SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) November 17, 2003
SILVERADO FINANCIAL, INC
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(Exact name of registrant as specified in its charter)
Nevada 000-31079 77-0140428
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1475 South Bascom Avenue, Suite 210
Campbell, California 95008
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(Address of principal executive offices)
(408) 371-2301
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(Registrant's telephone number, including area code)
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On November 17, 2003 the Company acquired all of the outstanding common shares
of San Francisco Funding, Inc. (SFF), a mortgage banking operation with offices
in Novato and San Diego, California in exchange for 150,000 restricted common
shares and 25,000 shares of restricted Series A Secured Convertible Preferred
Stock ("Preferred") with a face value of $250,000 and bearing cumulative
dividends at six percent (6%) per year. The Preferred shall have a right to
convert to restricted common shares, at the option of the holder, for ten common
shares per each Preferred converted by the holder. The shares may be redeemed by
the Company at its option at any time after issuance for an amount equal to the
face value of each share plus any unpaid accrued dividends. The Preferred have
no voting rights in any shareholder meetings unless converted to common stock by
the holder. The Preferred are secured by the pledge of all of the shares of SFF
purchased by the Company under the stock purchase agreement. The Preferred
shares shall have piggyback registration rights upon any subsequent registration
made by the Company with the United States Securities and Exchange Commission
("SEC").
The Company purchased SFF in an arms length transaction at fair market value
from Daniel Selis and his wife who were the sole shareholders of SFF. Mr. Selis
and his wife were not affiliated with the Company prior to the sale. The assets
remaining with SFF were computer equipment, furniture and office equipment.
These assets were used by SFF in its mortgage banking business and Silverado
intends to continue to allow SFF to continue operating as a wholly owned
subsidiary in the same business.
The Company plans to report on the historical financial statements of SFF prior
to the acquisition and provide pro forma financial statements of the acquistion
within 60 calendar days of this filing.
EXHIBITS
10.1 Stock Purchase Agreement dated November 17. 2003 between Silverado
Financial Inc. and San Francisco Funding, Inc. is incorporated by reference
with the Form 10-QSB for the period ended September 30, 2003.
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.
SILVERADO FINANCIAL, INC.
Date December 1, 2003
By: /s/ John Hartman
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John Hartman, Chief Executive Officer