Sand Hills Partners/LLC · SC 13D · G/O International Inc · On 3/24/06

Filed On 3/24/06 1:19pm ET   ·   SEC File 5-46917   ·   Accession Number 1010412-6-87

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 

SC 13D   ·   General Statement of Beneficial Ownership
Document Table of Contents

SC 13D
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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).                                                                  

SC 13D
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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
------------------------------------------------------------------------------  
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                                                     
------------------------------------------------------------------------------  
12.                                                           
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)                 
EXCLUDES CERTAIN SHARES N/A                                   

SC 13D
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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                                           
-----------    ----------------------                                           

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
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