<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 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
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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:
June 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.
<TABLE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Consolidated Balance Sheets
<CAPTION>
ASSETS
March 31, December 31,
1997 1996
(Unaudited)
<S> <C> <C>
CURRENT ASSETS
Cash $ 11,677 $ 34,091
Accounts receivable 60,000 -
Prepaid expenses - 986
Total Current Assets 71,677 35,077
OTHER ASSETS
Organization costs 3,200 3,200
Horses 48,940 84,710
Total Other Assets 52,140 87,910
TOTAL ASSETS $ 123,817 $ 122,987
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 23,246 $ 16,134
Advances from stockholders 44,385 34,385
Total Current Liabilities 67,631 50,519
MINORITY INTEREST 79,164 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 (67,951) (57,171)
Total Stockholders' Equity
(Deficit) (22,978) (12,198)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 128,817 $ 122,987
</TABLE>
<TABLE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
<CAPTION>
From Inception
On January 1,
For the Three Months Ended 1991, to
March 31, March 31,
1997 1996 1997
<S> <C> <C> <C>
REVENUES
Sales 60,000 - 60,000
Cost of Sales 41,770 - 41,770
Gross Profit 18,230 - 18,230
EXPENSES:
General and administrative 33,885 200 108,006
Total Expenses 33,885 200 108,006
NET LOSS FROM OPERATIONS (15,655) (200) (89,776)
OTHER INCOME (EXPENSE)
Interest income - - 38
Interest expense (627) - (987)
Total Other Income (Expense) (627) - (949)
MINORITY INTEREST 5,502 - 22,774
NET LOSS $ (10,780) $ (200) $ (67,951)
LOSS PER SHARE $ (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 2,321,444 (2,358,175)
Shares returned back to the
Company and canceled in
February 1995 (18,494) (185) 185 -
Balance forward 1,955,372 $ 19,554 $ 2,321,628$(2,358,175)
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 three
months ended March 31, 1997
(unaudited) - - - (10,780)
Balance, March 31, 1997
(unaudited) 6,035,372 $ 60,354 $2,315,228$(2,398,560)
</TABLE>
<TABLE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
<CAPTION>
From
Inception on
January 1,
For the Three Months Ended 1991 through
March 31, March 31,
1997 1996 1997
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
NET LOSS $(10,780) $ (200) $ (67,951)
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 (5,502) - (22,774)
(Increase) decrease in prepaid
expenses 986 (5,500) -
Increase (decrease) in accounts
receivable (60,000) - (60,000)
Increase (decrease) in accounts
payable 7,112 (92) 17,317
Increase (decrease) in advances from
stockholders 10,000 92 44,385
Net Cash Provided (Used) by
Operating Activities (58,184) (5,700) (71,723)
CASH FLOWS FROM INVESTING
ACTIVITIES
Sale of horse 35,770 - 35,770
Purchase of investments - - (3,200)
Purchase of horses - - (84,710)
Net Cash Provided (Used) by
Investing Activities 35,770 - (52,140)
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 (22,414) (5,700) 11,677
CASH AT BEGINNING OF PERIOD 34,091 18,755 -
CASH AT END OF PERIOD $ 11,677 $ 13,055 $ 11,677
CASH PAID FOR:
Interest $ 627 $ - $ 627
Income taxes - - -
NON-CASH ITEMS
Common stock issued in lieu of
services rendered and offset or
advances $ - $ 600 $ 17,600
Common stock returned and canceled $ - $ 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 March 31, 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
March 31, 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 all of its shares in Leather
Leather, Inc. (formerly G/O International Group (USA), Inc.) to Thomas
Pritchard, Esq., as escrow agent, who, according to the terms of a
Dividend Escrow Agreement entered into by the Company and Mr. Pritchard,
will in turn distribute such shares on a prorata basis upon the
registration of such class of shares by G/O Group with the U.S.
Securities and Exchange Commission either pursuant to the Securities Act
of 1933, as amended, or pursuant to registration under Section 12(g) of
the Securities Exchange Act of 1934, as amended.
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 March 31, 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 $60,000 during the quarterly period ended March 31, 1997, from the
sale of a horse. Gross profit from these sales was $18,230. Due to
general and administrative expenses of $33,885, the Company had a net loss
from operations of $15,655 during this period, as compared to a net loss from
operations of $200 during the quarterly period ended March 30, 1996. Net
losses during these periods were $10,780 and $200, 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: 6-10-97 By J. L. Burns
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Jack Burns, Director
President and Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000928447
<NAME> G/O INTERNATIONAL, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 11,677
<SECURITIES> 0
<RECEIVABLES> 60,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 71,677
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 123,817
<CURRENT-LIABILITIES> 67,631
<BONDS> 0
0
0
<COMMON> 60,354
<OTHER-SE> (83,332)
<TOTAL-LIABILITY-AND-EQUITY> 123,817
<SALES> 60,000
<TOTAL-REVENUES> 60,000
<CGS> 41,770
<TOTAL-COSTS> 41,770
<OTHER-EXPENSES> 33,885
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 627
<INCOME-PRETAX> (627)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,780)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
