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
February 28, 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 ))
Item 1.01 Entry into a Material Definitive Agreement.
See Item 5.01 regarding the Agreement between G/O International, Inc. (our
"Company," "G/O," "we," "our" or "us" and words of similar import) and Sand
Hills General Partners, a Texas general partnership, that involved a change in
control of our Company related to the issuance of shares of our common voting
stock in consideration of the assumption of certain debt of our subsidiary,
Waterbury Resources, Ltd.
Item 3.02 Unregistered Sales of Equity Securities.
See Item 5.01 regarding the Agreement between us and Sand Hills General
Partners, a Texas general partnership, that involved a change in control of
our Company related to the issuance of shares of our common voting stock in
consideration of the assumption of certain debt of our subsidiary, Waterbury
Resources, Ltd.
Item 5.01 Changes in Control of Registrant.
On February 28, 2006, Sand Hills General Partners, a Texas general partnership
("SHGP"), acquired a total of 6,400,000 shares or 74.5% of our issued and
outstanding $0.001 par value common stock. SHGP is a general partnership
consisting of David M. Klausmeyer, an individual shareholder of ours and Sand
Hills Partners, LLC, a Delaware limited liability company ("SHP"), engaged in
providing business consulting services. SHP members are John Ellis, George
Jarkesy, a shareholder of ours, and David R. Strawn, Esq., also a shareholder
of ours.
SHGP acquired a total of 3,325,000 shares of G/O from former shareholders of
G/O in exchange for partnership interests as follows: David M. Klausmeyer
transferred 835,000 shares of G/O for 37% interest in SHGP; George Jarkesy
transferred 1,655,000 shares of G/O and David R. Strawn transferred 835,000
shares of G/O to SHGP for the issuance of a 63% interest in SHGP that was
issued to SHP, which is owned equally by Messrs. Ellis, Jarkesy and Strawn.
SHGP also acquired 3,075,000 shares of G/O in connection with the settlement
and assumption of a total of $643,598 in debt owed by Waterbury Resources,
Ltd., a Cayman Island company and subsidiary of G/O ("Waterbury"), to Q-Marq
Securities, Ltd., a Cayman Islands company ("Q-Marq")(the "Waterbury Debt").
Charlie Investments, Ltd. ("Charlie") and Yankee Investments, Ltd. ("Yankee")
each transferred to SHGP, 1,537,500 shares of G/O in exchange for the
assumption of the guarantee of the Waterbury Debt by SHGP. Also in connection
with the settlement of the Waterbury Debt: (i) SHGP issued a note payable to
Q-Marq for $35,000; (ii) G/O transferred to SHGP 357,000 shares of Waterbury;
(iii) Charlie and Yankee each transferred SHGP 187,500 shares of Waterbury;
and (iv) Waterbury issued a total of 1,500,000 of its ordinary shares to
Q-Marq in consideration for Q-Marq's release of the Waterbury Debt. See the
Settlement Agreement that is attached hereto as Exhibit 2.1.
SHP purchased David M. Klausmeyer's 37% interest in SHGP with a Promissory
Note in the amount of $1,500,000 and a pledge of SHP's entire interest in SHGP
if SHP defaults. SHP therefore has full voting and dispositive control over
the 6,400,000 shares of G/O held by SHGP. See the Promissory Note, Pledge
Agreement, Partnership Interest Purchase Agreement and Guaranty and Pledge
Agreement attached as Exhibits 2.2, 2.3, 2.4 and 2.5, respectively.
Except as indicated herein, there are no other material relationships between
these individuals or entities and G/O.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
2.1 Settlement Agreement
Exhibit 1-Agreement to Assume Guaranty for Transfer of
Shares
Exhibit 2-SHGP Promissory Note
Exhibit 3-Election to Convert and Release, Waiver and
Novation
2.2 Promissory Note
2.3 Pledge Agreement
2.4 Partnership Interest Purchase Agreement
2.5 Guaranty and Pledge Agreement
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: 3/22/06 /s/ Brian E. Rodriguez
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Brian E. Rodriguez
President, Treasurer and Director