<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, 1998

[ ]  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, 1998 -
$74,500.

     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.

    June 22, 1999 - $14,000.  There are approximately 1,400,022 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:

                           June 22, 1999

                             6,215,372


               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 August 17, 1998, the Board of Directors of the Company
unanimously resolved to commence a private placement of up to 2,000,000
"unregistered" and "restricted" shares of its common stock pursuant to Section
4(2) of the Securities Act of 1933, as amended, at a price of $0.01 per share.
This resolution was amended to commence a private placement of up to 20,000
"unregistered" and "restricted" shares of the Company's common stock pursuant
to Section 4(2) of the Securities Act of 1933, as amended, at a price of $0.50
per share.

         On October 29, 1998,  the Board of Directors of the Company
unanimously resolved to issue 20,000 "unregistered" and "restricted" shares to
each of the following directors of the Company in consideration of services
rendered:  Jack Burns; Michael L. Caswell; and Sam Bono.  All of these shares
have been issued as of the date of this Report.  See Part II, Item 5 of this
Report.

         On February 10, 1999, which is subsequent to the period covered by
this Report, the Board of Directors of the Waterbury Resources, Ltd.
("Waterbury"), the Company's majority owned subsidiary, 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.

         For a discussion of the business development of the Company for the
calendar year ended December 31, 1997, see the Annual Report on Form 10-KSB
for the calendar year ended December 31, 1997, filed March 30, 1998, and
incorporated herein by reference.  See Part III, Item 13.

          For a discussion of the business development of the Company from
inception to the end of the calendar year ended December 31, 1996, see its
Registration Statement on Form 10-SB-A3, filed with the Securities and
Exchange Commission on June 2, 1995; its Annual Report on Form 10-KSB-A1
for the calendar year ended December 31, 1994, filed on August 2, 1995; its
Annual Report on Form 10-KSB-A1 for the calendar year ended December 31,
1995, filed on June 17, 1996; and its Annual Report on Form 10-KSB for the
calendar year ended December 31, 1996, filed June 2, 1997, each of which is
incorporated herein by this 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 $32,129, accounts receivable
of $754 and horses valued at $136,900, the Company and its subsidiaries have
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,
1998, 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,
1997 and December 31, 1998, 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, 1997                          1                   1

June 30, 1997                           1                   1

September 30, 1997                      1                   1

December 31, 1997                       1                   1

March 31, 1998                          1                    .75

June 30, 1998                           1                    .75

September 30, 1998                      1                    .75

December 31, 1998                       .75                  .75
</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 4,040,000 shares of common stock pursuant to
Regulation S during the calendar years ended December 31, 1996 (4,000,000
shares), and 1997 (40,000 shares), 20,000 shares issued pursuant to Rule 504
in 1998 and the issuance of a total of 170,000 shares in consideration of
services rendered (50,000 shares in 1996, 60,000 shares in 1997 and 60,000
shares in 1998) 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
June 22, 1999, was approximately 767.

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.

          During the next twelve months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing.
Management anticipates that the Company's current cash reserves of
approximately $32,129 will be sufficient to pay for administrative expenses of
the Company for the next 12 months.  In the event that additional funding is
required in order to keep the Company in good standing, the Company 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, 1997 and 1998,
were $114,945 and $74,500, respectively.

          The Company had a net loss of $42,821 (a loss of $0.01 per share)
during the calendar year ended December 31, 1997, and a net loss of $103,116
(a loss of $0.01 per share) for the year ended December 31, 1998.

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

          During the calendar year ended December 31, 1997, the Company and
its subsidiaries had total expenses of $90,545, while receiving $114,945 in
revenues; the Company and its subsidiaries received approximately $74,500 in
revenues, with total expenses of $174,378 during the calendar year ended
December 31, 1998.

Year 2000
---------

         The Company presently has no material operations, and is presently
seeking a suitable candidate for a merger or acquisition transaction.  Due to
its very limited activities and assets, management does not believe that the
change of year to the year 2000 will have any material effect on its business,
results of operations or financial condition.

         In seeking out a merger or acquisition target, the Company will take
into account the ways in which the Year 2000 may materially affect the
operations of any such target.  However, until such an entity has been
identified, management can not accurately predict how (if at all) the Year
2000 issue may affect the operations of the reorganized Company.  At such time
as the Company completes such a reorganization, it will timely disclose all
material Year 2000 issues in the appropriate filing with the Securities and
Exchange Commission.

         The Company has a 42%-owned subsidiary, which is engaged in the
business of raising horses.  Management has determined that these activities
will not be materially affected by the Year 2000 issue, as they are not
computer-dependent and have been conducted on a small scale.

         For the foregoing reasons, the Company has determined that the
potential consequences of the Year 2000 would not have a present material
effect on its business, results of operations or financial condition.

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

          Consolidated Financial Statements for the year ended
          December 31, 1998

          Independent Auditor's Report

          Consolidated Balance Sheets - December 31, 1998

          Consolidated Statements of Operations from inception
          on January 1, 1991 to December 31, 1998
          and the Years ended December 31, 1998 and
          1997

          Consolidated Statements of Stockholders' Equity (Deficit)
          for the period January 1, 1991 to December 31,
          1998

          Consolidated Statements of Cash Flows from inception
          on January 1, 1991 to December 31, 1998
          and the Years ended December 31, 1998 and
          1997

          Notes to Consolidated Financial Statements

<TABLE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
                    Consolidated Balance Sheet
<CAPTION>
                              ASSETS
                                             December 31,
                                                 1998
<S>                                         <C>
CURRENT ASSETS

  Cash                                       $    32,129
  Accounts receivable                                754

     Total Current Assets                         32,883

OTHER ASSETS

  Horses                                         136,900

    Total Other Assets                           136,900

TOTAL ASSETS                                $    169,783

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

  Accounts payable                           $    23,890
  Accrued interest                                10,880
  Advances from stockholders (Note 4)             14,385
  Notes payable - related parties (Note 8)       165,000

    Total Current Liabilities                    214,155

MINORITY INTEREST                                 48,765

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock, $0.01 par value,
  20,000,000 shares authorized;
  6,215,372 shares issued and outstanding         62,154
  Additional paid-in capital                   2,378,426
  Accumulated deficit prior to the
  development stage                           (2,330,609)
  Deficit accumulated during the
  development stage                             (203,108)

    Total Stockholders' Equity (Deficit)         (93,137)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)                                   $    169,783
</TABLE>
<TABLE>
                     G/O INTERNATIONAL, INC.
                  (A Development Stage Company)
              Consolidated Statements of Operations
<CAPTION>
                                                                   From
                                                               Inception on
                                                                 January 1,
                                      For the Years Ended         1991 to
                                          December 31,          December 31,
                                       1998          1997           1998
<S>                                  <C>           <C>         <C>
REVENUES

  Horse sales                         $  74,500     $ 114,925   $ 189,425
  Other income                              -              20          58

  Total Revenues                         74,500       114,945     189,483

COST OF SALES                            45,120        79,010     124,130

GROSS MARGIN                             29,380        35,935      65,353

EXPENSES

   General and administrative           163,498        89,013     326,632
   Interest expense                      10,880         1,532      12,772

     Total Expenses                     174,378        90,545     339,404

NET LOSS FROM OPERATIONS               (144,998)      (54,610)   (274,051)

MINORITY INTEREST                        41,882        11,789      70,943

NET LOSS                         $     (103,116)    $ (42,821)  $(203,108)

BASIC LOSS PER SHARE             $        (0.01)    $   (0.01)
</TABLE>
<TABLE>
                        G/O INTERNATIONAL, INC.
                     (A Development Stage Company)
       Consolidated Statements of Stockholders' Equity (Deficit)
<CAPTION>
                                                       Additional
                                     Common Stock       Paid-in   Accumulated
                                  Shares       Amount   Capital     Deficit
<S>                               <C>          <C>     <C>        <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

Liquidating dividend                   -         -       (6,400)         -

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

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

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

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

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

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

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

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

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

Balance, December 31, 1998       6,215,372 $  62,154 $2,387,426 $(2,533,717)
</TABLE>
<TABLE>
                        G/O INTERNATIONAL, INC.
                     (A Development Stage Company)
                 Consolidated Statements of Cash Flows
<CAPTION>
                                                                   From
                                                               Inception on
                                                                 January 1,
                                      For the Years Ended         1991 to
                                          December 31,          December 31,
                                       1998          1997           1998
<S>                                  <C>           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES

NET LOSS                              $(103,116)    $ (42,821) $ (203,108)
  Reconciliation of net loss to cash
   provided (used) in operating
   activities:
    Common stock issued for services
     rendered and offset of advances
     received                            30,000        15,000      62,300
  Amortization expense                      -           1,280       1,280
    Minority interest                   (24,114)      (11,787)    (53,173)
  Changes in operating assets and liabilities:
  (Increase) decrease in accounts
  receivable                               (754)          -          (754)
    (Increase) decrease in prepaid
    expenses                              1,920           986       1,920
    Increase (decrease) in accounts
    payable                              23,830       (16,076)     17,959
    Increase (decrease) in accrued
    expenses                             10,715           165      10,880
     Increase (decrease) in advances from
      stockholders                          -             -        14,385

     Net Cash (Used) by Operating
     Activities                         (61,519)      (53,253)   (148,311)

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of investments              (66,200)          -       (69,400)
   Decrease of horses                       -          14,010     (70,700)

     Net Cash Provided (Used) by
     Investing Activities               (66,200)       14,010    (140,100)

CASH FLOWS FROM FINANCING ACTIVITIES

 Proceeds from notes payable -
 related parties                        140,000        50,000     210,000
 Payments on notes payable -
 related parties                            -         (45,000)    (45,000)
 Payment of dividend                        -             -        (6,400)
 Cash from minority shareholders            -             -       101,940
 Cash from sales of stock                10,000        10,000      60,000

     Net Cash Provided from Financing
     Activities                         150,000        15,000     320,540

NET CHANGE IN CASH                       22,281       (24,243)     32,129

CASH AT BEGINNING OF PERIOD               9,848        34,091         -

CASH AT END OF PERIOD             $      32,129     $   9,848   $  32,129

CASH PAID FOR:

  Interest                        $         -       $     -     $     -
  Income taxes                    $         -       $     -     $     -

NON-CASH ITEMS

  Common stock issued in lieu
    of services rendered
    and offset or advances        $      30,000     $  15,000   $  62,300
  Common stock returned and
    canceled                      $         -       $     -     $     185
</TABLE>
                        G/O INTERNATIONAL, INC.
                     (A Development Stage Company)
            Notes to the Consolidated Financial Statements
                          December 31, 1998


NOTE 1 -  ORGANIZATION

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

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

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

NOTE 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

NOTE 3 -  BANKRUPTCY FILING

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

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

NOTE 4 -  ADVANCES FROM STOCKHOLDERS

       Stockholders of the Company have advanced funds to the Company to cover
settlement of bankruptcy obligations and ongoing administrative expenses.  The
advances bear no interest and are repayable on demand as funds become
available.  Total advances amounted to $14,385 at December 31, 1998.

NOTE 5 -  CAPITAL TRANSACTIONS

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

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

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

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

       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.

NOTE 6 -  RELATED PARTY TRANSACTIONS

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

NOTE 7 -  INCOME TAX

       During 1993 the Company adopted Statement of financial Accounting
Standards No.109 - "Accounting for income Taxes" (SFAS 109).  SFAS 109 is an
asset and liability approach that requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of events that
have been recognized in the Company's consolidated financial statements or
tax returns.  In estimating future tax consequences, SFAS 109 generally
considers all expected future events other than enactments of changes in the
tax law or rates.  Previously, the Company accounted for income taxes under
APB Opinion No. 11.  Under SFAS 109, in the year of adoption, previously
reported results of operations for that year should be restated to reflect the
effects of applying SFAS 109, and the cumulative effect of adoption on prior
years' results of operations should be shown in the income statement n the
year of change it was determined that there was no cumulative effect on the
prior year earnings.  For tax purposes, the Company had available at December
31, 1998, not operating loss ("NOL") carry forwards for regular Federal Income
Tax purposes of an estimated $2,094,357 which are estimated to expire as shown
below.  A valuation, allowance has been established for estimated tax benefits
of the loss carry overs which are not expected to be realized.

                            Year                   Amount
                            1999                $  1,891,249
                            2006                          72
                            2007                       1,466
                            2008                       1,678
                            2009                      24,350
                            2010                       4,095
                            2011                      25,510
                            2012                      42,821
                            2013                     103,116

                          Totals                $  2,094,357

NOTE 8 -  NOTES PAYABLE - RELATED PARTIES

        Notes payable - related parties consisted of the following:
                                                                December 31,
                                                                 1998
        Notes payable to a related company, interest at 8.0%,
         principal and interest due on demand, unsecured.     $  125,000

        Notes payable to a related company, interest at 8.0%,
         principal and interest due on demand, unsecured.         40,000

           Total notes payable - related parties                 165,000

           Less: current portion                                (165,000)

           Long-term notes payable - related parties       $          -

        Maturities of notes payable - related parties are as follows:

            Year Ending
           December 31,
                  1999                                     $     165,000
                  2000                                               -
                  2001                                               -
                  2002                                               -
                  2003                                               -
                  2004 and thereafter                                -

                  Total                                    $     165,000

NOTE 9 -   GOING CONCERN

        The Company has experienced losses totaling $203,108 from inception of
its development stage.  The Company also has limited assets and operating
capital with a stockholders' deficit of $93,137 at December 31, 1998.  In
light of these circumstances, the ability of the Company to continue as a
going concern is substantially in doubt.  The consolidated financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.

        Management plans are to seek another entity that wants to consummate
an acquisition by allowing the purchasing entity to buy or exchange unissued
shares of the Company's common stock in order to become a part of a public
company.  Management believes its plans will provide the Company with the
ability to continue in existence.  In the interim management has committed
to meeting its operating expenses.

NOTE 10 -  SUBSEQUENT EVENTS

        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 the Company's
ownership has decreased to approximately 42% of Waterbury.

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
69, 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 51 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 62, 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
-------------------------------------------------

         On December 10, 1998, each of the Company's directors (Jack L. Burns;
Michael L. Caswell; and Sam Bono) filed a Form 4 Statement of Changes in
Beneficial Ownership with the Securities and Exchange Commission.  These
filings were 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, filed with the Securities and Exchange
Commission Form 5 Annual Statements of Changes in Beneficial Ownership in
March, 1998, in connection with the acquisition of shares of the Company's
common stock in October, 1997.

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  1998      -0-        -0-           -0-      200           -0-     -0-        -0-
President,     1997      -0-        -0-           -0-      200           -0-     -0-        -0-
Treasurer and  1996      -0-        -0-           -0-      100           -0-     -0-        -0-
Director

Sam Bono       1998      -0-        -0-           -0-      200           -0-     -0-        -0-
Director       1997      -0-        -0-           -0-      200           -0-     -0-        -0-
               1996      -0-        -0-           -0-      100           -0-     -0-        -0-

Michael L.     1998      -0-        -0-           -0-      200           -0-     -0-        -0-
Caswell        1997      -0-        -0-           -0-      200           -0-     -0-        -0-
Vice Pres.,    1996      -0-        -0-           -0-      100           -0-     -0-        -0-
Secretary
and Director

</TABLE>

(1)   Each of the Company's directors was paid 10,000 "unregistered" and
      "restricted" shares, valued at par value ($0.01) during the calendar
      year ended December 31, 1996, for services rendered during the year.
      Effective October 29, 1997, the amount of annual compensation was
      increased to 20,000 "unregistered" and "restricted" shares, valued at
      par value, per year.

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, 60,000 "unregistered" and
"restricted" shares have been issued to each of the following directors of the
Company:  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          12.5%                         780,000
10878 Westheimer, #178
Houston, Texas  77042

David R. Strawn, Esq.        12.5%                         780,000
11440 W. Bernardo Ct., #300
San Diego, California  92127

Charlie Investments, Ltd.    24.5%                       1,522,500
P. O. Box 2097
Grand Cayman
British West Indies

Yankee Investments, Ltd.     24.5%                       1,522,500
P. O. Box 2097
Grand Cayman
British West Indies        _______                          ______

                             74.0%                       4,605,000



          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 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             0.97%                       60,350
11849 Wink
Houston, Texas  77024

Michael L. Caswell        1.40%                       90,000 (1)
3637 W. Alabama, #400
Houston, Texas  77027

Sam Bono                  0.97%                       60,000
11949 FM 3005, #403
Galveston, Texas  77554   ----                       ------

All directors and executive
officers as a group (3)   3.38%                      210,350


          (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
                                            --------------

Registration Statement on Form 10-SB-A1**     Part I

Annual Report on Form 10-KSB-A1 for the       Part I
calendar year ended December 31, 1994**

Annual Report on Form 10-KSB-A1 for the       Part I
calendar year ended December 31, 1995**

Annual Report on Form 10-KSB for the          Part I
calendar year ended December 31, 1996**

Annual Report on Form 10-KSB for the          Part I
calendar year ended December 31, 1997**

          (ii)

Exhibit
Number               Description

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

 21       Subsidiaries of the Company

 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.


                            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: 6/30/99                       By/s/Jack L. Burns
      ------------                      ----------------------
                                        Jack L. Burns, Director
                                        President and Treasurer


Date: 7/7/99                        By/s/Michael L. Caswell
      ------------                      ----------------------
                                        Michael L. Caswell, Director,
                                        Vice President and Secretary


          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: 6/30/99                       By/s/Jack L. Burns
      -------------                     ----------------------
                                        Jack L. Burns, Director
                                        President and Treasurer



Date: 7/7/99                        By/s/Michael L. Caswell
      ------------                      ----------------------
                                        Michael L. Caswell, Director
                                        Vice President and Secretary