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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) September
14, 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© under the Exchange Act (17
CFR
240.13e-4(c)).
ITEM
7.01.
|
Regulation
FD Disclosure
|
Satisfaction
of Lien
On
or
about September 10, 2007 Dalrada satisfied the Longview Fund’s and the related
debt holder’s (together called the “Debt Holders”) Lien on its assets which was
filed as part of its February 13, 2006 funding. The transfer of
Dalrada’s assets to the Debt Holders was also completed on or about September
10, 2007. The consideration given for the transfer of Dalrada’s asset
was the elimination of $7.4 million in convertible notes held by the Debt
Holders (see below schedule). Concurrently, Dalrada withdrew
its Form SB2 filed on January 31, 2007 which was registering the shares
underlying the convertible debt
Dalrada
does not have the resources to satisfy its remaining outstanding claims and
is
therefore evaluating its options including the declaration of bankruptcy,
obtaining capital from other sources and other strategic
alternatives.
SECURED
CREDITOR
|
APPROXIMATE
PRINCIPAL
AMOUNT
OF SECURED CONVERTIBLE NOTE ISSUED ON
FEBRUARY
13, 2006
|
LONGVIEW
FUND, LP
600
Montgomery Street, 44th Floor
San
Francisco, CA 94111
Fax:
(415) 981-5301
|
$3,500,000.00
|
LONGVIEW
FUND, LP
600
Montgomery Street, 44th Floor
San
Francisco, CA 94111
Fax:
(415) 981-5301
|
$261,707.00
|
LONGVIEW
EQUITY FUND, LP
600
Montgomery Street, 44th Floor
San
Francisco, CA 94111
Fax:
(415) 981-5301
|
$1,005,000.00
|
LONGVIEW
INTERNATIONAL EQUITY FUND, LP
600
Montgomery Street, 44th Floor
San
Francisco, CA 94111
Fax:
(415) 981-5301
|
$495,000.00
|
ALPHA
CAPITAL AKTIENGESELLSCHAFT
Pradafant
7
9490
Furstentums
Vaduz,
Lichtenstein
Fax:
011-42-32323196
|
$492,426.00
|
BALMORE,
S.A.
P.O.
Box 146, Road Town
Tortola,
BVI
Fax:
|
$1,380,960.00
|
HOWARD
SCHRAUB
c/o
G. Howard Associates Inc.
525
East 72nd
Street
New
York, NY 10021
Fax:
(212) 737-7467
|
$300,000.00
|
TOTAL
|
$7,435,093.00
|
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
14, 2007
Brian
Bonar
Chief Executive Officer, and
(Principal Executive Officer)
/s/
Stanley A.
Hirschman Director September
14, 2007
Stanley
A. Hirschman
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