Filed On 3/24/06 1:19pm ET · SEC File 5-46917 · Accession Number 1010412-6-87
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
3/24/06 Sand Hills Partners/LLC SC 13D 6:49 G/O International Inc Burningham Leonard W/FA
General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 5± 19K
2: EX-2 Settlement Agreement 20± 61K
3: EX-2 Promissory Note 4± 13K
4: EX-2 Pledge Agreement 5± 20K
5: EX-2 Partnership Interest Purchase Agreement 7± 25K
6: EX-2 Guaranty and Pledge Agreement 8± 29K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
G/O INTERNATIONAL, INC. (Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE.
(Title of Class of Securities)
362900 201 (CUSIP Number)
Branden T. Burningham, Esq.
455 East 500 South, #205
Salt Lake City, Utah 84111
Telephone: (801) 363-7411
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 28, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on-Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however,
seethe Notes).
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SCHEDULE.13D
CUSIP NO.:362900 201
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1.
NAME OF REPORTING PERSON S.S. OR I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Sand Hills Partners, LLC. I. R. S. Identification No. Applied for
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2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
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3. SEC USE ONLY
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4.SOURCE OF FUNDS
OO
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5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
None.
6.
CITIZENSHIP OR PLACE OF ORGANIZATION The State of
Delaware of the United States of America.
---------------------------------------- ---------------------------------
7. SOLE VOTING POWER 6,400,000
NUMBER OF
SHARES 8. SHARED VOTING POWER 6,400,000
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON 9. SOLE DISPOSITIVE POWER 6,400,000
WITH
10. SHARED DISPOSITIVE POWER 6,400,000
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11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,400,000
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12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES N/A
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.5%
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14.
TYPE OF REPORTING PERSON
CO
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.01 per share (the
"Common Stock"), of G/O International, Inc., a Colorado corporation
(the "Company"). The Company's principal executive offices are located at
18205 Burkhardt, Tomball, Texas 77377.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule is being filed by Sand Hills Partners, LLC.
(b) The business address of Sand Hills Partners, LLC is 18205 Burkhardt
Tomball, Texas 77377.
(c) Sand Hills Partners, LLC is a stockholder of the Company.
(d) During the last five years, Sand Hills Partners, LLC has not been
convicted in any criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the last five years, Sand Hills Partners, LLC was not a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction which, as a result of such proceeding, made it subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or
finding any violation with respect thereto.
(f) Sand Hills Partners, LLC. is an entity of the State of Delaware, United
States of America.
ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
3,325,000 of the shares of Common Stock of the Company were acquired by Sand
Hills General Partners as a result of contributions to the partnership by
holders of such shares in exchange for interests in the partnership. 3,075,000
of the shares of Common Stock of the Company were acquired by Sand Hills
General Partners in connection with the issuance of its Promissory Note in the
amount of $35,000 and the assumption of a guaranty of debt totaling $643,598
of Waterbury Resources, Ltd., a subsidiary of the Company, in each case issued
to the holder of such debt.
Concurrent with the formation of Sand Hills General Partners and its
acquisition of the Company Common Stock, Sand Hills Partners LLC, a Delaware
limited liability company, purchased David M. Klausmeyer's 37% interest in
Sand Hills General Partners in consideration for its Promissory Note in the
principal amount of $1,500,000, payable out of 37% of any proceeds derived
from Sand Hills General Partners' interest in the Company, until a total of
$1,500,000 has been paid, at which time Sand Hills Partners LLC will own 100%
of such shares of the Company unencumbered. The Note is secured by Sand Hills
Partners LLC's interest in Sand Hills General Partners and is guaranteed by
Sand Hills General Partners, which guarantee is secured by the pledge of 100%
of the assets of Sand Hills General Partners. As a consequence of such
purchase, Sand Hills Partners LLC will exercise voting and dispositive power
over such shares of Common Stock of the Company unless default occurs under
the Partnership Interest Purchase Agreement, the Note, and the Pledge
Agreement. Sand Hills Partners LLC is equally owned by John Ellis, George
Jarkesy and David R. Strawn, Esq.; Messrs. Jarkesy and Strawn were principal
shareholders of the Company prior to these transactions. Mr. Klausmeyer was
also a principal stockholder of the Company prior to these transactions.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Common Stock of the Company were acquired for investment
purposes by each of these persons. The acquisition of such shares of Common
Stock places Sand Hills General Partners and Sand Hills Partners, LLC and its
respective members in control of the Company through the 74.5% interest, which
Sand Hills Partners, LLC and its members intend to exercise in order to effect
a reorganization of the Company with a private entity under their control.
Such private entity will undertake to locate and acquire interests in
portfolio companies in exchange for shares of Common Stock of the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to the Company, there were 8,590,372 shares of Common Stock
outstanding as of September 30, 2005. Sand Hills General Partners is now the
beneficial owner of 6,400,000 shares of Common Stock, which represents
approximately 74.5% of the outstanding shares of the Company's Common Stock.
(b) Sand Hills General Partners has the sole power to direct the vote of the
6,400,000 shares of Common Stock beneficially owned by it and the sole power
to direct the disposition of such shares; however Sand Hills Partners, LLC, is
the sole owner of Sand Hills General Partners, that is equally owned by
Messrs. Ellis, Jarkesy and Strawn.
(c) On or about February 28, 2006, Sand Hills General Partners acquired
6,400,000 shares of the Company. 3,325,000 were acquired through contributions
by the holders thereof in exchange for partnership interests. 3,075,000 were
acquired in connection with the issuance of its Promissory Note in the amount
of $35,000 and the assumption of a guaranty of debt totaling $643,598 of
Waterbury Resources, Ltd., a subsidiary of the Company, in each case issued to
the holder of such debt.
Each of these acquisitions of shares of Common Stock of the Company was
effected by virtue of Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act")pursuant to a Subscription Agreement duly executed by
Sand Hills General Partners and accepted by the Company. Each acquisition is
included in the aggregate shareholding and percentage figures contained
elsewhere in this Schedule 13D.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Concurrent with the acquisition of the Company's Common Stock by Sand Hills
General Partners, Sand Hills Partners, LLC purchased David M. Klausmeyer's 37%
interest in Sand Hills General Partners in consideration for its Promissory
Note in the principal amount of $1,500,000, payable out of 37% of any proceeds
derived from Sand Hills General Partners' interest in the Company, until a
total of $1,500,000 has been paid, at which time Sand Hills Partners, LLC will
own 100% of such shares of Common Stock of the Company unencumbered. The Note
is secured by Sand Hills Partners, LLC's interest in Sand Hills General
Partners and is guaranteed by Sand Hills General Partners, which guarantee is
secured by the pledge of 100% of the assets of Sand Hills General Partners. As
a consequence of such purchase, Sand Hills Partners LLC will exercise voting
and dispositive power over such shares of Common Stock of the Company unless
default occurs under the Partnership Interest Purchase Agreement, the Note and
the Pledge Agreement executed by Sand Hills Partners, LLC and delivered to Mr.
Klausmeyer in connection with the purchase of his partnership interest in Sand
Hills General Partners.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description of Exhibit
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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
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: 3/21/2006
/s/ Geroge Jarkesy
------------------
George Jarkesy, voting member of Sand Hills Partners, LLC
Sand Hills General Partners
Dates Referenced Herein and Documents Incorporated By Reference
| Referenced-On Page |
|---|
| This SC 13D Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 9/30/05 | | 3 | | | | | 10QSB |
| | 2/28/06 | | 1 | | 3 |
| Filed On / Filed As Of | | 3/24/06 |
| |
| Top | | List All Filings |
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