<PAGE>




































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

                          FORM 10-KSB/A-1

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

     For the fiscal year ended December 31, 1998

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

     For the transition period from _____________ to ____________

                   Commission File No. 0-24688


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

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

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

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


                               N/A
                               ---
  (Former Name or Former Address, if changed since last Report)

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, 1998 -
$74,500.

     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.

    June 22, 1999 - $14,000.  There are approximately 1,400,022 shares of
common voting stock of the Company held by non-affiliates.  During the past
two years there has been no "established public market" for shares of common
voting stock of the Company, so the Company has arbitrarily valued these
shares based on $0.01 par value per share.

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

                             N/A

             (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:

                           June 22, 1999

                             6,215,372


               DOCUMENTS INCORPORATED BY REFERENCE

          A description of "Documents Incorporated by Reference" is contained
in Item 13 of this report.

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

                              PART II

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

          Consolidated Financial Statements for the year ended
          December 31, 1998

          Independent Auditor's Report

          Consolidated Balance Sheets - December 31, 1998

          Consolidated Statements of Operations from inception
          on January 1, 1991 to December 31, 1998
          and the Years ended December 31, 1998 and
          1997

          Consolidated Statements of Stockholders' Equity (Deficit)
          for the period January 1, 1991 to December 31,
          1998

          Consolidated Statements of Cash Flows from inception
          on January 1, 1991 to December 31, 1998
          and the Years ended December 31, 1998 and
          1997

          Notes to Consolidated Financial Statements
<PAGE>
Jones, Jensen & Company [letterhead]

                   INDEPENDENT AUDITOR'S REPORT

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

We have audited the accompanying consolidated balance sheet of G/O
International, Inc. (a development stage company) as of December 31, 1998 and
the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 1998 and 1997 and
from inception of the development stage (January 1, 1991) to December 31,
1998. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements band on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatements. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
consolidated 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. (a development stage company) at December 31, 1998
and the consolidated results of their operations and their cash flows for the
years ended December 31, 1998 and 1997 and from Inception of development stage
(January 1, 1991) to December 31, 1998 in conformity with generally accepted
accounting principles.

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 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/Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
April 30, 1999
<TABLE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
                    Consolidated Balance Sheet
<CAPTION>
                              ASSETS
                                             December 31,
                                                 1998
<S>                                         <C>
CURRENT ASSETS

  Cash                                       $    32,129
  Accounts receivable                                754

     Total Current Assets                         32,883

OTHER ASSETS

  Horses                                         136,900

    Total Other Assets                           136,900

TOTAL ASSETS                                $    169,783

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

  Accounts payable                           $    23,890
  Accrued interest                                10,880
  Advances from stockholders (Note 4)             14,385
  Notes payable - related parties (Note 8)       165,000

    Total Current Liabilities                    214,155

MINORITY INTEREST                                 48,765

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock, $0.01 par value,
  20,000,000 shares authorized;
  6,215,372 shares issued and outstanding         62,154
  Additional paid-in capital                   2,378,426
  Accumulated deficit prior to the
  development stage                           (2,330,609)
  Deficit accumulated during the
  development stage                             (203,108)

    Total Stockholders' Equity (Deficit)         (93,137)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)                                   $    169,783
</TABLE>
<TABLE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
              Consolidated Statements of Operations
<CAPTION>
                                                                   From
                                                               Inception on
                                                                 January 1,
                                      For the Years Ended         1991 to
                                          December 31,          December 31,
                                       1998          1997           1998
<S>                                  <C>           <C>         <C>
REVENUES

  Horse sales                         $  74,500     $ 114,925   $ 189,425
  Other income                              -              20          58

  Total Revenues                         74,500       114,945     189,483

COST OF SALES                            45,120        79,010     124,130

GROSS MARGIN                             29,380        35,935      65,353

EXPENSES

   General and administrative           163,498        89,013     326,632
   Interest expense                      10,880         1,532      12,772

     Total Expenses                     174,378        90,545     339,404

NET LOSS FROM OPERATIONS               (144,998)      (54,610)   (274,051)

MINORITY INTEREST                        41,882        11,789      70,943

NET LOSS                         $     (103,116)    $ (42,821)  $(203,108)

BASIC LOSS PER SHARE             $        (0.01)    $   (0.01)
</TABLE>
<TABLE>
                        G/O INTERNATIONAL, INC.
                     (A Development Stage Company)
       Consolidated Statements of Stockholders' Equity (Deficit)
<CAPTION>
                                                       Additional
                                     Common Stock       Paid-in   Accumulated
                                  Shares       Amount   Capital     Deficit
<S>                               <C>          <C>     <C>        <C>

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

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

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

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

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

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

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

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

Issuance of shares for legal
 services at $0.01 per share on
 July 26, 1994                     150,000     1,500         -           -

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

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

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

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

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

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

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

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


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

Liquidating dividend                   -         -       (6,400)         -

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

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

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

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

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

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

Issuance of 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)
</TABLE>
<TABLE>
                        G/O INTERNATIONAL, INC.
                     (A Development Stage Company)
                 Consolidated Statements of Cash Flows
<CAPTION>
                                                                   From
                                                               Inception on
                                                                 January 1,
                                      For the Years Ended         1991 to
                                          December 31,          December 31,
                                       1998          1997           1998
<S>                                  <C>           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES

NET LOSS                              $(103,116)    $ (42,821) $ (203,108)
  Reconciliation of net loss to cash
   provided (used) in operating
   activities:
    Common stock issued for services
     rendered and offset of advances
     received                            30,000        15,000      62,300
  Amortization expense                      -           1,280       1,280
    Minority interest                   (24,114)      (11,787)    (53,173)
  Changes in operating assets and liabilities:
  (Increase) decrease in accounts
  receivable                               (754)          -          (754)
    (Increase) decrease in prepaid
    expenses                              1,920           986       1,920
    Increase (decrease) in accounts
    payable                              23,830       (16,076)     17,959
    Increase (decrease) in accrued
    expenses                             10,715           165      10,880
     Increase (decrease) in advances from
      stockholders                          -             -        14,385

     Net Cash (Used) by Operating
     Activities                         (61,519)      (53,253)   (148,311)

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of investments              (66,200)          -       (69,400)
   Decrease of horses                       -          14,010     (70,700)

     Net Cash Provided (Used) by
     Investing Activities               (66,200)       14,010    (140,100)

CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from notes payable -
 related parties                        140,000        50,000     210,000
 Payments on notes payable -
 related parties                            -         (45,000)    (45,000)
 Payment of dividend                        -             -        (6,400)
 Cash from minority shareholders            -             -       101,940
 Cash from sales of stock                10,000        10,000      60,000

     Net Cash Provided from Financing
     Activities                         150,000        15,000     320,540

NET CHANGE IN CASH                       22,281       (24,243)     32,129

CASH AT BEGINNING OF PERIOD               9,848        34,091         -

CASH AT END OF PERIOD             $      32,129     $   9,848   $  32,129

CASH PAID FOR:

  Interest                        $         -       $     -     $     -
  Income taxes                    $         -       $     -     $     -

NON-CASH ITEMS

  Common stock issued in lieu
    of services rendered
    and offset or advances        $      30,000     $  15,000   $  62,300
  Common stock returned and
    canceled                      $         -       $     -     $     185
</TABLE>
                        G/O INTERNATIONAL, INC.
                     (A Development Stage Company)
            Notes to the Consolidated Financial Statements
                          December 31, 1998


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 mid 1978, the Company experienced financial difficulties, at
which time new officers and directors were elected, the Company changed its
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 Statement
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

       The following is a summary of the significant accounting policies
followed in connection with the preparation of the consolidated financial
statements.

       Income Taxes - Income taxes have been provided on financial statement
income.  There are no deferred income taxes arising from timing differences
which result from income and expense items being reported for financial
accounting and tax reporting purposes in different periods (see Note 7).

       Basic Loss Per Share - The Company computes basic loss per share by the
weighted average method.  Fully diluted earnings per share are not presented
because the Company does not have common stock equivalents.  As discussed
below, the Company's Board of Directors authorized a reverse split of its
outstanding Common Stock.  All loss per share disclosures have been
retroactively restated to reflect the reverse split.

       Cash and Cash Equivalents - The Company considers all highly liquid
investments with maturities of three months or less to be cash equivalents.

       Use of Estimates - The preparation of consolidated financial statements
in conformity with generally accepted accounting principles 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.

       Principles of Consolidation - The accompanying financial statements
include the accounts of the Company and its wholly owned subsidiary Antares
Trading, Inc. and its 50.7% owned subsidiary Waterbury Resources, Inc.

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 no interest and are repayable on demand as funds become
available.  Total advances amounted to $14,385 at December 31, 1998.

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 less 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 by its current legal counsel.

       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 in lieu of services rendered, valued at $0.01 per
share.

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

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

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

NOTE 6 -  RELATED PARTY TRANSACTIONS

       The President of the Company provides office space and other clerical
services at no cost to the Company.

NOTE 7 -  INCOME TAX

       During 1993 the Company adopted Statement of financial Accounting
Standards No.109 - "Accounting for income Taxes" (SFAS 109).  SFAS 109 is an
asset and liability approach that requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of events that
have been recognized in the Company's consolidated financial statements or
tax returns.  In estimating future tax consequences, SFAS 109 generally
considers all expected future events other than enactments of changes in the
tax law or rates.  Previously, the Company accounted for income taxes under
APB Opinion No. 11.  Under SFAS 109, in the year of adoption, previously
reported results of operations for that year should be restated to reflect the
effects of applying SFAS 109, and the cumulative effect of adoption on prior
years' results of operations should be shown in the income statement n the
year of change it was determined that there was no cumulative effect on the
prior year earnings.  For tax purposes, the Company had available at December
31, 1998, not operating loss ("NOL") carry forwards for regular Federal Income
Tax purposes of an estimated $2,094,357 which are estimated to expire as shown
below.  A valuation, allowance has been established for estimated tax benefits
of the loss carry overs which are not expected to be realized.

                            Year                   Amount
                            1999                $  1,891,249
                            2006                          72
                            2007                       1,466
                            2008                       1,678
                            2009                      24,350
                            2010                       4,095
                            2011                      25,510
                            2012                      42,821
                            2013                     103,116

                          Totals                $  2,094,357

NOTE 8 -  NOTES PAYABLE - RELATED PARTIES

        Notes payable - related parties consisted of the following:
                                                                December 31,
                                                                 1998
        Notes payable to a related company, interest at 8.0%,
         principal and interest due on demand, unsecured.     $  125,000

        Notes payable to a related company, interest at 8.0%,
         principal and interest due on demand, unsecured.         40,000

           Total notes payable - related parties                 165,000

           Less: current portion                                (165,000)

           Long-term notes payable - related parties       $          -

        Maturities of notes payable - related parties are as follows:

            Year Ending
           December 31,
                  1999                                     $     165,000
                  2000                                               -
                  2001                                               -
                  2002                                               -
                  2003                                               -
                  2004 and thereafter                                -

                  Total                                    $     165,000

NOTE 9 -   GOING CONCERN

        The Company has experienced losses totaling $203,108 from inception of
its development stage.  The Company also has limited assets and operating
capital with a stockholders' deficit of $93,137 at December 31, 1998.  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.

NOTE 10 -  SUBSEQUENT EVENTS

        In March of 1999, there was a 504 offering of the shares of the
Company's subsidiary, Waterbury Resources, Inc. (Waterbury).  Prior to the
stock offering, there were 1,014,000 outstanding shares of Waterbury, 513,999
of which were owned by the Company (approximately 50%), and the remainder of
which are owned by eight foreign corporations organized under the laws of
the Cayman Island, BWI.  With 200,000 shares being sold pursuant to the
offering, there were 1,214,000 outstanding shares, and Waterbury was no
longer a majority owned subsidiary of the Company as the Company's
ownership has decreased to approximately 42% of Waterbury.


                            SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) 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: 3/13/2000                     By/s/Jack L. Burns
      ------------                      ----------------------
                                        Jack L. Burns, Director
                                        President and Treasurer


Date: 3/13/2000                     By/s/Michael L. Caswell
      ------------                      ----------------------
                                        Michael L. Caswell, Director,
                                        Vice President and Secretary


          Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this 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: 3/13/2000                     By/s/Jack L. Burns
      -------------                     ----------------------
                                        Jack L. Burns, Director
                                        President and Treasurer



Date: 3/13/2000                     By/s/Michael L. Caswell
      ------------                      ----------------------
                                        Michael L. Caswell, Director
                                        Vice President and Secretary