SECURITIES AND
EXCHANGE COMMISSION





Washington, D.C.
20549





_____________________











FORM 10-QSB







(Mark One)





(X) Quarterly report
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the
quarterly period ended June 30, 2003





or







(  ) Transition
report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to ___________







Commission File Number
0-25167







GSL HOLDINGS, INC.





(Exact Name of Registrant as Specified in Its Charter)







British Virgin Islands                                          
N/A





(State or Other Jurisdiction of                           (I.R.S. employer





Incorporation or Organization)                          Identification No.)





123 South Los Robles Avenue,
Pasadena, California                   92708





(Address of Principal
Executive Offices)                                  
(Zip Code)





Registrant's
Telephone Number, Including Area Code





(626) 356-3888





Bethurum Laboratories, Inc.





(Former Name)







6371
Richmond, #200, Houston, Texas 77057





(Former Address)







Indicate by check (X) whether the issuer (1) has filed  all reports  required  to be filed by Section  13  or  15(d)  of  the Securities  Exchange Act of 1934 during the preceding  12  months (or  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.   YES  (X)        NO  (  )







Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 8,843,618 shares of common
stock, no par value per share, were outstanding as of June 30, 2003.



---

CONTENTS







PART I.  FINANCIAL INFORMATION







Item 1.   Financial Statements















Item 2.   Management's Discussion and Analysis of Financial Condition





and Results of Operations



Item 3.   Controls and Procedures





PART II. OTHER INFORMATION







Item 1.   Legal Proceedings







Item 2.   Changes in Securities







Item 3.   Defaults Upon Senior Securities







Item 4.   Submission of Matters to a Vote of Security Holders







Item 5.   Other Information







Item 6.   Exhibits and Reports on Form 8-K

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INDEPENDENT
ACCOUNTANTS'

REVIEW REPORT



The Board of Directors

GSL Holdings, Inc. and
Subsidiaries

(Formerly Bethurum
Laboratories, Inc.)

(A Development Stage
Company)

Pasadena, California



We have
reviewed the accompanying consolidated balance sheet of GSL Holdings, Inc. and
subsidiaries as of June 30, 2003, and the related consolidated statements of
operations, stockholders' equity and cash flows for the six-month period (January 1, 2003
through June 30, 2003) then ended, in accordance with Standards for Accounting
and Review Services issued by the American Institute of Certified Public
Accountants.  All information included in these financial statements is the
representation of the management of GSL Holdings, Inc and subsidiaries.

















A review consists
principally of inquiries of Company personnel and analytical procedures applied to financial data.  It is
substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such
an opinion.











Based on our
review, we are not aware of any material modifications that should be made to
the accompanying financial statements in order for them to be in conformity with accounting principles
generally accepted in the United States of America.



The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 3
to the consolidated financial statements, the Company is a development stage
company with no significant operating results to date, which raises substantial
doubt about its ability as a going concern.  Management's plans in regard
to these matters are also described in Note 3.  The consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





















KENNY H. LEE CPA GROUP, INC.











August 5, 2003



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GSL HOLDINGS, INC. AND
SUBSIDIARIES

(FORMERLY BETHURUM
LABORATORIES, INC.)

(A Development Stage
Company)

CONSOLIDATED BALANCE SHEET

June 30, 2003 (Unaudited)



|                                                                                                             | June 30, 2003       | 
|------------------------------------------------------------------------------------------------------------ | ------------------- | 
|                                                                                                             |                     | 
|ASSETS                                                                                                       |                     | 
|Current
    assets                                                                                           |                     | 
|Cash and cash equivalents                                                                                    | $      8,147        | 
|Accounts receivable, net of allowance for doubtful accounts of $0                                            | 10,000              | 
|Prepaid expense                                                                                              | 2,550               | 
|                                                                                                             |                     | 
|Total current assets                                                                                         | 20,697              | 
|                                                                                                             |                     | 
|Property
    and equipment, net (note 4)                                                                     | 2,278               | 
|                                                                                                             |                     | 
|Other
    assets (note 5, 6)                                                                                 | 882,354             | 
|                                                                                                             |                     | 
|Total assets                                                                                                 | $  905,329          | 
|                                                                                                             |                     | 
|LIABILITIES AND STOCKHOLDERS'
    EQUITY                                                                     |                     | 
|Current
    liabilities                                                                                      |                     | 
|Note payable (note 7)                                                                                        | $            
    - | 
|Notes payable - related party (note 8)                                                                       | 248,000             | 
|Deferred revenue (note 9)                                                                                    | 10,000              | 
|Accrued expenses and other liabilities (note 10)                                                             | 422,093             | 
|                                                                                                             |                     | 
|Total current liabilities                                                                                    | 690,093             | 
|                                                                                                             |                     | 
|Long-term
    liabilities                                                                                    | -                   | 
|                                                                                                             |                     | 
|Total long term liabilities                                                                                  | -                   | 
|                                                                                                             |                     | 
|Commitments and contingencies (note 11)                                                                      | -                   | 
|                                                                                                             |                     | 
|Stockholders' equity                                                                                         |                     | 
|Common stock, no par value;
    Authorized 1,000,000,000 shares;
    8,843,618 shares issued and outstanding | 1,285,195           | 
|Additional paid-in capital                                                                                   | -                   | 
|Deferred consulting fees                                                                                     | -                   | 
|Accumulated other comprehensive income (loss)                                                                | -                   | 
|Accumulated deficits                                                                                         | (1,069,959)         | 
|                                                                                                             |                     | 
|Total stockholders' equity                                                                                   | 215,236             | 
|                                                                                                             |                     | 
|Total liabilities and stockholders' equity                                                                   | $  905,329          | 
|                                                                                                             |                     | 

The accompanying notes are an integral part of these
consolidated financial statements.

---

GSL HOLDINGS, INC. AND
SUBSIDIARIES

(FORMERLY BETHURUM
LABORATORIES, INC.)

(A Development Stage
Company)

CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the
Six-Month Periods Ended June 30, 2003 and 2002 (Unaudited)



|                                                       | Three months
    June 30, 2003 |  | Six months
    June 30, 2003 |  | Three months
    June 30, 2002 |  | Six months
    June 30, 2002
|------------------------------------------------------ | ------------------------------ |  | ---------------------------- |  | ------------------------------ |  | ----------------------------
|                                                       |                                |  |                              |  |                                |  |                             
|Net Sales                                              | $                
    -        |  | $      34,499                |  | $              
    -          |  | $              
    -       
|                                                       |                                |  |                              |  |                                |  |                             
|Selling, general and
    administrative expenses       | 141,970                        |  | 360,901                      |  | 613,559                        |  | 831,265                     
|                                                       |                                |  |                              |  |                                |  |                             
|Operating income (loss)                                | (141,970)                      |  | (326,402)                    |  | (613,559)                      |  | (831,265)                   
|                                                       |                                |  |                              |  |                                |  |                             
|Other income (expense)                                 |                                |  |                              |  |                                |  |                             
|Interest income                                        | 1                              |  | 1                            |  | -                              |  | -                           
|Interest expense and other expense                     | (5,908)                        |  | (11,536)                     |  | -                              |  | -                           
|                                                       |                                |  |                              |  |                                |  |                             
|Total other income (expense)                           | (5,907)                        |  | (11,535)                     |  | -                              |  | -                           
|                                                       |                                |  |                              |  |                                |  |                             
|Income (loss) before income taxes                      | (147,877)                      |  | (337,937)                    |  | (613,559)                      |  | (831,265)                   
|                                                       |                                |  |                              |  |                                |  |                             
|Deferred tax benefits
    (note 6)                     | 64,639                         |  | 144,472                      |  | -                              |  | -                           
|                                                       |                                |  |                              |  |                                |  |                             
|Provision for income
    taxes                         | -                              |  | 800                          |  | -                              |  | -                           
|                                                       |                                |  |                              |  |                                |  |                             
|Net income (loss)                                      | (83,238)                       |  | (194,265)                    |  | (613,559)                      |  | (831,265)                   
|                                                       |                                |  |                              |  |                                |  |                             
|Other comprehensive
    income (loss)                  |                                |  |                              |  |                                |  |                             
|Foreign currency translation adjustment                | -                              |  | -                            |  | -                              |  | -                           
|                                                       |                                |  |                              |  |                                |  |                             
|Comprehensive income (loss)                            | $      (83,238)                |  | $    (194,265)               |  | $    (613,559)                 |  | $    (831,265)              
|                                                       |                                |  |                              |  |                                |  |                             
|Basic and diluted
    earnings (loss) per common share | $         
    (0.01)          |  | $         
    (0.02)        |  | $         
    (0.07)          |  | $         (0.10)            
|                                                       |                                |  |                              |  |                                |  |                             
|Weighted average number
    of common shares           | 8,833,856                      |  | 8,785,425                    |  | 8,360,979                      |  | 8,267,540                   
|                                                       |                                |  |                              |  |                                |  |                             

The accompanying notes are an integral part of these
consolidated financial statements.

---

GSL HOLDINGS, INC. AND
SUBSIDIARIES

(FORMERLY BETHURUM
LABORATORIES, INC.)

(A Development Stage
Company)

CONSOLIDATED
STATEMENTS OF CASH FLOWS

For the
Six-Month
Periods Ended June 30, (unaudited)



|                                                                                                           | 2003                  |  | 2002                 
|---------------------------------------------------------------------------------------------------------- | --------------------- |  | ---------------------
|Cash flow from operating
    activities:                                                                   |                       |  |                      
|Net income
    (loss)                                                                                      | $  (194,265)          |  | $  (831,265)         
|                                                                                                           |                       |  |                      
|Adjustments to reconcile net income (loss) to net cash
    provided
    by (used in) operating activities: |                       |  |                      
|Depreciation                                                                                               | 262                   |  | 65                   
|Amortization of deferred consulting fees                                                                   | 36,432                |  | 564,993              
|Common Stock issued for  services                                                                          | -                     |  | 2,000                
|Options issued for services                                                                                | -                     |  | 23,469               
|Common stock issued for consulting services                                                                | 50,000                |  | -                    
|Common stock issued for exercise of options                                                                | 46,530                |  | -                    
|(Increase) decrease in                                                                                     |                       |  |                      
|Prepaid expense                                                                                            | (2,550)               |  | -                    
|Prepaid security deposits - other assets                                                                   | 3,118                 |  | (9,006)              
|Deferred tax assets - other assets                                                                         | (144,472)             |  | -                    
|Increase (decrease) in                                                                                     |                       |  |                      
|Deferred revenue                                                                                           | -                     |  | 10,000               
|Accrued expenses and other liabilities                                                                     | 202,775               |  | 20,563               
|Total adjustments                                                                                          | 192,095               |  | 612,084              
|Net cash provided by (used in) operating activities                                                        | (2,170)               |  | (219,181)            
|                                                                                                           |                       |  |                      
|Cash flow from investing
    activities:                                                                   |                       |  |                      
|Acquisition of property and equipment                                                                      | -                     |  | (2,411)              
|Net cash provided by (used in) investing activities                                                        | -                     |  | (2,411)              
|                                                                                                           |                       |  |                      
|Cash flow from financing
    activities:                                                                   |                       |  |                      
|Repayment of
    note payable                                                                              | (30,000)              |  | (300,000)            
|Proceeds from notes payable                                                                                | -                     |  | 50,000               
|Proceeds from notes payable - related party                                                                | 38,000                |  | 50,500               
|Proceeds from
    reorganization                                                                           | -                     |  | 500                  
|Issuance of
    common stock for cash                                                                      | -                     |  | 437,500              
|Net cash provided by (used in) financing activities                                                        | 8,000                 |  | 238,500              
|                                                                                                           |                       |  |                      
|Cumulative translation adjustment                                                                          | -                     |  | -                    
|                                                                                                           |                       |  |                      
|Net increase  in cash and cash equivalents                                                                 | 5,830                 |  | 16,908               
|                                                                                                           |                       |  |                      
|Cash and cash equivalents at
    beginning of period                                                       | 2,317                 |  | -                    
|Cash and cash equivalents at end of
    period                                                             | $        8,147        |  | $       16,908       
|                                                                                                           |                       |  |                      
|Supplemental disclosure of cash
    flow information:                                                      |                       |  |                      
|Cash paid
    during the period for:                                                                       |                       |  |                      
|Interest                                                                                                   | $              
    - |  | $              
    -
|Income tax                                                                                                 | $              
    - |  | $              
    -
|                                                                                                           |                       |  |                      

The accompanying notes
are an integral part of these consolidated financial statements.

---



GSL HOLDINGS, INC.
AND SUBSIDIARIES

(FORMERLY BETHURUM
LABORATORIES, INC.)

(A Development Stage
Company)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

March 31, 2003 (Unaudited)

(1)    Organization and Line of Business



Effective January 8, 2002, Bethurum Laboratories, Inc. (Bethurum),
    and Global Starlink Group, Inc. (Global), a corporation organized under the
    laws of the Cayman Islands, British West Indies, completed a Plan and
    Agreement of Reorganization whereby Bethurum issued 7,600,000 shares of its
    common stock in exchange for all of the outstanding common stock of Global.
    Immediately prior to the Plan and Agreement of Reorganization, Bethurum had
    400,188 shares of common stock issued and outstanding. The acquisition was
    accounted for as a recapitalization of Global because the shareholders of
    Global controlled Bethurum after the acquisition was completed. Global was
    treated as the acquiring entity for accounting purposes and Bethurum was the
    surviving entity for legal purposes. There was no adjustment to the carrying
    value of the assets or liabilities of Global Starlink Group, Inc. (Global)
    and its wholly owned subsidiaries, nor was there any adjustment to the
    carrying value of the net assets of Bethurum. All references to shares of
    common stock have been retroactively restated.

On January 18, 2002, Bethurum changed its name to GSL Holdings, Inc.

Also effective January 18, 2002, a 1 for 4 reverse split
    of the Company's common stock was effected. All references to shares of
    common stock in the accompanying consolidated financial statements have been
    retroactively restated to reflect this reverse stock split.

As a result of the exchange transaction, the Company's
    primary business is now that business which is the planned business to be
    carried on by Global in an effort to assure, streamline, facilitate, and
    promote trade between China and the rest of the World. The Company's mission
    is to create a Global Business Partnership Network (GBPN) in which trade
    between China and the Western economies can flow freely with integrity and
    security for all parties involved. Within the GBPN community, the Company
    expects to foster trade under the World Trade Organization (WTO) rules and
    regulations, execute on the commitments made by China to open trade,
    integrate with the Western economy, and offer a more predictable environment
    for trade and foreign investment. Also, as a part of the establishment of
    GBPN, the Company plans to create a network of China Trade Centers (CTC) or
    marketplaces, where Chinese businesses can showcase their state of the art
    manufacturing capabilities and products to the international business
    community.

In September 2002, in the continued process to fulfill
    the Company's mission, the Company entered into a 'Corporate Combination
    Agreement' with 'Pacific Garment manufacturing Group, Ltd. ("Pacific"),' a
    British Virgin Islands corporation, a supply chain management company
    specializing in the apparel/textile industry, and 'Beyond Expectation
    Production Company, Ltd.' (the shareholder). Pursuant to the 'Agreement',
    the Company will exchange all of the issued and outstanding shares of
    Pacific for shares (authorized but unissued, restricted, non-voting common
stock) of the Company, valued at $2.50 per share, in an amount equal to eight
times Pacific's earnings before interest, taxes, depreciation, and amortization
for the fiscal year ended March 30, 2002. Due to a contingency clause of the
'Agreement', the transaction has not been closed as of June 30, 2003.

In order to accelerate the establishment of GBPN, the
    Company acquired one hundred percent (100%) of 'Global Starlink Group (Hong
    Kong) Limited', a Hong-Kong based company, mainly engaged in trading in
    November 2002, and established a wholly owned subsidiary named 'GSL
    (Beijing) Investment Management Consultant Limited' in China in December
    2002.

(2)    Summary of Significant Accounting Policies

Affirmative Statement

The accompanying consolidated financial statements have
    been adjusted to include all adjustments which in the opinion of the
    management of the Company are necessary in order to make the consolidated
    financial statements not misleading.

Principles of Consolidation

The consolidated financial statements include the
    accounts of GSL Holdings, Inc. and its wholly owned subsidiaries, Global
    Starlink Group, Inc., Global Starlink Group (Hong Kong) Limited and GSL
    (Beijing) investment Management Consultant Limited. All significant
    intercompany accounts and transactions are eliminated in consolidation. All
    of the entities are collectively referred to as "the Company".

Revenue Recognition

Revenues on services (e.g. providing certain benefits to
    members entering into GBPN, assisting companies in China or Hong Kong in
    carrying out marketing and sales activities in the U.S.A., assisting
    companies in liaising with potential enterprise to employ the service to be
    provided by the China Trade Center, etc.) are generally recognized when
    services are made. The

Comprehensive Income

The Company adopted
    Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
    Comprehensive Income." This statement establishes standards for reporting
    comprehensive income and its components in a financial statement.
    Comprehensive income, as defined, includes all changes in equity (net
    assets) during a period from non-owner sources. Examples of items to be
    included in comprehensive income, which are excluded from net income,
    include foreign currency translation adjustments and unrealized gains and
    losses on available-for-sale securities.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company
    considers all highly liquid investments purchased with an original maturity
    of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are recorded at cost. Maintenance
    and repairs are expensed as paid, and expenditures that increase the useful
    life of the asset are capitalized.

For financial reporting purposes, depreciation
is provided using the straight-line method over the following estimated useful
lives of the respective assets.

|Office equipment       | 5 years
|---------------------- | -------
|                       |        
|Furniture and fixtures | 7 years

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities
    in accordance with the requirements of Statements of Financial Accounting
    Standards No. 107, "Disclosures About Fair Value of Financial Instruments."
    The carrying values of cash and cash equivalents, accounts receivable, notes
    payable, deferred revenue and accrued expenses approximate fair value due to
    their short-term maturities of these instruments.

Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation,"
    establishes and encourages the use of the fair value based method of
    accounting for stock-based compensation arrangements under which
    compensation cost is determined using the fair value stock-based
    compensation determined as of the date of grant and is recognized over the
    periods in which the related services are rendered. The statement also
    permits companies to elect to continue using the current implicit value
    accounting method specified in Accounting Principles Bulletin ("APB")
    Opinion No. 25, "Accounting for Stock Issued to Employees," to account for
    stock-based compensation issued to employees. The Company has elected to use
    the intrinsic value based method and has disclosed the pro forma effect of
    using the fair value based method to account for its stock-based
    compensation.

Income Taxes

The Company accounts for income taxes in accordance with
    Statement of Financial Accounting Standard (SFAS) No. 109, "Accounting for
    Income Taxes", which was adopted in 2002.

In accordance with SFAS No. 109, deferred income taxes
    are recognized for the tax consequences in future years of differences
    between the tax basis of assets and liabilities and their financial report
    amounts at each period end, based on enacted tax laws and statutory tax
    rates applicable to the periods in which the differences are expected to
    affect taxable income. Valuation allowances are established, when necessary,
    to reduce deferred tax assets to the amount expected to be realized. The
    provision for income taxes represents the tax payable for the period, if
    any, and the change during the period in deferred tax assets and
    liabilities.

Loss per Share

The Company utilizes SFAS No. 128, "Earnings per Share."
    Basic loss per share is computed by dividing loss available to common
    shareholders by the weighted-average number of common shares outstanding.
    Diluted loss per share is computed similar to basic loss per share except
    that the denominator is increased to include the number of additional common
    shares that would have been outstanding if the potential common shares had
    been issued and if the additional common shares were dilutive. Because the
    Company has incurred net losses, basic and diluted loss per share are the
    same.

Foreign Currency Exchange Gains and Losses



Estimates

In preparing financial statements in conformity with
    generally accepted accounting principles, management makes estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosures of contingent assets and liabilities at the date of the
    financial statements, as well as the reported amounts of revenues and
    expenses during the reporting period. Actual results could differ from those
    estimates.

Certain Risks and Concentrations

Ongoing customer credit evaluations are performed by the
    Company and collateral is not required. The Company maintains allowances for
    potential returns and credit losses. Management believes that no allowance
    is needed at June 30, 2003.

The Company's services include components subject to
    degree of assurance and guarantee of the services and products sold by the
    customers in China into the US marketplace, because the legal system in
    China is still in an uncertain organizational status for dealing with
    non-Chinese businesses. Failure to assure and guarantee could adversely
    affect the Company's operating results. While the Company has ongoing
    programs to minimize the adverse effect of such failures and considers
    political and economic change in estimating its allowances, such estimates
    could change in the future.

One customer accounted for 100% of the Company's net revenues
for the six-month period ended June 30, 2003.  At June 30, 2003, no
amount was due from such customer.

Recently Issued Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB")
    issued SFAS No. 143, "Accounting for Asset Retirement Obligations." This
    statement applies to legal obligations associated with the retirement of
    long-lived assets that result from the acquisition, construction,
    development, and/or the normal operation of long-lived assets, except for
    certain obligations of lessees. This statement is not applicable to the
    Company.

In July 2001, the FASB issued SFAS No. 141, "Business
    Combinations." This statement addresses financial accounting and reporting
    for business combinations and supersedes Accounting Principles Bulletin
    ("APB") Opinion No. 16, "Business Combinations," and SFAS No. 38,
    "Accounting for Pre-Acquisition Contingencies of Purchased Enterprises." All
    business combinations in the scope of this statement are to be accounted for
    using one method, the purchase method. The provisions of this statement
    apply to all business combinations initiated after June 30, 2001. Use of the
    pooling-of-interests method for those business combinations is prohibited.
    This statement also applies to all business combinations accounted for using
    the purchase method for which the date of the acquisition is July 1, 2001 or
    later.

In July 2001, the FASB issued SFAS No. 142, "Goodwill and
    other Intangible Assets." This statement addresses financial accounting and
    reporting for acquired goodwill and other intangible assets and supersedes
    APB Opinion No. 17, "Intangible Assets." It addresses how intangible assets
    that are acquired individually or with a group of other assets (but not
    those acquired in a business combination) should be accounted for in
    financial statements upon their acquisition. This statement also addresses
    how goodwill and other intangible assets should be accounted for after they
    have been initially recognized in the financial statements. It is effective
    for fiscal years beginning after December 15, 2001. Early application is
    permitted for entities with fiscal years beginning after March 15, 2001,
    provided that the first interim financial statements have not been issued
    previously.

In August 2001, the FASB issued SFAS No. 144, "Accounting
    for the Impairment or Disposal of Long-Lived Assets," which supersedes both
    FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets
    and for Long-Lived Assets to Be Disposed of" and the accounting and
    reporting provisions of APB Opinion No. 30, "Reporting the Results of
    Operations - Reporting the Effects of Disposal of a Segment of a Business
    and Extraordinary, Unusual and Infrequently Occurring Events and
    Transactions (Opinion 30)," for the disposal of a segment of a business (as
    previously defined in the Opinion). SFAS No. 144 retains the fundamental
    provisions in SFAS No. 121 for recognizing and measuring impairment losses
    on long-lived assets held for use and long-lived assets to be disclosed of
    by sale, which also resolving significant implementation issues associated
    with SFAS No. 121. SFAS No. 144 retains the basic provisions of Opinion 30
    on how to present discontinued operations in the income statement but
    broadens that presentation to include a component of an entity (rather than
    a segment of a business). Unlike SFAS No. 121, an impairment assessment
    under SFAS No. 144 will never result in a write-down of goodwill. Rather,
    goodwill is evaluated for impairment under SFAS No. 142, "Goodwill and Other
    intangible Assets." This statement is not applicable to the Company.

In July 2002, the FASB issued SFAS No. 146, "Accounting
    for Costs Associated with Exit of Disposal Activities," which supersedes
    EITF No. 94-3, "Liability Recognition for Certain Employment Termination
    Benefits and Other Costs to Exit an Activity." SFAS No. 146 requires
    companies to record liabilities for costs associated with exit or disposal
    activity. Adoption of this standard is effective for exit or disposal
    activities that are initiated after December 31, 2002. The Company believes
    the adoption of this statement will not have a material impact on the
    Company.

(3)    Going Concern



Management believes, however, that, as the Company is in
    the development stage, this selling, general administrative expense is an
    ingredient for the growth of the Company. It believes that formal operations
    pursuing various business opportunities along with seeking transactions with
    existing operating companies will result in improvement of operating results
    of the Company and net earnings will be recorded in the near future.

The accompanying consolidated financial statements do not
    include any adjustments that might be necessary if the Company is unable to
    continue as a going concern.

(4)    Property and Equipment



|Office Equipment               | $ 1,898
|------------------------------ | -------
|Furniture and fixtures         | 1,000  
|                               | 2,898  
|                               |        
|Less: accumulated depreciation | 620    
|Total                          | $ 2,278
|                               |        

Depreciation expense was $262 for the six-month period ended June 30,
2003.

(5)    Other Assets

Other assets consist of security deposits resulting from
    non-cancelable operating leases for office space, officer's housing
    allowance and warehouse space.

In April 2002 and February 2003, the Company entered into
non-cancelable operating leases for office space and officer's housing
allowance. Security deposits of $5,250 and $3,756, respectively, were made in
    conjunction with these leases. Due to early termination of the lease for
officer's housing allowance, a part of the security deposit was applied to rent
expense, with a remaining deposit balance of $600 as of June 30, 2003.

On October 16, 2002, the Company also entered into a
    non-cancelable operating lease for approximately 200,000 square feet of
    warehouse space, with a monthly payment of $80,000 expiring through February
    2008. As of June 30, 2003, $80,000 of security deposit has not been
    made, but presented as 'Other Assets' and 'Other Liabilities' in the
    accompanying consolidated financial statements. Further, on October 16,
    2002, the Company entered into an agreement to purchase this real property.
    The purchase price was set at $20,000,000 and is scheduled to close on April
    1, 2004.

(6)    Income Taxes - Deferred Tax Assets

The following table presents the current and deferred income tax
(benefit) provision for federal and state income taxes for the six-month
period ended June 30, 2003:



|Current tax provision:                    |   |          
|----------------------------------------- | - | ---------
|Federal                                   | $ | -        
|State                                     | $ | 800      
|                                          | $ | 800      
|                                          |   |          
|Deferred tax (benefit) provision:         |   |          
|Federal                                   | $ | (114,660)
|State                                     | $ | (30,612) 
|                                          | $ | (145,272)
|                                          |   |          
|Add: deferred tax assets at Dec. 31, 2002 | $ | 651,994  
|                                          |   |          
|Deferred tax assets at June 30, 2003      | $ | (796,466)
|                                          |   |          

Current income taxes are based upon the year's income
    taxable for federal and state tax reporting purposes. Deferred income taxes
    (benefits) are provided for certain income and expenses, which are
    recognized in different periods for tax and financial reporting purposes.

Deferred income tax assets and liabilities are computed
    annually for differences between the financial statements and tax basis of
    assets and liabilities that will result in taxable or deductible amount in
    the future based on enacted tax laws and rates applicable to the period in
    which the differences are expected to affect taxable income.

In assessing the realizability of deferred tax assets,
    management considers whether it is more likely than not that some portion or
    all of the deferred tax assets will not be realized. The ultimate
    realization of deferred tax assets is dependent upon the generation of
    future taxable income during the periods in which those temporary
    differences become deductible. Management considers the scheduled reversal
    of deferred tax liabilities, the projected future taxable income and tax
    planning strategies in making this assessment. Based on projections for
    future taxable income over the periods, during which the deferred tax assets
    are deductible, management believes that it is more likely that most of the
    deferred tax assets will be realized.

As of June 30, 2003, the Company had net operating
    loss carryforwards for federal and state income tax purposes of
    approximately $1,859,166. The net operating loss carryforwards may be offset
    against future taxable income through 2022. The utilization of net operating
    loss carryforwards may be limited due to the ownership change under the
    provisions of Internal Revenue Code Section 382 and similar state
    provisions.



(7)    Note Payable



In consideration for the payment of the note, the Company
issued 100,000 shares of common stock on January 22, 2003 at the price of $0.50
per share, pursuant to the "Agreement for Consulting Services" dated January 8,
2002.  Due to creditor's unwillingness to accept common stock, however, the
Company paid $30,000 in cash consideration for the quarter ended June 30, 2003,
and paid $10,000 in July 2003.

At June 30, 2003, an outstanding balance under the
    note was $10,000.

(8)    Notes Payable - Related Party

For the quarter ended June 30, 2003, a total of $38,000 was
advanced to the Company by the shareholder of Global Starlink Group, Inc. 
Interest is imputed at eight (8) percent per annum and is due upon demand.

At June 30, 2003, an outstanding borrowing under this advance
was $248,000 and total interest accrued for the six-month period ended June 30,
2003 was $9,768.

(9)    Deferred Revenue

In June 2002, the Company entered into 'Membership
    Agreements' with an entity and an individual desiring to participate in the GSL Business Partnership Network (GBPN). As of
    June 30, 2003, the activities anticipated by one of these Membership
    Agreements has been commenced and paid, but the activities for the other
    Membership Agreement has formally not. Accordingly, the $10,000 membership fee unrealized as of
    June 30,
    2003 has been recognized as deferred revenue in the accompanying
    consolidated financial statements. The Company anticipates entering into
    similar Membership Agreements with other individuals and entities in the
    near future.

In December 2002, the Company entered into 'Service
    Agreement' with an entity registered in Hong Kong. Pursuant to the
    'Agreement', the Company will assist an entity to carry out marketing and
    sales activities in U.S. in order to promote the image and sales of service
    of the China Trade Center (CTC) in the U.S., to liaise with central and
    regional government bureaus in order to establish connections to enterprises
    for the promotion of sales of service of the CTC, to liaise with potential
    enterprises to employ the service to be provided by the CTC, and to provide
    staffs, office premises and reasonable office environments to provide the
    above stated services to an entity in the U.S. In consideration for the
    services provided by the Company, the entity agreed to pay 'Service Fee' by
    installment by May 1, 2003. Pursuant to the "Service Agreement", on January
6, 2003 and February 24, 2003, the Company received partial payments of "serve
Fee" of $17,917 and $16,582, respectively, and service has been realized as of
June 30, 2003.  Accordingly, $34,499 of revenue has been recognized for
the six-month period ended June 30, 2003.

(10)    Other Liabilities



In August 2002, the Company entered into a 'Strategic
    Alliance Agreement' with Pattern Logistic Limited, a corporation formed
    under the laws of the British Virgin Islands. This agreement provides for
    the Strategic Alliance representative to market and promote the Company's
    Global Partnership Network (GPN) in China on an exclusive basis. The
    Strategic Alliance representative may participate in revenue generated by
    the GPN through the enrollment of participants, provided certain terms and
    conditions are met. The formal activities and operations of the Alliance and
    the GPN have not yet commenced as of June 30, 2003.  The Strategic
    Alliance representative deposited $64,085 with the Company to help fund this
    development. If the Strategic Alliance representation fulfills the
    requirements per the agreement, the $64,085 will be refunded to the
    Strategic Alliance representative. Other similar Strategic Alliance
    Agreements may be entered into by the Company in the near future.

The Company incurred $114,000 of
deferred salaries, the difference between the stated salaries ($120,000) and the
actual compensation ($6,000), for the services provided by an officer, which was
charged to operations for the six-month period ended June 30, 2003.  At
June 30, 2003, none of the deferred compensation was actually paid.

In June 2003, the Company sold 6,800 shares (total value: $17,000) of its
common stock at the price of $2.50 per share to a certain company in Hong Kong. 
As of June 30, 2003, the issuance of the Company's common stock was in progress.

(11)    Commitments and Contingencies

Leases

At October 16, 2002 and February 21, 2003, the Company
    entered into non-cancelable operating leases expiring through February 2008
    and February 2004 for warehouse space and officer's housing allowance. 
    At April 2, 2002, the Company also entered into a non-cancelable operating
    sub-lease expiring through February 2004 for office space. A certain lease
    contains a provision for fixed rent increase, along with an increase in
    certain operating expenses.

In June 2003, the lease for officer's housing
    allowance was terminate early due to relocation to China.

Future minimum lease payments under the non-cancelable
    operating leases and the sub-lease as of June 30, 2003 are as follows:

|Year Ending December 31,     |                
|---------------------------- | ---------------
|                             |                
|2003                         | $       835,300
|2004                         | 2,043,825      
|2005                         | 2,400,000      
|2006                         | 2,400,000      
|2007                         | 2,400,000      
|Thereafter                   | 350,000        
|                             |                
|Total minimum lease payments | $  10,429,125  
|                             |                

Rent expense charged to operations for the six-month
    period ended June 30, 2003 was $27,707.

Litigation





Jess Foster vs. GSL Holdings and Luis Chang individually, case number
    BC289097 in the Los Angeles Superior Court System.



As of June 30, 2003, the principal amount and accrued
    interest payable in conjunction with this claim were presented as 'Note
    Payable' and 'Accrued Expenses' of Liabilities and Stockholders' Equity of
    the accompanying consolidated financial statements.

Other than this claim, based upon advice from legal
    counsel, there are neither existing claims nor pending or threatened
    litigation, either asserted or unasserted, which would be material to the
    Company.

(12)    Stockholders' Equity



Common Stock

On January 1, 2003, the Company entered into an agreement
  for consulting services with one of its shareholders.  The agreement
  provides for services to be rendered through December 31, 2004, in exchange
  for compensation of $12,000 per month.

On January 8, 2003, the Company entered into a consulting service
  contract with an individual.
    The agreement provides for services to be rendered through January 8, 2004, in
  exchange for compensation in the form of options to purchase 60,000 shares of
  the Company's common stock.  The Company issued these shares of common
  stock at the price of $0.50 (total value:  $30,000) on March 7, 2003.

On March 20, 2003, the Company also entered into a
  consulting services agreement, effective April 1, 2003, with an individual to
  provide a variety of services to the Company.  The agreement provides for
  services to be rendered through March 31, 2003 in exchange for compensation in
  the form of options to purchase 16,530 shares of the Company's common stock at
  the price of $1.00 per share.  The Company issued these shares (total
  value: $16,530) of common stock on April 23, 2003.

On April 23, 2003, the Company issued 24,000 shares of its
  common stock for replacement of options (120,000 shares) exercised on May 21,
  2002, due to non-performance of mutually agreed-upon procedures and services. 
  120,000 shares of options exercise were not yet rescinded as of June 30, 2003.

As of June 30, 2003, 8,843,618 shares of common stock were
  issued and outstanding.

Stock Options

In September 2002, the Company entered into a stock
    option agreement with an officer. Pursuant to the 'Agreement', the Company
    granted the option to purchase fifty thousand (50,000) common shares, at a
    price of $1.00 per share. This option was intended to be a Non-statutory
    Option and immediately exercisable.

The Company has adopted only the disclosure provisions of
    SFAS No. 123. It applies Accounting Principles Bulletin ("APB") Option No.
    25, "Accounting for Stock Issued to Employees," and related interpretations
    in accounting for its plans and does not recognize compensation expense for
    its stock-based compensation plans other than for restricted stock and
    options issued to outside third parties. If the Company had elected to
    recognize compensation expense based upon the fair value of the share price
    (determined by the approximate market price at the time of grant) at the
    grant date for awards under this plan consistent with the methodology
    prescribed by SFAS No. 123, the Company's net loss and loss per share would
    be increased to the pro forma amounts indicated below for the six-month
  period ended June 30, 2003:

|Net income (loss)                      |   |          
|-------------------------------------- | - | ---------
|As reported                            | $ | (194,265)
|Pro forma                              | $ | (319,265)
|Basic earnings (loss) per common share |   |          
|As reported                            | $ | (0.02)   
|Pro forma                              | $ | (0.04)   



The following summarizes all of the Company's stock option transactions:

|                           | Stock Options Outstanding |   | Weighted Average Exercise Price |  | Stock Options Outstanding
      Outside of Plan |   | Weighted Average Exercise Price
|-------------------------- | ------------------------- | - | ------------------------------- |  | ----------------------------------------------- | - | -------------------------------
|                           |                           |   |                                 |  |                                                 |   |                                
|Outstanding, Dec 31, 2002  | 50,000                    | $ | 0.70                            |  | -                                               | $ | -                              
|Granted                    | -                         |   | -                               |  | -                                               | $ | -                              
|Exercised                  | -                         |   | -                               |  | -                                               | $ | -                              
|Cancelled                  | -                         |   | -                               |  | -                                               | $ | -                              
|                           |                           |   |                                 |  |                                                 |   |                                
|Outstanding, June 30, 2003 | 50,000                    | $ | 0.70                            |  | -                                               | $ | -                              
|                           |                           |   |                                 |  |                                                 |   |                                
|Exercisable, June 30, 2003 | 50,000                    | $ | 0.70                            |  | -                                               | $ | -                              
|                           |                           |   |                                 |  |                                                 |   |                                

Information relating to these options is as follows:

|Exercise Price | Stock Options
    Outstanding | Stock Options
    Exercisable | Weighted-Average
    Remaining Contractual Life | Weighted-Average
    Exercise Price of Options Outstanding | Weighted-Average
    Exercise Price of Options Exercisable
|-------------- | ----------------------------- | ----------------------------- | ----------------------------------------------- | ---------------------------------------------------------- | ----------------------------------------------------------
|$  1.00        | 50,000                        | 50,000                        | 3.2 years                                       | $  0.70                                                    | $  0.70                                                   
|               | 50,000                        | 50,000                        |                                                 |                                                            |                                                           
|               |                               |                               |                                                 |                                                            |                                                           







For purposes of computing the pro forma disclosures
    required by SFAS No. 123, the fair value of each option granted to employees
    and directors is estimated using the Black Scholes option-pricing model with
    the following weighted-average assumptions for the six-month period ended
June 30, 2003: dividend yields of 0%, expected volatility of 0%, risk-free interest
    rate of 1.06%, and expected lives of four (4) years.



The Black-Scholes option valuation model was developed
    for use in estimating the fair value of traded options which have no vesting
    restrictions and are fully transferable. In addition, option valuation
    models require the input of highly subjective assumptions including the
    expected stock price volatility. Because the Company's employee stock
    options have characteristics significantly different from those of traded
    options, and because changes in the subjective input assumptions can
    materially affect the fair value estimate, in management's opinion, the
    existing models do not necessarily provide a reliable single measure of the
    fair value of its employee stock options.

---





ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL





CONDITION AND RESULTS OF OPERATIONS





Plan of Operation.
 GSL plans to assure or provide a guarantee of the services and products that
are sold by Chinese clients into the US marketplace.  We are not currently
aware of any other company providing this service.  Because the legal
system in China is still in an uncertain organizational status for dealings with
non-Chinese businesses, GSL will bridge the cultural and legal differences on
behalf of its clients.  The goal is to give confidence to foreign customers
of Chinese companies so that greater trading volume can occur between the two
countries.





GSL is intending to
conduct business in five cities in China, initially, to demonstrate the ability
of GSL to provide the services promised.  Each Chinese city will have an
operating company that is a wholly-owned subsidiary of GSL and an assurance
company, which is partly owned by GSL and partly owned by the City in China
through its governmental agencies.  Each assurance company will be funded
by the Chinese City, in US dollars, so that if any problems arise, these funds
may be utilized to solve or minimize the problems.  Fees will be charged to
Chinese companies for the GSL services and also to US companies who seek to have
the transaction with a particular GSL client guaranteed.



During the next 12 months, the Company's foreseeable cash
requirements will relate to maintaining the Company in good standing, which will
require legal and accounting services, the provision of office space in the
United States, and the engagement of various employees and sales agents to
market the GSL program, both in the US and in China.  If the sums necessary
are not available from operations or from private sales of equity, then they
may be advanced by management or principal stockholders as loans to the
Company. Any such sums would be subordinated to other debts outstanding at the
time.  To date, the company has raised approximately $307,500 in private
placements, both from US investors and Chinese citizens, and we believe
sufficient operating capital will be available for the remainder of 2002.

Results of Operations

For the quarter ended June 30, 2003, the Company recorded no net sales
compared to no net sales recorded for the quarter ended June 30, 2002.  The
company recorded $34,449 of net sales for the six-month period ended June 30,
2003 as compared to no recorded sales for the same period in 2002.

The Company incurred losses before income taxes of $337,937
and $831,265 for the six-month periods ended June 30, 2003 and 2002,
respectively. The net loss for the six-month period ended June 30, 2003 was
mainly due to $177,212 of consulting fees which is equal to 49% of the total
selling, general and administrative expenses. 
Deferred salaries to an officer represented $114,000 out of the total expenses
of the Company for the six-month period ended June 30, 2003.

Liquidity and Sources of Capital

At June 30, 2003, the Company had total current assets of
$20,697 and total current liabilities of $690,093 resulting in a deficit in
working capital of $669,396. In addition, to date the Company has incurred
accumulated deficits totaling $1,069,959. These circumstances have prompted the
Company to include a "going concern" explanation in the consolidated financial
statements for the six-month period ended June 30, 2003.

By fully implementing and realizing success from its "Plan of Operations"
and by promoting equity placement further, the Company plans to secure its
operating funds in the future.

ITEM 3.  CONTROLS AND PROCEDURES





The Company's Chief Executive Officer and Chief Financial Officer have concluded, based
on an evaluation conducted within 90 days prior to the filing date of this quarterly report on Form
10-QSB, that the Company's disclosure controls and procedures have functioned effectively so as
to provide those officers the information necessary whether:







(i) this quarterly report on Form 10-QSB contains any untrue statement of a material
fact or omits to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with
respect to the period covered by this quarterly report on Form 10-QSB, and







(ii) the financial statements, and other financial information included in this quarterly
report on Form 10-QSB, fairly present in all material respects the financial condition,
results of operations and cash flows of the Company as of, and for, the periods
presented in this quarterly report on Form 10-QSB.



There have been no significant changes in the Company's internal controls or in other factors
since the date of the Chief Executive Officer's and Chief Financial Officer's evaluation that could
significantly affect these internal controls, including any corrective actions with regards to significant
deficiencies and material weaknesses.



---







PART II. OTHER INFORMATION











Item 1.   LEGAL PROCEEDINGS



Jess Foster vs. GSL Holdings and Luis Chang individually, case number
    BC289097 in the Los Angeles Superior Court System.







Item 2.   CHANGES IN SECURITIES







Not Applicable







Item 3.   DEFAULTS UPON SENIOR SECURITIES







None







Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS







None





Item 5.   OTHER INFORMATION





None.







Item 6.   EXHIBITS AND REPORTS ON FORM 8-K





> Reports on Form 8-K:  None
> 
> Exhibit 99.1 -  Certification Pursuant to Section 906 of the
> Sarbannes-Oxley Act of 2002 and Certification pursuant to Section 302 of the
> Sarbannes-Oxley Act of 2002







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.









Date     August 12, 2003GSL HOLDINGS, INC.









By: /s/
Luis Chang





Luis
Chang





President and Chairman





CERTIFICATION PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002In connection with the Quarterly Report of
GSL Holdings, Inc. (the "Company") on Form 10-QSB for the period ending June 30,
2003, as filed with the Securities and Exchange Commission on the date
hereof (the "Report'), I, Luis Chang, President and Chairman of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and
belief:(1) The report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and(2) The
information contained in the Report fairly presents, in all material respects,
the financial condition and result of operations of the Company.

By: /s/ Luis Chang





Luis
Chang





President and Chairman

---



Exhibit 99.2

|Pursuant to the requirements of Rule
    13a-14 of the Securities Exchange Act of 1934, as amended, Luis Chang provides the following
      certification.     I, Luis Chang,
    President and Chairman of GSL Holdings, Inc.
      ("Company"), certify that:
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                             
|2.                                                                                                                                                                                                                                                             
|3.                                                                                                                                                                                                                                                             
|4.                                                                                                                                                                                                                                                             
|5.                                                                                                                                                                                                                                                             

|a.     | All significant deficiencies
      in the design or operation of internal controls which could adversely
      affect the Company's ability to record, process, summarize and report
      financial data and have identified for the Company's auditors any material
      weaknesses in internal controls, and                                                 
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|b.     | Any fraud, whether or not
      material, that involves management or other employees who have a
      significant role in the Company's internal controls; and                                                                                                                                                                                                  
|      
|**6.** | I have indicated in this quarterly report whether or not there were
      significant changes in internal controls or in other factors that could
      significantly affect internal controls subsequent to the date of my most
      recent evaluation, including any corrective actions with regard to
      significant deficiencies and material weaknesses.
|       |                                                                                                                                                                                                                                                                                                                                                                  

/s/ Luis Chang

Luis Chang

President and Chairman