Galaxy Gaming (GLXZ) 8-K Entry into a Material Definitive Agreement

SECURED DIVERSIFIED INVESTMENT, LTD.

TABLE OF CONTENTS

SEPTEMBER 30, 2008

Pro Forma Combined Balance Sheets as of September 30, 2008 (unaudited)	F-1
Pro Forma Combined Statements of Operations as of September 30, 2008 (unaudited)	F-2
Notes to the Pro Forma Adjustments	F-3

SECURED DIVERSIFIED INVESTMENT, LTD.

PRO FORMA COMBINED BALANCE SHEETS (unaudited)

SEPTEMBER 30, 2008

ASSETS	Secured Diversified Investment, Ltd.		Galaxy Gaming, Inc.		Pro Forma Adjustments	Total
Current Assets
Cash and cash equivalents	$	14,741	$	19,902		$	34,643
Accounts receivable, net		0		240,502			240,502
Prepaid expenses and taxes		0		93,537			93,537
Inventory		0		48,376			48,376
Real estate investments		150,000		0			150,000
Due from related parties		0		26,146			26,146
Note receivable - current portion		0		55,245			55,245
Total Current Assets		164,741		483,708			648,449
Property and Equipment, Net		0		30,198			30,198
Other Assets
Patents and trademarks, net		0		143,088			143,088
Note receivable - long term		0		455,769			455,769
Total Other Assets		0		598,857			598,857
TOTAL ASSETS	$	164,741	$	1,112,763		$	1,277,504
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	348,499	$	184,933	(348,499)a	$	184,933
Accrued expenses and taxes		334,844		148,318	(334,844)a		148,318
Due to related parties		0		408,713			408,713
Notes payable – current portion		0		23,014			23,014
Total Current Liabilities		683,343		764,978			764,978
Long Term Liabilities
Notes payable		0		1,197,837			1,197,837
TOTAL LIABILITIES		683,343		1,962,815			1,962,815
STOCKHOLDERS’ DEFICIT
Capital stock		163		10,000	(163)b (10,000)c 29,000d		29,000
Unissued shares		5,830		0	(5,830)b		0
Paid in capital		8,818,647		125	(8,818,647)b (125)c 145,866d		145,866
Accumulated deficit		(9,343,242)		(860,177)	9,343,242b		(860,177)
TOTAL STOCKHOLDERS’ DEFICIT		(518,602)		(850,052)			(685,311)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY DEFICIT	$	164,741	$	1,112,763		$	1,277,504

See accompanying notes to the Pro Forma adjustments.

F-1

SECURED DIVERSIFIED INVESTMENT, LTD.

PRO FORMA COMBINED STATEMENTS OF OPERATIONS (unaudited)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008

	Secured Diversified Investment, Ltd.		Galaxy Gaming, Inc,		Pro Forma Adjustments	Totals
Gross Revenues	$	0	$	1,690,413		$	1,690,413
Cost of Goods Sold		0		96,852			96,852
Gross Profit		0		1,593,561			1,593,561
Operating Expenses		248,316		1,743,813			1,992,129
Operating Loss		(248,316)		(150,252)			(398,568)
Other Income (Expense)		(71,668)		(83,806)			(155,474)
Net Loss Before Provision for Income Taxes		(319,984)		(234,058)			(554,042)
Provision for Income Taxes		0		0			0
Net Loss	$	(319,984)	$	(234,058)		$	(554,042)
Weighted Average Number Of Shares Outstanding							29,000,000d
Net Loss Per Share						$	(0.02)

See accompanying notes to the Pro Forma adjustments.

F-2

SECURED DIVERSIFIED INVESTMENT, LTD.

NOTES TO THE PRO FORMA ADJUSTMENTS (unaudited)

SEPTEMBER 30, 2008

(a) Elimination of Secured Diversified Investment, Ltd. liabilities due to bankruptcy

(b) Elimination of Secured Diversified Investment, Ltd. equity due to bankruptcy

(c) Elimination of Galaxy Gaming, Inc. common stock and paid in capital in exchange for new shares of Secured Diversified Investment, Ltd.

(d) Issuance of 29,000,000 shares of $.001 par value common stock of Secured Diversified Investment, Ltd.   25,000,000 were issued in exchange for 100% ownership of Galaxy Gaming, Inc.

4,000,000 shares were issued to past creditors of Secured Diversified Investment, Ltd.