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): ~~July~~August 2812, 2010

FORTRESS FINANCIAL GROUP, INC. / WY

(Exact name of registrant as specified in charter)

Wyoming

(State or other Jurisdiction of Incorporation or Organization)

000-24262	2780 So. Jones Blvd. #3532 Las Vegas, Nevada 89146	91-1363905
000-24262 (Commission File Number)	2780 So. Jones Blvd. #3532 Las Vegas, Nevada 89146	91-1363905 (IRS Employer Identification No.)
(Commission File Number)	(Address of Principal Executive Offices and zip code)	(IRS Employer Identification No.)
	(Address of Principal Executive Offices and zip code)

(954) 623-7409

(Registrant's telephone

~~Number~~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~~Solicitingo 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))~~240.13e-4(c))~~

1o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 21.0301 ~~AMENDMENT~~ENTRY TOMATERIAL ~~THE CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT~~AGREEMENT

~~AMENDED~~On ~~REPAYMENT~~August ~~TERMS~~12, TO2010 ~~SLOANE~~the ~~INVESTMENTS~~Company’s wholly owned subsidiary Western Diversified Mining Resources, ~~INC~~Inc. ~~FOLLOWING~~(“Western”) ~~THEIR~~entered ~~ACQUISITION~~into OFan ~~THE~~agreement ~~BALANCE~~with OFNorth ~~THE~~American ~~COMPANY~~Gold & Minerals Fund (“North American”) pursuant to which North American agreed to acquire Western’Ss 23.22% ~~OUTSTANDING~~shareholding ~~LONG~~in ~~TERM~~Bouse ~~LOAN~~Gold ~~NOTES~~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, 2011at a cash redemption price equal to the liquidation preference.

~~Following~~The ~~the~~Agreement ~~acquisition~~is ofsubject ~~all~~to ofseveral ~~the~~conditions ~~balance~~ of ~~the~~closing. The Company’s ~~outstanding~~anticipates ~~Loan~~that ~~Notes~~Closing ~~and~~will ~~including~~occur ~~accrued~~no ~~interest~~later tothan ~~date,~~August ~~as at July 12~~17, 2010~~, the Company owed an amount of US$1,057,970~~.39 (One million fifty seven thousand nine hundred and seventy dollars and thirty nine cents) to Sloane Investments, Inc. and Sloane Investments, Inc. became the Company’s sole outstanding Loan Note Holder.

The ~~Loan~~Agreement ~~Notes~~contemplates ~~acquired~~that bythe ~~Sloane~~Company ~~Investments,~~will ~~Inc.~~distribute ~~from~~to the ~~various~~Company’s ~~previous~~shareholders ~~Loan~~the ~~Note~~shares ~~Holders~~received ~~were~~as ~~due~~the purchase price, and ~~payable~~North byAmerican Gold & Minerals Fund is required to use its best efforts to cooperate in carrying out the ~~Company~~contemplated nodistribution. The ~~later~~distribution ~~than~~is 12expected to be 0.00016168455 (~~twelve~~rounded up) ~~months~~per ~~from~~1 ~~the~~(one) ~~date~~share of ~~their~~Series ~~issue~~A byPreferred ~~the~~Stock ~~Company~~for each 1 (one) share of Fortress Financial Group, Inc. common stock and 0.0003921002 (rounded up) share of Series B Preferred Stock for each 1 (one) share of Fortress Financial Group, Inc. common stock.

~~These Loan Notes, now having been acquired by Sloane Investments, Inc~~ITEM 9.~~, are immediately due and payable by the Company to Sloane Investments, Inc. upon demand.~~01 EXHIBITS

110.01 ~~Sloane~~Stock ~~Investments~~Purchase Agreement dated August 12, ~~Inc.~~2010 by and ~~the~~between ~~Company~~North ~~have~~American ~~agreed~~Gold ~~that:~~& Minerals Fund and Western Diversified Mining Resources, Inc.

1.1 The Company will repay this Loan Note in full, together with accrued interest, from the proceeds of the sale of the Company’s interests in Bouse Gold, Inc. and South Copperstone, Inc. It is specifically provided that the Company shall have settled the outstanding Loan Note together with accrued interest, in full and by no later than August 16, 2010.

1.2 The Company shall have executed upon its sale of its entire interest in Bouse Gold, Inc. and South Copperstone, Inc. by no later than August 16, 2010 with the entire sale proceeds settled to the Company by no later than August 16, 2010.

1.3 The Company will pay interest on the outstanding balance of the Loan Note which is calculated from June 12, 2010 until the date of full settlement and at the rate of 10% (Ten percent) per annum.

In the event of the Company breaching the terms of sub paragraph 1.1 and 1.2 above, the Loan Note, together with accrued interest, due to Sloane Investments, Inc. will become immediately due and payable by the Company.

AMENDED REPAYMENT TERMS TO SLOANE INVESTMENTS, INC. FOLLOWING THEIR ACQUISITION OF A SHORT TERM LOAN DUE BY THE COMPANY

Sloane Investments, Inc. acquired the short term debt owed by the Company to Abaxis, Inc. in the amount of US$207,554.50 (Two hundred and seven thousand five hundred and fifty four dollars and fifty cents) as at July 1, 2010.

The Company had no written loan agreement with Abaxis, Inc. in respect of the terms of repayment and the interest payable for this loan account.

2. Sloane Investments, Inc. and the Company have agreed that:

2.1 The Company will repay this Loan in full, together with accrued interest, from the proceeds of the sale of the Company’s interests in Bouse Gold, Inc. and South Copperstone, Inc. It is specifically provided that the Company shall have settled the outstanding Loan together with accrued interest, in full and by no later than August 16, 2010.

2.2 The Company shall have executed upon its sale of its entire interest in Bouse Gold, Inc. and South Copperstone, Inc. by no later than August 16, 2010 with the entire sale proceeds settled to the Company by no later than August 16, 2010.

2.3 The Company will pay interest on the outstanding balance of the Loan which is calculated from June 1, 2010 until the date of full settlement and at the rate of 10% (Ten percent) per annum.

In the event of the Company breaching the terms of sub paragraph 2.1 and 2.2 above, this loan, together with accrued interest, due to Sloane Investments, Inc. will become immediately due and payable by the Company.

AMENDMENT TO SHORT TERM IMMEDIATE LOAN FUNDING PROVIDED BY SLOANE INVESTMENTS, INC. TO THE COMPANY

Abaxis, Inc. advised the Company on July 14, 2010 that it will no longer be advancing funds to the Company and that the Company should now seek its funding from Sloane Investments, Inc.

The Company secured on July 20, 2010 an immediate Loan Facility, not to exceed the amount of US$200,000 (Two hundred thousand dollars) from Sloane Investments, Inc. in order to be in a position to pay all of its ongoing expenses; including but not limited to Professional Fees, Investor Relations, Transfer Agent and the distribution costs of an upcoming but yet to be confirmed Dividend from the proceeds of the sale of the Company’s interests in Bouse Gold, Inc. and South Copperstone, Inc.

3. The terms of this very short term funding provided to the Company by Sloane Investments, Inc. are as follows:

3.1 The Company shall pay a fee to Sloane Investments, Inc. in the amount of US$20,000 (Twenty thousand dollars) for the provision of this immediate short term funding arrangement.

3.2 The Company will pay interest on the outstanding balance of the Loan until its settlement in full by the Company and at the rate of 12% (Twelve percent) per annum.

3.3 The Company will repay this Loan in full, together with the accrued interest and fee, from the proceeds of the sale of the Company’s interests in Bouse Gold, Inc. and South Copperstone, Inc. It is specifically provided that the Company shall have settled the outstanding Loan together with the accrued interest and fee, in full and by no later than August 31, 2010.

3.4 The Company shall have executed upon its sale of its entire interest in Bouse Gold, Inc. and South Copperstone, Inc. by no later than August 16, 2010 with the entire sale proceeds settled to the Company by no later than August 16, 2010.

In the event of the Company breaching the terms of sub paragraphs 3.3 and 3.4 above, this loan facility will be immediately terminated and the outstanding balance due to Sloane Investments, Inc., together with accrued interest, will become immediately due and payable by the Company.

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.
Date: August 2, 2010	By:	/s/ Peter James Bezzano
Date: August 12, 2010	By:	/s/ Peter James Bezzano
		Peter James Bezzano
		President

Filing Compare · Fortress Financial Group, Inc. / WY