SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to _________________
Commission file number: 0-29049
Silverado Financial, Inc.
(formerly Rhombic Corporation)
(Exact name of Registrant as specified in its charter)
Nevada 86-0824125
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1475 S. Bascom Avenue, Suite 210
Campbell, CA 95008
(Address of principal executive offices) (Zip Code)
(408) 371-2301
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
As of March 31, 2003, 53,823,926 shares of the registrant's common stock, $0.01
par value per share, were issued and outstanding.
SILVERADO FINANCIAL, INC.
INDEX TO FORM 10-Q
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet as of March 31, 2003 3
Consolidated Statements of Operation for the three months ended
March 31, 2003 and 2002 4
Consolidated Statements of Changes in Stockholders' Equity for
the three months ended March 31, 2003 and 2002 5
Consolidated Statements of Cash Flow for the three months ended
March 31, 2003 and 2002 6
Notes to Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 8
Item 3. Controls and Procedures 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submissions of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
2
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SILVERADO FINANCIAL, INC.
(formerly Rhombic Corporation)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
March 31, 2003
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 951
Receivables 31,804
Marketable securities held for sale 34,793
-----------
Total Current Assets 67,548
OTHER ASSETS
Intellectual property 1,403,028
Patents 734
Office equipment, net 1,745
Other 6,900
-----------
Total assets $ 1,479,955
===========
LIABILITIES
CURRENT
Accounts Payable $ 235,617
Accrued interest 9,158
Due to affiliates 42,000
-----------
286,775
OTHER LIABILITIES
Convertible notes payable 26,000
Note payable 275,000
-----------
Total liabilities 587,775
===========
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value,
5,000,000 shares authorized, none issued
Common stock, $.001 par value, 100,000,000 shares
authorized, 53,823,926 issued and outstanding 53,824
Additional paid-in capital 9,659,103
(Deficit) accumulated during the development stage (8,823,023)
Net unrealized holding gain on available for sale securities 2,276
-----------
Total stockholders' equity 892,180
Total liabilities and stockholders' equity $ 1,479,955
===========
See accompanying notes to these consolidated financial statements.
3
SILVERADO FINANCIAL, INC.
(formerly Rhombic Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATION
March 31, 2003
(Unaudited)
Cumulative from
November 21, 1994
For the 3 Months ended (Inception) to
March 31, 2003 March 31, 2002 March 31, 2003
-------------- -------------- --------------
REVENUES
Revenue $ -- $ -- $ 13,229
Interest income -- 6,954
------------ ------------ ------------
-- -- 20,183
------------ ------------ ------------
EXPENSES
Research and development expense 688,563
Write down on intellectual property 2,168,038
Legal and accounting 21,561 27,235 817,299
Consulting, related party 368,294
Consulting 121,300 2,998,130
Interest expense 6,068 12,888
Depreciation expense 159 159
Other general and administrative 45,100 14,757 1,711,017
------------ ------------ ------------
Total Expenses 194,188 41,992 8,764,388
------------ ------------ ------------
Net (loss) from operations (194,188) (41,992) (8,744,205)
OTHER REVENUES & EXPENSES
Gain (loss) on sale of investments (6,354) (78,818)
------------ ------------ ------------
NET (LOSS) $ (200,542) $ (41,992) $ (8,823,023)
============ ============ ============
NET (LOSS) PER SHARE:
Basic $ (0) $ (0)
Diluted $ (0) $ (0)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 52,935,691 28,697,042
Diluted 52,935,691 28,697,042
See accompanying notes to these consolidated financial statements.
4
SILVERADO FINANCIAL, INC.
(formerly Rhombic Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
March 31, 2003
(Unaudited)
Net
(Deficit) Unrealized
Accumulated Holding loss
Additional During on available
Common Stock Paid-In Development for sale
Shares Amount Capital Stage securities Total
------ ------ ------- ----- ---------- -----
Balance at December 31, 2001 28,697,042 $ 28,697 $ 8,452,629 $(8,219,508) $ (7,476) $ 254,342
Net loss for quarter ended
March 31, 2002 (41,992) (41,992)
----------- ---------- ----------- ----------- -------- ----------
28,697,042 $ 28,697 $ 8,452,629 $(8,261,500) $ (7,476) $ 212,350
=========== ========== =========== =========== ======== ==========
Balance at December 31, 2002 52,000,000 $ 52,000 $ 9,574,427 $(8,622,481) $ 7,399 $1,011,345
Shares issued for services 1,823,926 1,824 84,676 86,500
Net unrealized holding loss on
securities available held for sale (5,123) (5,123)
Net loss for quarter ended
March 31, 2003 (200,542) (200,542)
----------- ---------- ----------- ----------- -------- ----------
53,823,926 $ 53,824 $ 9,659,103 $(8,823,023) $ 2,276 $ 892,180
=========== ========== =========== =========== ======== ==========
See accompanying notes to these consolidated financial statements.
5
SILVERADO FINANCIAL, INC.
(formerly Rhombic Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOW
March 31, 2003
(Unaudited)
Cumulative From
For the three months ended November 21, 1994
March 31, (Inception) to
2003 2002 March 31, 2003
----------- ----------- --------------
OPERATING ACTIVITIES
Net (loss) income for the period $ (200,542) $ (41,992) $(8,823,023)
Adjustments to reconcile net cash used by operations:
Depreciation expense 159 159
Write down on intellectual property and patents 2,086,837
Loss (gain) on sale of marketable securities 6,354 78,818
Rockford shares issued for services 32,275
Common stock issued for services 86,500 2,062,182
Common stock issued for Financial Software Inc. 1,089,903
Fair value of options granted -- 300 2,082,113
(Increase)/decrease in accounts receivable (19,177) (31,804)
(Increase)/decrease in other assets (8,803)
Increase/(decrease) in accounts payable 126,609 9,301 235,617
Increase/(decrease) in accrued interest 6,066 9,158
Increase/(decrease) in due to affiliates (13,000) 30,111 42,000
Increase/(decrease) in convertible notes payable 26,000
Increase/(decrease) in note payable 275,000
----------- ----------- -----------
Net Cash (Used) by Operating Activities (7,031) (2,280) (843,568)
----------- ----------- -----------
FINANCING ACTIVITIES
Proceeds from private placements 1,347,830
Proceeds from exercise of stock options 1,006,750
Proceeds from conversion of debenture -- 200,000
----------- ----------- -----------
Cash provided from financing activities -- -- 2,554,580
----------- ----------- -----------
INVESTING ACTIVITIES
Cost of patents (168,430)
Proceeds from sale of marketable securities 7,421 100,920
Acquisition of software system (1,398,020)
Investment in Rockford Technologies (207,756)
Investment in marketable securities (36,775)
----------- ----------- -----------
Cash (used) in investment activities 7,421 -- (1,710,061)
----------- ----------- -----------
Increase (decrease) in cash 390 (2,280) 951
Cash at beginning of period 561 9,100 --
----------- ----------- -----------
Cash at end of period $ 951 $ 6,820 $ 951
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Issuance of common stock for licensing agreements
and intellectual property $ -- $ -- $ 2,005,350
Unrealized loss (gain) on securities available for sale $ 5,123 $ -- $ (2,276)
See accompanying notes to these consolidated financial statements.
6
SILVERADO FINANCIAL, INC.
(formerly Rhombic Corporation)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2003
The unaudited financial statements included herein were prepared from the
records of the Company in accordance with Generally Accepted Accounting
Principles. These financial statements reflect all adjustments which are, in the
opinion of management, necessary to provide a fair statement of the results of
operations and financial position for the interim periods. Such financial
statements generally conform to the presentation reflected in the Company's
Forms 10-QSB and 10-KSB filed under its previous name of Rhombic Corporation
with the Securities and Exchange Commission for the year ended December 31,
2002. The current interim period reported herein should be read in conjunction
with the Company's Form 10-KSB subject to independent audit at the end of the
year.
A majority of the shareholders of record on February 10, 2003 voted to amend the
Articles of Incorporation of the Registrant to change the name of the Company to
Silverado Financial, Inc. and to change the authorized common shares to
100,000,000 and the authorized preferred shares to 5,000,000 as described in an
information statement filed on Form 14C with the Securities and Exchange
Commission on February 11, 2003. The Registrant filed with the Secretary of
State of Nevada a Certificate of Amended Articles of Incorporation on March 21,
2003.
As shown in the accompanying financial statements, the Company had a net loss of
$200,542 for the three months ended March 31, 2003. It has incurred an
accumulated deficit of $8,823,023 and has a deficit in working capital of
approximately $219,227 as of March 31, 2003. The ability of the Company to
continue as a going concern is dependent on obtaining additional capital and
financing and operating at a profitable level. The Company intends to seek
additional capital either through debt or equity offerings, or a combination
thereof, and to seek acquisitions which will generate sales volume with
operating margins sufficient to achieve profitability. The financial statements
do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern. The independent auditor's report on the
financial statements for the year ended December 31, 2002 expressed substantial
doubt about the ability of the Company to continue as a going-concern.The
results of operations for the three months ended March 31, 2003 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2003.
MARKETABLE SECURITIES AVAILALE FOR SALE
The Company has the following investments at March 31, 2003:
March 31, 2003
-------------------------
Estimated
Cost Fair Value
---- ----------
AVAILABLE FOR SALE SECURITIES
Showintel Networks, Inc. $20,475 $22,751
Rockford Technologies, Inc. 12,042 12,042
------- -------
Totals $32,517 $34,793
======= =======
Statements of Financial Accounting Standards No. 115, Accounting for Certain
Investments in Debt and Equity Securities, ("SFAS 115") requires that all
applicable investments be classified as trading securities, available for sale
securities or held to maturity securities. The Company did not have any
investments classified as trading securities or held-to-maturity securities. The
statement further requires that available for sale securities be reported at
fair value, with unrealized gains and losses excluded from earnings but reported
in a separate component of shareholders' equity (net of the effect of income
taxes) until they are sold. At the time of sale, any gains or losses will be
recognized as a component of operating results.
During the first quarter of 2003, the Company sold 70,000 shares of Showintel
Networks, Inc. and recorded a gain of $1,122.
At March 31, 2003, the estimated fair value of the 227,510 shares of Showintel
Networks, Inc. held by the Company was estimated based on the quoted trading
price of the security at March 31, 2003. The value of the Showintel Networks,
Inc. common stock is recorded at its fair market value as of March 31, 2003.
STOCKHOLDERS' EQUITY
During the first quarter of 2003, the Company issued 973,936 restricted common
shares as payment in full to the officers of the Company for accrued
compensation of $ 45,000 during the year 2002. The Company also issued 100,000
restricted common shares to an individual for investor relations services valued
at $4,000.
Also during the fourth quarter the Company issued 750,000 unrestricted common
shares to three consultants under its S-8 plan at a deemed value of $37,500 for
legal work and the preparation of a marketing strategy and budget for the
mortgage brokerage industry.
The deemed value of the all shares issued was determined based upon the trading
value of the Company's common stock at the time of the issuance of the stock.
SUBSEQUENT EVENTS
At the beginning of business on April 29, 2003 the Company changed its trading
name and trading symbol to "SLVO" on the OTCBB and decreased the number of
issued and outstanding shares of common stock by issuing one new share for each
five shares held. This action was done in conjunction with the shareholder
approval of February 10, 2003 to amend the Articles of Incorporation of the
Registrant to change the name of the Company to Silverado Financial, Inc. and to
change the authorized common shares to 100,000,000 and the authorized preferred
shares to 5,000,000.
On May 9, 2003 the board of directors approved the acquisition of Realty Capital
Inc., a mortgage brokerage company, from John Hartman for 729,452 restricted
common shares. Mr. Hartman abstained from the vote. The acquisition was made at
a deemed value of $127,654 which was the net asset value of Realty Capital and
the average closing bid price of the Company on the prior five trading days.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, INCLUDING, WITHOUT LIMITATION,
STATEMENTS REGARDING THE COMPANY'S EXPECTATIONS, BELIEFS, INTENTIONS OR FUTURE
STRATEGIES THAT ARE SIGNIFIED BY THE WORDS "EXPECTS", "ANTICIPATES", "INTENDS",
"BELIEVES", OR SIMILAR LANGUAGE. SUCH FORWARD-LOOKING STATEMENTS INCLUDE, BUT
ARE NOT LIMITED TO, THE SEEKING OF REVENUE PRODUCING ACQUISITIONS, THE
DEVELOPMENT PLANS FOR THE TECHNOLOGIES OF THE COMPANY, TRENDS IN THE RESULTS OF
THE COMPANY'S DEVELOPMENT, ANTICIPATED DEVELOPMENT PLANS, OPERATING EXPENSES AND
THE COMPANY'S ANTICIPATED CAPITAL REQUIREMENTS AND CAPITAL RESOURCES. THESE
FORWARD-LOOKING STATEMENTS INVOLVE RISKS, UNCERTAINTIES AND OTHER FACTORS. ALL
FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED ON INFORMATION
AVAILABLE TO THE COMPANY ON THE DATE HEREOF AND SPEAK ONLY AS OF THE DATE
HEREOF. THE FACTORS DISCUSSED BELOW UNDER "FORWARD-LOOKING STATEMENTS" AND
ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-QSB ARE AMONG THOSE FACTORS THAT
IN SOME CASES HAVE AFFECTED THE COMPANY'S RESULTS AND COULD CAUSE THE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING
STATEMENTS. IN ADDITION, THE FOLLOWING DISCUSSION IS INTENDED TO PROVIDE AN
ANALYSIS OF THE COMPANY'S FINANCIAL CONDITION AND PLAN OF OPERATION AND SHOULD
BE READ IN CONJUNCTION WITH THE COMPANY'S FINANCIAL STATEMENTS AND THE NOTES
THERETO.
7
GENERAL:
Since its inception during 1994 as Rhombic Corporation, the Company has been in
the development stage and its efforts have been primarily focused on the
acquisition of the rights to innovative technologies that could ultimately be
developed into numerous applications. During the years of 1999 through 2001 it
began to focus on the research and development of its portfolio of acquired
technologies and to develop specific applications in order to make them
commercially marketable. The business strategy of the Company was to develop a
specific application from a technology, then commence or contract for a
marketing effort for the developed application that would generate sales.
In 2002 the Company concluded that it could not raise capital to pursue its
planned efforts for its scientific technology and began seeking potential
acquisition candidates. During the fourth quarter of 2002 the Company appointed
John Hartman as Chief Executive Officer and director and Sean Radetich as a
director.
On November 11, 2002, the board of directors of the Registrant approved the
issuance of 22,000,000 restricted shares of its common stock for the acquisition
of all of the issued and outstanding shares of Financial Software, Inc. ("FSI").
The transaction was closed on November 19, 2002. The value of the consideration
in the exchange was determined at arms length by FSI and the registrant. FSI was
in the financial services technology and publishing industry.
A majority of the shareholders of record on February 10, 2003 voted to amend the
Articles of Incorporation of the Registrant to change the name of the Company to
Silverado Financial, Inc. and to change the authorized common shares to
100,000,000 and the authorized preferred shares to 5,000,000 as described in an
information statement filed on Form 14C with the Securities and Exchange
Commission on February 11, 2003. The Registrant filed with the Secretary of
State of Nevada a Certificate of Amended Articles of Incorporation on March 21,
2003.
It is the intention of Silverado Financial, Inc. "Silverado" to become a
multifaceted technology and real estate services company. To achieve its new
business plan, Rhombic will acquire or modify its current software technology to
target the real estate lending markets and to serve as a parent to companies
that would provide financial publishing, mortgage brokerage and mortgage banking
real estate services to customers through a developed software application.
Silverado is currently considering the acquisition of firms or the establishment
of business lines in the mortgage brokerage, investment advisory, insurance
brokerage and commercial and residential mortgage banking sectors.
The first planned acquisition is to acquire Realty Capital, Inc. from John
Hartman in a non-arms length transaction without goodwill subject to the
ratification of the shareholders of both companies.
The competition in the technology proliferation and transfer market is highly
intense and is based on product and technology recognition and acceptance,
novelty and marketability of an invention, price, and sales expertise. The new
management of the Company is reviewing its intellectual property and patents and
considering seeing potential buyers.
The Company does not have any employees and uses consultants for matters
pertaining to coordinating technology development and administration. The
Company may hire employees during the next twelve months depending upon its
success in developing prototype applications for sale and financing more
development.
RESULTS OF OPERATIONS:
Comparison of Quarter Ended March 31, 2003 and 2002
The Company has not generated revenue from operations during the first three
months of 2003 or since its inception. Management's objective during the first
quarter of 2003 was to restate its capital structure to attract investment
capital and to register an employee and consultants stock compensation plan in a
registration statement on Form S-8 in order to attract competent consultants to
assist in structuring the Company to attract potential acquisitions.
On January 31, 2003 the Company filed an employee and consultants stock
compensation plan in a registration statement on Form S-8 authorizing a
Compensation Committee to issue up to 8,000,000 common shares. During the first
quarter of 2003, the Compensation Committee issued 750,000 common shares to a
total of three consultants at an agreed value of $37,500.
8
The three consultants, respectively, prepared and filed the amendments to the
Articles of Incorporation with the state of Nevada and the Form 14C to the
Securities and Exchange Commission which were approved by a majority of the
shareholders during February 2003. It also had its consultants stock
compensation plan in a registration statement on Form S-8 prepared.
Additionally, the Company received a marketing strategy and budget for starting
and expanding a mortgage brokerage company. The strategy detailed the profile
for brokers to be hired with the type of products they would sell.
On January 31, 2003 the Company issued 100,000 restricted shares at an agreed
value of $4,000 to an individual for investor relation work and 973,936
restricted common shares to the officers of the Company for accrued compensation
of $45,000.
During the first quarter of 2003 the Company incurred $45,100 in general and
administrative expenses which was comprised of accrued compensation expense of
$30,000 to its officers and $15,000 of office expenses and out of pocket costs
involved with the restating the Company's capital structure.
The Company incurred $121,300 in consulting fees of which approximately $90,000
was accrued. The accrued consulting fees were comprised of approximately $21,000
additional legal fees owed for general consulting and filings with the
Securities and Exchange Commission, approximately $33,000 for software
valuations and modifications to get FSI operating, approximately $26,000 in
administrative costs to integrate all corporate and financial records of FSI
with Silverado and $10,000 for additional costs pertaining to marketing
consulting for commencing and expanding a mortgage brokerage business.
During the first quarter of 2003, the Company sold 70,000 shares of Showintel
Networks, Inc. and recorded a gain of $1,122.
At December 31, 2001 the Company had $ 9,000 in cash and $ 49,092 in current
payables. At March 31, 2002 the Company had approximately $ 6,800 in cash and
approximately $ 88,500 in current payables of which $ 58,543 was owed to
affiliates.
On March 19, 2002, the Company canceled a letter of intent for a proposed merger
because it had not received sufficient financial information in order to
negotiate an agreement. Its plan for the remainder of the calendar year 2002,
was to actively seek the acquisition of a revenue generating operation, ideally
having some relationship to one or more of the intellectual properties held.
LIQUIDITY AND CAPITAL RESOURCES:
At December 31, 2002 the Company had $ 561 in cash and $ 167,100 in current
payables. At March 31, 2003 the Company had approximately $ 951 in cash and
approximately $ 286,775 in current payables. Although the company could probably
settle debt to affiliates in the amount of $ 42,000 for restricted common stock,
it would have approximately $244,775 in debt remaining.
During the first quarter of 2003, the Company sold 70,000 shares of Showintel
Networks, Inc. and received $7,421 in cash which was used to pay consultants of
FSI.
The Company's receivable from Realty Capital Corporation increased approximately
$19,000 to $31,804 for rent expense that Silverado had to pay.
The Company increased its accounts payable by $126,609 due to accrued
compensation expense of $30,000 to its officers, approximately $90,000 in
consulting fees, costs related to filing of the Forms 14C and S-8 with the
Securities and Exchange Commission and additional costs for implementing the
restated capital of the Company and obtaining a new trading symbol.
The Company incurred $6,068 of interest expense on its debt of $301,000 of which
$275,000 was incurred for the software of FSI and $26,000 were loans for cash in
a private placement from accredited investors.
9
On October 11, 2002, the Company began a private placement to accredited
investors for $250,000. The terms of the offering are a 10% annual interest
bearing note that can be converted by the holder into restricted common shares
at $.08 with a warrant to buy an equal amount of shares at $.09. The term of the
note is one-year from the subscription date and the registrant has the right to
extend the note for an additional year. The term of the warrant is for three
years from the subscription date. As of May 1, 2003 the company has subscribed
$26,000 under this private placement. The company has paid $1,600 in commissions
in connection with the subscriptions and has received $24,400 in net proceeds.
However, there is no assurance that it will be able to generate capital
sufficient to meet these long-term needs. If it can't meet these requirements,
it may not be able to continue as a going concern.
The Company believes that it has sufficient capital and resources to support
operations through the remainder of 2003. It anticipates that the capital
requirements for the balance of the period ending December 31, 2003 will require
that additional cash be raised from external sources. It believes that this
requirement will be met by cash equity investments.
SUBSEQUENT EVENTS:
At the beginning of business on April 29, 2003 the Company changed its trading
name and trading symbol to "SLVO" on the OTCBB and decreased the number of
issued and outstanding shares of common stock by issuing one new share for each
five shares held. This action was done in conjunction with the shareholder
approval of February 10, 2003 to amend the Articles of Incorporation of the
Registrant to change the name of the Company to Silverado Financial, Inc. and to
change the authorized common shares to 100,000,000 and the authorized preferred
shares to 5,000,000.
On May 9, 2003 the board of directors approved the acquisition of Realty Capital
Inc., a mortgage brokerage company, from John Hartman for 729,452 restricted
common shares. Mr. Hartman abstained from the vote. The acquisition was made at
a deemed value of $127,654 which was the net asset value of Realty Capital and
the average closing bid price of the Company on the prior five trading days.
FORWARD LOOKING STATEMENTS:
Certain statements made in this report on Form 10-QSB are "forward looking"
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such statements involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements of the
Company to be materially different from any future results implied by such
forward looking statements. Although the Company believes that the expectations
reflected in such forward looking statements are based upon reasonable
assumptions, the Company's actual results could differ materially from those set
forth in the forward looking statements. Certain factors that might cause such a
difference might include: the failure of the registrants efforts to secure
additional equity capital, the inability to successfully execute the revised
business plan, the success or failure to implement the management to operate
possible acquisitions profitably, and the registrant's planned marketing, public
relations and promotional campaigns.
RISK FACTORS:
The Company continues to be subject to a number of risk factors, including the
uncertainty of developing a commercial application for its intellectual
property, the ability of management to successfully acquire and manage revenue
generating operating companies profitably, the need for additional funds,
competition, technological obsolescence and the difficulties faced by
development stage companies in general.
ITEM 3: CONTROLS AND PROCEDURES
a) Disclosure controls and procedures . Within 90 days before filing this
report, an evaluation was performed under the supervision and with the
participation of the Company's management, including the CEO and CFO, of
the effectiveness of the design and operation of its disclosure controls
and procedures. Based on that evaluation , the Company's management,
including the CEO and CFO, concluded that the Company's disclosure controls
and procedures were effective as of the date of the evaluation.
(b) Internal controls. Since the date of the evaluation described above, there
have not been any significant changes in the Company's internal accounting
controls or in other factors that could significantly affect those
controls.
10
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company.The Company is unaware of any
proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
On January 31, 2003 the Company issued 973,936 restricted common shares to the
officers of the Company for accrued compensation of $45,000. The shares were
issued under Section 4(2) of the 1933 Securities Act.
On January 31, 2003 the Company issued 100,000 restricted common shares to an
individual for investor relations services valued at $4,000. The shares were
issued under Section 4(2) of the 1933 Securities Act.
On February 21, 2003 the Company issued 300,000 unrestricted shares under its
S-8 2003 Employees and Compensation Plan to an individual at a deemed value of
$15,000 for consulting services in connection with filing of Form 14C with the
Securities and Exchange Commission on February 11, 2003, work on the Company's
web site and assistance with development of the companies business plan and
basic strategy .
On March 10, 2003 the Company issued 450,000 unrestricted shares to two
consultants under its S-8 2003 Employees and Compensation Plan at a deemed value
of $22,500 for legal work and the preparation of a marketing strategy and budget
for the mortgage brokerage industry.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On February 11, 2003, the Company filed a Definitive Information Statement
pursuant to Section 14C of the Securities Exchange Act of 1934 as filed in
Exhibit 22.1.
The Registrant's Board of Directors unanimously approved the following
amendments to the company's articles of incorporation:
(a) increase the authorized shares of common stock of the Company to
100,000,000;
(b) increase the authorized preferred shares of the Company to 5,000,000;and,
(c) change the name of the Company to Silverado Financial, Inc.; and,
The Registrant has received the consent of a majority of the outstanding shares
of its common stock from shareholders of record at the close of business on
February 10, 2003 for these amendments. A Schedule 14C Definitive Information
Statement was filed with the Securities and Exchange Commission on February 11,
2003 and thereafter mailed to shareholders of record from whom the Registrant
did not seek consent. The filing of a Certificate of Amendment of Articles of
Incorporation with the Nevada Secretary of State, which put into effect these
changes, was done on April 8, 2003.
ITEM 5. OTHER INFORMATION
Not applicable.
11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
22.1 Definitive Information Statement pursuant to Section 14C of the
Securities Exchange Act of 1934,filed February 11, 2003 incorporated
herein by reference.
23.1 Consent of Thomas S. Jones dated January 28, 2003 pertaining to the Year
2003 Employees and Consultants Stock Compensation Plan as filed on Form
S-8 Registration Statement under the Securities Act of 1933 filed
January 31, 2003 incorporated herein by reference.
99.1 Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.2 Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) Reports on Form 8-K
A Form 8-K/A Amendment No. 1 filed on February 6, 2003, reported in Item
7, the financial statements and exhibits required to be reported for the
acquisition of Financial Software, Inc.
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.
SILVERADO FINANCIAL, INC.
/s/ John E. Hartman
-------------------------------------
Date: May 9, 2003 By: John E. Hartman
President and Chief Executive Officer
/s/ Albert A. Golusin
-------------------------------------
Date: May 9, 2003 By: Albert A. Golusin
Chief Financial Officer
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QUARTERLY CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Hartman, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Silverado
Financial, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the
9th day of May 2003.
/s/ John Hartman
-----------------------------
Chief Executive Officer
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QUARTERLY CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Albert Golusin, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Silverado
Financial, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the
9th day of May, 2003.
/s/ Albert Golusin
-----------------------------
Chief Financial Officer
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