FFGO Yesterday's Update: Investor FAQ
(Updated 6/28/2010- 11:35 AM)
The various subjects covered in this section are in response to the most pertinent questions being asked by our stockholders. We are of the opinion that we have covered all of the various topics of interest and will add to this list as additional topics become relevant:
WILL FORTRESS FINANCIAL GROUP, INC. CONSIDER A "REVERSE SPLIT" OF ITS OUTSTANDING SHARES OF COMMON STOCK?:
Absolutely not. No purpose will be served by such an Action. The Company considers a "Reverse Split" of its shares of Common Stock to be destructive to stockholder value and will, under no circumstances, consider such an action. The Company has completed its deal to sell its interests in both Bouse Gold, Inc. and South Copperstone, Inc. to the Purchaser, and has fixed the payout ratio to its stockholders based upon those proceeds from these asset sales. Fortress Financial Group, Inc. is now a "Break Up and Value Play", it has no absolutely need for any Corporate Actions of this type.
IS FORTRESS FINANCIAL GROUP, INC. CONSIDERING A "REVERSE MERGER" AT THIS TIME?:
No, absolutely not. Upon the completion of the payment of the single Extraordinary Dividend to its stockholders, Fortress Financial Group, Inc. may consider offers, deals and all other proposals. Until such time as Fortress Financial Group, Inc. is trading "Ex Dividend", no such transactions will be contemplated whatsoever.
IS IT A REQUIREMENT BY THE PURCHASER THAT BOUSE GOLD, INC. AND SOUTH COPPERSTONE, INC. BE AUDITED PRIOR TO EXECUTION OF THE PURCHASE OF FORTRESS FINANCIAL GROUP, INC.’S STOCK IN THESE CORPORATIONS?:
No, it is not a requirement as the Purchaser is not acquiring control of either Bouse Gold, Inc. nor of South Copperstone, Inc. by acquiring the stock in those Corporations held by Fortress Financial Group, Inc.
The Purchaser has advised ourselves that their external Auditors will be auditing both of these Corporations prior to their increasing stockholdings in both of these Corporations through additional purchases of stock in both Bouse Gold, Inc. and South Copperstone, Inc. as they will be taking their holding to 100% of both of these Corporations. This has no bearing whatsoever on their initial transaction in the purchase of the stock held in these Corporations by Fortress Financial Group, Inc.
WHO IS PURCHASING THE COMPANY’S STOCKHOLDING IN BOUSE GOLD, INC. AND SOUTH COPPERSTONE, INC.?:
The Purchaser is a publicly traded corporation. We are not permitted to divulge its identity until such time as the Purchaser files the acquisition agreement with the SEC and advises their stockholders of these transactions. This is what we would term “a done deal” and nothing further needs to be negotiated and we have fulfilled all our conditions precedent in order to complete upon the sale of these interests. The final agreement between the parties has been agreed upon and awaits final execution.
WHY IS THE PURCHASE OF THE COMPANY’S GOLD INTERESTS BEING DELAYED?:
The Purchaser requires an amended audit to account for their acquisition of these companies and we are waiting for their external Auditors to complete this prior to their filing the final transaction with ourselves. This is not expected to take us past July 5, 2010.
PAYMENT OF THE SALE PROCEEDS BY WAY OF A SINGLE EXTRAORDINARY DIVIDEND:
Upon completion of the sale agreements, the proceeds will be paid by the Purchaser to Fortress Financial Group, Inc. The Transfer Agent to Fortress Financial Group, Inc. will then set both a “Record Date” and a “Payment Date” with FINRA to distribute the sale proceeds in full to our stockholders.
In order to qualify for this Extraordinary Dividend, one would have to be a stockholder of record as at the “Record Date”.
I HOLD MY STOCK IN FORTRESS FINANCIAL GROUP, INC. WITH MY BROKER, HOW WILL I RECEIVE THIS SINGLE EXTRAORDINARY DIVIDEND?:
The Company’s Transfer Agent sets a “Record Date” with FINRA. This is the date upon which you need to be a stockholder in order to qualify for the single Extraordinary Dividend. A “Payment Date” for the Dividend is set at the same time; this is the date upon which the Dividends are actually paid, usually ten days after the “Record Date”. If your stockholding in Fortress Financial Group, Inc. is held in a brokerage account, the DTCC distributes this Dividend for credit to your Brokerage account upon the “Payment Date”. You do not need to do anything to receive this as it is automatically credited to your Brokerage account.
THE PINK OTC MARKETS, INC. PLACED A “CAVEAT EMPTOR” SYMBOL ON OUR COMPANY’S STOCK, DOES THIS IMPACT THESE TRANSACTIONS?:
The Pink OTC Markets, Inc. have insisted that in order to have this “Caveat Emptor” symbol removed, the Company would either have to (a) become a “Non Reporting Company” with the SEC or (b) bring its delinquent filings up to date. This is not possible at this time.
The Company was prepared and ready to file an Information and Disclosure Statement with the OTC Pink Markets, Inc, pay them the relevant fees and the Attorneys to the Company had advised them that the required Attorney’s Opinion Letter would be filed in accordance with their guidelines. The OTC Pink Markets, Inc. advised the Company’s Attorneys that this would not be sufficient to remove the “Caveat Emptor” symbol.
This has absolutely no effect whatsoever on these transactions being completed by the Company as we have now become a classic “Sale & Breakup Play”. The “Caveat Emptor” is now irrelevant to the Company and to its stockholders.
WHY DOES THE PRICE OF GOLD AFFECT THE VALUE OF THE DIVIDENDS?:
The transactions with the Purchaser were priced at a Gold price of US$1,050/oz. This resulted in a dividend payment to our stockholders valued at not less than US$0.003 per share of our Common Stock. With Gold trading in excess of US$1,230/oz, this payment will be increased proportionately.
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 are 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.
Within the next few weeks, all information will be in the public domain and this inability to deal with certain stockholder questions will be a moot point.
ONCE THE COMPANY TRADES “EX DIVIDEND”, WHAT ARE THE PLANS FOR THE COMPANY?:
At this point, no decision has been taken and we will at that time, entertain any offers that are made to ourselves but not implement any changes whatsoever until such time as the payment of the single Extraordinary Dividend to our stockholders is completed.
WHY DOES THE COMPANY’S STOCK TRADE AT SUCH A HUGE DISCOUNT TO ITS “BREAK UP” VALUE?:
The lack of credibility of delinquent filers amongst the investment community coupled with the fact that this Company has not made this fact widely known and that this Company has historical credibility issues, are the primary reasons.
THE FACT A NEW LARGE STOCKHOLDER HAS EMERGED, WILL THIS IMPACT UPON THE COMPANY’S PLANS?:
We are aware and have verified that a stockholder has now accumulated 19,600,000,000 shares of the Company’s free trading and unrestricted stock, representing 23.2% of our Company’s outstanding shares of Common Stock. They will be filing a Schedule 13-D to reflect their shareholding. We understand that they will be in physical possession of these shares of our Company’s Stock by Monday June 28, 2010; placing them in possession in excess of 5% of our outstanding shares of Common Stock. They are required to file, within ten days from that date, the Schedule 13-D. Their identity will be revealed upon their filing of the Schedule 13-D.
They will then become an Affiliate and therefore will be bound to disclose all additional purchases of the Company’s shares of Common Stock. Furthermore, they are not permitted to dispose of in excess of 1% of the Company’s shares of Common Stock, every ninety days.
We welcome their shareholding and any additional purchases of our shares of Common Stock as they are substantially reducing the “float”. The fact that they are holding their shares of our Common Stock in certificate form clearly indicates that they are not sellers of our shares of Common Stock.
WHAT IS THE “FREE FLOAT” OF THE COMPANY AND IS IT LIKELY THAT THIS WILL DECREASED?:
The number of the outstanding shares of our Common Stock does not represent the “free float” of our Company. No less than 5 billion of our outstanding shares of our Common Stock are restricted and are therefore not free trading. A single new stockholder already holds 19.6 billion of our shares of Common Stock. We are aware that this new stockholder could acquire no less than an additional 15 billion shares of our free trading shares of Common Stock from identifiable stockholders, should it so wish, as these stockholders will not dispose of any of its stock in our Company at current market prices.
Should this new substantial stockholder continue to increase its stockholding in our Company, the “free float” will be decreased accordingly.
We do not wish to speculate on the size of the “free float” but can categorically state it is not greater than 34 Billion shares of Common Stock; in all likelihood, it is substantially less than that number. Any attempt to accumulate a sizeable position in this Company’s shares of Common Stock through purchases in the market, would result in hugely increased trading price in the shares of our Common Stock.
WHAT IS THE STATUS OF THE COMPANY’S OUTSTANDING LOAN NOTES?:
The Company has outstanding long term loan notes payable in the amount of US$455,981.65 plus accrued interest. This amount will deducted from the sale proceeds of the Company’s Gold Interests. However, Bouse Gold, Inc. and South Copperstone, Inc. collectively owe an amount of US$810,000 to Fortress Financial Group, Inc. This amount will be repaid to Fortress Financial Group, Inc. by the Purchaser of the Bouse Gold, Inc. and South Copperstone, Inc.
In and during 2010, the Company reduced its outstanding long term debt by an amount of US$3,829,874 plus interest in the amount of US$150,126.
HOW MANY SHARES OF THE COMPANY’S STOCK ARE ISSUED AND OUTSTANDING?:
The Company has an amount of 74,813,049,643 shares of outstanding Common Stock.
WHY DID THE COMPANY INCREASE ITS AUTHORIZED SHARE CAPITAL AND WILL THE COMPANY ISSUE ANY ADDITIONAL SHARES OF ITS COMMON STOCK?:
The Company, at the request of its Transfer Agent, increased the Authorized Share Capital from an amount of 75,000,000,000 to 85,000,000,000 shares of Common Stock. This was required by law to cover the Transfer Agent and in respect of replacement of historical and future lost or stolen stock certificates.
The Company will not issue any additional shares of its Common Stock. The final dividend amounts have been calculated and are now, as far as we are concerned, “set in stone”.
WHAT IS THE COMPANY’S STOCKHOLDING IN BOUSE GOLD, INC. AND IN SOUTH COPPERSTONE, INC.?:
The Company holds:
1,030,421,001 shares of South Copperstone, Inc. Common Stock, representing 46.84% of their shares of outstanding Common Stock.
510,923,545 shares of Bouse Gold, Inc. Common Stock, representing 23.22% of their outstanding shares of Common Stock.
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.
NO INSIDER SALES OF THE COMPANY’S STOCK:
Your Company’s Management can confirm that no 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.
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.
Those stockholders who are outraged by what they view as a relentless, vicious and damaging campaign against our Company on these Internet Stock Chat Forums are reminded that this Company has honored its promises to its stockholders, is executing the sale of its gold interests and distributing the proceeds therefrom as a single Extraordinary Dividend. The Company’s detractors and their views, to which they are entitled, have now become irrelevant in our opinion.
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.
AI
