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

                          FORM 10-KSB

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

     For the fiscal year ended December 31, 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
 incorporation or organization)                      Identification No.)

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

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

Securities Registered under Section 12(b) of the Exchange Act:   None
Name of Each Exchange on Which Registered:                       None
Securities Registered under Section 12(g) of the Exchange Act:   $0.01 par
value common voting stock

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Company 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
               ---      ---                  ---      ---

     Check if there is no disclosure of delinquent files in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.  [ ]

     State Issuer's revenues for its most recent fiscal year:   December 31,
2002- $3,750.

     State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date
within the past 60 days.

     March 26, 2003 - $15,600.22.  There are approximately 1,560,022 shares
of common voting stock of our Company held by non-affiliates.  During the
past two years, there has been no "established public market" for shares our
common voting stock, so we have arbitrarily valued these shares based on $0.01
par value per share.

                (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                       DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and report 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.   Yes    No
                                                      ---   ---

     Not applicable.

                  (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:

     March 21, 2003: 8,350,372 shares.


                   DOCUMENTS INCORPORATED BY REFERENCE

          A description of "Documents Incorporated by Reference" is
contained in Item 13, Part III.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---    ---
<PAGE>

                              PART I

Item 1.  Description of Business.
         ------------------------

Business Development.
---------------------

          On February 20, 2002, our Company 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 our Company agreed to
acquire the shares of the PDH Majority Shareholders in exchange for shares of
our Company.  For more information on this Memorandum of Understanding, see
the 8-K Current Report dated February 20, 2002, and filed March 6, 2002.  On
April 18, 2002, a Termination of Memorandum of Understanding was signed by the
parties terminating the Memorandum of Understanding.  For more information on
this Termination of Memorandum of Understanding, see the amended 8-KA Current
Report dated February 20, 2002, and filed May 2, 2002, and which are
incorporated herein by reference.  See Item 13, Part III.

          For a discussion of the business development of our Company for the
years ended December 31, 2001, 2000 and 1999, see the 10-KSB Annual Reports of
our Company for the years then ended, filed April 15, 2002, March 30, 2001,
and April 18, 2000, respectively, and incorporated herein by reference.  See
Item 13, Part III.

Business.
---------

          Our Company has had no business operations since approximately
December 15, 1989, except those of its majority-owned subsidiary, Waterbury
Resources, Inc., a corporation organized under the laws of the Cayman Islands,
BWI ("Waterbury").  Waterbury is engaged in the business of purchasing,
training and selling thoroughbred horses in the United States and Europe.
Horses are purchased and sold at public auction, some of which are in foal, at
various times of their lives.  The purchase price is largely dependent upon
age, training and pedigree.  All of these activities are conducted through
independent contractors acting of our Company's behalf, and our Company has no
employees.  Horses are usually purchased as yearlings, and sold at two years,
following training.

Principal Products or Services and their Markets.
-------------------------------------------------

          Waterbury, purchases, trains and sells thoroughbred horses.
Principal markets are the United States and Europe.

Competition.
------------

          Management believes that there are literally thousands of entities
engaged in the thoroughbred horse industry.  Many of these entities have
substantially greater assets and experience than Waterbury, and Waterbury's
competitive position is not expected to be significant.

Sources and Availability of Raw Materials.
------------------------------------------

          None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements
or Labor Contracts.
-------------------

          None; not applicable.

Governmental Approval of Principal Products or Services.
--------------------------------------------------------

          None; not applicable.

Effects of Existing or Probable Governmental Regulations.
---------------------------------------------------------

          Sarbanes-Oxley Act.
          -------------------

          On July 30, 2002, President Bush signed into law the Sarbanes-Oxley
Act of 2002 (the "Sarbanes-Oxley Act").  The Sarbanes-Oxley Act imposes a wide
variety of new regulatory requirements on publicly-held companies and their
insiders.  Many of these requirements will affect us.  For example:

          *     Our chief executive officer and chief financial officer must
now certify the accuracy of all of our periodic reports that contain financial
statements;

          *     Our periodic reports must disclose our conclusions about the
effectiveness of our disclosure controls and procedures; and

          *     We may not make any loan to any director or executive officer
and we may not materially modify any existing loans.

          The Sarbanes-Oxley Act has required us to review our current
procedures and policies to determine whether they comply with the
Sarbanes-Oxley Act and the new regulations promulgated thereunder.  We will
continue to monitor our compliance with all future regulations that are
adopted under the Sarbanes-Oxley Act and will take whatever actions are
necessary to ensure that we are in compliance.

          Penny Stock.
          ------------

          Our common stock is "penny stock" as defined in Rule 3a51-1 of the
Securities and Exchange Commission.  Penny stocks are stocks:

          *     with a price of less than five dollars per share;

          *     that are not traded on a "recognized" national exchange;

          *     whose prices are not quoted on the NASDAQ automated quotation
system; or

          *     in issuers with net tangible assets less than $2,000,000, if
the issuer has been in continuous operation for at least three years, or
$5,000,000, if in continuous operation for less than three years, or with
average revenues of less than $6,000,000 for the last three years.

          Section 15(g) of the Exchange Act and Rule 15g-2 of the Securities
and Exchange Commission require broker/dealers dealing in penny stocks to
provide potential investors with a document disclosing the risks of penny
stocks and to obtain a manually signed and dated written receipt of the
document before making any transaction in a penny stock for the investor's
account.  You are urged to obtain and read this disclosure carefully before
purchasing any of our shares.

          Rule 15g-9 of the Securities and Exchange Commission requires
broker/dealers in penny stocks to approve the account of any investor for
transactions in these stocks before selling any penny stock to that investor.

          This procedure requires the broker/dealer to:

          *     get information about the investor's financial situation,
investment experience and investment goals;

          *     reasonably determine, based on that information, that
transactions in penny stocks are suitable for the investor and that the
investor can evaluate the risks of penny stock transactions;

          *     provide the investor with a written statement setting forth
the basis on which the broker/dealer made his or her determination; and

          *     receive a signed and dated copy of the statement from the
investor, confirming that it accurately reflects the investors' financial
situation, investment experience and investment goals.

          Compliance with these requirements may make it harder for our
stockholders to resell their shares.

          Reporting Obligations.
          ----------------------

          Section 14(a) of the Exchange Act requires all companies with
securities registered pursuant to Section 12(g) of the Exchange Act to comply
with the rules and regulations of the Securities and Exchange Commission
regarding proxy solicitations, as outlined in Regulation 14A.  Matters
submitted to stockholders of our Company at a special or annual meeting
thereof or pursuant to a written consent will require our Company to provide
our stockholders with the information outlined in Schedules 14A or 14C of
Regulation 14; preliminary copies of this information must be submitted to the
Securities and Exchange Commission at least 10 days prior to the date that
definitive copies of this information are forwarded to our stockholders.

          We are also required to file annual reports on Form 10-KSB and
quarterly reports on Form 10-QSB with the Securities Exchange Commission on a
regular basis, and will be required to timely disclose certain material
events (e.g., changes in corporate control; acquisitions or dispositions of a
significant amount of assets other than in the ordinary course of business;
and bankruptcy) in a current report on Form 8-K.

          Small Business Issuer.
          ----------------------

          The integrated disclosure system for small business issuers adopted
by the Securities and Exchange Commission in Release No. 34-30968 and
effective as of August 13, 1992, substantially modified the information and
financial requirements of a "Small Business Issuer," defined to be an issuer
that has revenues of less than $25,000,000; is a U.S. or Canadian issuer; is
not an investment company; and if a majority-owned subsidiary, the parent is
also a small business issuer; provided, however, an entity is not a small
business issuer if it has a public float (the aggregate market value of the
issuer's outstanding securities held by non-affiliates) of $25,000,000 or
more.  We are deemed to be a "small business issuer."

          The Securities and Exchange Commission, state securities commissions
and the North American Securities Administrators Association, Inc. ("NASAA")
have expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets.

Cost and Effect of Compliance with Environmental Laws.
------------------------------------------------------

          None; not applicable.

Research and Development Expenses.
----------------------------------

          None; not applicable.

Number of Employees.
--------------------

          None; not applicable.

Item 2.  Description of Property.
         ------------------------

          Other than cash of approximately $3,484 at December 31, 2002, we
have no assets or property; our Company's principal executive office address
and telephone number are the business office address and telephone number of
its President, Jack L. Burns, and are provided at no cost because of their
nominal use.

Item 3.  Legal Proceedings.
         ------------------

          Our Company is not a party to any pending legal proceeding.  To
the knowledge of management, no federal, state or local governmental agency
is presently contemplating any proceeding against our Company.  No director,
executive officer or affiliate of our Company or owner of record or
beneficially of more than five percent of our Company's common stock is a
party adverse to our Company or has a material interest adverse to the
Company in any proceeding.

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

          During the fourth quarter of the calendar year ended December 31,
2002, no matter was submitted to a vote of our Company's security holders,
whether through the solicitation of proxies or otherwise.

                                  PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information.
-------------------

          There has been no "established trading market" for shares of our
Company's common stock during the past five years.  On or about September 1,
1995, we obtained a listing on the OTC Bulletin Board of the National
Association of Securities Dealers, Inc. ("the NASD") under the trading symbol
"GOII."  However, except as shown below, no bid or asked quotations have been
reflected since that time.  There can be no assurance that a public market for
our Company's securities will develop.

          The range of high and low bid quotations for our Company's
common stock during the each quarter of the calendar years ended December
31, 2001 and 2002, is shown below.  Prices are inter-dealer quotations as
reported by the NASD  and do not necessarily reflect transactions, retail
markups, mark downs or commissions.

<TABLE>
<CAPTION>
                             STOCK QUOTATIONS*

                                                  BID

Quarter ended:                          High                Low
--------------                          ----                ---
<S>                                     <C>                 <C>
March 31, 2001                          0.4375              0.40625

June 30, 2001                           0.51                0.32

September 30, 2001                      0.32                0.32

December 31, 2001                       0.32                0.32

March 31, 2002                          1.25                0.32

June 30, 2002                           2.00                0.52

September 30, 2002                      0.52                0.52

December 31, 2002                       0.52                0.52
</TABLE>

Recent Sales of Restricted Securities.
--------------------------------------

         The following table reflects the sales of our unregistered securities
during the past two years:

<TABLE>
<CAPTION>

     Common Stock
     ------------
                       Date              Number of           Aggregate
     Name            Acquired             Shares           Consideration
     ----            --------            ---------         -------------
<S>                   <C>                 <C>               <C>
Directors            10/29/01             60,000             Services valued
                                                             at $0.35

Exercise of warrants 12/04/01          1,400,000             $50,000

Shares for cash       4/11/02             75,000             $ 7,500

Directors            10/19/02             60,000             Services valued
                                                             at $0.10

Shares for cash      12/17/02             30,000             $ 3,000
</TABLE>

          All outstanding securities of our Company except those sold during
the year ended December 31, 2002, are available for sale under Rule 144 of the
Securities and Exchange Commission.  Future sales of any of these "restricted
securities" or any securities that may be issued in the future may have an
adverse effect on any public market that may develop in the common stock of
our Company.

          No assurance can be given that any public market will develop in
the common stock of our Company, or if any such public market does
develop, that it will continue or be sustained for any period of time.

Holders.
--------

          The number of record holders of our Company's common stock as of
March 8, 2002, was approximately 770.

Dividends.
----------

          Our Company has not declared any cash dividends with respect to
our common stock, and does not intend to declare dividends in the
foreseeable future.  The present intention of management is to utilize all
available funds for the development of our Company's business.  There are no
material restrictions limiting, or that are likely to limit, our Company's
ability to pay dividends on our common stock.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
         ----------------------------------------------------------

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

          Our Company's only material operations and revenues from
operations during the last calendar year were those of Waterbury, which is
now a 50.49%-owned subsidiary.

          During the year ended December 31, 2002, our Company and its
subsidiaries had total expenses of $46,227, while receiving $3,750 in
revenues for a loss from operations of $(42,477); our Company received $15,750
in revenues, offset by cost of sales of $52,500, and with total expenses of
$101,700 during the year ended December 31, 2001, for a loss of ($138,450).

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

          During the next twelve months, our Company's only foreseeable cash
requirements will relate to maintaining its good standing in the State of
Colorado.  Management anticipates that our Company's current cash reserves
of approximately $3,484 will be insufficient to pay for its administrative
expenses for the next 12 months.  In the event that additional funding is
required in order to keep our Company in good standing, it may attempt to
raise such funding through a private placement of its common stock to
"accredited investors" or "sophisticated investors."

          At the present time, management has no plans to offer or sell any
securities of our Company.  However, at such time as our 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.

          During the year ended December 31, 2002, our Company sold 105,000
shares of it common stock for $10,500.

Item 7.  Financial Statements.
         ---------------------

          Consolidated Financial Statements for the year ended
          December 31, 2002

          Independent Auditor's Report

          Consolidated Balance Sheet - December 31, 2002

          Consolidated Statements of Operations for the years
          ended December 31, 2002, and 2001, and from inception
          on January 1, 1991 to December 31, 2002

          Consolidated Statements of Stockholders' Equity (Deficit)
          for the period January 1, 1991 to December 31,
          2002

          Consolidated Statements of Cash Flows for the years
          ended December 31, 2002, and 2001, and from inception
          on January 1, 1991 to December 31, 2002

          Notes to Consolidated Financial Statements
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)

                CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 2002
<PAGE>
                             CONTENTS



Independent Auditors' Report . . . . . . . . . . . . . . . . .  3

Consolidated Balance Sheet . . . . . . . . . . . . . . . . . .  4

Consolidated Statements of Operations  . . . . . . . . . . . .  5

Consolidated Statements of Stockholders Equity (Deficit) . . .  6

Consolidated Statements of Cash Flows  . . . . . . . . . . . . 10

Notes to the Consolidated Financial Statements . . . . . . . . 12
<PAGE>





                   INDEPENDENT AUDITORS' REPORT

Directors and Stockholders
G/O International, Inc. and Subsidiary
(A Development Stage Company)
Houston, Texas

We have audited the accompanying consolidated balance sheet of G/O
International, Inc. and Subsidiary (a development stage company) as of
December 31, 2002 and the related consolidated statements of operations,
stockholders' equity (deficit) and cash flows for the years ended December 31,
2002 and 2001 and from inception of  the development stage (January 1, 1991)
to December 31, 2002.  These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatements.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of G/O International, Inc. and Subsidiary (a development stage company) at
December 31, 2002 and the consolidated results of their operations and their
cash flows for the years ended December 31, 2002 and 2001 and from inception
of development stage (January 1, 1991) to December 31, 2002 in conformity with
accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 9,
the Company is in the development stage and has limited assets, limited
working capital, and has sustained losses during its development stage and has
capital deficiencies, which together raise substantial doubt about its ability
to continue as a going concern.  Management's plans regarding those matters
are also discussed in Note 9.  The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.

/s/HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
March 17, 2003
<PAGE>
<TABLE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
                    Consolidated Balance Sheet
<CAPTION>
                            ASSETS
                                                            December 31,
                                                               2002
<S>                                                             <C>
CURRENT ASSETS

 Cash                                                        $      3,484
                                                             ------------
  Total Current Assets                                              3,484
                                                             ------------
  TOTAL ASSETS                                               $      3,484
                                                             ============

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                                            $     32,439
 Notes payable (Note 6)                                           408,500
 Accrued interest                                                 137,998
 Advances from stockholders (Note 4)                               14,385
                                                             ------------
  Total Current Liabilities                                       593,322
                                                             ------------
STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock, $0.01 par value, 20,000,000 shares authorized:
  8,350,372 shares issued and outstanding                          83,504
 Additional paid-in capital                                     2,609,874
 Accumulated deficit prior to the development stage            (2,330,609)
 Deficit accumulated during the development stage                (952,607)
                                                             ------------
  Total Stockholders' Equity (Deficit)                           (589,838)
                                                             ------------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       $      3,484
                                                             ============
</TABLE>
                                4
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
              Consolidated Statements of Operations
<CAPTION>
                                                                     >From
                                                                Inception on
                                                                 January 1,
                                  For the Years Ended             1991 to
                                      December 31,             December 31,
                                       2002         2001           2002
<S>                                <C>               <C>         <C>
REVENUES

 Sales                                   $   3,750 $    15,750  $  312,965
 Cost of Sales                                   -      52,500     293,956

                                         ---------  ----------   ---------
 Gross Profit (Deficit)                      3,750     (36,750)     19,009
                                         ---------  ----------   ---------
EXPENSES

 General and administrative                 46,227     101,700     624,643
                                         ---------  ----------   ---------
  Total Expenses                            46,227     101,700     624,643
                                         ---------  ----------   ---------
LOSS FROM OPERATIONS                       (42,477)   (138,450)   (605,634)
                                         ---------  ----------   ---------
OTHER INCOME (EXPENSE)

 Write-down of goodwill                        -         -        (306,761)
 Interest income                               -         -              58
 Interest expense                          (33,830)    (32,680)   (111,213)
                                         ---------  ----------   ---------
  Total Other Income (Expense)             (33,830)    (32,680)   (417,916)
                                         ---------  ----------   ---------
LOSS BEFORE MINORITY INTEREST              (76,307)   (171,130) (1,023,550)
                                         ---------  ----------   ---------
MINORITY INTEREST                           -            -          70,943
                                         ---------  ----------   ---------
NET LOSS                                 $ (76,307) $ (171,130) $ (952,607)
                                         =========  ==========   =========
BASIC LOSS PER SHARE                     $   (0.01) $    (0.03)
                                         =========  ==========
BASIC WEIGHTED AVERAGE SHARES            8,253,427   6,839,290
                                         =========  ==========
</TABLE>
                                5
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
               G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (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)
                                 ---------   -------  ---------- -----------
</TABLE>
                                6
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
    Consolidated Statements of Stockholders' Equity (Deficit)(Continued)
<CAPTION>
                                                       Additional
                                     Common Stock       Paid-in  Accumulated
                                  Shares       Amount   Capital     Deficit
<S>                               <C>          <C>     <C>        <C>
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)
                                 ---------   ------- ----------  -----------
</TABLE>
                                7
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
    Consolidated Statements of Stockholders' Equity (Deficit)(Continued)
<CAPTION>
                                                       Additional
                                     Common Stock       Paid-in  Accumulated
                                  Shares       Amount   Capital     Deficit
<S>                               <C>          <C>     <C>        <C>
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 $2,387,426 $(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)
                                 ---------  --------  ---------- -----------
</TABLE>
                                8
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
                G/O INTERNATIONAL, INC. AND SUBSIDARY
                  (A Development Stage Company)
    Consolidated Statements of Stockholders' Equity (Deficit)(Continued)
<CAPTION>
                                                       Additional
                                     Common Stock       Paid-in  Accumulated
                                  Shares       Amount   Capital     Deficit
<S>                               <C>          <C>     <C>        <C>
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 per
share                               60,000       600     20,400

Issuance of shares from exercise
of warrants previously paid for
on December 4, 2001 (Note 6)     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)
                                 =========  ======== ==========  ===========
Deficit accumulated prior to the development stage               $(2,330,609)
Deficit accumulated during the development stage                    (952,607)
                                                                 -----------
Total Accumulated Deficit                                        $(3,283,216)
                                                                 ===========
                              9
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<PAGE>
<TABLE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
              Consolidated Statements of Cash Flows
<CAPTION>
                                                             From Inception of
                                                              the Development
                                                                 Stage on
                                                                 January 1,
                                  For the Years Ended             1991 to
                                      December 31,             December 31,
                                       2002         2001           2002
<S>                                <C>               <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                          $  (76,307)   $  (171,130)  $(952,607)
   Reconciliation of net loss to cash
   used in operating activities:
     Common stock issued in lieu of
     services rendered and offset of
     advances                             6,000         21,000     119,300
     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                          12,301        (12,301)       (754)
     Increase in accounts payable        15,442          5,708      50,340
     Increase in accrued expenses        33,830         32,680     148,878
     Increase in advances from
      stockholders                            -              -      14,385
                                      ---------      ---------   ---------
        Net Cash Used by
        Operating Activities             (8,734)      (124,043)   (670,431)
                                      ---------      ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of investments                      -              -     (69,400)
 (Increase) decrease of horses                -         52,500     (70,700)
                                      ---------      ---------   ---------
        Net Cash Provided (Used) by
        Investing Activities                  -         52,500    (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                10,500              -     168,000

                                       --------      ---------   ---------
        Net Cash Provided by
        Financing Activities           $ 10,500      $       -   $ 814,015
                                       --------      ---------   ---------
</TABLE>
                                10
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
               G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
        Consolidated Statements of Cash Flows (Continued)
                                                             From Inception of
                                                              the Development
                                                                  Stage on
                                                                 January 1,
                                  For the Years Ended             1991 to
                                      December 31,             December 31,
                                       2002         2001           2002
<S>                                <C>               <C>         <C>
NET CHANGE IN CASH                 $       1,766   $   (71,543)$  3,484

CASH AT BEGINNING OF PERIOD                1,718        73,261        -
                                   -------------   ----------- --------
CASH AT END OF PERIOD              $       3,484   $     1,718 $  3,484
                                   =============   =========== ========
CASH PAID FOR:

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

NON-CASH ITEMS

Common stock issued in lieu of
services rendered and offset of
advances                           $       6,000  $    21,000  $119,300
Common stock returned and canceled $           -  $         -  $    195
Capital recognized from Subsidiary $           -  $    87,798  $ 87,798
</TABLE>
                                11
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
                G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2002 and 2001

NOTE 1 - ORGANIZATION

G/O International, Inc. (the Company) was initially incorporated under the
laws of the State of Colorado in June, 1973 as Rocky Mountain Ventures, Inc.
During 1978, the Company experienced financial difficulties, at which time new
officers and directors were elected, the Company changed its primary business
activity from hard rock mining to oil and gas exploration, development and
production, and offices were relocated from Denver, Colorado, to its present
location in Houston, Texas.

On February 4, 1986, the Company filed for protection under Chapter 11 of the
United States Bankruptcy Code.  The Company ceased operations in 1988 and did
not conduct any business activity other than the closing of its bankruptcy
filing and other organizational activities until it acquired Waterbury
Resources, Inc.

The Company is now considered to be in the development stage (effective
January 1, 1991 for accounting purposes) and has not commenced planned
principal operations.  For disclosure purposes, the accompanying Statements of
Stockholders' Equity (Deficit) has been reflected from the date of the
inception of the development stage. The Company has paid a partially
liquidating dividend.  The dividend was in the form of shares of two of its
former subsidiaries.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.  Basic Loss Per Share

The computations of basic loss per share of common stock are based on the
weighted average number of shares outstanding during the period of the
financial statements as follows:

                            Loss              Shares            Per Share
                         (Numerator)       (Denominator)          Amount

       For the year ended
       December 31, 2001    $(171,130)       6,839,290         $   (0.03)
                            =========        =========         =========
       For the year ended
       December 31, 2002    $ (76,307)       8,253,427         $   (0.01)
                            =========        =========         =========

..b.    Use of Estimates

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period.  Actual
results could differ from those estimates.
                                12
<PAGE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
    Notes to the Consolidated Financial Statements (Continued)
                    December 31, 2002 and 2001

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

c.     Principles of Consolidation

The consolidated financial statements include the accounts of G/O
International, Inc. (parent), and Waterbury Resources, Inc. (Waterbury), a
majority-owned subsidiary.  All significant intercompany accounts and
transactions have been eliminated in consolidation.

d.     Accounting Method

The consolidated financial statements are prepared using the accrual method of
accounting.  The Company has elected a calendar year-end.

e.     Newly Issued Accounting Pronouncements

During the year ended December 31, 2002 the Company adopted the provisions of
FASB Statement No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities," FASB Statement No. 147, "Acquisitions of Certain Financial
Institutions - an amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9," and FASB Statement No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123
(SFAS 148)."  Management does not believe these pronouncements will have a
material effect on the Company's financial statements.

f.     Revenue Recognition

For the year ended December 31, 2002, the Company's only source for revenues
was derived from horse winnings.  The Company recognizes winnings revenue when
the cash is received.

NOTE 3 - BANKRUPTCY FILING

On February 4, 1986, the Company filed a voluntary petition pursuant to
Chapter 11 of Title 11 of the United States Bankruptcy Code.  At the time of
its filing, the Company had liabilities in excess of $950,000.

In accordance with the Company's Second Amended Plan of Reorganization the
creditors were broken down into nine separate classes for individual
satisfaction.  A total of $1,496 of debt was paid in cash, $562,098 of debt
was paid through transfer of secured property interest, and the balance of
$338,061 of debt was satisfied through the issuance of 338,062 shares of its
previously unissued common stock.  On March 13, 1992 the Bankruptcy Court
issued its final decree and the Chapter 11 bankruptcy was closed.

NOTE 4 - ADVANCES FROM STOCKHOLDERS

Stockholders of the Company have advanced funds to the Company to cover
settlement of bankruptcy obligations and ongoing administrative expenses.  The
advances bear interest at a rate of 10.0 % per annum, and are repayable on
demand as funds become available.  Total advances amounted to $14,385 at
December 31, 2002, and related accrued interest amounted to $1,150.
                                13
<PAGE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
    Notes to the Consolidated Financial Statements (Continued)
                    December 31, 2002 and 2001


NOTE 5 -  CAPITAL TRANSACTIONS

On May 6, 1994, the Company's Board of Directors authorized a reverse-split of
its outstanding common stock.  The reverse-split was on a basis of 1 (one)
share for each 100 shares outstanding (1 for 100).  However, no shareholders'
holding was to be reduced to fewer than 100 shares.  The total number of
shares of common stock outstanding after the split was 323,866.  The reverse
stock-split is reflected on a retroactive basis.

On May 6, 1994, the Company's shareholders adopted, ratified and approved
Board of Directors' resolutions authorizing the issuance of a total of
1,500,000 post-split shares of its previously unissued common stock to a
director and the former legal counsel (750,000 shares each) in exchange for
services rendered and advances made totaling $15,000.

On July 26, 1994, the Company's Board of Directors entered into a compensation
agreement calling for the issuance of 150,000 post-split shares of its
previously unissued common stock, valued at $1,500, in exchange for legal
services rendered.

During 1995 18,494 shares of common stock were returned to the Company and
canceled due to the rounding of shares in the reverse-split of the Company's
common stock.

On October 23, 1995 the Company issued 2,000,000 shares of its common stock at
$0.01 per share for a total of $20,000.

During November 1995, 30,000 shares of common stock was issued to Directors of
the Company as compensation for services rendered, valued at $0.01 per share.

In March of 1996, 2,000,000 shares of common stock were issued for $20,000 in
cash at $0.01 per share.

In October of 1996, 50,000 shares of common stock were issued for services
valued $500 or $0.01 per share.

On October 2, 1997, the Company issued 40,000 shares of its common stock for
$10,000 cash, at $0.25 per share.

On October 29, 1997, the Company issued 60,000 shares of its common stock for
services valued at $15,000 or $0.25 per share.

On August 17, 1998, the Company issued 20,000 shares of its common stock for
$10,000 cash, at $0.50 per share.

On October 29, 1998, the Company issued 60,000 shares of its common stock for
services valued at $30,000 or $0.50 per share.

                                14
<PAGE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
    Notes to the Consolidated Financial Statements (Continued)
                    December 31, 2002 and 2001


NOTE 5 -  CAPITAL TRANSACTIONS (Continued)

On October 29, 1999, the Company issued 60,000 shares of its common stock to
its officers for services rendered and another 40,000 shares to shareholders
for cash valued at $15,000 and $10,000, respectively, or $0.25 per share.

On July 31, 2000, the Company issued 350,000 shares of its common stock for
$87,500 in cash at $0.25 per share.

On October 29, 2000, the Company issued 60,000 shares of its common stock for
services valued at $15,000 or $0.25 per share.

On October 29, 2001, the Company issued 60,000 shares of its common stock for
services valued at $21,000 or $0.35 per share.

On May 10, 2001, a shareholder exercised 200,000 warrants previously paid for
in cash at $0.25 per share or $50,000.  Upon exercise of warrants shares of
the Company's $0.01 par value stock were issued on a net issuance basis.  The
number of shares issued on a net issuance basis was determined by dividing the
cash exercise price by the closing ask price on the day of exercise and
subtracting by one.  As a net result 1,400,000 shares were issued.

In April 2002, the Company issued 75,000 shares of common stock for cash at
$0.10 per share.  In October 2002, the Company elected to issue 60,000 shares
to certain directors in exchange for services rendered at $0.10 per share.
Additionally, in December 2002, the Company issued 30,000 shares of common
stock for $3,000, or $0.10 per share.  At December 31, 2002, the Company had
8,350,372 shares of common stock issued and outstanding.


NOTE 6 -  NOTES PAYABLE
                                                           December 31,
                                                               2002

       Notes payable consisted of the following:

       Note payable to an unrelated entity,
        dated at various dates, bearing interest at 8% fixed
        interest rate, unsecured and due on demand.           $ 203,500

       Note payable to an unrelated entity,
        dated at various dates, bearing interest at 8% fixed
        interest rate, unsecured and due on demand.             205,000
                                                              ---------
             Total notes payable                                408,500

             Less: current portion                             (408,000)
                                                              ---------
             Total Long-term Debt                             $       -
                                                              =========
                                15
<PAGE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
    Notes to the Consolidated Financial Statements (Continued)
                    December 31, 2002 and 2001


NOTE 6 -  NOTES PAYABLE (Continued)

       Maturities of long-term debt are as follows:

       Years Ending December 31,
             2003                                           $ 408,500
             2004                                                   -
             2005                                                   -
             2006                                                   -
             2007                                                   -
             2008 and thereafter                                    -
                                                            ---------
             Total                                          $ 408,500
                                                            =========
NOTE 7 - RELATED PARTY TRANSACTIONS

During the year ended December 31, 2002, the Company issued 60,000 shares of
common stock to related parties as consideration for services rendered.  The
shares were valued at $0.10 per shares, for a total compensation expense for
$6,000.

NOTE 8 - INCOME TAX

Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences.  Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases.  Deferred tax
assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the
deferred tax assets will not be realized.  Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of
enactment.

Net deferred tax assets consist of the following components as of December 31,
2002 and 2001:
                                                    2002           2001

          Deferred tax assets:
            NOL Carryover                        $ 148,745      $ 168,893

          Deferred tax liabilities:                      -              -

          Valuation allowance                     (148,745)      (168,893)
                                                 ---------      ---------
          Net deferred tax asset                 $       -      $       -
                                                 =========      =========
                                16
<PAGE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
    Notes to the Consolidated Financial Statements (Continued)
                        December 31, 2002 and 2001


NOTE 8 -   INCOME TAX (Continued)

The income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the years ended December 31, 2002 and 2001 due
to the following:

                                                    2002         2001

       Book loss                               $  (29,968)   $ (65,030)
       Stock for services/options expense           2,440        7,980
       Valuation allowance                         27,528       57,050
                                               ----------    ---------
                                               $        -    $       -
                                               ==========    =========

At December 31, 2002, the Company had net operating loss carryforwards of
approximately $381,000 that may be offset against future taxable income from
the year 2002 through 2022.  No tax benefit has been reported in the December
31, 2002 financial statements since the potential tax benefit is offset by a
valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carryforwards for Federal income tax reporting purposes are
subject to annual limitations.  Should a change in ownership occur, net
operating loss carryforwards may be limited as to use in future years.

NOTE 9 - GOING CONCERN

The Company has experienced losses totaling $952,607 from the inception of its
development stage.  The Company also has limited assets and operating capital
with a stockholders' deficit of $589,838 at December 31, 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's plans to maintain the 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.

NOTE 10 - EQUITY INVESTMENT

In March 1999, the Company finalized a 504 offering of the shares of the
Company's subsidiary, Waterbury Resources, Inc. (Waterbury).  Prior to the
stock offering, Waterbury had 1,014,000 outstanding, 513,999 of which were
owned by the Company (approximately 50%), and the remainder of which were
owned by foreign corporations organized under the laws of the Cayman Island,
BWI.  With 200,000 shares being sold pursuant to the 504 offering, Waterbury
had 1,214,000 outstanding shares, and was no longer a majority-owned
subsidiary of the Company.
                                17
<PAGE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
    Notes to the Consolidated Financial Statements (Continued)
                   December 31, 2002 and 2001


NOTE 10 -  EQUITY INVESTMENT (Continued)

As of December 31, 1999, the Company owned 42% of  Waterbury Resources, Inc.
As such, Waterbury was not consolidated in the December 31, 1999 financial
statements.  The equity investment was recorded at zero.  The Company recorded
a credit to additional paid-in capital of $87,798 in conjunction with the non-
consolidation of Waterbury.

As of December 31, 2002 and 2001, the Company owned 50.49% of Waterbury
Resources, Inc. due to its purchase of 200,000 shares of Waterbury's common
stock.  Accordingly, Waterbury is fully consolidated in the December 31, 2002
consolidated financial statements.
                                18
<PAGE>
tem 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

          None.

                                 PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

Identification of Directors and Executive Officers.
---------------------------------------------------

          The following table sets forth the names of all current directors
and executive officers of our Company.  These persons will serve until the
next annual meeting of stockholders (held in June of each year) or until their
successors are elected or appointed and qualified, or their prior
resignation or termination.

<TABLE>
<CAPTION>

                                      Date of          Date of
                    Positions         Election or      Termination
  Name              Held              Designation      or Resignation
  ----              ----              -----------      --------------
<S>                 <C>                 <C>               <C>

Jack L. Burns       President           10/95               *
                    Treasurer           10/95               *
                    Director            10/95               *

Michael L. Caswell  Vice President       1/86               *
                    Secretary            1/86               *
                    Director             1/86               *

Sam Bono            Director             7/95               *

</TABLE>
          *    These persons presently serve in the capacities indicated.

Business Experience.
--------------------

          Jack L. Burns, President, Treasurer and Director.  Mr. Burns, age
73, graduated from the University of Florida in 1959 with a Master of
Science degree in Engineering.  He spent 26 years with Exxon Corporation,
holding various senior management positions in the U.S., Australia, Far East
and Middle East.  At the time of his election to retire, he was Vice
President of Esso Middle East, a wholly-owned subsidiary of Exxon
Corporation.  Since retiring in 1985, Mr. Burns has been a private investor
and has been engaged in charitable activities as a National Trustee of the
Society of St. Vincent de Paul.

          Michael L. Caswell,  Vice President, Secretary and Director.  Mr.
Caswell is 55 years of age.  He graduated from Texas A & M University in
1970 with a Bachelor of Science degree in Petroleum Engineering.  He has
been the President of CasKids Operating Company (Houston, Texas) since
August 1983.  CasKids is engaged in the oil and gas business.  Mr. Caswell
is responsible for the engineering, geological engineering and management of
CasKids and the properties it operates.

          Sam Bono, Director. Mr. Bono, age 66, is a graduate of the
University of Florida.  For the last five years, he has been the owner and
sole proprietor of the Direct Sales Company of Houston, Texas, a firm that
specializes in the sale and distribution of industrial supplies.

Family Relationships.
---------------------

          There are no family relationships between any directors or
executive officers of our Company, either by blood or by marriage.

Involvement in Certain Legal Proceedings.
-----------------------------------------

          Except as indicated below and to the knowledge of management,
during the past five years, no present or former director, person nominated
to become a director, executive officer, promoter or control person of the
Company:

          (1)  Was a general partner or executive officer of any business by
               or against which any bankruptcy petition was filed, whether
               at the time of such filing or two years prior thereto;

          (2)  Was convicted in a criminal proceeding or named the subject
               of a pending criminal proceeding (excluding traffic
               violations and other minor offenses);

          (3)  Was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any court of
               competent jurisdiction, permanently or temporarily enjoining
               him from or otherwise limiting his involvement in any type of
               business, securities or banking activities:

          (4)  Was found by a court of competent jurisdiction in a civil
               action or by the Securities and Exchange Commission or the
               Commodity Futures Trading Commission to have violated any
               federal or state securities or commodities law, and the
               judgment has not been reversed, suspended, or
               vacated.

Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

          Each of our Company's directors (Jack L. Burns; Michael L.
Caswell; and Sam Bono) will file a Form 4 Statement of Changes in Beneficial
Ownership with the Securities and Exchange Commission shortly after the date
of filing of this Annual Report.  These filings will be made in connection
with each person's acquisition of 20,000 shares of "restricted securities"
(common stock) in consideration of services rendered during fiscal 2002.  See
the Summary Compensation Table, Item 10, Part III.

Item 10. Executive Compensation.
         -----------------------

Cash Compensation.
------------------

          The following table sets forth the aggregate compensation paid by
our Company for services rendered during the periods indicated:

<TABLE>
<CAPTION>
                         SUMMARY COMPENSATION TABLE

                           Long Term Compensation

                    Annual Compensation   Awards  Payouts

(a)             (b)   (c)   (d)   (e)   (f)   (g)         (h)    (i)

                                              Secur-
                                              ities              All
Name and   Year or               Other  Rest- Under-       LTIP  Other
Principal  Period   Salary Bonus Annual rictedlying        Pay-  Comp-
Position   Ended      ($)   ($)  Compen-Stock Options      outs  ensat'n
------------------------------------------------------------------------
<S>         <C>       <C>   <C>   <C>   <C>    <C>         <C>   <C>

Jack L.       12/31/00  -0-  -0-  -0-   20000   -0-        -0-  -0-
Burns         12/31/01  -0-  -0-  -0-   20000   -0-        -0-  -0-
Pres.         12/31/02  -0-  -0-  -0-   20000   -0-        -0-  -0-
Treasurer
and Director

Sam Bono      12/31/00  -0-  -0-  -0-   20000   -0-        -0-  -0-
Director      12/31/01  -0-  -0-  -0-   20000   -0-        -0-  -0-
              12/31/02  -0-  -0-  -0-   20000   -0-        -0-  -0-

Michael L.    12/31/00  -0-  -0-  -0-   20000   -0-        -0-  -0-
Caswell       12/31/01  -0-  -0-  -0-   20000   -0-        -0-  -0-
Vice Pres.,   12/31/02  -0-  -0-  -0-   20000   -0-        -0-  -0-
and Director
</TABLE>

(1)   Each of our Company's directors was issued 20,000 shares of "restricted
      securities" (common stock) during the calendar years ended December 31,
      2002, 2001, and 2000, for services rendered during those years, at a
      value of $0.10, $0.35, $0.25 per share, respectively.

Bonuses and Deferred Compensation.
----------------------------------

          None.

Compensation Pursuant to Plans.
-------------------------------

          None.

Pension Table.
--------------

          None; not applicable.

Other Compensation.
-------------------

          None.

Compensation of Directors.
--------------------------

          At a special meeting of our Company's Board of Directors, held
October 4, 1995, the Board of Directors unanimously resolved to pay to each
director of our Company 10,000 shares of "restricted securities" (common
stock) valued at $0.01 per share, for each year or partial year of service,
commencing on the date of the resolution.  Effective October 29, 1997, the
Board of Directors resolved to increase the amount of annual compensation to
20,000 shares of "restricted securities" (common stock,), valued
at $0.01 per share. As of the date of this Annual Report, 120,000
"unregistered" and "restricted" shares have been issued to each of the
following directors of our Company, pursuant to this resolution:  Jack L.
Burns; Michael L. Caswell; and Sam Bono; however, the shares issued during the
years ended December 31, 2000 were valued at $0.25 per share to coincide with
the cash price of other securities sold by our Company at that time.  The
shares issued during the years ended December 31, 2001 were valued at $0.35
per share and the shares issued during the year ended December 31, 2002 were
valued at $0.10.

Employment Contracts.
---------------------

          None.

Termination of Employment and Change of Control Arrangements.
-------------------------------------------------------------

         There are no employment contracts, compensatory plans or
arrangements, including payments to be received from our Company, with
respect to any director or executive officer of our Company which would in
any way result in payments to any such person because of his or her
resignation, retirement or other termination of employment with our Company
or its subsidiaries, any change in control of our Company, or a change in
the person's responsibilities following a change in control of our Company.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
         ---------------------------------------------------------------

          The following table sets forth the share holdings of those persons
who own more than five percent of our Company's common stock as of the date
of this Annual Report:


                            Percentage                     Number
Name and Address            of Class              of Shares Beneficially
Owned
----------------            --------            ----------------------------

David M. Klausmeyer           9.76%                         815,000
10878 Westheimer, #178
Houston, Texas  77042

David R. Strawn, Esq.         9.76%                         815,000
11440 W. Bernardo Ct., #300
San Diego, California  92127

Charlie Investments, Ltd.    18.4%                        1,537,500
P. O. Box 2097
Grand Cayman
British West Indies

Yankee Investments, Ltd.     18.4%                        1,537,500
P. O. Box 2097
Grand Cayman
British West Indies

George R. Jarkesy            19.6%                        1,635,000
5902 Havenwoods Dr.
Houston, Texas 77066

                          _______                          ______

     Totals:                 75.9%                       6,340,000


          Each of these individuals or entities has sole investment and
voting power with regard to the securities listed opposite his or its name.

     Security Ownership of Management.
     ---------------------------------

          The following table sets forth the share holdings of our Company's
directors and executive officers as of the date of this Annual Report:



                           Percentage                Number
Name and Address           of Class            of Shares Beneficially Owned(1)
----------------           --------            -------------------------------


Jack L. Burns                1.7%                          140,350
11849 Wink
Houston, Texas  77024

Michael L. Caswell           2.0%                          170,000(1)
3637 W. Alabama, #400
Houston, Texas  77027

Sam Bono                     1.7%                          140,000
11949 FM 3005, #403
Galveston, Texas  77554      ----                           ------

All directors and executive
officers as a group          5.4%                          450,350
(3 persons)

          (1)  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.

          Each of these individuals has sole investment and voting power
with regard to the securities listed opposite his name.  See Item 9, Part III,
for information concerning the offices or other capacities in which the
foregoing persons serve with our Company.

Changes in Control.
-------------------

          To the knowledge of our Company's management, there are no present
arrangements or pledges of our Company's securities which may result in a
change in control of our Company.

Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

Transactions with Management and Others.
----------------------------------------

          There have been no material transactions, series of similar
transactions or currently proposed transactions, to which our Company or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeds $60,000 and in which any director or executive officer, or any
security holder who is known to our Company to own of record or beneficially
more than five percent of our Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.

Certain Business Relationships.
-------------------------------

          There have been no material transactions, series of similar
transactions or currently proposed transactions, to which our Company or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeds $60,000 and in which any director or executive officer, or any
security holder who is known to our Company to own of record or beneficially
more than five percent of our Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.

Indebtedness of Management.
---------------------------

          There have been no material transactions, series of similar
transactions or currently proposed transactions, to which our Company or any
of its subsidiaries was or is to be a party, in which the amount involved
exceeds $60,000 and in which any director or executive officer, or any
security holder who is known to our Company to own of record or beneficially
more than five percent of our Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.

Parents of the Issuer.
----------------------

         None; not applicable.

Transactions with Promoters.
----------------------------

          There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which our Company or any of its subsidiaries was or is to
be a party, in which the amount involved exceeds $60,000 and in which any
promoter or founder, or any member of the immediate family of any of the
foregoing persons, had a material interest.

Item 13. Exhibits and Reports on Form 8-K.*
         ---------------------------------

Reports on Form 8-K.

          8-K Current Report dated February 20, 2002, as amended.**

Exhibits*

          (i)
                                          Where Incorporated
                                         in this Annual Report
                                         ---------------------

Annual Report on Form 10-KSB for the      Parts I, II and II
calendar year ended December 31, 1999**

Annual Report on Form 10-KSB for the      Parts I, II and III
calendar year ended December 31, 2000**

Annual Report on Form 10-KSB for the      Parts I, II and III
calendar year ended December 31, 2001**


          (ii)

Exhibit
Number               Description
------               -----------

          None.

          *    Summaries of all exhibits contained within this Annual
               Report are modified in their entirety by reference
               to these Exhibits.

          **   These documents and related exhibits have been
               previously filed with the Securities and Exchange
               Commission and are incorporated herein by reference.

Item 14. Controls and Procedures.
         ------------------------

     Within the 90-day period prior to the filing of this Annual 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.

                            SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this Annual Report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                    G/O INTERNATIONAL, INC.


Date: 3/31/03                        By/s/Jack L. Burns
      ------------                      ----------------------
                                        Jack L. Burns, Director
                                        President and Treasurer


     In accordance with the Exchange Act, this Annual Report has been signed
below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:

                                    G/O INTERNATIONAL, INC.


Date: 3/31/03                        By/s/Jack L. Burns
      ------------                      ----------------------
                                        Jack L. Burns, Director
                                        President and Treasurer



Date: 3/31/03                        By/s/Michael L. Caswell
      ------------                      ----------------------
                                        Michael L. Caswell, Director
                                        Vice President and Secretary


Date: 3/31/03                        By/s/Sam Bono
      ------------                      ----------------------
                                        Sam Bono, Director
<PAGE>

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

     I, Jack L. Burns, President and Treasurer of G/O International, Inc. (the
"Registrant"), certify that:

     1.   I have reviewed this Annual Report on Form 10-KSB of the Registrant
(the "Annual Report");

     2.   Based on my knowledge, this Annual 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 Annual Report;

     3.   Based on my knowledge, the financial statements, and other
financial information included in this Annual 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
Annual 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
          Annual 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 Annual Report (the "Evaluation Date"); and

     c)   presented in this Annual 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 Annual 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:  March 31, 2003               Signature: /s/Jack L. Burns
                                     Jack L. Burns
                                     President/Treasurer

<PAGE>

                    CERTIFICATION PURSUANT TO
                     18 U.S.C. SECTION 1350,
                      AS ADOPTED PURSUANT TO
          SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of G/O International, Inc. (the
"Registrant") on Form 10-KSB for the period ending December 31, 2002,
as filed with the Securities and Exchange Commission on the date hereof (the
"Annual Report"), I, Jack L. Burns, President, Treasurer and director of the
Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Annual Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Annual Report fairly presents, in
all material respects, the financial condition and result of operations of the
Registrant.

/s/Jack L. Burns
President
Treasurer
Director
3/27/03
<PAGE>