<PAGE>


































<PAGE>


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

                          FORM 10-KSB-A1

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

     For the fiscal year ended December 31, 1999

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

     For the transition period from _____________ to ____________

                   Commission File No. 0-24688


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

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

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

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


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

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

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

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---

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

State Issuer's revenues for its most recent fiscal year:   December 31, 1999 -
$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.

    April 13, 2000 - $14,103.72.  There are approximately 1,410,372 shares of
common voting stock of the Company held by non-affiliates.  During the past
two years there has been no "established public market" for shares of common
voting stock of the Company, so the Company has arbitrarily valued these
shares based on $0.01 par value per share.

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

                             N/A

             (APPLICABLE ONLY TO CORPORATE ISSUERS)

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

                           April 13, 2000

                             6,315,372


               DOCUMENTS INCORPORATED BY REFERENCE

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

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

                              PART II

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

          Consolidated Financial Statements for the year ended
          December 31, 1999

          Independent Auditor's Report

          Consolidated Balance Sheets - December 31, 1999

          Consolidated Statements of Operations from inception
          on January 1, 1991 to December 31, 1999
          and the Years ended December 31, 1999 and
          1998

          Consolidated Statements of Stockholders' Equity (Deficit)
          for the period January 1, 1991 to December 31,
          1999

          Consolidated Statements of Cash Flows from inception
          on January 1, 1991 to December 31, 1999
          and the Years ended December 31, 1999 and
          1998

          Notes to Consolidated Financial Statements
<PAGE>




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

                      CONSOLIDATED FINANCIAL STATEMENTS

                               December 31, 1999

<PAGE>

                                   CONTENTS



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

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

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

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

Consolidated Statements of Cash Flows  . . . . . . . . . . . . . . 9

Notes to the Consolidated Financial Statements . . . . . . . . .  11

<PAGE>


                        INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying consolidated balance sheet of G/O
International, Inc. (a development stage company) as of December 31, 1999 and
the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 1999 and 1998 and
from inception of  the development stage (January 1, 1991) to December 31,
1999.  These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of G/O International, Inc. (a development stage company) at December 31, 1999
and the consolidated results of their operations and their cash flows for the
years ended December 31, 1999 and 1998 and from inception of development stage
(January 1, 1991) to December 31, 1999 in conformity with generally accepted
accounting principles.

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


Jones, Jensen & Company
Salt Lake City, Utah
April 14, 2000

<PAGE>

                           G/O INTERNATIONAL, INC.
                        (A Development Stage Company)
                          Consolidated Balance Sheet

<TABLE>
<CAPTION>

                                                             December 31,
                                                                1999
<S>                                                          <C>

CURRENT ASSETS

 Cash                                                         $     7,295

  Total Current Assets                                              7,295

  TOTAL ASSETS                                                $     7,295


                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                                             $       178
 Advances from stockholders (Note 4)                               14,385

  Total Current Liabilities                                        14,563

STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock, $0.01 par value, 20,000,000 shares authorized:
  6,315,372 shares issued and outstanding                          63,154
 Additional paid-in capital                                     2,490,224
 Accumulated deficit prior to the development stage            (2,330,609)
 Deficit accumulated during the development stage                (230,037)

  Total Stockholders' Equity (Deficit)                             (7,268)

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        $     7,295

</TABLE>

<PAGE>


                           G/O INTERNATIONAL, INC.
                        (A Development Stage Company)
                    Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                                   From
                                                               Inception on
                                                                January 1,
                                       For the Years Ended       1991 to
                                           December 31,        December 31,
                                      1999             1998        1999

<S>                                   <C>          <C>          <C>

REVENUES

 Sales                                $       -   $     74,500  $  189,425

 Cost of Sales                                -         45,120     124,130

 Gross Profit                                 -         29,380      65,295

EXPENSES

 General and administrative                26,929      163,498     353,561

  Total Expenses                           26,929      163,498     353,561

NET LOSS FROM OPERATIONS                  (26,929)    (134,118)   (288,266)

OTHER INCOME (EXPENSE)

 Interest income                              -            -            58
 Interest expense                             -        (10,880)    (12,772)

  Total Other Income (Expense)                -        (10,880)    (12,714)

MINORITY INTEREST                             -         41,882      70,943

NET LOSS                              $   (26,929)$   (103,116) $ (230,037)

BASIC LOSS PER SHARE                  $     (0.00)$      (0.02)

BASIC WEIGHTED AVERAGE SHARES           6,232,632    6,215,372

</TABLE>

<PAGE>

                        G/O INTERNATIONAL, INC.
                     (A Development Stage Company)
       Consolidated Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>

                                                      Additional
                                      Common Stock     Paid-in     Accumulated
                                   Shares     Amount   Capital       Deficit

<S>                            <C>         <C>        <C>         <C>

Balance, January 1, 1991
 (inception of development
 stage)                           323,866  $   3,239  $ 2,321,441 $(2,330,609)

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

Balance, December 31, 1991        323,866      3,239    2,321,441  (2,330,681)

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

Balance, December 31, 1992        323,866      3,239    2,321,441  (2,332,147)

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

Balance, December 31, 1993        323,866      3,239    2,321,441  (2,333,825)

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

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

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

Balance, December 31, 1994      1,973,866     19,739    2,321,441  (2,358,175)

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

Balance forward                 1,955,372  $  19,554  $ 2,321,626 $(2,358,175)

</TABLE>

<PAGE>


                           G/O INTERNATIONAL, INC.
                        (A Development Stage Company)
    Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

<TABLE>
<CAPTION>
                                                      Additional
                                       Common Stock    Paid-in     Accumulated
                                   Shares      Amount  Capital       Deficit

<S>                             <C>         <C>        <C>        <C>

Balance forward                  1,955,372  $  19,554  $2,321,626 $(2,358,175)

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

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


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

Balance, December 31, 1995       3,985,372     39,854   2,321,626  (2,362,270)

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

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

Liquidating dividend                   -          -        (6,400)        -

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

Balance, December 31, 1996       6,035,372     60,354   2,315,226  (2,387,780)

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

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

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

Balance, December 31, 1997       6,135,372  $  61,354  $2,339,226 $(2,430,601)

</TABLE>

<PAGE>

                           G/O INTERNATIONAL, INC.
                        (A Development Stage Company)
    Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

<TABLE>
<CAPTION>

                                                     Additional
                                   Common Stock       Paid-in      Accumulated
                                Shares      Amount    Capital        Deficit

<S>                           <C>         <C>         <C>         <C>

Balance forward                6,135,372  $   61,354  $ 2,339,226 $(2,430,601)

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

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

Net loss for the year ended
 December 31, 1998                   -           -            -      (103,116)

Balance, December 31, 1998     6,215,372      62,154    2,378,426  (2,533,717)

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

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

Capital recognized from
 subsidiary                          -           -         87,798         -

Net loss for the year ended
 December 31, 1999                   -           -            -       (26,929)

Balance, December 31, 1999     6,315,372  $   63,154  $ 2,490,224 $(2,560,646)

</TABLE>

<PAGE>


                           G/O INTERNATIONAL, INC.
                        (A Development Stage Company)
                    Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                      From
                                                                  Inception on
                                                                   January 1,
                                          For the Years Ended       1991 to
                                             December 31,         December 31,
                                         1999            1998         1999

<S>                                     <C>         <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                               $   26,929) $ (103,116)  $  (230,037)

 Reconciliation of net loss to cash
 provided (used) in operating
 activities: Common stock issued in
 lieu of services rendered and offset
 of advances                                15,000      30,000        77,300

   Amortization expense                        -           -           1,280

   Minority interest                           -       (24,114)      (53,173)

 Change in operating assets and
 liabilities: (Increase) decrease in
 prepaid expenses                              -         1,920         1,920

   Increase (decrease) in accounts
 receivable                                    -          (754)         (754)

   Increase (decrease) in accounts
 payable                                       120      23,830        18,079

   (Increase) decrease in accrued
 expenses                                      -        10,715        10,880

   Increase (decrease) in advances from
    stockholders                               -           -          14,385

    Net Cash Provided (Used) by Operating
     Activities                            (11,809)    (61,519)     (160,120)

CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of investments                       -       (66,200)      (69,400)

 (Increase) decrease of horses                 -           -         (70,700)

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

CASH FLOWS FROM FINANCING ACTIVITIES

 Disposition of cash from Waterbury        (23,025)        -         (23,025)

 Proceeds from notes payable - related
 parties                                       -       140,000       210,000

 Payments on notes payable - related
 parties                                       -           -         (45,000)

 Payment of dividend                           -           -          (6,400)

 Cash from minority shareholders               -           -         101,940

 Cash from sales of stock                   10,000      10,000        70,000

    Net Cash Provided (Used) from
    Financing Activities               $   (13,025) $  150,000   $   307,515

</TABLE>

<PAGE>

                           G/O INTERNATIONAL, INC.
                        (A Development Stage Company)
              Consolidated Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>

                                                                    From
                                                                 Inception on
                                                                  January 1,
                                          For the Years Ended      1991 to
                                             December 31,        December 31,
                                         1999            1998       1999

<S>                                     <C>          <C>          <C>

NET CHANGE IN CASH                      $  (24,834)  $    22,281  $    7,295

CASH AT BEGINNING OF PERIOD                 32,129         9,848         -

CASH AT END OF PERIOD                   $    7,295   $    32,129  $    7,295

CASH PAID FOR:

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

NON-CASH ITEMS

 Common stock issued in lieu of
  services rendered and offset of
  advances                              $      -     $       -    $   32,300
 Common stock returned and canceled     $      -     $       -    $      195
 Capital recognized from Subsidiary     $   87,798           -    $   87,798

</TABLE>

<PAGE>


                           G/O INTERNATIONAL, INC.
                        (A Development Stage Company)
                Notes to the Consolidated Financial Statements
                              December 31, 1999


NOTE 1 -    ORGANIZATION

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

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

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

NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

       Use of Estimates - The preparation of consolidated financial statements
       in conformity with generally accepted accounting principles requires
       management to make estimates and assumptions that affect the reported
       amounts of assets and liabilities and disclosure of contingent assets
       and liabilities at the date of the consolidated financial statements
       and the reported amounts of revenues and expenses during the reporting
       period.  Actual results could differ from those estimates.

<PAGE>

                           G/O INTERNATIONAL, INC.
                        (A Development Stage Company)
                Notes to the Consolidated Financial Statements
                              December 31, 1999


NOTE 2 -    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

NOTE 3 -    BANKRUPTCY FILING

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

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

NOTE 4 -    ADVANCES FROM STOCKHOLDERS

       Stockholders of the Company have advanced funds to the Company to cover
       settlement of bankruptcy obligations and ongoing administrative
       expenses.  The advances bear no interest and are repayable on demand as
       funds become available.  Total advances  amounted to $14,385 at
       December 31, 1999.

NOTE 5 -    CAPITAL TRANSACTIONS

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

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

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

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

<PAGE>


                           G/O INTERNATIONAL, INC.
                        (A Development Stage Company)
                Notes to the Consolidated Financial Statements
                              December 31, 1999


NOTE 5 -    CAPITAL TRANSACTIONS (Continued)

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

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

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

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

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

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

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

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

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

NOTE 6 -    RELATED PARTY TRANSACTIONS

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

<PAGE>


                           G/O INTERNATIONAL, INC.
                        (A Development Stage Company)
                Notes to the Consolidated Financial Statements
                              December 31, 1999


NOTE 7 -    INCOME TAX

       During 1993 the Company adopted Statement of financial Accounting
       Standards No.109 - "Accounting for income Taxes" (SFAS 109).  SFAS 109
       is an asset and liability approach that requires the recognition of
       deferred tax assets and liabilities for the expected future tax
       consequences of events that have been recognized in the Company's
       consolidated financial statements or tax returns.  In estimating future
       tax consequences, SFAS 109 generally considers all expected future
       events other than enactments of changes in the tax law or rates.
       Previously, the Company accounted for income taxes under APB Opinion
       No. 11.  Under SFAS 109, in the year of adoption, previously reported
       results of operations for that year should be restated to reflect the
       effects of applying SFAS 109, and the cumulative effect of adoption on
       prior years' results of operations should be shown in the income
       statement n the year of change it was determined that there was no
       cumulative effect on the prior year earnings.  For tax purposes, the
       Company had available at December 31, 1999, not operating loss ("NOL")
       carry forwards for regular Federal Income Tax purposes of an estimated
       $2,100,000 which are estimated to expire as shown below.  A valuation,
       allowance has been established for estimated tax benefits of the loss
       carry overs which are not expected to be realized.

NOTE 8 -   GOING CONCERN

        The Company has experienced losses totaling $230,037 from inception of
        its development stage.  The Company also has limited assets and
        operating capital with a stockholders' deficit of $7,268 at December
        31, 1999.  In light of these circumstances, the ability of the Company
        to continue as a going concern is substantially in doubt.  The
        consolidated financial statements do not include any adjustments that
        might result from the outcome of this uncertainty.  Management plans
        are to seek another entity that wants to consummate an acquisition by
        allowing the purchasing entity to buy or exchange unissued shares of
        the Company's common stock in order to become a part of a public
        company.  Management believes its plans will provide the Company with
        the ability to continue in existence.  In the interim management has
        committed to meeting its operating expenses.

NOTE 9 -   EQUITY INVESTMENT

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

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

<PAGE>

                            SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                    G/O INTERNATIONAL, INC.


Date: April 17, 2000                By /s/ J. L. Burns
      --------------                   ----------------------
                                       Jack L. Burns, Director
                                        President and Treasurer

          Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:

                                    G/O INTERNATIONAL, INC.


Date: April 17, 2000                By /s/ J. L. Burns
      --------------                   ----------------------
                                        Jack L. Burns, Director
                                        President and Treasurer


Date: 4/17/00                       By  /s/ Michael L. Caswell
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                                        Michael L. Caswell, Director
                                        Vice President and Secretary


Date: 4/17/00                       By /s/ Sam Bono
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                                        Sam Bono, Director