Item 5.01 Changes in Control of Registrant
(a) See Items 1.01, 2.01 and 3.02 above.
(b) Pursuant to the Reorganization Plan and Agreement and by virtue of the
percentage of our common stock acquired by SH Celera under the Reorganization
Plan and Agreement, the Reorganization Transaction is deemed to have involved
a "change of control" of our Company.
The source of the consideration used by SH Celera to acquire their interests
in our Company was:
(1) the assumption of up to $65,000 our outstanding debt as
outlined in Item 1.01(c)(1) above.
(2) the contribution of $50,000 in equity capital to be used as
working capital as outlined in Item 1.01(c)(2) above.
(3) the undertaking to issue to us for further distribution to
our stockholders, determined as of the date of closing of the
Reorganization Transaction, 486,053 share of SH Celera's $0.001
par value per share common stock, upon the fulfillment of certain
conditions, as outlined in Item 1.01(c)(3) above.
(4) the assignment of all of SH Celera's rights in the Assigned
Retainer Agreements, as outlined in Item 1.01(c)(4) above.
(5) the mutual execution and delivery of the 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," as outlined in Item 1.01(c)(5)
above.
In addition to the "control" acquired through the acquisition of our shares
of common stock by SH Celera, pursuant to the terms of the Reorganization
Plan and Agreement, Mr. George Jarkesy, the President and Chief Operating
Officer of SH Celera, was appointed as a member of our board of directors, 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. See
"Directors, Executive Officers, Promoters, Control Persons, Compliance with
Section 16(a) of the Exchange Act," herein below.
To the knowledge of our management and based upon a review of the stock
ledger maintained by our transfer agent and registrar, the following table
sets forth the beneficial ownership of persons who owned more than five
percent of our common stock prior to the closing of the Reorganization
Transaction, and the shareholdings of the then members of our management,
such computations being based upon the 8,650,372 pre-split shares of our
common stock that were then outstanding:
Michael Caswell
3637 W. Alabama Stockholder 220,000* 2.54%
Houston Texas 77027 Director
David M. Klausmeyer
10878 Westheimer, #178 Stockholder (3) 21,000 .24%
Houston, Texas 77042
Sand Hills General
Partners, LLC
18205 Burkhardt Stockholder (1)(2)(4) 6,400,000 75%
Tomball, Texas 77377
Sand Hills Partners
18205 Burkhardt
Tomball, Texas 77377 Stockholder 6,400,000 75%
John Ellis Stockholder,
41 E Broadway Director and Chairman
Irvington, New York Of SH Celera 6,400,000 75%
George Jarkesy Stockholder, Director, Chairman
18205 Burkhardt and Chief Executive Officer
Tomball, Texas 77377 6,400,000 75%
President and Chief
Operating Officer SH Celera
David Strawn Stockholder
2225 Barham Dr. Suite B Director and Chief
Escondido, California Executive Officer of
92029 SH Celera 6,400,000 75%
Brian Rodriguez Director, President
2202 Bluebonnet Dr.
Richardson, Texas 75082 Chief Financial Officer, 100,000 1.1%
Chief Valuation Officer
and Treasurer of SH Celera
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All officers and Directors 320,000 3.6%
*30,000 of these shares are held in the name of M.L. Caswell Investments,
which is a "doing business as" name of Mr. Caswell.
Changes in Control.
Mr. David Klausmeyer, in connection with the sale of his interest in Sand
Hills General Partners, received the promissory note of Sand Hills Partners,
LLC in the principal amount of $1,500,000 that is secured by a pledge of 100%
of Sand Hills Partners, L.L.C.'s interest in and to Sand Hills General
Partners, which owns a total of 6,400,000 pre-split shares or 75% of our
outstanding shares of common stock. Such Note is further secured by a
guaranty and pledge of such shares by Sand Hills General Partners. See our 8-
K Current Report dated February 28, 2006, which is incorporated herein by
this reference. See Part III, Item 13. In the event of a default in the
payment of this Promissory Note to Mr. Klausmeyer, a change in control of our
Company could occur. See Part III, Item 11.
To the knowledge of our Company's management, there are no additional present
arrangements or pledges of our Company's securities which may result in a
change in control of our Company.
To the knowledge of our management and based upon a review of the stock
ledger maintained by our transfer agent and registrar, the following table
sets forth the beneficial ownership of persons who owned more than five
percent of our common stock following the closing of the Reorganization
Transaction, and the share holdings of the new members of our management,
such computations being based upon the 21,625,930 post-split shares of our
common stock that are or will be outstanding following the closing of the
Reorganization Transaction:
Name and Address Position Amount and Percent of
of Beneficial Owner Nature of Class Owned
Beneficial
Owner
SH Celera Capital Corporation
14360 Sylvanfield Dr
Houston, Texas 77014 Stockholder (1)(2)(4) 17,300,744 80%
David M. Klausmeyer
10878 Westheimer, #178
Houston, Texas 77042 Stockholder (3) 10,500 .0005%
Sand Hills General
Partners, LLC
18205 Burkhardt
Tomball, Texas 77377 Stockholder (1)(2)(4) 20,500,744 94.2%
Sand Hills Partners
18205 Burkhardt
Tomball, Texas 77377 Stockholder(1)(2)(4) 20,500,744 94.2%
John Ellis Stockholder(1)(2)(4),
41 E Broadway Director and Chairman
Irvington, New York of SH Celera 20,500,744 94.2%
George Jarkesy Stockholder, Director
18205 Burkhardt Chairman and CEO(1)(2)(4)
Tomball, Texas 77377
President and COO
SH Celera 20,500,744 94.2%
David Strawn Stockholder(1)(2)(4)
2225 Barham Dr. Suite B
Escondido, California 92029 Director and CEO
of SH Celera 20,500,744 94.2%
Brian Rodriguez Director, President
2202 Bluebonnet Dr.
Richardson, Texas 75082 Chief Financial
Officer, Chief
Valuation Officer
and Treasurer of SH
Celera 100,000 .47%
All officers and Directors
(1)(2)(4) 20,500,744 94.2%
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(1) In addition to the 17,300,744 post-split share of our common stock to be
issued to SH Celera in the Reorganization Transaction, SH Celera has indirect
control over a total of 3,200,000 post-split shares of our common stock based
on the fact that Sand Hills Partners, LLC, a Delaware Limited Liability
("SHP"), that is owned equally by Messrs Ellis, Jarkesy and Strawn, controls
3,200,000 post-split shares of our common stock through its ownership of Sand
Hills General Partners, a Texas general partnership ("SHGP"), which owns a
total of 3,200,000 post-split share of our common stock.
(2) In addition to the 3,200,000 post-split shares of our common stock held
by SHGP, that are controlled by SHP through its ownership of SHGP, SHP owns
89% interest in SH Celera, which provides SHP and its members with the voting
control over 100% of the 17,300,744 post-split shares to be issued to SH
Celera in the Reorganization Transaction. Messrs. Ellis, Jarkesy and Strawn
are the members and equal owners of SHP. Additionally Mr. Ellis serves as SH
Celera's Chairman, Mr. Strawn serves as its Chief Executive Officer and Mr.
Jarkesy serves as its President and Chief Operating Officer. Accordingly a
total of 20,500,744 or 94.2% of the currently issued and outstanding shares
are controlled by SHP and its members, John Ellis, George Jarkesy and David
Strawn.
(3) David M. Klausmeyer is a former partner of Sand Hills General Partners
who has as security for a $1,500,000 Promissory Note of Sand Hill Partners
all of the 3,200,000 post-split shares of our company that is owned by Sand
Hills General Partners.
(4) SHGP, SH Celera and David Klausmeyer each have direct investment and
voting power with regard to the securities listed opposite its or his name.
However, as noted, SH Celera is controlled by Sand Hills Partners, LLC, which
also controls SHGP, which together, possess control over 20,500,744 shares of
our common stock
Changes in Control
Mr. David Klausmeyer, in connection with the sale of his interest in Sand
Hills General Partners, received the promissory note of Sand Hills Partners,
LLC in the principal amount of $1,500,000 (the "Promissory Note") that is
secured by a pledge of 100% of Sand Hills Partners, L.L.C.'s interest in and
to Sand Hills General Partners, which owns a total of 3,200,000 post-split
shares or 15% of our 21,625,930 post-split issued and outstanding shares of
common stock. Such Note is further secured by a guaranty and pledge of such
shares owned by Sand Hills General Partners. See our 8-K Current Report dated
February 28, 2006, which is incorporated herein by this reference. See Part
III, Item 13. In the event of a default in the payment of this Promissory
Note to Mr. Klausmeyer, a change in control of our Company could occur. See
Part III, Item 11.
To the knowledge of our Company's management, there are no additional present
arrangements or pledges of our Company's securities which may result in a
change in control of our Company.