SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): May 05, 2005
Commission File No.: 000-28375
SILVERADO FINANCIAL INC.
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(Exact name of registrant as specified in its charter)
Nevada 86-0824125
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5976 W. Las Positas Blvd., Suite 116
Pleasanton , CA 94588
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(Address of principal executive offices)
(925) 227-1500
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(Issuer telephone number)
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(Former name, if changed since last report)
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(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 of 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))
Item 1.01 - Entry into a Material Definitive Agreement
Acquisition of CoreOne Mortgage and Liberty Settlement
On May 05, 2005, Silverado Financial, Inc. entered into agreements "Exhibit A
attached hereto and incorporated herein by reference" to acquire all of the
outstanding stock of CoreOne-Liberty Mortgage, Inc. and fifty percent (50%) of
Liberty Settlement LLC ("CoreOne-Liberty") from their co-founders Russell Ford
and Steven Nelson. The agreement provided for the payment of $62,672.73 cash,
1,000,000 worth of Series C Convertible Preferred shares, convertible into the
common stock of Silverado Financial between December 31, 2005 and January 15,
2006, for not less than $1,000,000 of Silverado's common stock, an 8% Promissory
Note with monthly payments of principal and interest over 36 months.
Item 2.01 - Completion of Acquisition or Disposition of Assets
Acquisition of CoreOne Mortgage and Liberty Settlement
On May 05, 2005 the Company completed the acquisition of all of the issued and
outstanding stock of CoreOne Mortgage, Inc. and fifty percent (50%) of the
issued and outstanding shares of Liberty Settlement LLC ("CoreOne-Liberty"), as
described above in Item 1.01 Entry into a Material Definitive Agreement
-Acquisition of CoreOne- Mortgage and Liberty Settlement. The total purchase
price of the transaction was $62,672.73 cash (for the stock of CoreOne-Liberty),
$1,000,000 worth Series C Convertible Preferred shares convertible into the
common stock of Silverado Financial between December 31, 2005 and January 15,
2006, for not less than $1,000,000 of Silverado's common stock, an 8% Promissory
Note with monthly payments of principal and interest over 36 months.
We acquired CoreOne from Russell Ford and Steven Nelson, both of whom entered
into employment agreements with Silverado Financial, Inc., on May 05, 2005.
Audited financial statements of the acquired company for the year ending
December 31, 2004 are attached hereto and incorporated herein by reference.
Description of the Acquired Companies
Founders Russell Ford and Steven Nelson established CoreOne-Mortgage, Inc. to
act as a mortgage broker for the refinance and purchase of
single-family-residential mortgages. Liberty Settlement LLC is a company, which
provides real estate escrow services.
As part of the transaction Russell Ford, President of CoreOne, was added to the
board of directors of Silverado. During the same meeting George Bell was added
as an independent director to the board of directors of Silverado. Following the
consummation of the acquisition, Silverado will continue as the surviving
corporation
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
a) Financial Statements
Audited financial statements of the acquired company for the year
ending December 31, 2004 as Exhibit 99.1
b) Exhibits
Exhibit # Description
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99.1 Financial Statements
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 thereunto authorized.
Silverado Financial Inc.
By: /s/ John Hartman
May 12, 2005 ----------------------------
John Hartman
President