Yes, Facts
Let´s revisit the August 12, 2010 8-K of FFGO:
Section 3 North American controls your shares, you do not! You have no say or rights what so ever in the company
Let us look at Series A Preferred Stock, as the "Bouse Liquidation Payments":
Section 4: Your stock has NO VOTING rights!
Section 5: On or After January 1, 2011 it is up to the Board of Directors if you may sell your shares in North American.
On August 12, 2010 in Fortress Financial Groups, Inc. (OTC BB: FFGO) release their 8-k contain their so-called dividend.
". . . the Company´s wholly owned subsidiary Western Diversified Mining Resources, Inc. ("Western") entered into an agreement with North American Gold & Minerals Fund ("North American") pursuant to which North American agreed to acquire Western´s 23.22% shareholding in Bouse Gold Inc. ("Bouse Gold") and Western´s 46.84% shareholding in South Copperstone Inc. ("South Copperstone") for North American preferred stock valued at US$258,073,107, or US $0.003449 per share of the Company´s issued and outstanding common stock. The North American Series A Preferred Stock that will be issued under the Agreement has liquidation and dividend preferences that apply to future distributions from Bouse Gold, Inc.; the Series B Preferred Stock has liquidation and dividend preferences that apply to future distributions from South Copperstone, Inc.. The valuation of US$258,073,107 is based on the liquidation preference of the preferred stock, which is US$16.00 per share for the Series A Preferred Stock and US$2.20 per share for the Series B Preferred Stock. The annual non-cumulative dividend preference for both Series A and Series B Preferred Stock is 3% of the respective liquidation preference. Both the Series A and Series B Preferred Stock may be redeemed by the North American Gold & Minerals Fund at any time after January 1, 2011at a cash redemption price equal to the liquidation preference."
Sure it looks great, however, if you read the 8-k sections further:
"2. Liquidation of the Company or Sale of Investment in Shares of Bouse Gold Inc .
2.1 Liquidation Preference. Upon (a) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or (b) any sale by the Company of all or substantially all of its investment in shares (the "Bouse Shares") of common stock of Bouse Gold, Inc., a Wyoming corporation ("Bouse Gold"), the holders of the shares of Series A Preferred Stock shall be senior in rights to the holders of the Company´s common stock as to proceeds of sale (after deduction of the costs and expenses of sale and a 5% handling fee, the "Bouse Proceeds") of the Company´s Bouse Shares and shall be entitled to be paid a maximum amount equal to Sixteen Dollars ($16.00) per share (the " Liquidation Preference") of the Series A Preferred Stock from said Bouse Proceeds. Such amount payable with respect to one share of Series A Preferred Stock, as the case may be, is sometimes referred to herein as the "Bouse Liquidation Payment" and, with respect to all shares of Series A Preferred Stock, as the "Bouse Liquidation Payments".
2.2 If upon (a) such liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or (b) such sale by the Company of all or substantially all of its investment in the Bouse Shares, the Bouse Proceeds shall be insufficient to permit payment to the holders of Series A Preferred Stock of the full Bouse Liquidation Payments, then the entire Bouse Proceeds shall be distributed ratably among the Series A Holders.
2.3 Upon (a) any such liquidation, dissolution or winding up of the Company or (b) any such sale by the Company of all or substantially all of its investment in the Bouse Shares, after the holders of Series A Preferred Stock shall have been paid in full any Bouse Liquidation Payment to which they shall be entitled as set forth in subparagraph 2.1 above, the remaining net assets of the Company or Bouse Proceeds (to the extent that the Board of Directors declares a dividend), as the case may be, shall be distributed to the holders of common stock in proportion to the shares of common stock then held by them.
3. Bouse Dividend Preference. To the extent that any dividends are declared by the Board of Directors of the Company from current earnings of the Company that are attributable to any dividends paid to the Company by Bouse Gold ("Bouse Dividends") or Bouse Proceeds (after deduction of a 5% handling fee), shares of Series A Preferred Stock shall be entitled to receive dividends at a fixed annual rate of Three Percent (3%) of the Liquidation Preference,, payable solely from said Bouse Dividends or Bouse Proceeds, before any Bouse Dividends are paid by the Company on its common shares. Such dividends payable to the holders of the Series A Preferred Stock shall not be cumulative. So long as any shares of Series A Preferred Stock are outstanding, no dividend (other than a dividend in common stock or in any other shares ranking junior to the Series A Preferred Stock ) shall be declared or paid in any year from Bouse Dividends or Bouse Proceeds (other than from said 5% handling fee) unless, in each case, the full dividend for said year on all outstanding shares of Series A Preferred Stock shall have been or contemporaneously are declared and paid from the Bouse Dividends or Bouse Proceeds.
4. No Voting Rights . Except as may be required by law and as is provided in this Certificate, no holder of outstanding shares of Series A Preferred Stock shall be entitled to vote their shares of Series A Preferred Stock.
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