SECURITIES ANDEXCHANGE COMMISSION

Washington, D.C.20549

_____________________

            

**FORM 10-QSB**
 

(Mark One)
 

(X) Quarterly report pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934 For the quarterly period ended March 31, 2002

 

or
 

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

Commission File Number0-25167
 

**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 PrincipalExecutive Offices)                                  (Zip Code)
 

Registrant'sTelephone Number, Including Area Code

(626) 356-3888
 
Bethurum Laboratories, Inc.

*(Former Name)*
 

 6371Richmond, #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'sclasses of common stock, as of the latest practicable date:8,149,188 shares of common stock, $.001 par value per share, were outstanding asof April 30, 2002.
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**GSL HOLDINGS, INC.**

**BALANCE SHEET**

**As of March 31, 2002**

**(unaudited)**

 

 

 
March 31, 2002
                  December 31, 2001
 
 
 
ASSETS
 
 
    Current Assets
 
 
       Cash      on Hand
10,000   
68,960   
            Leonard W. Burningham Trust Account
153,960   
0   
       United      California Bank
70,830   
0   
    Total Checking and      Savings   
234,790   
68,960   
 
 
 
    Other Current Assets
 
 
       Rent      Deposit
6,256   
0   
    Total Other Current      Assets
6,256   
0   
    Total current Assets
241,046   
68,960   
TOTAL ASSETS
241,046   
68,960   
 
 
 
LIABILITIES & STOCKHOLDERS' EQUITY      (DEFICIT)
 
 
    Current Liabilities
 
 
            Accounts payable
7,940   
7,940   
       Notes      payable - related parties 
550,000   
550,000   
              Total Liabilities
557,940   
557,940   
 
 
 
STOCKHOLDERS' EQUITY (DEFICIT)
 
 
Common stock; authorized 1,000,000,000 common shares,        no par value; 8,149,188 issued and outstanding

219,110   
158,575   
    Additional paid-in      capital
193,356   
26,392   
    Deficit accumulated      during development stage
(673,947)
(673,947)
    Net income
(55,414)
0   
       Total      Stockholders' Equity (Deficit)
(316,894)
(488,980)
 
 
 
TOTAL LIABILITIES AND EQUITY 
241,046   
68,960   
 

 

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**GSL HOLDINGS, INC.**

**STATEMENT OF OPERATIONS**

**Three Months Ended March 31, 2002 and 2001 and the**

**Period from April 22, 1983 through March 31, 2002**

**(unaudited)**

 

 

 

 
Three Months Ended March 31,      2002
Three Months Ended March 31,      2001
From Inception on April 22,      1983 through March 31, 2002
 
 
 
 
REVENUES
-   
-   
-   
    Other income
-   
-   
40,000   
    Interest expense
-
-   
(3,755)
EXPENSES
 
 
 
    General and      administrative
575   
2,413   
 
    Bank service charges
148   
-   
 
    Consulting fees
17,435   
-   
 
    Miscellaneous
8,150   
-   
 
    Office supplies
67   
-   
 
    Payroll expenses -      officers salary
24,500   
-   
 
    Professional fees
750   
-   
 
    Travel and entertainment
3,788   
-   
 
       Total      Expenses
55,414   
2,413   
765,606   
Net Income (loss)
(55,414)
(2,413)
(729,361)
 
 
 
 
 
 
 
 
 

 

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**GSL HOLDINGS, INC.**

**STATEMENT OF CASH FLOWS**

**Three Months Ended March 31, 2002 and 2001 and the**

**Period from April 22, 1983 through March 31, 2002**

**(unaudited)**

 

 
For the Three      Months Ended March 31, 2002
For the Three      Months Ended March 31, 2001
From Inception      on April 22, 1983 through March 31, 2002
CASH FLOWS FROM OPERATING      ACTIVITIES
 
 
 
    Net loss      
55,414        
2,413        
729,361
    Adjustments      to reconcile Net Income to net cash used by 
 
 
 
           operating activities
-        
-        
 
    Common stock      issued for services
-        
-        
4,575        
    Changes in      operating assets and liabilities:
 
 
 
            Increase (decrease) in accounts payable
-        
2,413
7,970        
    Rent deposit
6,256        
-        
6,256        
Net cash provided by operating      activities
(61,670)
(2,413)
(723,102)
CASH FLOWS FROM INVESTING      ACTIVITIES
-        
-        
-        
CASH FLOWS FROM FINANCING      ACTIVITIES
 
 
 
    Issuance of      common stock
217,500        
-        
 
    Additional      paid-in capital
 
-        
 
Net cash provided by financing      activities
217,500        
-        
948,432        
NET INCREASE IN CASH
155,830        
-        
224,790        
CASH AT BEGINNING OF PERIOD
68,690        
-        
10,000        
CASH AT END OF PERIOD
234,790        
-        
234,790        
CASH PAID FOR 
 
 
 
    Interest
-        
-        
-        
    Income taxes
-        
-        
-        
SCHEDULE OF NON-CASH FINANCING      ACTIVITIES
 
 
 
    Common stock      issued for services
-        
-        
4,575        
    Common stock      rescinded
-        
-        
(175,000)
    Subscription      receivable rescinded
-        
-        
(100,000)
 

 

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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 thatare sold by Chinese clients into the US marketplace.  We are not currentlyaware of any other company providing this service.  Because the legalsystem in China is still in an uncertain organizational status for dealings withnon-Chinese businesses, GSL will bridge the cultural and legal differences onbehalf of its clients.  The goal is to give confidence to foreign customersof Chinese companies so that greater trading volume can occur between the twocountries.
 

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

During the next 12 months, the Company's foreseeable cashrequirements will relate to maintaining the Company in good standing, which willrequire legal and accounting services, the provision of office space in theUnited States, and the engagement of various employees and sales agents tomarket the GSL program, both in the US and in China.  If the sums necessaryare not available from operations or from private sales of equity, then theymay be advanced by management or principal stockholders as loans to theCompany. Any such sums would be subordinated to other debts outstanding at thetime.  To date, the company has raised approximately $307,500 in privateplacements, both from US investors and Chinese citizens, and we believesufficient operating capital will be available for the remainder of 2002.  

Results of Operations.---------------------- The Company had no material operations for over five years. The Company incurred losses of ($421,465) for the year ended December 31,2001, and ($244,787) for the year ended December 31,2000. Primarily all ofthese expenses were utilized for attorney's fees, accounting fees and filingfees to maintain the Company in good standing, to file its and itssubsidiary's S-4 Registration Statement with the Securities and ExchangeCommission and to change its domicile to the British Virgin Islands. 
 

Liquidity.

---------- During the year ended December 31, 2001, capital contributions (and loans) by principal stockholders amounted to $550,000; and the amount of $5,288 wassimilarly contributed during the year ended December 31, 2000.  The Company tentatively received $212,500 in stock subscriptions during the yearended December 31, 2000, primarily from Benchmark, pursuantto its Promissory Note payable to the Company, all of which has been returnedand the transaction cancelled.  
 

 

 

                   PART II. OTHER INFORMATION

                                

Item 1.   LEGAL PROCEEDINGS
*** ***

          
The Company is not a party to any pending legal proceeding and, tothe knowledge of management, no federal, state or local governmental agency ispresently contemplating any proceeding against the Company. No director,executive officer or affiliate of the Company or owner of record orbeneficially of more than five percent of the Company's common stock is aparty adverse to the Company or has a material interest adverse to the Companyin any proceeding. 

 

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
 

          
         Pursuant to an S-4 Registration Statement and Joint Proxy Statementand Prospectus of the Company and its subsidiary filed with the Securities andExchange Commission and granted an effective date of October 11, 2000, thestockholders of the Company voted on November 10, 2000, to redomicile theCompany to the British Virgin Islands. Of the 3,300,750 shares of the Companyentitled to vote, 2,726,350 voted for the proposal, with none against and noneabstaining. On September 22, 2000, Bethurum Laboratories, Ltd. wasincorporated in the British Virgin Islands as an International BusinessCompany for the sole purpose of changing the domicile of the Company. OnNovember 13, 2000, the Company filed Articles of Merger with the State ofUtah, and on November 22, 2000, the Company filed Articles of Merger and aPlan of Merger with the Registry of Companies in the British Virgin Islands. Copies of this documentation were filed as exhibits to the Company's 8-KCurrent Report dated November 22, 2000. See Part III, Item 1.  There havebeen no matters submitted to a Vote of Security Holders since that time.
 

 

Item 5.   OTHER INFORMATION  
 

       
 Subsequent to December31, 2001, the Company has sold 149,000 shares of common stock at prices rangingfrom $1.00 to $2.50 per share for total proceeds of $307,500 pursuant to anunregistered private placement of securities.
 

 

 

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K
 

    Reports on Form 8-K  
    8-K Current Report dated January 8, 2002     8-K/A Current Report dated March 21, 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     May20, 2002                GSL HOLDINGS, INC.
 

                         By: /s/Luis Chang

                                 LuisChang

                                 President and Chairman