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Look at this old 8K...in 2008 FFGO transfered 519,497,456. shares valued at $302,607,268.00 of Bouse stock to third parties....in 2008 gold prices range from $700 to $1000 per oz.
Today FFGO owns outright between bouse and copperston over 1.5 billion shares (assume they are valued the same)...The price of gold is stated at $1050 (or higher).
Do the math!! against the total OS of 59+ Billion.
I come up with something substantially higher than .003 per share.
JMHO
Fact: OS is raised to over 59 Billion
Fact: PR stated that this will not effect the stated price of .003 per share.
How can this be??? Simple, WE DO NOT KNOW WHAT THE ACTUAL SALE PRICE PER SHARE IS. .003 is the minimum, as stated in previous PR's...for all we know the actual price could be .004 so an increase in the OS does not effect the minimum price per share as stated by FFGO. Yes it reduces what the final price may have been, but we do not know what that was. imho
it cost you $200 + com...you stand to make $2700 min. easy money!!
I could live with it : )
Question Here!!! Are there any legal eagles that can explaing what this means to us as stock holders? This is from todays 8-K regarding both gold interests.
The Purchasers of Bouse Gold, Inc. are solely interested in acquiring a 100% interest in Bouse Gold, Inc., which will be obtained through a short-form merger under the Wyoming Business Corporation Act as the Purchasers are obtaining in excess of 80% of the stock in Bouse Gold, Inc.
The Purchasers of South Copperstone, Inc. are solely interested in acquiring a 100% interest in South Copperstone, Inc., which will be obtained through a short-form merger under the Wyoming Business Corporation Act as the Purchasers are obtaining in excess of 80% of the stock in South Copperstone, Inc.
I'm assuming that the Buyer will merge with Bouse, and S. Copperstone as the means to take over 100% ownership. That being the case would there be a transfer of cash to FFGO for the sale of their interests? Or would there be some kind of stock swap?? sounds stupid, but I'ver heard others suggest a div in shares of the buyer in lieu of cash.
Priz,
The first news release link says FFGO opened at .0007 Really?? check it out, LOL, I didn't see it.
yes, thats the way i read it.
This from the 8k filed today..it details the plan.
SUMMARY OF THE SALE PROCESS OF BOTH BOUSE GOLD, INC. AND SOUTH COPPERSTONE, INC. AND THE PROPOSED PAYMENT OF THE PROCEEDS FROM THE COMPLETION OF THE SALE BY A DIVIDEND
The Company will be disposing of its 510,923,545 shares in Bouse Gold, Inc. Common Stock and its 1,030,421,001shares of South Copperstone, Inc. to the Purchaser. The proceeds payable to the Company from the sale of these aforesaid shares of both Bouse Gold, Inc. and South Copperstone, Inc. will be distributed in full to the stockholders of the Company upon a Dividend Date to be announced upon the completion of the sale of the Company’s shares of Bouse Gold, Inc. and South Copperstone, Inc.
The loans advanced by the Company to both Bouse Gold, Inc. and to South Copperstone, Inc. and in the amount of circa US$850,000, will be repaid to the Company by the Purchaser of Bouse Gold, Inc. and South Copperstone, Inc.
The amounts owed by the Company in respect of the balance of the outstanding Long Term Loan Note Holders and the current creditors will be settled from the sale proceeds. This amount will not be in excess of circa US$2,500,000.
PRICING GUIDELINE IN RESPECT OF THESE SALE TRANSACTIONS
The Company can confirm that the sale of its 510,923,545 shares of Bouse Gold, Inc. Common Stock and its 1,030,421,001 shares of South Copperstone Common Stock will not equate to a net amount that equates to an amount that is lower than the amount of US$0.003 per share of the Company’s Common Stock. The transaction is priced upon a Gold Price of US$1,050/oz. Should the Gold price be greater than the amount of US$1,050/oz upon the final completion of the sale of these shares of Common Stock in Bouse Gold, Inc. and in South Copperstone, Inc.; then the pricing per share would be greater than aforesaid. Stockholders are advised that these are pricing guidelines and simply reflect the lowest price that will be accepted by the Company. The Company is not prepared to give detailed information prior to the published completion of these sales transactions.
8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): April 23, 2010
FORTRESS FINANCIAL GROUP, INC. / WY
(Exact name of registrant as specified in charter)
Wyoming
(State or other Jurisdiction of Incorporation or Organization)
000-24262 2780 So. Jones Blvd. #3532
Las Vegas, Nevada 89146 91-1363905
(Commission File Number) (Address of Principal Executive Offices and zip code) (IRS Employer Identification No.)
(954) 623-7409
(Registrant's telephone
number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))240.13e-4(c))
--------------------------------------------------------------------------------
ITEM 8.01 OTHER EVENTS
REINSTATEMENT OF BOUSE GOLD, INC. AND SOUTH COPPERSTONE, INC.
Fortress Financial Group, Inc. (“The Company”) reported in a Form 8-K Filing dated November 24, 2009 that on March 15, 2009, both Bouse Gold, Inc. and South Copperstone, Inc. had became delinquent with the Secretary of State in Wyoming due to nonpayment of State Taxes and were administratively dissolved. The Company has settled the outstanding State Taxes in respect of these Corporations; the Corporations have been reinstated and are now in good standing.
The Authorized Share Capital of both of these Corporations has been increased to an amount of 2,500,000,000 shares of Common Stock to facilitate the settlement of outstanding Stock Dividends dated November 12, 2005 and December 2, 2005.
STOCKHOLDERS IN BOUSE GOLD, INC.
Eligible Dividend Recipients as at November 7, 2005: (Note 2) 899,967,718 40.91 %
Searchlight Exploration, LLC: 219,997,800 9.99 %
Fortress Financial Group, Inc.*: 510,923,545 23.22 %
Other Stockholders: (Note 1) 569,110,937 25.88 %
TOTAL ISSUED: 2,200,000,000
NOTE 1: The Company transferred an amount of US$302,607,268 (Three hundred and two million six hundred and seven thousand two hundred and sixty eight dollars) representing 519,497,456 (Five hundred and nineteen million four hundred and ninety seven thousand four hundred and fifty six) shares in the “Bouse” Gold Exploration Property to repurchase shares of the Company’s Common Stock in June and in July 2008..
NOTE 2: 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.
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.”. It was considered more advantageous to hold these interests in a Corporation 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.
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.
*Fortress Financial Group, Inc. holds its interests in Bouse Gold, Inc. through its wholly owned Investment Corporation, Western Diversified Mining Resources, Inc.
No additional shares of Bouse Gold, Inc. shares of Common Stock will be issued whatsoever.
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STOCKHOLDERS IN SOUTH COPPERSTONE, INC.
Eligible Dividend Recipients as at December 2, 2005: (NOTE 1) 899,581,199 40.89 %
Searchlight Exploration, LLC: 219,997,800 9.99 %
Fortress Financial Group, Inc.*: 1,030,421,001 46.84 %
Other Stockholders: 50,000,000 2.28 %
TOTAL ISSUED: 2,200,000,000
NOTE 1: 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.
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 a Foreign Corporation. 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.
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.
*Fortress Financial Group, Inc. holds its interests in South Copperstone, Inc. through its wholly owned Investment Corporation, Western Diversified Mining Resources, Inc.
No additional shares of South Copperstone, Inc. shares of Common Stock will be issued whatsoever.
EXTERNAL AUDIT OF BOUSE GOLD, INC. AND SOUTH COPPERSTONE, INC.
The Company is now in a position to engage an external Auditor to complete a full Audit of both South Copperstone, Inc. and of Bouse Gold, Inc. This audit is required to be completed prior to the final completion of the sale of these two Corporations as the Purchaser is not in a position to acquire unaudited Corporations due its Reporting and Filing obligations to the SEC.
PENDING SALE OF BOUSE GOLD, INC.
The Company has announced that it is in the process of completing upon the sale of its 510,923,545 shares of Bouse Gold, Inc. Common Stock, representing 23.22% of the outstanding shares of Bouse Gold, Inc. Common Stock.
The Company has secured the irrevocable consent to dispose of their shares of Bouse Gold, Inc. in concert with the Company, representing an additional amount of 1,518,563,813 shares of Bouse Gold, Inc. Common Stock, representing an additional 69.03% of the outstanding shares of Bouse Gold, Inc. Common Stock.
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This is made up as follows:
Eligible Dividend Recipients as at November 7, 2005: (Note 1) 729,455,076 33.16 %
Searchlight Exploration, LLC: 219,997,800 9.99 %
Fortress Financial Group, Inc.*: 510,923,545 23.22 %
Other Stockholders: 569,110,937 25.88 %
2,029,487,358 92.25 %
NOTE 1: This represents the sum total of large stockholders identified on the Bouse Gold, Inc. stockholder register who received their shares of Bouse Gold, Inc. Common Stock through the Stock Dividend declared by the Company on November 7, 2005.
*Fortress Financial Group, Inc. holds its interests in Bouse Gold, Inc. through its wholly owned Investment Corporation, Western Diversified Mining Resources, Inc.
The Company is therefore in a position to furnish the Purchasers of Bouse Gold, Inc. with an immediate amount of 2,029,487,358 shares of Bouse Gold, Inc. Common Stock, representing 92.25% of the outstanding shares of Bouse Gold, Inc. Common Stock.
The balance of the shares of Bouse Gold, Inc. Common Stock in the amount of 170,512,642, representing 7.75% of the outstanding shares of Bouse Gold, Inc. Common Stock are held as follows:
Cede & Co. (Note "A") 77,234,720 3.51 %
Identifiable Stockholders (Note "B") 93,277,922 4.24 %
170,512,642 7.75 %
NOTE “A”: This represents stockholders who held their shares in the Company with their Brokers at the date of the payment of the Stock Dividend with the Record Date of November 7, 2005. These stockholders would receive their share of the sale proceeds upon the completion of the sale of Bouse Gold, Inc. through a distribution which would have to be effected by the DTCC.
NOTE “B”: This represents identifiable stockholders whose holdings are directly and identifiably held on the Bouse Gold, Inc. stockholder register and received through the Stock Dividend payment with the Record Date of November 7, 2005. These stockholders would directly receive their share of the sale proceeds upon the completion of the sale of Bouse Gold, Inc.
The share of the sale proceeds payable upon the completion of the sale of Bouse Gold, Inc. to the stockholders described in Notes “A” and “B” would be calculated on the same terms as every other single stockholder of Bouse Gold, Inc.; and without exception.
The purchase of the balance of the shares of Bouse Gold, Inc. Common Stock in the amount of 170,512,642, representing 7.75% of the outstanding shares of Bouse Gold, Inc. Common Stock as described in Notes “A” and “B” will be mandatory upon the stockholders of Bouse Gold, Inc. given the unconditional acceptance of the sale by those stockholders representing an amount of 92.25% of the outstanding shares of Common Stock; thereby guaranteeing the Purchaser of Bouse Gold, Inc. their required 100% interest in Bouse Gold, Inc. The Purchasers of Bouse Gold, Inc. are solely interested in acquiring a 100% interest in Bouse Gold, Inc., which will be obtained through a short-form merger under the Wyoming Business Corporation Act as the Purchasers are obtaining in excess of 80% of the stock in Bouse Gold, Inc.
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PENDING SALE OF SOUTH COPPERSTONE, INC.
The Company has announced that it is in the process of completing upon the sale of its 1,030,421,001 shares of South Copperstone, Inc. Common Stock, representing 46.84% of the outstanding shares of South Copperstone, Inc. Common Stock.
The Company has secured the irrevocable consent to dispose of their shares of South Copperstone, Inc. in concert with the Company, representing an additional amount of 1,027,142,329 shares of South Copperstone, Inc. Common Stock, representing an additional 46.69% of the outstanding shares of South Copperstone, Inc. Common Stock.
This is made up as follows:
Eligible Dividend Recipients as at December 2, 2005: (Note 1) 757,144,529 34.42 %
Searchlight Exploration, LLC: 219,997,800 9.99 %
Fortress Financial Group, Inc.*: 1,030,421,001 46.84 %
Other Stockholders: 50,000,000 2.28 %
2,057,563,330 93.53 %
NOTE 1: This represents the sum total of large stockholders identified on the South Copperstone, Inc. stockholder register who received their shares of South Copperstone, Inc. Common Stock through the Stock Dividend declared by the Company on December 2, 2005.
*Fortress Financial Group, Inc. holds its interests in South Copperstone, Inc. through its wholly owned Investment Corporation, Western Diversified Mining Resources, Inc.
The Company is therefore in a position to furnish the Purchasers of South Copperstone, Inc. with an immediate amount of 2,057,563,330 shares of South Copperstone, Inc. Common Stock, representing 93.53% of the outstanding shares of South Copperstone, Inc. Common Stock.
The balance of the shares of South Copperstone, Inc. Common Stock in the amount of 142,436,670, representing 6.47% of the outstanding shares of South Copperstone, Inc. Common Stock are held as follows:
Cede & Co. (Note "C") 55,065,559 2.50 %
Identifiable Stockholders (Note "D") 87,371,111 3.97 %
142,436,670 6.47 %
NOTE “C”: This represents stockholders who held their shares in the Company with their Brokers at the date of the payment of the Stock Dividend with the Record Date of December 2, 2005. These stockholders would receive their share of the sale proceeds upon the completion of the sale of South Copperstone, Inc. through a distribution which would have to be effected by the DTCC.
NOTE “D”: This represents identifiable stockholders whose holdings are directly and identifiably held on the South Copperstone, Inc. stockholder register and received through the Stock Dividend payment with the Record Date of December 2, 2005. These stockholders would directly receive their share of the sale proceeds upon the completion of the sale of South Copperstone, Inc.
The share of the sale proceeds payable upon the completion of the sale of South Copperstone, Inc. to the stockholders described in Notes “C” and “D” would be calculated on the same terms as every other single stockholder of South Copperstone, Inc.; and without exception.
The purchase of the balance of the shares of South Copperstone, Inc. Common Stock in the amount of 142,436,670 and representing 6.47% of the outstanding shares of South Copperstone, Inc. Common Stock as described in Notes “C” and “D” will be mandatory upon these stockholders of South Copperstone, Inc. given the unconditional acceptance of the sale by those stockholders representing an amount of 93.53% of the outstanding shares of Common Stock; thereby guaranteeing the Purchaser of South Copperstone, Inc. their required 100% interest in South Copperstone, Inc. The Purchasers of South Copperstone, Inc. are solely interested in acquiring a 100% interest in South Copperstone, Inc., which will be obtained through a short-form merger under the Wyoming Business Corporation Act as the Purchasers are obtaining in excess of 80% of the stock in South Copperstone, Inc.
5
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SUMMARY OF THE SALE PROCESS OF BOTH BOUSE GOLD, INC. AND SOUTH COPPERSTONE, INC. AND THE PROPOSED PAYMENT OF THE PROCEEDS FROM THE COMPLETION OF THE SALE BY A DIVIDEND
The Company will be disposing of its 510,923,545 shares in Bouse Gold, Inc. Common Stock and its 1,030,421,001shares of South Copperstone, Inc. to the Purchaser. The proceeds payable to the Company from the sale of these aforesaid shares of both Bouse Gold, Inc. and South Copperstone, Inc. will be distributed in full to the stockholders of the Company upon a Dividend Date to be announced upon the completion of the sale of the Company’s shares of Bouse Gold, Inc. and South Copperstone, Inc.
The loans advanced by the Company to both Bouse Gold, Inc. and to South Copperstone, Inc. and in the amount of circa US$850,000, will be repaid to the Company by the Purchaser of Bouse Gold, Inc. and South Copperstone, Inc.
The amounts owed by the Company in respect of the balance of the outstanding Long Term Loan Note Holders and the current creditors will be settled from the sale proceeds. This amount will not be in excess of circa US$2,500,000.
PRICING GUIDELINE IN RESPECT OF THESE SALE TRANSACTIONS
The Company can confirm that the sale of its 510,923,545 shares of Bouse Gold, Inc. Common Stock and its 1,030,421,001 shares of South Copperstone Common Stock will not equate to a net amount that equates to an amount that is lower than the amount of US$0.003 per share of the Company’s Common Stock. The transaction is priced upon a Gold Price of US$1,050/oz. Should the Gold price be greater than the amount of US$1,050/oz upon the final completion of the sale of these shares of Common Stock in Bouse Gold, Inc. and in South Copperstone, Inc.; then the pricing per share would be greater than aforesaid. Stockholders are advised that these are pricing guidelines and simply reflect the lowest price that will be accepted by the Company. The Company is not prepared to give detailed information prior to the published completion of these sales transactions.
6
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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: April 23, 2010 By: /s/ Peter James Bezzano
Peter James Bezzano
President
7
8ks filed at 9:32 and 9:35
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): April 23, 2010
FORTRESS FINANCIAL GROUP, INC. / WY
(Exact name of registrant as specified in charter)
Wyoming
(State or other Jurisdiction of Incorporation or Organization)
000-24262 2780 So. Jones Blvd. #3532
Las Vegas, Nevada 89146 91-1363905
(Commission File Number) (Address of Principal Executive Offices and zip code) (IRS Employer Identification No.)
(954) 623-7409
(Registrant's telephone
number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))240.13e-4(c))
--------------------------------------------------------------------------------
ITEM 8.01 OTHER EVENTS
REORGANIZATION AND EXPANSION OF THE “SOUTH COPPERSTONE” GOLD EXPLORATION PROPERTIES
The Company holds a 46.84% interest in South Copperstone, Inc. which holds the interests in the “South Copperstone” Gold Project, which is located in La Paz County, Arizona.
Previously, the “South Copperstone” Gold Project was comprised of 37 unpatented mining claims (1 lode claim and 36 placer claims).
South Copperstone, Inc. has just completed a project to reorganize and expand its lode gold mining claims at South Copperstone. This was financed by a loan from the Company to South Copperstone, Inc. This is intended to set a firm foundation for future work at this Gold Property.
It was determined that the South Copperstone gold property had primarily lode gold deposit potential, rather than placer gold potential. Lode claims cover gold that is found in rock in place, as contrasted with placer claims which cover gold found in unconsolidated stream sediments and gravel. Most known past gold production from the Copperstone Mining District has been from lode deposits rather than placer deposits. This is consistent with other Arizona and Nevada gold production (for example, Nevada's prolific Carlin Trend gold production has predominantly come from areas covered by lode claims).
Accordingly, the placer mining claims at South Copperstone were not renewed for 2010 by South Copperstone, Inc. and new additional lode claims were subsequently staked over certain areas formerly covered by the placer claims, by South Copperstone, Inc. This was completed on April 17, 2010 when an additional 23 new lode claims were staked at South Copperstone by South Copperstone, Inc.
The Company is extremely satisfied that it was in a position to advance these funds to South Copperstone, Inc. in order to have achieved the very successful completion of this project and believes that it has greatly strengthened the land position and the valuation of South Copperstone, Inc. The new lode claims were sited to cover all past drill holes that encountered gold within the areas formerly covered by placer mining claims.
At South Copperstone, there is now a contiguous block of 24 lode claims that begins just south of American Bonanza’s claims and runs southwest for over a mile. Past drilling by Callahan Mining in the northwest corner of the South Copperstone lode claims reportedly encountered gold in a quartz latite unit. Quartz latite crops out or is evident in float over the entire mile plus long westerly portion of the new enlarged lode claim block. The lode claims also cover an area where Callahan’s geophysical work found an anomaly, which is also on trend with the Valenzuela mine, located to the west of the South Copperstone property. Assuming that the Company can replicate Callahan’s geophysical results, this is an area where the Company hopes to develop the initial drill sites at South Copperstone.
The Company is at this time completing the sale of its stockholding in; and its loan account to, South Copperstone, Inc. The reorganization and expansion of South Copperstone, Inc.’s interests in the “South Copperstone” Gold Properties has now resulted in significant additional value having been created in respect of the value of the Company’s stockholding in South Copperstone, Inc.
2
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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: April 23, 2010 By: /s/ Peter James Bezzano
Peter James Bezzano
President
3
FFG is a financial company that owns interst in these gold properties..Their primary business is as a reseller of domestic and international MasterCard debit cards. So who knows what the audit will covering..But I think your right in that it will not take long to complete...it may already be complete as some here are saying.
It this right or wrong???? that we must hold our shares until after the EX-Div date befor we can sell and move on and still receive the dividend, since we are the shareholders of record for the div. on the declared dates?
LOL...did I confuse the question to much? I simply want to know when it will be safe to sell off the shares I'm sitting on and still be assured the div.
I believe FFGO will declare the didvidend dates in the very near future possibly today in the 8ks being filed.
I listened to that THRR CC the following panic sell off was almost commical...LOL...That one is still primed to make money if you get in on it....INHO
I copied and pasted the following from the OTC Markets web site...Link provided...Go look for your selves....as in your own DD. I think Puppydot...(AKA Guarddog) is 100% correct for OTC quoted securities, however FFGO is not OTC it is Pink and every thing official I have been able to find essentially states that Pink sheets are not required to file.......So in my opinion I do not see a problem with FFGO being revoked by the SEC anytime in the near future.....
JMHO
insert-text-here
Are there any filing requirements with the Pink Sheets for the issuers?
Issuers are not required to register securities with the Securities and Exchange Commission (SEC), or be current in their reporting requirements to be quoted on the Pink Sheets. Nor are issuers required to file financial or other company information with the Pink Sheets. SEC Rule 10b-17 requires all issuers of publicly traded securities, including Pink Sheets securities, to notify the NASD at least 10 calendar days prior to the record date of any dividend or other distribution, stock split, reverse split, or rights or subscription offering.
FYI
www.sec.gov/info/smallbus/acspc/appendj.pdf
Companies whose equity securities are traded on the OTC Bulletin Board must also be subject to periodic reporting requirements of the SEC or another financial services industry regulator. If companies listed on the OTCBB become delinquent in their filings of periodic reports, the rules of the OTCBB require delisting.
Companies whose securities are traded only on the Pink Sheets are subject to very little regulation and no governance requirements. They do not have to be current in their SEC filings even if they are subject to SEC filing requirements.[/u] Essentially, the only federal regulatory oversight is Rule 15c2-11 under the Exchange Act which requires broker-dealers to have certain
information in their possession before they can initiate quotes in the company’s securities. The Committee is recommending that Rule 15c2-11 be amended to provide that the information the broker-dealer has be available to the public, which is not the case now. The Pink Sheets provide a valuable liquidity venue for shareholders of issuers whosesecurities have been delisted because, for example, of a bankruptcy or delinquent SEC filings. Without the Pink Sheets, the equity holders in these companies would have nowhere to trade their stock. While Pink Sheets securities are subject to very little government regulation, Pink Sheets LLC encourages the companies that are traded on its venue to provide public information,
and it has recently proposed an enhanced disclosure process for companies that wish to take advantage of this process. Information on this proposal is available on the Pink Sheets Web site at www.pinksheets.com. The Committee was provided with addional information about the Pink Sheets in the testimony of Cromwell Coulson, CEO of the Pink Sheets, at our June 17, 2005 New York hearings. See Record of Proceedings 106-123 (June 17, 2005). Professor Michael Molitor also provided testimony on the Pink Sheets in our August 9, 2005 hearings in Chicago. See Record of Proceedings 141-158 (Aug. 9, 2005). Moreover, Professor Molitor has submitted to the Committee an article to be published in a forthcoming issue of the Indiana Law Journal,
entitled “Will More Sunlight Fade the
13:46 EDT - Fortress Financial Group, Inc. (FFGO.PK) files a Form 8-K on completion of the Audit of its Stockholder Register.
I did as much DD as I could before I bought in..at the time volume was over a billion shares traded, and the PR's looked promising. so I jumped in with 11 mil. shares @ .0001.....Now I'm simply trying to fully understand both the upside, and down side potential of this pos. I think it looks great for the pps to go up substantially, and if there is a div to be had then thats a total gift as far as I'm concerned...either way I think this is a win win situation.
JMHO
I was wondering about this.....Is there a PR or anything official of recent times that states that FFGO will pay share holders a div., or will buy back shares at no less than .003 per share or anything along those lines?? Or, are we all counting on the PPS going up to a point where we can sell and take a profit?
Mega Billions
I watched the squable about "Mega Billions" of restricted shares awhile ago... According to the 8-K filed with the SEC, FFGO now has 75,000,000,000.00 shares of common stock. Some of those shares may be "restricted" it does not matter how many are, so I have to ask... Why the argument?? does it matter???? We know how many shares there are, and regardless of how many shares are restricted, each share is still only worth the last price, which is currently .0002 per share. So again why does it matter?
Also, if you were really talking about "Preferred" shares as they are worth more, I still don't think it matters to the average share holder, because and according to the PR, the sale price is worth a minimum of .003 per share of "Common" stock.
jmho
Barchart just gave FFGO a 24% buy rating...thats up from a 16% sell rating yesterday!!
GO FFGO!!!!
http://barchart.com/opinions/FFGO
Thanks moe...I'm new to the market so thats why I'm asking..I'll be curious to see how the company executes this thing...hopefully we'll make a few bucks in the process.
Thanks again!
I realize the company has not released much info on how this thing will be paid out if it goes thru...so I'm curious...if they pay a div. of .003+ per share as indicated in the PR...then I assume that we keep our shares???..if so..would one expect the stock price to rise to the .003 level as well, where we could then sell and double our prize??....on the other hand if this is a stock buy back from share holders in order to recieve the cash....those that sell loose their stock and the hold outs make a gamble that the stock price will keep going up and can sell at a higher pps??....I'm asking all this since FFGO is only selling some of their holdings and not their company? Anyone have some insight on how this might or most likely play out?
That was from the PR after the CC.....Here is the ihub link.
http://ih.advfn.com/p.php?pid=nmona&cb=1271247999&article=42141844&symbol=NO%5ETHRR
"After the call, we received numerous inquiries regarding the use of term 'mini-tender offer.' I apologize for any confusion this has caused and would like to clarify that the offer we received was unequivocally to buy 100% of the issued and outstanding shares of Thresher Industries for $0.01 per share.
looks like the mm's did that on purpose..threw some big blocks at the .0001 to knock it back down again.
Sorry Stockmamma...I didn't mean to imply that you did...I was just attempting to provide accurate info before another rumor gets started and the bashers end up making the most out of it. I'm on your side!! Go Stock mama :)
volume up!!!
Coopers acquisition has nothing to do with Thrr.
DUBLIN, Apr 13, 2010 (BUSINESS WIRE) --Cooper Industries plc (NYSE:CBE) today announced the acquisition of substantially all of the assets of Germantown, MD -based Eka Systems, Inc., a leading provider of secure, reliable and adaptive RF wireless networking technologies for smart grid communication applications. Terms of the transaction were not disclosed.
Scottrade shows the bid @ 0 ASK @ .0001...what are you looking at that shows .0002??
I bought THRR @ .0004 and managed to take some profit early on..now I'm sitting on a paultry .5 mil free shares....I'm going to maintain the faith and keep it long till the 30th and see waht happens...who knows there might be a few grand in it yet!!
11 minutes into the day and only one trade of 400000 shares...
Also, correct me if I'm wrong, but restricted shares are worth the same as non restricted shares, but preferred shares can be worth several times more than common shares, I believe in the case of THRR there are no preferred shares issued.
OK..so If I'm understaning this correctly....unless this sale goes thru and u r correct about this company being celler boxed. Then some if not most all of the shares we are all sitting on could be worthless, or simply non tradeable??? Or am I missing something in the scenario?
Celler boxed??? I'm relativly new to stock trading..what exactly does the term mean??
Your the Man!! If it measueres up to the PR's you stand to make $90K or more...Good Luck...I'm only in for 500...but thats enough for me to risk right now.
OK...I took the plung!!! lets hope this thing is for real!
well said!