UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
OMB
APPROVAL
OMB
Number 3235-0058
Expires
March 31, 2006
Estimated
average burden
hours per
response…2.50
SEC FILE
NUMBER
0-12641
CUSIP
NUMBER
452440 40
1
Check
One: [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X]Form 10-Q [ ]Form N-SAR
For
Period Ended: December 31, 2004
[
]Transition Report on Form 10-K
[
]Transition Report on Form 20-F
[
]Transition Report on Form 11-K
[
]Transition Report on Form 10-Q
[
]Transition Report on Form N-SAR
For the
Transition Period Ended: _______________________________
_________________________________________________________________
PART I --
REGISTRANT INFORMATION
DALRADA
FINANCIAL CORPORATION
____________________________________________________________
Full Name
of Registrant
9449
Balboa Avenue, Suite 211
_______________________________________________________________
Address
of Principal Executive Office (Street and Number)
San
Diego, California 92123
_______________________________________________________________
City,
State and Zip Code
1
________________________________________________________________
PART II
-- Rules 12b-25(b) and (c)
________________________________________________________________
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to 12b-25(b) [Paragraph 23,047], the following
should be completed.
(Check
box if appropriate.) [X]
(a) The
reasons described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
(b) The
subject annual report, semiannual report, transition report on Form 10-K,
Form 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the prescribed due date or the
subject quarterly report of transition report on Form 10-Q, or portion thereof,
will be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The
accountant's statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
_________________________________________________________________
PART III
-- NARRATIVE
_________________________________________________________________
State
below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report, or portion thereof, could not be filed within
the prescribed time period.
The
auditors will not be through with their review of our financials until around
February 16, 2005.
________________________________________________________________
PART IV
-- OTHER INFORMATION
_________________________________________________________________
(1) Name
and telephone number of person to contact in regard to this
notification.
Owen
Naccarato, Esq.
949 851-9261
______________________________________________________
(Name)
(Area
Code) (Telephone
Number)
_______________________________________________________________
(2) Have
all other periodic reports under Section 13 or 15(d) of the Securities Exchange
Act of 1934 ("Exchange Act") or Section 30 of the Investment Company Act of 1940
during the preceding twelve months (or for such shorter period that the
registrant was required to filer such reports) been filed?
[X]
YES [ ] NO
If the
answer is no, identify reports.
________________________________________________________________
(3) Is
it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report, or portion
thereof?
[ ]
YES [X] NO
2
If so,
attach an explanation of the anticipated change, both narratively and
quantitatively, and if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
During
the second quarter ended December 31, 2004, Dalrada Financial Corporation had
two significant changes from the comparative period of December 31,
2003:
| · |
The
loss from operations was reduced from $4,783,000 to $520,511, a reduction
of $4,262,489. |
| · |
In
January 2004, the Company determined to discontinue operations of
Greenland, Inc., its professional employment business division, and sold
its shares in Greenland, Inc., back to Greenland. Effective March 1, 2004,
the Company completed the sale of Greenland. The terms of the sale are as
follows: the Company returned all common shares of Greenland except for
19,183,390 common shares; assign or grant all rights, title and interest
the Company had in acquiring any or all interest in ePEO Link, Inc. to
Greenland; Greenland canceled a convertible promissory note in the amount
of $2,225,000 issued by the Company to Greenland; and Greenland agreed to
forgive and cancel the inter-company transfer debt of the Company to
Greenland of approximately $1.3 million. |
______________________________________________________________
Dalrada
Financial Corporation
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
February 14, 2005 |
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By |
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/s/ Brian Bonar |
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Brian Bonar
CEO |
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Date:
February 14, 2005 |
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By |
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/s/ Eric
W. Gaer |
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Eric
W. Gaer
Director |
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other
duly authorized representative. The name and title of the person signing the
form shall be typed or printed beneath the signature. If the statement is signed
on behalf of the registrant by an authorized representative (other than an
executive officer), evidence of the representative’s authority to sign on behalf
of the registrant shall be filed with the form.