<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 June 30, 1997
[ ] 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:
August 6, 1997
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.
G/O INTERNATIONAL, INC.
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1997 and December 31, 1996
<TABLE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Consolidated Balance Sheets
<CAPTION>
ASSETS
June 30, December 31,
1997 1996
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 18,925 $ 34,091
Accounts receivable 70,000 -
Prepaid expenses - 986
Total Current Assets 88,925 35,077
OTHER ASSETS
Organization costs 3,200 3,200
Horses 5,700 84,710
Total Other Assets 8,900 87,910
TOTAL ASSETS $ 97,825 $ 122,987
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 12,125 $ 16,134
Advances from stockholders 39,742 34,385
Total Current Liabilities 51,867 50,519
MINORITY INTEREST 76,775 84,666
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.01 par value, 20,000,000
shares authorized; 6,035,372 shares
issued and outstanding 60,354 60,354
Additional paid-in capital 2,315,228 2,315,228
Accumulated deficit prior to
development stage (2,330,609) (2,330,609)
Deficit accumulated during the
development stage (75,790) (57,171)
Total Stockholders' Equity (Deficit) (30,817) (12,198)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 97,825 $ 122,987
</TABLE>
<TABLE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
From
Inception on
For the For the January 1,
Six Months Ended Three Months Ended 1991 to
June 30, June 30, June 30,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
REVENUES
Sales $ 136,500 $ - $ 76,500 $ - $ 136,500
Cost of Sales 95,260 - 53,490 - 95,260
Gross Profit 41,240 - 23,010 - 41,240
EXPENSES:
General and
administrative 66,419 7,446 32,534 7,246 140,540
Total Expenses 66,419 7,446 32,534 7,246 140,540
NET LOSS FROM OPERATIONS(25,179) (7,446) (9,524) (7,246) (99,300)
OTHER INCOME (EXPENSE)
Interest income - 21 - 21 38
Interest expense (1,333) - (706) - (1,693)
Total Other Income
(Expense) (1,333) 21 (706) 21 (1,655)
MINORITY INTEREST 7,893 - 2,391 - 25,165
NET LOSS $ (18,619)$(7,425) $ (7,839)$(7,225) $ (75,790)
LOSS PER SHARE $ (0.00)$ (0.00) $ (0.00)$ (0.00)
</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 income (loss) for the year
ended December 31, 1991 - - - (72)
Balance, December 31, 1991 323,866 3,239 2,321,443 (2,330,681)
Net income (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 income (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 income (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 cancelled 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 income (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 2,000,000,000 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 50,000 500 - -
Liquidating dividend - - (6,400) -
Net income (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)
Net income (loss) for the six
months ended June 30, 1997
(unaudited) - - - (18,619)
Balance, June 30, 1997
(unaudited) 6,035,372 $ 60,354 $2,315,228 $(2,406,399)
</TABLE>
<TABLE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
For the For the January 1,
Six Months Ended Three Months Ended 1991 to
June 30, June 30, June 30,
1997 1996 1997 1996 1997
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
NET LOSS $ (18,619) $ (7,425) $ (7,839) $ (7,225) $ (75,790)
Reconciliation of net
loss to cash provided
(used) in operating
activities:
Common stock issued
in lieu of services
rendered and offset
of advances - - - - 17,300
Minority interest (7,893) - (2,391) - (25,165)
(Increase) decrease in
prepaid expenses 986 - - 5,500 -
Increase (decrease) in
accounts receivable(70,000) - (10,000) - (70,000)
Increase (decrease) in
accounts payable (4,007) 75 (11,119) 167 6,198
Increase (decrease) in
advances from
stockholders 5,357 92 (4,643) - 39,742
Net Cash Provided
(Used) by Operating
Activities (94,176) (7,258) (35,992) (1,558) (107,715)
CASH FLOWS FROM INVESTING
ACTIVITIES
Sale of horses 79,010 - 43,240 - 79,010
Purchase of investments - - - - (3,200)
Purchase of horses - - - - (84,710)
Net Cash Provided
(Used) by Investing
Activities $79,010 $ - $ 43,240 $ - $ (8,900)
CASH FLOWS FROM FINANCING
ACTIVITIES
Payment of dividend $ - $ - $ - $ - $ (6,400)
Cash from minority
shareholders - - - - 101,940
Cash from sales of stock - - - - 40,000
Net Cash Provided (Used)
from Financing
Activities - - - - 135,540
NET CHANGE IN CASH (15,166) (7,258) 7,248 (1,558) 18,925
CASH AT BEGINNING OF
PERIOD 34,091 18,755 11,677 13,055 -
CASH AT END OF PERIOD $ 18,925 $ 11,497 $ 18,925 $ 11,497 $ 18,925
CASH PAID FOR:
Interest $ 1,333 $ - $ 706 $ - $ 1,333
Income taxes - - - - $ -
NON-CASH ITEMS
Common stock issued
in lieu of services
rendered and offset
or advances $ - $ - $ - $ 600 $ 17,600
Common stock returned
and cancelled $ - $ - $ - $ 185 $ 185
</TABLE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Notes to Unaudited Consolidated Financial Statements
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated 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 operations and cash flows at June 30, 1997
and for all periods presented have been made.
Certain information and footnote disclosures normally included in
consolidated financial statements prepared in accordance with general accepted
accounting principles have been condensed or omitted. It is suggested that
these condensed consolidated financial statements be read in conjunction with
the financial statements and notes thereto included in the Company's December
31, 1996 audited consolidated financial statements. The results of operations
for the periods ended June 30, 1997 and 1996 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.
- ------------------
All material operations of the Company during the quarterly period
ended June 30, 1997, were those of its 50.7%-owned subsidiary,
Waterbury Resources, Inc., a Cayman Islands corporation ("Waterbury"). 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. Through Waterbury, its 50.7%-owned subsidiary, the Company received
revenues of $76,500 during the quarterly period ended June 30, 1997. Gross
profit from these sales was $23,010. Due to general and administrative
expenses of $32,534, the Company had a net loss from operations of $9,524
during this period, as compared to a net loss from operations of $7,246 during
the quarterly period ended June 30, 1996. Net losses during these periods
were $7,839 and $7,225, respectively.
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.
------------------
None; not applicable.
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: 8/6/97 By/s/ J. L. Burns
-------------- -------------------
Jack Burns, Director
President and Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 18925
<SECURITIES> 0
<RECEIVABLES> 70000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 88925
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 97825
<CURRENT-LIABILITIES> 51867
<BONDS> 0
0
0
<COMMON> 60354
<OTHER-SE> (91171)
<TOTAL-LIABILITY-AND-EQUITY> 97825
<SALES> 136500
<TOTAL-REVENUES> 136500
<CGS> 95260
<TOTAL-COSTS> 95260
<OTHER-EXPENSES> 66419
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1333
<INCOME-PRETAX> (18619)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
