U. S. Securities and Exchange Commission
                         Washington, D. C. 20549
                             FORM 10-QSB/A-1


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


              For the quarterly period ended March 31, 2006


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

     For the transition period from _________________ to __________________


                      Commission File No. 000-24688
                      -----------------------------

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

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

                             18205 Burkhardt
                          Tomball, Texas 77377
                          --------------------
                (Address of Principal Executive Offices)

               Issuer's Telephone Number: (281) 290-6655

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

(1) Yes X   (2) Yes X

Indicate by check mark whether the Issuer is a shell company (as defined
by Rule 12b-2 of the Exchange Act)  Yes X

             Applicable Only to Issuers Involved in Bankruptcy
                Proceedings During the Preceding Five Years

Not applicable.

Check whether the Issuer filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

Not applicable.

                  Applicable Only to Corporate Issuers

State the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date: March 31, 2006 - Common
voting stock, 8,650,372 shares outstanding.

Transitional Small Business Disclosure Format (Check One): No X

We are amending this Quarterly Report to change the March 31, 2006, additional
paid in capital number on the Statements of Stockholders' Equity (Deficit).
This is the only change made to the Form 10QSB.

                      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)
                      FINANCIAL STATEMENTS
              March 31, 2006 and December 31, 2005
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)

                         Balance Sheets
                                             March 31,      December 31,
                                                2006           2005
                                            (Unaudited)
CURRENT ASSETS

Cash                                      $        -          $        -
                                          ----------          ----------
          Total Current Assets                     -                   -
                                          ----------          ----------
          TOTAL ASSETS                    $        -          $        -
                                          ==========          ==========

             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
     Accounts payable                     $   58,400          $   82,389
     Accrued interest-accounts payable             -               7,042
     Notes payable                                 -             408,500
     Accrued interest-notes payable                -             234,978
     Advances from stockholders               34,010              31,348
     Accrued interest-advances from
     stockholders                              6,748               6,040
                                          ----------          ----------
          Total Current Liabilities           99,158             770,297
                                          ----------          ----------
STOCKHOLDERS' EQUITY (DEFICIT)

     Preferred stock, $0.01 par value,
     5,000,000 shares authorized; None
     issued and outstanding                        -                   -
     Common stock, $0.01 par value,
     50,000,000 shares authorized;
     8,650,372 shares issued and
     outstanding                              86,504              86,504
     Additional paid-in capital            2,639,874           2,639,874
     Accumulated deficit prior to
      the development stage               (2,330,609)         (2,330,609)
     Deficit accumulated during
      the development stage                 (494,927)         (1,166,066)
                                         -----------         -----------
      Total Stockholders' Equity
       (Deficit)                             (99,158)           (770,297)
                                         -----------         -----------
          TOTAL LIABILITIES AND
          STOCKHOLDERS' EQUITY
          (DEFICIT)                      $         -         $         -
                                         ===========         ===========

The accompanying notes are an integral part of these financial statements.
                              F-2
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)

                    Statements of Operations
                           (Unaudited)
                                                               From
                                                            Inception on
                                                             January 1,
                              For the Three Months Ended      1991 to
                                        March 31,             March 31,
                                 2006           2005           2006
REVENUES

   Sales and Winnings         $      -       $      -         $    312,965
   Cost of Sales                     -              -              293,956
                              --------       --------         ------------
     Gross Profit                    -              -               19,009
                              --------       --------         ------------
EXPENSES

   General and administrative   17,000          3,580              745,041
                              --------       --------         ------------
     Total Expenses             17,000          3,580              745,041
                              --------       --------         ------------
LOSS FROM OPERATIONS           (17,000)        (3,580)            (726,032)
                              --------       --------         ------------
OTHER INCOME (EXPENSE)

   Gain on disposition of a
     majority interest in
     a subsidiary              688,847              -              688,847
   Write-down of goodwill            -              -             (306,761)
   Interest income                   -              -                   58
   Interest expense               (708)        (9,057)            (221,982)
                              --------       --------         ------------
    Total Other Income
      (Expense)                688,139         (9,057)             160,162
                              --------        --------         ------------
INCOME (LOSS) BEFORE MINORITY
INTEREST                       671,139        (12,637)            (565,870)

MINORITY INTEREST                    -              -               70,943
                              --------       --------         ------------
NET INCOME (LOSS)             $671,139       $(12,637)        $   (494,927)
                              ========       ========         ============
BASIC INCOME (LOSS) PER SHARE $   0.08      $   (0.00)
                              ========       ========
BASIC WEIGHTED AVERAGE SHARES 8,650,372     8,545,372
                              =========     =========

The accompanying notes are an integral part of these financial statements.
                              F-3
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)

          Statements of Stockholders' Equity (Deficit)

                                                       Additional
                                     Common Stock       Paid-in  Accumulated
                                  Shares       Amount   Capital     Deficit
Balance, January 1, 1991
(inception of development stage)   323,866    $3,239  $2,321,441 $(2,330,609)

Net loss for the year ended
 December 31, 1991                     -         -           -           (72)
                                ----------   -------  ---------- -----------
Balance, December 31, 1991         323,866     3,239   2,321,441  (2,330,681)

Net loss for the year ended
 December 31, 1992                     -         -           -        (1,466)
                                ----------   -------  ---------- -----------
Balance, December 31, 1992         323,866     3,239   2,321,441  (2,332,147)

Net loss for the year ended
 December 31, 1993                     -         -           -        (1,678)
                                ----------   -------  ---------- -----------
Balance, December 31, 1993         323,866     3,239   2,321,441  (2,333,825)

Shares issued to directors in
 lieu of services rendered and
 offset of advances, 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   2,321,441  (2,358,175)

Shares returned back to the
 Company and canceled in
 February 1995                     (18,494)     (185)        185         -
                                ----------  --------  ---------- -----------
Balance forward                  1,955,372  $ 19,554  $2,321,626 $(2,358,175)
                                ----------  --------  ---------- -----------

The accompanying notes are an integral part of these financial statements.
                              F-4
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)

    Statements of Stockholders' Equity (Deficit) (Continued)

                                                       Additional
                                     Common Stock       Paid-in  Accumulated
                                  Shares       Amount   Capital     Deficit
Balance forward                  1,955,372  $ 19,554  $2,321,626 $(2,358,175)

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   2,321,626  (2,362,270)

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

Issuance of 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  2,315,226   (2,387,780)

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

Issuance of shares for
 services on October 29, 1997
 at $0.25 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 $2,339,226  $(2,430,601)
                                ----------  -------- ----------  -----------

The accompanying notes are an integral part of these financial statements.
                              F-5
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)

    Statements of Stockholders' Equity (Deficit) (Continued)

                                                       Additional
                                     Common Stock       Paid-in  Accumulated
                                  Shares       Amount   Capital     Deficit
Balance forward                  6,135,372  $ 61,354 $2,339,226 $(2,430,601)

Issuance of shares for cash
on August 17, 1998 at $0.50
per share                           20,000       200      9,800         -

Issuance of shares for
services on October 29,
1998 at $0.50 per share             60,000       600     29,400         -

Net loss for the year ended
 December 31, 1998                     -         -          -      (103,116)
                                ---------- --------- ---------- -----------
Balance, December 31, 1998       6,215,372    62,154  2,378,426  (2,533,717)

Issuance of shares for services
 on October 29, 1999 at $0.25
 per share                          60,000       600     14,400         -

Issuance of shares for cash on
 October 29, 1999 at $0.25
 per share                          40,000       400      9,600         -

Capital recognized from subsidiary     -         -       87,798         -

Net loss for the year ended
 December 31, 1999                     -         -          -       (26,929)
                                ----------  -------- ---------- -----------
Balance, December 31, 1999       6,315,372    63,154  2,490,224  (2,560,646)

Issuance of shares for cash on
July 31, 2000 at $0.25
per share                          350,000     3,500     84,000         -

Issuance of shares for services
on October 29, 2000 at $0.25
per share                           60,000       600     14,400         -

Net loss for the year
ended December 31, 2000                -         -           -     (475,133)
                                ----------  -------- ---------- -----------
Balance, December 31, 2000       6,725,372    67,254  2,588,624  (3,035,779)

Issuance of shares for services
on October 29, 2001 at $0.35 per
share                               60,000       600     20,400
                                 ---------  --------  ---------- -----------
Balance forward                  6,785,372  $ 67,854 $2,609,024  $(3,035,779)
                                 ---------  --------  ---------- -----------

The accompanying notes are an integral part of these financial statements.
                              F-6
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)

     Statements of Stockholders' Equity (Deficit)(Continued)


                                                       Additional
                                     Common Stock       Paid-in  Accumulated
                                  Shares       Amount   Capital     Deficit
Balance forward                  6,785,372 $  67,854 $2,609,024  $(3,035,779)

Issuance of shares from exercise
of warrants previously paid for
on December 4, 2001              1,400,000    14,000    (14,000)         -

Net loss for the year ended
December 31, 2001                      -         -          -       (171,130)
                                 ---------  -------- ----------  -----------
Balance, December 31, 2001       8,185,372    81,854  2,595,024   (3,206,909)

Issuance of shares for cash on
April 11, 2002 at $0.10 per
share                               75,000       750      6,750            -

Issuance of shares to directors
on October 19, 2002 at $0.10 per
share for services rendered         60,000       600      5,400            -

Issuance of shares for cash on
December 17, 2002 at $0.10 per
share                               30,000       300      2,700            -

Net loss for the year ended
December 31, 2002                        -         -          -      (76,307)
                                 ---------  -------- ----------  -----------
Balance, December 31, 2002       8,350,372    83,504  2,609,874   (3,283,216)

Common stock issued for cash at
$0.10 per share, April 10, 2003     60,000       600      5,400            -

Common stock issued to directors
for services at $0.10 per share,
October 15, 2003                    60,000       600      5,400            -

Common stock issued for cash
at $0.10 per share, November 5,
2003                                60,000       600      5,400            -

Net loss for the year ended
December 31, 2003                        -         -          -      (78,915)
                                 ---------  -------- ----------  -----------
Balance, December 31, 2003       8,530,372  $ 85,304 $2,626,074  $(3,362,131)
                                 ---------  -------- ----------  -----------

The accompanying notes are an integral part of these financial statements.
                              F-7
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
     Statements of Stockholders' Equity (Deficit)(Continued)

                                                       Additional
                                     Common Stock       Paid-in  Accumulated
                                  Shares       Amount   Capital     Deficit
Balance forward                  8,530,372  $ 85,304 $2,626,074  $(3,362,131)

Common stock issued to directors
for services at $0.10 per share,
October 2004                       60,000       600      5,400            -

Net loss for the year ended
December 31, 2004                        -         -          -      (62,317)
                                 ---------  -------- ----------  -----------
Balance, December 31, 2004       8,590,372    85,904  2,631,474   (3,424,448)

Common stock issued to directors
for services at $0.15 per share,
December 2005                       60,000       600      8,400            -

Net loss for the year ended
December 31, 2005                        -         -          -      (72,227)
                                 ---------  -------- ----------  -----------
Balance, December 31, 2005       8,650,372    86,504  2,639,874   (3,496,675)

Net income for the period ended
March 31, 2006 (unaudited)             -         -          -        671,139

                                 ---------  -------- ----------  -----------
Balance, March 31, 2006
(unaudited)                      8,650,372  $ 86,504 $2,639,874  $(2,825,536)
                                 =========  ======== ==========  ===========
Deficit accumulated prior to the development stage               $(2,330,609)
Deficit accumulated during the development stage                    (494,927)
                                                                 -----------
Total Accumulated Deficit                                        $(2,825,536)
                                                                 ===========


The accompanying notes are an integral part of these financial statements.
                              F-8
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)

                    Statements of Cash Flows
                           (Unaudited)
                                                                From
                                                            Inception on
                                                             January 1,
                                For the Three Months Ended    1991 to
                                          March 31,           March 31,
                                  2006           2005           2006
CASH FLOWS FROM OPERATING
ACTIVITIES

     Net income (loss)        $ 671,139     $ (12,637)  $   (494,927)
     Reconciliation of net
     income (loss) to cash used
     in operating activities:
       Gain on disposition of
         majority interest in
         subsidiary            (688,847)            -       (688,847)
       Common stock issued in
         lieu of services
         rendered and offset of
         advances                     -             -        140,300
       Amortization expense           -             -          1,280
       Minority interest              -             -        (53,173)
     Change in operating assets
     and liabilities:
       Decrease in prepaid expenses   -             -          1,920
       (Increase) decrease in
       accounts receivable            -             -           (754)
       Increase in accounts
       payable                    14,338       (8,572)        114,628
       Increase in accrued
       expenses                      708         9,057        276,611
       Increase in advances
       from stockholders           2,662        12,000         17,047
                               --------    ----------   ------------
         Net Cash Used by
         Operating Activities         -         (152)      (685,915)
                               --------    ----------   ------------

CASH FLOWS FROM INVESTING
ACTIVITIES
     Purchase of investments          -             -        (69,400)
     (Increase) decrease of
     horses                           -             -        (70,700)
                               --------    ----------   ------------
         Net Cash (Used) by
         Investing Activities         -             -       (140,100)
                               --------    ----------   ------------

CASH FLOWS FROM FINANCING
ACTIVITIES
     Disposition of cash from
     Waterbury                        -             -        (23,025)
     Proceeds from notes payable -
     related parties                  -             -        618,500
     Payments on notes payable -
     related parties                  -             -        (45,000)
     Payment of dividend              -             -         (6,400)
     Cash from minority shareholders  -             -        101,940
     Cash from sales of stock         -             -        180,000
                                -------    ----------   ------------
        Net Cash Provided By
        Financing Activities    $     -    $        -   $    826,015
                                -------    ----------   ------------

The accompanying notes are an integral part of these financial statements.
                               F-9
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)

                    Statements of Cash Flows
                     (Unaudited) (Continued)
                                                            From
                                                          Inception on
                                                            January 1,
                              For the Three Months Ended     1991 to
                                        March 31,           March 31,
                              2006           2005           2006
NET INCREASE (DECREASE)
 IN CASH                      $       -    $    (152)    $      359

CASH AT BEGINNING OF PERIOD           -           511              -
                              ---------     ---------     ----------
CASH AT END OF PERIOD         $       -     $     359     $        -
                              =========     =========     ==========
CASH PAID FOR:

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

NON-CASH ITEMS

     Common stock issued in
     lieu of services rendered
     and offset of advances   $       -     $       -     $  140,300
     Common stock returned and
     canceled                 $       -     $       -     $      195
     Capital recognized from
     Subsidiary               $       -     $       -     $   87,798

                             F-10
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
Notes to the Financial Statements March 31, 2006 and December 31, 2005

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited condensed financial statements have been prepared
by the Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted in accordance with such rules and regulations. The
information furnished in the interim condensed financial statements include
normal recurring adjustments and reflects all adjustments, which, in the
opinion of management, are necessary for a fair presentation of such financial
statements. Although management believes the disclosures and information
presented are adequate to make the information not misleading, it is suggested
that these interim condensed financial statements be read in conjunction with
the Company's most recent audited financial statements and notes thereto
included in its December 31, 2005 Annual Report on Form 10-KSB. Operating
results for the three months ended March 31, 2006 are not necessarily
indicative of the results that may be expected for the year ending December
31, 2006.

During all of fiscal year 2005 and as of December 31, 2005, the Company owned
50.49% of Waterbury Resources, Inc. ("Waterbury"), a company that engages in
the purchase, training and selling of thoroughbred horses in the United States
and Europe.   As a result, Waterbury was fully consolidated in the fiscal year
2005 financial statements, including December 31, 2005.  On March 10, 2006,
the Company transferred to Sand Hills General Partners, a Texas general
partnership, 357,000 shares of Waterbury as part of settlement of $643,598 in
debt owed by Waterbury to Q-Marq Securities, Ltd., a Cayman Islands company.
As of March 31, 2006, the Company owned 356,999 shares of Waterbury,
representing 12.5% of total Waterbury equity.  Consequently, Waterbury is not
consolidated in the March 31, 2006 financial statements.  The Company's
investment of Waterbury has no dollar value, as Waterbury has no revenues or
assets, and there is no public market for Waterbury's stock.   The Company
does not display the zero-value investment on the March 31, 2006 balance
sheet.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the Company
to continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the Company
is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, develop a reliable source of
revenues, and achieve a profitable level of operations the Company will need,
among other things, additional capital resources. Management plans to seek
another entity that wants to consummate an acquisition by allowing the
purchasing entity to buy or exchange un-issued shares of the Company's common
stock in order to become a part of a public company. Management believes its
plans will provide the Company with the ability to continue in existence. In
the interim management has committed to meeting its operating expenses.
However, management cannot provide any assurances that the Company will be
successful in accomplishing any of its plans. The ability of the Company to
continue as a going concern is dependent upon its ability to successfully
accomplish the plans described in the preceding paragraph and eventually
secure other sources of financing and attain profitable operations. The
accompanying financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.
                              11
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.

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

Management's plans to maintain the long-term financial viability of the
Company are to identify another entity in an attempt to consummate an
acquisition or merger agreement. Management believes its plans will provide
the Company with the wherewithal to continue in existence. In the interim,
management is committed to meeting its operating expenses.

The Company's management has, over the last year, reviewed a number of
investment opportunities presented to them, and entered into several non-
binding letters of intent to acquire existing companies. However, no
transactions were finalized. The Company's management continues to receive
proposals and screens them through professionals retained to provide analysis.
Upon receipt of a satisfactory proposal, which the Company is actively
seeking, that will provide the best potential for value to the Company's
shareholders, the Company will move forward with an acquisition transaction.

The Company had no cash for the period ended March 31, 2006. Liquidity has
primarily been provided by advances from stockholders.  During the next
twelve months, the Company's only foreseeable cash requirements will relate to
maintaining its good standing in the State of Colorado. The Company does not
have any cash reserves to pay for its administrative expenses for the next 12
months. In the event that additional funding is required in order to keep the
Company in good standing, the Company may attempt to raise such funding
through a private placement of its common stock to "accredited investors" or
"sophisticated investors."

At the present time, the Company's management has no finalized plans to offer
or sell any securities of the Company. However, at such time as the Company
may decide to engage in such activities, management may use any legal means of
conducting such offer or sale, including registration with the appropriate
federal and state regulatory agencies and any registration exemptions that may
be available to our Company under applicable federal and state laws, including
sales exempt under Regulation S.

Item 3. Controls and Procedures.

As of the end of the period covered by this Quarterly Report, we carried out
an evaluation, under the supervision and with the participation of our
President and Secretary/Treasurer, of the effectiveness of the design and
operation of our disclosure controls and procedures.  Based on this
evaluation, our President and Chief Financial Officer concluded that our
disclosure controls and procedures are effectively designed to ensure that
information required to be disclosed or filed by us is recorded, processed or
summarized, within the time periods specified in the rules and regulations of
the Securities and Exchange Commission.  It should be noted that the design of
any system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.  In addition, we reviewed our internal
controls, and there have been no significant changes in our internal controls
or in other factors that could significantly affect those controls subsequent
to the date of their last evaluation.

                  PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None; not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

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.

     31 302 Certification of Brian E. Rodriguez

     32 906 Certification

                           SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this Quarterly Report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                     G/O INTERNATIONAL, INC.

Date: 5/11/06                        By/s/Brian E. Rodriguez
      --------------                 -------------------
                                     Brian E. Rodriguez, Director
                                     President and Treasurer
<PAGE>