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): August 12, 2008
FORTRESS FINANCIAL GROUP, INC.
(Exact name of registrant as specified in charter)
Wyoming
(State or other Jurisdiction of Incorporation or Organization)
000-24262 (Commission File Number) | 1903 60th Place E, Suite M2240 Bradenton, Florida 34203 | 91-1363905 (IRS Employer Identification No.) |
| | (Address of Principal Executive Offices and zip code) | |
(954) 840-6961
(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))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| 1. | The Company (then named Great West Gold, Inc.) declared a Stock Dividend of a portion of its shareholding in Sentinel Mining Resources plc (which controls the "Mockingbird" Gold Mining & Exploration interests) to its Stockholders, payable on November 14, 2005. |
| 2. | The Company (then named Great West Gold, Inc.) declared a Stock Dividend of a portion of its shareholding in Ambassador Gold Mining Holdings plc (which controls the "Ambassador" Gold Mining & Exploration interests) to its Stockholders, payable on January 2, 2006. |
| 3. | The Company (then named Great West Gold, Inc.) declared a Stock Dividend of a portion of its shareholding in Golden Eagle Mining Holdings plc (which controls the "Golden Eagle" Gold Mining & Exploration interests) to its Stockholders, payable on January 4, 2006. |
| 4. | The Company and its stockholders disposed of the entire Issued Share Capital of Golden Eagle Mining Holdings plc to Hunt Gold Corporation (HGLC.PK); through a Share Exchange on December 5, 2007. This was settled through the issue of an amount of 220,000,000 shares of Hunt Gold Corporation Common Stock. An amount of 89,928,816 of these shares of Hunt Gold Corporation Common Stock were to be distributed to the eligible Fortress Financial Group, Inc. stockholders in respect of the Stock Dividend as described in paragraph 3 hereof. The Transfer Agent to Hunt Gold Corporation issued the vast majority of these shares (circa 90%) on February 15, 2008. The payout ratio is as follows : For every 1 (one) share of Fortress Financial Group, Inc. Common Stock (formerly Great West Gold, Inc.) held at the Stock Dividend "Pay Date" described in paragraph 3 hereof, stockholders received an amount of 0.0046 "free trading" shares of Hunt Gold Corporation Common Stock. |
| 5. | The Company and its stockholders disposed of the entire Issued Share Capital of Ambassador Gold Holdings plc to Hunt Gold Corporation (HGLC.PK); through a Share Exchange on December 5, 2007. This was settled through the issue of an amount of 220,000,000 shares of Hunt Gold Corporation Common Stock. An amount of 91,814,461of these shares of Hunt Gold Corporation Common Stock were to be distributed to the eligible Fortress Financial Group, Inc. stockholders in respect of the Stock Dividend as described in paragraph 2 hereof. The Transfer Agent to Hunt Gold Corporation issued the vast majority of these shares (circa 90%) on February 15, 2008. The payout ratio is as follows : For every 1 (one) share of Fortress Financial Group, Inc. Common Stock (formerly Great West Gold, Inc.) held at the Stock Dividend "Pay Date" described in paragraph 2 hereof, stockholders received an amount of 0.00464 "free trading" shares of Hunt Gold Corporation Common Stock. |
| 6. | The Company and its stockholders disposed of the entire Issued Share Capital of Sentinel Resource Holdings plc to Hunt Gold Corporation (HGLC.PK); through a Share Exchange on December 5, 2007. This was settled through the issue of an amount of 550,000,000 shares of Hunt Gold Corporation Common Stock. An amount of 224,712,962 of these shares of Hunt Gold Corporation Common Stock were to be distributed to the eligible Fortress Financial Group, Inc. stockholders in respect of the Stock Dividend as described in paragraph 1 hereof. The Transfer Agent to Hunt Gold Corporation issued the vast majority of these shares (circa 90%) on February 15, 2008. The payout ratio is as follows : For every 1 (one) share of Fortress Financial Group, Inc. Common Stock (formerly Great West Gold, Inc.) held at the Stock Dividend "Pay Date" described in paragraph 1 hereof, stockholders received an amount of 0.01189 "free trading" shares of Hunt Gold Corporation Common Stock. |
| 7. | The Transfer Agent to Hunt Gold Corporation was unable until June 17, 2008, to distribute these Hunt Gold Corporation shares of Common Stock to certain of the eligible Fortress Financial Group, Inc. stockholders who held their stock in the Company, in either their Broker or in "Street Names" at the Record Dates described in Paragraphs 1, 2 and 3 hereof. This situation has now been resolved and the last remaining shares of "free trading" Hunt Gold Corporation Common Stock are being distributed by the DTCC to these stockholders. This was announced by both NASDAQ Corporate Actions and the DTCC on June 18, 2008. |
| 8. | Fortress Financial Group, Inc. and its Transfer Agent calculated that the number of Hunt Gold Corporation Common Stock due to these holders was in the amount of 27,681,135 shares of Hunt Gold Common Stock. These shares were placed in a "Reserve Account" at the Transfer Agent to Hunt Gold Corporation. |
| 9. | The DTCC has advised the Company that they calculate that an amount of 67,740,667 shares of Hunt Gold Corporation is required to complete the payment of this Stock Dividend by Fortress Financial Group, Inc. |
| 10. | Fortress Financial Group, Inc. has undertaken to and is transferring the difference; that being in the amount of 40,059,532 shares of Hunt Gold Corporation, to the "Reserve Account" held at the Transfer Agent to Hunt Gold Corporation. Fortress Financial Group, Inc. is effecting this transfer of Hunt Gold Corporation shares of Common Stock to ensure that all its eligible stockholders receive their shares in Hunt Gold Corporation and to prevent any further delays in the payment of these Stock Dividend shares of Hunt Gold Corporation Common Stock. |
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (a) | Financial Statements of Business Acquired. |
Not Applicable
| (b) | Pro Forma Financial Information. |
Not Applicable
None.
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. | |
| | | | |
| By: | /s/ Alan Santini | |
| | | Alan Santini | |
| | | Chief Executive Officer | |
| | | | |
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