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, 2005

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

 For the transition period from _____________ to ____________

                 Commission File No. 000-24688

                    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.)

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

           Issuer's Telephone Number:  (713) 827-0588

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 is not required to file reports pursuant to Section
13 or 15(d) of the Exchange Act. [ ]

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 Issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
(1) Yes X  (2) Yes X

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 the Issuer'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. [ ]

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

State the Issuer's revenues for its most recent fiscal year: December 31, 2004
- $0.

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 30, 2006 - $259,405.80.  There are approximately 1,729,372 shares
of our common voting stock held by non-affiliates.  This valuation is based
upon the bid price of our common stock as quoted on the OTCBB of the National
Association of Securities Dealers, Inc. on that date ($0.15).

           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.

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 30, 2006 - 8,650,372
shares of common stock.

              Documents Incorporated by Reference

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

Transitional Small Business Issuer Format Yes X


                             PART I
Item 1. Description of Business.

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

For a discussion of the business development of G/O International, Inc, ("our
Company" or "we," "our," "us" or words of similar import) for the years ended
December 31, 2004, 2003, 2002, 2001 and 2000, see our 10-KSB Annual Reports
for the years then ended, filed April 13, 2005, April 14, 2004, March 31,
2003, April 15, 2002 and March 30, 2001, respectively, with the Securities and
Exchange Commission and which are incorporated herein by this reference.  See
Part III, Item 13.

     Developmental Information Subsequent to the Year Ended December 31, 2005.
     -------------------------------------------------------------------------

On January 24, 2006, Jack L. Burns resigned as President, Treasurer,
Secretary and a director of our Company.  Mr. Burns' resignation did not
involve any disagreement with our management and was for personal reasons
only.  Also, effective on January 24, 2006, we appointed Brian E. Rodriguez to
assume the positions of President, Treasurer, Secretary, and as a director of
our Company.  See our 8-K Current Report dated January 24, 2006, which is
incorporated herein by this reference.  See Part III, Item 13.

On February 28, 2006, Sand Hills General Partners, a Texas general
partnership("SHGP"), acquired a total of 6,400,000 shares or 74.5% of our
issued and outstanding $0.01 par value common voting stock.  SHGP is a
general partnership that consisted of David M. Klausmeyer, an individual
shareholder of ours and Sand Hills Partners, LLC, a Delaware limited liability
company ("SHP"), engaged in providing business consulting services.  SHP
members are John Ellis, and George Jarkesy and David R. Strawn, Esq.,
shareholders of our Company.

SHGP acquired a total of 3,325,000 shares of our common stock from former
shareholders in exchange for partnership interests as follows:  David M.
Klausmeyer transferred 835,000 of our shares of common stock for a 37%
interest in SHGP; George Jarkesy transferred 1,655,000 shares and David R.
Strawn, Esq. transferred 835,000 shares to SHGP for the issuance of a 63%
interest in SHGP that was issued to SHP, at their direction, which is owned
equally by Messrs. Ellis, Jarkesy and Strawn.

SHGP also acquired 3,075,000 shares of our common stock in connection with the
settlement and assumption of a total of $643,598 in debt owed by Waterbury
Resources, Ltd., a Cayman Island company and subsidiary of ours ("Waterbury"),
to Q-Marq Securities, Ltd., a Cayman Islands company ("Q-Marq")(the "Waterbury
Debt").  Charlie Investments, Ltd. ("Charlie") and Yankee Investments, Ltd.
("Yankee") each transferred to SHGP, 1,537,500 shares of our common stock in
exchange for the assumption of the guarantee of the Waterbury Debt by SHGP.
Also, in connection with the settlement of the Waterbury Debt: (i) SHGP issued
a note payable to Q-Marq for $35,000; (ii) we transferred to SHGP 357,000
shares of Waterbury;(iii) Charlie and Yankee each transferred SHGP 187,500
shares of Waterbury; and (iv) Waterbury issued a total of 1,500,000 of its
ordinary shares to Q-Marq in consideration for Q-Marq's release of the
Waterbury Debt.

SHP purchased David M. Klausmeyer's 37% interest in SHGP with a Promissory
Note in the amount of $1,500,000 and a pledge of SHP's entire interest in SHGP
if SHP defaults.  SHP therefore has full voting and dispositive control over
these 6,400,000 shares of our common stock held by SHGP.  See our 8-K Current
Report dated February 28, 2006, which is incorporated by herein by this
reference.  See Part III, Item 13.  In the event of a default in the payment
of this Promissory Note to Mr. Klausmeyer, a change in control of our Company
could occur.  See Part III, Item 11.

Business.
---------

Our Company has had no business operations since approximately December 15,
1989, except those of our majority-owned subsidiary, Waterbury Resources,
Ltd., 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 on 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.

                    Shell Company Regulations.
                    --------------------------

Recent amendments to Form 8-K by the Securities and Exchange Commission
regarding shell companies and transactions with shell companies require the
filing of all information about an acquired company that would have been
required to have been filed had any such company filed a Form 10 or 10-SB
Registration Statement with the Securities and Exchange Commission, along with
required audited, interim and proforma financial statements, within four
business days of the closing of any such transaction.  These new regulations
also deny the use of Form S-8 for the registration of securities of a shell
company, and limit the use of this Form to a reorganized shell company until
the expiration of 60 days from when any such entity is no longer considered
to be a shell company.  This prohibition could further restrict opportunities
for us to acquire companies that may already have stock option plans in place
that cover numerous employees.  In such an instance, there may be no exemption
from registration for the issuance of securities in any business combination
to these employees, thereby necessitating the filing of a registration
statement with the Securities and Exchange Commission to complete any such
reorganization, and incurring the time and expense costs normally avoided by
reverse reorganizations.

It is the position of the Securities and Exchange Commission that shares of
our common stock that are owned by our promoters, directors, executive
officers and 10% stockholder or their transferees must be resold pursuant to
an effective registration statement that is filed with the Securities and
Exchange Commission; and that the resale exemptions provided by Rule 144 for
the resale of "restricted securities" are not available for the resale of
these persons' securities.

                     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.

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 a stockholder, 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.

No matters were submitted to a vote of our stockholders during the fourth
quarter of this calendar year.

                            PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Small
Business Purchases of Equity Securities.

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 common stock during
each quarter of the year ended December 31, 2004, and December 31, 2005, is
shown below.  Prices are inter-dealer quotations as reported by the NASD (or
the NQB, LLC) and do not necessarily reflect transactions, retail markups,
mark downs or commissions.

STOCK QUOTATIONS*
                                                   BID
Quarter ended:                          High                Low
--------------                          ----                ---

March 31, 2004                          0.20                0.20

June 30, 2004                           0.20                0.18

September 30, 2004                      0.18                0.15

December 31, 2004                       0.17                0.17

March 31, 2005                          0.17                0.15

June 30, 2005                           0.15                0.15

September 30, 2005                      0.15                0.15

December 31, 2005                       0.15                0.15

          *    The future sale of presently outstanding "restricted
               securities" (common stock) by present members of our
               management and others may have an adverse effect on
               any market in the shares of our common stock.  See the
               heading " Recent Sales of Unregistered Securities,"
               directly below.

Holders.
--------

The number of record holders of our Company's common stock as of March 30,
2006, was approximately 769.

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.

Recent Sales of Restricted Securities; Use of Proceeds of Registered
Securities.
-----------

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

     Common Stock
     ------------
                       Date              Number of           Aggregate
     Name            Acquired             Shares           Consideration
     ----            --------            ---------         -------------

Directors            10/15/04             60,000             Services valued
                                                             at $0.10

Directors            12/15/05             60,000             Services valued
                                                             at $0.15

We issued all of these securities to persons who were either "accredited
investors," or "sophisticated investors" who, by reason of education, business
acumen, experience or other factors, were fully capable of evaluating the
risks and merits of an investment in our company; and each had prior access to
all material information about us.  We believe that the offer and sale of
these securities were exempt from the registration requirements of the
Securities Act, pursuant to Sections 4(2) and 4(6) thereof, and Rule 506
of Regulation D of the Securities and Exchange Commission and from various
similar state exemptions.

All outstanding securities of our Company except those sold during the year
ended December 31, 2005, 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.

It is the position of the Securities and Exchange Commission that shares of
our common stock that are owned by our promoters, directors, executive
officers and 10% stockholder or their transferees must be resold pursuant to
an effective registration statement that is filed with the Securities and
Exchange Commission; and that the resale exemptions provided by Rule 144 for
the resale of "restricted securities" are not available for the resale of
these persons' securities.

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.

Use of Proceeds of Registered Securities.
-----------------------------------------

There were no proceeds received during the calendar year ended December 31,
2005, for the sale of registered securities.

Securities Authorized for Issuance under Equity Compensation Plans.
-------------------------------------------------------------------

We have not adopted any Equity Compensation Plans.

Purchases of Equity Securities by Us and Affiliated Purchasers.
---------------------------------------------------------------

There were no purchases of our equity securities by us or any affiliated
purchasers during the calendar year ended December 31, 2005.

Item 6. Management's Discussion and Analysis and 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 was a 50.49%-owned
subsidiary at December 31, 2005.  Those operations were nil.

During the year ended December 31, 2005, our Company and its subsidiary had
total expenses of $72,227 while receiving $0 in revenues for a loss of
$(72,227).  Our current expenses were primarily composed of the following: (1)
interest expense associated with notes payable to third parties and advances
from shareholders and (2) legal and accounting professional services.  During
the year ended December 31, 2004, we received $0 in revenues, with total
expenses of $62,317, for a loss of ($62,317).

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

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

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

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

During the next twelve months, our Company's only foreseeable cash
requirements will relate to maintaining our good standing in the State of
Colorado.  Our Company does not have any cash reserves to pay for our
administrative expenses for the next 12 months.  In the event that additional
funding is required in order to keep our Company in good standing, we may
attempt to raise such funding through a private placement of our 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 for this purpose.  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.

Item 7. Financial Statements.

             G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
                CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2005
<PAGE>
                            CONTENTS

Report of Independent Registered Public Accounting Firm. . . .  F-3

Consolidated Balance Sheet . . . . . . . . . . . . . . . . . .  F-4

Consolidated Statements of Operations  . . . . . . . . . . . .  F-5

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

Consolidated Statements of Cash Flows  . . . . . . . . . . . . F-11

Notes to the Consolidated Financial Statements . . . . . . . . F-13

<PAGE>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
G/O International, Inc. and Subsidiary
(A Development Stage Company)
Tomball, Texas

We have audited the accompanying consolidated balance sheet of G/O
International, Inc. and Subsidiary (a development stage company) as of
December 31, 2005 and the related statement of operations, stockholders'
equity (deficit) and cash flows for the years ended December 31, 2005 and
2004, and for the period from inception (January 1, 1991) through December 31,
2005. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. 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 respect, the financial position of G/O
International, Inc. and Subsidiary (a development stage company) at December
31, 2005, and the results of their operations and their cash flows for the
years ended December 31, 2005 and 2004 and for the period from inception
(January 1, 1991) through December 31, 2005, in conformity with U.S. 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 to
the consolidated financial statements, the Company has suffered recurring
losses from operations and has a working capital deficit that raises
substantial doubt about its ability to continue as a going concern.
Management's plans with regard to 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 uncertainly.


/s/ HJ & Associates, LLC

HJ & Associates, LLC
Salt Lake City, Utah
March 17, 2006

<PAGE>

            G/O INTERNATIONAL, INC. AND SUBSIDIARY
                 (A Development Stage Company)

                  Consolidated Balance Sheet
                       December 31, 2005
                            ASSETS
CURRENT ASSETS
Cash                                                        $         -
                                                            -----------
 Total Current Assets                                                 -
                                                            -----------
 TOTAL ASSETS                                               $         -
                                                            ===========

        LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable                                            $    82,389
Accrued interest-accounts payable                                 7,042
Notes payable (Note 6)                                          408,500
Accrued interest-notes payable (Note 6)                         234,978
Advances from stockholders (Note 4)                              31,348
Accrued interest-advances from stockholders (Note 4)              6,040
                                                            -----------
 Total Current Liabilities                                      770,297
                                                            -----------

STOCKHOLDERS' EQUITY (DEFICIT)

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

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

             Consolidated Statements of Operations
                                                                   From
                                                           Inception of
                                                        the Development
                                                               Stage on
                                                             January 1,
                                   For the Years Ended          1991 to
                                          December 31,     December 31,
                                          2005      2004           2005
REVENUES

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

 General and administrative                 34,864      25,933     728,041
                                         ---------  ----------   ---------
  Total Expenses                            34,864      25,933     728,041
                                         ---------  ----------   ---------
LOSS FROM OPERATIONS                       (34,864)    (25,933)   (709,032)
                                         ---------  ----------   ---------
OTHER INCOME (EXPENSE)

 Write-down of goodwill                          -           -    (306,761)
 Interest income                                 -           -          58
 Interest expense                          (37,363)    (36,384)   (221,274)
                                         ---------  ----------   ---------
  Total Other Income (Expense)             (37,363)    (36,384)   (527,977)
                                         ---------  ----------   ---------
LOSS BEFORE MINORITY INTEREST              (72,227)    (62,317) (1,237,009)
                                         ---------  ----------   ---------
MINORITY INTEREST                                -           -      70,943
                                         ---------  ---------- -----------
NET LOSS                                 $ (72,227) $  (62,317)$(1,166,066)
                                         =========  ========== ===========
BASIC LOSS PER SHARE                     $   (0.01) $    (0.01)
                                         =========  ==========
BASIC WEIGHTED AVERAGE SHARES            8,650,372   8,545,372
                                         =========  ==========

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

    Consolidated Statements of Stockholders' Equity (Deficit)

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

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

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

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

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

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

Net loss for the year ended
 December 31, 1994                     -         -           -       (24,350)
                                 ---------   -------  ---------- -----------
Balance, December 31, 1994       1,973,866    19,739   2,321,441  (2,358,175)

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

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

Consolidated Statements of Stockholders' Equity (Deficit)(Continued)

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

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

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

Net loss for the year ended
 December 31, 1995                     -         -           -        (4,095)
                                 ---------   -------  ---------- -----------
Balance, December 31, 1995       3,985,372    39,854   2,321,626  (2,362,270)

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

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

Liquidating dividend                   -         -       (6,400)         -

Net loss for the year ended
 December 31, 1996                     -         -          -        (25,510)
                                 ---------   ------- ----------  -----------
Balance, December 31, 1996       6,035,372    60,354  2,315,226   (2,387,780)

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

Issuance of shares for
 services on October 29, 1997
 at $0.25 per share                 60,000       600     14,400          -

Net loss for the year ended
 December 31, 1997                     -         -          -        (42,821)
                                 ---------   ------- ----------  -----------
Balance, December 31, 1997       6,135,372  $ 61,354 $2,339,226  $(2,430,601)
                                 ---------   ------- ----------  -----------

The accompanying notes are an integral part of these consolidated financial
statements.
                              F-7
<PAGE>
             G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)(Continued)

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

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

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

Net loss for the year ended
 December 31, 1998                     -         -          -      (103,116)
                                 ---------  -------- ---------- -----------
Balance, December 31, 1998       6,215,372    62,154  2,387,426  (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)
                                 ---------  --------  ---------- -----------
Issuance of shares for services
on October 29, 2001 at $0.35 per
share                               60,000       600      20,400
                                 ---------  --------  ---------- -----------
Balance forward                  6,785,372  $ 67,854  $2,609,024  $(3,035,779)
                                 ---------  --------  ---------- -----------

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

Consolidated Statements of Stockholders' Equity (Deficit)(Continued)

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

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

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

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

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

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

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

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

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

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

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

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

Consolidated Statements of Stockholders' Equity (Deficit)(Continued)

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

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

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

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

Net loss for the year ended
December 31, 2005                        -         -          -      (72,227)
                                 ---------  -------- ----------  -----------
Balance, December 31, 2005       8,650,372  $ 86,504 $2,639,874  $(3,496,675)
                                 =========  ======== ==========  ===========
Deficit accumulated prior to the development stage               $(2,330,609)
Deficit accumulated during the development stage                  (1,166,066)
                                                                 -----------
Total Accumulated Deficit                                        $(3,496,675)
                                                                 ===========

The accompanying notes are an integral part of these consolidated financial
statements.
                             F-10
<PAGE>
             G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)

              Consolidated Statements of Cash Flows

                                                             From Inception of
                                                              the Development
                                                                 Stage on
                                                                 January 1,
                                       For the Years Ended        1991 to
                                          December 31,          December 31,
                                            2005         2004           2005
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                          $  (72,227)   $   (62,317)$(1,166,066)
   Reconciliation of net loss to cash
   used in operating activities:
     Common stock issued in lieu of
     services rendered and offset of
     advances                             9,000          6,000     140,300
     Amortization expense                     -              -       1,280
     Minority interest                        -              -     (53,173)
   Change in operating assets and
   liabilities:
     Decrease in prepaid expenses             -              -       1,920
     (Increase) decrease in accounts
     receivable                               -              -        (754)
     Increase in accounts payable         8,389         16,608     100,290
     Increase in accrued expenses        54,327         36,384     275,903
     Increase in advances from
      stockholders                            -              -      14,385
                                      ---------      ---------   ---------
        Net Cash Used by
        Operating Activities               (511)       (3,325)    (685,915)
                                      ---------      ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES

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

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

The accompanying notes are an integral part of these consolidated financial
statements.
                             F-11
<PAGE>
             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,
                                       2005         2004           2005
NET CHANGE IN CASH                 $        (511)  $    (3,325)$      -

CASH AT BEGINNING OF PERIOD                  511         3,836        -
                                   -------------   ----------- --------
CASH AT END OF PERIOD              $           -   $       511 $      -
                                   =============   =========== ========
CASH PAID FOR:

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

NON-CASH ITEMS

Common stock issued in lieu of
services rendered and offset of
advances                           $       9,000  $     6,000  $140,300
Common stock returned and canceled $           -  $         -  $    195
Capital recognized from Subsidiary $           -  $         -  $ 87,798

The accompanying notes are an integral part of these consolidated financial
statements.
                             F-12
<PAGE>
             G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
Notes to the Consolidated Financial Statements December 31, 2005 and 2004

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) have 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, 2004          $(62,317)      8,545,372       $  (0.01)

For the year ended
December 31, 2005          $(72,227)      8,650,372       $  (0.01)

                             F-13
<PAGE>
             G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
Notes to the Consolidated Financial Statements December 31, 2005 and 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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

In December 2004, the FASB issued SFAS No.123 (revised 2004), "Share-Based
Payment". Statement 123 ) will provide investors and other users of financial
statements with more complete and neutral financial information by requiring
that the compensation cost relating to share-based payment transactions be
recognized in financial statements. That cost will be measured based on the
fair value of the equity or liability instruments issued. Statement 123 )
covers a wide range of share-based compensation arrangements including share
options, restricted share plans, performance-based awards, share appreciation
rights, and employee share purchase plans. Statement 123 ) replaces FASB
Statement No. 123, Accounting for Stock-Based Compensation, and supersedes APB
Opinion No. 25, Accounting for Stock Issued to Employees. Statement 123, as
originally issued in 1995, established as preferable a fair-value-based method
of accounting for share-based payment transactions with employees. However,
that Statement permitted entities the option of continuing to apply the
guidance in Opinion 25, as long as the footnotes to financial statements
disclosed what net income would have been had the preferable fair-value-based
method been used. Public entities (other than those filing as small business
issuers) will be required to apply Statement 123 ) as of the first interim or
annual reporting period that begins after June 15, 2005. The Company adopted
Statement 123 ) in December of 2005.
                             F-14
<PAGE>
             G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
Notes to the Consolidated Financial Statements December 31, 2005 and 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

e. Newly Issued Accounting Pronouncements (Continued)

In November 2004, the FASB issued SFAS No. 151 "Inventory Costs, an amendment
of ARB No. 43, Chapter 4". The amendments made by Statement 151 clarify that
abnormal amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage) should be recognized as current-period charges and
require the allocation of fixed production overheads to inventory based on the
normal capacity of the production facilities. The guidance is effective for
inventory costs incurred during fiscal years beginning after June 15, 2005.
Earlier application is permitted for inventory costs incurred during fiscal
years beginning after November 23, 2004. The Company has evaluated the impact
of the adoption of SFAS 151, and does not believe the impact will be
significant to the Company's overall results of operations or financial
position.

In December 2004, the FASB issued SFAS No.152, "Accounting for Real Estate
Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67"
("SFAS 152) The amendments made by Statement 152 This Statement amends FASB
Statement No. 66, Accounting for Sales of Real Estate, to reference the
financial accounting and reporting guidance for real estate time-sharing
transactions that is provided in AICPA Statement of Position (SOP) 04-2,
Accounting for Real Estate Time-Sharing Transactions. This Statement also
amends FASB Statement No. 67, Accounting for Costs and Initial Rental
Operations of Real Estate Projects, to state that the guidance for (a)
incidental operations and (b) costs incurred to sell real estate projects does
not apply to real estate time-sharing transactions. The accounting for those
operations and costs is subject to the guidance in SOP 04-2. This Statement is
effective for financial statements for fiscal years beginning after June 15,
2005. The Company has evaluated the impact of the adoption of SFAS 152, and
does not believe the impact will be significant to the Company's overall
results of operations or financial position.

In December 2004, the FASB issued SFAS No.153, "Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29, Accounting for Nonmonetary
Transactions."The amendments made by Statement 153 are based on the principle
that exchanges of nonmonetary assets should be measured based on the fair
value of the assets exchanged. Further, the amendments eliminate the narrow
exception for nonmonetary exchanges of similar productive assets and replace
it with a broader exception for exchanges of nonmonetary assets that do not
have commercial substance. Previously, Opinion 29 required that the accounting
for an exchange of a productive asset for a similar productive asset or an
equivalent interest in the same or similar productive asset should be based on
the recorded amount of the asset relinquished. Opinion 29 provided an
exception to its basic measurement principle (fair value) for exchanges of
similar productive assets. The Board believes that exception required that
some nonmonetary exchanges, although commercially substantive, be recorded on
a carryover basis. By focusing the exception on exchanges that lack commercial
substance, the Board believes this Statement produces financial reporting that
more faithfully represents the economics of the transactions. The Statement is
effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after June 15, 2005. Earlier application is permitted for
nonmonetary asset exchanges occurring in fiscal periods beginning after the
date of issuance. The provisions of this Statement shall be applied
prospectively. The Company has evaluated the impact of the adoption of SFAS
153, and does not believe the impact will be significant to the Company's
overall results of operations or financial position.
                             F-15
<PAGE>
             G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
Notes to the Consolidated Financial Statements December 31, 2005 and 2004

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

e. Newly Issued Accounting Pronouncements (Continued)

In December 2004, the Financial Accounting Standards Board issued two FASB
Staff Positions - FSP FAS 109-1, Application of FASB Statement 109 "Accounting
for Income Taxes" to the Tax Deduction on Qualified Production Activities
Provided by the American Jobs Creation Act of 2004, and FSP FAS 109-2
Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provision within the American Jobs Creation Act of 2004. Neither of these
affected the Company as it does not participate in the related activities.

In March 2005, the SEC released Staff Accounting Bulletin No. 107, "Share-
Based Payment" ("SAB 107"), which provides interpretive guidance related to
the interaction between SFAS 123 ) and certain SEC rules and regulations. It
also provides the SEC staff's views regarding valuation of share-based payment
arrangements. In April 2005, the SEC amended the compliance dates for SFAS
123 ), to allow companies to implement the standard at the beginning of their
next fiscal year, instead of the next reporting period beginning after June
15, 2005. Management is currently evaluating the impact SAB 107 will have on
our consolidated financial statements.

In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations" ("FIN 47"). FIN 47 provides guidance
relating to the identification of and financial reporting for legal
obligations to perform an asset retirement activity. The Interpretation
requires recognition of a liability for the fair value of a conditional asset
retirement obligation when incurred if the liability's fair value can be
reasonably estimated. FIN 47 also defines when an entity would have sufficient
information to reasonably estimate the fair value of an asset retirement
obligation. The provision is effective no later than the end of fiscal years
ending after December 15, 2005. The Company will adopt FIN 47 beginning the
first quarter of fiscal year 2006 and does not believe the adoption will have
a material impact on its consolidated financial position or results of
operations or cash flows.

In May 2005, the FASB issued FASB Statement No. 154, "Accounting Changes and
Error Corrections." This new standard replaces APB Opinion No. 20, "Accounting
Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim
Financial Statements," and represents another step in the FASB's goal to
converge its standards with those issued by the IASB. Among other changes,
Statement 154 requires that a voluntary change in accounting principle be
applied retrospectively with all prior period financial statements presented
on the new accounting principle, unless it is impracticable to do so.
Statement 154 also provides that (1) a change in method of depreciating or
amortizing a long-lived non-financial asset be accounted for as a change in
estimate (prospectively) that was effected by a change in accounting
principle, and (2) correction of errors in previously issued financial
statements should be termed a "restatement." The new standard is effective for
accounting changes and correction of errors made in fiscal years beginning
after December 15, 2005. Early adoption of this standard is permitted for
accounting changes and correction of errors made in fiscal years beginning
after June 1, 2005 . The Company has evaluated the impact of the adoption of
Statement 154 and does not believe the impact will be significant to the
Company's overall results of operations or financial position.

In February of 2006, the FASB issued SFAS No. 155, "Accounting for Certain
Hybrid Financial Instruments", which is intended to simplify the accounting
and improve the financial reporting of certain hybrid financial instruments
(i.e., derivatives embedded in other financial instruments). The statement
amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", and SFAS No. 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities a replacement of FASB
Statement No. 125." SFAS No. 155 is effective for all financial instruments
issued or acquired after the beginning of an entity's first fiscal year that
begins after September 15, 2006.. The Company is currently evaluating the
impact SFAS No. 155 will have on its consolidated financial statements, if
any.

The implementation of the provisions of these pronouncements are not expected
to have a significant effect on the Company's consolidated financial statement
presentation.

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 a 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 8.0 % per annum, and are repayable on
demand as funds become available. Total advances amounted to $31,348 at
December 31, 2005, and related accrued interest amounted to $6,040.

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.
                             F-16
<PAGE>
             G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
Notes to the Consolidated Financial Statements December 31, 2005 and 2004

NOTE 5 - CAPITAL TRANSACTIONS (Continued)

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.

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.
                             F-17
<PAGE>
             G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
Notes to the Consolidated Financial Statements December 31, 2005 and 2004

NOTE 5 - CAPITAL TRANSACTIONS (Continued)

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.

In December 2002, the Company issued 30,000 shares of common stock for $3,000,
or $0.10 per share.

In April 2003 the Company issued 60,000 common shares for cash at a per share
price of $0.10.

In October 2003 the Company issued 60,000 common shares to directors at a per
share price of $0.10 for services rendered.

In November 2003 the Company issued 60,000 common shares for cash at a per
share price of $0.10.

In October 2004, the Company issued 60,000 shares of its common stock for
services valued at $6,000 or $0.10 per share.

In December 2005, the Company issued 60,000 shares of its common stock for
services valued at $9,000 or $0.15 per share.
                             F-18
<PAGE>
             G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
Notes to the Consolidated Financial Statements December 31, 2005 and 2004

NOTE 6 - NOTES PAYABLE

Notes payable consisted of the following at December 31, 2005:

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                                    (408,500)
                                                               --------
      Total Long-term Debt                                     $      -
                                                               ========
Maturities of long-term debt are as follows:

Years Ending December 31,
      2005                                     $408,500
      2006                                            -
      2007                                            -
      2008                                            -
      2009                                            -
      2010 and thereafter                             -
                                               --------
      Total                                    $408,500
                                               ========

Accrued interest payable associated with these notes was $234,978 at December
31, 2005.

NOTE 7 - RELATED PARTY TRANSACTIONS

During the year ended December 31, 2005, the Company issued 60,000 shares of
common stock to related parties as consideration for services rendered. The
shares were valued at $0.15 per shares, for a total compensation expense of
$9,000.

At December 31, 2005, the Company's subsidiary had two outstanding loans
totaling $408,500, plus $234,978 in accrued interest. A director of Waterbury,
the subsidiary of the Company, has management control over both Waterbury and
the note holder.
                             F-19
<PAGE>
             G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
Notes to the Consolidated Financial Statements December 31, 2005 and 2004

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,
2005 and 2004:

                                          2005          2004

Deferred tax assets:
   NOL Carryover                        $186,222       $162,500
   Accrued Expenses                        2,356              -

Deferred tax liabilities:                      -              -

Valuation allowance                     (188,578)      (162,500)
                                       ---------      ---------
Net deferred tax asset                 $       -      $       -
                                       =========      =========

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, 2005 and 2004 due
to the following:
                                            2005           2004

Book income                              $ (28,169)     $ (24,304)
Stock for services/options expense           3,510          2,340
Accrued expenses                               937              -
Valuation allowance                         23,722         21,964
                                         ---------      ---------
                                         $       -      $       -
                                         =========      =========

At December 31, 2005, the Company had net operating loss carryforwards of
approximately $400,000 that may be offset against future taxable income from
the year 2006 through 2025. No tax benefit has been reported in the December
31, 2005 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.
                             F-20
<PAGE>
             G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
Notes to the Consolidated Financial Statements December 31, 2005 and 2004

NOTE 9 - GOING CONCERN

The Company has experienced losses totaling $1,166,066 from the inception of
its development stage. The Company also has limited assets and operating
capital with a stockholders deficit of $770,297 at December 31, 2005. 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.

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

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.

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, 2005 and 2004, 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, 2005
consolidated financial statements.

NOTE 11 -  SUBSEQUENT EVENTS

On January 24, 2006, Jack L. Burns resigned as President, Treasurer,
Secretary, and a director of the Company.  Burns' resignation did not involve
any disagreement with the Company's management and was for personal reasons
only. Also, effective on January 24, 2006, the Company appointed Brian E.
Rodriguez to assume the positions of President, Treasurer, Secretary, and a
director of the Company.

On February 28, 2006, Sand Hills General Partners, a Texas general
partnership("SHGP"), acquired a total of 6,400,000 shares or 74.5% of the
Company's issued and outstanding $0.001 par value common stock.  SHGP is a
general partnership consisting of David M. Klausmeyer, an individual
shareholder of ours and Sand Hills Partners, LLC, a Delaware limited liability
company ("SHP"), engaged in providing business consulting services.  SHP
members are John Ellis, George Jarkesy, a shareholder of the Company, and
David R. Strawn, Esq., also a shareholder of the Company.

SHGP acquired a total of 3,325,000 shares of the Company from former
shareholders of the Company in exchange for partnership interests as follows:
David M. Klausmeyer transferred 835,000 shares of the Company for 37% interest
in SHGP; George Jarkesy transferred 1,655,000 shares of the Company and David
R. Strawn transferred 835,000 shares of the Company to SHGP for the issuance
of a 63% interest in SHGP that was issued to SHP, which is owned equally by
Messrs. Ellis, Jarkesy and Strawn.

SHGP also acquired 3,075,000 shares of the Company in connection with the
settlement and assumption of a total of $643,598 in debt owed by Waterbury
Resources, Ltd., a Cayman Island company and subsidiary of the Company
("Waterbury"), to Q-Marq Securities, Ltd., a Cayman Islands company ("Q-
Marq")(the "Waterbury Debt"). Charlie Investments, Ltd. ("Charlie") and Yankee
Investments, Ltd. ("Yankee") each transferred to SHGP, 1,537,500 shares of the
Company in exchange for the assumption of the guarantee of the Waterbury Debt
by SHGP.  Also in connection with the settlement of the Waterbury Debt: (i)
SHGP issued a note payable to Q-Marq for $35,000; (ii) the Company transferred
to SHGP 357,000 shares of Waterbury;(iii) Charlie and Yankee each transferred
SHGP 187,500 shares of Waterbury; and (iv) Waterbury issued a total of
1,500,000 of its ordinary shares to Q-Marq in consideration for Q-Marq's
release of the Waterbury Debt.  As a result of the assumption of the Waterbury
Debt and Waterbury stock issuance, the Company's ownership in Waterbury was
reduced to 12.5%.

SHP purchased David M. Klausmeyer's 37% interest in SHGP with a Promissory
Note in the amount of $1,500,000 and a pledge of SHP's entire interest in SHGP
if SHP defaults.  SHP therefore has full voting and dispositive control over
the 6,400,000 shares of the Company held by SHGP.

                             F-21
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None; not applicable.

Item 8(a). Controls and Procedures.

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

Item 8(b). Other Information.

On January 24, 2006, Jack L. Burns resigned as President, Treasurer,
Secretary and a director of our Company.  Mr. Burns' resignation did not
involve any disagreement with our management and was for personal reasons
only.  Also, effective on January 24, 2006, we appointed Brian E. Rodriguez to
assume the positions of President, Treasurer, Secretary, and as a director of
our Company.  See our 8-K Current Report dated January 24, 2006, which is
incorporated herein by this reference.  See Part III, Item 13.

On February 28, 2006, Sand Hills General Partners, a Texas general
partnership("SHGP"), acquired a total of 6,400,000 shares or 74.5% of our
issued and outstanding $0.01 par value common voting stock.  SHGP is a
general partnership that consisted of David M. Klausmeyer, an individual
shareholder of ours and Sand Hills Partners, LLC, a Delaware limited liability
company ("SHP"), engaged in providing business consulting services.  SHP
members are John Ellis, and George Jarkesy and David R. Strawn, Esq.,
shareholders of our Company.

SHGP acquired a total of 3,325,000 shares of our common stock from former
shareholders in exchange for partnership interests as follows:  David M.
Klausmeyer transferred 835,000 of our shares of common stock for a 37%
interest in SHGP; George Jarkesy transferred 1,655,000 shares and David R.
Strawn, Esq. transferred 835,000 shares to SHGP for the issuance of a 63%
interest in SHGP that was issued to SHP, at their direction, which is owned
equally by Messrs. Ellis, Jarkesy and Strawn.

SHGP also acquired 3,075,000 shares of our common stock in connection with the
settlement and assumption of a total of $643,598 in debt owed by Waterbury
Resources, Ltd., a Cayman Island company and subsidiary of ours ("Waterbury"),
to Q-Marq Securities, Ltd., a Cayman Islands company ("Q-Marq")(the "Waterbury
Debt").  Charlie Investments, Ltd. ("Charlie") and Yankee Investments, Ltd.
("Yankee") each transferred to SHGP, 1,537,500 shares of our common stock in
exchange for the assumption of the guarantee of the Waterbury Debt by SHGP.
Also, in connection with the settlement of the Waterbury Debt: (i) SHGP issued
a note payable to Q-Marq for $35,000; (ii) we transferred to SHGP 357,000
shares of Waterbury;(iii) Charlie and Yankee each transferred SHGP 187,500
shares of Waterbury; and (iv) Waterbury issued a total of 1,500,000 of its
ordinary shares to Q-Marq in consideration for Q-Marq's release of the
Waterbury Debt.

SHP purchased David M. Klausmeyer's 37% interest in SHGP with a Promissory
Note in the amount of $1,500,000 and a pledge of SHP's entire interest in SHGP
if SHP defaults.  SHP therefore has full voting and dispositive control over
these 6,400,000 shares of our common stock held by SHGP.  See our 8-K Current
Report dated February 28, 2006, which is incorporated by herein by this
reference.  See Part III, Item 13.  In the event of a default in the payment
of this Promissory Note to Mr. Klausmeyer, a change in control of our Company
could occur.  See Part III, Item 11.

                           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.

                                      Date of          Date of
                    Positions         Election or      Termination
  Name              Held              Designation      or Resignation
  ----              ----              -----------      --------------

Brian E. Rodriguez  President           01/06               *
                    Treasurer           01/06               *
                    Director            01/06               *

Jack L. Burns       President           10/95            01/06
                    Treasurer           10/95            01/06
                    Director            10/95            01/06

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

* These persons presently serve in the capacities indicated.

                     Business Experience.

Mr. Rodriguez is 36 years of age.  Mr. Rodriguez has 10 years of experience in
capital markets, corporate finance and the technology sector. Most recently,
Mr. Rodriguez has served as an accounting and finance consultant for Jefferson
Wells from October 2004 to the present. From March 2002 to October 2005, Mr.
Rodriguez served as controller and then Director of Finance for JP Mobile,
Inc., a privately held wireless software company based in Dallas. Mr.
Rodriguez served as controller for ChipData Incorporated from March 2001 to
March 2002. Prior to that, Mr. Rodriguez was a consultant with Parson
Consulting Firm from April 1999 to March 2001; and has been a Certified Public
Accountant in the State of Texas since 1995.

Michael L. Caswell, Vice President, Secretary and Director. Mr. Caswell is 57
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.

                     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.
           -----------------------------------------

During the past five years and to the knowledge of management, no present or
former director, person nominated to become a director, executive officer,
promoter or control person of our 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.
       --------------------------------------------------

Jack L. Burns filed a Form 4 Statement of Changes in Beneficial Ownership with
the Securities and Exchange Commission on October 20, 2003, disclosing the
"restricted securities" he received in consideration of services rendered
during fiscal 2003. Mr. Burns received an additional 40,000 shares of our
common stock that are "restricted securities" on October 15, 2004, and filed a
Form 4 Statement of Changes in Beneficial Ownership with the Securities and
Exchange Commission on April 18, 2005; it was due on or about October 17,
2004. Mr. Burns received an additional 40,000 shares of our common stock that
are "restricted securities" on December 15, 2005, and has yet to file his Form
4 in that respect; it was due on or about December 17, 2005.  See the Summary
Compensation Table, Part III, Item 10.

Michael L. Caswell filed a Form 4 Statement of Changes in Beneficial Ownership
with the Securities and Exchange Commission on October 22, 2003, disclosing
the "restricted securities" he received in consideration of services rendered
during fiscal 2003. Mr. Caswell received an additional 20,000 shares of our
common stock that are "restricted securities" on October 15, 2004, and filed a
Form 4 Statement of Changes in Beneficial Ownership with the Securities and
Exchange Commission on April 19, 2005, it was due on or about October 17,
2004.  Mr. Caswell received an additional 20,000 shares of our common stock
that are "restricted securities" on December 15, 2005, and has yet to file his
Form 4 in that respect; it is anticipated that such Form 4 will be filed
within the next 10 days; it was due on or about December 17, 2005. See the
Summary Compensation Table, Part III, Item 10.

Brian E. Rodriguez received 20,000 shares of our common stock that are
"restricted securities" on December 15, 2005, and has yet to file his Form 3
in that respect; it is anticipated that such Form 3 will be filed within the
next 10 days; it was due on or about December 17, 2005.  See the Summary
Compensation Table, Part III, Item 10.

                        Code of Ethics.
                        ---------------

Our Company has adopted a Code of Ethics which was attached to our 2003 Annual
Report on Form 10-KSB as Exhibit 14. See Part III, Item 13.

                       Audit Committee.
                       ----------------

We have no audit committee and believe, based upon our limited operations,
that one is not necessary.

                    Compensation Committee.
                    -----------------------

We have not established a Compensation Committee because we believe that our
three member Board of Directors is able to effectively manage the issues
normally considered by a Compensation Committee.  If and when an acquisition
is completed, we will review these requirements.

         Nominating and Corporate Governance Committee.
         ----------------------------------------------

We have not established a Nominating and Corporate Governance Committee
because we believe that our three member Board of Directors is able to
effectively manage the issues normally considered by a Nominating and
Corporate Governance Committee.  If and when an acquisition is completed, we
will review these requirements.

               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:

                               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
------------------------------------------------------------------------

Jack L.       12/31/03  -0-  -0-  -0-   40000   -0-        -0-  -0-
Burns         12/31/04  -0-  -0-  -0-   40000   -0-        -0-  -0-
Pres.         12/31/05  -0-  -0-  -0-   40000   -0-        -0-  -0-
Treasurer
and Director

Michael L.    12/31/03  -0-  -0-  -0-   20000   -0-        -0-  -0-
Caswell       12/31/04  -0-  -0-  -0-   20000   -0-        -0-  -0-
Vice Pres.,   12/31/05  -0-  -0-  -0-   20000   -0-        -0-  -0-
and Director

(1) Each of our Company's directors was issued 20,000 shares of "restricted
securities" (common stock) during the calendar years ended December 31, 2005,
2004, 2003, 2002, 2001, and 2000, for services rendered during those years,
with the exception of Jack L. Burns, who was issued 40,000 shares in 2005,
2004 and 2003, at a value of $0.15, $0.10, $0.10, $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, our 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, Our 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, 160,000 "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,
Mr. Burn's compensation was increased to 40,000 shares per year for calendar
years commencing in 2003.  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, 2004, 2003 and 2002 were
valued at $0.10.  The shares issued during the year ended December 31, 2005,
were valued at $0.15.

                        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 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 December 31, 2005
and the date of this Annual Report:

                                          Number and Percentage of
                                          Shares Beneficially Owned
                                          ----------------------------

Name and Address                          12/31/05           Currently
----------------                          --------           ---------
David M. Klausmeyer                    856,000 9.95%       21,000   .23%*
10878 Westheimer, #178
Houston, Texas  77042

David R. Strawn, Esq.                  855,000 9.95%    6,420,000 74.22%*
11440 W. Bernardo Ct., #300
San Diego, California  92127

Sand Hills General Partners                -0-    0%    6,400,000 73.99%*
18205 Burkhardt
Tomball, Texas 77377

Sand Hills Partners, LLC                   -0-    0%    6,400,000 73.99%*
18205 Burkhardt
Tomball, Texas 77377

John Ellis                                 -0-    0%    6,400,000 73.99%*
18205 Burkhardt
Tomball, Texas 77377

George R. Jarkesy                    1,675,000 19.5%    6,420,000 74.22%*
18205 Burkhardt
Tomball, Texas 77377

Charlie Investments, Ltd.            1,537,500 17.9%          -0-     0%
P. O. Box 2097
Grand Cayman
British West Indies

Yankee Investments, Ltd.             1,537,500 17.9%          -0-     0%
P. O. Box 2097
Grand Cayman
British West Indies
                                    ---------- ----     --------- -----
     Totals:                         6,461,000 74.68%   6,461,000 74.68%

*  Each of these individuals or entities has sole investment and voting power
with regard to the securities listed opposite his or its name, except that
Sand Hills Partners has sole voting and dispositive control over the shares of
Sand Hills General Partners.  Messrs. Ellis, Jarkesy and Strawn equally own
Sand Hills Partners which owns Sand Hill General Partners.  David M.
Klausmeyer is a former partner of Sand Hills General Partners who has a
security for a $1,500,000 Promissory Note of Sand Hill Partners all of the
6,400,000 shares of our Company that it owns.

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

The following table sets forth the share holdings of our Company's directors
and executive officers as of December 31, 2005 and the date of this Annual
Report:

                                          Number and Percentage of
                                          Shares Beneficially Owned
                                          ----------------------------

Name and Address                          12/31/05           Currently
----------------                          --------           ---------
Michael L. Caswell                   220,000(1) 2.54%       220,000    *2.54%
3637 W. Alabama, #400
Houston, Texas  77027

Jack L. Burns                        240,000    2.77%       240,000     2.77%
874 Strey Lane, Apt. 561
Houston, Texas  77024

Brian E. Rodriguez                         0       0%             0        0%
18205 Burkhardt
Tomball, Texas 77377
                                     -------    ----        -------     ----
All directors and executive
officers as a group                  460,000    5.32%       460,000     5.32%
(2 persons)

*  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.

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

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

On January 24, 2006, Jack L. Burns resigned as President, Treasurer,
Secretary and a director of our Company.  Mr. Burns' resignation did not
involve any disagreement with our management and was for personal reasons
only.  Also, effective on January 24, 2006, we appointed Brian E. Rodriguez to
assume the positions of President, Treasurer, Secretary, and as a director of
our Company.  See our 8-K Current Report dated January 24, 2006, which is
incorporated herein by this reference.  See Part III, Item 13.

On February 28, 2006, Sand Hills General Partners, a Texas general
partnership("SHGP"), acquired a total of 6,400,000 shares or 74.5% of our
issued and outstanding $0.01 par value common voting stock.  SHGP is a
general partnership that consisted of David M. Klausmeyer, an individual
shareholder of ours and Sand Hills Partners, LLC, a Delaware limited liability
company ("SHP"), engaged in providing business consulting services.  SHP
members are John Ellis, and George Jarkesy and David R. Strawn, Esq.,
shareholders of our Company.

SHGP acquired a total of 3,325,000 shares of our common stock from former
shareholders in exchange for partnership interests as follows:  David M.
Klausmeyer transferred 835,000 of our shares of common stock for a 37%
interest in SHGP; George Jarkesy transferred 1,655,000 shares and David R.
Strawn, Esq. transferred 835,000 shares to SHGP for the issuance of a 63%
interest in SHGP that was issued to SHP, at their direction, which is owned
equally by Messrs. Ellis, Jarkesy and Strawn.

SHGP also acquired 3,075,000 shares of our common stock in connection with the
settlement and assumption of a total of $643,598 in debt owed by Waterbury
Resources, Ltd., a Cayman Island company and subsidiary of ours ("Waterbury"),
to Q-Marq Securities, Ltd., a Cayman Islands company ("Q-Marq")(the "Waterbury
Debt").  Charlie Investments, Ltd. ("Charlie") and Yankee Investments, Ltd.
("Yankee") each transferred to SHGP, 1,537,500 shares of our common stock in
exchange for the assumption of the guarantee of the Waterbury Debt by SHGP.
Also, in connection with the settlement of the Waterbury Debt: (i) SHGP issued
a note payable to Q-Marq for $35,000; (ii) we transferred to SHGP 357,000
shares of Waterbury;(iii) Charlie and Yankee each transferred SHGP 187,500
shares of Waterbury; and (iv) Waterbury issued a total of 1,500,000 of its
ordinary shares to Q-Marq in consideration for Q-Marq's release of the
Waterbury Debt.

SHP purchased David M. Klausmeyer's 37% interest in SHGP with a Promissory
Note in the amount of $1,500,000 and a pledge of SHP's entire interest in SHGP
if SHP defaults.  SHP therefore has full voting and dispositive control over
these 6,400,000 shares of our common stock held by SHGP.  See our 8-K Current
Report dated February 28, 2006, which is incorporated by herein by this
reference.  See Part III, Item 13.  In the event of a default in the payment
of this Promissory Note to Mr. Klausmeyer, a change in control of our Company
could occur.  See Part III, Item 11.

To the knowledge of our Company's management, there are no additional 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.
               ----------------------------------------

At December 31, 2005, our Waterbury subsidiary had two outstanding loans
totaling $408,500, plus $234,978 in accrued interest.  A director of Waterbury
has management control over both Waterbury and the note holder.

Subsequent to the date of this Annual Report, Sand Hills General Partners
("SHGP") acquired 3,075,000 shares of our common stock in connection with the
settlement and assumption of a total of $643,598 in debt owed by Waterbury to
Q-Marq Securities, Ltd., a Cayman Islands company ("Q-Marq")(the "Waterbury
Debt").  Charlie Investments, Ltd. ("Charlie") and Yankee Investments, Ltd.
("Yankee") each transferred to SHGP, 1,537,500 shares of our common stock in
exchange for the assumption of the guarantee of the Waterbury Debt by SHGP.
Also, in connection with the settlement of the Waterbury Debt: (i) SHGP issued
a note payable to Q-Marq for $35,000; (ii) we transferred to SHGP 357,000
shares of Waterbury;(iii) Charlie and Yankee each transferred SHGP 187,500
shares of Waterbury; and (iv) Waterbury issued a total of 1,500,000 of its
ordinary shares to Q-Marq in consideration for Q-Marq's release of the
Waterbury Debt.

Except as noted above, there have been no material transactions, series of
similar transactions or currently proposed transactions, to which our Company
or any of our 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 our
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 our
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 our 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 January 24, 2006, with the Securities and
        Exchange Commission on January 30, 2006.

        8-K Current Report dated February 28, 2006, with the Securities and
        Exchange Commission on March 24, 2006.

Exhibits*

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

Annual Report on Form 10-KSB for the      Parts I, II and III
calendar year ended December 31, 2002**

Annual Report on Form 10-KSB for the      Parts I, II and III
calendar year ended December 31, 2003**

Annual Report on Form 10-KSB for the      Parts I, II and III
calendar year ended December 31, 2004**

Definitive Information Statement          Part III
Filed August 21, 2003**

     Amended and Restated Articles of Incorporation

                             (ii)

Exhibit
Number               Description
------               -----------
  3.1        Amended and Restated Articles of Incorporation***

 14          Code of Ethics****

 21            Subsidiaries

 31            302 Certification of Brian B. Rodriguez

 32            906 Certification

* 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.

*** See the Definitive Information Statement Filed August 21, 2003.

**** See the Annual Report on Form 10-KSB for the calendar year ended December
31, 2003.

Item 14. Principal Accountant Fees and Services.

The following is a summary of the fees billed to us by our principal
accountants during the calendar years ended December 31, 2005, and 2004:

Fee category                      2005           2004
------------                      ----           ----

Audit fees                        $7,344         $7,200

Audit-related fees                $    0         $    0

Tax fees                          $    0         $  295

All other fees                    $    0         $    0
                                  ------         ------
Total fees                        $7,344         $7,495

Audit fees. Consists of fees for professional services rendered by our
principal accountants for the audit of our annual financial statements and the
review of financial statements included in our Forms 10-QSB Quarterly Reports
or services that are normally provided by our principal accountants in
connection with statutory and regulatory filings or engagements.

Audit-related fees. Consists of fees for assurance and related services by our
principal accountants that are reasonably related to the performance of the
audit or review of G/O's financial statements and are not reported under
"Audit fees."

Tax fees. Consists of fees for professional services rendered by our principal
accountants for tax compliance, tax advice and tax planning.

All other fees. Consists of fees for products and services provided by our
principal accountants, other than the services reported under "Audit fees,"
"Audit-related fees" and "Tax fees" above.

                           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: 3/30/2006                     By/s/Brian E. Rodriguez
      ------------                      ----------------------
                                        Brian E. Rodriguez, 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: 3/30/2006                     By/s/Brian E. Rodriguez
      ------------                      ----------------------
                                        Brian E. Rodriguez, Director
                                        President and Treasurer



Date: 3/30/2006                     By/s/Michael L. Caswell
      ------------                      ----------------------
                                        Michael L. Caswell, Director
                                        Vice President and Secretary