-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ow90JSvPa0UZgpcq8sm9kYVP9O2L+9nn6eHAaOarwcjOctgvC6iDeEzTalRvaZQa t+P4T0e0PAySydn+irIyEQ== 0001013762-08-002172.txt : 20081014 0001013762-08-002172.hdr.sgml : 20081013 20081014080204 ACCESSION NUMBER: 0001013762-08-002172 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081013 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081014 DATE AS OF CHANGE: 20081014 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Fortress Financial Group, Inc. / WY CENTRAL INDEX KEY: 0000802206 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 911363905 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24262 FILM NUMBER: 081119754 BUSINESS ADDRESS: STREET 1: 1903 60TH PLACE E. STREET 2: SUITE M2240 CITY: BRADENTON STATE: FL ZIP: 34203 BUSINESS PHONE: (954) 840-6961 MAIL ADDRESS: STREET 1: 1903 60TH PLACE E. STREET 2: SUITE M2240 CITY: BRADENTON STATE: FL ZIP: 34203 FORMER COMPANY: FORMER CONFORMED NAME: GREAT WEST GOLD, INC. DATE OF NAME CHANGE: 20050616 FORMER COMPANY: FORMER CONFORMED NAME: WEST AFRICA GOLD INC DATE OF NAME CHANGE: 20040915 FORMER COMPANY: FORMER CONFORMED NAME: ADVEN INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k.htm FORTRESS FINANCIAL GROUP, INC. form8k.htm


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): October 13, 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))
 


 
 ITEM 8.01
OTHER EVENTS

The Company confirms that it has been advised in respect of the Hurasu Resource Corporation transaction as follows :

1.
A Company quoted on the OTC Markets and incorporated in the State of Nevada is undergoing a name change to that of Hurasu Resource Corporation (hereinafter referred to "Hurasu"). This Company presently is quoted at US$1.25 per share.
 
2.
 Upon the name change, Hurasu will obtain a new CUSIP Number and Trading Symbol.
 
3.
Hurasu will be immediately effectively a Reverse Stock Split of 10 for 1, prior to it acquiring any assets. The price quoted post the Reverse Split will be US$12.50 per share.

4.
Upon the "Pay Date" of Hurasu's Reverse split of its Common Stock, Hurasu will acquire very substantial other Gold Mining & Exploration assets. These transactions are all agreed and concluded.

5.
Hurasu will then immediately acquire the entire issued Share Capital of the two companies (namely Bouse Mining Holdings plc and Copperstone Mining Holdings plc) which own the "Bouse" and the "South Copperstone" Gold Mining & Exploration properties through an issue of Hurasu restricted shares of Common Stock and at a price of US$10.00 per share of Hurasu Common Stock.

6.
The Company owns an amount of 510,537,026 shares of Bouse Mining Holdings plc (hereinafter  referred to as "Bouse").

7.
Hurasu will be paying US$0.76 for every 1 (one) Ordinary Share in Bouse. The Company will receive an amount of US$388,008,140 in shares of Hurasu Common Stock in respect of its sale of its entire stockholding Bouse to Hurasu. The Hurasu shares are be priced at US$10.00 (ten dollars) each for the purposes of this calculation. The Company will receive an amount of 38,800,814 shares of Hurasu Common Stock in respect of this transaction.

8.
The Company owns an amount of 1,030,421,001 shares of Copperstone Mining Holdings plc (hereinafter referred to as "Copperstone").

9.
Hurasu will be paying US$0.25 for every 1 (one) Ordinary Share in Copperstone. The Company will receive an amount of US$257,602,250  in shares of Hurasu Common Stock in respect of its sale of its entire stockholding Bouse to Hurasu. The Hurasu shares will be priced at US$10.00 (ten dollars) each for the purposes of this calculation. The Company will receive an amount of 25,760,225 shares of Hurasu Common Stock in respect of this transaction.

10.
Upon the Company's receipt of the amount of 64,561,039 shares of Hurasu Common Stock; it will immediately set a "Record Date" and a "Pay Date" for the distribution of these shares of Hurasu Common Stock to its stockholders.
 
11.
 Stockholders of Fortress Financial Group, Inc. (formerly Great West Gold, Inc.) who were stockholders of Record on November 7, 2006 received stock in Bouse Mining Holdings plc. Hurasu is purchasing their shares in Bouse at a price of US$0.76 for every 1 (one) share held. These stockholders hold an amount of 900,002,220 shares of Bouse and will therefore receive an amount of 68,400,169 shares of Hurasu Common Stock.
 
12.
 Stockholders of Fortress Financial Group, Inc. (formerly Great West Gold, Inc.) who were stockholders of Record on December 2, 2005 received stock in Copperstone Mining Holdings plc. Hurasu is purchasing their shares in Bouse at a price of US$0.25 for every 1 (one) share held. These stockholders hold an amount of 900,002,220 shares of Copperstone and will therefore receive an amount of 22,500,056 shares of Hurasu Common Stock.
 
13.
 These purchases of the balance of the stockholdings (as set out in paragraphs 11 and 12 hereof) will be transacted on a separate date from the Extraordinary Dividend to Fortress Financial Group, Inc. stockholders as set out in this filing
 
14.
The amount of shares of Hurasu Common Stock being received by Fortress and other minority stockholders, being distributed to the Company's stockholders will amount to less than 5% of the outstanding shares of Hurasu Common Stock.


ITEM 9.01                      FINANCIAL STATEMENTS AND EXHIBITS

(a)  
Financial Statements of Business Acquired.

Not Applicable

(b)  
Pro Forma Financial Information.

Not Applicable

(c)  
Exhibits
 
None.
 
 
2
 
 
 
 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.
  
       
October 13, 2008
By:
/s/ Alan Santini  
   
Alan Santini
  
   
Chief Executive Officer
  
       
 
 
 
 
 
 
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