<PAGE>
<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB-A1
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] 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
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, 1999 -
$0.
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.
April 13, 2000 - $14,103.72. There are approximately 1,410,372 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:
April 13, 2000
6,315,372
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
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<PAGE>
PART II
Item 7. Financial Statements.
---------------------
Consolidated Financial Statements for the year ended
December 31, 1999
Independent Auditor's Report
Consolidated Balance Sheets - December 31, 1999
Consolidated Statements of Operations from inception
on January 1, 1991 to December 31, 1999
and the Years ended December 31, 1999 and
1998
Consolidated Statements of Stockholders' Equity (Deficit)
for the period January 1, 1991 to December 31,
1999
Consolidated Statements of Cash Flows from inception
on January 1, 1991 to December 31, 1999
and the Years ended December 31, 1999 and
1998
Notes to Consolidated Financial Statements
<PAGE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999
<PAGE>
CONTENTS
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . 3
Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Operations . . . . . . . . . . . . . . 5
Consolidated Statements of Stockholders Equity (Deficit) . . . . . 6
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . 9
Notes to the Consolidated Financial Statements . . . . . . . . . 11
<PAGE>
INDEPENDENT AUDITORS' REPORT
Directors and Stockholders
G/O International, Inc.
(A Development Stage Company)
Houston, Texas
We have audited the accompanying consolidated balance sheet of G/O
International, Inc. (a development stage company) as of December 31, 1999 and
the related consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 1999 and 1998 and
from inception of the development stage (January 1, 1991) to December 31,
1999. These consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatements. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of G/O International, Inc. (a development stage company) at December 31, 1999
and the consolidated results of their operations and their cash flows for the
years ended December 31, 1999 and 1998 and from inception of development stage
(January 1, 1991) to December 31, 1999 in conformity with generally accepted
accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 9,
the Company is in the development stage and has limited assets, limited
working capital, and has sustained losses during its development stage
and has capital deficiencies which together raise substantial doubt about its
ability to continue as a going concern. Management's plans regarding those
matters are also discussed in Note 9. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
April 14, 2000
<PAGE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Consolidated Balance Sheet
<TABLE>
<CAPTION>
December 31,
1999
<S> <C>
CURRENT ASSETS
Cash $ 7,295
Total Current Assets 7,295
TOTAL ASSETS $ 7,295
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 178
Advances from stockholders (Note 4) 14,385
Total Current Liabilities 14,563
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.01 par value, 20,000,000 shares authorized:
6,315,372 shares issued and outstanding 63,154
Additional paid-in capital 2,490,224
Accumulated deficit prior to the development stage (2,330,609)
Deficit accumulated during the development stage (230,037)
Total Stockholders' Equity (Deficit) (7,268)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 7,295
</TABLE>
<PAGE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Consolidated Statements of Operations
<TABLE>
<CAPTION>
From
Inception on
January 1,
For the Years Ended 1991 to
December 31, December 31,
1999 1998 1999
<S> <C> <C> <C>
REVENUES
Sales $ - $ 74,500 $ 189,425
Cost of Sales - 45,120 124,130
Gross Profit - 29,380 65,295
EXPENSES
General and administrative 26,929 163,498 353,561
Total Expenses 26,929 163,498 353,561
NET LOSS FROM OPERATIONS (26,929) (134,118) (288,266)
OTHER INCOME (EXPENSE)
Interest income - - 58
Interest expense - (10,880) (12,772)
Total Other Income (Expense) - (10,880) (12,714)
MINORITY INTEREST - 41,882 70,943
NET LOSS $ (26,929)$ (103,116) $ (230,037)
BASIC LOSS PER SHARE $ (0.00)$ (0.02)
BASIC WEIGHTED AVERAGE SHARES 6,232,632 6,215,372
</TABLE>
<PAGE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit)
<TABLE>
<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 $ 2,321,441 $(2,330,609)
Net loss for the year ended
December 31, 1991 - - - (72)
Balance, December 31, 1991 323,866 3,239 2,321,441 (2,330,681)
Net loss for the year ended
December 31, 1992 - - - (1,466)
Balance, December 31, 1992 323,866 3,239 2,321,441 (2,332,147)
Net loss for the year ended
December 31, 1993 - - - (1,678)
Balance, December 31, 1993 323,866 3,239 2,321,441 (2,333,825)
Shares issued to directors in
lieu of services rendered and
offset of advances 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 2,321,441 (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 $ 2,321,626 $(2,358,175)
</TABLE>
<PAGE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
<S> <C> <C> <C> <C>
Balance forward 1,955,372 $ 19,554 $2,321,626 $(2,358,175)
Issuance of shares for cash on
October 23, 1996 at $0.01 per
share 2,000,000 20,000 - -
Shares issued to directors in
lieu of services rendered on
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 2,321,626 (2,362,270)
Issuance of shares for cash on
March 12, 1996 at $0.01 2,000,000 20,000 - -
Issuance of 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 2,315,226 (2,387,780)
Issuance of shares for cash on
October 2, 1997 at $0.25 per
share 40,000 400 9,600 -
Issuance of shares for services
on October 29, 1997 at $0.25
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 $2,339,226 $(2,430,601)
</TABLE>
<PAGE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
<S> <C> <C> <C> <C>
Balance forward 6,135,372 $ 61,354 $ 2,339,226 $(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 2,378,426 (2,533,717)
Issuance of shares for
services on October 29, 1999
at $0.25 per share 60,000 600 14,400 -
Issuance of shares for cash
on October 29, 1999 at $0.25
per share 40,000 400 9,600 -
Capital recognized from
subsidiary - - 87,798 -
Net loss for the year ended
December 31, 1999 - - - (26,929)
Balance, December 31, 1999 6,315,372 $ 63,154 $ 2,490,224 $(2,560,646)
</TABLE>
<PAGE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
From
Inception on
January 1,
For the Years Ended 1991 to
December 31, December 31,
1999 1998 1999
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ 26,929) $ (103,116) $ (230,037)
Reconciliation of net loss to cash
provided (used) in operating
activities: Common stock issued in
lieu of services rendered and offset
of advances 15,000 30,000 77,300
Amortization expense - - 1,280
Minority interest - (24,114) (53,173)
Change in operating assets and
liabilities: (Increase) decrease in
prepaid expenses - 1,920 1,920
Increase (decrease) in accounts
receivable - (754) (754)
Increase (decrease) in accounts
payable 120 23,830 18,079
(Increase) decrease in accrued
expenses - 10,715 10,880
Increase (decrease) in advances from
stockholders - - 14,385
Net Cash Provided (Used) by Operating
Activities (11,809) (61,519) (160,120)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments - (66,200) (69,400)
(Increase) decrease of horses - - (70,700)
Net Cash Provided (Used) by
Investing Activities - (66,200) (140,100)
CASH FLOWS FROM FINANCING ACTIVITIES
Disposition of cash from Waterbury (23,025) - (23,025)
Proceeds from notes payable - related
parties - 140,000 210,000
Payments on notes payable - related
parties - - (45,000)
Payment of dividend - - (6,400)
Cash from minority shareholders - - 101,940
Cash from sales of stock 10,000 10,000 70,000
Net Cash Provided (Used) from
Financing Activities $ (13,025) $ 150,000 $ 307,515
</TABLE>
<PAGE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>
From
Inception on
January 1,
For the Years Ended 1991 to
December 31, December 31,
1999 1998 1999
<S> <C> <C> <C>
NET CHANGE IN CASH $ (24,834) $ 22,281 $ 7,295
CASH AT BEGINNING OF PERIOD 32,129 9,848 -
CASH AT END OF PERIOD $ 7,295 $ 32,129 $ 7,295
CASH PAID FOR:
Interest $ - $ - $ 1,333
Income taxes $ - $ - $ -
NON-CASH ITEMS
Common stock issued in lieu of
services rendered and offset of
advances $ - $ - $ 32,300
Common stock returned and canceled $ - $ - $ 195
Capital recognized from Subsidiary $ 87,798 - $ 87,798
</TABLE>
<PAGE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 1999
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.
<PAGE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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, 1999.
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.
<PAGE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 1999
NOTE 5 - CAPITAL TRANSACTIONS (Continued)
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.
On October 29, 1999, the Company issued 60,000 shares to its officers
for services rendered and 40,000 shares to shareholders for cash valued
at $15,000 and $10,000, respectively, or $0.25 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.
<PAGE>
G/O INTERNATIONAL, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 1999
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, 1999, not operating loss ("NOL")
carry forwards for regular Federal Income Tax purposes of an estimated
$2,100,000 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.
NOTE 8 - GOING CONCERN
The Company has experienced losses totaling $230,037 from inception of
its development stage. The Company also has limited assets and
operating capital with a stockholders' deficit of $7,268 at December
31, 1999. 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 9 - EQUITY INVESTMENT
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 of December 31, 1999, the Company owned 42% of Waterbury
Resources, Inc. As such, Waterbury has not been consolidated in the
December 31, 1999 financial statements. The equity investment has
been recorded at zero. The Company recorded an addition to additional
paid-in capital of $87,798 in conjunction with the non-consolidation
of Waterbury.
<PAGE>
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: April 17, 2000 By /s/ J. L. Burns
-------------- ----------------------
Jack L. Burns, Director
President and Treasurer
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: April 17, 2000 By /s/ J. L. Burns
-------------- ----------------------
Jack L. Burns, Director
President and Treasurer
Date: 4/17/00 By /s/ Michael L. Caswell
------------ ----------------------
Michael L. Caswell, Director
Vice President and Secretary
Date: 4/17/00 By /s/ Sam Bono
------------ ----------------------
Sam Bono, Director
