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


                                FORM 10-QSB/A-2


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

     For the quarterly period ended September 30, 2002

[ ]  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:

                           September 30, 2002

                    Common Voting Stock - 8,260,372 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, 2002 and December 31, 2001
<PAGE>
<TABLE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
                   Consolidated Balance Sheets
<CAPTION>
                                              September 30,    December 31,
                                                   2002           2001
                                                 (Unaudited)
<S>                                               <C>           <C>
CURRENT ASSETS

 Cash                                              $     5,122   $     1,719
 Accounts receivable                                         -        12,300
                                                   -----------   -----------
  Total Current Assets                                   5,122        14,019
                                                   -----------   -----------
  TOTAL ASSETS                                     $     5,122   $    14,019
                                                   ===========   ===========
          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                                  $    31,025   $    16,997
 Accrued interest                                      128,611       104,168
 Advances from stockholders                             14,385        14,385
 Notes payable                                         408,500       408,500
                                                   -----------   -----------
  Total Current Liabilities                            582,521       544,050
                                                   -----------   -----------
STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock, $0.01 par value, 20,000,000 shares
  authorized; 8,260,372 and 8,185,372 shares issued
  and outstanding, respectively                         82,604        81,854
 Additional paid-in capital                          2,601,774     2,595,024
 Accumulated deficit prior to the development stage (2,330,609)   (2,330,609)
 Deficit accumulated during the development stage     (931,168)     (876,300)
                                                   -----------   -----------
  Total Stockholders' Equity (Deficit)                (577,399)     (530,031)
                                                   -----------   -----------
  TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)                                $     5,122   $    14,019
                                                   ===========   ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                2
<PAGE>
<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 Through
                               September 30,    September 30,    September 30,
                           2002          2001    2002       2001      2002
<S>                      <C>        <C>         <C>      <C>      <C>
REVENUES

  Sales                   $     -    $      -    $     -  $     -  $  305,765
  Cost of Sales                 -           -          -        -     293,956
                          ---------  ----------  --------- -------- ----------
  Gross Profit                  -           -          -        -      11,809
                          ---------  ----------  --------- -------- ----------
EXPENSES

  General and
  administrative             34,175      58,350      8,377    8,941   612,594
                          ---------  ----------  --------- -------- ---------
    Total Expenses           34,175      58,350      8,377    8,941   612,594
                          ---------  ----------  --------- -------- ---------
NET LOSS FROM OPERATIONS    (34,175)    (58,350)    (8,377)  (8,941) (600,785)

OTHER INCOME (EXPENSE)

  Horse winnings              3,750         -          -        -       7,200
  Write-down of goodwill        -           -          -        -    (306,761)
  Interest income               -           -          -        -          58
  Interest expense          (24,443)    (24,443)    (8,237)  (8,237) (101,823)
                          ---------  ----------  --------- -------- ---------
     Total Other Income
     (Expense)              (20,693)    (24,443)    (8,237)  (8,237) (401,326)

NET LOSS BEFORE MINORITY
INTEREST                    (54,868)    (82,793)   (16,614)(17,178)(1,002,111)

MINORITY INTEREST               -           -          -       -       70,943
                          ---------  ----------  --------- -------- ---------
NET LOSS                  $ (54,868) $  (82,793) $ (16,614)$(17,178)$(931,168)
                          =========  ==========  ========= ======== =========
BASIC LOSS PER SHARE      $   (0.01) $    (0.01) $   (0.00) $ (0.00)
                          =========  ==========  ========= ========
BASIC WEIGHTED AVERAGE
 SHARES                   8,213,119   6,725,372  8,232,625 6,725,372
                          =========   =========  ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                3
<PAGE>
<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  $2,321,441 $(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 consolidated financial
statements.
                                4
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
    Consolidated Statements of Stockholders' Equity (Deficit)

                                                       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 $0.01 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  2,339,226   (2,430,601)

The accompanying notes are an integral part of these consolidated financial
statements.
                                5
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
    Consolidated Statements of Stockholders' Equity (Deficit)

                                                       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)

The accompanying notes are an integral part of these consolidated financial
statements.
                                6
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
    Consolidated Statements of Stockholders' Equity (Deficit)

                                                       Additional
                                     Common Stock       Paid-in  Accumulated
                                  Shares       Amount   Capital     Deficit
Balance forward                  6,725,372 $ 67,254  $2,588,624 $(3,035,779)

Issuance of shares for services
 on October 29, 2001 at $0.35       60,000      600      20,400           -

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 (unaudited)                   75,000      750       6,750            -

Net loss for the nine months
 ended September 30, 2002
 (unaudited)                             -        -           -      (54,868)

Balance, September 30, 2002
 (unaudited)                     8,260,372 $ 82,604  $2,601,774  $(3,261,777)
                                 ========= ========  ==========  ===========

Deficit accumulated prior to the development stage               $(2,330,609)
Deficit accumulated during the development stage                    (931,168)
                                                                 -----------
Total accumulated deficit                                        $(3,261,777)
                                                                 ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                7
<PAGE>
<TABLE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
              Consolidated Statements of Cash Flows
                           (Unaudited)
<CAPTION>
                                                                From
                                                             Inception on
                                                              January 1,
                                 For the Nine Months Ended      1991 to
                                      September 30,          September 30,
                                       2002        2001          2002
<S>                                <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                           $  (54,868)   $ (82,793)     $ (931,168)
Reconciliation of net loss to cash
provided (used) in operating
activities:
  Common stock issued in lieu of
  services rendered and offset of
  advances                                -            -           113,300
  Amortization expense                    -            -             1,280
  Minority interest                       -            -           (53,173)
Change in operating assets and
liabilities:
  (Increase) decrease in prepaid
   expenses                               -            -             1,920
  Increase (decrease) in accounts
   receivable                          12,300     (1,000)             (755)
  Increase (decrease) in accounts
   payable                             14,028     (9,896)           48,927
  (Increase) decrease in accrued
   expenses                            24,443     31,469           139,491
  Increase (decrease) in advances from
   stockholders                           -            -            14,385
                                    ---------   --------       -----------
        Net Cash Provided (Used) by
        Operating Activities           (4,097)   (62,220)         (665,793)

CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of investments                  -            -           (69,400)
 (Increase) decrease of horses            -            -           (70,700)
                                   --------     --------       -----------
        Net Cash Provided (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             7,500            -           165,000
                                  ---------     --------       -----------
       Net Cash Provided (Used)
       from Financing  Activities $   7,500     $      -       $   811,015
                                  =========     ========       ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                8
<PAGE>
<TABLE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
        Consolidated Statements of Cash Flows (Continued)
                           (Unaudited)
<CAPTION>
                                                                From
                                                             Inception on
                                                              January 1,
                                 For the Nine Months Ended      1991 to
                                     September 30,           September 30,
                                       2002        2001          2002
<S>                                <C>          <C>          <C>
NET CHANGE IN CASH                  $    3,403  $ (62,220)   $   5,122

CASH AT BEGINNING OF PERIOD              1,719     73,261            -
                                    ----------  ---------    ---------
CASH AT END OF PERIOD               $    5,122  $  11,041    $   5,122
                                    ==========  =========    =========
CASH PAID FOR:

Interest                            $      -     $ 19,549     $   1,333
Income taxes                        $      -     $     -      $     -

NON-CASH ITEMS

Common stock issued in lieu of
services rendered and offset of
advances                            $      -     $     -      $ 113,300
Common stock returned and canceled  $      -     $     -      $     195
Capital recognized from Subsidiary  $      -     $     -      $  87,798
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                9
<PAGE>

                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
             September 30, 2002 and December 31, 2001


NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

       The accompanying unaudited condensed consolidated 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 generally accepted accounting
       principles have been condensed or omitted in accordance with such
       rules and regulations.  The information furnished in the interim
       condensed consolidated 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 consolidated
       financial statements be read in conjunction with the Company's most
       recent audited financial statements and notes thereto included in its
       December 31, 2001 Annual Report on Form 10-KSB.  Operating results
       for the nine months ended September 30, 2002 are not necessarily
       indicative of the results that may be expected for the year ending
       December 31, 2002.

NOTE 2 - GOING CONCERN

       The Company has experienced losses totaling $931,168 from inception
       of its development stage.  The Company also has limited assets and
       operating capital with a stockholders' deficit of $577,399 at September
       30, 2002.  In light of these circumstances, the ability of the
       Company to continue as a going concern is substantially in doubt. The
       consolidated financial statements do not include any adjustments that
       might result from the outcome of this uncertainty.

       Management plans are to seek another entity that wants to consummate
       an acquisition by allowing the purchasing entity to buy or exchange
       unissued 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.

                                10
<PAGE>

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

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

          As of September 30, 2002, the Company owned 50.49% of Waterbury
Resources, Inc. ("Waterbury"), a company engaged in the purchase, training and
selling of thoroughbred horses in the United States and Europe.  All of the
revenues received by the Company were generated by Waterbury.  The Company is
presently attempting to determine other industries or areas where the Company
should concentrate its business efforts, and at that determination, will
formulate its business plan and commence operations.

          On February 20, 2002, the Registrant entered into a Memorandum of
Understanding with PDH International, Inc., a Georgia corporation ("PDH"), and
the holders of approximately 70% of the issued and outstanding shares of PDH
(the "PDH Majority Shareholders"), pursuant to which the Registrant agreed to
acquire the shares of the PDH Majority Shareholders in exchange for shares of
the Registrant.  On April 18, 2002, a Termination of Memorandum of
Understanding was signed by the parties terminating the Memorandum of
Understanding.  An 8-K Current Report, as amended, was filed with the
Securities and Exchange Commission on March 6, 2002 and May 2, 2002,
respectively, regarding this Agreement and termination.

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

The Three Months Ended September 30, 2002 As Compared to September 30, 2001
---------------------------------------------------------------------------

         During the quarterly period ended September 30, 2002, the Company had
$0 in revenues.

          Taking into account general and administrative expenses of $8,377
and interest expense of $8,237, the Company had a net loss of ($16,614) during
this period, as compared to a net loss of ($17,178) during the quarterly
period ended September 30, 2001.

The Nine Months Ended September 30, 2002 As Compared to September 30, 2001
--------------------------------------------------------------------------

         During the nine months ended September 30, 2002, the Company had $0
in revenues.

          Taking into account general and administrative expenses of $34,175
interest expense of $24,443 and horse winnings of $3,750, the Company had a
net loss of ($54,868) during this period, as compared to a net loss of
($82,793) during the nine months ended September 30, 2001.

Liquidity.
----------

         The Company had $5,122 in cash for the period ended September 30,
2002.  Liquidity has primarily been provided by sales of "restricted
securities."

Item 3.  Controls and Procedures.
         ------------------------

         Within the 90-day period prior to the filing of this quarterly
report, an evaluation was performed under the supervision and with the
participation of G/O's management, including the President and Treasurer, of
the effectiveness of the design and operation of G/O's disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14.  Based on that evaluation,
the President and Treasurer concluded that the design and operation of these
disclosure controls and procedures were effective.  There have been no
significant changes in G/O's internal controls or in other factors that could
significantly affect these controls subsequent to the date of their
evaluation.

                        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: 11/12/02                       By/s/Jack Burns
      --------------                 -------------------
                                     Jack Burns, Director
                                     President and Treasurer
<PAGE>

                   CERTIFICATION PURSUANT TO
         SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I, Jack Burns, President and Treasurer of G/O International, Inc.,
certify that:

     1.   I have reviewed this Quarterly Report on Form 10-QSB of G/O
International, Inc.;

     2.   Based on my knowledge, this Quarterly Report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this Quarterly Report;

     3.   Based on my knowledge, the financial statements, and other
financial information included in this Quarterly Report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
Quarterly Report;

     4.   I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the Registrant and I have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the Registrant, including its
          consolidated subsidiaries, is made known to me by others within
          those entities, particularly during the period in which this
          Quarterly Report is being prepared;

     b)   evaluated the effectiveness of the Registrant's disclosure
          controls and procedures as of a date within 90 days prior to the
          filing date of this Quarterly Report (the "Evaluation Date"); and

     c)   presented in this Quarterly Report my conclusions about the
          effectiveness of the disclosure controls and procedures based on
          My evaluation as of the Evaluation Date;

     5.   I have disclosed, based on my most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's board of
directors (or persons performing the equivalent function);

     a)   all significant deficiencies in the design or operation of
          internal controls which could adversely affect the Registrant's
          ability to record, process, summarize and report financial data
          and have identified for the Registrant's auditors any material
          weaknesses in internal controls; and

     b)   any fraud, whether or not material, that involves management or
          other employees who have a significant role in the Registrant's
          internal controls; and

     6.   I have indicated in this Quarterly Report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Dated:  November 12, 2002            Signature: /s/Jack Burns
                                     Jack Burns
                                     President/Treasurer

<PAGE>