Dalrada Seperation from Solvis Group
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)
March
29, 2007
Dalrada
Financial Corporation
----------------------------------------------------------------------------------------------------------------
(Exact
Name of Registrant as Specified in its Charter)
Delaware
7363
38-3713274
-----------------------------------------------------------------------------------------------------------------
(State
or
Other
Jurisdiction
(Commission (IRS
Employer
of
Incorporation)
File
Number)
Identification No.)
9449
Balboa Avenue, Suite 211, San Diego,
CA
92123
-
--------------------------------------------------------------------------------------------------------------
(Address
of Principal Executive
Offices)
(Zip
Code)
Registrant's
telephone number, including area code: (858) 427-8700
-----------------------------------------------------------------------------------------------
(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 for 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 the Exchange
Act
(17 CFR 240.13e-4(c)).
ITEM
2.01. COMPLETION
OF ACQUISITION OR DISPOSITION OF ASSETS
| (1) |
Separation
and Sale Terms
|
(a)
Dalrada Financial Corporation (DFCO) and The Solvis Group (SLVG) a subsidiary
of
DFCO entered and completed a separation and sale agreement on March 29, 2007.
(b)
A
brief description of assets involved are as follows:
| (1) |
Promissory
Note 1 in exchange for Solvis’ clients that are California based staff
leasing customers associated with Solvis Financial
Services.
|
| (2) |
Promissory
Note 2 in exchange for $800,000 cash, $1,500,000 accounts receivable
and
$5,760,000 to settle inter-company accounts receivable due to The
Solvis
Group.
|
| (c) |
Transaction
between DFCO and it’s wholly owned subsidiary The Solvis Group was
completed in order to separate the two into unrelated reported entities.
|
| (d) |
As
mentioned in subsection (b) above, DFCO issued two promissory notes
for
the aggregate of $11,300,000 for certain assets of
SLVC.
|
ITEM
9.01. EXHIBITS
| (a) |
The
required pro forma financial information is unavailable as of the
date
hereof and will be filed by the Registrant via an amended filing.
|
Exhibit
No. Exhibit
| 2 |
Separation
and Sale Agreement
|
| 10.01 |
Dalrada
Financial Corporation Promissory Note
1
|
| 10.02 |
Dalrada
Financial Corporation Promissory Note
2
|
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
duly authorized.
/s/
Brian Bonar
Chairman of the Board of
Directors,
April 2, 2007
Brian
Bonar
Chief Executive Officer, and
(Principal Executive Officer)
/s/
Stanley A. Hirschman Director
April 2, 2007
Stanley
A. Hirschman
/s/
Jim Ellis
Director
April 2, 2007
Jim
Ellis
/s/
Robert T. Baker
Director April
2, 2007
Robert
T.
Baker
/s/
Richard H. Green
Director
April 2, 2007
Richard
H. Green
/s/
David P. Lieberman
CFO
April 2, 2007
David
P.
Lieberman