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
October 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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None; not applicable.
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.*
Exhibit
Description of Exhibit Number
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None; not applicable.
* Summaries of any exhibit are modified in their
entirety by this reference to each exhibit.
Item 8. Changes in Fiscal Year.
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None; not applicable.
Item 9. Sales of Equity Securities Pursuant to Regulation S.
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The Company raised a total of $20,000 through the issuance of
2,000,000 shares of its common stock pursuant to Regulation S of the
Securities and Exchange Commission, at a price of $0.01 per share. These
shares were issued on or about January 11, 1996.
On July 10, 1996, the Board of Directors of the Company unanimously
resolved to sell up to 2,000,000 shares of its common stock at a price of
$0.01 per share pursuant to Regulation S to raise up to $20,000. A total of
seven non-U.S. purchasers purchased the entire 2,000,000 shares and these
shares were issued on or about July 17, 1996.
The Company sold an additional 40,000 shares to certain non-U.S.
persons on October 16, 1997, at a purchase price of $0.25 per share, to raise
a total of $10,000.
The following table sets forth the names of the purchasers under
Regulation S, the date and number of shares acquired, and the aggregate
consideration paid by each purchaser:
Date Number of Aggregate
Name Acquired Shares Consideration
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Yankee Investments Ltd. 1/11/96 750,000 $7,500
7/17/96 750,000 $7,500
10/16/97 15,000 $3,750
Charlie Investments Ltd. 1/11/96 750,000 $7,500
7/17/96 750,000 $7,500
10/16/97 15,000 $3,750
Gordian Investments Ltd. 1/11/96 175,000 $1,750
7/17/96 175,000 $1,750
10/16/97 3,500 $ 875
Huggermugger Limited 1/11/96 175,000 $1,750
7/17/96 175,000 $1,750
10/16/97 3,500 $ 875
Cicero Cinzano Ltd. 1/11/96 100,000 $1,000
7/17/96 100,000 $1,000
10/16/97 2,000 $ 500
Q-Marq Securities Ltd. 1/11/96 25,000 $ 250
7/17/96 25,000 $ 250
10/16/97 500 $ 125
Fairweather Securities Ltd. 1/11/96 25,000 $ 250
7/17/96 25,000 $ 250
10/16/97 500 $ 125
Each of the above-referenced purchasers executed a Regulation S
subscription agreement, in which the purchaser represented, among other
things, that: (i) it is not a "U.S. person" as defined in Rule 902 of
Regulation S and was not acquiring the shares for the account of any U.S.
person; (ii) such shares must be transferred by the purchaser in compliance
with Regulation S; (iii) the shares would contain a legend to the effect that
transfer is prohibited except in accordance with the provisions of Regulation
S; and (iv) that the purchaser would not make "directed selling efforts" (as
defined in Rule 902) of the shares in the United States.
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: 3-23-98 By: /s J. L. Burns
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Jack L. Burns
President and Director
