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 16, 1997
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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 0-24688 76-0025986
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
11849 Wink
Houston, Texas 77024
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(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.
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None; not applicable.
Item 2. Acquisition or Disposition of Assets.
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None; not applicable.
Item 3. Bankruptcy or Receivership.
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None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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David T. Thomson, Certified Public Accountant, of Salt Lake City,
Utah, audited the financial statements of the Company for the calendar years
ended December 31, 1994 and 1993 (which accompanied its Form 10-KSB Annual
Report for the calendar year ended December 31, 1994, filed with the
Securities and Exchange Commission on or about May 2, 1995), re-audited the
financial statements of the Company for the five months ended May 31, 1994,
and the years ended December 31, 1993 and 1992 (which accompanied the
Company's Registration Statement on Form 10-SB-A3, filed on June 2, 1995), and
audited the financial statements of the Company for the calendar years ended
December 31, 1995 and 1994 (which accompanied the Company's Form 10-KSB Annual
Report for the calendar year ended December 31, 1995, filed April 10, 1996).
Stayner and Company, Certified Public Accountants, of Salt Lake
City, Utah, was engaged on or about January 16, 1997, by the Board of
Directors of the Company to audit the financial statements of the Company for
the calendar years ended December 31, 1996 and 1995. These financial
statements will accompany the Company's Form 10-KSB Annual Report for the
calendar year ended December 31, 1996, which will be timely filed with the
Securities and Exchange Commission.
There were no disagreements between the Company and David T.
Thomson, whether resolved or not resolved, on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which, if not resolved, would have caused him to make reference to
the subject matter of the disagreement in connection with his respective
reports.
Other than expressing substantial doubt about the ability of the
Company to continue as a going concern, the reports of David T. Thomson do not
contain any adverse opinion or disclaimer of opinion, and are not qualified or
modified as to uncertainty, audit scope or accounting principles.
During the Company's three most recent fiscal years, and since
then, neither David T. Thomson P.C. nor Stayner and Company has advised the
Company that any of the following exist or are applicable:
(1) That the internal controls necessary for the Company to
develop reliable financial statements do not exist, that
information has come to their attention that has led them to
no longer be able to rely on management's representations,
or that has made them unwilling to be associated with the
financial statements prepared by management;
(2) That the Company needs to expand significantly the scope of
its audit, or that information has come to their attention
that if further investigated may materially impact the
fairness or reliability of a previously issued audit report
or the underlying financial statements or any other
financial presentation, or cause them to be unwilling to
rely on management's representations or be associated with
the Company's financial statements for the foregoing reasons
or any other reason; or
(3) That they have advised the Company that information has come
to their attention that they have concluded materially
impacts the fairness or reliability of either a previously
issued audit report or the underlying financial statements
for the foregoing reasons or any other reason.
During the Company's three most recent fiscal years and since
then, the Company has not consulted Stayner and Company regarding the
application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
the Company's financial statements or any other financial presentation
whatsoever.
The Company has provided David T. Thomson with a copy of the
disclosure provided under this caption of this Report, and has advised him to
provide the Company with a letter addressed to the Securities and Exchange
Commission as to whether he agrees or disagrees with the disclosures made
herein. A copy of his response is attached hereto and incorporated herein by
this reference. See Item 7 of this Report.
Item 5. Other Events.
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None; not applicable.
Item 6. Resignations of Registrant's Directors.
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None; not applicable.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro-forma Financial Information.
None; not applicable.
(c) Exhibits.*
Description of Exhibit Exhibit
Number
Letter of David T. Thomson regarding 16
change of accountant
Annual Report on Form 10-KSB for the **
calendar year ended December 31, 1994
Registration Statement on Form 10-SB-A3 **
Annual Report on Form 10-KSB for the **
calendar year ended December 31, 1995
* Summaries of any exhibit are modified in their
entirety by this reference to each exhibit.
** Each of these documents has previously been filed
with the Securities and Exchange Commission and is
incorporated herein by this reference.
Item 8. Changes in Fiscal Year.
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None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities 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: 1-22-97 By: J. L. Burns
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Jack L. Burns
President and Director
[LETTERHEAD OF DAVID T. THOMSON P.C.]
January 22, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
I was previously the accountant for G/O International, Inc. and on April 2,
1996, I reported on the financial statements of G/O International, Inc. On
January 16, 1997, I was dismissed as the accountant of G/O International, Inc.
I have read G/O International, Inc.'s statements included under Item 4 of its
Form 8-K for January 16, 1997, and I agree with such statements except as to
the second paragraph of Item 4 and any other references to the representations
about and for Stayner and Company, Certified Public Accountants, as to which I
have no knowledge.
Very truly yours,
/s/ David T. Thomson P.C.
David T. Thomson, P.C.
Salt Lake City, Utah
