Iomega Investments, LLC SC 13D mainbody
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
Secured
Diversified Investment
________________________________________________________________________________
(Name
of
Issuer)
COMMON
STOCK, $0.001 PER SHARE PAR VALUE
________________________________________________________________________________
(Title
of
Class of Securities)
813716107
____________________________________
(CUSIP
Number)
Iomega
Investments, LLC
13223
No. 76th Pl. Scottsdale, AZ 85260
________________________________________________________________________________
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February
2, 2006
________________________________________________________________________________
(Date
of
Event Which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [
].
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see
the
Notes).
CUSIP
No. 813716107
1. Names
of
Reporting Persons: Iomega
Investments, LLC
I.R.S.
Identification Nos. of above persons (entities only):
2.
Check the Appropriate Box if a Member of a Group (See
Instructions)
3.
SEC Use Only:
4. Source
of
Funds (See Instruction): OO
5. Check
if
Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
[
]
6. Citizenship
or Place of Organization:
Nevada
Number
of
Shares Beneficially by Owned by Each Reporting Person With:
7. Sole
Voting Power: 15,000,000
SHARES
8. Shared
Voting Power: N/A
9. Sole
Dispositive Power: 15,000,000
SHARES
10. Shared
Dispositive Power: N/A
11. Aggregate
Amount Beneficially Owned by Each Reporting Person: 15,000,000
SHARES
12. Check
if
the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions): [
]
13. Percent
of Class Represented by Amount in Row (11): 49.4%
14.
Type
of
Reporting Person (See
Instructions): OO-
Limited Liability Company
CUSIP No. 813716107
ITEM
1. SECURITY
AND ISSUER.
This
statement relates to the Common Stock, par value $0.001 per share (the
"Shares"), of Secured Diversified Investment, Ltd., a Nevada Corporation (the
"Issuer"). The Issuer's current principal executive offices are located at
5205
East Lincoln Drive, Paradise Valley, Arizona.
ITEM
2. IDENTITY
AND BACKGROUND
This
Statement is being filed by Iomega Investments, LLC, a Nevada limited liability
company (the “Reporting Person”). The principal business address of the
Reporting Person is 13223 No. 76th
Pl.
Scottsdale, AZ 85260. The sole managing member of the Reporting Person is set
forth on Schedule A attached hereto.
(d)
and
(e). During the previous five (5) years, neither the Reporting Person nor,
to
the knowledge of the Reporting Person, any of the persons listed on Schedule
A
hereto (i) has been convicted in any criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been party to a civil proceeding
of any of a judicial or administrative body of competent jurisdiction such that,
as a result of such proceeding, was or is subject to a judgment, decree or
final
order enjoining future violations of, or prohibiting or mandating activity
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM
3. SOURCE
AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On
April
28, 2004, the Issuer and Denver Fund I, Ltd (“Denver Fund I”) entered into a
Lease Agreement with the Reporting Person to lease the Cannery retail shopping
center located on Flamingo Road in Las Vegas, Nevada. On the same date, the
Reporting Person granted the Issuer and Denver Fund I an option (the “Option
Agreement”) to purchase the property commencing on May 14, 2004 for total
consideration of $5,950,000. The $5,950,000 included an assumption of the first
mortgage on the property in the principal amount of $4,100,000, and a balance
of
$1,850,000 to be paid partially by the Issuer and partially by Denver Fund
I.
The
Issuer and Denver Fund I exercised their right under the Option Agreement to
purchase the property from the Reporting Person. For the Issuer’s portion of the
purchase price, the Issuer delivered to the Reporting Person 250,000 shares
of
our Series C Preferred Stock (valued between the parties at $3.00 per share)
and
a two-year promissory note in the principal amount of approximately $155,000
(the “Promissory Note”), bearing interest at an annual rate of 7%. The principal
amount of the Promissory Note was payable $50,000 at the six month anniversary,
$50,000 at the 12 month anniversary and the remainder at maturity.
On
December 14, 2005, the Issuer amended the terms of its portion of the purchase
price with the Reporting Person, and agreed to retire the balance of the
Promissory Note in favor of the Reporting Person by paying $40,000.00
immediately in lieu of paying $55,000.00 at maturity. The Issuer further agreed
to convert the Reporting Person’s 250,000 shares of Series C Preferred Stock
into shares of the Issuer’s Common Stock as described below.
Following
a letter request made by the Reporting Person to convert its 250,000 shares
of
Series C Preferred Stock into shares of Common Stock, the Issuer requested
its
transfer agent, Fidelity Transfer Company, to issue 15,000,000 shares of Common
Stock to the Reporting Person, trading at $0.05 per share, in exchange for
the
Reporting Person’s 250,000 Series C Preferred Stock, which was valued at $3.00
per share in the Option Agreement.
ITEM
4. PURPOSE
OF TRANSACTION
The
purpose of this Schedule 13D is to report the acquisition of the Issuer’s common
shares beneficially owned by the Reporting Person.
CUSIP
No. 813716107
Neither
the Reporting Person nor, to the best of the Reporting Person’s knowledge, any
of the individuals named in Schedule A hereto, has any current plans or
proposals which would relate to or would result in:
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(a)
|
The
acquisition by any person of additional securities of the Issuer,
or the
disposition of securities of the
Issuer;
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(b)
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Any
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation, involving the Issuer or any of its
subsidiaries;
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(c)
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A
sale or transfer of a material amount of the assets of the Issuer
or any
of its subsidiaries;
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(d)
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Any
change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of
directors
or to fill any existing vacancies on the
board;
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(e)
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Any
material change in the present capitalization or dividend policy
of the
Issuer;
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(f)
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Any
other material change in the Issuer's business or corporate structure
including, but not limited to, if the Issuer is a registered closed-end
investment company, any plans or proposals to make any
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changes
in its investment policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
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(g)
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Changes
in the Issuer's charter, bylaws or instruments corresponding thereto
or
other actions which may impede acquisition of control of the Issuer
by any
person;
|
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(h)
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Causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in
an
inter-dealer quotation system of a registered national securities
association;
|
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(i)
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A
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or
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(j)
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Any
action similar to any of those enumerated
above.
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ITEM
5. INTEREST
IN SECURITIES OF THE ISSUER.
(a) The
Reporting Person is currently the beneficial owner of 15,000,000 shares of
Common Stock of the Issuer, representing approximately 49.4% of the Issuer's
common stock (based upon 30,334,611 outstanding shares of common stock as of
April 20, 2006 as reported on the Issuer’s last definitive proxy statement).
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(b)
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The
Reporting Person has sole voting and dispositive power over the Shares
identified in response to Item 5(a)
above.
|
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(c)
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Neither
the Reporting Person nor, to the best of the Reporting Person’s knowledge,
any of the individuals named in Schedule A hereto, has effected any
other
transactions in the Issuer's securities, including shares of the
Issuer's
common stock, within sixty (60) days preceding the date
hereof.
|
CUSIP No. 813716107
ITEM
6. CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE
ISSUER.
Except
as
provided herein, neither the Reporting Person nor, to the best of the Reporting
Person’s knowledge, any of the individuals named in Schedule A hereto,
has
any
contract, arrangement, understanding or relationship with respect to securities
of the Issuer including, but not limited to, transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts
or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies. Further, the Reporting Person has not pledged securities
of the Issuer nor are the securities of the Issuer held by the Reporting Person
subject to a contingency, the occurrence of which would give another person
voting power or investment power over such securities.
ITEM
7. MATERIAL
TO BE FILED AS EXHIBITS.
None.
CUSIP No. 813716107
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date: June
6,
2006
Iomega
Investments, LLC
By:
HELEN
WEST,
its
Manager
By:
/s/ Helen West
Helen
West, Manager
Schedule
A
Controlling
Persons of
Iomega
Investments, LLC
Set
forth
below is the name, business address, present principal occupation or employment
for each control person of the Reporting Person. Each person listed in Schedule
A is a citizen of the United States. Unless otherwise indicated, the business
address of each individual set forth below is Iomega Investments, LLC, 13223
No.
76th
Pl.
Scottsdale, AZ 85260.
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Members
of Iomega Investments, LLC
|
Occupation
|
|
Helen
West
|
Manager,
Iomega Investments,
LLC
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