<PAGE>


































<PAGE>


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

                          FORM 10-KSB

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

     For the fiscal year ended December 31, 1999

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

     For the transition period from _____________ to ____________

                   Commission File No. 0-24688


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

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

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

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


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

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

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

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

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

State Issuer's revenues for its most recent fiscal year:   December 31, 1999 -
$0.

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

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

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

                             N/A

             (APPLICABLE ONLY TO CORPORATE ISSUERS)

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

                           April 13, 2000

                             6,315,372


               DOCUMENTS INCORPORATED BY REFERENCE

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

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

                              PART I

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

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

          On February 10, 1999, the Board of Directors of Waterbury Resources,
Inc. ("Waterbury"), the majority-owned subsidiary of G/O International, Inc.
(the "Company"), resolved to offer 200,000 ordinary shares, par value of
$0.0001 per share, to "accredited investors" and/or "sophisticated investors"
pursuant to Rule 504 of the Securities and Exchange Commission, in
consideration of the sum of $0.25 per share, for an aggregate total of
$50,000.  Prior to the 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 Islands, BWI.  With 200,000 shares being sold
pursuant to the offering, there were 1,214,000 outstanding shares, and
Waterbury is no longer a majority-owned subsidiary of the Company, as the
Company's ownership has decreased to approximately 42% of Waterbury's
outstanding voting securities.  As a result, Waterbury has not been
consolidated in the Company's December 31, 1999, financial statements.

         On November 1, 1999, the Board of Directors of the Company
unanimously resolved to issue 40,000 "unregistered" and "restricted" shares of
the Company's $0.01 par value common stock to seven investors, for total gross
proceeds of $10,000 ($0.25 per share).  The Board of Directors also resolved
to issue to each director (Jack Burns; Michael L. Caswell; and Sam Bono)
20,000 "unregistered" and "restricted" shares of common stock as compensation
for services rendered during the year commencing October 29, 1999, at a value
of $0.01 per share.  All such shares were issued pursuant to Section 4(2) of
the Securities Act of 1933, as amended.

         For a discussion of the business development of the Company for the
calendar year ended December 31, 1998, see the Annual Report on Form 10-KSB
for the calendar year then ended, filed July 8, 1999, and incorporated herein
by reference.  See Part III, Item 13.

Business.
---------

          The Company has had no business operations since approximately
December 15, 1989. The sole business operations of the Company or any of its
subsidiaries are those of its 42%-owned subsidiary Waterbury.  Waterbury is
engaged in the business of purchasing, training and selling thoroughbred
horses in the United States and Europe.

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

          The Company's 42%-owned subsidiary, Waterbury, purchases, trains
and sells thoroughbred horses.  Principal markets are the United States and
Europe.

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

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

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

          None; not applicable.

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

          None; not applicable.

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

          None; not applicable.

Effects of Existing or Probable Governmental Regulations.
---------------------------------------------------------

          The Company is subject to Regulation 14A of the Commission, which
regulates proxy solicitations.  Section 14(a) of the Securities Exchange Act
of 1934, as amended (the "1934 Act"), requires all companies with securities
registered pursuant to Section 12(g) thereof to comply with the rules and
regulations of the 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 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.

          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.  See the heading "Plan of Operation" of the caption
"Management's Discussion and Analysis or Plan of Operation", Part I, Item 2 of
this Report.

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 $7,295, 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,
1999, no matter was submitted to a vote of the Company's security holders,
whether through the solicitation of proxies or otherwise.

                                  PART II

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

Market Information
------------------

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

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

<TABLE>
<CAPTION>
                             STOCK QUOTATIONS*

                                                  BID

Quarter ended:                          High                Low
--------------                          ----                ---

<S>                                     <C>                 <C>

March 31, 1998                          1                   0.75

June 30, 1998                           1                   0.75

September 30, 1998                      1                   0.75

December 31, 1998                       0.75                0.75

March 31, 1999                          0.75                0.75

June 30, 1999                           0.75                0.625

September 30, 1999                      0.625               0.625

December 31, 1999                       0.625               0.625

</TABLE>

          There are no outstanding options, warrants or calls to purchase
any of the authorized securities of the Company.

          The sales of a total of 40,000 shares of common stock pursuant to
Regulation S during the calendar year ended December 31, 1997; 40,000 shares
issued pursuant to Rule 504 in 1998 and 1999 (20,000 such shares per year);
and the issuance of a total of 180,000 shares in consideration of services
rendered (60,000 shares per year) were the only sales of any securities of the
Company during the past three years.  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.

          In addition to the above referenced shares, David M. Klausmeyer,
David R. Strawn, Esq. and Michael L. Caswell beneficially own a total of
1,590,000 "unregistered" and "restricted" shares of the Company's common
stock, for which the one year holding period provided in Rule 144 expired in
1989; these shares may now be sold pursuant to Rule 144 in any "public market"
that may develop.

          During the period ended May 31, 1994, Leonard W. Burningham, Esq.
acquired 150,000 shares of the Company's common stock pursuant to Rule 701 of
the Securities and Exchange Commission, and these shares were subject to a
90-day holding period commencing on October 12, 1994, the effective date of
the Company's Registration Statement on Form 10-SB.  This holding period has
since expired and these shares may be sold without restriction in any "public
market" that may develop for the Company's securities.

          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
April 13, 2000, was approximately 764.

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.

Recent Sales of Unregistered Securities.
----------------------------------------

         For a discussion of the sales by the Company of "unregistered" and
"restricted" shares of its common stock during the period covered by this
Report, see the heading "Business Development" of the caption "Description of
Business," Part I, Item 1 of this Report.

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 42%-
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 $7,295 will be insufficient to pay for its administrative
expenses for the next 12 months.  In the event that additional funding is
required in order to keep the Company in good standing, it may attempt to
raise such funding through a private placement of its common stock to
accredited investors.

          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, 1999, and 1998,
were $0 and $74,500, respectively.

          The Company had a net loss of $103,116 (a loss of $0.01 per share)
during the calendar year ended December 31, 1998, and a net loss of $26,929 (a
loss of $0.01 per share) for the year ended December 31, 1999.

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

          During the calendar year ended December 31, 1999, the Company had
total expenses of $26,929, while receiving $0 in revenues; the Company and its
subsidiaries received approximately $74,500 in revenues, with total expenses
of $163,498 during the calendar year ended December 31, 1998.

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

          Consolidated Financial Statements for the year ended
          December 31, 1999

          Independent Auditor's Report

          Consolidated Balance Sheet - December 31, 1999

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

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

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

          Notes to Consolidated Financial Statements


          * The Company will file an amended Annual Report containing these
            financial statements on or about April 17, 2000.


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
70, 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 52 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 63, is a graduate of the
University of Florida.  For the last five years, he has been the owner and
sole proprietor of the Direct Sales Company of Houston, Texas, a firm that
specializes in the sale and distribution of industrial supplies.

Family Relationships
--------------------

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

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

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

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

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

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

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

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

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

          Yankee Investments Ltd. and Charlie Investments Ltd., both of which
entities are the beneficial owners of more than 10% of the Company's issued
and outstanding common stock, will file with the Securities and Exchange
Commission Form 4 Statements of Changes in Beneficial Ownership shortly after
the date of filing of this Report, in connection with the acquisition of
shares of the Company's common stock in November, 1999.

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
<S>          <C>        <C>        <C>        <C>        <C>          <C>      <C>        <C>
                                                                  Long Term Compensation
                             Annual Compensation               Awards            Payouts

(a)          (b)        (c)        (d)        (e)        (f)          (g)      (h)        (i)
Name and     Year or                          Other      Restricted   Option/  LTIP       All
Principal    Period     $          $          Annual     Stock        SAR's    Payouts    Other
Position     Ended      Salary     Bonus      Compen-    Awards ($)(1)(#)      ($)      Compensa-
             December                         sation($)                                  tion ($)
             31

Jack L. Burns  1999      -0-        -0-           -0-      200           -0-     -0-        -0-
President,     1998      -0-        -0-           -0-      200           -0-     -0-        -0-
Treasurer and  1997      -0-        -0-           -0-      200           -0-     -0-        -0-
Director

Sam Bono       1999      -0-        -0-           -0-      200           -0-     -0-        -0-
Director       1998      -0-        -0-           -0-      200           -0-     -0-        -0-
               1997      -0-        -0-           -0-      200           -0-     -0-        -0-

Michael L.     1999      -0-        -0-           -0-      200           -0-     -0-        -0-
Caswell        1998      -0-        -0-           -0-      200           -0-     -0-        -0-
Vice Pres.,    1997      -0-        -0-           -0-      200           -0-     -0-        -0-
Secretary
and Director

</TABLE>

(1)   Each of the Company's directors was paid 20,000 "unregistered" and
      "restricted" shares during the calendar years ended December 31, 1997,
      1998, and 1999, for services rendered during those years, at a value of
      $0.01 per share.

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

          None.

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

          None.

Pension Table
-------------

          None; not applicable.

Other Compensation
------------------

          None.

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

          At a special meeting of the Company's Board of Directors, held
October 4, 1995, the Board of Directors unanimously resolved to pay to each
director of the Company 10,000 "unregistered" and "restricted" shares of the
Company's 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 "unregistered" and "restricted" shares, valued at $0.01
per share. As of the date of this Report, 80,000 "unregistered" and
"restricted" shares have been issued to each of the following directors of the
Company, pursuant to this resolution:  Jack L. Burns; Michael L. Caswell; and
Sam Bono.

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 shareholdings of those persons
who own more than five percent of the Company's common stock as of the date of
this Report:

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

David M. Klausmeyer          12.4%                         780,000
10878 Westheimer, #178
Houston, Texas  77042

David R. Strawn, Esq.        12.4%                         780,000
11440 W. Bernardo Ct., #300
San Diego, California  92127

Charlie Investments, Ltd.    24.3%                       1,537,500
P. O. Box 2097
Grand Cayman
British West Indies

Yankee Investments, Ltd.     24.3%                       1,537,500
P. O. Box 2097
Grand Cayman
British West Indies

Gordian Investments Ltd.      5.7%                         358,750
P. O. Box 923
Grand Cayman
British West Indies

Huggermugger Ltd.             5.7%                         358,750
P. O. Box 923
Grand Cayman
British West Indies

                          _______                          ______

                             84.8%                       5,352,500


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

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

          The following table sets forth the shareholdings 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                1.3%                           80,000
11849 Wink
Houston, Texas  77024

Michael L. Caswell           1.7%                          110,000 (1)
3637 W. Alabama, #400
Houston, Texas  77027

Sam Bono                     1.3%                           80,000
11949 FM 3005, #403
Galveston, Texas  77554      ----                           ------

All directors and executive
officers as a group          4.3%                          270,000
(3 persons)

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


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

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

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

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

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

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

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

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

Indebtedness of Management.
---------------------------

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

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

         None; not applicable.

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

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

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

Reports on Form 8-K

        None.

Exhibits*

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

Annual Report on Form 10-KSB for the          Part I
calendar year ended December 31, 1998**

          (ii)

Exhibit
Number               Description

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

 27       Financial Data Schedule***

          *    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.

          ***  This exhibit will be filed as an exhibit to the
               Company's amended Annual Report, to be filed on
               or about April 17, 2000.


                            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: 4-13-2000                     By  /s/ J. L. Burns
      ------------                      ----------------------
                                        Jack L. Burns, Director
                                        President and Treasurer


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

                                    G/O INTERNATIONAL, INC.


Date: 4-13-2000                     By  /s/ J. L. Burns
      -------------                     ----------------------
                                        Jack L. Burns, Director
                                        President and Treasurer



Date: 04-14-00                       By /s/ Michael L. Caswell
      ------------                      ----------------------
                                        Michael L. Caswell, Director
                                        Vice President and Secretary

Date: 4-13-00                        By /s/ Sam Bono
      ------------                      ----------------------
                                        Sam Bono, Director