<PAGE>
<PAGE> U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
[ ] 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
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant 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
--- --- --- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.
Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
July 25, 1996
Common Voting Stock - 5,985,372
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
---------------------
The Financial Statements of the Registrant required to be filed with
this 10-QSB Quarterly Report were prepared by management and commence below,
together with related Notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Registrant.
G/O INTERNATIONAL, INC.
(A Development Stage Company)
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 13,055 $ 18,755
Prepaid expenses 5,500 -
Total Current Assets $ 18,555 $ 18,755
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 5,159 $ 5,159
Accounts payable- related party - 92
Advances from stockholders 14,386 14,294
Total Current Liabilities 19,545 19,545
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value,
20,000,000 shares authorized,
3,985,372 and 3,985,372 shares
issued and outstanding respectively 39,854 39,854
Additional paid-in capital 2,321,626 2,321,626
Retained deficit (2,330,609) (2,330,609)
Deficit accumulated during the
development stage (31,861) (31,661)
Total Stockholders' Equity (Deficit) (990) (790)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 18,555 $ 18,755
</TABLE>
The accompanying notes are an integral part of these financial statements.
G/O INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
From Inception
For the Three On January 1,
Months ended 1991 through
March 31, March 31,
1996 1995 1996
<S> <C> <C> <C>
REVENUES:
Other income $ - $ - $ 17
EXPENSES:
Directors services - - 5,842
Office expense 11 23 808
Legal and accounting - 600 20,066
Court cost - - 1,080
License and fees 189 185 3,734
Bank charges - - 348
Total Expenses 200 808 31,878
NET LOSS $ (200) $ (808) $ (31,861)
LOSS PER SHARE $(0.00) $(0.00) $ (0.04)
</TABLE>
The accompanying notes are an integral part of these financial statements.
G/O INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
From Inception
on January 1,
For the Three 1991 through
Months Ended March 31,
1996 1995 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net Loss $ (200) $ (808) $ (31,861)
Reconciliation of net loss
to cash provided (used) in
operating activities
Common stock issued in
lieu of services rendered
and offset of advances - - 16,800
(Increase) Decrease on
prepaid expenses (5,500) - (5,500)
Increase (Decrease) in
accounts payable (92) 185 (770)
Increase (Decrease) in
advances from stockholders 92 623 14,386
Net cash provided (used) by
operating expenses (5,700) - (6,945)
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Cash from sale of common stock - - 20,000
Net cash provided by financing
activities - - 20,000
NET CHANGE IN CASH (5,700) - 13,055
CASH AT BEGINNING OF PERIOD 18,755 219 -
CASH AT END OF PERIOD $ 13,055 $ 219 $ 13,055
NONCASH ITEMS
Common stock issued in lieu of
services rendered and offset
of advances $ - $ - $ 17,100
Common stock returned and
cancelled $ - $ - $ 185
</TABLE>
The accompanying notes are an integral part of these financial statements.
G/O INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the
financial position, results of operation and cash flows at March 31, 1996 and
for all periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 1995
audited financial statements. The results of operations for the periods
ended March 31, 1996 and 1995 are not necessarily indicative of the operating
results for the full year.
Item 2. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
- - - ------------------
The Company has not engaged in any material operations in the last
calendar year or the period ending March 31, 1996. The Company intends to
continue to seek out the acquisition of assets, property or business that may
be beneficial to the Company and its stockholders.
Results of Operations.
- - - ----------------------
The Company discontinued its operations on approximately December
15, 1989. The Company received no revenue in the last calendar year or the
period ending March 31, 1996. It sustained a net loss of $200 in the three
month period ending March 31, 1996.
On or about July 16, 1996, which is subsequent to the period covered
by this Report, the Company's liquidity was increased by $20,000 as a result
of the sale of 2,000,000 shares of its common stock pursuant to Regulation S
of the Securities and Exchange Commission. See Item 5 of this Report.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
------------------
None; not applicable.
Item 2. Changes in Securities.
----------------------
None; not applicable.
Item 3. Defaults Upon Senior Securities.
--------------------------------
None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
None; not applicable.
Item 5. Other Information.
------------------
On March 12, 1996, the Board of Directors of the Company unanimously
resolved to organize the following wholly-owned subsidiaries in the
jurisdictions contained in their respective names: (i) G/O International
(Cayman), Inc.; (ii) G/O International (Bermuda), Inc.;(iii) G/O International
(British Virgin Islands or "BVI"), Inc.; and (iv) G/O International
(Netherlands Antilles or "Antilles"), Inc., and that the President be
authorized to employ such attorneys and/or agents in these jurisdictions to
act under the direction and advice of the Company's attorneys in this regard.
The Board of Directors further resolved to sell 1,000,000 "unregistered" and
"restricted" shares of its common stock at a price of $0.05 per share, in
order to pay the costs associated with the formation of these subsidiaries and
to provide initial working capital for them.
On July 10, 1996, which is subsequent to the period covered by this
Report, the Board of Directors of the Company resolved (i) to rescind the
March 12, 1996, resolution in its entirety; (ii) to organize the following
wholly-owned subsidiaries of the Company in the Cayman Islands: G/O
International (Cayman) Inc.; Antares Trading Inc.; Daimyo Industries Ltd; and
Waterbury Resources Inc.; (iii) to sell up to 2,000,000 shares of the Company
s common stock at a price of $0.01 per share pursuant to Regulation S of the
Securities and Exchange Commission to pay the formation costs and provide
working capital for these subsidiaries. A total of 2,000,000 shares were sold
and were issued on July 17, 1996.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits.
None.
(b) Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements 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: Jul. 25, 1996 By /s/ J. L. Burns
------------- ---------------
Jack Burns, Director
President and Treasurer
Date: 07/26/96 By /s/ M. L. Caswell
-------- -----------------
Michael L. Caswell, Director
Vice President and Secretary
Date: 7/27/96 By /s/ Sam Bono
------- ------------
Sam Bono, Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000928447
<NAME> G/O INTERNATIONAL, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 13,055
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,500
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 18,555
<CURRENT-LIABILITIES> 19,545
<BONDS> 0
0
0
<COMMON> 39,854
<OTHER-SE> (40,844)
<TOTAL-LIABILITY-AND-EQUITY> 18,555
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 200
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (200)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
