Replies to post #164449 on Fortress Financial Group fka FFGO

[Texan77]

An SEC rule issued in 2005 requires companies merging with a public shell company to file disclosure with the SEC tantamount to the disclosure required in a full-blown IPO. This disclosure is filed in a Form 8-K, called a Super 8-K.

An APO is a quick transaction compared to an initial public offering (IPO). At the closing of an APO, the public shell and private company sign merger documents to complete the reverse merger; file a Super 8K with the Securities and Exchange Commission (SEC), which is the required public disclosure of transaction; file a registration statement with the SEC to register the PIPE shares; release PIPE funds from escrow; and issue a press release announcing the completion of the transaction. The company’s stock now begins trading on the OTCBB, reflecting the new valuation.

A company can close an APO in as little as 30 – 45 days. After the close of an APO, the company is funded and has exactly the same SEC disclosure requirements as an IPO. Approximately 3 to 4 months after the completion of the APO, the company’s registration statement should clear comments and “go effective” with the SEC. When this is accomplished the company can then submit its application to obtain a listing on NASDAQ, AMEX, or NYSE. Listing approval for the exchanges typically takes about one month. At this point analyst research coverage begins and the company focuses on IR efforts, non-deal roadshow, conferences etc.

At the conclusion of a successful APO transaction, a company has received equity funding and has a base of institutional investors. The company has the sponsorship of an investment bank and is exchange listed with analyst coverage. There is now a true market value for the company and the company is positioned to raise additional capital in PIPE transactions.


Closing on the Shell

Upon the closing your SEC attorney has now received all of the due diligence on the shell his client (the “Buyer”). The attorney has also received all of the stock certificates with signed (and usually with gold medallion guaranteed signatures) stock powers from all of the Sellers.

The escrow agent releases the funds held in escrow to the Sellers and the transaction is closed. The shell is now closed but the transaction is far from over. Your attorney will file what is referred to as a super 8K usually within four days of the closing. The super 8K outlines the reverse merger transaction that just took place along with disclosure about the Buyer’s company inclusive of two year audited financials. A super 8K can be rather lengthy – our last client’s attorney filed a 231 page super 8K on December 31st, 2007.

[Dich]

Super form 8-K's are real. Your vast knowledge of SEC forms impresses me!

The more I read about the super form 8-K and it's intended uses the more I think I'm able to understand what FFGO/NMGL is doing and possibly why things have been taking so long. Please look at some of the requirements for completing a reverse merger in the information below. Does any of the events required look familliar to anyone?

http://www.gopublicpros.com/reversemergers.html


I still have not put all the puzzle parts together and I could be way off base with some or all of my conclusions, but it appears to me that Bouse Gold inc. and South Copperstone inc. is intended to become wholly owned subsidiaries of NMGL. I'm confused about the share structure because it looks like NMGL would end up with 3 trading symbols: 1) NMGL common stock, 2) Bouse prefered series A 3) S. Copperstones Prefered Series B shares.

Regardless of that I think what it means for the FFGO share holders who evenyually get the prefered A & B's is this. Once we receive the prefereds we can trade them just like any other stock, Their value would possibly fluctuate but would be below their redemtion value. When ever the companies are sold off the shares would be redeemed per the conditions and values as set forth in the 8K.

None of this speaks to the other aspect of the possible Fantasy short position, and hoped for squeeze play. There is what seems to be evidence to support the short theory, but what would happen with regard to a sqeeze play if there is no "Cash" dividend.

Reverse Mergers

Public shell "reverse mergers" are most often used when the company is in a hurry to go public and/or they do not have the required number of shareholders to go public direct (and do not wish to obtain them by a private offering). When you go public by reverse mergers with a public shell company, the private company wishing to go public is merged with a company that is already publicly traded on the OTCBB or Pink Sheets. Typically these public company vehicles, often called 'shells', spin off any business they might have and often don't have any assets or liabilities upon merger completion other than the assets and liabilities of the private company that was merged in.
Time?typically 2 to 6 weeks from completion of the financial audit
Much more expensive than going public by direct filings.
Raising Capital?May raise money and stock is now valued and tradeable on an exchange.
Problems: The public company merged with could have unseen problems.

Advantages of reverse mergers over going public direct:

Much faster than a direct filing
Private company inherits the shell company's, thus meeting the shareholder requirement


Turn-Key Reverse Mergers Get a Price Quote on Our Reverse Merger Services


We offer turn-key Reverse Mergers' Services (all work completed by our experienced securities attorney). Everything needed for listing on the OTCBB or Pink Sheets by reverse merger from start to finish, including but not limited to the following:

Locating a suitable public shell company
Public shell company due diligence
All stock purchase agreements (all reverse merger legal)

Share capital restructuring, if needed
Name and Symbol changes
and more


Brief Outline of the Process


1. The first step in completing a reverse merger is to locate a 1934 Exchange Act United States shell company (the ?Public Shell Company?) which has no or minimal operations and is listed on the OTC Bulletin Board. The Public Shell Company and the Company will enter into a letter of intent indicating the parties preliminary intentions to engage in a reverse merger transaction which will be subject to the satisfactory completion of due diligence by both parties. We would typically the Company locate and evaluate an appropriate Public Shell Company based on many factors including the consideration willing to be paid by the Company for the Public Shell Company, the amount of acceptable dilution willing to be endured by the Parent and the appropriate mix of cash and equity paid to the Public Shell Company owners.


2. The second step is for the Company to enter into a reverse merger transaction through a share exchange with the Public Shell Company which has no or minimal operations and that is listed on the OTC Bulletin Board. Pursuant to the share exchange, the Company will exchange all of its shares of stock for shares of the Public Shell Company. As a result of the share exchange, the Company will become a wholly owned subsidiary of the Pubic Shell Company. The price of a high quality U.S. public shell company listed on the OTC Bulletin Board typically costs approximately $500,000 to $750,000 or more. The purchase price, as well as, the mix of consideration (i.e. cash vs. equity) typically depends on the type of foreign operating company that will undertake the reverse merger. Specifically, the stronger the foreign operating company is (revenues, profits and an operating history), the more willing the seller of the Public Shell Company is to reduce the cash portion of the purchase price and retain more shares of stock.


3. The parties typically schedule a closing date that normally occurs within one to two months of the execution of the letter of intent. In order to close the reverse merger transaction, the Company must have two years of audited financial statements prepared in accordance with Generally Accepted Accounting Principles (?GAAP?), as well as up to date reviewed quarterly statements. These financial statements must be filed in a ?Super 8-K? with the SEC within four days of the closing date of the transaction. The ?Super 8-K? must include among other things, the terms of the transaction, a description of the operations of the Company and the financial statements. The shareholders of the Company will now control the OTC Bulletin Board company which has its shares quoted on the OTC Bulletin Board.

Timing


Assuming that all negotiations are undertaken in an efficient and timely manner, the reverse merger can be completed in a four week period, provided the GAAP audited financial statements of the Company are ready within that time frame.

[Corny]

Super 8-k ??
I thought it was some kind of cross country ski event, so I looked it up . there is a camera function called a super 8-k . has to do with lighting , (sorry ,not a cereal) but I also came across this article. Sounds like a super 8-k has something to do with but shells .
OTCBB Shells – The Reverse Merger Process - Part VIII
Submitted By Ralph Amato

Closing on the Shell

Upon the closing your SEC attorney has now received all of the due diligence on the shell his client (the “Buyer”). The attorney has also received all of the stock certificates with signed (and usually with gold medallion guaranteed signatures) stock powers from all of the Sellers.

The escrow agent releases the funds held in escrow to the Sellers and the transaction is closed. The shell is now closed but the transaction is far from over. Your attorney will file what is referred to as a super 8K usually within four days of the closing. The super 8K outlines the reverse merger transaction that just took place along with disclosure about the Buyer’s company inclusive of two year audited financial. A super 8K can be rather lengthy
(Its early and I'm just messing around' maybe even put a bit of a smile in someones face, sorry if my post might piss someone off)

[Militia Man]

The Super 8-K reality check hit home? lol

Rocket Man

"please explain the significance of the Super 8-K

~!~ There is no significance since there is no such thing as a SUPER 8-K ... it's in the same fantasy realm as a EXtraordinary divvy....

but there is a super 8K cereal I think...." Kitt Proimos

"Super form 8-K's are real. Your vast knowledge of SEC forms impresses me!

The more I read about the super form 8-K and it's intended uses the more I think I'm able to understand what FFGO/NMGL is doing and possibly why things have been taking so long. Please look at some of the requirements for completing a reverse merger in the information below. Does any of the events required look familliar to anyone?

http://www.gopublicpros.com/reversemergers.html


I still have not put all the puzzle parts together and I could be way off base with some or all of my conclusions, but it appears to me that Bouse Gold inc. and South Copperstone inc. is intended to become wholly owned subsidiaries of NMGL. I'm confused about the share structure because it looks like NMGL would end up with 3 trading symbols: 1) NMGL common stock, 2) Bouse prefered series A 3) S. Copperstones Prefered Series B shares.

Regardless of that I think what it means for the FFGO share holders who evenyually get the prefered A & B's is this. Once we receive the prefereds we can trade them just like any other stock, Their value would possibly fluctuate but would be below their redemtion value. When ever the companies are sold off the shares would be redeemed per the conditions and values as set forth in the 8K.

None of this speaks to the other aspect of the possible Fantasy short position, and hoped for squeeze play. There is what seems to be evidence to support the short theory, but what would happen with regard to a sqeeze play if there is no "Cash" dividend.

Reverse Mergers

Public shell "reverse mergers" are most often used when the company is in a hurry to go public and/or they do not have the required number of shareholders to go public direct (and do not wish to obtain them by a private offering). When you go public by reverse mergers with a public shell company, the private company wishing to go public is merged with a company that is already publicly traded on the OTCBB or Pink Sheets. Typically these public company vehicles, often called 'shells', spin off any business they might have and often don't have any assets or liabilities upon merger completion other than the assets and liabilities of the private company that was merged in.
Time?typically 2 to 6 weeks from completion of the financial audit
Much more expensive than going public by direct filings.
Raising Capital?May raise money and stock is now valued and tradeable on an exchange.
Problems: The public company merged with could have unseen problems.

Advantages of reverse mergers over going public direct:

Much faster than a direct filing
Private company inherits the shell company's, thus meeting the shareholder requirement


Turn-Key Reverse Mergers Get a Price Quote on Our Reverse Merger Services


We offer turn-key Reverse Mergers' Services (all work completed by our experienced securities attorney). Everything needed for listing on the OTCBB or Pink Sheets by reverse merger from start to finish, including but not limited to the following:

Locating a suitable public shell company
Public shell company due diligence
All stock purchase agreements (all reverse merger legal)

Share capital restructuring, if needed
Name and Symbol changes
and more


Brief Outline of the Process


1. The first step in completing a reverse merger is to locate a 1934 Exchange Act United States shell company (the ?Public Shell Company?) which has no or minimal operations and is listed on the OTC Bulletin Board. The Public Shell Company and the Company will enter into a letter of intent indicating the parties preliminary intentions to engage in a reverse merger transaction which will be subject to the satisfactory completion of due diligence by both parties. We would typically the Company locate and evaluate an appropriate Public Shell Company based on many factors including the consideration willing to be paid by the Company for the Public Shell Company, the amount of acceptable dilution willing to be endured by the Parent and the appropriate mix of cash and equity paid to the Public Shell Company owners.


2. The second step is for the Company to enter into a reverse merger transaction through a share exchange with the Public Shell Company which has no or minimal operations and that is listed on the OTC Bulletin Board. Pursuant to the share exchange, the Company will exchange all of its shares of stock for shares of the Public Shell Company. As a result of the share exchange, the Company will become a wholly owned subsidiary of the Pubic Shell Company. The price of a high quality U.S. public shell company listed on the OTC Bulletin Board typically costs approximately $500,000 to $750,000 or more. The purchase price, as well as, the mix of consideration (i.e. cash vs. equity) typically depends on the type of foreign operating company that will undertake the reverse merger. Specifically, the stronger the foreign operating company is (revenues, profits and an operating history), the more willing the seller of the Public Shell Company is to reduce the cash portion of the purchase price and retain more shares of stock.


3. The parties typically schedule a closing date that normally occurs within one to two months of the execution of the letter of intent. In order to close the reverse merger transaction, the Company must have two years of audited financial statements prepared in accordance with Generally Accepted Accounting Principles (?GAAP?), as well as up to date reviewed quarterly statements. These financial statements must be filed in a ?Super 8-K? with the SEC within four days of the closing date of the transaction. The ?Super 8-K? must include among other things, the terms of the transaction, a description of the operations of the Company and the financial statements. The shareholders of the Company will now control the OTC Bulletin Board company which has its shares quoted on the OTC Bulletin Board.

Timing


Assuming that all negotiations are undertaken in an efficient and timely manner, the reverse merger can be completed in a four week period, provided the GAAP audited financial statements of the Company are ready within that time frame." ~ Dich