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, 2004

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the transition period from _____________ to ____________

                   Commission File No. 000-24688


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

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

                     874 Strey Lane, Apt. 561
                      Houston, Texas  77024
                      ---------------------
             (Address of Principal Executive Offices)

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

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

     Check whether the Company (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 Company's revenues for its most recent fiscal year:   December 31,
2004- $0.

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

     April 12, 2005 - $17,000.22.  There are approximately 1,700,022 shares
of common voting stock of our Company held by non-affiliates.  During the
past two years, there has been no "established public market" for shares of
our common voting stock, so we have arbitrarily valued these shares based on
$0.01 par value per share.

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

     Check whether the issuer has filed all documents and report required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.   Yes    No
                                                      ---   ---

     Not applicable.

                  (APPLICABLE ONLY TO CORPORATE ISSUERS)

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

     April 12, 2005: 8,590,372 shares.

                   DOCUMENTS INCORPORATED BY REFERENCE

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

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

                              PART I

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

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

          For a discussion of the business development of our Company for the
years ended December 31, 2003, 2002, 2001 and 2000, see our 10-KSB Annual
Reports for the years then ended, filed April 14, 2004, filed March 31, 2003,
filed April 15, 2002 and filed March 30, 2001, respectively, and incorporated
herein by reference.  See Part III, Item 13.

Business.
---------

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

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

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

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

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

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

          None; not applicable.

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

          None; not applicable.

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

          None; not applicable.
<PAGE>                          2
Effects of Existing or Probable Governmental Regulations.
---------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

          Rule 15g-9 of the Securities and Exchange Commission requires
broker/dealers in penny stocks to approve the account of any investor for
transactions in these stocks before selling any penny stock to that investor.
<PAGE>                          3
          This procedure requires the broker/dealer to:

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

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

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

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

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

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

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

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

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

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

          The Securities and Exchange Commission, state securities commissions
and the North American Securities Administrators Association, Inc. ("NASAA")
have expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets.
<PAGE>                          4
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 $511 at December 31, 2004, we
have no assets or property; our Company's principal executive office address
and telephone number are the business office address and telephone number of
its President, Jack L. Burns, and are provided at no cost because of their
nominal use.

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

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

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

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

                                  PART II

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

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

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

          The range of high and low bid quotations for our Company's common
stock during each quarter of the calendar years ended December 31, 2003 and
2004, 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.
<PAGE>                          5
                             STOCK QUOTATIONS*

                                                  BID

Quarter ended:                          High                Low
--------------                          ----                ---
March 31, 2003                          0.52                0.41

June 30, 2003                           0.41                0.20

September 30, 2003                      0.20                0.20

December 31, 2003                       0.20                0.20

March 31, 2004                          0.20                0.20

June 30, 2004                           0.20                0.18

September 30, 2004                      0.18                0.15

December 31, 2004                       0.17                0.17

Holders.
--------

          The number of record holders of our Company's common stock as of
April 12, 2005, was approximately 768.

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

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

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

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

     Common Stock
     ------------
                       Date              Number of           Aggregate
     Name            Acquired             Shares           Consideration
     ----            --------            ---------         -------------
Shares for cash      04/10/03             60,000             $ 6,000

Directors            10/15/03             60,000             Services valued
                                                             at $0.10

Shares for cash      11/05/03             60,000             $ 6,000

Directors            10/15/04             60,000             Services valued
                                                             at $0.10
<PAGE>                          6
          All outstanding securities of our Company except those sold during
the year ended December 31, 2004, are available for sale under Rule 144 of the
Securities and Exchange Commission.  Future sales of any of these "restricted
securities" or any securities that may be issued in the future may have an
adverse effect on any public market that may develop in the common stock of
our Company.

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

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

          We have not adopted any Equity Compensation Plans.

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

          There were no proceeds received during the calendar year ended
December 31, 2004, for the sale of registered securities.

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

          There were no purchases of our equity securities by us or any
affiliated purchasers during the calendar year ended December 31, 2004.

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

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

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

          During the year ended December 31, 2004, our Company and its
subsidiaries had total expenses of $62,317 while receiving $0 in revenues for
a loss of $(62,317); our Company received $0 in revenues, with total expenses
of $78,915 during the year ended December 31, 2003, for a loss of ($78,915).

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

          During the next twelve months, our Company's only foreseeable cash
requirements will relate to maintaining our good standing in the State of
Colorado.  Management anticipates that our Company's current cash reserves
of approximately $511 will be insufficient to pay for our administrative
expenses for the next 12 months.  In the event that additional funding is
required in order to keep our Company in good standing, we may attempt to
raise such funding through a private placement of its common stock to
"accredited investors" or "sophisticated investors."

          At the present time, management has no plans to offer or sell any
securities of our Company.  However, at such time as our Company may decide
to engage in such activities, management may use any legal means of
conducting such offer or sale, including registration with the appropriate
federal and state regulatory agencies and any registration exemptions that
may be available to our Company under applicable federal and state laws,
including sales exempt under Regulation S. $6,000 was received from the sale
of our equity securities during calendar 2003.

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

<PAGE>                          7
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)

                CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 2004
<PAGE>
                             CONTENTS



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

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

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

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

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

Notes to the Consolidated Financial Statements . . . . . . . . F-13
<PAGE>






     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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

We have audited the accompanying consolidated balance sheet of G/O
International, Inc. and Subsidiary (a development stage company) as of
December 31, 2004, and the related statements of operations, stockholders'
equity (deficit) and cash flows for the years ended December 31, 2004 and 2003
and from inception of the development stage (January 1, 1991) to December 31,
2004.  These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of G/O
International, Inc. and Subsidiary (a development stage company) as of
December 31, 2004 and 2003 and from inception of the development stage
(January 1, 1991) to December 31, 2004 and the results of their operations and
their cash flows for the years then ended, in conformity with United States
generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 9 to
the consolidated financial statements, the Company has suffered recurring
losses from operations and has a working capital deficit that raises
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to those matters are also described in Note 9 to
the consolidated financial statements.  The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

/s/HJ & Associates
HJ & Associates, LLC
Salt Lake City, Utah
April 6, 2005
<PAGE>

              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
                    Consolidated Balance Sheet
                       December 31, 2004

                            ASSETS

CURRENT ASSETS

 Cash                                                        $        511
                                                             ------------
  Total Current Assets                                                511
                                                             ------------
  TOTAL ASSETS                                               $        511
                                                             ============

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                                            $     74,000
 Accrued interest-accounts payable                                  4,762
 Notes payable (Note 6)                                           408,500
 Accrued interest-notes payable (Note 6)                          202,297
 Advances from stockholders (Note 4)                               14,385
 Accrued interest-advances from stockholders (Note 4)               3,637
                                                             ------------
  Total Current Liabilities                                       707,581
                                                             ------------
STOCKHOLDERS' EQUITY (DEFICIT)
 Preferred stock, $0.01 par value, 5,000,000 shares authorized;
  None issued and outstanding                                           -
 Common stock, $0.01 par value, 50,000,000 shares authorized:
  8,590,372 shares issued and outstanding                          85,904
 Additional paid-in capital                                     2,631,474
 Accumulated deficit prior to the development stage            (2,330,609)
 Deficit accumulated during the development stage              (1,093,839)
                                                             ------------
  Total Stockholders' Equity (Deficit)                           (707,070)
                                                             ------------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)       $        511
                                                             ============

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

                                                                    From
                                                                Inception of
                                                              the Development
                                                                  Stage on
                                                                 January 1,
                                      For the Years Ended          1991 to
                                          December 31,           December 31,
                                       2002         2003             2004
REVENUES

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

 General and administrative                 25,933      42,601     693,177
                                         ---------  ----------   ---------
  Total Expenses                            25,933      42,601     693,177
                                         ---------  ----------   ---------
LOSS FROM OPERATIONS                       (25,933)    (42,601)   (674,168)
                                         ---------  ----------   ---------
OTHER INCOME (EXPENSE)

 Write-down of goodwill                        -         -        (306,761)
 Interest income                               -         -              58
 Interest expense                          (36,384)    (36,314)   (183,911)
                                         ---------  ----------   ---------
  Total Other Income (Expense)             (36,384)    (36,314)   (490,614)
                                         ---------  ----------   ---------
LOSS BEFORE MINORITY INTEREST              (62,317)    (78,915) (1,164,782)
                                         ---------  ----------   ---------
MINORITY INTEREST                                -           -      70,943
                                         ---------  ----------   ---------
NET LOSS                                 $ (62,317) $  (78,915)$(1,093,839)
                                         =========  ==========   =========
BASIC LOSS PER SHARE                     $   (0.01) $    (0.01)
                                         =========  ==========
BASIC WEIGHTED AVERAGE SHARES            8,545,372   8,318,852
                                         =========  ==========

The accompanying notes are an integral part of these consolidated financial
statements.
                                F-5
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Liquidating dividend                   -         -       (6,400)         -

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

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

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

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

The accompanying notes are an integral part of these consolidated financial
statements.
                                F-7
<PAGE>

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

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

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

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

Net loss for the year ended
 December 31, 1998                     -         -          -      (103,116)
                                 ---------  -------- ---------- -----------
Balance, December 31, 1998       6,215,372 $  62,154 $2,387,426 $(2,533,717)

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

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

Capital recognized from subsidiary     -         -        87,798         -

Net loss for the year ended
 December 31, 1999                     -         -            -      (26,929)
                                 ---------   -------  ---------- -----------
Balance, December 31, 1999       6,315,372    63,154   2,490,224  (2,560,646)

Issuance of shares for cash on
July 31, 2000 at $0.25
per share                          350,000     3,500      84,000         -

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

Net loss for the year
ended December 31, 2000                -         -           -      (475,133)
                                 ---------  --------  ---------- -----------
Balance, December 31, 2000       6,725,372  $ 67,254  $2,588,624 $(3,035,779)
                                 ---------  --------  ---------- -----------
Issuance of shares for services
on October 29, 2001 at $0.35 per
share                               60,000       600     20,400
                                 ---------  --------  ---------- -----------
Balance forward                  6,785,372    67,854  2,609,024  $(3,035,779)
                                 ---------  --------  ---------- -----------


The accompanying notes are an integral part of these consolidated financial
statements.
                                F-8
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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


The accompanying notes are an integral part of these consolidated financial
statements.
                              F-9
<PAGE>

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

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

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

Net loss for the year ended
December 31, 2004                        -         -          -      (62,317)
                                 ---------  -------- ----------  -----------
Balance, December 31, 2004       8,590,372  $ 85,904 $2,631,474  $(3,424,448)
                                 =========  ======== ==========  ===========
Deficit accumulated prior to the development stage               $(2,330,609)
Deficit accumulated during the development stage                  (1,093,839)
                                                                 -----------
Total Accumulated Deficit                                        $(3,424,448)
                                                                 ===========
The accompanying notes are an integral part of these consolidated financial
statements.
                              F-10
<PAGE>

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

                                                             From Inception of
                                                              the Development
                                                                 Stage on
                                                                 January 1,
                                       For the Years Ended        1991 to
                                          December 31,          December 31,
                                       2004         2003           2004
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                          $  (62,317)   $   (78,915)$(1,093,839)
   Reconciliation of net loss to cash
   used in operating activities:
     Common stock issued in lieu of
     services rendered and offset of
     advances                             6,000          6,000     131,300
     Amortization expense                     -              -       1,280
     Minority interest                        -              -     (53,173)
   Change in operating assets and
   liabilities:
     Decrease in prepaid expenses             -              -       1,920
     (Increase) decrease in accounts
     receivable                               -              -        (754)
     Increase in accounts payable        16,608         24,953      91,901
     Increase in accrued expenses        36,384         36,314     221,576
     Increase in advances from
      stockholders                            -              -      14,385
                                      ---------      ---------   ---------
        Net Cash Used by
        Operating Activities             (3,325)       (11,648)   (685,404)
                                      ---------      ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES

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

 Disposition of cash from Waterbury           -              -     (23,025)
 Proceeds from notes payable -
  related parties                             -              -     618,500
 Payments on notes payable - related
  parties                                     -              -     (45,000)
 Payment of dividend                          -              -      (6,400)
 Cash from minority shareholders              -              -     101,940
 Cash from sales of stock                     -         12,000     180,000
                                       --------      ---------   ---------
        Net Cash Provided by
        Financing Activities           $      -      $  12,000   $ 826,015
                                       --------      ---------   ---------

The accompanying notes are an integral part of these consolidated financial
statements.
                                F-11
<PAGE>

               G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
        Consolidated Statements of Cash Flows (Continued)
                                                             From Inception of
                                                              the Development
                                                                  Stage on
                                                                 January 1,
                                      For the Years Ended         1991 to
                                          December 31,          December 31,
                                       2004         2003           2004
NET CHANGE IN CASH                 $      (3,325)  $       352 $    511

CASH AT BEGINNING OF PERIOD                3,836         3,484        -
                                   -------------   ----------- --------
CASH AT END OF PERIOD              $         511   $     3,836 $    511
                                   =============   =========== ========
CASH PAID FOR:

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

NON-CASH ITEMS

Common stock issued in lieu of
services rendered and offset of
advances                           $       6,000  $     6,000  $131,300
Common stock returned and canceled $           -  $         -  $    195
Capital recognized from Subsidiary $           -  $         -  $ 87,798

The accompanying notes are an integral part of these consolidated financial
statements.
                                F-12
<PAGE>
                G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 1 -  ORGANIZATION

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

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

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

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.  Basic Loss Per Share

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

                                    Loss          Shares        Per Share
                                (Numerator)   (Denominator)      Amount

      For the year ended
      December 31, 2003          $(78,915)      8,318,852       $  (0.01)

      For the year ended
      December 31, 2004          $(62,317)      8,545,372       $  (0.01)


                                F-13
<PAGE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      b.  Use of Estimates

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

      c. Principles of Consolidation

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

      d. Accounting Method

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

      e. Newly Issued Accounting Pronouncements

      On December 16, 2004 the FASB issued SFAS No. 123, Share-Based
      Payment, which is an amendment to SFAS No. 123, Accounting for Stock-
      Based Compensation.  This new standard eliminates the ability to
      account for share-based compensation transactions using Accounting
      Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
      to Employees, and generally requires such transactions to be
      accounted for using a fair-value-based method and the resulting cost
      recognized in our financial statements.  This new standard is
      effective for awards that are granted, modified or settled in cash in
      interim and annual periods beginning after June 15, 2005.  In
      addition, this new standard will apply to unvested options granted
      prior to the effective date.  We will adopt this new standard
      effective for the fourth fiscal quarter of 2005, and have not yet
      determined what impact this standard will have on our financial
      position or results of operations.

                                F-14
<PAGE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      e.  Newly Issued Accounting Pronouncements (Continued)

      In November 2004, the FASB issued SFAS No. 151, Inventory Costs - an
      amendment of ARB No. 43, Chapter 4. This Statement amends the
      guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
      the accounting for abnormal amounts of idle facility expense,
      freight, handling costs, and wasted material (spoilage). Paragraph 5
      of ARB 43, Chapter 4, previously stated that ". . . under some
      circumstances, items such as idle facility expense, excessive
      spoilage, double freight, and rehandling costs may be so abnormal as
      to require treatment as current period charges. . . ." This Statement
      requires that those items be recognized as current-period charges
      regardless of whether they meet the criterion of "so abnormal." In
      addition, this Statement requires that allocation of fixed production
      overheads to the costs of conversion be based on the normal capacity
      of the production facilities. This statement is effective for
      inventory costs incurred during fiscal years beginning after June 15,
      2005. Management does not believe the adoption of this Statement will
      have any immediate material impact on the Company.

      In December 2004, the FASB issued SFAS No. 152, Accounting for Real
      Estate Time-sharing Transactions, which amends FASB statement No. 66,
      Accounting for Sales of Real Estate, to reference the financial
      accounting and reporting guidance for real estate time-sharing
      transactions that is provided in AICPA Statement of Position (SOP)
      04-2, Accounting for Real Estate Time-Sharing Transactions. This
      statement also amends FASB Statement No. 67, Accounting for Costs and
      Initial Rental Operations of Real Estate Projects, to state that the
      guidance for (a) incidental operations and (b) costs incurred to sell
      real estate projects does not apply to real estate time-sharing
      transactions. The accounting for those operations and costs is
      subject to the guidance in SOP 04-2. This Statement is effective for
      financial statements for fiscal years beginning after June 15, 2005.
      Management believes the adoption of this Statement will have no
      impact on the financial statements of the Company.

      In December 2004, the FASB issued SFAS No.153, Exchange of
      Nonmonetary Assets. This Statement addresses the measurement of
      exchanges of nonmonetary assets. The guidance in APB Opinion No. 29,
      Accounting for Nonmonetary Transactions, is based on the principle
      that exchanges of nonmonetary assets should be measured based on the
      fair value of the assets exchanged. The guidance in that Opinion,
      however, included certain exceptions to that principle. This
      Statement amends Opinion 29 to eliminate the exception for
      nonmonetary exchanges of similar productive assets and replaces it
      with a general exception for exchanges of nonmonetary assets that do
      not have commercial substance. A nonmonetary exchange has commercial
      substance if the future cash flows of the entity are expected to
      change significantly as a result of the exchange. This Statement is
      effective for financial statements for fiscal years beginning after
      June 15, 2005. Earlier application is permitted for nonmonetary asset
      exchanges incurred during fiscal years beginning after the date of
      this statement is issued.  Management believes the adoption of this
      Statement will have no impact on the financial statements of the
      Company.

                                F-15
<PAGE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

      e. Newly Issued Accounting Pronouncements (Continued)

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

NOTE 3 - BANKRUPTCY FILING

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

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

NOTE 4 - ADVANCES FROM STOCKHOLDERS

      Stockholders of the Company have advanced funds to the Company to
      cover settlement of bankruptcy obligations and ongoing administrative
      expenses.  The advances bear interest at a rate of 8.0 % per annum,
      and are repayable on demand as funds become available.  Total
      advances amounted to $14,385 at December 31, 2004, and related
      accrued interest amounted to $3,637.

NOTE 5 - CAPITAL TRANSACTIONS

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

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

                                F-16
<PAGE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
         Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 5 - CAPITAL TRANSACTIONS (Continued)

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                F-17
<PAGE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
         Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 5 - CAPITAL TRANSACTIONS (Continued)

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

      In April 2002, the Company issued 75,000 shares of common stock for
      cash at $0.10 per share.

      In October 2002, the Company elected to issue 60,000 shares to
      certain directors in exchange for services rendered at $0.10 per
      share.

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

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

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

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

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

                                F-18
<PAGE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
         Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 6 - NOTES PAYABLE
                                                             December 31,
                                                              2004

      Notes payable consisted of the following:

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

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

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

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

      Accrued interest payable associated with these notes was $202,297 at
      December 31, 2004.

NOTE 7 - RELATED PARTY TRANSACTIONS

      During the year ended December 31, 2004, the Company issued 60,000
      shares of common stock to related parties as consideration for
      services rendered.  The shares were valued at $0.10 per shares, for a
      total compensation expense of $6,000.

      At 12/31/04 the Company's subsidiary had two outstanding loans
      totaling $408,500, plus $202,298 in accrued interest. A director of
      Waterbury, the subsidiary of the Company, has management control over
      both Waterbury and the note holder.

                                F-19
<PAGE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
         Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 8 - INCOME TAX

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

      Net deferred tax assets consist of the following components as of
      December 31, 2004 and 2003:
                                                  2004          2003

        Deferred tax assets:
           NOL Carryover                        $162,500       $158,500

        Deferred tax liabilities:                      -              -

        Valuation allowance                     (162,500)      (158,500)
                                               ---------      ---------
        Net deferred tax asset                 $       -      $       -
                                               =========      =========


      The income tax provision differs from the amount of income tax
      determined by applying the U.S. federal and state income tax rates of
      39% to pretax income from continuing operations for the years ended
      December 31, 2004 and 2003 due to the following:

                                                  2004           2003

      Book income                              $ (24,304)     $ (30,740)
      Stock for services/options expense           2,340          2,340
      Valuation allowance                         21,964         28,400
                                               ---------      ---------
                                               $       -      $       -
                                               =========      =========

     At December 31, 2004, the Company had net operating loss
     carryforwards of approximately $400,000 that may be offset against
     future taxable income from the year 2003 through 2024.  No tax
     benefit has been reported in the December 31, 2004 financial
     statements since the potential tax benefit is offset by a valuation
     allowance of the same amount.

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

                                F-20
<PAGE>
              G/O INTERNATIONAL, INC. AND SUBSIDIARY
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2004 and 2003

NOTE 9 - GOING CONCERN

     The Company has experienced losses totaling $1,093,839 from the
     inception of its development stage.  The Company also has limited
     assets and operating capital with a stockholders  deficit of $707,070
     at December 31, 2004.  In light of these circumstances, the ability
     of the Company to continue as a going concern is substantially in
     doubt. The consolidated financial statements do not include any
     adjustments that might result from the outcome of this uncertainty.

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

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

NOTE 10 - EQUITY INVESTMENT

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

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

     As of December 31, 2004 and 2003, the Company owned 50.49% of
     Waterbury Resources, Inc. due to its purchase of 200,000 shares of
     Waterbury's common stock.  Accordingly, Waterbury is fully
     consolidated in the December 31, 2004 consolidated financial
     statements.
                                F-21
<PAGE>
Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

          None; not applicable.

Item 8(a). Controls and Procedures.
           ------------------------

     As of the end of the period covered by this Annual Report, we carried out
an evaluation, under the supervision and with the participation of our
President and Secretary, of the effectiveness of our disclosure controls and
procedures.  Based on this evaluation, our President and Secretary concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information required to be included in our periodic
Securities and Exchange Commission reports.  It should be noted that the
design of any system of controls is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote.  In addition, we reviewed our internal
controls over financial reporting, and there have been no changes in our
internal controls or in other factors in the last fiscal quarter that has
materially affected or is reasonably likely to materially affect our internal
control over financial reporting.

Item 8(b).  Other Information.
------------------------------

     None.

                                 PART III

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

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

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


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

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             6/03

          *    These persons presently serve in the capacities indicated.
<PAGE>                          8
Business Experience.
--------------------

          Jack L. Burns, President, Treasurer and Director.  Mr. Burns, age
75, 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 57 years of age.  He graduated from Texas A & M University in
1970 with a Bachelor of Science degree in Petroleum Engineering.  He has
been the President of CasKids Operating Company (Houston, Texas) since
August 1983.  CasKids is engaged in the oil and gas business.  Mr. Caswell
is responsible for the engineering, geological engineering and management of
CasKids and the properties it operates.

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

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

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

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

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

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

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

          (4)  Was found by a court of competent jurisdiction in a civil
               action or by the Securities and Exchange Commission or the
               Commodity Futures Trading Commission to have violated any
               federal or state securities or commodities law, and the
               judgment has not been reversed, suspended, or
               vacated.
<PAGE>                          9
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------

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

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

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

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

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

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

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

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

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

<TABLE>
<CAPTION>
                         SUMMARY COMPENSATION TABLE

                           Long Term Compensation

                    Annual Compensation   Awards  Payouts

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

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

Jack L.       12/31/02  -0-  -0-  -0-   20000   -0-        -0-  -0-
Burns         12/31/03  -0-  -0-  -0-   40000   -0-        -0-  -0-
Pres.         12/31/04  -0-  -0-  -0-   40000   -0-        -0-  -0-
Treasurer
and Director

Michael L.    12/31/02  -0-  -0-  -0-   20000   -0-        -0-  -0-
Caswell       12/31/03  -0-  -0-  -0-   20000   -0-        -0-  -0-
Vice Pres.,   12/31/04  -0-  -0-  -0-   20000   -0-        -0-  -0-
and Director
</TABLE>
<PAGE>                          10
(1)   Each of our Company's directors was issued 20,000 shares of "restricted
      securities" (common stock) during the calendar years ended December 31,
      2003, 2002, 2001, and 2000, for services rendered during those years,
      with the exception of Jack L. Burns, who was issued 40,000 shares in
      2004 and 2003, at a value of $0.10, $0.10, $0.35, $0.25 per share,
      respectively.

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

          None.

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

          None.

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

          None; not applicable.

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

          None.

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

          At a special meeting of our Company's Board of Directors, held
October 4, 1995, the Board of Directors unanimously resolved to pay to each
director of our Company 10,000 shares of "restricted securities" (common
stock) valued at $0.01 per share, for each year or partial year of service,
commencing on the date of the resolution.  Effective October 29, 1997, the
Board of Directors resolved to increase the amount of annual compensation to
20,000 shares of "restricted securities" (common stock,), valued at $0.01 per
share. As of the date of this Annual Report, 160,000 "unregistered" and
"restricted" shares have been issued to each of the following directors of our
Company, pursuant to this resolution:  Jack L. Burns; Michael L. Caswell; and
Sam Bono; however, Mr. Burn's compensation was increased to 40,000 shares per
year for calendar years commencing in 2003.  The shares issued during the
years ended December 31, 2000, were valued at $0.25 per share to coincide with
the cash price of other securities sold by our Company at that time.  The
shares issued during the years ended December 31, 2001, were valued at $0.35
per share; and the shares issued during the year ended December 31, 2004, 2003
and 2002 were valued at $0.10.

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

          None.

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

         There are no employment contracts, compensatory plans or
arrangements, including payments to be received from our Company, with
respect to any director or executive officer of our Company which would in
<PAGE>                          11
any way result in payments to any such person because of his resignation,
retirement or other termination of employment with our Company or its
subsidiaries, any change in control of our Company, or a change in the
person's responsibilities following a change in control of our Company.

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

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


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

David M. Klausmeyer           9.95%                          855,000
10878 Westheimer, #178
Houston, Texas  77042

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

Charlie Investments, Ltd.    17.90%                        1,537,500
P. O. Box 2097
Grand Cayman
British West Indies

Yankee Investments, Ltd.     17.90%                        1,537,500
P. O. Box 2097
Grand Cayman
British West Indies

George R. Jarkesy            19.50%                        1,675,000
5902 Havenwoods Dr.
Houston, Texas 77066

                             ------                       ----------
     Totals:                 75.20%                        6,460,000


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

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

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


<PAGE>                          12
                          Percentage                     Number
Name and Address           of Class            of Shares Beneficially Owned*
----------------           --------            -----------------------------
Jack L. Burns                2.57%                          220,350
11849 Wink
Houston, Texas  77024

Michael L. Caswell           2.24%                          210,000(1)
3637 W. Alabama, #400
Houston, Texas  77027
                            ------                          -------
All directors and executive
officers as a group          5.01%                           430,350
(2 persons)

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

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

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

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

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

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

          At December 31, 2004, the Company's subsidiary had two outstanding
loans totaling $408,500, plus $202,298 in accrued interest. A director of
Waterbury, the subsidiary of the Company, has management control over both
Waterbury and the note holder.

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

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

          There have been no material transactions, series of similar
transactions or currently proposed transactions, to which our Company or any
of our subsidiaries was or is to be a party, in which the amount involved
exceeds $60,000 and in which any director or executive officer, or any
security holder who is known to our Company to own of record or beneficially
more than five percent of our Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
<PAGE>                          13
Indebtedness of Management.
---------------------------

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

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

         None; not applicable.

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

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

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

Reports on Form 8-K.

        None.

Exhibits*

          (i)
                                          Where Incorporated
                                         in this Annual Report
                                         ---------------------
Annual Report on Form 10-KSB for the      Parts I, II and III
calendar year ended December 31, 2000**

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

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

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

          (ii)

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

 21            Subsidiaries

 31            302 Certification of Jack L. Burns

 32            906 Certification
<PAGE>                          14
          *    Summaries of all exhibits contained within this Annual
               Report are modified in their entirety by reference
               to these Exhibits.

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

Item 14.  Principal Accountant Fees and Services.
          ---------------------------------------

     The following is a summary of the fees billed to us by our principal
accountants during the calendar years ended December 31, 2004, and 2003:


     Fee category                      2004           2003
     ------------                      ----           ----

     Audit fees                        $7,200         $8,225

     Audit-related fees                $    0         $    0

     Tax fees                          $  295         $    0

     All other fees                    $    0         $    0
                                       ------         ------
     Total fees                        $7,495         $8,225


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

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

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

     All other fees.  Consists of fees for products and services provided by
our principal accountants, other than the services reported under "Audit
fees," "Audit-related fees" and "Tax fees" above.
<PAGE>                          15
                            SIGNATURES

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

                                    G/O INTERNATIONAL, INC.


Date: 4/14/2005                     By/s/Jack L. Burns
      ------------                      ----------------------
                                        Jack L. Burns, Director
                                        President and Treasurer


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

                                    G/O INTERNATIONAL, INC.


Date: 4/14/2005                     By/s/Jack L. Burns
      ------------                      ----------------------
                                        Jack L. Burns, Director
                                        President and Treasurer



Date: 4/14/2005                     By/s/Michael L. Caswell
      ------------                      ----------------------
                                        Michael L. Caswell, Director
                                        Vice President and Secretary

<PAGE>                          16