-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IsepfjqaqJ+4KqG7d6Il0rWyOKi9qW1qWaAnrFHv6GXZfeeJdWNWy3Z/L5l6qaGy dQ7QQ6M6VypV3pOhvdJomw== 0001019687-07-002377.txt : 20070803 0001019687-07-002377.hdr.sgml : 20070803 20070803135018 ACCESSION NUMBER: 0001019687-07-002377 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20070801 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070803 DATE AS OF CHANGE: 20070803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DALRADA FINANCIAL CORP CENTRAL INDEX KEY: 0000725394 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 330021693 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12641 FILM NUMBER: 071023414 BUSINESS ADDRESS: STREET 1: 9449 BALBOA AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 858-277-5300 FORMER COMPANY: FORMER CONFORMED NAME: IMAGING TECHNOLOGIES CORP/CA DATE OF NAME CHANGE: 19970908 FORMER COMPANY: FORMER CONFORMED NAME: PERSONAL COMPUTER PRODUCTS INC DATE OF NAME CHANGE: 19920703 8-K 1 dalrada_8k-080107.txt 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) August 1, 2007 Dalrada Financial Corporation - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-12641 38-3713274 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 9449 Balboa Avenue, Suite 210, San Diego, CA 92123 - - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (858) 277-5300 - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5.02. Departure of Directors and Principal Officer; Appointment of Directors and Principal Officer Director Resignations: 1. Richard Green, a member of the Board of Directors of the Company has resigned effective July 26, 2007 at the request of management. 2. James Ellis, a member of the Board of Directors of the Company has resigned effective July 26, 2007 at the request of management. 3. Robert T. Baker, a member of the Board of Directors of the Company has resigned effective July 26, 2007 at the request of management. Appointment of Directors: The following new members were elected at the July 27, 2007 meeting of the Dalrada Financial Corporation of Board of Directors and will be effective July 31, 2007: 1. James Agnew is President, co-founder, and board member of Archway Insurance Services, LLC. At Archway, he is responsible for the overall management and marketing for the company and overseeing all new business production. Agnew has been integral in establishing the many strategic traditional and alternative market insurance partnerships and overall corporate strategy. Formerly a senior executive with the leading A.R.T. consultant, Commonwealth Risk, Agnew earned a reputation as one of the company's leading production sources for both corporate and specialty business, including recognition as "Producer of the Year". In 2004, he was nominated as one of the industry's "people to watch under 40" sponsored by Business Insurance magazine. Agnew currently serves as Chairman and CEO of Alliance National Insurance Company. 2. Stanley J. Costello, Jr. is President / CEO of All Staffing, Inc., a Tennessee licensed, Pennsylvania based Professional Employer Organization (PEO) that he started in 1991. Costello has grown All Staffing, Inc. to a company with over 100 million in sales and is involved on a daily basis in increasing its net worth. Costello has served as President of the Panther Valley Chamber of Commerce and presently holds office on the Board of Directors for St. Luke's Miners Memorial Hospital in Coaldale, PA. He is the First Vice President of the Northeast Pennsylvania Alliance (NEPA). Costello serves on the Board of Directors for the National Association of Alternative Staffing (NAAS), along with being the Vice President of the Schuylkill County Housing Authority. He is a standing member of the National Society of Accountants and plays an active role in the National Association of Professional Employer Organizations (NAPEO). Costello received a Bachelor of Science degree in Business Administration - Accounting from Shippensburg University. He became a CPA in 1996. Item 9.01 Exhibits (b) - -------------------------------------- ----------------------------------------- Exhibit No. Exhibit - -------------------------------------- ----------------------------------------- 17.1 Resignation of Richard Green - -------------------------------------- ----------------------------------------- 17.2 Resignation of James L. Ellis - -------------------------------------- ----------------------------------------- 17.3 Resignation of Robert T. Baker - -------------------------------------- ----------------------------------------- 99.01 Press Release July 31, 2007 - -------------------------------------- ----------------------------------------- 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. SIGNATURE TITLE DATE - --------- ----- ---- /s/ Brian Bonar Chairman of the Board of August 3, 2007 - ----------------- Chief Executive Officer, and Directors, (Principal Executive Officer) Brian Bonar /s/ Stanley A. Hirschman Director August 3, 2007 - ------------------------ Stanley A. Hirschman /s/ David P. Lieberman CFO August 3, 2007 - ---------------------- David P. Lieberman
EX-17.1 2 dalrada_8k-ex1701.txt RESIGNATION Exhibit 17.1 Date: July 25, 2007 Brian Bonar, Chairman & CEO Dalrada Financial Corp. 9449 Balboa Avenue Suite 210 San Diego, CA 92123 Dear Brian: Effective immediately, at the request of Management, I hereby resign as a Director of Dalrada Financial and as the Chairman of the Board Audit Committee pursuant to a proposed funding and management agreement which requires slots be available for new directors to be appointed. Sincerely, /s/ Richard Green - ------------------------ Richard Green EX-17.2 3 dalrada_8k-ex1702.txt RESIGNATION Exhibit 17.2 Date: July 25, 2007 Brian Bonar Chairman & CEO Dalrada Financial Corp. 9449 Balboa Avenue Suite 210 San Diego, CA 92123 Dear Brian: Effective immediately, at the request of Management, I hereby resign as a Director of Dalrada Financial and as the Chairman of the Board Compensation Committee pursuant to a proposed funding and management agreement which requires slots be available for new directors to be appointed. This resignation is submitted based on the good faith promise by you that past due compensation in the amount of $8,000.00 will be paid within 90 days. Sincerely, /s/ James L. Ellis - ------------------------ James L. Ellis EX-17.3 4 dalrada_8k-ex1703.txt RESIGNATION Exhibit 17.3 Date: July 25, 2007 Brian Bonar Chairman & CEO Dalrada Financial Corp. 9449 Balboa Avenue Suite 210 San Diego, CA 92123 Dear Brian: Effective immediately, at the request of Management, I hereby resign as a Director of Dalrada Financial pursuant to a proposed funding and management agreement which requires slots be available for new directors to be appointed. Sincerely, /s/ Robert T. Baker - -------------------- Robert T. Baker EX-99.1 5 dalrada_8k-ex9901.txt PRESS RELEASE Exhibit 99.01 DALRADA FINANCIAL CORPORATION - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE: CONTACT: Brian Bonar Dalrada Financial Corporation 858-427-8700 858-277-3448 inquiries@dalrada.com www.dalrada.com DALRADA FINANCIAL APPOINTS NEW BOARD MEMBERS SAN DIEGO, CA, July 31, 2007 -- Dalrada Financial Corporation (OTCBB: DFCO) today announced that Stanley J. Costello, Jr. and H. James Agnew have been elected as new board members; following the resignation of three members. Dalrada Financial would like to acknowledge the resignation of Robert Baker, Jim Ellis, and Dr. Richard Green from the Board of Directors. Each member has provided Dalrada with valuable resources and outstanding support with its everyday operations. In their place, Stanley J. Costello, Jr. and H. James Agnew have been appointed as new members of the board. Costello is the Executive Vice President of Sales and Marketing for Dalrada Financial and the President / CEO of All Staffing, Inc., which was acquired by Dalrada in September 2006. He started All Staffing in 1991 and has grown to a company with over 100 million dollars in sales. Costello also serves on the Board of Directors for St. Luke's Miners Memorial Hospital in Coaldale, PA and the National Association of Alternative Staffing (NAAS). In addition, he is active with the National Society of Accountants, National Association of Professional Employer Organizations (NAPEO), and serves as First Vice President of the Northeast Pennsylvania Alliance (NEPA). Costello received a Bachelor of Science in Business Administration - Accounting from Shippensburg University. Agnew is President and co-founder of Archway Insurance Services, LLC. He is responsible for the overall management and marketing for the company. Formerly a senior executive with the leading A.R.T. consultant, Commonwealth Risk, James earned a reputation as one of the company's leading production sources for both corporate and specialty business, including recognition as "Producer of the Year". At Archway, James has been integral in establishing the many strategic traditional and alternative market insurance partnerships and overall corporate strategy. He is responsible for overseeing all new business production. In 2004, he was nominated as one of the industry's "people to watch under 40" sponsored by Business Insurance magazine. Agnew currently serves as Chairman and CEO of Alliance National Insurance Company. "The continuing implementation of our strategic planning will allow these two new members to play a vital role in moving the company forward." said Brian Bonar, Dalrada's Chairman and CEO. ABOUT DALRADA FINANCIAL CORPORATION: Dalrada Financial Corporation provides employer business solutions to small to medium size businesses. The Company assists clients in providing a wide variety of management and employee programs that increase business efficiency. These include: payroll and human resources support, staffing, employee benefits, risk management insurance (including workers' compensation and business liability), financial management, and other business management products and services. Information on the Dalrada family of companies is available at: www.dalrada.com and www.allstaffing.com. SAFE HARBOR: Statements in this press release may constitute forward-looking statements and are subject to numerous risks and uncertainties, including the failure to complete successfully the development of new or enhanced products, the Company's future capital needs, the lack of market demand for any new or enhanced products the Company may develop, any actions by the Company's partners that may be adverse to the Company, the success of competitive products, other economic factors affecting the Company and its markets, seasonal changes, and other risks detailed from time to time in the Company's filings with the U.S. Securities and Exchange Commission. The actual results may differ materially from those contained in this press release. The Company disclaims any obligation to update any statements in this press release. -----END PRIVACY-ENHANCED MESSAGE-----