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
March 9, 2001
Date of Report
(Date of Earliest Event Reported)
G/O INTERNATIONAL INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado 0-24688 76-0025986
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
11849 Wink
Houston, Texas 77024
(Address of Principal Executive Offices)
Registrant's Telephone Number
(713) 783-1204
N/A
(Former Name or Former Address if changed Since Last Report)
Item 1. Changes in Control of Registrant.
On November 15, 2000, Waterbury entered into a Reorganization Plan
and Agreement ("Reorganization Agreement") with Beijing Orient LegendMaker
Software Development Co., a company formed under the laws of the People's
Republic of China ("OLM"), and the holders of approximately 65% of the issued
and outstanding capital shares of OLM (the "OLM Majority Shareholders"),
pursuant to which Waterbury had agreed to acquire such OLM Majority
Shareholders' shares for shares of Waterbury. The Reorganization Agreement
contemplated Waterbury acquiring the remaining 35% of the issued and
outstanding shares of OLM from its shareholders, thereby making OLM a
wholly-owned subsidiary of Waterbury (the "Reorganization"). Following the
resolution of various international regulatory concerns to the satisfaction of
the parties' counsel, the Reorganization Agreement was amended on March 9,
2001 (the "First Amendment"), and all of the terms of the Reorganization were
finally agreed upon by the parties.
In order to conclude the Reorganization Waterbury must: (i) raise capital
of not less than $2,500,000 nor more than $5,000,000 (the "Financing"), (ii)
change its name to "3S Consolidated Holdings" or such other name as selected
by OLM/OLMC Majority Shareholders, (iii) appoint as its directors individuals
designated by the OLM/OLMC Majority Shareholders, (iv) transfer out its
existing thoroughbred horse operations, and (v) forward split its Ordinary
Shares in the ratio determined by dividing the current number of shares
outstanding (1,414,000) into the numerator calculated by subtracting from the
number 14,000,000 that number of the Ordinary Shares issued to
investors in the Financing offering. We cannot assure you that we will be
able to satisfy the conditions required to complete the Reorganization.
In addition to the acquisition of capital shares of OLMC from the
OLM/OLMC Shareholders pursuant to the Reorganization Agreement and First
Amendment, Waterbury has: (i) acquired a six month option to purchase (at a
price of US$250,000) the remaining 10% interest in one of the OLM's subsidiary
entities, Shanghai OLM Software Technology Co., Ltd., to thereby make it a
wholly-owned subsidiary of OLM and (ii) is currently negotiating to acquire a
six month option to purchase (at a price of US$350,000) the remaining 49%
interest in one of OLM's subsidiary entities, Beijing OLM System Integration
Co., Ltd., to thereby make it a wholly-owned subsidiary of OLM.
It is contemplated under the Reorganization Agreement and First Amendment
that, upon completion of such Reorganization, G/O will distribute (the
"Distribution") 100% of Waterbury's Ordinary Shares that it holds to its
approximate 765 shareholders pursuant to a registration statement to be filed
with the Securities and Exchange Commission (the "Registration"). Such
Distribution and Registration will be undertaken in order to develop a public
market for Waterbury's Ordinary Shares. Following the Distribution and
Registration, Waterbury will report the business operations of OLM and its
subsidiaries on a consolidated basis utilizing International Accounting
Standards and will prepare and file annual and quarterly reports required
pursuant to Form 20F filed under Section 12(g) of the Securities Exchange Act
of 1934, as amended.
In addition to the registration of those of Waterbury's Ordinary Shares
held by G/O in the Distribution, the Company will simultaneously seek to
register shares purchased by investors in the Financing offering and has
agreed to register up to 6,000,000 of its Ordinary Shares issued to certain
OLM/OLMC Majority Shareholders in the Reorganization.
Copies of the Reorganization Agreement and First Amendment are attached
hereto and incorporated herein by reference. See Item 7.
Item 2. Acquisition or Disposition of Assets.
See Item 1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Description of Exhibit* Number
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Reorganization Agreement 2.1
First Amendment 2.2
Press Release 19
* Summaries of any exhibit are modified in their
entirety by this reference to each exhibit.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
G/O INTERNATIONAL, INC.
Date: 03/29/01 By /s/Jack L. Burns
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Jack L. Burns
President and Director