<PAGE>
<PAGE>         U. S. Securities and Exchange Commission
                         Washington, D. C.  20549


                                FORM 10-QSB


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended September 30, 1998

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 

     For the transition period from _________________ to __________________

                                     
                       Commission File No. 0-24688


                          G/O INTERNATIONAL, INC.    
                          -----------------------
              (Name of Small Business Issuer in its Charter)


           COLORADO                                      76-0025986     
           --------                                      ---------- 
  (State or Other Jurisdiction of                (I.R.S. Employer I.D. No.)
    incorporation or organization)


                                11849 Wink
                           Houston, Texas  77024 
                           ---------------------   
                 (Address of Principal Executive Offices)

                Issuer's Telephone Number:  (713) 783-1204


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

(1)  Yes  X    No                  (2)  Yes   X     No      
         ---      ---                        ---      ---

             APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                PROCEEDINGS DURING THE PRECEDING FIVE YEARS

                          N/A                                     

                   APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:

                              June 30, 1998

                    Common Voting Stock - 6,155,372 shares


                      PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.
          ---------------------

          The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management and commence below,
together with related Notes.  In the opinion of management, the Financial
Statements fairly present the financial condition of the Registrant.

<PAGE>
                         G/O INTERNATIONAL, INC.
                      (A Development Stage Company)
                                    
                    CONSOLIDATED FINANCIAL STATEMENTS
                                    
                September 30, 1998 and December 31, 1997
<PAGE>
<TABLE>
                         G/O INTERNATIONAL, INC.
                      (A Development Stage Company)
                       Consolidated Balance Sheet
<CAPTION>
                                 ASSETS

                                         September 30, December 31,
                                         1998              1997       
                                         (Unaudited)  
<S>                                      <C>          <C>
CURRENT ASSETS

 Cash                                    $   32,184  $    9,848
 Accounts receivable                          1,928      -     

  Total Current Assets                       34,112       9,848

OTHER ASSETS

 Organization costs                          -            1,920
 Horses                                     104,700      70,700

  Total Other Assets                        104,700      72,620
 
  TOTAL ASSETS                           $  138,812  $   82,468

             LIABILITIES AND STOCKHOLDERS  EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                        $   10,558  $       58
 Accrued interest                            -              165
 Advances from stockholders                 146,885      39,385

  Total Current Liabilities                 157,443      39,608

MINORITY INTEREST                            42,906      72,879

STOCKHOLDERS  EQUITY (DEFICIT)

 Common stock, $0.01 par value, 20,000,000 
  shares authorized: 6,155,372 and 
  6,135,372 shares issued and outstanding, 
  respectively                               61,554      61,354
 Additional paid-in capital               2,349,028   2,339,228
 Accumulated deficit prior to the 
  development stage                      (2,330,609) (2,330,609)
 Deficit accumulated during the 
  development stage                        (141,510)    (99,992)

  Total Stockholders  Equity (Deficit)      (61,537)    (30,019)

  TOTAL LIABILITIES AND STOCKHOLDERS  
   EQUITY (DEFICIT)                      $  138,812  $   82,468
 </TABLE>
<TABLE>
                         G/O INTERNATIONAL, INC.
                      (A Development Stage Company)
                  Consolidated Statements of Operations
                               (Unaudited)
<CAPTION>             
                                                                From      
                                                             Inception on
                            For the             For the       January 1,      
                       Nine Months Ended Three Months Ended    1991 to        
                         September 30,        September 30,  September 30, 
                      1998        1997      1998     1997       1998          
<S>                 <C>        <C>         <C>       <C>      <C>
REVENUES

 Sales              $ 77,850   $ 136,500    $   -     $  -     $  192,775

 Cost of Sales        27,100      95,260        -        -        106,110

 Gross Profit (Loss)  50,750      41,240        -        -         86,665     

EXPENSES

 General and 
 administrative      114,402      74,646    44,814    8,227       277,536

  Total Expenses     114,402      74,646    44,814    8,227       277,536

NET LOSS FROM 
 OPERATIONS          (63,652)    (33,406)  (44,814)  (8,227)     (190,871)

OTHER INCOME (EXPENSE)      

 Interest income         -           -         -        -              58  
 Interest expense     (8,004)     (1,739)   (2,367)    (406)       (9,896)

  Total Other Income
   (Expense)          (8,004)     (1,739)   (2,367)    (406)       (9,838)

MINORITY INTEREST     30,138      11,262    21,430    3,369        59,199

NET LOSS            $(41,518)  $ (23,883) $(25,751)  (5,264)   $ (141,510)

LOSS PER SHARE      $  (0.00)  $   (0.00) $  (0.00) $ (0.00)      

</TABLE>
<TABLE>
                           G/O INTERNATIONAL, INC.
                        (A Development Stage Company)
          Consolidated Statements of Stockholders' Equity (Deficit)
<CAPTION>
                                                       Additional   
                                     Common Stock       Paid-in   Accumulated  
                                  Shares       Amount   Capital     Deficit    
<S>                               <C>          <C>     <C>        <C>       

Balance, January 1, 1991
(inception of development stage)   323,866    $3,239  $2,321,443 $(2,330,609)

Net loss for the year ended 
 December 31, 1991                     -         -           -           (72)

Balance, December 31, 1991         323,866     3,239   2,321,443  (2,330,681)

Net loss for the year ended 
 December 31, 1992                     -         -           -        (1,466)

Balance, December 31, 1992         323,866     3,239   2,321,443  (2,332,147)

Net loss for the year ended
 December 31, 1993                     -         -           -        (1,678)

Balance, December 31, 1993         323,866     3,239   2,321,443  (2,333,825)

Shares issued to directors in
 lieu of services rendered and
 offset of advances, 1,500,000
 shares at $0.01 per share on
 May 6, 1994                     1,500,000    15,000         -           -     
              
Issuance of shares for legal 
 services at $0.01 per share on
 July 26, 1994                     150,000     1,500         -           -     

Net loss for the year ended 
 December 31, 1994                     -         -           -       (24,350)

Balance, December 31, 1994       1,973,866    19,739   2,321,443  (2,358,175)

Shares returned back to the 
 Company and canceled in 
 February 1995                     (18,494)     (185)        185         -     

Issuance of shares for cash,
 October 23, 1996 at $0.01 
 per share                       2,000,000    20,000         -           -     

Shares issued to directors 
 in lieu of services rendered, 
 November 1995 at $0.01 per share   30,000       300         -           -     

Net loss for the year ended 
 December 31, 1995                     -         -           -        (4,095)

Balance, December 31, 1995       3,985,372    39,854   2,321,628  (2,362,270)

Issuance of 2,000,000 shares
 for cash, March 12, 1996 
 at $0.01                        2,000,000    20,000        -            -     
              

Issuance of 50,000 shares for
 services on October 31, 1996
 at $0.01 per share                 50,000       500        -            -     

Liquidating dividend                   -         -       (6,400)         -     

Net loss for the year ended 
 December 31, 1996                     -         -          -        (25,510)

Balance, December 31, 1996       6,035,372    60,354  2,315,228   (2,387,780)

Issuance of 40,000 shares for
 cash on October 2, 1997
 at $0.25 per share                 40,000       400      9,600          -     

Issuance of 60,000 shares for
 services on October 29, 1997
 at $0.01 per share                 60,000       600     14,400          -     

Net loss for the year ended 
 December 31, 1997                     -         -          -        (42,821)

Balance, December 31, 1997       6,135,372    61,354  2,339,228   (2,430,601)

Issuance of 20,000 shares for cash
 on September 14, 1998 at $0.50
 per share 
(unaudited)                         20,000       200      9,800         -     

Net loss for the nine 
 months ended
 September 30, 1998 
 (unaudited)                           -         -          -       (41,518)

Balance, September 30, 1998 
 (unaudited)                     6,155,372  $ 61,554 $2,349,028 $(2,472,119)
</TABLE>
<TABLE>
                          G/O INTERNATIONAL, INC.
                        (A Development Stage Company)
                    Consolidated Statements of Cash Flows
                                 (Unaudited)

<CAPTION>
                                                                From      
                                                             Inception on
                            For the             For the       January 1,      
                       Nine Months Ended Three Months Ended    1991 to        
                         September 30,        September 30,  September 30, 
                      1998        1997      1998     1997       1998          
<S>                 <C>        <C>         <C>       <C>      <C>
CASH FLOWS FROM
 OPERATING ACTIVITIES

 Net loss           $ (41,518) $(23,883) $(25,751) $ (5,264) (141,510)
 Reconciliation of 
 net loss to cash 
 provided (used) in
 operating activities:
  Common stock issued 
  in lieu of services 
  rendered and offset 
  of advances             -         -         -         -      32,300
   Amortization expense   -         -         -         -       1,280
   Minority interest  (29,973)  (11,264)  (20,470)   (3,371)  (59,032)
 Changes in operating 
 assets and liabilities:
   (Increase) decrease 
   in prepaid expenses  1,920       986       960       -       1,920
   (Increase) decrease 
   in organization costs       
   Increase (decrease) 
   in accounts 
   receivable          (1,928)      -      (1,928)   70,000    (1,928)
   Increase (decrease) 
   in accounts payable 10,500   (11,132)   (4,751)   (7,125)    4,629
   (Increase) decrease 
   in accrued expenses   (165)      -         -         -         -     
   Increase (decrease) 
   in advances from
    stockholders      107,500   (20,000)    2,500   (25,357)  146,885

    Net Cash Provided 
    (Used) by Operating 
    Activities         46,336   (65,293)  (49,440)   28,883   (15,456)

CASH FLOWS FROM
 INVESTING ACTIVITIES

 Sale of horses           -      79,010       -         -         -     
 Purchase of investments  -         -         -         -      (3,200)
 Purchase of horses   (34,000)  (20,000)      -     (20,000) (104,700)

   Net Cash Provided 
   (Used) by Investing 
   Activities        $(34,000)$  59,010  $    -   $ (20,000)$(107,900)

CASH FLOWS FROM
 FINANCING ACTIVITIES

 Payment of dividend  $   -    $    -    $    -   $     -   $  (6,400)
 Cash from minority
  shareholders            -         -         -         -     101,940
 Cash from sales of 
 stock                 10,000       -      10,000       -      60,000

   Net Cash Provided 
   by Financing 
   Activities          10,000       -      10,000       -     155,540

NET CHANGE IN CASH     22,336    (6,283)  (39,440)    8,883    32,184

CASH AT BEGINNING OF
 PERIOD                 9,848    34,091    71,624    18,925       -     

CASH AT END OF PERIOD $32,184  $ 27,808  $ 32,184  $ 27,808  $ 32,184

CASH PAID FOR:

 Interest             $   -    $  1,739  $    -    $   406   $  1,333
 Income taxes         $   -    $    -    $    -    $   -     $    -     

NON-CASH ITEMS

 Common stock issued 
  in lieu of services 
  rendered and offset 
  or advances         $   -    $    -    $    -    $   -     $ 32,300
 Common stock returned
  and canceled        $   -    $    -    $    -    $   -     $    185
</TABLE>
                          G/O INTERNATIONAL, INC.
                       (A Development Stage Company)
         Notes to the Unaudited Consolidated Financial Statements
                September 30, 1998 and December 31, 1997


NOTE 1 -    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

       The accompanying consolidated financial statements have been prepared
       by the Company without audit.  In the opinion of management, all
       adjustments (which include only normal recurring adjustments) necessary
       to present fairly the financial position, results of operations and
       cash flows at September 30, 1998 and for all periods presented have
       been made.

       Certain information and footnote disclosures normally included in
       consolidated financial statements prepared in accordance with general
       accepted accounting principles have been condensed or omitted.  It is
       suggested that these condensed consolidated financial statements be
       read in conjunction with the financial statements and notes thereto
       included in the Company s December 31, 1997 audited consolidated
       financial statements.  The results of operations for the periods ended
       September 30, 1998 and 1997 are not necessarily indicative of the
       operating results for the full year.  



Item 2.   Management's Discussion and Analysis or Plan of Operation.
          ----------------------------------------------------------

Plan of Operation.
------------------

          All material operations of the Company during the quarterly period
ended September 30, 1998, were those of its 50.7%-owned subsidiary,
Waterbury Resources, Inc., a Cayman Islands corporation ("Waterbury").  The
Company intends to continue to seek out the acquisition of assets, property or
business that may be beneficial to the Company and its stockholders.

Results of Operations.
----------------------

          The Company discontinued its operations on approximately December
15, 1989.  During the quarterly period ended September 30, 1998, Waterbury,
the Company's 50.7%-owned subsidiary, received revenues of $0.
  
          Taking into account general and administrative expenses of $44,814;
costs of sales of $0; and interest expense of $2,367, on a consolidated basis,
the Company had a net loss from operations of ($25,751) during this period, as
compared to a net loss from operations of ($5,264) during the quarterly period
ended September 30, 1997.
 
          For the nine months ended September 30, 1998, the Company had Sales
of $77,850, with costs of sales of $27,100, General and Administrative
expenses of $114,402; and interest expense of $8,004, on a consolidated basis,
the Company had net loss from operations of ($41,518) for the nine months
ended September 30, 1998, as compared to a net loss from operations of
($23,883) for the nine months ended September 30, 1997.
  
                       PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.
          ------------------

          None; not applicable.

Item 2.   Changes in Securities.
          ----------------------

          None; not applicable.

Item 3.   Defaults Upon Senior Securities.
          --------------------------------
 
          None; not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders.
          ----------------------------------------------------

          None; not applicable.

Item 5.   Other Information.  
          ------------------

          None; not applicable.

Item 6.   Exhibits and Reports on Form 8-K.
          ---------------------------------
                                                     
          (a)  Exhibits.                           
               
               None. 

          (b)  Reports on Form 8-K.

               None.

 
                               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 thereunto duly authorized.

                                   G/O INTERNATIONAL, INC.


Date: 10/28/98                       By /s/ J.L. Burns 
      --------------                 -------------------
                                     Jack Burns, Director
                                     President and Treasurer