UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 5, 2004
SILVERADO FINANCIAL INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-28375 86-0824125
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State or other jurisdiction Commission IRS Employer
Of incorporation File Number Identification Number
5976 W. Las Positas Blvd., Suite 116, Pleasanton, CA 94588
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (925) 227-1500
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any f the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act
(17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On May 5, 2004 the Company announced that it had acquired all of the issued and
outstanding shares of Lendingtech.com,Inc. (Lendingtech) from Michael Petrullo,
its sole owner and shareholder, for $520,000 of debt. The Company had
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additionally issued 2,000,000 restricted common shares in favor of Mr. Petrullo
and his associate to collateralize its debt obligation. The shares were held in
escrow by the legal counsel of the Company by mutual agreement between the
Company and Petrullo.
The Stock Purchase Agreement was subsequently modified July 20, 2004 to extend
the closing date of the acquisition until the completion of an audit on
Lendingtech by the Company's independent auditors; which audit is required by
the Securities and Exchange Commission's rules and regulations.
On July 27, 2004 the Company, in good faith, paid Lendingtech's accountant
$2,000 to provide the Company's independent auditors with a general ledger of
Lendingtech's history in order for the Company's independent auditors to be able
to determine the documentation to request from Lendingtech in order to perform
the audit; however, the Company had no obligation to pay Lendingtech's
accountant any monies for the general ledger.
On August 17, 2004, the Company provided Mr. Petrullo with a detailed written
description of the items and documents needed by the Company's independent
auditors to complete the audit on Lendingtech.
On September 10, 2004 and September 15, 2004, the Company notified Mr.
Petrullo's attorney in writing that the Company would terminate its Stock
Purchase Agreement with Lendingtech and Mr. Petrullo if Mr. Petrullo failed to
provide the items and documents requested by the Company's independent auditors
by October 10, 2004.
On October 19, 2004, the Company notified Mr. Petrullo that it had terminated
the Stock Purchase Agreement because of Mr. Petrullo's failure to provide the
items and documents needed by the Company's independent auditors in order for
them to provide the Company with audited financial statements of Lendingtech. In
addition, the Company instructed its escrow agent to return the 2,000,000
restricted common shares, that were escrowed for the anticipated acquisition, to
the Company's treasury for cancellation.
EXHIBITS
10.1 Stock Purchase Agreement between Silverado Financial Inc. and
Lendingtech.com, Inc. incorporated by reference to Form 8-K filed on May
20, 2004.
10.2 Modification of Stock Purchase Agreement between Silverado Financial Inc.
and Lendingtech.com, Inc. incorporated by reference to Form 8-K filed on
August 19, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 20, 2004 SILVERADO FINANCIAL INC.
By /s/ John Hartman
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John Hartman, Chief Executive Officer
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