<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 September 30, 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
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(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:
November 11, 1996
Common Voting Stock - 6,035,372
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.
<TABLE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
<CAPTION>
BALANCE SHEETS
ASSETS
September 30, December 31,
1996 1995
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 13,156 $ 18,755
OTHER ASSETS
Investments - -
Total Current Assets $ 13,156 $ 18,755
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 5,159 $ 5,159
Accounts payable - 92
Advances from stockholders 1,585 14,294
Total Current Liabilities 6,744 19,545
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.01 per value, 20,000,000
shares authorized, 5,985,372 and 3,985,372
shares issued and outstanding,
respectively 59,854 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 (44,459) (31,661)
Total Stockholders' Equity (Deficit) 6,412 (790)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 13,156 $ 18,755
</TABLE>
<TABLE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
<CAPTION>
From Inception
For the Three For the Nine On January 1,
Months Ended Months Ended 1991 Through
September 30, September 30, September 30,
1996 1995 1996 1995 1996
<S> <C> <C> <C> <C> <C>
REVENUES: $- $- $ 21 $ - $ 38
EXPENSES:
Directors services - - - - 5,842
Office expense 448 254 826 485 1,623
Legal and accounting 4,000 500 10,400 1,800 30,466
Count cost - - - - 1,080
License and fees 905 256 1,573 727 5,118
Bank charges 20 - 20 - 368
Total Expenses 5,373 1,010 12,819 3,012 44,497
NET LOSS $(5,373) $(1,010) $(12,798) $(3,012) $(44,459)
LOSS PER SHARE (0.00) (0.00) (0.00) (0.00)
</TABLE>
<TABLE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
From Inception
For the Three For the Nine On January 1,
Months Ended Months Ended 1991 Through
September 30, September 30, September 30,
1996 1995 1996 1995 1996
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $(5,373) $(1,010) $(12,798) $(3,012) $(44,459)
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 - - - - -
Increase (Decrease) in
accounts payable (168) 85 (93) 483 (771)
Increase (Decrease) in
stockholders (12,800) 925 (12,708) 2,529 1,586
Net cash provided (used)
by operating activities (18,341) - (25,599) - (26,844)
CASH FLOWS FROM INVESTING
ACTIVITIES - - - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Cash from sale of common 20,000 - 20,000 - 40,000
Net cash provided by
financing activities 20,000 - 20,000 - 40,000
NET CHANGE IN CASH 1,659 - (5,599) - 13,156
CASH AT BEGINNING OF
PERIOD 11,497 219 18,755 219 -
CASH AT END OF PERIOD $13,156 $ 219 $ 13,156 $ 219 $13,156
NON CASH ITEMS
Common stock issued in
lieu of services
rendered and offset
of advances $ - $ - $ - $ - $17,100
Common stock returned
and canceled $ - $ - $ - $ - $ 185
</TABLE>
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 June 30,
1996 and for all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with general accepted
accounting principles have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with
the financial statement and note thereto included in the Company's
December 31, 1995 audited financial statements. The results of
operations for the periods ended September 30, 1996 and 1995 are not
necessarily indicative of the operating results for the full year.
NOTE 2 - STOCK ISSUANCE
On July 17, 1996 the Company issued 2,000,000 shares of its common stock
at $.01 per share for a total of $20,000.
Note 3 - DISPOSAL OF SUBSIDIARIES
On July 17, 1996, the Company distributed to its shareholders on a
prorata basis all of its shares in G/O International (Cayman), Inc. On
September 17, 1996, the Company distributed to its shareholders on a
prorata basis all of its shares in Leather leather, Inc. (formerly G/O
International Group (USA), Inc.
Item 2. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
- ------------------
Except as stated in Item 5, the Company has not engaged in any
material operations in the last calendar year or the period ending September
30, 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; it
received revenues of $0 during the quarterly period ended September 30, 1996.
It sustained a net loss of $5,373 in the three month period ending September
30, 1996.
On or about July 16, 1996, 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, 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.
Pursuant to a Reorganization Plan and Agreement (the "Valle Grande
Plan") dated July 26, 1996, between and among: (i) the Company, (ii) G/O
International (Cayman) Inc., a Cayman Island corporation, that, prior to the
Reorganization described herein, was the Company's wholly owned subsidiary
("G/O Cayman"), (iii) Valle Grande S.A. de C.V., a Mexican corporation,
("Valle Grande") and (iv) the beneficial owners of 329,856,844 shares of
capital stock of Valle Grande which constitutes 96.45% of the issued and
outstanding capital stock of Valle Grande ("Valle Grande Shareholders"), G/O
Cayman issued, in a stock for stock exchange, a total of 15,333,690 of its
Ordinary Shares, $0.0001 par value per share, for a total of 329,856,844
shares or 96.45% of the issued and outstanding shares of capital stock of
Valle Grande, thereby giving G/O Cayman control of Valle Grande and its
subsidiary corporations. No cash or other consideration was tendered in
connection with the Reorganization. For a complete discussion of the Valle
Grande Plan, see the Company's Current Report on Form 8-K, and its amended
Current Report on Form 8-K-A1, both of which are dated August 7, 1996. The
Form 8-K was filed with the Securities and Exchange Commission on August
21, 1996, and the Form 8-K-A1 is filed concurrently herewith.
Pursuant to a Reorganization Plan and Agreement (the "LLI Plan")
dated September 17, 1996, between and among: (i) the Company, (ii) G/O
International Group (USA) Inc., a Delaware corporation, that, prior to the
Reorganization described herein, was the Company's wholly owned subsidiary
("G/O Group"), (iii) Leather Leather, Inc., a Texas corporation, ("LLI") and
(iv) Kent Bouldin, the beneficial owner of 10,000 shares of capital stock of
LLI which constitutes 100% of the issued and outstanding capital stock of LLI
("LLI Shareholders"), G/O Group exchanged, in a stock for stock exchange, a
total of 8,000,000 shares of its $0.0001 par value per share common stock for
a total of 10,000 shares or 100% of the issued and outstanding shares of
capital stock of LLI, making LLI a wholly owned subsidiary of G/O Group. No
cash or other consideration was tendered in connection with the
Reorganization. For a complete discussion of the LLI Plan, see the Company's
Current Report on Form 8-K, dated September 25, 1996, which was filed with the
Securities and Exchange Commission on October 2, 1996, and its Form 8-K-A1,
dated September 25, 1996, which is filed concurrently herewith.
On October 25, 1996, which is subsequent to the period covered by
this Report, the Board of Directors of the Company unanimously resolved to
issue 10,000 "unregistered" and "restricted" shares to each of the following
persons in consideration of services rendered: Jack Burns; Michael L.
Caswell; Sam Bono; Branden T. Burningham; and Sheryl Ross. All of these
shares have been issued as of the date of this Report.
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits.
None.
(b) Reports on Form 8-K.
Form 8-K dated August 7, 1996*
Form 8-K-A1 dated August 7, 1996*
Form 8-K dated September 25, 1996**
Form 8-K-A1 dated September 25, 1996**
* These documents and related exhibits have been
previously filed with the Securities and Exchange
Commission and are incorporated herein by reference.
** These documents and related exhibits are filed
concurrently herewith and are incorporated herein
by reference.
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: Jan. 31, 1997 By J. L. Burns
-------------- -------------------
Jack Burns, Director
President and Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000928447
<NAME> G/O INTERNATIONAL, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 13,156
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,156
<CURRENT-LIABILITIES> 6,744
<BONDS> 0
0
0
<COMMON> 59,854
<OTHER-SE> (53,442)
<TOTAL-LIABILITY-AND-EQUITY> 13,156
<SALES> 0
<TOTAL-REVENUES> 21
<CGS> 0
<TOTAL-COSTS> 12,819
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (12,798)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,798)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
