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
January 24, 2006
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Date of Report
(Date of Earliest Event Reported)
G/O INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 000-24688 76-0025986
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
18205 Burkhardt
Tomball, Texas 77377
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(Address of Principal Executive Offices)
(713) 827-0588
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Registrant's Telephone Number
N/A
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(Former Name or Former Address if changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of
the following provisions (see general instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14-a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Election of Directors and Executive Officers.
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On January 24, 2006, Jack L. Burns, the President, Treasurer and a
director of G/O International, Inc., a Colorado corporation (the "Company"),
announced his intention to resign as President, Treasurer and a director. Mr.
Burns' resignation did not involve any disagreement with the Company's
management and was for personal reasons only. The Company has appointed Mr.
Brian E. Rodriguez to fill the vacancies created by Mr. Burns' resignation,
and Mr. Rodriguez has agreed to serve in these capacities.
As an inducement to Mr. Rodriguez to serve as a director and an officer,
the Company has agreed to indemnify and to advance expenses and costs incurred
by him in connection with any claims, suits or proceedings to which he may be
included by reason of his service, to the fullest extent permitted by law.
(c) Effective on January 24, 2006, and by resolution of the Board of
Directors, Brian E. Rodriguez became the President, Treasurer and a director.
The following delineates certain information about Mr. Rodriguez:
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
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Brian E. Rodriguez President, Treasurer 01/24/06 *
and Director
* This person presently serves in the capacity indicated
opposite his name.
Term of Office.
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The term of office of the current directors continues until the annual
meeting of stockholders, which has been scheduled by the Board of Directors to
be held in May of each year. The annual meeting of the Board of Directors
immediately follows the annual meeting of stockholders, at which officers for
the coming year are elected.
Business Experience.
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The following is a summary of the recent business experience of Mr.
Rodriguez: Mr. Rodriguez has 10 years of experience in capital markets,
corporate finance and the technology sector. Most recently, Mr. Rodriguez has
served as an accounting and finance consultant for Jefferson Wells from
October 2004 to the present. From March 2002 to October, 2005, Mr. Rodriguez
served as controller and then Director of Finance for JP Mobile, Inc., a
privately held wireless software company based in Dallas. Mr. Rodriguez
served as controller for ChipData Incorporated from March, 2001 to March,
2002. Prior to that, Mr. Rodriguez was a consultant with Parson Consulting
Firm from April, 1999 to March, 2001; and has been a Certified Public
Accountant in the State of Texas since 1995.
Legal Proceedings.
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During the last five years, Mr. Rodriguez has not been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was, or is, subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities law or finding
any violation of such laws or is involved in any other legal proceeding which
is required to be disclosed under Item 401(f) of Regulation SB promulgated by
the Securities and Exchange Commission. He is also not involved in any
material legal proceeding involving the Company or in any action with an
interest adverse to the Company.
Audit Committee Financial Expert.
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The Company does not have an audit committee or an audit committee
financial expert. Thus, the Company's common stock may not be listed on any
national securities exchange or by any national securities association. This
will limit the ability of the Company's shareholders to sell their shares in
these markets.
Transactions.
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Except as indicated herein, there have been no transactions between the
Company and Mr. Rodriguez during the last two calendar years ended December
31, 2005, and 2004, or to the date hereof.
Item 8.01. Other Events.
We issued a Press Release regarding the above resignation, a copy of
which is included as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release regarding the resignation of Jack L. Burns and
appointment of Brian E. Rodriquez
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
G/O INTERNATIONAL, INC.
Date: 01/26/06 /s/ Brian E. Rodriguez
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Brian E. Rodriguez
President, Treasurer and Director
Exhibit 99.1
G/O International, Inc.
January 24, 2006
G/O International, Inc., (OTC BB "GOII") today announced the resignation of
its Director, President and Treasurer, Mr. Jack L. Burns. Mr. Burns cited
illness as the reason for his resignation. The vacancy created by Mr. Burns'
resignation is being filled by Mr. Brian E. Rodriguez of Richardson, Texas.
Mr. Rodriguez has served as an accounting and finance consultant for Jefferson
Wells from October 2004 to the present. From March 2002 to October, 2004, Mr.
Rodriguez served as controller and then director of Finance for JP Mobile
Inc., a privately held wireless software company based in Dallas. Mr.
Rodriguez served as controller for ChipData Incorporated from March, 2001 to
March, 2002. Prior to that Mr. Rodriguez was a consultant with Parson
Consulting from April 1999 to March 2001. Mr. Rodriguez has been a Certified
Public Accountant in the State of Texas since May 1995. Mr. Rodriguez began
his career in the Business Assurance practice of Cooper & Lybrand in Dallas,
Texas. Mr. Rodriguez holds a B.B.A. from Texas A&M University.
In connection with the appointment of Mr. Rodriquez as a director and officer
of the Company, the Company executed and delivered the Indemnification
Agreement attached hereto.
In addition, the Company has changed its mailing address to 18205 Burkhardt,
Tomball, Texas 77377.