Fortress Financial Group fka FFGO

[Vianna]

FORM 8KS - 8/2/10:

http://www.sec.gov/Archives/edgar/data/802206/000101376210001757/form8k.htm

ITEM 8.01 OTHER EVENTS


AMENDMENT AND RESTATEMENT OF BOUSE GOLD, INC. AND SOUTH COPPERSTONE, INC. PROJECT ACQUISITION AGREEMENTS WITH SEARCHLIGHT EXPLORATION, LLC

Bouse Gold, Inc. Agreement with Searchlight Exploration, LLC

On July 28, 2010, the Amended and Restated Bouse Project Acquisition Agreement dated October 7, 2005 between Bouse Gold, Inc. (“Bouse Gold”) and Searchlight Exploration, LLC (“Searchlight Exploration”) was amended and restated. The amendment will become effective upon the sale by a subsidiary company of Fortress Financial Group, Inc. of its Bouse Gold, Inc. shares of common stock to the Buyer. The amendment was required by the Buyer as a condition to its purchase of Bouse Gold, Inc. shares of common stock from the Fortress Financial Group, Inc. subsidiary company.


As a result of this amendment, the Net Profits Interest in the Bouse Gold, Inc. Project held by Searchlight Exploration, LLC was reduced to 5% from that of 25%. Additionally, the Net Smelter Returns Royalty payable to Searchlight Exploration, LLC was modified from a flat 5% to a sliding scale royalty based on the price of gold. The new royalty scale is as follows:

Over $2,400 per ounce 8.0%
Over $2,100 but under $2,400 per ounce 7.0%
Over $1,800 but under $2,100 per ounce 6.0%
Over $1,500 but under $1,800 per ounce 5.0%
Over $1,200 but under $1,500 per ounce 4.0%
Over $900 but under $1,200 per ounce 3.0%
Over $600 but under $900 per ounce 2.0%
Under $600 per ounce 1.0%


In return for these concessions, Bouse Gold, Inc. agreed to pay Searchlight Exploration, LLC the sum of US$2,500,000, which includes US$113,557 of current amounts due to Searchlight Exploration, LLC for work expenditures and BLM claim maintenance fees. This sum due to Searchlight Exploration, LLC will be represented by an unsecured Bouse Gold, Inc. promissory note, which will bear 10% simple interest, and will be due and payable on the earlier of (a) the first anniversary of the effective date of the amendment or (b) the acquisition by the Buyer of at least 75% of the outstanding common stock of Bouse Gold, Inc.


South Copperstone, Inc. Agreement with Searchlight Exploration, LLC


On July 28, 2010, the South Copperstone, Inc. Project Acquisition Agreement dated October 7, 2005 between South Copperstone, Inc. (“South Copperstone”) and Searchlight Exploration, LLC (“Searchlight Exploration”) was amended and restated. The amendment will become effective upon the sale by a subsidiary of Fortress Financial Group, Inc. of its South Copperstone shares of common stock to the Buyer. The amendment was required by the Buyer as a condition to its purchase of South Copperstone shares of common stock from the Fortress Financial Group, Inc. subsidiary company.


As a result of this amendment, the Net Profits Interest in the South Copperstone Gold Project held by Searchlight Exploration was reduced to 5% from 25%. Additionally, the Net Smelter Returns Royalty payable to Searchlight Exploration was modified from a flat 5% to a sliding scale royalty based on the price of gold. The new royalty scale is as follows:

Over $2,400 per ounce 8.0%
Over $2,100 but under $2,400 per ounce 7.0%
Over $1,800 but under $2,100 per ounce 6.0%
Over $1,500 but under $1,800 per ounce 5.0%
Over $1,200 but under $1,500 per ounce 4.0%
Over $900 but under $1,200 per ounce 3.0%
Over $600 but under $900 per ounce 2.0%
Under $600 per ounce 1.0%


In return for these concessions, South Copperstone agreed to pay Searchlight Exploration the sum of US$2,500,000, which includes US$86,537 of current amounts due to Searchlight Exploration for work expenditures and BLM claim maintenance fees. This sum due to Searchlight Exploration will be represented by an unsecured South Copperstone promissory note, which will bear 10% simple interest, and will be due and payable on the earlier of (a) the first anniversary of the effective date of the amendment or (b) the acquisition by the Buyer of at least 75% of the outstanding shares of common stock of South Copperstone.

ITEM 9.01 Financial Statements and Exhibits.


(d) Exhibits.


99.1 Amended and Restated Project Acquisition Agreement dated as of July 28, 2010 between Bouse Gold, Inc. and Searchlight Exploration, LLC

99.2 Amended and Restated Project Acquisition Agreement dated as of July 28, 2010 between South Copperstone, Inc. and Searchlight Exploration, LLC


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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: August 2, 2010 By: /s/ Peter James Bezzano

President

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2nd 8K

http://www.sec.gov/Archives/edgar/data/802206/000101376210001758/form8k.htm
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ITEM 2.03 AMENDMENT TO THE CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT


AMENDED 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 16, 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 16, 2010 with the entire sale proceeds settled to the Company by no later than August 16, 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.


AMENDED 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 16, 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 16, 2010 with the entire sale proceeds settled to the Company by no later than August 16, 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.


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AMENDMENT TO 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 16, 2010 with the entire sale proceeds settled to the Company by no later than August 16, 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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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: August 2, 2010 By: /s/ Peter James Bezzano
Peter James Bezzano
President







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