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, 2001

[ ]  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
               ---      ---                  ---      ---
                                1
<PAGE>
     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, 2001
- $12,300.

     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 1, 2002 - $19,503.  There are approximately 1,950,372 shares
of common voting stock of the Company held by non-affiliates.  During the
past two years there has been no "established public market" for shares of
common voting stock of the Company, so the Company has arbitrarily valued
these shares based on $0.01 par value per share.

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

                             N/A

             (APPLICABLE ONLY TO CORPORATE ISSUERS)

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

                           April 1, 2002

                             8,185,372


               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
                                                ---    ---
                                2
<PAGE>

                              PART I

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

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

        On February 20, 2002, the Company entered into a Memorandum of
Understanding with PDH International, Inc., a Georgia corporation ("PDH"), and
the holders of approximately 70% of the issued and outstanding shares of PDH
(the "PDH Majority Shareholders"), pursuant to which the Company agreed to
acquire the shares of the PDH Majority Shareholders in exchange for shares of
the Company.  The Company intends to acquire the remaining 30% of the
issued and outstanding shares of PDH from its respective shareholders, thereby
making PDH a wholly-owned subsidiary of the Company (the "Reorganization").
For more information on this Memorandum of Understanding, see the 8-K Current
Report dated February 20, 2002 and filed March 6, 2002 and which are
incorporated herein by reference.  See Item 13, Part III.

         For a discussion of the business development of the Company for the
years ended December 31, 2000 and 1999, see the 10-KSB Annual Reports of the
Company for the years then ended, filed April 18, 2000, and March 30, 2001,
respectively, and incorporated herein by reference.  See Item 13, Part III.

Business.
---------

          The Company has had no business operations since approximately
December 15, 1989, except those of its majority-owned subsidiary, Waterbury
Resources, Inc. ("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.
                                3
<PAGE>
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.
                                4
<PAGE>
          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.
                                5
<PAGE>
Research and Development Expenses.
----------------------------------

          None; not applicable.

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

          None; not applicable.

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

          Other than cash of approximately $1,719 at December 31, 2001, 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,
2001, 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 "established 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, 1999, 2000 and 2001, is shown below.  Prices are inter-dealer
                                6
<PAGE>
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, 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

March 31, 2001                          0.4375              0.40625

June 30, 2001                           0.51                0.32

September 30, 2001                      0.32                0.32

December 31, 2001                       0.32                0.32
</TABLE>

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

          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.


Name                   Number of Shares        Date            Consideration
----                   ----------------        ----            -------------

Officers and directors      60,000             10/29/99         Services

various subscribers(1)      40,000             10/29/99         $ 10,000

2 subscribers under Rule
506                        350,000              7/31/00         $87,500

Officers and directors      60,000             10/29/00         Services
                                7
<PAGE>
Officers and directors      60,000             10/29/01         Services

George Jarkesy           1,400,000              12/4/01(2)      Exchange of
                                                                200,000
                                                                warrants
                                                                valued at
                                                                $50,000

     (1)  The following are the subscribers:  Yankee Investments Ltd., 15,000
shares; Charlie Investments Ltd., 15,000 shares; Gordian Investments Ltd.,
3,500 shares; Huggermugger Limited, 3,500 shares; Cicero Cinzano Ltd., 2000
shares; Fairweather Securities Ltd., 500 shares; Q-Marq Securities Ltd., 500
shares.

     (2)  These shares were acquired in exchange for other securities of the
Company that were issued on July 1, 2000, and therefore, the holder is allowed
to "tack" his holding period to the holding period of the prior securities;
accordingly, these securities are currently re-saleable under Rule 144.

          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 8, 2002, was approximately 766.

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 $1,719 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
                                8
<PAGE>
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, 2001, and
2000, were $12,300 and $104,040, respectively.

          The Company had a net loss of $171,130 during the year ended
December 31, 2001, 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, 2001, the Company and its
subsidiaries had total expenses of $101,700, while receiving $12,300 in
revenues; the Company received $104,040 in revenues, with total expenses of
$123,155 during the year ended December 31, 2000.  During the year ended
December 31, 2000, the Company raised $87,500 from the sale of 350,000 shares
of "restricted securities" (common stock).

          The Company has authorized a limited offering of 300,000 shares of
"restricted securities" of the Company's common stock at a price of $0.10 per
share.  The offer and sale of these securities is limited to "accredited
investors," or "sophisticated investors."  The Company's President, Jack L.
Burns, is authorized to solicit the offer and sale of these securities.  As of
the date of this Report, no shares have been sold.

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

          Consolidated Financial Statements for the year ended
          December 31, 2001

          Independent Auditor's Report

          Consolidated Balance Sheet - December 31, 2001

          Consolidated Statements of Operations for the years
          ended December 31, 2001, and 2000, and from inception
          on January 1, 1991 to December 31, 2001

          Consolidated Statements of Stockholders' Equity (Deficit)
          for the period January 1, 1991 to December 31,
          2001
          Consolidated Statements of Cash Flows for the years
          ended December 31, 2001, and 2000, and from inception
          on January 1, 1991 to December 31, 2001

          Notes to Consolidated Financial Statements
                                9
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)

                CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 2001
<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  . . . . . . . . . . . . 10

Notes to the Consolidated Financial Statements . . . . . . . . 12
<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, 2001 and
the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 2001 and 2000 and
from inception of  the development stage (January 1, 1991) to December 31,
2001.  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 generally
accepted in the United States of America.  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, 2001
and the consolidated results of their operations and their cash flows for the
years ended December 31, 2001 and 2000 and from inception of development stage
(January 1, 1991) to December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 10,
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 10.  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
March 21, 2002
<PAGE>
<TABLE>              G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
                    Consolidated Balance Sheet
<CAPTION>
                                                             December 31,
                                                              2001
<S>                                                             <C>
CURRENT ASSETS

 Cash                                                $              1,719
 Accounts Receivable                                               12,300

  Total Current Assets                                             14,019

  TOTAL ASSETS                                       $             14,019


          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

 Accounts payable                                    $             16,997
 Accrued interest                                                 104,168
 Advances from stockholders (Note 5)                               14,385
 Notes payable-Related Parties (Note 7)                           408,500

  Total Current Liabilities                                       544,050

STOCKHOLDERS' EQUITY (DEFICIT)

 Common stock, $0.01 par value, 20,000,000 shares authorized:
  8,185,372 shares issued and outstanding                          81,854
 Additional paid-in capital                                     2,595,024
 Accumulated deficit prior to the development stage            (2,330,609)
 Deficit accumulated during the development stage                (876,300)

  Total Stockholders' Equity (Deficit)                           (530,031)

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)         $   14,019
</TABLE>
                                4
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<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,
                                       2001         2000           2001
<S>                                <C>               <C>         <C>
REVENUES

 Sales                        $             12,400 $   104,040  $  305,765
 Cost of Sales                              52,500     117,326     293,956

 Gross Profit (Deficit)                    (40,200)    (13,286)     11,809

EXPENSES

 General and administrative                101,700     123,155     578,416

  Total Expenses                           101,700     123,155     578,416

NET LOSS FROM OPERATIONS                  (141,900)   (136,441)   (566,607)

OTHER INCOME (EXPENSE)

 Horse Winnings                              3,450       -           3,450
 Write-down of goodwill                        -      (306,761)   (306,761)
 Interest income                               -         -              58
 Interest expense                          (32,680)    (31,931)    (77,383)

  Total Other Income (Expense)             (29,230)   (338,692)   (380,636)

MINORITY INTEREST                           -            -          70,943

NET LOSS                      $           (171,130) $ (475,133) $ (876,300)

BASIC LOSS PER SHARE          $              (0.02) $    (0.07)

BASIC WEIGHTED AVERAGE SHARES            6,839,290   6,472,011
</TABLE>
                                5
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<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  $2,321,441 $(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)
                                6
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
    Consolidated Statements of Stockholders' Equity (Deficit)(Continued)
<CAPTION>
                                                       Additional
                                     Common Stock       Paid-in  Accumulated
                                  Shares       Amount   Capital     Deficit
<S>                               <C>          <C>     <C>        <C>
Balance forward                  1,955,372  $ 19,554  $2,321,626 $(2,358,175)

Issuance of shares for cash,
 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)
                                7
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
    Consolidated Statements of Stockholders' Equity (Deficit)(Continued)
<CAPTION>
                                                       Additional
                                     Common Stock       Paid-in  Accumulated
                                  Shares       Amount   Capital     Deficit
<S>                               <C>          <C>     <C>        <C>
Balance forward                  6,135,372    61,354  2,339,226   (2,430,601)

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

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

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

Balance, December 31, 1998       6,215,372 $  62,154 $2,387,426 $(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)
                                8
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
<TABLE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
    Consolidated Statements of Stockholders' Equity (Deficit)(Continued)
<CAPTION>
                                                       Additional
                                     Common Stock       Paid-in  Accumulated
                                  Shares       Amount   Capital     Deficit
<S>                               <C>          <C>     <C>        <C>
Balance forward                  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

Issuance of shares from exercise
of warrants previously paid for
on December 4, 2001 (Note 6)     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)
                                9
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<PAGE>
<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,
                                       2001         2000           2001
<S>                                <C>               <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                          $ (171,130)   $  (475,133)  $(876,300)
   Reconciliation of net loss to cash
   (used) in operating activities:
     Common stock issued in lieu of
     services rendered and offset of
     advances                            21,000         15,000     113,300
     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                         (12,301)             -     (13,055)
     Increase (decrease) in accounts
     payable                              5,708         11,111      34,898
     (Increase) decrease in accrued
     expenses                            32,680         71,488     115,048
     Increase (decrease) in advances
     from stockholders                        -              -      14,385

        Net Cash (Used) by
        Operating Activities           (124,043)      (337,534)   (661,697)

CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of investments                      -              -     (69,400)
 (Increase) decrease of horses           52,500        (52,500)    (70,700)

        Net Cash Provided (Used) by
        Investing Activities             52,500        (52,500)   (140,100)

CASH FLOWS FROM FINANCING ACTIVITIES

 Disposition of cash from Waterbury           -              -     (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     157,500

        Net Cash Provided from
        Financing Activities           $      -       $496,000   $ 803,515
                                10
The accompanying notes are an integral part of these consolidated financial
statements.
<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,
                                       2001         2000           2001
<S>                                <C>               <C>         <C>
NET CHANGE IN CASH                 $     (71,543)  $    65,966 $  1,718

CASH AT BEGINNING OF PERIOD               73,261         7,295        -

CASH AT END OF PERIOD              $       1,718   $    73,261 $  1,718

CASH PAID FOR:

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

NON-CASH ITEMS

Common stock issued in lieu of
services rendered and offset of
advances                           $      21,000  $    15,000  $113,300
Common stock returned and canceled $           -  $         -  $    195
Capital recognized from Subsidiary $      87,798  $         -  $ 87,798
</TABLE>
                                11
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2001 and 2000

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 9).

       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.
                                12
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2001 and 2000


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, 2001, only one foal remains in the care of the company of which
       no value has been assigned.

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, 2001 and 2000.

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.
                                13
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2001 and 2000


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.

       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.

       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.
                                14
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2001 and 2000


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,

             2002                                     $            408,500
             2003                                                   -
             2004                                                   -
             2005                                                   -
             2006                                                   -
             2007 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.

NOTE 9 - 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.
                                15
<PAGE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2001 and 2000


NOTE 9 - INCOME TAX (Continued)

       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,
       2001, net operating loss ("NOL") carry forwards for regular Federal
       Income Tax purposes of an estimated  $444,454.  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,
                                                    2001        2000

       Income tax benefit at statutory rate       $   57,050 $  174,851
       Change in valuation allowance                 (57,050)  (174,851)

                                                  $        -  $       -

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

                                               For the Years Ended
                                                     December
31,
                                                    2001          2000
       Income tax benefit at statutory rate       $  168,893  $ 111,843
       Change in valuation allowance                (168,893)  (111,843)

                                                  $        -  $       -

       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.

NOTE 10 - GOING CONCERN

       The Company has experienced losses totaling $1,226,300 from inception
       of its development stage.  The Company also has limited assets and
       operating capital with a stockholders= deficit of $530,031 at
       December 31, 2001.  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.
                                16
<PAGE>               G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
          Notes to the Consolidated Financial Statements
                    December 31, 2001 and 2000


NOTE 10 - GOING CONCERN (Continued)

       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 11 - 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, 2001, 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, 2001 financial statements.
                                17
<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
72, 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.
                                10
<PAGE>
          Michael L. Caswell,  Vice President, Secretary and Director.  Mr.
Caswell is 54 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 65, 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
                                11
<PAGE>
each person's acquisition of 20,000 shares of "restricted securities" (common
stock) in consideration of services rendered.  See the heading "Executive
Compensation," 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.       12/31/01  -0-  -0-  -0-   20000   -0-        -0-  -0-
Burns         12/31/00  -0-  -0-  -0-   20000   -0-        -0-  -0-
Pres.
Treasurer
and Director

Sam Bono      12/31/01  -0-  -0-  -0-   20000   -0-        -0-  -0-
Director      12/31/00  -0-  -0-  -0-   20000   -0-        -0-  -0-

Michael L.    12/31/01  -0-  -0-  -0-   20000   -0-        -0-  -0-
Caswell       12/31/00  -0-  -0-  -0-   20000   -0-        -0-  -0-
Vice Pres.,
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,
      2000 and 2001, for services rendered during those years, at $0.35 per
      share during 2001 and at $0.25 per share during 2000.

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

          None.
                                12
<PAGE>

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, 100,000 "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 and the shares issued during
the year ended December 31, 2001, were valued at $0.35 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
                                13
<PAGE>
of this Report:


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

David M. Klausmeyer           9.5%                         780,000
10878 Westheimer, #178
Houston, Texas  77042

David R. Strawn, Esq.         9.5%                         780,000
11440 W. Bernardo Ct., #300
San Diego, California  92127

Charlie Investments, Ltd.    18.8%                       1,537,500
P. O. Box 2097
Grand Cayman
British West Indies

Yankee Investments, Ltd.     18.8%                       1,537,500
P. O. Box 2097
Grand Cayman
British West Indies

George R. Jarkesy            19.5%                       1,600,000
5902 Havenwoods Dr.
Houston, Texas 77066
                             -----                       ---------
     Totals:                 76.1%                       6,235,000


          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 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*
----------------           --------
-------------------------------


Jack L. Burns                1.5%                          120,350
11849 Wink
Houston, Texas  77024
                                14
<PAGE>
Michael L. Caswell           1.8%                          150,000*
3637 W. Alabama, #400
Houston, Texas  77027

Sam Bono                     1.5%                          120,000
11949 FM 3005, #403
Galveston, Texas  77554
                             ----                          -------
All directors and executive
officers as a group          4.8%                          390,350
(3 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 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.
----------------------------------------

          Except as set forth under the heading "Compensation of Directors" of
the caption "Executive Compensation," in Item 10, 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.
-------------------------------

          Except as set forth under the heading "Compensation of Directors" of
the caption "Executive Compensation," in Item 10, 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.
                                14
5
Indebtedness of Management.
---------------------------

          Except as set forth under the heading "Compensation of Directors" of
the caption "Executive Compensation," Item 10, 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.
----------------------------

          Except as set forth under the heading "Compensation of Directors" of
the caption "Executive Compensation," Item 10, 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.

          8-K Current Report dated March 9, 2001, as amended.**

          8-K Current Report dated February 20, 2002.**

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, 2000**

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

          (ii)
                                16
<PAGE>
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.
                                17
<PAGE>

                            SIGNATURES

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

                                    G/O INTERNATIONAL, INC.


Date: 3/27/02                       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: 3/27/02                       By/s/Jack L. Burns
      -------------                     ----------------------
                                        Jack L. Burns, Director
                                        President and Treasurer



Date: 4/15/02                        By/s/Michael L. Caswell
      ------------                      ----------------------
                                        Michael L. Caswell, Director
                                        Vice President and Secretary


Date: 4/11/01                        By/s/Sam Bono
      ------------                      ----------------------
                                        Sam Bono, Director
                                18
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