Fortress Financial Group fka FFGO

[Vianna]

FFGO 8-K 7/21/10:

http://www.sec.gov/Archives/edgar/data/802206/000101376210001667/form8k.htm


8-K 1 form8k.htm FORTRESS FINANCIAL GROUP, INC. / WY FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT



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ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

REPAYMENT TERMS TO SLOANE INVESTMENTS, INC. FOLLOWING THEIR ACQUISITION OF THE BALANCE OF THE COMPANY’S OUTSTANDING LONG TERM LOAN NOTES

Following the acquisition of all of the balance of the Company’s outstanding Loan Notes and including accrued interest to date, as at July 12, 2010, the Company owed an amount of US$1,057,970.39 (One million fifty seven thousand nine hundred and seventy dollars and thirty nine cents) to Sloane Investments, Inc. and Sloane Investments, Inc. became the Company’s sole outstanding Loan Note Holder.

The Loan Notes acquired by Sloane Investments, Inc. from the various previous Loan Note Holders were due and payable by the Company no later than 12 (twelve) months from the date of their issue by the Company.

These Loan Notes, now having been acquired by Sloane Investments, Inc., are immediately due and payable by the Company to Sloane Investments, Inc. upon demand.


1. Sloane Investments, Inc. and the Company have agreed that:

1.1 The Company will repay this Loan Note in full, together with accrued interest, from the proceeds of the sale of the Company’s interests in Bouse Gold, Inc. and South Copperstone, Inc. It is specifically provided that the Company shall have settled the outstanding Loan Note together with accrued interest, in full and by no later than August 13, 2010.

1.2 The Company shall have executed upon its sale of its entire interest in Bouse Gold, Inc. and South Copperstone, Inc. by no later than August 6, 2010 with the entire sale proceeds settled to the Company by no later than August 12, 2010.

1.3 The Company will pay interest on the outstanding balance of the Loan Note which is calculated from June 12, 2010 until the date of full settlement and at the rate of 10% (Ten percent) per annum.

In the event of the Company breaching the terms of sub paragraph 1.1 and 1.2 above, the Loan Note, together with accrued interest, due to Sloane Investments, Inc. will become immediately due and payable by the Company.


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REPAYMENT TERMS TO SLOANE INVESTMENTS, INC. FOLLOWING THEIR ACQUISITION OF A SHORT TERM LOAN DUE BY THE COMPANY

Sloane Investments, Inc. acquired the short term debt owed by the Company to Abaxis, Inc. in the amount of US$207,554.50 (Two hundred and seven thousand five hundred and fifty four dollars and fifty cents) as at July 1, 2010.

The Company had no written loan agreement with Abaxis, Inc. in respect of the terms of repayment and the interest payable for this loan account.

2. Sloane Investments, Inc. and the Company have agreed that:

2.1 The Company will repay this Loan in full, together with accrued interest, from the proceeds of the sale of the Company’s interests in Bouse Gold, Inc. and South Copperstone, Inc. It is specifically provided that the Company shall have settled the outstanding Loan together with accrued interest, in full and by no later than August 13, 2010.

2.2 The Company shall have executed upon its sale of its entire interest in Bouse Gold, Inc. and South Copperstone, Inc. by no later than August 6, 2010 with the entire sale proceeds settled to the Company by no later than August 12, 2010.

2.3 The Company will pay interest on the outstanding balance of the Loan which is calculated from June 1, 2010 until the date of full settlement and at the rate of 10% (Ten percent) per annum.

In the event of the Company breaching the terms of sub paragraph 2.1 and 2.2 above, this loan, together with accrued interest, due to Sloane Investments, Inc. will become immediately due and payable by the Company.

SHORT TERM IMMEDIATE LOAN FUNDING PROVIDED BY SLOANE INVESTMENTS, INC. TO THE COMPANY

Abaxis, Inc. advised the Company on July 14, 2010 that it will no longer be advancing funds to the Company and that the Company should now seek its funding from Sloane Investments, Inc.

The Company secured on July 20, 2010 an immediate Loan Facility, not to exceed the amount of US$200,000 (Two hundred thousand dollars) from Sloane Investments, Inc. in order to be in a position to pay all of its ongoing expenses; including but not limited to Professional Fees, Investor Relations, Transfer Agent and the distribution costs of an upcoming but yet to be confirmed Dividend from the proceeds of the sale of the Company’s interests in Bouse Gold, Inc. and South Copperstone, Inc.

3. The terms of this very short term funding provided to the Company by Sloane Investments, Inc. are as follows:

3.1 The Company shall pay a fee to Sloane Investments, Inc. in the amount of US$20,000 (Twenty thousand dollars) for the provision of this immediate short term funding arrangement.

3.2 The Company will pay interest on the outstanding balance of the Loan until its settlement in full by the Company and at the rate of 12% (Twelve percent) per annum.

3.3 The Company will repay this Loan in full, together with the accrued interest and fee, from the proceeds of the sale of the Company’s interests in Bouse Gold, Inc. and South Copperstone, Inc. It is specifically provided that the Company shall have settled the outstanding Loan together with the accrued interest and fee, in full and by no later than August 31, 2010.

3.4 The Company shall have executed upon its sale of its entire interest in Bouse Gold, Inc. and South Copperstone, Inc. by no later than August 6, 2010 with the entire sale proceeds settled to the Company by no later than August 12, 2010.

In the event of the Company breaching the terms of sub paragraphs 3.3 and 3.4 above, this loan facility will be immediately terminated and the outstanding balance due to Sloane Investments, Inc., together with accrued interest, will become immediately due and payable by the Company.


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THE RELATIONSHIP BETWEEN THE COMPANY AND SLOANE INVESTMENTS, INC.

Sloane Investments, Inc. filed a Schedule 13D on June 30, 2010 disclosing that it had acquired beneficial ownership and sole voting rights in respect of an amount of 17,645,966,686 shares of the Company’s Common Stock. This represents 23.59% of the Company’s outstanding shares of Common Stock. Sloane Investments, Inc. is now the Company’s largest single stockholder.

The Company has finalized terms to dispose its entire remaining assets, those being its shares of Bouse Gold, Inc. common stock and its shares of South Copperstone, Inc. common stock. The Company has undertaken that upon its receipt of the sales proceeds from these disposals, to pay out the entire sales proceeds (after settlement of the above-mentioned loans, fee and interest to Sloane Investments, Inc.) to its stockholders as an Extraordinary Dividend and at a “Record” and “Payment” Date to be determined.

Sloane Investments, Inc. is satisfied with (and is completely in agreement with) the terms and conditions of the form of purchase and sale agreement in respect of the Company’s disposal of its shares of Bouse Gold, Inc. common stock and its shares of South Copperstone, Inc. common stock.

The Company has demonstrated to Sloane Investments, Inc. its ability to execute and close upon the proposed purchase and sale agreement. The Company considers the time limits required by Sloane Investments, Inc. to be fair, reasonable and achievable.

The Company fully understands the implications of its breaching the above-mentioned agreements with Sloane Investments, Inc. which if breached, could result in Sloane Investments, Inc. taking action to exercise its legal and contractual remedies or to join in an involuntary petition for the Company’s bankruptcy.


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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


Fortress Financial Group, Inc.

Date: July 21, 2010 By: /s/ Peter James Bezzano

President