DFCO Form 8-K All Staffing Acquisition
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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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) September
18, 2006
Dalrada
Financial Corporation
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(Exact
Name of Registrant as Specified in its Charter)
Delaware 0-12641 33-0021693
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(State
or
Other Jurisdiction (Commission (IRS
Employer
of
Incorporation)
File
Number)
Identification No.)
9449
Balboa Avenue, Suite 211, San Diego, CA 92123
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(Address
of Principal Executive Offices) (Zip
Code)
Registrant's
telephone number, including area code: (858) 277-5300
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(Former
Name or Former Address, if Changed Since Last Report)
Item
2.1 Acquisition or Disposition of Assets
On
September 12, 2006, Dalrada Financial Corporation acquires all the outstanding
stock for All Staffing Inc., a
Tennessee corporation. The terms of the acquisition include payment of $3.5
million in cash and common stock. This payments consists of $500,000 in cash
and
a warrant to purchase 450,000 post split shares to Dalrada Financial
Corporations’ stock, to be valued at $3,000,000 36 months after issuance
(closing).
All
Staffing Inc, established in 1991, is a Professional Employer Organization
(PEO)
located in Lansford, PA. The Company has clients in PA, NJ and NY. All Staffing
provides comprehensive outsourcing of human resource and benefit administration,
as well as payroll and tax processing as a co-employer with its client
companies. In 2004 and 2005 the Company billed approximately $94 million and
$104 million respectively in gross payroll, related taxes and administration
fees.
All
Staffing will be operated as a wholly owned subsidiary of Dalrada Financial
Corporation, reporting to CEO Brian Bonar, and shall be responsible for sales
and operational activity for the eastern portion of the country. Additionally
All Staffing will undertake certain employment processes and administration
for
the benefit of all the Dalrada Financial companies.
Item
7. Financial Statements, Pro Forma Financial Information and
Exhibits.
| (a) |
The
required pro forma financial information is unavailable as of the date
hereof and will be filed by the Registrant pursuant to the requirements
of
the Securities Exchange Act and the rules and regulations promulgated
there under within 71 days after the date of the event reported in
this
Form 8-K.
|
99.1. Acquisition
Agreement
99.2. News
release issued by Dalrada Financial Corporation on
September
18, 2006.
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, September 18, 2006
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Chief Executive Officer, and
Brian
Bonar (Principal Executive Officer)
/s/
Stanley A. Hirschman Director September 18, 2006
------------------------
Stanley
A. Hirschman
/s/
Eric
W. Gaer Director September 18, 2006
------------------------
Eric
W.
Gaer
/s/
Richard H. Green Director September 18, 2006
-----------------------
Richard
H. Green
/s/
David
P. Lieberman
Director
September 18, 2006
------------------------
David
P.
Lieberman