Sunday, November 29, 2009 2:27:06 PM
DETAILED EMAIL TO SHAREHOLDERS 11/29/09
Happy Sunday FFGOrs!
8K was attached as a pdf to the email, but here is the link.
http://msnmoney.brand.edgar-online.com/DisplayFilingInfo.aspx?TabIndex=2&FilingID=6910960&type=convpdf&companyid=3482&ppu=%2fDefault.aspx%3fticker%3dffgo
FORTRESS FINANCIAL GROUP, INC. (FFGO.PK) - MANAGEMENT UPDATE TO STOCKHOLDERS & THE PROMISED FORM 8-K FILING COMMENTARY
Sun, November 29, 2009 1:59:43 PMFrom: "Investor Relations - Fortress Financial Group, Inc." <investor@fortfinancegroup.com>Add to Contacts
To: Viv<@yahoo.com>
Fortress Financial Group, Inc. - Form 8-K - Filed November 24, 2009.pdf (121KB)
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FORTRESS FINANCIAL GROUP, INC. (FFGO.PK) (“Fortress”)
Dear Valued Stockholder,
We have your details on our database as a stockholder of Fortress Financial Group, Inc. and through E Mails sent by yourself to Fortress. Fortress is a Company quoted on the OTC Pink Sheets Market under the Trading Symbol: FFGO.PK.
We have attached to this E Mail, a Form 8-K (In a PDF Format) as filed by ourselves with the SEC on November 24, 2009.
We are acutely aware that this Filing has caused great distress to some of our loyal stockholders whilst bringing long awaited relief to many of our other loyal and long standing stockholders.
This Filing was considered essential by your Company’s Management as it served to give our stockholders a clear picture of their Company to date; and served to quash any and all unfounded allegations and rumors that have troubled many of our stockholders (and your Company’s Management) for some time now.
We prepared this Filing in order to provide a “clean slate” for your Company, thereby allowing it to move forward in a positive fashion with all of the facts being available to our stockholders and to any and all potential bidders for your Company.
Your Company’s Management (and its Advisors) promise you that we believe that we have learned from our past mistakes, particularly on delivery of our promises, the old adage “He who fails to learn from history, is condemned to relive it”; seems to apply to us right now. We are determined to do our best to deliver superior returns to our very patient, loyal and long standing (and long suffering) stockholders, whilst providing our new Stockholders with the much needed and long overdue information, transparency and the full disclosure of all facts (whilst providing the mandatory “health warnings” associated with any Penny Stock investment.
After studying the numerous E Mail communications from our stockholders (for which, we thank you), which were sent to our ourselves in response to your Company’s filing of the this Form 8-K; your Company’s Management hereby honors its pledge to its stockholders to address and in very great detail, what appear to be the “key issues” arising from this Form 8-K Filing and to clear up any misunderstandings for many of our stockholders, as follows:
1. THE COMPANY’S CONTRACTUAL RELATIONSHIP WITH SEARCHLIGHT EXPLORATION, LLC:
From the Form 8-K Filing:
“The Company has long standing Agreements with Searchlight Exploration, LLC which contain provisions for “Minimal Work Expenditure” on both the “Bouse” and the “South Copperstone” Gold Properties. Failure by the Company to meet these “Minimal Work Expenditure” requirements in these agreements result in an immediate cancellation of the Company’s rights to these Mining Claims and would result in the immediate forfeiture of all of the Company’s rights in and to these two Gold Properties; to Searchlight Exploration, LLC. Had Searchlight Exploration, LLC held the Company to its contractual commitments; the Company would have forfeited all of his rights in and to both the “Bouse” and the “South Copperstone” Gold Properties.
The Company has settled with Searchlight Exploration, LLC (“Searchlight”) as follows:
1. The payment to Searchlight in respect of the 2004 to 2005 Year, an amount of US$100,000 (One hundred thousand dollars); and
2. The payment to Searchlight in respect of the 2005 to 2006 Year, an amount of US$200,000 (Two hundred thousand dollars); and
3. The payment to Searchlight in respect of the 2006 to 2007 Year, an amount of US$110,000 (One hundred and ten thousand dollars); and
4. The payment to Searchlight in respect of the 2007 to 2008 Year, an amount of US$200,000 (Two hundred thousand dollars); and
5. The payment to Searchlight in respect of the 2008 to 2009 Year, an amount of US$200,000 (Two hundred thousand dollars).
The total amount owed to Searchlight as at November 24, 2009 is in the amount of US$810,000.00 (Eight hundred and ten thousand dollars).
The Company issued a Loan Note to Searchlight Exploration, LLC on October 1, 2008 in the amount of US$810,000.00 (Eight hundred and ten thousand dollars). This Loan Note bears interest at the rate of 10% (Ten percent) per annum and is repayable upon demand.
The Company’s settlement of the “Minimal Work Provisions” with Searchlight, LLC has protected the Company’s interests in both the “Bouse” and in the “South Copperstone” Gold Properties.”
Management Comment:
This was a vital and necessary step in order to protect your Company’s interests in the two Gold properties. Searchlight Exploration, LLC is independent of your Company and their goodwill and support towards your Company is greatly appreciated. Your Company’s settlement with Searchlight Exploration, LLC averted the potential loss of your Company’s interest in these two Gold properties and cemented the long term cordial relationship that your Company has enjoyed (and continues to enjoy) with Searchlight Exploration, LLC.
Searchlight Exploration, LLC holds a direct interest in the amount of 9.99% of both the “Bouse” and “South Copperstone” Gold Properties.
The Agreements covering the contractual relationships between your Company and its subsidiary companies with Searchlight Exploration, LLC were filed in a Form 8-K dated October 25, 2005 in respect of the “Bouse” Gold Property and in a Form 8-K dated November 16, 2005 in respect of the “South Copperstone” Gold Property.
Allegations on various of the Internet Stock Chat Forums relating to Searchlight Exploration, LLC, its principals and Affiliates (“Group”) and stating that this Group own significant amounts of shares of your Company’s Common Stock and are disposing of these shares of your Company’s Common Stock are untrue, false and very misleading. The Management of your Company hereby unreservedly apologizes to Searchlight Exploration, LLC, its Principals and its Affiliates for these untrue, false and unwarranted statements made by unrelated third parties. For the record, Searchlight Exploration, LLC (and its Group) holds no more than 50 million shares of your Company’s Common Stock and has not disposed of any shares of our Common Stock, to date
2. THE MUTUAL TERMINATION OF THE PROPOSED TRANSACTION WITH HURASU RESOURCE CORPORATION:
From the Form 8-K Filing:
The Company had proposed to dispose of its stockholding in both its “Bouse” and its “South Copperstone” Gold Exploration Properties to Hurasu Resource Corporation (formerly First Platinum Retail Innovations, Inc.),and was referred to as “Goldco”. If completed, this would have resulted in a substantial Stock Dividend payment to the Company’s stockholders.
The Company was unable to complete this transaction for a number of reasons most of which are subject to a mutually agreed Confidentiality Agreement between all of the parties.
The Net Asset value per share of the Company’s Stock was calculated at that time based upon the value of the proposed transaction with Hurasu Resource Corporation and should under no circumstances be used as a Net Asset Value guide whatsoever in respect of the determination of a value for the Company’s remaining interests in both the “Bouse” and South Copperstone” Gold Exploration Properties at this time.
Management Comment:
The termination of this transaction was primarily due to (a) Hurasu Resource Corporation (formerly First Platinum Retail Innovations, Inc.) having its quotation removed from the OTC Pink Sheets Market just prior to the completion of this transaction and (b) the proposed Management of this Company electing not to proceed with this transaction with your Company due to other business commitments.
Had your Company concluded this transaction, our stockholders would have received unquoted and untradeable shares of Common Stock due to the termination of the Hurasu Resource Corporation’s quotation on the OTC Pink Sheets Market. This would have been a totally unacceptable situation for our stockholders.
3. MANAGEMENT’S PROPOSED RESOLUTION OF THE PAYMENTS IN THE HISTORICAL STOCK DIVIDENDS IN BOTH THE “BOUSE” AND THE “SOUTH COPPERSTONE” GOLD PROPERTIES:
From the Form 8-K Filing:
Stockholders of the Company as at November 7, 2005 received an amount of 899,967,718 (Eight hundred and ninety nine million nine hundred and sixty seven thousand seven hundred and eighteen) shares in Bouse Mining Holdings plc as a Stock Dividend. These shares are being held "on book" for and on behalf of these stockholders. This represents an amount of 40.9% of the Issued Share Capital of Bouse Mining Holdings plc.
Stockholders of the Company as at December 2, 2005 received an amount of 899,581,199 (Eight hundred and ninety nine million five hundred and eighty one thousand one hundred and ninety nine) shares in Copperstone Mining Holdings plc as a Stock Dividend. These shares are being held "on book" for and on behalf of these stockholders. This represented 40.9% of the Issued Share Capital of Copperstone Mining Holdings plc.
The Company holds full and accurate records of the stockholders eligible for both of these aforesaid Stock Dividends and as at the aforesaid “Record Dates” for these Dividend declarations.
On February 1, 2008, the “Bouse” Gold Exploration properties and interests held in Bouse Mining Holdings plc were transferred into a new Corporation, incorporated in Wyoming, named “Bouse Gold, Inc.”.
On February 1, 2008, the “South Copperstone” Gold Exploration properties and interests held in South Copperstone Mining Holdings plc were transferred into a new Corporation, incorporated in Wyoming, named “South Copperstone, Inc.”. It was considered more advantageous to hold these interests in Corporations incorporated in the United States of America compared to them being held in Foreign Corporations. All stockholders are guaranteed 1 (one) share of Common Stock in Bouse Gold, Inc. for every 1 (one) Ordinary share held in Bouse Mining Holdings plc. All stockholders are guaranteed 1 (one) share of Common Stock in South Copperstone, Inc. for every 1 (one) Ordinary share held in South Copperstone Mining Holdings plc.
On March 15, 2009, Bouse Gold, Inc. and South Copperstone, Inc. became delinquent with the Secretary of State in Wyoming due to nonpayment of State Taxes and were administratively dissolved. The Company is now ensuring that the outstanding State Taxes are paid in respect of both of these Corporations and ensuring that both of these Corporations are reinstated without delay. The Authorized Share Capital of both of these Corporations is being increased to an amount of 2,500,000,000 shares of Common Stock with the same Par Value per share of Common Stock.
Stockholders are assured that their holdings in Bouse Gold, Inc. and in South Copperstone are secure and that both of these Corporations are being restored to good standing with the Wyoming Secretary of State.
The cash costs incurred in effecting such a distribution of these shares of Bouse Gold, Inc. and in South Copperstone, Inc. to eligible stockholders would be extremely high and the Company is not in financial position to undertake this distribution until such time as the Company has raised funds. There is no guarantee that the Company will be in a position to raise the required funds. The Company incurred very significant financial costs and many hundreds of hours of both Management and Professional Advisors’ time in order to effect the full, complete and accurate distribution of the shares of Hunt Gold Corporation Common Stock to the Company’s eligible stockholders thus completing the previous 3 (Three) Stock Distributions to the Company’s stockholders in 2008 and in 2009.
The fact that the Company holds full and accurate records of the stockholders eligible for both of these aforesaid Stock Dividends and as at the aforesaid “Record Dates” for these Dividend declarations means that should a buyer for the “Bouse” and/or “South Copperstone” Gold Exploration Properties desire to acquire 100% (one hundred percent) of these Corporations; they would be able to make a direct offer to these eligible stockholders without requiring the Company’s participation and assistance in this endeavor.
The Company is prepared to furnish the full details of those eligible stockholders who hold stock in both “Bouse” and in “South Copperstone” obtained by themselves through these historical Stock Dividends declared by the Company; to any and all suitable and qualified prospective purchasers of these two Gold Exploration Property Corporations. This is to enable these prospective buyers to directly approach these eligible stockholders with a view to purchasing their stock in either one or in both of these Gold Exploration Property Corporations.
A sale of 100% (one hundred percent) of both Bouse Gold, Inc. and South Copperstone, Inc. would then result in these outstanding Stock Dividends being paid to eligible stockholders by any buyer of these interests.
There is no guarantee that the Company would be able to secure a successful and acceptable sale of these Corporations.
Management Comment:
Your Company’s Management is in possession of the Stock Distribution schedules relating to these two outstanding Dividends. It is considered prudent to await the outcome of the sale of the “Bouse” and the “South Copperstone” Gold Properties; and more importantly, the decision by any buyer of these Gold Properties wishing to acquire the substantial interest in those two Gold Properties that is held by these Dividend Holders.
4. OUTSTANDING LOAN NOTES ISSUED BY THE COMPANY:
From the Form 8-K Filing:
Please see the full Form 8-K filing. We issued a number of Loan Notes in the amount of US$4,285,855.65, excluding accrued interest to date.
Management Comment:
Your Company used these Loan Notes to formalize all of the outstanding loans that were due to these third parties, primarily to safeguard your Company’s assets and to avoid any expensive and protracted litigation which would have ensued had we not settled these outstanding loans on this mutually amicable basis.
5. AUTHORIZED SHARE CAPITAL OF THE COMPANY:
From the Form 8-K Filing:
The Company confirms that the Board of Directors had resolved that the Company's existing Authorized Share Capital in the amount of 5 Trillion shares of Common Stock be immediately reduced to an amount of 35 billion shares of Common Stock.
The Company will in due course reduce this number of its Authorized Shares of Common Stock to no higher than the amount of 75 Billion shares of Common Stock through the filing of amended Articles of Association with the Secretary of State in Wyoming.
This should not be construed as to the Company’s intention to issue additional shares of its Common Stock at this time.
Management Comment:
This is simply a long standing error with 5 Trillion shares of your Company’s Common Stock being Authorized. We will be amending our Articles of Association to change the authorized to an amount of 75 billion shares of our Common Stock being Authorized. We have absolutely no intention of issuing additional shares of our Common Stock at this time (particularly after having repurchased and cancelled 50% of our outstanding shares of Common Stock) but wish to have the capacity to do so, should the need arise at any time in the future.
6. MUTUAL CANCELLATION OF THE “SKYLINE URANIUM” TRANSACTION:
From the Form 8-K Filing:
The Company was forced to abandon its agreed transaction to acquire 25 Uranium Mining & Exploration Projects situated in Idaho, Northern Arizona, Utah and in Montana.
The Company’s inability to complete the Hurasu Resource Corporation (“Goldco”) transaction as outlined in previous Form 8-K Filings) whereby the Company was to dispose of its “Bouse” and “South Copperstone” Gold Exploration Properties and to then distribute the outstanding and historical stock dividends to eligible stockholders forced the Company to abandon its transaction which if successfully concluded, would have resulted in the Company being focused on Uranium Mining & Exploration.
Had the Company’s Management completed this transaction, it would have resulted in a very significant erosion of stockholder wealth given the extremely sharp decline in the prices of Uranium in 2009.
Management Comment:
Your Company was forced to abandon this transaction at that time for one very simple reason; that being the absolute refusal of the proposed new Management Team, to join the Board of Directors of your Company primarily due to the protracted and aggressive attacks against your Company at the date of this proposed transaction. They were simply not prepared to place their professional reputations at risk.
Management Comments on Valuations and Pricing of the Company’s Interests in the Two Gold Properties
GUIDELINES AS TO THE VALUE OF THE COMPANY’S INTERESTS IN THE “BOUSE” AND THE “SOUTH COPPERSTONE” GOLD PROPERTIES:
Your Company’s Management wishes to stress that its reluctance to provide firm valuations for either of the “Bouse” or the “South Copperstone” Gold Properties is very simple. We are at this time, in advanced discussions to dispose of the Company’s interests in both of the Gold Properties.
We do not wish to provide Confidential Data and pricing guidelines which would be immediately known to all current and prospective bidders for your Company’s interests in these two Gold Properties, as this would be counterproductive to your Company’s Management’s desire to achieve the best possible value for the Company and therefore, for its stockholders.
GUIDELINES AS TO THE VALUE OF YOUR COMPANY’S SHARES OF COMMON STOCK:
While bearing in mind our statements in the above paragraph, we realize that some sort of guidelines insofar as potential valuations of your Company’s price per share of Common Stock; are required and indeed demanded, by our stockholders.
What your Company’s Management is presently able to state is that: “We are NOT PREPARED, under any circumstances, to entertain an Offer for your Company’s interests in these two Gold Properties for an amount of less than US$100 million.”
THAT IS NOT TO SAY that we believe that your Company’s interests in these two Gold Properties are not worth more than US$100 million. We are very aware of historical valuations and the Geological Reports that are publicly available and which were prepared at very considerably lower Gold prices than Gold’s current trading price of nearly US$1,200/oz.
We are also not prepared to state that your Company’s interests in these two Gold Properties are worth an amount of US$700 million, a valuation which a very large number of our stockholders appear to embrace at this time. That would be foolish, misleading and unworthy of your Company’s Management. Your Company’s Management wishes to remind stockholders that circa 25% of your Company’s interest in the “Bouse” Gold Property were utilized to fund a substantial repurchase of your Company’s shares of Common Stock; leaving your Company with an interest of 23.22% of the “Bouse” Gold Property. That alone, reduced your Company’s value of its Gold Interests but did result in a reduction of 50% of the number of outstanding shares of your Company’s shares of Common Stock.
Based upon the number of outstanding shares of your Company’s Common Stock being in the amount of 31,562,377,817 (Before proposed cancellations of an additional 3,000,000,000 restricted shares of your Company’s Common Stock issued to two former Consultants to your Company); with your Company’s Closing Stock Price on Friday November 27, 2009 being in the amount of US$0.0002 per share of Common Stock; your Company’s Market Capitalization is currently in the amount of US$6,312,475.
If the hypothetical US$100 million is received from the sale of your Company’s interests in the two Gold Mines (as stated in this Paragraph), after the deduction of approximately US$5 million outstanding to Loan Note Holders; this places a Market Capitalization on your Company of US$95 million compared to its current Market Capitalization of US$6,312,475. The hypothetical valuation of each share of the Company’s Common Stock would then be US$0.003 compared to its current trading price of US$0.0002 per share.
Should the value of your Company’s interests in the two Gold Properties be greater than the hypothetical US$100 million; the value per share of your Company’s Common Stock would be proportionately higher. Those calculations, are for stockholders or other interested parties, to calculate; and should be based solely upon their own due diligence and research into the value of these two Gold Properties.
A NOTE OF CAUTION : The Company does owe an amount of approximately US$5 million (with Accrued Interest) to various Loan Note Holders (As detailed in the Form 8-K Filing). We cautioned stockholders, and we caution stockholders again, that in order to settle these Loan Notes, the preferred route for the Company is to settle these in full and from the proceeds of the sale of the Company’s interests in the two Gold Properties. Nevertheless, the Loan Note Holders could request that your Company exchange restricted shares of your Company’s Common Stock for all or part of their Loan Notes. If agreed to by your Company, this would result in an increased amount of your Company’s Common Stock and dilution of the existing stockholders. No Loan Note Holders have at this time, indicated any willingness whatsoever to consider exchanging any or all of their Loan Notes into shares of your Company’s Common Stock.
FURTHER NOTE OF CAUTION : Your Company may not be successful in finding a buyer for your Company’s interests in the two Gold Properties. Your Company’s Management is prepared to state on record that this is extremely unlikely.
These calculations are provided as guidelines only and are not in any way a recommendation by your Company’s Management in providing any guidance to you in your investment decisions when dealing in your shares of the Company’s Common Stock.
*These cautionary notes are provided for the protection of our Stockholders and any new Investors in our Company. Your Company’s Management considers it imperative to make all stockholders aware of potential risks before making investment decisions or dealing in the Company’s shares of Common Stock.
Your Company’s Management want to take this opportunity to address the additional matters of concern which Stockholders’ have communicated to ourselves, as follows:
TRADING IN YOUR COMPANY’S STOCK IN THE PAST WEEK:
It is not the policy of your Company’s Management to comment on the trading in your Company’s stock. Whilst we have received a number of requests for clarification on the heavy trading volumes of late, your Company’s Management does not have an explanation for this recent trading.
INFORMATION UPDATES ON THE PINK SHEETS WEB SITE:
Updated information to correct historical information on the OTC Pink Sheets web site has been submitted to that Market. We expect that this new updated information will be reflected shortly.
REMOVAL OF THE “STOP” SIGN BY THE OTC PINK SHEETS MARKET:
The Company had the “STOP” symbol replaced with that of “LIMITED INFORMATION” by the OTC Pink Sheets Market. This is a positive step forward and will permit additional Market Makers to trade in your Company’s shares of Common Stock. A large majority of Market Makers and Broker Dealers are not permitted to or choose not to trade in OTC Pink Sheet quoted stocks which have the “STOP” Symbol.
REMOVAL OF THE HISTORICAL “CHILL” ON THE COMPANY’S STOCKHOLDER REGISTER BY THE DTCC:
The Company for at least a year had a “chill” placed against it by the DTCC. The Company was never advised as to the reasons for this action. Your Company’s Management has been advised that the DTCC has now removed the “chill” from your Company. Any issues that the DTCC may have had with your Company would appear to have been resolved.
ALLEGATIONS OF NAKED SHORT SELLING OF YOUR COMPANY’S STOCK:
Your Company’s Management is very aware of the numerous allegations of Naked Short Selling, a common complaint from “Penny Stock Bosses”. Despite numerous requests from our stockholders for your Company’s Management to address this issue, we take the view that these allegations of Naked Short Selling are unfounded and that there is absolutely no proof of Naked Short Selling in your Company’s stock. A function of any orderly market, is to permit proper “Short Selling” of stocks. Your Company’s Management is unaware of the extent of any (if any) short positions in your Company’s Stock. We are not however, in a position to disprove the allegations of a “Short Position” in your Company’s stock.
HISTORICAL REPURCHASES OF STOCK BY YOUR COMPANY:
Your Company successfully repurchased and cancelled 50% of your Company’s outstanding shares of Common Stock. The Company does not intend to repurchase any additional shares of its Common Stock at this time and would revisit the issue should your Company’s Management be successful in disposing of the Company’s interests in the two Gold Properties.
APPOINTMENT OF A NEW TRANSFER AGENT:
The Company appointed Quicksilver Stock Transfer of Las Vegas, Nevada as the Company’s Transfer Agent as the Company had not had a Transfer Agent since the resignation of its former Transfer Agent on March 30, 2009.
NO INSIDER SALES OF THE COMPANY’S STOCK:
Your Company’s Management can confirm that no Officer, nor any former Officer of your Company has disposed of any shares of your Company’s Common Stock whatsoever; and continue to hold their shares of your Company’s stock in restricted form and “on book” with the Company’s Transfer Agent.
Any sales and/or purchases of your Company’s stock by Company Officer, Insiders and Affiliates would need to be disclosed and filed in the prescribed manner and time frame.
EFFECT OF THE ALL TIME HIGH GOLD PRICE UPON YOUR COMPANY, ITS VALUE AND IT’S STOCK PRICE:
The incredible run in the price of Gold (Gold having set a new all time Record High of US$1,195/oz this week, closing the week at US$1,178/oz) over the past few months has obviously increased the value of the Company’s interests in the two Gold Properties, enormously.
However, Gold, as a commodity, is extremely volatile and could very easily retrace in pricing over the short term or it could conversely continue to rise, this being very much dependent upon the continued decline in the US Dollar and upon increased Central Bank purchases of Gold Bullion.
Whilst the demand and the outlook for Gold Jewelry remains weak, the ever increasing popularity of investing in the Gold ETF’s (Exchange Traded Funds) which purchase physical Gold; coupled with a predicted decline in Gold production in the coming years and with Gold now being seen as “The Ultimate Safe Haven Asset Class” in these troubling and uncertain economic times; could well result in the continued upward trend in the price of Gold, in the short term.
The price of Gold will continue to be tied primarily to the prevailing strength or weakness of the US Dollar against other major global currencies.
Your Company’s Management takes the view that a price of US$1,100/oz for Gold is sustainable over the medium to long term with the price of Gold consolidating at a price of US$1,200/oz in 2010.
In short, the higher the price of Gold, the greater the price that your Company’s Management will be able to secure in respect of the sale of your Company’s interests in the two Gold properties.
CAUTIONARY NOTE: The comments on the price of Gold are the solely the views of your Company’s Management and its Advisors and should not, under any circumstances, be viewed as accurate; nor should they be acted upon. Any trading in Gold, Gold Derivatives or in Gold Exchange Funds should not be undertaken without expert advice.
RESOLUTION OF ALL LEGAL ISSUES AFFECTING THE COMPANY:
Your Company has resolved and settled all pending or threatened actions against your Company. This will be of enormous benefit to your Company should a successful bid emerge to purchase your Company and in the ongoing process of negotiations in respect of the sale of your Company’s interests in the two Gold properties.
ABILITY OF YOUR COMPANY TO CONTINUE AS A GOING CONCERN:
Your Company’s Management has secured immediate short term, unsecured funding from an Investment Company whom are substantial Investors and Loan Note Holders’ in your Company. This facility will ensure that your Company can continue to fund its day to day expenses, including but not limited to its Professional Advisors. This GUARANTEES that your Company’s Management will not be pressured into a “fire sale” of your Company’s interests in the two Gold Properties nor allow any “Value Play Predators” to attempt to swoop upon a cash strapped weakened Company with a derisory offer for this Company.
WILL THE LOAN NOTE HOLDERS CALL UP THEIR LOAN NOTES FROM THE COMPANY:
Your Company’s Management has an excellent relationship with each and every one of the Loan Note Holders. Each and every Loan Note Holder is committed to and supports the actions of your Company’s Management.
We can GUARANTEE stockholders that no Loan Note Holder will commence any Legal proceedings against this Company whatsoever; nor call up their Loan Notes.
EFFECTS OF THE COLLAPSE OF HUNT GOLD CORPORATION UPON YOUR COMPANY:
The unfortunate demise of Hunt Gold Corporation had a very limited impact upon your Company as your Company had utilized a very substantial portion of our stockholding in that Company to assist in the funding of our repurchases of your Company’s shares of Common Stock; at that time.
NUMBER OF SHARES OF YOUR COMPANY’S COMMON STOCK IN THE “FLOAT”:
A significant number of your Company’s outstanding shares of Common Stock are restricted, are held “on book” with the Transfer Agent or are held by Insiders. The Company is awaiting updated information from the new Transfer Agent as to how many of your Company’s shares of Common Stock are “restricted” and as to how many are “free trading”. Upon receipt of this information, we will be in a position to advise as to the exact “free trading float” of your Company. We estimate that the “Float” is in the amount of 6 Billion shares of Common Stock. This is however, an estimate and should not be considered to be factual until such time as accurate and updated information is provided by your Company’s Management.
CORPORATE WEB SITE:
Your Company has no immediate plans to create a corporate web site given your Company’s Management intention to dispose of its interests in the two Gold properties. We believe that all necessary and relevant information on your Company is already very available.
INVESTOR RELATIONS:
While we fully understand the value and importance of communication with our investors, we are not at liberty to discuss certain particulars of company information that is still in process, or has not been publicly disclosed. We shall strive to put forth as complete a picture of our present and future plans, as and when we can legally do so. We encourage investors to email our Investor Relations Department with pertinent queries, and we will do our level best to get back to you in a timely fashion, with as complete an answer as is possible. If you choose to contact us by phone, please be advised that you will be entered into the queue for a response, which may be longer than usual, due to the abundance of other phone queries.
So, to encapsulate our feelings, an email is preferable to a phone call, but phone calls will be returned in due course.
COMPANY MANAGEMENT’S VIEW ON THE VARIOUS POPULAR INTERNET STOCK CHAT FORUMS:
Your Company, its Management and its Advisors have for a long period of time been subjected to attacks on the popular internet stock chat forums. We, like all other Public Company representatives have resented and rebelled against these attacks, particularly if untrue or extremely personal in nature. However, your Company’s Management has realized that these internet stock chat forums serve a valuable purpose in the facilitation of the exchange of information; and of free and frank discussions between Company stockholders and others interested in a Company’s stock.
No longer will your Company’s Management view these Internet Stock Chat Forums with disgust and horror. Our policy, going forward, will be one of, “no comment”, to those who contact ourselves begging that we do something to prevent these attacks upon their Company. Whilst we have enormous sympathy for our stockholders as they watch their investment in their Company being damaged by various members of these Internet Stock Chat Forums, we as your Company’s Management, will be responsible for delivering upon our promises thus negating these attacks upon your Company.
We wish to remind our stockholders that there are many supporters of your Company, who loyally express their support and share their information, often the results of extensive due diligence; for your Company on these Internet Stock Chat Forums.
We must remember that one of the United States of America’s most cherished and enshrined Constitutional rights, is that of Free Speech, guaranteed by the First Amendment.
POSSIBILITY OF ANY FURTHER DIVIDEND DECLARATIONS:
At such time as your Company’s Management has concluded the disposal of the Company’s interests in the two Gold Properties, a decision as to the distribution of these proceeds will be decided upon. Given the possibility of a bid to purchase your Company, your Company’s Management does not wish to make any promises to its stockholders which it may be unable to honor.
It is not the intention of your Company’s Management to retain any of the proceeds from the sale of your Company’s interests in the two Gold Properties, in the Company; should they remain in control of your Company.
MANAGEMENT’S PLEDGE TO STOCKHOLDERS IN RESPECT OF TRANSPARENCY AND TO UPDATE STOCKHOLDERS REGUARLY:
We would like for you to know that we have now embarked on a journey of transparency and open communication with you, our valued stockholders.
We believe that we have a Brilliant future together, and we will now ignite our plans to be as open and honest with you as any company can be.
We will update you as soon and as completely as possible, on company business, as soon as we are able to do so. We look very much forward to building the value of this company, and sharing with you, the fruits of our labor.
NEW UPDATE - POSSIBLE AMENDMENT TO THE SALE PROCESS
After much deliberation, and after reviewing communications from our stockholders, coupled with discussions with significant external stockholders in both the “Bouse” and “South Copperstone” Gold Properties; your Company’s Management is considering:
- Opening the sale of the “Bouse” and “South Copperstone” Gold Properties to a wider audience and creating a “Possible Sealed Bid Auction” for these Assets; and
- Providing Confidential Data on both of these two Gold Properties to Qualified Bidders; and
- Involving Investment Banks and Boutique Corporate Finance Houses in the Sale Process.
This process, if implemented, would ensure “Top Dollar” for these Gold Properties, for our Company and its stockholders; providing a far more transparent and open sale process to the benefit of all parties involved in these transactions.
The result of this could be a broader range of financial and very possibly, other strategic options for your Company.
Given the current price of Gold, it is being considered that to deal exclusively with a limited choice of Bidders for these Gold Properties, may not be in our best interests.
This will not delay the Sale Process as we would insist on a “Cut Off” date to finalize any sale of these two Gold Properties.
Should your Company’s Management reach a consensus with the “Primary Minority Stockholders” in both the “Bouse” and “South Copperstone” Gold Properties, this weekend, an announcement will be made to the Market without delay; detailing your Company’s revised plans.
IMPORTANT NOTE: This revised plan is subject to the consent of the other significant stockholders in both “Bouse” and in “South Copperstone” and your Company’s Management has not as at 12:00 EST on Sunday November 29, 2009; received firm commitments from these third parties whom may not elect to support your Management’s revised plans as detailed in this paragraph.
FINAL SUMMARY – THE POSITIVE POINTS AFFECTING YOU AND YOUR COMPANY:
- The situation of having “No Bid” on the Stock for some eight months now resolved, with your Company’s stock now trading again.
- Company Stock price at US$0.0002 per share of Common Stock is extremely undervalued with much upside potential.
- We declared FIVE Stock Dividends, we PAID THREE Stock Dividends, pledged to honor the outstanding TWO Stock Dividends.
- We survived 2009, now we are stronger and more valuable than ever before, due to Record Gold Prices.
- The OTC Pink Sheets Market has removed the “STOP” annotation from your Company.
- We have appointed a Transfer Agent to the Company
- All Legal issues have been resolved by your Company’s Management
- Gold is now trading at Record Highs
- Our Stock repurchases reduced the number of outstanding shares of your Company’s Common Stock by 50%.
- Your Company’s Management is now solely focused on the sale of your Company’s interests in the two Gold Properties
A “WISH LIST” FROM YOUR COMPANY’S MANAGEMENT, FOR 2010:
Should your Company’s Management successfully conclude the sale of the Company’s interest in the two Gold Properties, this could bring about:
- The settlement of the historical and outstanding Stock Dividends; and
- Create a liquid trading environment for stockholders to trade in their shares of the Company’s Common Stock at a realistic “Fair Value Price”; and
- Allow Management to remunerate its professional advisors in order for them to complete the Company’s outstanding SEC filings to make the Company current in its reporting status; and
- Apply for reinstatement to the OTC Bulletin Board Market once Company is current in its filings; and
- Raise additional cash through traditional methods which it is currently precluded from doing so due to it being delinquent in its filings with the SEC; and
- Facilitate the payment of a large Single Liquidation Dividend to the Company’s stockholders.
IMPORTANT: THE COMPANY’S REQUIREMENTS TO ABIDE BY THE RULES GOVERNING THE DISSEMINATION OF EITHER “INSIDE” AND/OR “PRICE SENSITIVE INFORMATION:
Stockholders are asked to appreciate that your Company’s Management cannot, will not and is not permitted by Law to provide any stockholder or any other party whatsoever with any information that is not already in the “Public Domain” through Company filings with the SEC or through Company Press Releases. Regretfully, we will continue to decline stockholder (or other) requests for information where we consider such requests to contravene the dissemination of “Price Sensitive” or privileged information. In certain circumstances, your Company’s Management has entered into Non Disclosure Agreements and in those cases, cannot respond to requests that would constitute a breach of such Agreements.
A FINAL & PERSONAL REQUEST FROM YOUR COMPANY’S MANAGEMENT: Your Company’s Management respectfully request that stockholders allow “THE PAST TO REMAIN IN THE PAST” in respect of your Company. We ask that you please let your Company’s Management do their utmost to secure the best possible deal for the Company and its stockholders in the sale of the Company’s interests in the two remaining Gold Properties. We are aware that there are many reasons for specific individuals to be negative, and we choose not to engage them. Negativity towards your Company can only hurt the Company’s prospects of any serious and/or successful bid emerging for the Company. We acknowledge that constructive and lively debate amongst our stockholders is productive and healthy in any Market. Furthermore, stockholders may rest assured that negativity towards their Company will not in any manner affect your Company’s Management to secure the best possible deal in its negotiations to dispose of your Company’s interests in the two Gold Properties.
Lastly, we wish to express our sincere and heartfelt appreciation to those many loyal, longstanding and truly wonderfully supportive stockholders who have stayed with this Company despite the most trying of circumstances in 2009. God bless you all and we promise you that we will continue to tirelessly work to obtain for you what you so richly deserve, a great return on your investment in our Company and to let you know, that we truly appreciate your faith in us, your Management.
WE HAVE RECENTLY JOINED “TWITTER” TO AID US IN EFFECTIVELY COMMUNICATING WITH OUR STOCKHOLDERS!
TO VIEW AND RECEIVE OUR “TWEETS”, SIGN UP AND JOIN US AT WWW.TWITTER.COM AND FOLLOW US. OUR PROFILE IS: twitter.com/FFGO
We have established a new Investor “Hotline”; that telephone number being: (954) 623-7409. As from Wednesday December 2, 2009, you will have direct access to obtain any answers or details that you may require!
Please direct respectful enquiries to: investor@fortfinancegroup.com
*******SHOULD YOU NOT HAVE RECEIVED THE ATTACHMENT TO THIS E MAIL, OR ARE UNABLE TO OPEN THIS ATTACHMENT, PLEASE E MAIL US TO SEND IT TO YOU IN TEXT FORMAT********
This E Mail contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may", "future", "plan" or "planned", "will" or "should", "expected," "anticipates", "draft", "eventually" or "projected". You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, and other risks identified in a companies' annual report on Form 10-K or 10-KSB and other filings made by such company with the SEC. The Company does not recommend that you construe the contents of this E Mail as recommendation from Fortress Financial Group, Inc. to either buy, hold or to sell your shares of Fortress Financial Group Common Stock. Any investment decision made by yourselves in respect of Fortress Financial Group, Inc. should be made solely upon filings made by Fortress Financial Group, Inc. with the SEC and through information issued by Fortress Financial Group, Inc. on official Press Releases and through consultation with your Broker and/or Investment Advisors.
Happy Sunday FFGOrs!
8K was attached as a pdf to the email, but here is the link.
http://msnmoney.brand.edgar-online.com/DisplayFilingInfo.aspx?TabIndex=2&FilingID=6910960&type=convpdf&companyid=3482&ppu=%2fDefault.aspx%3fticker%3dffgo
FORTRESS FINANCIAL GROUP, INC. (FFGO.PK) - MANAGEMENT UPDATE TO STOCKHOLDERS & THE PROMISED FORM 8-K FILING COMMENTARY
Sun, November 29, 2009 1:59:43 PMFrom: "Investor Relations - Fortress Financial Group, Inc." <investor@fortfinancegroup.com>Add to Contacts
To: Viv<@yahoo.com>
Fortress Financial Group, Inc. - Form 8-K - Filed November 24, 2009.pdf (121KB)
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FORTRESS FINANCIAL GROUP, INC. (FFGO.PK) (“Fortress”)
Dear Valued Stockholder,
We have your details on our database as a stockholder of Fortress Financial Group, Inc. and through E Mails sent by yourself to Fortress. Fortress is a Company quoted on the OTC Pink Sheets Market under the Trading Symbol: FFGO.PK.
We have attached to this E Mail, a Form 8-K (In a PDF Format) as filed by ourselves with the SEC on November 24, 2009.
We are acutely aware that this Filing has caused great distress to some of our loyal stockholders whilst bringing long awaited relief to many of our other loyal and long standing stockholders.
This Filing was considered essential by your Company’s Management as it served to give our stockholders a clear picture of their Company to date; and served to quash any and all unfounded allegations and rumors that have troubled many of our stockholders (and your Company’s Management) for some time now.
We prepared this Filing in order to provide a “clean slate” for your Company, thereby allowing it to move forward in a positive fashion with all of the facts being available to our stockholders and to any and all potential bidders for your Company.
Your Company’s Management (and its Advisors) promise you that we believe that we have learned from our past mistakes, particularly on delivery of our promises, the old adage “He who fails to learn from history, is condemned to relive it”; seems to apply to us right now. We are determined to do our best to deliver superior returns to our very patient, loyal and long standing (and long suffering) stockholders, whilst providing our new Stockholders with the much needed and long overdue information, transparency and the full disclosure of all facts (whilst providing the mandatory “health warnings” associated with any Penny Stock investment.
After studying the numerous E Mail communications from our stockholders (for which, we thank you), which were sent to our ourselves in response to your Company’s filing of the this Form 8-K; your Company’s Management hereby honors its pledge to its stockholders to address and in very great detail, what appear to be the “key issues” arising from this Form 8-K Filing and to clear up any misunderstandings for many of our stockholders, as follows:
1. THE COMPANY’S CONTRACTUAL RELATIONSHIP WITH SEARCHLIGHT EXPLORATION, LLC:
From the Form 8-K Filing:
“The Company has long standing Agreements with Searchlight Exploration, LLC which contain provisions for “Minimal Work Expenditure” on both the “Bouse” and the “South Copperstone” Gold Properties. Failure by the Company to meet these “Minimal Work Expenditure” requirements in these agreements result in an immediate cancellation of the Company’s rights to these Mining Claims and would result in the immediate forfeiture of all of the Company’s rights in and to these two Gold Properties; to Searchlight Exploration, LLC. Had Searchlight Exploration, LLC held the Company to its contractual commitments; the Company would have forfeited all of his rights in and to both the “Bouse” and the “South Copperstone” Gold Properties.
The Company has settled with Searchlight Exploration, LLC (“Searchlight”) as follows:
1. The payment to Searchlight in respect of the 2004 to 2005 Year, an amount of US$100,000 (One hundred thousand dollars); and
2. The payment to Searchlight in respect of the 2005 to 2006 Year, an amount of US$200,000 (Two hundred thousand dollars); and
3. The payment to Searchlight in respect of the 2006 to 2007 Year, an amount of US$110,000 (One hundred and ten thousand dollars); and
4. The payment to Searchlight in respect of the 2007 to 2008 Year, an amount of US$200,000 (Two hundred thousand dollars); and
5. The payment to Searchlight in respect of the 2008 to 2009 Year, an amount of US$200,000 (Two hundred thousand dollars).
The total amount owed to Searchlight as at November 24, 2009 is in the amount of US$810,000.00 (Eight hundred and ten thousand dollars).
The Company issued a Loan Note to Searchlight Exploration, LLC on October 1, 2008 in the amount of US$810,000.00 (Eight hundred and ten thousand dollars). This Loan Note bears interest at the rate of 10% (Ten percent) per annum and is repayable upon demand.
The Company’s settlement of the “Minimal Work Provisions” with Searchlight, LLC has protected the Company’s interests in both the “Bouse” and in the “South Copperstone” Gold Properties.”
Management Comment:
This was a vital and necessary step in order to protect your Company’s interests in the two Gold properties. Searchlight Exploration, LLC is independent of your Company and their goodwill and support towards your Company is greatly appreciated. Your Company’s settlement with Searchlight Exploration, LLC averted the potential loss of your Company’s interest in these two Gold properties and cemented the long term cordial relationship that your Company has enjoyed (and continues to enjoy) with Searchlight Exploration, LLC.
Searchlight Exploration, LLC holds a direct interest in the amount of 9.99% of both the “Bouse” and “South Copperstone” Gold Properties.
The Agreements covering the contractual relationships between your Company and its subsidiary companies with Searchlight Exploration, LLC were filed in a Form 8-K dated October 25, 2005 in respect of the “Bouse” Gold Property and in a Form 8-K dated November 16, 2005 in respect of the “South Copperstone” Gold Property.
Allegations on various of the Internet Stock Chat Forums relating to Searchlight Exploration, LLC, its principals and Affiliates (“Group”) and stating that this Group own significant amounts of shares of your Company’s Common Stock and are disposing of these shares of your Company’s Common Stock are untrue, false and very misleading. The Management of your Company hereby unreservedly apologizes to Searchlight Exploration, LLC, its Principals and its Affiliates for these untrue, false and unwarranted statements made by unrelated third parties. For the record, Searchlight Exploration, LLC (and its Group) holds no more than 50 million shares of your Company’s Common Stock and has not disposed of any shares of our Common Stock, to date
2. THE MUTUAL TERMINATION OF THE PROPOSED TRANSACTION WITH HURASU RESOURCE CORPORATION:
From the Form 8-K Filing:
The Company had proposed to dispose of its stockholding in both its “Bouse” and its “South Copperstone” Gold Exploration Properties to Hurasu Resource Corporation (formerly First Platinum Retail Innovations, Inc.),and was referred to as “Goldco”. If completed, this would have resulted in a substantial Stock Dividend payment to the Company’s stockholders.
The Company was unable to complete this transaction for a number of reasons most of which are subject to a mutually agreed Confidentiality Agreement between all of the parties.
The Net Asset value per share of the Company’s Stock was calculated at that time based upon the value of the proposed transaction with Hurasu Resource Corporation and should under no circumstances be used as a Net Asset Value guide whatsoever in respect of the determination of a value for the Company’s remaining interests in both the “Bouse” and South Copperstone” Gold Exploration Properties at this time.
Management Comment:
The termination of this transaction was primarily due to (a) Hurasu Resource Corporation (formerly First Platinum Retail Innovations, Inc.) having its quotation removed from the OTC Pink Sheets Market just prior to the completion of this transaction and (b) the proposed Management of this Company electing not to proceed with this transaction with your Company due to other business commitments.
Had your Company concluded this transaction, our stockholders would have received unquoted and untradeable shares of Common Stock due to the termination of the Hurasu Resource Corporation’s quotation on the OTC Pink Sheets Market. This would have been a totally unacceptable situation for our stockholders.
3. MANAGEMENT’S PROPOSED RESOLUTION OF THE PAYMENTS IN THE HISTORICAL STOCK DIVIDENDS IN BOTH THE “BOUSE” AND THE “SOUTH COPPERSTONE” GOLD PROPERTIES:
From the Form 8-K Filing:
Stockholders of the Company as at November 7, 2005 received an amount of 899,967,718 (Eight hundred and ninety nine million nine hundred and sixty seven thousand seven hundred and eighteen) shares in Bouse Mining Holdings plc as a Stock Dividend. These shares are being held "on book" for and on behalf of these stockholders. This represents an amount of 40.9% of the Issued Share Capital of Bouse Mining Holdings plc.
Stockholders of the Company as at December 2, 2005 received an amount of 899,581,199 (Eight hundred and ninety nine million five hundred and eighty one thousand one hundred and ninety nine) shares in Copperstone Mining Holdings plc as a Stock Dividend. These shares are being held "on book" for and on behalf of these stockholders. This represented 40.9% of the Issued Share Capital of Copperstone Mining Holdings plc.
The Company holds full and accurate records of the stockholders eligible for both of these aforesaid Stock Dividends and as at the aforesaid “Record Dates” for these Dividend declarations.
On February 1, 2008, the “Bouse” Gold Exploration properties and interests held in Bouse Mining Holdings plc were transferred into a new Corporation, incorporated in Wyoming, named “Bouse Gold, Inc.”.
On February 1, 2008, the “South Copperstone” Gold Exploration properties and interests held in South Copperstone Mining Holdings plc were transferred into a new Corporation, incorporated in Wyoming, named “South Copperstone, Inc.”. It was considered more advantageous to hold these interests in Corporations incorporated in the United States of America compared to them being held in Foreign Corporations. All stockholders are guaranteed 1 (one) share of Common Stock in Bouse Gold, Inc. for every 1 (one) Ordinary share held in Bouse Mining Holdings plc. All stockholders are guaranteed 1 (one) share of Common Stock in South Copperstone, Inc. for every 1 (one) Ordinary share held in South Copperstone Mining Holdings plc.
On March 15, 2009, Bouse Gold, Inc. and South Copperstone, Inc. became delinquent with the Secretary of State in Wyoming due to nonpayment of State Taxes and were administratively dissolved. The Company is now ensuring that the outstanding State Taxes are paid in respect of both of these Corporations and ensuring that both of these Corporations are reinstated without delay. The Authorized Share Capital of both of these Corporations is being increased to an amount of 2,500,000,000 shares of Common Stock with the same Par Value per share of Common Stock.
Stockholders are assured that their holdings in Bouse Gold, Inc. and in South Copperstone are secure and that both of these Corporations are being restored to good standing with the Wyoming Secretary of State.
The cash costs incurred in effecting such a distribution of these shares of Bouse Gold, Inc. and in South Copperstone, Inc. to eligible stockholders would be extremely high and the Company is not in financial position to undertake this distribution until such time as the Company has raised funds. There is no guarantee that the Company will be in a position to raise the required funds. The Company incurred very significant financial costs and many hundreds of hours of both Management and Professional Advisors’ time in order to effect the full, complete and accurate distribution of the shares of Hunt Gold Corporation Common Stock to the Company’s eligible stockholders thus completing the previous 3 (Three) Stock Distributions to the Company’s stockholders in 2008 and in 2009.
The fact that the Company holds full and accurate records of the stockholders eligible for both of these aforesaid Stock Dividends and as at the aforesaid “Record Dates” for these Dividend declarations means that should a buyer for the “Bouse” and/or “South Copperstone” Gold Exploration Properties desire to acquire 100% (one hundred percent) of these Corporations; they would be able to make a direct offer to these eligible stockholders without requiring the Company’s participation and assistance in this endeavor.
The Company is prepared to furnish the full details of those eligible stockholders who hold stock in both “Bouse” and in “South Copperstone” obtained by themselves through these historical Stock Dividends declared by the Company; to any and all suitable and qualified prospective purchasers of these two Gold Exploration Property Corporations. This is to enable these prospective buyers to directly approach these eligible stockholders with a view to purchasing their stock in either one or in both of these Gold Exploration Property Corporations.
A sale of 100% (one hundred percent) of both Bouse Gold, Inc. and South Copperstone, Inc. would then result in these outstanding Stock Dividends being paid to eligible stockholders by any buyer of these interests.
There is no guarantee that the Company would be able to secure a successful and acceptable sale of these Corporations.
Management Comment:
Your Company’s Management is in possession of the Stock Distribution schedules relating to these two outstanding Dividends. It is considered prudent to await the outcome of the sale of the “Bouse” and the “South Copperstone” Gold Properties; and more importantly, the decision by any buyer of these Gold Properties wishing to acquire the substantial interest in those two Gold Properties that is held by these Dividend Holders.
4. OUTSTANDING LOAN NOTES ISSUED BY THE COMPANY:
From the Form 8-K Filing:
Please see the full Form 8-K filing. We issued a number of Loan Notes in the amount of US$4,285,855.65, excluding accrued interest to date.
Management Comment:
Your Company used these Loan Notes to formalize all of the outstanding loans that were due to these third parties, primarily to safeguard your Company’s assets and to avoid any expensive and protracted litigation which would have ensued had we not settled these outstanding loans on this mutually amicable basis.
5. AUTHORIZED SHARE CAPITAL OF THE COMPANY:
From the Form 8-K Filing:
The Company confirms that the Board of Directors had resolved that the Company's existing Authorized Share Capital in the amount of 5 Trillion shares of Common Stock be immediately reduced to an amount of 35 billion shares of Common Stock.
The Company will in due course reduce this number of its Authorized Shares of Common Stock to no higher than the amount of 75 Billion shares of Common Stock through the filing of amended Articles of Association with the Secretary of State in Wyoming.
This should not be construed as to the Company’s intention to issue additional shares of its Common Stock at this time.
Management Comment:
This is simply a long standing error with 5 Trillion shares of your Company’s Common Stock being Authorized. We will be amending our Articles of Association to change the authorized to an amount of 75 billion shares of our Common Stock being Authorized. We have absolutely no intention of issuing additional shares of our Common Stock at this time (particularly after having repurchased and cancelled 50% of our outstanding shares of Common Stock) but wish to have the capacity to do so, should the need arise at any time in the future.
6. MUTUAL CANCELLATION OF THE “SKYLINE URANIUM” TRANSACTION:
From the Form 8-K Filing:
The Company was forced to abandon its agreed transaction to acquire 25 Uranium Mining & Exploration Projects situated in Idaho, Northern Arizona, Utah and in Montana.
The Company’s inability to complete the Hurasu Resource Corporation (“Goldco”) transaction as outlined in previous Form 8-K Filings) whereby the Company was to dispose of its “Bouse” and “South Copperstone” Gold Exploration Properties and to then distribute the outstanding and historical stock dividends to eligible stockholders forced the Company to abandon its transaction which if successfully concluded, would have resulted in the Company being focused on Uranium Mining & Exploration.
Had the Company’s Management completed this transaction, it would have resulted in a very significant erosion of stockholder wealth given the extremely sharp decline in the prices of Uranium in 2009.
Management Comment:
Your Company was forced to abandon this transaction at that time for one very simple reason; that being the absolute refusal of the proposed new Management Team, to join the Board of Directors of your Company primarily due to the protracted and aggressive attacks against your Company at the date of this proposed transaction. They were simply not prepared to place their professional reputations at risk.
Management Comments on Valuations and Pricing of the Company’s Interests in the Two Gold Properties
GUIDELINES AS TO THE VALUE OF THE COMPANY’S INTERESTS IN THE “BOUSE” AND THE “SOUTH COPPERSTONE” GOLD PROPERTIES:
Your Company’s Management wishes to stress that its reluctance to provide firm valuations for either of the “Bouse” or the “South Copperstone” Gold Properties is very simple. We are at this time, in advanced discussions to dispose of the Company’s interests in both of the Gold Properties.
We do not wish to provide Confidential Data and pricing guidelines which would be immediately known to all current and prospective bidders for your Company’s interests in these two Gold Properties, as this would be counterproductive to your Company’s Management’s desire to achieve the best possible value for the Company and therefore, for its stockholders.
GUIDELINES AS TO THE VALUE OF YOUR COMPANY’S SHARES OF COMMON STOCK:
While bearing in mind our statements in the above paragraph, we realize that some sort of guidelines insofar as potential valuations of your Company’s price per share of Common Stock; are required and indeed demanded, by our stockholders.
What your Company’s Management is presently able to state is that: “We are NOT PREPARED, under any circumstances, to entertain an Offer for your Company’s interests in these two Gold Properties for an amount of less than US$100 million.”
THAT IS NOT TO SAY that we believe that your Company’s interests in these two Gold Properties are not worth more than US$100 million. We are very aware of historical valuations and the Geological Reports that are publicly available and which were prepared at very considerably lower Gold prices than Gold’s current trading price of nearly US$1,200/oz.
We are also not prepared to state that your Company’s interests in these two Gold Properties are worth an amount of US$700 million, a valuation which a very large number of our stockholders appear to embrace at this time. That would be foolish, misleading and unworthy of your Company’s Management. Your Company’s Management wishes to remind stockholders that circa 25% of your Company’s interest in the “Bouse” Gold Property were utilized to fund a substantial repurchase of your Company’s shares of Common Stock; leaving your Company with an interest of 23.22% of the “Bouse” Gold Property. That alone, reduced your Company’s value of its Gold Interests but did result in a reduction of 50% of the number of outstanding shares of your Company’s shares of Common Stock.
Based upon the number of outstanding shares of your Company’s Common Stock being in the amount of 31,562,377,817 (Before proposed cancellations of an additional 3,000,000,000 restricted shares of your Company’s Common Stock issued to two former Consultants to your Company); with your Company’s Closing Stock Price on Friday November 27, 2009 being in the amount of US$0.0002 per share of Common Stock; your Company’s Market Capitalization is currently in the amount of US$6,312,475.
If the hypothetical US$100 million is received from the sale of your Company’s interests in the two Gold Mines (as stated in this Paragraph), after the deduction of approximately US$5 million outstanding to Loan Note Holders; this places a Market Capitalization on your Company of US$95 million compared to its current Market Capitalization of US$6,312,475. The hypothetical valuation of each share of the Company’s Common Stock would then be US$0.003 compared to its current trading price of US$0.0002 per share.
Should the value of your Company’s interests in the two Gold Properties be greater than the hypothetical US$100 million; the value per share of your Company’s Common Stock would be proportionately higher. Those calculations, are for stockholders or other interested parties, to calculate; and should be based solely upon their own due diligence and research into the value of these two Gold Properties.
A NOTE OF CAUTION : The Company does owe an amount of approximately US$5 million (with Accrued Interest) to various Loan Note Holders (As detailed in the Form 8-K Filing). We cautioned stockholders, and we caution stockholders again, that in order to settle these Loan Notes, the preferred route for the Company is to settle these in full and from the proceeds of the sale of the Company’s interests in the two Gold Properties. Nevertheless, the Loan Note Holders could request that your Company exchange restricted shares of your Company’s Common Stock for all or part of their Loan Notes. If agreed to by your Company, this would result in an increased amount of your Company’s Common Stock and dilution of the existing stockholders. No Loan Note Holders have at this time, indicated any willingness whatsoever to consider exchanging any or all of their Loan Notes into shares of your Company’s Common Stock.
FURTHER NOTE OF CAUTION : Your Company may not be successful in finding a buyer for your Company’s interests in the two Gold Properties. Your Company’s Management is prepared to state on record that this is extremely unlikely.
These calculations are provided as guidelines only and are not in any way a recommendation by your Company’s Management in providing any guidance to you in your investment decisions when dealing in your shares of the Company’s Common Stock.
*These cautionary notes are provided for the protection of our Stockholders and any new Investors in our Company. Your Company’s Management considers it imperative to make all stockholders aware of potential risks before making investment decisions or dealing in the Company’s shares of Common Stock.
Your Company’s Management want to take this opportunity to address the additional matters of concern which Stockholders’ have communicated to ourselves, as follows:
TRADING IN YOUR COMPANY’S STOCK IN THE PAST WEEK:
It is not the policy of your Company’s Management to comment on the trading in your Company’s stock. Whilst we have received a number of requests for clarification on the heavy trading volumes of late, your Company’s Management does not have an explanation for this recent trading.
INFORMATION UPDATES ON THE PINK SHEETS WEB SITE:
Updated information to correct historical information on the OTC Pink Sheets web site has been submitted to that Market. We expect that this new updated information will be reflected shortly.
REMOVAL OF THE “STOP” SIGN BY THE OTC PINK SHEETS MARKET:
The Company had the “STOP” symbol replaced with that of “LIMITED INFORMATION” by the OTC Pink Sheets Market. This is a positive step forward and will permit additional Market Makers to trade in your Company’s shares of Common Stock. A large majority of Market Makers and Broker Dealers are not permitted to or choose not to trade in OTC Pink Sheet quoted stocks which have the “STOP” Symbol.
REMOVAL OF THE HISTORICAL “CHILL” ON THE COMPANY’S STOCKHOLDER REGISTER BY THE DTCC:
The Company for at least a year had a “chill” placed against it by the DTCC. The Company was never advised as to the reasons for this action. Your Company’s Management has been advised that the DTCC has now removed the “chill” from your Company. Any issues that the DTCC may have had with your Company would appear to have been resolved.
ALLEGATIONS OF NAKED SHORT SELLING OF YOUR COMPANY’S STOCK:
Your Company’s Management is very aware of the numerous allegations of Naked Short Selling, a common complaint from “Penny Stock Bosses”. Despite numerous requests from our stockholders for your Company’s Management to address this issue, we take the view that these allegations of Naked Short Selling are unfounded and that there is absolutely no proof of Naked Short Selling in your Company’s stock. A function of any orderly market, is to permit proper “Short Selling” of stocks. Your Company’s Management is unaware of the extent of any (if any) short positions in your Company’s Stock. We are not however, in a position to disprove the allegations of a “Short Position” in your Company’s stock.
HISTORICAL REPURCHASES OF STOCK BY YOUR COMPANY:
Your Company successfully repurchased and cancelled 50% of your Company’s outstanding shares of Common Stock. The Company does not intend to repurchase any additional shares of its Common Stock at this time and would revisit the issue should your Company’s Management be successful in disposing of the Company’s interests in the two Gold Properties.
APPOINTMENT OF A NEW TRANSFER AGENT:
The Company appointed Quicksilver Stock Transfer of Las Vegas, Nevada as the Company’s Transfer Agent as the Company had not had a Transfer Agent since the resignation of its former Transfer Agent on March 30, 2009.
NO INSIDER SALES OF THE COMPANY’S STOCK:
Your Company’s Management can confirm that no Officer, nor any former Officer of your Company has disposed of any shares of your Company’s Common Stock whatsoever; and continue to hold their shares of your Company’s stock in restricted form and “on book” with the Company’s Transfer Agent.
Any sales and/or purchases of your Company’s stock by Company Officer, Insiders and Affiliates would need to be disclosed and filed in the prescribed manner and time frame.
EFFECT OF THE ALL TIME HIGH GOLD PRICE UPON YOUR COMPANY, ITS VALUE AND IT’S STOCK PRICE:
The incredible run in the price of Gold (Gold having set a new all time Record High of US$1,195/oz this week, closing the week at US$1,178/oz) over the past few months has obviously increased the value of the Company’s interests in the two Gold Properties, enormously.
However, Gold, as a commodity, is extremely volatile and could very easily retrace in pricing over the short term or it could conversely continue to rise, this being very much dependent upon the continued decline in the US Dollar and upon increased Central Bank purchases of Gold Bullion.
Whilst the demand and the outlook for Gold Jewelry remains weak, the ever increasing popularity of investing in the Gold ETF’s (Exchange Traded Funds) which purchase physical Gold; coupled with a predicted decline in Gold production in the coming years and with Gold now being seen as “The Ultimate Safe Haven Asset Class” in these troubling and uncertain economic times; could well result in the continued upward trend in the price of Gold, in the short term.
The price of Gold will continue to be tied primarily to the prevailing strength or weakness of the US Dollar against other major global currencies.
Your Company’s Management takes the view that a price of US$1,100/oz for Gold is sustainable over the medium to long term with the price of Gold consolidating at a price of US$1,200/oz in 2010.
In short, the higher the price of Gold, the greater the price that your Company’s Management will be able to secure in respect of the sale of your Company’s interests in the two Gold properties.
CAUTIONARY NOTE: The comments on the price of Gold are the solely the views of your Company’s Management and its Advisors and should not, under any circumstances, be viewed as accurate; nor should they be acted upon. Any trading in Gold, Gold Derivatives or in Gold Exchange Funds should not be undertaken without expert advice.
RESOLUTION OF ALL LEGAL ISSUES AFFECTING THE COMPANY:
Your Company has resolved and settled all pending or threatened actions against your Company. This will be of enormous benefit to your Company should a successful bid emerge to purchase your Company and in the ongoing process of negotiations in respect of the sale of your Company’s interests in the two Gold properties.
ABILITY OF YOUR COMPANY TO CONTINUE AS A GOING CONCERN:
Your Company’s Management has secured immediate short term, unsecured funding from an Investment Company whom are substantial Investors and Loan Note Holders’ in your Company. This facility will ensure that your Company can continue to fund its day to day expenses, including but not limited to its Professional Advisors. This GUARANTEES that your Company’s Management will not be pressured into a “fire sale” of your Company’s interests in the two Gold Properties nor allow any “Value Play Predators” to attempt to swoop upon a cash strapped weakened Company with a derisory offer for this Company.
WILL THE LOAN NOTE HOLDERS CALL UP THEIR LOAN NOTES FROM THE COMPANY:
Your Company’s Management has an excellent relationship with each and every one of the Loan Note Holders. Each and every Loan Note Holder is committed to and supports the actions of your Company’s Management.
We can GUARANTEE stockholders that no Loan Note Holder will commence any Legal proceedings against this Company whatsoever; nor call up their Loan Notes.
EFFECTS OF THE COLLAPSE OF HUNT GOLD CORPORATION UPON YOUR COMPANY:
The unfortunate demise of Hunt Gold Corporation had a very limited impact upon your Company as your Company had utilized a very substantial portion of our stockholding in that Company to assist in the funding of our repurchases of your Company’s shares of Common Stock; at that time.
NUMBER OF SHARES OF YOUR COMPANY’S COMMON STOCK IN THE “FLOAT”:
A significant number of your Company’s outstanding shares of Common Stock are restricted, are held “on book” with the Transfer Agent or are held by Insiders. The Company is awaiting updated information from the new Transfer Agent as to how many of your Company’s shares of Common Stock are “restricted” and as to how many are “free trading”. Upon receipt of this information, we will be in a position to advise as to the exact “free trading float” of your Company. We estimate that the “Float” is in the amount of 6 Billion shares of Common Stock. This is however, an estimate and should not be considered to be factual until such time as accurate and updated information is provided by your Company’s Management.
CORPORATE WEB SITE:
Your Company has no immediate plans to create a corporate web site given your Company’s Management intention to dispose of its interests in the two Gold properties. We believe that all necessary and relevant information on your Company is already very available.
INVESTOR RELATIONS:
While we fully understand the value and importance of communication with our investors, we are not at liberty to discuss certain particulars of company information that is still in process, or has not been publicly disclosed. We shall strive to put forth as complete a picture of our present and future plans, as and when we can legally do so. We encourage investors to email our Investor Relations Department with pertinent queries, and we will do our level best to get back to you in a timely fashion, with as complete an answer as is possible. If you choose to contact us by phone, please be advised that you will be entered into the queue for a response, which may be longer than usual, due to the abundance of other phone queries.
So, to encapsulate our feelings, an email is preferable to a phone call, but phone calls will be returned in due course.
COMPANY MANAGEMENT’S VIEW ON THE VARIOUS POPULAR INTERNET STOCK CHAT FORUMS:
Your Company, its Management and its Advisors have for a long period of time been subjected to attacks on the popular internet stock chat forums. We, like all other Public Company representatives have resented and rebelled against these attacks, particularly if untrue or extremely personal in nature. However, your Company’s Management has realized that these internet stock chat forums serve a valuable purpose in the facilitation of the exchange of information; and of free and frank discussions between Company stockholders and others interested in a Company’s stock.
No longer will your Company’s Management view these Internet Stock Chat Forums with disgust and horror. Our policy, going forward, will be one of, “no comment”, to those who contact ourselves begging that we do something to prevent these attacks upon their Company. Whilst we have enormous sympathy for our stockholders as they watch their investment in their Company being damaged by various members of these Internet Stock Chat Forums, we as your Company’s Management, will be responsible for delivering upon our promises thus negating these attacks upon your Company.
We wish to remind our stockholders that there are many supporters of your Company, who loyally express their support and share their information, often the results of extensive due diligence; for your Company on these Internet Stock Chat Forums.
We must remember that one of the United States of America’s most cherished and enshrined Constitutional rights, is that of Free Speech, guaranteed by the First Amendment.
POSSIBILITY OF ANY FURTHER DIVIDEND DECLARATIONS:
At such time as your Company’s Management has concluded the disposal of the Company’s interests in the two Gold Properties, a decision as to the distribution of these proceeds will be decided upon. Given the possibility of a bid to purchase your Company, your Company’s Management does not wish to make any promises to its stockholders which it may be unable to honor.
It is not the intention of your Company’s Management to retain any of the proceeds from the sale of your Company’s interests in the two Gold Properties, in the Company; should they remain in control of your Company.
MANAGEMENT’S PLEDGE TO STOCKHOLDERS IN RESPECT OF TRANSPARENCY AND TO UPDATE STOCKHOLDERS REGUARLY:
We would like for you to know that we have now embarked on a journey of transparency and open communication with you, our valued stockholders.
We believe that we have a Brilliant future together, and we will now ignite our plans to be as open and honest with you as any company can be.
We will update you as soon and as completely as possible, on company business, as soon as we are able to do so. We look very much forward to building the value of this company, and sharing with you, the fruits of our labor.
NEW UPDATE - POSSIBLE AMENDMENT TO THE SALE PROCESS
After much deliberation, and after reviewing communications from our stockholders, coupled with discussions with significant external stockholders in both the “Bouse” and “South Copperstone” Gold Properties; your Company’s Management is considering:
- Opening the sale of the “Bouse” and “South Copperstone” Gold Properties to a wider audience and creating a “Possible Sealed Bid Auction” for these Assets; and
- Providing Confidential Data on both of these two Gold Properties to Qualified Bidders; and
- Involving Investment Banks and Boutique Corporate Finance Houses in the Sale Process.
This process, if implemented, would ensure “Top Dollar” for these Gold Properties, for our Company and its stockholders; providing a far more transparent and open sale process to the benefit of all parties involved in these transactions.
The result of this could be a broader range of financial and very possibly, other strategic options for your Company.
Given the current price of Gold, it is being considered that to deal exclusively with a limited choice of Bidders for these Gold Properties, may not be in our best interests.
This will not delay the Sale Process as we would insist on a “Cut Off” date to finalize any sale of these two Gold Properties.
Should your Company’s Management reach a consensus with the “Primary Minority Stockholders” in both the “Bouse” and “South Copperstone” Gold Properties, this weekend, an announcement will be made to the Market without delay; detailing your Company’s revised plans.
IMPORTANT NOTE: This revised plan is subject to the consent of the other significant stockholders in both “Bouse” and in “South Copperstone” and your Company’s Management has not as at 12:00 EST on Sunday November 29, 2009; received firm commitments from these third parties whom may not elect to support your Management’s revised plans as detailed in this paragraph.
FINAL SUMMARY – THE POSITIVE POINTS AFFECTING YOU AND YOUR COMPANY:
- The situation of having “No Bid” on the Stock for some eight months now resolved, with your Company’s stock now trading again.
- Company Stock price at US$0.0002 per share of Common Stock is extremely undervalued with much upside potential.
- We declared FIVE Stock Dividends, we PAID THREE Stock Dividends, pledged to honor the outstanding TWO Stock Dividends.
- We survived 2009, now we are stronger and more valuable than ever before, due to Record Gold Prices.
- The OTC Pink Sheets Market has removed the “STOP” annotation from your Company.
- We have appointed a Transfer Agent to the Company
- All Legal issues have been resolved by your Company’s Management
- Gold is now trading at Record Highs
- Our Stock repurchases reduced the number of outstanding shares of your Company’s Common Stock by 50%.
- Your Company’s Management is now solely focused on the sale of your Company’s interests in the two Gold Properties
A “WISH LIST” FROM YOUR COMPANY’S MANAGEMENT, FOR 2010:
Should your Company’s Management successfully conclude the sale of the Company’s interest in the two Gold Properties, this could bring about:
- The settlement of the historical and outstanding Stock Dividends; and
- Create a liquid trading environment for stockholders to trade in their shares of the Company’s Common Stock at a realistic “Fair Value Price”; and
- Allow Management to remunerate its professional advisors in order for them to complete the Company’s outstanding SEC filings to make the Company current in its reporting status; and
- Apply for reinstatement to the OTC Bulletin Board Market once Company is current in its filings; and
- Raise additional cash through traditional methods which it is currently precluded from doing so due to it being delinquent in its filings with the SEC; and
- Facilitate the payment of a large Single Liquidation Dividend to the Company’s stockholders.
IMPORTANT: THE COMPANY’S REQUIREMENTS TO ABIDE BY THE RULES GOVERNING THE DISSEMINATION OF EITHER “INSIDE” AND/OR “PRICE SENSITIVE INFORMATION:
Stockholders are asked to appreciate that your Company’s Management cannot, will not and is not permitted by Law to provide any stockholder or any other party whatsoever with any information that is not already in the “Public Domain” through Company filings with the SEC or through Company Press Releases. Regretfully, we will continue to decline stockholder (or other) requests for information where we consider such requests to contravene the dissemination of “Price Sensitive” or privileged information. In certain circumstances, your Company’s Management has entered into Non Disclosure Agreements and in those cases, cannot respond to requests that would constitute a breach of such Agreements.
A FINAL & PERSONAL REQUEST FROM YOUR COMPANY’S MANAGEMENT: Your Company’s Management respectfully request that stockholders allow “THE PAST TO REMAIN IN THE PAST” in respect of your Company. We ask that you please let your Company’s Management do their utmost to secure the best possible deal for the Company and its stockholders in the sale of the Company’s interests in the two remaining Gold Properties. We are aware that there are many reasons for specific individuals to be negative, and we choose not to engage them. Negativity towards your Company can only hurt the Company’s prospects of any serious and/or successful bid emerging for the Company. We acknowledge that constructive and lively debate amongst our stockholders is productive and healthy in any Market. Furthermore, stockholders may rest assured that negativity towards their Company will not in any manner affect your Company’s Management to secure the best possible deal in its negotiations to dispose of your Company’s interests in the two Gold Properties.
Lastly, we wish to express our sincere and heartfelt appreciation to those many loyal, longstanding and truly wonderfully supportive stockholders who have stayed with this Company despite the most trying of circumstances in 2009. God bless you all and we promise you that we will continue to tirelessly work to obtain for you what you so richly deserve, a great return on your investment in our Company and to let you know, that we truly appreciate your faith in us, your Management.
WE HAVE RECENTLY JOINED “TWITTER” TO AID US IN EFFECTIVELY COMMUNICATING WITH OUR STOCKHOLDERS!
TO VIEW AND RECEIVE OUR “TWEETS”, SIGN UP AND JOIN US AT WWW.TWITTER.COM AND FOLLOW US. OUR PROFILE IS: twitter.com/FFGO
We have established a new Investor “Hotline”; that telephone number being: (954) 623-7409. As from Wednesday December 2, 2009, you will have direct access to obtain any answers or details that you may require!
Please direct respectful enquiries to: investor@fortfinancegroup.com
*******SHOULD YOU NOT HAVE RECEIVED THE ATTACHMENT TO THIS E MAIL, OR ARE UNABLE TO OPEN THIS ATTACHMENT, PLEASE E MAIL US TO SEND IT TO YOU IN TEXT FORMAT********
This E Mail contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "may", "future", "plan" or "planned", "will" or "should", "expected," "anticipates", "draft", "eventually" or "projected". You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, and other risks identified in a companies' annual report on Form 10-K or 10-KSB and other filings made by such company with the SEC. The Company does not recommend that you construe the contents of this E Mail as recommendation from Fortress Financial Group, Inc. to either buy, hold or to sell your shares of Fortress Financial Group Common Stock. Any investment decision made by yourselves in respect of Fortress Financial Group, Inc. should be made solely upon filings made by Fortress Financial Group, Inc. with the SEC and through information issued by Fortress Financial Group, Inc. on official Press Releases and through consultation with your Broker and/or Investment Advisors.
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