Item 2.01 Completion of Acquisition or Disposition of Assets; Section 3-Item
3.02 Unregistered Sale of Equity Securities; Section 5-Item 5.01 Changes in
Control of Registrant; Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year; and Section 5-Item 5.06 Change in Shell
Company Status. These items are set forth herein below.
In our Form 10KSB for the fiscal year ended December 31, 2005, we reported
that we were a "shell company." Accordingly, as a result of the
Reorganization Transaction which resulted in a change of control, in
compliance with Item 501(a)(8) of Form 8-K, we have included in this 8-K the
information that would be required if we were filing a general form of
registration of our securities on Form 10-SB under the reporting requirements
of Section 13 of the Exchange Act reflecting information regarding us and our
securities upon consummation of the Reorganization Transaction. Our 2005 10-
KSB, March 31, 2006 10-QSB and June 30, 2006 10-QSB contain our Financial
Information through June 30, 2006 and we have included in this Form 8-K, a
pro forma balance sheet as of March 15, 2006, and as of June 30, 2006,
reflecting the Reorganization Transaction. We have also included in this Form
8-K financial information of SH Celera Capital Corporation including audited
financial statements from inception through March 15, 2006, and unaudited
financial statements for the period from inception through June 30, 2006.
Item 101 Entry into a Material Definitive Agreement
(a) As previously reported in the June 26, 2006 8-K, which is incorporated
herein by reference, we entered into a letter of intent to enter into a
reorganization transaction with SH Celera Capital Corporation, a Maryland
corporation (Reorganization Transaction"), that is engaged in, among other
activities, providing business consulting services to client companies
engaged in various industries and at various stages of development ("SH
Celera"). On July 26, 2006 we entered into the definitive Reorganization
Plan and Agreement with SH Celera Capital respecting the Reorganization
Transaction, the closing of which is subject to the fulfillment of certain
conditions including the filing of this Form 8-K. The following are the
principal terms of the Reorganization Plan and Agreement:
(b) Pursuant to the Reorganization Plan and Agreement, we either have or
will:
(1) filed Amended and Restated Articles of Incorporation thereby changing
our name from G/O International, Inc. to "G/O Business Solutions,
Inc.", which became effective on or about August 1, 2006. A copy of
our Amended and Restated Articles of Incorporation has been filed as
Exhibit 3.1 to this Form 8-K. See Item 9.01 Exhibit 3.1;
(2) reverse split, effective August 15, 2006, our outstanding 8,650,372
shares of $0.01 par value per share common stock in the ratio of 1 for
2, resulting in a total of 4,325,186 shares of our common stock, $0.01
par value per share being outstanding, post-split;
(3) issue a total of 17,300,744 post-split shares of our $0.01 par
value per share common stock to SH Celera resulting in SH Celera owning
80% of our issued and outstanding shares of $0.01 par value per share
common stock;
(4) entered into a Facilities Administration and Operating Services
Agreement with SH Celera pursuant to which SH Celera has undertaken to
provide all facilities, administration and operating services necessary
for us to conduct a fee based business consulting practice under our
trade name "G/O Business Solutions, Inc." Further discussion regarding
the Facilities Administration and Operating Services Agreement is set
forth in the paragraph "Organization and Business-Facilities
Administration and Operating Services Agreement" herein below and a
copy of the Facilities Administration and Operating Services Agreement
has been filed as Exhibit 10.1 to this Form 8-K. See Item 9.01 Exhibit
10.1;
(5) undertaken to engage in providing fee based business consulting
services to company clients through the support provided by SH Celera
under the Facilities Administration and Operating Services Agreement.
Further discussion regarding the fee based business consulting business
in which we intend to engage is set forth in the paragraph
"Organization and Business-Consulting Services" herein below;
(6) Appointed Mr. George Jarkesy, to fill the vacancy created by the
resignation of Michael Caswell, who resigned as a member of our board
of directors and as an officer on July 5, 2006. Mr. Jarkesy will serve
as a member of our board of directors until the next election of
directors and as our chairman and chief executive officer. In
connection therewith, we executed and delivered an indemnification
agreement thereby agreeing to indemnify Mr. Jarkesy in the event
certain proceedings are threatened or commenced against Mr. Jarkesy.
Information regarding Mr. Jarkesy and a discussion regarding the
Indemnification of our directors and officers is set forth in the
paragraphs "Directors, Executive Officers, Promoters, Control Persons,
Compliance with Section 16(a) of the Exchange Act" and
"Indemnification of Directors and Officers and SH Celera," herein
below, and a copy of the form of the Indemnification Agreement executed
and delivered to Mr. Jarkesy has been filed as Exhibit 10.5 to this
Form 8-K. See Item 9.01 Exhibit 10.5;
(7) transferred to SH Celera, a total of 356,999 shares of Waterbury
Resources Ltd., which constitutes the balance of our interest in
Waterbury Resources, Ltd;
(8) entered into the Mutual Undertaking Agreement pursuant to which we
undertook to raise additional equity capital of not less than
$2,500,000 and up to $5,000,000 through the sale of a newly created
class of our shares of preferred stock (the "Contemplated Financing").
Further discussion regarding the Contemplated Financing is set forth in
the paragraph "Management Discussion and Analysis of Financial
Condition and Results of Operations-Future Funding" herein below and a
copy of the Mutual Undertaking Agreement has been filed as Exhibit 10.2
to this Form 8-K. See Item 9.01 Exhibit 10.2;
(9) entered into the Agreement to Assume Debt and Release, Waiver and
Novation Agreement pursuant to which SH Celera agreed to assume up to
$65,000 or our outstanding liabilities. A copy of the Agreement to
Assume Debt and Release, Waiver and Novation Agreement has been filed
as Exhibit 10.3 to this Form 8-K. See Item 9.01 Exhibit 10.3;
(10) entered into Assignment, Assumption and Confirmation Agreements
with SH Celera and two of its client companies pursuant to which we
received the assignment of all rights under the certain retainer
agreements between SH Celera and such client companies ("Assigned
Retainer Agreements") and assumed the obligation to perform the
services required thereunder for the consideration payable thereunder.
Further discussion regarding the Assignment, Assumption and
Confirmation Agreements and the Assigned Retainer Agreements is set
forth in the paragraphs "Management Discussion and Analysis of
Financial Condition and Results of Operations-Contractual
Obligations," herein below, and a copy of each of the Assignment,
Assumption and Confirmation Agreements has been filed as Exhibits
10.4(a) and 10.4(b) to this Form 8-K, See Item 9.01 Exhibits 10.4(a)
and 10.4(b); and
(11) received a capital contribution of $50,000 from SH Celera to be
used for working capital.
Each of the actions taken in connection with the Reorganization Transaction
were completed by our board of directors without first obtaining stockholder
approval based upon authority granted the our directors by the stockholders
in the Shareholders Meeting dated September 8, 2003 pursuant to the
definitive Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934, filed with the SEC on August 21, 2003 which by this
reference is incorporated herein, pursuant to which the stockholders approved
amending our Articles of Incorporation, as follows: (i) eliminating the
recitation of numerous specific powers of the Company in favor of a statement
that the Company can engage in any lawful business for which corporations are
organized under the Colorado Corporation and Association Act (the "Colorado
Law"); (ii) eliminating classes of common stock and increasing our authorized
shares from 20,000,000 shares of common stock to 55,000,000 authorized
shares, 50,000,000 of which are common and 5,000,000 of which are preferred;
(iii) allowing the Company to take action by the written consent of less than
all of the stockholders without a meeting, provided the requisite number of
votes necessary to effect the particular action have voted in favor of the
particular action in accordance with Colorado Law; (iv) codifying the
Colorado Law regarding the right of our Company to indemnify and hold
directors, executive officers and others harmless from certain liabilities
for actions taken on behalf of our Company; (v) allowing the Board of
Directors the authority to effect re-capitalizations in the form of forward
and reverse splits of our outstanding securities without stockholder
approval; and (vi) allowing our Board of Directors to change the name of our
Company without stockholder approval.
(c) pursuant to the Reorganization Plan and Agreement, SH Celera:
(1) assumed up to $65,000 of our outstanding debt pursuant to the
Agreement to Assume Debt and Release, Waiver and Novation Agreement
discussed in the paragraph "Management Discussion and Analysis of
Financial Condition and Results of Operations" and attached to this
Form 8-K as Exhibit 10.3. See Item 9.01 Exhibit 10.3;
(2) contributed to us $50,000 for use as working capital;
(3) entered into the Mutual Undertaking Agreement pursuant to which it
undertook to issue to us a total of 486,053 shares of its $0.001 par
value per share common stock upon fulfillment of the following
conditions: (a) we shall have a net worth of not less than $2,500,000,
(ii) SH Celera shall have: (a) registered its shares of common stock
under Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "34 Act"); (b) taken such steps as required to qualify
its shares of common stock as "Covered Securities" as defined in
Section 18 of the Securities Act of 1933, as amended (the "33 Act")
and (c) registered its shares of common stock issuable to us in the
Reorganization Transaction for distribution to our stockholders,
determined at the time of the Closing of the Reorganization
Transaction, pursuant to the 33 Act. Further discussion regarding SH
Celera's commitment to issue its shares to us for further distribution
to our stockholders is set forth in paragraph Management Discussion and
Analysis of Financial Condition and Results of Operations-Distribution
Policy herein below and a copy of the Mutual Undertaking Agreement has
been filed as Exhibit 10.2 to this Form 8-K. See Item 9.01 Exhibit
10.2;
(4) entered into Assignment, Assumption and Confirmation Agreements
pursuant to which it assigned to us all of its rights under the
Assigned Retainer Agreements and we assumed the obligation to perform
the services required thereunder for the consideration payable
thereunder. Further discussion regarding the Assignment, Assumption and
Confirmation Agreements and the Assigned Retainer Agreements is set
forth in the paragraphs "Management Discussion and Analysis of
Financial Condition and Results of Operations-Contractual Obligations"
and herein below and a copy of the Assignment, Assumption and
Confirmation Agreements has been filed as Exhibits 10.4(a) and 10.4(b)
to this Form 8-K, See Item 9.01 Exhibits 10.4(a) and 10.4(b); and
(5) entered into a Facilities Administration and Operating Services
Agreement ("FA&OS Agreement") thereby agreeing to provide us with the
facilities, administration and operating services necessary for us to
conduct a fee based business consulting practice under our trade name
"G/O Business Solutions, Inc." Further discussion regarding the
Facilities Administration and Operating Services Agreement is set forth
in the paragraph "Organization and Business-Facilities Administration
and Operating Services Agreement" herein below and a copy of the
Facilities Administration and Operating Services Agreement has been
filed as Exhibit 10.1 to this Form 8-K. See Item 9.01 Exhibit 10.1.
As of the closing of the Reorganization Transaction, and including our
currently outstanding shares on a post split basis, there are 21,625,930
post-Reorganization Transaction, outstanding shares of our common stock,
$0.01 par value per share.
The foregoing description of the various documents executed in connection
with the Reorganization Transaction and the transactions contemplated thereby
do not purport to be complete and are qualified in their entirety by
reference to the various documents filed herewith as Exhibits. See Item 9.01
Exhibits 10.1, 10.2, 10.3, 10.4(a), 10.4(b), and 10.5.
A copy of the Reorganization Plan and Agreement, including all material
exhibits and related instruments as described above, is filed as Exhibit 2.1
to this Form 8-K; the foregoing summary is modified in its entirety by such
Reorganization Plan and Agreement and each of the referenced exhibits and
related instruments. See Item 9.01, Exhibit 2.1.
Item 2.01 Completion of Acquisition or Disposition of Assets
(a) See Item 1.01 above.
(b) we completed the disposition of assets in the Reorganization
Transaction through the transfer to SH Celera of the 356,999
ordinary shares of Waterbury Resources, Ltd., which constituted
substantially all of our assets at the time of transfer.
(c) we have completed the acquisition of assets in the Reorganization
Transaction through SH Celera's:
(i) contribution of a total of $50,000 in capital for our use
as working capital;
(ii) assignment of its rights under the Assigned Retainer
Agreements including the right to receive payments
thereunder. Copies of the Assignment, Assumption and
Confirmation Agreements have been filed as Exhibits 10.4(a)
and 10.4(b) to this Form 8-K. See Item 9.01 Exhibits
10.4(a) and 10.4(b);
(iii) undertaking in the Mutual Undertaking Agreement, executed
in connection with the Reorganization Transaction, to issue
to us a total of 486,053 shares of its $0.001 par value per
share common stock upon fulfillment of the following
conditions: (a) we shall have a net worth of not less than
$2,500,000, (ii) SH Celera shall have: (a) registered in
shares of common stock under Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "34
Act"); (b) taken such steps as required to qualify its
shares of common stock as "Covered Securities" as defined
in Section 18 of the Securities Act of 1933, as amended
(the "33 Act") and (c) registered its shares of common
stock for distribution to our stockholders, determined at
the time of the Closing of the Reorganization Transaction,
pursuant to the 33 Act. Further discussion regarding SH
Celera's commitment to issue its shares to us for further
distribution to our stockholders is set forth in the
paragraph "Management Discussion and Analysis of Financial
Condition and Results of Operations-Distribution Policy"
herein below and a copy of the Mutual Undertaking Agreement
has been filed as Exhibit 10.2 to this Form 8-K. See Item
9.01 Exhibit 10.2;
(d) All of the above listed transactions are significant given the
limited resources we possessed at the time of the Reorganization
Transaction.