<PAGE>


































<PAGE>




             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, 2000

[ ]  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, 2000
- $104,040.

     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 27, 2001 - $14,456.19.  There are approximately 1,445,619 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:

                           March 27, 2001

                             6,410,969


               DOCUMENTS INCORPORATED BY REFERENCE

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

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

                              PART I

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

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

          On February 10, 1999, the Board of Directors of Waterbury
Resources, Inc. ("Waterbury"), the majority-owned subsidiary of G/O
International, Inc. (the "Company"), resolved to offer 200,000 ordinary
shares, par value $0.0001 per share, to "accredited investors" and/or
"sophisticated investors" pursuant to Rule 504 of the Securities and
Exchange Commission, in consideration of the sum of $0.25 per share, for an
aggregate total of $50,000.  Prior to the offering, there were 1,014,000
outstanding shares of Waterbury's common stock, 513,999 of which were owned by
the Company (approximately 50%), and the remainder of which were owned by
eight foreign corporations organized under the laws of the Cayman Islands,
BWI.  Taking into account the 200,000 shares sold pursuant to the offering,
there were 1,214,000 outstanding shares, and Waterbury was no longer a
majority-owned subsidiary of the Company.  The offering resulted in the
Company's ownership in Waterbury being decreased to approximately 42% of
Waterbury's outstanding voting securities as of December 31, 1999, and
accordingly, Waterbury's operations were not consolidated with the Company's
financial statements for the year ended December 31, 1999.

          During the year ended December 31, 2000, the Company purchased an
additional 200,000 shares of Waterbury's "restricted securities" (common
stock) for $50,000, increasing its ownership in Waterbury to 50.49%;
accordingly, Waterbury's operations are fully consolidated with the Company's
financial statements for the year ended December 31, 2000.

         On July 31, 2000, the Company issued an additional 150,000 shares of
"restricted securities" (common stock) for cash at $0.25 per share.

         On October 29, 2000, the Board of Directors of the Company
unanimously resolved to issue to each director (Jack L. Burns; Michael L.
Caswell; and Sam Bono) 20,000 shares of "restricted securities" (common stock)
as compensation for services rendered and valued at an aggregate total of
$15,000 or $0.25 per share.

          All of the foregoing shares of common stock were issued pursuant to
exemptions from the registration requirements of Section 5 of the Securities
Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(2) or
Regulation S promulgated thereunder.

         For a discussion of the business development of the Company for the
year ended December 31, 1999, see the 10-KSB Annual Report of the
Company for the year then ended, filed April 18, 2000, and incorporated
herein by reference.  See Item 13, Part III.

         On November 15, 2000, Waterbury entered into a Reorganization Plan
and Agreement ("Reorganization Agreement") with Beijing Orient LegendMaker
Software Development Co., a company formed under the laws of the People's
Republic of China ("OLM") and the holders of approximately 65% of the issued
and outstanding capital shares of OLM (the "OLM Majority Shareholders"),
pursuant to which Waterbury had agreed to acquire such OLM Majority
Shareholders' shares for shares of Waterbury. The Reorganization Agreement
contemplated Waterbury acquiring the remaining 35% of the issued and
outstanding shares of OLM from its shareholders, thereby making OLM a
wholly-owned subsidiary of Waterbury (the "Reorganization").  Following the
resolution of various international regulatory concerns to the satisfaction of
the parties' counsel, the Reorganization Agreement was amended on March 9,
2001 (the "First Amendment"), and all of the terms of the Reorganization were
finally agreed upon by the parties.  There are substantial conditions to the
completion of the Reorganization, including the ability of Waterbury to raise
capital of not less than $2,500,000 nor more than $5,000,000 from the sale of
its ordinary shares.  It is also contemplated that the Company will register a
spin-off its holdings in Waterbury to its stockholders, pro rata, as part of
the closing of the Reorganization.  We cannot assure you that we will be able
to satisfy the conditions required to complete the Reorganization.  See the 8-
K Current Report of the Company dated March 9, 2001, which is incorporated
herein by reference.

Business.
---------

          The Company has had no business operations since approximately
December 15, 1989, except those of its majority-owned subsidiary, Waterbury.
Waterbury is engaged in the business of purchasing, training and selling
thoroughbred horses in the United States and Europe.  Horses are purchased and
sold at public auction, some of which are in foal, at various times of their
lives.  The purchase price is largely dependent upon age, training and
pedigree.  All of these activities are conducted through independent
contractors acting of the Company's behalf, and the 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.
---------------------------------------------------------

          The Company is subject to Regulation 14A of the Securities and
Exchange Commission, which regulates proxy solicitations.  Section 14(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires
all companies with securities registered pursuant to Section 12(g) thereof 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 the Company at a special or annual
meeting thereof or pursuant to a written consent will require the Company to
provide its 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 stockholders.

          The Company is also required to file annual reports on Form 10-KSB
and quarterly reports on Form 10-QSB with the 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.

          Beneficial ownership and changes in beneficial ownership of
securities of the Company by directors, executive officers and 10%
stockholders is also required on Forms 3, 4 or 5 of the Securities and
Exchange Commission.

          Management believes that these obligations will increase the
Company's annual legal and accounting costs, but it is expected that assets
will be sufficient to meet these costs; in the event that assets are not
sufficient, it is likely that management will advance funds or that funds
will be raised through the private placement of the Company's securities to
"accredited investors" or "sophisticated investors."  See the heading "Plan of
Operation" of the caption "Management's Discussion and Analysis or Plan of
Operation", Item 6, Part II.

          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 investor's
          financial situation, investment experience
          and investment goals.

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

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

          None; not applicable.

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

          None; not applicable.

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

          None; not applicable.

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

          Other than cash of approximately $73,261 at December 31, 2000, the
Company has no assets or property; the Company's principal executive office
address and telephone number are the business office address and telephone
number of its President, Jack L. Burns, and are provided at no cost.

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

          The 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 the Company.  No director,
executive officer or affiliate of the Company or owner of record or
beneficially of more than five percent of the Company's common stock is a
party adverse to the Company or has a material interest adverse to the
Company in any proceeding.

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

          During the fourth quarter of the calendar year ended December 31,
2000, no matter was submitted to a vote of the Company's security holders,
whether through the solicitation of proxies or otherwise.

                                  PART II

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

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

          There has been no "public market" for shares of the Company's
common stock during the past five years.  On or about September 1, 1995, the
Company 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 the Company's securities will develop.

          The range of high and low bid quotations for the Company's
common stock during the each quarter of the calendar years ended December
31, 1998, 1999 and 2000, is shown below.  Prices are inter-dealer
quotations as reported by the NASD  and do not necessarily reflect
transactions, retail markups, mark downs or commissions.

<TABLE>
<CAPTION>
                             STOCK QUOTATIONS*

                                                  BID

Quarter ended:                          High                Low
--------------                          ----                ---
<S>                                     <C>                 <C>
March 31, 1998                          1                   0.75

June 30, 1998                           1                   0.75

September 30, 1998                      1                   0.75

December 31, 1998                       0.75                0.75

March 31, 1999                          0.75                0.75

June 30, 1999                           0.75                0.625

September 30, 1999                      0.625               0.625

December 31, 1999                       0.625               0.625

March 31, 2000                          0.625               0.625

June 30, 2000                           0.625               0.375

September 30, 2000                      0.375               0.375

December 31, 2000                       0.5625              0.3125
</TABLE>

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

          All outstanding securities of the Company except those sold during
the year ended December 31, 2000, are available for sale under Rule 144 of the
Securities and Exchange Commission.  See the heading "Business Development,"
Item 1, Part II.  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 the Company.

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

Holders.
--------

          The number of record holders of the Company's common stock as of
March 13, 2001, was approximately 765.

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

          The Company has not declared any cash dividends with respect to
its 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 the Company's business.  There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.

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

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

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

          During the next twelve months, the Company's only foreseeable cash
requirements will relate to maintaining its good standing in the State of
Colorado.  Management anticipates that the Company's current cash reserves
of approximately $73,261 will be insufficient to pay for its administrative
expenses for the next 12 months.  In the event that additional funding is
required in order to keep the Company in good standing, it may attempt to
raise such funding through a private placement of its common stock to
"accredited investors" or "sophisticated investors."

          At the present time, management has no plans to offer or sell any
securities of the Company.  However, at such time as the 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 the Company under applicable federal and state laws,
including sales exempt under Regulation S.

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

          Revenues for the calendar years ending December 31, 2000, and
1999, were $104,040 and $0, respectively.

          The Company had a net loss of $26,929 during the year ended December
31, 1999, and a net loss of $475,133 (equal to $0.07 per share loss) for the
year ended December 31, 2000.

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

          During the year ended December 31, 2000, the Company and its
subsidiaries had total expenses of $579,173, while receiving $104,040 in
revenues; the Company received $0 in revenues, with total expenses of
$26,929 during the year ended December 31, 1999.  During the year ended
December 31, 2000, the Company raised $87,500 from the sale of 350,000 shares
of "restricted securities" (common stock).

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

          Consolidated Financial Statements for the year ended
          December 31, 2000

          Independent Auditor's Report

          Consolidated Balance Sheet - December 31, 2000

          Consolidated Statements of Operations for the years
          ended December 31, 2000, and 1999, and from inception
          on January 1, 1991 to December 31, 2000

          Consolidated Statements of Stockholders' Equity (Deficit)
          for the period January 1, 1991 to December 31,
          2000

          Consolidated Statements of Cash Flows for the years
          ended December 31, 2000, and 1999, and from inception
          on January 1, 1991 to December 31, 2000

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

                CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 2000
<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, 2000
and
the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 2000 and 1999 and
from inception of  the development stage (January 1, 1991) to December 31,
2000.  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, 2000 and the consolidated results of their operations and their
cash flows for the years ended December 31, 2000 and 1999 and from inception
of development stage (January 1, 1991) to December 31, 2000 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.


/S/HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
February 26, 2001
<PAGE>
<TABLE>              G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
                    Consolidated Balance Sheet
<CAPTION>
                                                             December 31,
                                                              2000
<S>                                                             <C>
CURRENT ASSETS

 Cash                                                $             73,261

  Total Current Assets                                             73,261

OTHER ASSETS

 Horses (Note 3)                                                   52,500

  Total Other Assets                                               52,500

  TOTAL ASSETS                                       $            125,761


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                                    $             11,289
 Accrued interest                                                  71,488
 Advances from stockholders (Note 5)                               14,385
 Notes payable                                                    408,500

  Total Current Liabilities                                       505,662

STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock, $0.01 par value, 20,000,000 shares authorized:
  6,725,372 shares issued and outstanding                          67,254
 Additional paid-in capital                                     2,588,624
 Accumulated deficit prior to the development stage            (2,330,609)
 Deficit accumulated during the development stage                (705,170)

  Total Stockholders' Equity (Deficit)                           (379,901)

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)         $  125,761
</TABLE>
<TABLE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
              Consolidated Statements of Operations
<CAPTION>
                                                                     From

                                                                Inception on

                                                                 January 1,

                                  For the Years Ended             1991 to

                                      December 31,             December 31,
                                       2000         1999           2000

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

 Sales                        $            104,040 $     -      $  293,465
 Cost of Sales                             117,326       -         241,456

 Gross Profit (Deficit)                    (13,286 )     -          52,009

EXPENSES

 General and administrative                123,155      26,929     476,716

  Total Expenses                           123,155      26,929     476,716

NET LOSS FROM OPERATIONS                  (136,441)    (26,929)   (424,707)

OTHER INCOME (EXPENSE)

 Write-down of goodwill                   (306,761)      -        (306,761)
 Interest income                            -            -              58
 Interest expense                          (31,931)      -         (44,703)

  Total Other Income (Expense)            (338,692)      -        (351,406)

MINORITY INTEREST                           -            -          70,943

NET LOSS                      $           (475,133) $  (26,929) $ (705,170)

BASIC LOSS PER SHARE          $              (0.07) $    (0.00)

BASIC WEIGHTED AVERAGE SHARES            6,472,011   6,232,632
</TABLE>
<TABLE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
    Consolidated Statements of Stockholders' Equity (Deficit)
<CAPTION>
                                                       Additional
                                     Common Stock       Paid-in
Accumulated
                                  Shares       Amount   Capital     Deficit

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

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

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

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

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

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

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

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

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


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


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

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

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


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


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


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

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

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



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


Liquidating dividend                   -         -       (6,400)         -


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

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

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


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


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

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

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


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


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

Balance, December 31, 1998       6,215,372 $  62,154 $2,387,426 $(2,533,717)

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 (unaudited)              350,000     3,500      84,000         -

Issuance of shares for services
on October 29, 2000 at $0.25
per share                           60,000       600      14,400         -

Net loss for the year
ended December 31, 2000                -         -           -
(475,133)

Balance, December 31, 2000       6,725,372  $ 67,254  $2,588,624
$(3,035,779)
</TABLE>
<TABLE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
              Consolidated Statements of Cash Flows
<CAPTION>
                                                                     From

                                                                Inception on

                                                                 January 1,

                                  For the Years Ended             1991 to

                                      December 31,             December 31,
                                       2000         1999           2000

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

   Net loss                          $ (475,133)   $   (26,929)  $(705,170)
   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         15,000      92,300
     Amortization expense                     -              -       1,280
     Minority interest                        -              -     (53,173)
   Change in operating assets and
   liabilities:
     (Increase) decrease in prepaid
     expenses                                 -              -       1,920
     Increase (decrease) in accounts
     receivable                               -              -        (754)
     Increase (decrease) in accounts
     payable                             11,111            120      29,190
     (Increase) decrease in accrued
     expenses                            71,488              -      82,368
     Increase (decrease) in advances
     from stockholders                        -              -      14,385

        Net Cash Provided (Used) by
        Operating Activities           (377,534)       (11,809)   (537,654)

CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of investments                      -              -     (69,400)
 (Increase) decrease of horses          (52,500)             -    (123,200)

        Net Cash Provided (Used) by
        Investing Activities            (52,500)             -    (192,600)

CASH FLOWS FROM FINANCING ACTIVITIES

 Disposition of cash from Waterbury           -        (23,025)    (23,025)
 Proceeds from notes payable -
  related parties                       408,500              -     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                87,500         10,000     157,500

        Net Cash Provided (Used) from
        Financing Activities           $496,000      $ (13,025)  $ 803,515
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
        Consolidated Statements of Cash Flows (Continued)
                                                                     From

                                                                Inception on

                                                                 January 1,

                                  For the Years Ended             1991 to

                                      December 31,             December 31,
                                       2000         1999           2000

<S>                                <C>               <C>         <C>
NET CHANGE IN CASH                 $      65,966  $   (24,834) $ 73,261

CASH AT BEGINNING OF PERIOD                7,295       32,129         -

CASH AT END OF PERIOD              $      73,261  $     7,295  $ 73,261

CASH PAID FOR:

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

NON-CASH ITEMS

Common stock issued in lieu of
services rendered and offset of
advances                           $      15,000  $         -  $ 47,300
Common stock returned and canceled $           -  $         -  $    195
Capital recognized from Subsidiary $           -  $    87,798  $ 87,798
</TABLE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2000 and 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 8).

       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, 2000 and 1999


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       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.

NOTE 3 - INVESTMENT IN THOROUGHBRED HORSES

       The Company's investment in thoroughbred horses are stated at the
       lower of cost or market plus applicable carrying costs.  At December
       31, 2000, the horses were stated at cost.

NOTE 4 - 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 5 - 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, 2000 and 1999.

NOTE 6 - 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.
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                   December 31, 2000 and 1999


NOTE 6 - CAPITAL TRANSACTIONS (Continued)

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

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

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

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

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

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

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

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

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

       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.

       On July 31, 2000, the Company issued 350,000 shares of its common
       stock for $87,500 or $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.
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                      December 31, 2000 and 1999


NOTE 7 - NOTES PAYABLE

                                                              December 31,
                                                                  2000

       Notes payable consisted of the following:

       Note payable to Solar International, Ltd. (a related
        party), dated at various dates, bearing interest at
        8% fixed interest rate, unsecured and due on demand.   $   203,500

       Note payable to Taipei Investments, Ltd. (a related
        party), dated at various dates, bearing interest at
        8% fixed interest rate, unsecured and due on demand.       205,000

             Total notes payable                                   408,500

             Less: current portion                                (408,000)

             Total Long-term Debt                              $         -


       Maturities of long-term debt are as follows:

       Years Ending December 31,

             2001                                              $   408,500
             2002                                                        -
             2003                                                        -
             2004                                                        -
             2005                                                        -
             2006 and thereafter                                         -


             Total                                             $   408,500

NOTE 8 - 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, 2000 and 1999


NOTE 8 - 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 in 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 December 31, 1999, net 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.

       The income tax benefit differs from the amount computed at federal
       statutory rates of approximately 38% as follows:
                                                  For the Years Ended
                                                     December 31,

                                                   2000        1999


       Income tax benefit at statutory rate         $ 180,550  $  10,233
       Change in valuation allowance                 (180,550)   (10,233)

                                                    $       -  $       -

       Deferred tax assets (liabilities) are comprised of the following:

                                                 For the Years Ended
                                                     December 31
                                                   2000        1999

       Income tax benefit at statutory rate         $1,153,596 $ 973,045
       Change in valuation allowance                (1,153,596) (973,045)

                                                    $        - $       -

       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.
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2000 and 1999


NOTE 9 - GOING CONCERN

     The Company has experienced losses totaling $654,152 from inception
     of its development stage.  The Company also has limited assets and
     operating capital with a stockholders' deficit of $379,901 and
     $7,268 at December 31, 2000 and 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 10 - 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.

     As of December 31, 2000, the Company owned 50.49% of Waterbury
     Resources, Inc. due to the purchase of 200,000 shares of common
     stock.  Accordingly, Waterbury is fully consolidated in the December
     31, 2000 financial statements.
<PAGE>

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

          None.

                                 PART III

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

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

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

<TABLE>
<CAPTION>

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

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

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

Sam Bono            Director             7/95               *

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

Business Experience.

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

          Michael L. Caswell,  Vice President, Secretary and Director.  Mr.
Caswell is 53 years of age.  He graduated from Texas A & M University in
1970 with a Bachelor of Science degree in Petroleum Engineering.  He has
been the President of CasKids Operating Company (Houston, Texas) since
August 1983.  CasKids is engaged in the oil and gas business.  Mr. Caswell
is responsible for the engineering, geological engineering and management of
CasKids and the properties it operates.

          Sam Bono, Director. Mr. Bono, age 64, is a graduate of the
University of Florida.  For the last five years, he has been the owner and
sole proprietor of the Direct Sales Company of Houston, Texas, a firm that
specializes in the sale and distribution of industrial supplies.

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

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

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

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

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

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

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

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

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

          Each of the Company's directors (Jack L. Burns; Michael L.
Caswell; and Sam Bono) will file a Form 4 Statement of Changes in Beneficial
Ownership with the Securities and Exchange Commission shortly after the date
of filing of this Report.  These filings will be made in connection with
each person's acquisition of 20,000 shares of "restricted securities" (common
stock) in consideration of services rendered.  See the heading "Business
Development" of the caption Description of Business," Item 1, Part I, and the
Summary Compensation Table, Item 10, Part III.

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

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

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

<TABLE>
<CAPTION>
                         SUMMARY COMPENSATION TABLE

                           Long Term Compensation

                    Annual Compensation   Awards  Payouts

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

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

Jack L.       12/31/98  -0-  -0-  -0-   20000   -0-        -0-  -0-
Burns         12/31/99  -0-  -0-  -0-   20000   -0-        -0-  -0-
Pres.         12/31/00  -0-  -0-  -0-   20000   -0-        -0-  -0-
Treasurer
and Director

Sam Bono      12/31/98  -0-  -0-  -0-   20000   -0-        -0-  -0-
Director      12/31/99  -0-  -0-  -0-   20000   -0-        -0-  -0-
              12/31/00  -0-  -0-  -0-   20000   -0-        -0-  -0-

Michael L.    12/31/98  -0-  -0-  -0-   20000   -0-        -0-  -0-
Caswell       12/31/99  -0-  -0-  -0-   20000   -0-        -0-  -0-
Vice Pres.,   12/31/00  -0-  -0-  -0-   20000   -0-        -0-  -0-
and Director
</TABLE>

(1)   Each of the Company's directors was issued 20,000 shares of "restricted
      securities" (common stock) during the calendar years ended December 31,
      1998, 1999, and 2000, for services rendered during those years, at a
      value of $0.01 per share, during 1998 and 1999, and at $0.25 per share
      during 2000.

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 the Company's Board of Directors, held
October 4, 1995, the Board of Directors unanimously resolved to pay to each
director of the Company 10,000 shares of "restricted securities" (common
stock) valued at $0.01 per share, for each year or partial year of service,
commencing on the date of the resolution.  Effective October 29, 1997, the
Board of Directors resolved to increase the amount of annual compensation to
20,000 shares of "restricted securities" (common stock,), valued
at $0.01 per share. As of the date of this Report, 80,000 "unregistered" and
"restricted" shares have been issued to each of the following directors of
the Company, pursuant to this resolution:  Jack L. Burns; Michael L.
Caswell; and Sam Bono; however, the shares issued during the year ended
December 31, 2000, were valued at $0.25 per share to coincide with the cash
price of other securities sold by the Company at that time.

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 the Company, with
respect to any director or executive officer of the Company which would in
any way result in payments to any such person because of his or her
resignation, retirement or other termination of employment with the Company
or its subsidiaries, any change in control of the Company, or a change in
the person's responsibilities following a change in control of the 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 the Company's common stock as of the date
of this Report:


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

David M. Klausmeyer          11.6%                         780,000
10878 Westheimer, #178
Houston, Texas  77042

David R. Strawn, Esq.        11.6%                         780,000
11440 W. Bernardo Ct., #300
San Diego, California  92127

Charlie Investments, Ltd.    22.9%                       1,537,500
P. O. Box 2097
Grand Cayman
British West Indies

Yankee Investments, Ltd.     22.9%                       1,537,500
P. O. Box 2097
Grand Cayman
British West Indies

Gordian Investments Ltd.      5.3%                         358,750
P. O. Box 923
Grand Cayman
British West Indies

Huggermugger Ltd.             5.3%                         358,750
P. O. Box 923
Grand Cayman
British West Indies

                          _______                          ______

     Totals:                 79.6%                       5,352,500


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

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

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



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


Jack L. Burns                1.5%                          100,350
11849 Wink
Houston, Texas  77024

Michael L. Caswell           1.9%                          130,000(1)
3637 W. Alabama, #400
Houston, Texas  77027

Sam Bono                     1.5%                          100,000
11949 FM 3005, #403
Galveston, Texas  77554      ----                           ------

All directors and executive
officers as a group          4.9%                          330,350
(3 persons)

          (1)  30,000 of these shares are held in the name of M.L. Caswell
               Investments, which is a "doing business as" name of Mr.
               Caswell.

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

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

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

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

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

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

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

Reports on Form 8-K.

          None.

Exhibits*

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

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

8-K Current Report dated March 9, 2001**
          Reorganization Agreement
          First Amendment

          (ii)

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

          None.

          *    Summaries of all exhibits contained within this
               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.


                            SIGNATURES

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

                                    G/O INTERNATIONAL, INC.


Date: 3/27/01                        By/s/Jack 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: 3/27/01                        By/s/Jack L. Burns
      -------------                     ----------------------
                                        Jack L. Burns, Director
                                        President and Treasurer



Date: 3/27/01                        By/s/Michael L. Caswell
      ------------                      ----------------------
                                        Michael L. Caswell, Director
                                        Vice President and Secretary


Date: 3/27/01                        By/s/Sam Bono
      ------------                      ----------------------
                                        Sam Bono, Director