Replies to post #207064 on Fortress Financial Group fka FFGO

[puppydotcom]

sorry, there is no company

the filings are worthless

FFGO has skipped out with share holders money

I asked for facts and got another wild rumor

you are aware FFGO no longer exists

[RoadLessTraveled]

There is ZERO documentation to support claims counter and contrary to what the company has stated in their shareholder communications and Form 8-K filings. - SevenTenEleven

You know what, Seven? I'm actually going to help prove that that statement is almost completely accurate...except the results won't be what one might expect.

So sit back as we do this line by line. I guarantee that it will be fun...for some of us anyway.

"The company made it clear to investors, both long and short, that they would not communicate until they set the record date with regulators." - SevenTenEleven

For the record, here is exactly what FFGO said:

Will Fortress continue to provide Investor Relations support, issue Press Releases and continue day to day communication with its stockholders?

No, the Investor Relations support currently being provided will cease in and during September of 2010. This extends to incoming E Mail and telephonic messages. At such time as the Dividend dates are set, stockholders will be advised by E Mail and through a Form 8-K Filing by Fortress.

Now, here is what they didn't say...but it happened anyway:

Well, we have told you in so many words that FFGO will be suspended because we didn't want to file all those troublesome financials. The money we saved by not doing that easily covered our First Class airfare for all our holidays.

We're sure that you understand that revocation will inevitably follow the post suspension trading period because that's what the SEC does when the management of a grey listed company thumbs their collective noses at them. No surprise when it happens, right?

Eventually, we will discontinue our website and put the domain up for sale. It has served its purpose and is no longer needed. We have no intention of ever again using either the website or the domain email address to communicate with shareholders, so *poof* they go.

As for us filing any more 8-K's for anything beyond that 8/12/2010 kiss-off shocker (the stock message boards sure were a lot of fun to read that day), you bloody well know that we will lose that capability when the SEC revokes us and makes us a private company. Obviously, they don't allow private companies to issue 8-K's , only public ones, so you will really need to ignore what we promised about them on our website FAQ page since it won't ever happen now.

Seriously!

"The company communications make it clear that shareholders should not allow those posting false claims regarding the dividend to agitate or annoy them on a daily basis." - SevenTenEleven

That's true. They did say that and here it is:

What is the opinion of the Company in respect of the Internet Stock Chat Forums at this time?

Fortress’s Management, Advisors and Investor Relations have absolutely no interest in the various comments posted on these Internet Stock Chat Forums and do not even feel the need to view any of the same. Those who allow themselves to become agitated by postings on these Forums on a daily basis will no longer be in a position to seek constant reassurances from Fortress or its Investor Relations.

NMGL’s Management, Advisors, etc. have no interest in these Internet Stock Chat Forums and have advised ourselves in no uncertain terms that they are completely oblivious to these types of investor discussions as they are not interested in retail investors or their opinions at this time.

Here again is what they didn't say...even though it's probably what they would have loved to have written:

We are not saying that there is no validity to the comments claiming we are running a gold mine scam operation. We are just telling you that we just don't give a rat's arse what you retail investors think...good, bad or indifferent.

You see, we are currently in the process of winding down the company and wrapping up this dividend declaration process thingamabob*. Our last action as any kind of company was to dump full responsibility for that process onto NMGL who we talked into participating in our little scheme.

You want answers as to their progress? Contact President Ron Lowenthal because that's his problem now.

We got your money and are outa here!

Tally Ho & Cheers To All You Silly Trusting Souls!

*Something that either you can't remember the name of or that doesn't actually exist. - Urban Dictionary

"It is all in the FAQ's!" - SevenTenEleven

It sure is. Great source of entertainment too. It's a gift that keeps on giving, thanks to its archived form. Of course, no thanks to FFGO who had hoped it would be gone forever as a reference source.


So, there is no interest from shareholders, like myself, to take 100% losses ahead of a planned 3449% liquidating dividend distribution, once a record and payment date is agreed upon by the company and the regulators. - SevenTenEleven

As a US taxpayer, I am thrilled that FFGO shareholders are not taking the allowable IRS deductions. Hopefully, those extra tax dollars saved by the IRS will go toward reducing the federal deficit. Everyone should be grateful to these fearless loyalists for their selfless, patriotic contributions.

As far as FFGO & regulators agreeing on a record and payment date, the best of luck with waiting for that event to take place. As mentioned earlier, that is a privilege the SEC reserves exclusively for the public companies they regulate. The fact is, on December 7, 2011, FFGO became a private company and was forced to return its Record/Payment Date-Setting Membership Card...a reminder for those who might have forgotten about that news.


"At least 3449% liquidating dividend distribution is all in the Form 8-K's filed by FFGO and NMGL!" - SevenTenEleven

Now pay real close attention to this one, especially those of you trying to read it for the very first time, because an attorney wrote it and it is kinda tricky. Here is precisely what FFGO said in their very last 8-K on August 12, 2010:

ITEM 1.01 ENTRY MATERIAL AGREEMENT
On August 12, 2010 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, 2011 at a cash redemption price equal to the liquidation preference.

Here's what they didn't say...but you gotta know it's what they meant because it's exactly what they did:

We have always tried to be very careful to never unconditionally state that any of the shares involved in our scheme are actually worth in the real world what we say they are here. Instead, we created our own valuations without any public documentation to support them and relied on no one noticing. It worked far better than we could ever have imagined!

Our attorneys came up with the brilliant term "liquidation preferences" to be used in describing share values. That was worth every bloody pound that we paid them because we know that shareholders will have no idea what it means, even though NMGL spelled it out in one of their 8-K's.

By design, it's deeply buried in there with a bunch of other legal mumbo jumbo. We have always relied on the "true shareholders" to completely trust us and to never take the time to find the documentation that we used to legally cover our arses...and for that, we are forever grateful!

From the bottom of our cold, dark hearts...thank you...Thank You...THANK YOU!

And here, carefully noted & preserved on pages 12 & 16 of an NMGL 18 page 8-K, is the explanation of the LIQUIDATION PREFERENCE terms. This one is best read out loud:

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. LIQUIDATION OF THE COMPANY OR SALE OF INVESTMENT IN SHARES OF SOUTH COPPERSTONE, INC. (page 16)

...holders of the shares of Series B Preferred Stock...shall be entitled to be paid a maximum amount equal to Two Dollars and Twenty Cents (US$2.20) per share (the "Liquidation Preference") of the Series B Preferred Stock from said South Copperstone Proceeds.

Uh oh. Better hold onto your beanie copters, kids.

*****MAJOR WEASEL CLAUSE ALERT!*****

ANOTHER ONE?!

Yup. In typical fashion & quite predictably, an FFGO dividend process participant had written in a CYA clause that frees them from any liability by making it relatively clear that FFGO shareholders simply aren't guaranteed that 3499% return.

In summary, the Liquidation Preference is what NMGL would like/prefer to get but is in no way what what they would be willing to settle for. They do set the maximum payments though, those which are needed to fully cover the 3499% dividend...but surprisingly (well, not really), no minimum. This simply means that NMGL is allowed to take whatever anyone is willing to give them for those mining claim shares. Guess it's pretty difficult to set any minimum payments when they know upfront that they can't prove to perspective buyers that any gold really does exist in dem thar hills. Oops, I mean, in those abandoned mines and test drill holes.

"At least 3449% liquidating dividend distribution is all in the Form 8-K's filed by FFGO and NMGL!" - SevenTenEleven

Are you sure you want to keep repeating that "at least 3499%" dividend description because that's certainly not what NMGL's 8-K says, is it? And since FFGO handed off the dividend ball to NMGL, I would say they have the final word. So it's the "at least 3499%" which is rather misleading now. Isn't it?

Unless you don't believe what has been stated in Form 8-K filings.

Guess that means that "There is ZERO documentation to support claims" that "liquidating dividend distribution" can be more than 3499%. Doesn't it?

Maximum payment clarified. No minimum payment set. All in black & white on a US regulatory website.

OK, folks. Just think about it...if only this one time. Who in their right mind would pay the exorbitant kind of money as stated in both those 8-K's for shares of two administratively dissolved corporations (and on schedule to be permanently dissolved next March) which hold multiple mining claims without public documentation of a single Proven or Probable ounce of reserve gold?

Take your time...this post isn't going anywhere.

BTW, those Liquidation Preference terms also apply to the South Copperstone shares but in the interest of not boring true shareholders to tears (not that a single one has even read this far down...damn that facts allergy!), I have mercifully not included it in its entirety.

Speaking of South Copperstone, here is what NMGL themselves had to say in that same 8-K about the current amount of gold ore known to exist on that property.

The Company's claims are immediately south of the Copperstone Mine, which it adjoins. South Copperstone's rationale in acquiring the property was the potential, which may or may not be realized, for one or more additional Copperstone ore bodies.

The known Copperstone deposit (not owned by the Company) had a 500,000 ton open pit resource of .09 ounce per ton gold that was mined by Cyprus Gold in the 1980's. A reported underground gold resource at Copperstone is presently being explored by another mining company.

Oh dear.

It's gonna be kinda tough to get hundreds of millions of dollars for claims that may not have any gold, isn't it? But hey, there's an underground gold resource on our neighbor's property, so why not ours too? Now, if everyone would just close their eyes real tight and wish really really hard for gold there, we can save the exploration costs of actually looking for it because FFGO believers' wishes always come true!

But to stay on the safe side, maybe it's better not to count on getting that South Copperstone "$2.20 per share Liquidation Preference" price because I see here that not all of you truly believe. And you shouldn't hold your breath either for that "3% annual non-cumulative dividend preference of the respective liquidation preference" for either of the Preferreds.

True shareholders (defined as those who refuse to accept the real facts in the above 8-K's) will no doubt continue merrily along their way down the Path of Denial.

Problem with that is that it will all abruptly end on March 12, 2014, when all those Bouse Gold & South Copperstone shares will forever disappear as WY SOS permanently dissolves Bouse Gold Inc & South Copperstone Inc.

RIP 3499% Dividend...No Announcement Necessary.

Tic Toc.

The timer is set and this clock is undeniably real, unlike the wishful thinking one we all have seen.

Thanks to all you true blue shareholders for not writing off your FFGO losses and contributing those tax dollars instead to the US Treasury.

God Bless Y'all and God Bless America!

References:
FFGO FAQ (archived) http://investorshub.advfn.com/boards/read_msg.aspx?message_id=80178246
FFGO last 8-K http://www.sec.gov/Archives/edgar/data/802206/000101376210001860/form8k.htm
NMGL "Liquidation Preference" 8-K http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=7410584
WY SOS (Bouse Gold Inc) https://wyobiz.wy.gov/Business/FilingDetails.aspx?eFNum=126243018060139019190164091186107108037109157044
WY SOS (S. Copperstone Inc.) https://wyobiz.wy.gov/Business/FilingDetails.aspx?eFNum=058103080151074021151244145010062100219232193107