content: UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              SILVERADO FINANCIAL INC.
  --------------------------------------------------------------------------------
                   (Name of small business issuer in its charter)
  
  
              NEVADA                                             86-0824125
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer or
    incorporation organization)                              Identification No.)
  
  
                         1475 SOUTH BASCOM AVENUE, SUITE 210
                             CAMPBELL, CALIFORNIA 95003
  --------------------------------------------------------------------------------
                 (Address of principal place of business) (zip code)
  
                              SILVERADO FINANCIAL, INC.
       Year 2004 Employees, Directors and Consultants Stock Compensation Plan
  --------------------------------------------------------------------------------
                              (Full title of the plan)
  
                                Nevada Agency & Trust
                                Attention: Leah Finke
                          50 West Liberty Street, Suite 800
                                 Reno, Nevada 89501
                              Telephone: (775) 322-0626
  --------------------------------------------------------------------------------
              (Name, address and telephone number of agent for service)
  
                                           CALCULATION OF REGISTRATION FEE
  <table>
  <caption>
  ========================= =================== ======================= ======================= =======================
  Title of Each Class of                          Proposed Maximum        Proposed Maximum
     Securities to be         Amount to be       Offering Price per      Aggregate Offering           Amount of
        Registered             Registered               Share              Price per Share      Registration Fee (1)
  ========================= =================== ======================= ======================= =======================
  <S>                           <C>                     <C>                     <C>                      <C>
     Common Stock Par           2,000,000               $0.17               $340,000 (2)                43.08
    Value - $0.001 per
           Share
  ========================= =================== ======================= ======================= =======================
  </table>
  
  (1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
       calculating the Registration  Fee, which is based on the closing sale price
       of the Company's  Common Stock on the average of February 2, 3, 4, 5 and 6,
       2004 as reported on the OTC Electronic Bulletin Board.
  
  (2)  Represents  the  maximum  number of shares  which may be granted  under the
       Silverado  Financial,  Inc. - Year 2004  Employees  and  Consultants  Stock
       Compensation Plan (the "Plan").
  
                                         1
  <PAGE>
  
  
  PART II
  
  INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference
  
  The following documents which have been heretofore filed with the Securities and
  Exchange  Commission  (the  "Commission")  by  the  Registrant  pursuant  to the
  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  are  incorporated  by
  reference in this Registration Statement:
  
  (1)  The  Registrant's  Annual  Report on Form  l0-KSB for the fiscal year ended
       December 31, 2002.
  
  (2)  The Registrants Quarterly Report on Form 10-QSB for the quarter ended March
       31, 2003.
  
  (3)  The Registrants  Quarterly Report on Form 10-QSB for the quarter ended June
       30, 2003.
  
  (4)  The  Registrants  Quarterly  Report on Form  10-QSB for the  quarter  ended
       September 30, 2003.
  
  (5)  All other reports filed by the Registrant  with the Commission  pursuant to
       Section  13(a) or Section  15(d) of the  Exchange  Act since the end of the
       fiscal year covered by the  Registrant's  Annual Report  referred to above;
       and
  
  (6)  The  description  of the Common  Stock of the  Registrant  contained in the
       Registrant's Registration Statement.
  
  All documents  filed by the Registrant  with the Commission  pursuant to Section
  13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
  Registration  Statement  and prior to the filing of a  post-effective  amendment
  hereto  which  indicates  that all  securities  offered  have been sold or which
  deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
  incorporated by reference herein and to be a part hereof from the date of filing
  of such documents.
  
  Item 4. Description of Securities.
  
  Not applicable.
  
  Item 5. Interests of Named Experts and Counsel.
  
  Not applicable.
  
  Item 6. Indemnification of Directors and Officers.
  
  The  Bylaws  of  the  Registrant   contain  provisions  which  provide  for  the
  indemnification  of directors,  officers,  and other  employees or agents of the
  Registrant  properly appointed to serve in an official capacity who while acting
  in good faith, in the best interests of the Registrant,  and within the scope of
  their offices, are or are threatened to be named as a defendant or respondent in
  a civil or  criminal  action.  The extent of the  indemnification  is limited to
  judgments,  penalties,  fines,  settlements  and  reasonable  expenses  actually
  incurred.
  
                                         2
  <PAGE>
  
  Item 7. Exemption from Registration Claimed.
  
  Not applicable.
  
  Item 8. Exhibits.
  
  *5.1  Opinion and Consent of William O'Neal, Attorney at Law
  *10.1 Silverado Financial,  Inc. - Year 2004 Officers,  Directors, Employees and
        Consultants Stock Compensation Plan
  *23.2 Consent of James C. Marshall, CPA, P.C (* filed herewith)
  
  Item 9. Undertakings.
  
  The Registrant hereby undertakes:
  
  (1)  to file, during any period in which it offers or sells  securities,  a post
       effective   amendment  to  this  registration   statement  to  include  any
       prospectus required by Section 10(a) (3) of the Securities Act;
  
  (2)  that, for the purpose of determining any liability under the Securities Act
       of 1933,  to treat  each  post-effective  amendment  as a new  registration
       statement of the securities offered,  and the offering of the securities at
       that time to be the initial bona fide offering;
  
  (3)  to remove from  registration by means of a post-effective  amendment any of
       the securities that remain unsold at the end of the offering.
  
  Insofar as indemnification  for liabilities  arising under the Securities Act of
  1933 (the  "Act") may be  permitted  to  directors,  officers,  and  controlling
  persons of the small business  issuer pursuant to the foregoing  provisions,  or
  otherwise, the small business issuer has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public policy
  as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
  claim for  indemnification  against such liabilities  (other than the payment by
  the Company in the  successful  defense of any action,  suit or  proceeding)  is
  asserted by such director,  officer or controlling person in connection with the
  securities  being  registered,  the Company will,  unless in the opinion of this
  counsel that matter has been settled by controlling precedent, submit to a court
  of appropriate  jurisdiction the question whether such  indemnification by it is
  against  public policy as expressed in the Act and will be governed by the final
  jurisdiction of such issue.
  
  SIGNATURES
  
  Pursuant to the  requirements of Section 13 or 15(d) 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 in the City of Campbell,
  State of California, on the dates indicated
  
  SILVERADO FINANCIAL INC.
  Date:    February 24, 2004
  
   By: /S/ JOHN E. HARTMAN
  ------------------------------------------
           John E. Hartman
           President and Director
           (Principal Executive Officer)
  
                                         3
  <PAGE>
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
  has been signed below by the  following  persons on behalf of the Company and in
  the capacities and on the dates indicated.
  
  Date:    February 24, 2004 By: /S/ JOHN E. HARTMAN
           John E. Hartman
           Director
           (Principal Executive Officer)
  
  Date:    February 24, 2004 By: /S/ Albert Golusin
           Albert Golusin
           Director
           (Principal Accounting Officer)
  
  Date:    February 24, 2004 By: /S/ sean radetich
           Sean Radetich
           Director
  
  Date:    February 24, 2004 By: /S/ Robert G. KrushNIsky
           Robert G. Krushnisky
           Director
  
  
                                         4
  <PAGE>
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metadata_filer: {"company-data": {"conformed-name": "SILVERADO FINANCIAL INC", "cik": "0001032405", "assigned-sic": "7372", "irs-number": "860824125", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113144", "film-number": "04635076"}, "business-address": {"street1": "1475 SOUTH BASCOM AVENUE", "street2": "SUITE 210", "city": "CAMPBELL", "state": "CA", "zip": "95008", "phone": "408-371-2301"}, "mail-address": {"street1": "1475 SOUTH BASCOM AVENUE", "street2": "SUITE 210", "city": "CAMPBELL", "state": "CA", "zip": "95008"}, "former-company": {"former-conformed-name": "RHOMBIC CORP", "date-changed": "19990813"}}
text: UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              SILVERADO FINANCIAL INC.
  --------------------------------------------------------------------------------
                   (Name of small business issuer in its charter)
  
              NEVADA                                             86-0824125
  --------------------------------------------------------------------------------
  (State or other jurisdiction of                           (I.R.S. Employer or
    incorporation organization)                              Identification No.)
  
                         1475 SOUTH BASCOM AVENUE, SUITE 210
                             CAMPBELL, CALIFORNIA 95003
  --------------------------------------------------------------------------------
                 (Address of principal place of business) (zip code)
  
                              SILVERADO FINANCIAL, INC.
       Year 2004 Employees, Directors and Consultants Stock Compensation Plan
  --------------------------------------------------------------------------------
                              (Full title of the plan)
  
                                Nevada Agency & Trust
                                Attention: Leah Finke
                          50 West Liberty Street, Suite 800
                                 Reno, Nevada 89501
                              Telephone: (775) 322-0626
  --------------------------------------------------------------------------------
              (Name, address and telephone number of agent for service)
  
                                           CALCULATION OF REGISTRATION FEE
  ========================= =================== ======================= ======================= =======================
  Title of Each Class of                          Proposed Maximum        Proposed Maximum
     Securities to be         Amount to be       Offering Price per      Aggregate Offering           Amount of
        Registered             Registered               Share              Price per Share      Registration Fee (1)
  ========================= =================== ======================= ======================= =======================
  Common Stock Par           2,000,000               $0.17               $340,000 (2)                43.08
    Value - $0.001 per
           Share
  ========================= =================== ======================= ======================= =======================
  (1)  Estimated  pursuant  to Rule  457(c) and 457(h)  solely for the  purpose of
       calculating the Registration  Fee, which is based on the closing sale price
       of the Company's  Common Stock on the average of February 2, 3, 4, 5 and 6,
       2004 as reported on the OTC Electronic Bulletin Board.
  
  (2)  Represents  the  maximum  number of shares  which may be granted  under the
       Silverado  Financial,  Inc. - Year 2004  Employees  and  Consultants  Stock
       Compensation Plan (the "Plan").
  
                                         1
  PART II
  
  INFORMATION REQUIRED IN REGISTRATION STATEMENT
  
  Item 3. Incorporation of Documents by Reference
  
  The following documents which have been heretofore filed with the Securities and
  Exchange  Commission  (the  "Commission")  by  the  Registrant  pursuant  to the
  Securities  Exchange  Act of 1934  (the  "Exchange  Act")  are  incorporated  by
  reference in this Registration Statement:
  
  (1)  The  Registrant's  Annual  Report on Form  l0-KSB for the fiscal year ended
       December 31, 2002.
  
  (2)  The Registrants Quarterly Report on Form 10-QSB for the quarter ended March
       31, 2003.
  
  (3)  The Registrants  Quarterly Report on Form 10-QSB for the quarter ended June
       30, 2003.
  
  (4)  The  Registrants  Quarterly  Report on Form  10-QSB for the  quarter  ended
       September 30, 2003.
  
  (5)  All other reports filed by the Registrant  with the Commission  pursuant to
       Section  13(a) or Section  15(d) of the  Exchange  Act since the end of the
       fiscal year covered by the  Registrant's  Annual Report  referred to above;
       and
  
  (6)  The  description  of the Common  Stock of the  Registrant  contained in the
       Registrant's Registration Statement.
  
  All documents  filed by the Registrant  with the Commission  pursuant to Section
  13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
  Registration  Statement  and prior to the filing of a  post-effective  amendment
  hereto  which  indicates  that all  securities  offered  have been sold or which
  deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
  incorporated by reference herein and to be a part hereof from the date of filing
  of such documents.
  
  Item 4. Description of Securities.
  
  Not applicable.
  
  Item 5. Interests of Named Experts and Counsel.
  
  Not applicable.
  
  Item 6. Indemnification of Directors and Officers.
  
  The  Bylaws  of  the  Registrant   contain  provisions  which  provide  for  the
  indemnification  of directors,  officers,  and other  employees or agents of the
  Registrant  properly appointed to serve in an official capacity who while acting
  in good faith, in the best interests of the Registrant,  and within the scope of
  their offices, are or are threatened to be named as a defendant or respondent in
  a civil or  criminal  action.  The extent of the  indemnification  is limited to
  judgments,  penalties,  fines,  settlements  and  reasonable  expenses  actually
  incurred.
  
                                         2
  Item 7. Exemption from Registration Claimed.
  
  Not applicable.
  
  Item 8. Exhibits.
  
  *5.1  Opinion and Consent of William O'Neal, Attorney at Law
  *10.1 Silverado Financial,  Inc. - Year 2004 Officers,  Directors, Employees and
        Consultants Stock Compensation Plan
  *23.2 Consent of James C. Marshall, CPA, P.C (* filed herewith)
  
  Item 9. Undertakings.
  
  The Registrant hereby undertakes:
  
  (1)  to file, during any period in which it offers or sells  securities,  a post
       effective   amendment  to  this  registration   statement  to  include  any
       prospectus required by Section 10(a) (3) of the Securities Act;
  
  (2)  that, for the purpose of determining any liability under the Securities Act
       of 1933,  to treat  each  post-effective  amendment  as a new  registration
       statement of the securities offered,  and the offering of the securities at
       that time to be the initial bona fide offering;
  
  (3)  to remove from  registration by means of a post-effective  amendment any of
       the securities that remain unsold at the end of the offering.
  
  Insofar as indemnification  for liabilities  arising under the Securities Act of
  1933 (the  "Act") may be  permitted  to  directors,  officers,  and  controlling
  persons of the small business  issuer pursuant to the foregoing  provisions,  or
  otherwise, the small business issuer has been advised that in the opinion of the
  Securities and Exchange Commission such indemnification is against public policy
  as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
  claim for  indemnification  against such liabilities  (other than the payment by
  the Company in the  successful  defense of any action,  suit or  proceeding)  is
  asserted by such director,  officer or controlling person in connection with the
  securities  being  registered,  the Company will,  unless in the opinion of this
  counsel that matter has been settled by controlling precedent, submit to a court
  of appropriate  jurisdiction the question whether such  indemnification by it is
  against  public policy as expressed in the Act and will be governed by the final
  jurisdiction of such issue.
  
  SIGNATURES
  
  Pursuant to the  requirements of Section 13 or 15(d) 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 in the City of Campbell,
  State of California, on the dates indicated
  
  SILVERADO FINANCIAL INC.
  Date:    February 24, 2004
  
   By: /S/ JOHN E. HARTMAN
  ------------------------------------------
           John E. Hartman
           President and Director
           (Principal Executive Officer)
  
                                         3
  Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
  has been signed below by the  following  persons on behalf of the Company and in
  the capacities and on the dates indicated.
  
  Date:    February 24, 2004 By: /S/ JOHN E. HARTMAN
           John E. Hartman
           Director
           (Principal Executive Officer)
  
  Date:    February 24, 2004 By: /S/ Albert Golusin
           Albert Golusin
           Director
           (Principal Accounting Officer)
  
  Date:    February 24, 2004 By: /S/ sean radetich
           Sean Radetich
           Director
  
  Date:    February 24, 2004 By: /S/ Robert G. KrushNIsky
           Robert G. Krushnisky
           Director
  
                                         4