SECURITIES AND EXCHANGE COMMISSION





Washington, D.C.
20549

_________________



FORM 10QSB





(Mark One)



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

For the quarterly period ended September 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: 22,914,063 shares of common
stock, no par value per share, were outstanding as of September 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

---





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 September 30, 2003, and the related consolidated statements of
operations, stockholders' equity and cash flows for the nine-month period (January 1, 2003
through September 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.











November 10, 2003



---



GSL HOLDINGS, INC. AND
SUBSIDIARIES

(FORMERLY BETHURUM
LABORATORIES, INC.)

(A Development Stage
Company)

CONSOLIDATED BALANCE SHEET

September 30, 2003 (Unaudited)



|                                                                                                                        | September 30,
    2003 | 
|----------------------------------------------------------------------------------------------------------------------- | ---------------------- | 
|                                                                                                                        |                        | 
|ASSETS                                                                                                                  |                        | 
|Current
    assets                                                                                                      |                        | 
|Cash and cash equivalents                                                                                               | $  563,627             | 
|Accounts receivable, net of allowance for doubtful accounts of $0                                                       | 10,000                 | 
|Prepayments and other current assets                                                                                    | 68,628                 | 
|                                                                                                                        |                        | 
|Total current assets                                                                                                    | 642,255                | 
|                                                                                                                        |                        | 
|Property
    and equipment, net (note 4)                                                                                | 23,870,800             | 
|                                                                                                                        |                        | 
|Other assets (note 5, 6)                                                                                                | 1,006,149              | 
|                                                                                                                        |                        | 
|Total assets                                                                                                            | $ 25,519,204           | 
|                                                                                                                        |                        | 
|LIABILITIES AND STOCKHOLDERS'
    EQUITY                                                                                |                        | 
|Current
    liabilities                                                                                                 |                        | 
|Notes payable - related party (note 7)                                                                                  | $  359,000             | 
|Deferred revenue (note 8)                                                                                               | 10,000                 | 
|Accrued expenses and other liabilities (note 9)                                                                         | 1,504,830              | 
|                                                                                                                        |                        | 
|Total current liabilities                                                                                               | 1,873,830              | 
|                                                                                                                        |                        | 
|Long-term
    liabilities                                                                                               | -                      | 
|                                                                                                                        |                        | 
|Total long term liabilities                                                                                             | -                      | 
|                                                                                                                        |                        | 
|Commitments and contingencies (note 10)                                                                                 | -                      | 
|                                                                                                                        |                        | 
|Stockholders' equity                                                                                                    |                        | 
|Common stock, no par value;
    Authorized 1,000,000,000 shares;
    22,914,063 shares issued and outstanding (note 11) | 24,888,085             | 
|Additional paid-in capital                                                                                              | -                      | 
|Deferred consulting fees                                                                                                | -                      | 
|Accumulated other comprehensive income (loss)                                                                           | (5,382)                | 
|Accumulated deficits                                                                                                    | (1,237,329)            | 
|                                                                                                                        |                        | 
|Total stockholders' equity                                                                                              | 23,645,374             | 
|                                                                                                                        |                        | 
|Total liabilities and stockholders' equity                                                                              | $  25,519,204          | 
|                                                                                                                        |                        | 

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
Nine-Month Periods Ended September 30, 2003 and 2002 (Unaudited)



|                                                       | Three months
    Sept. 30,
    2003 |  | Nine months
    Sept. 30,
    2003 |  | Three months
    Sept. 30, 2002 |  | Nine months
    Sept. 30, 2002
|------------------------------------------------------ | ----------------------------------- |  | ---------------------------------- |  | ------------------------------- |  | ------------------------------
|                                                       |                                     |  |                                    |  |                                 |  |                               
|Net Sales                                              | $                
    -             |  | $      34,499                      |  | $              
    -           |  | $              
    -         
|                                                       |                                     |  |                                    |  |                                 |  |                               
|Selling, general and
    administrative expenses       | 284,335                             |  | 645,236                            |  | 801,190                         |  | 1,632,455                     
|                                                       |                                     |  |                                    |  |                                 |  |                               
|Operating income (loss)                                | (284,335)                           |  | (610,737)                          |  | (801,190)                       |  | (1,632,455)                   
|                                                       |                                     |  |                                    |  |                                 |  |                               
|Other income (expense)                                 |                                     |  |                                    |  |                                 |  |                               
|Interest income                                        | 78                                  |  | 79                                 |  | -                               |  | -                             
|Interest expense and other expense                     | (7,508)                             |  | (19,044)                           |  | (12,667)                        |  | (12,667)                      
|                                                       |                                     |  |                                    |  |                                 |  |                               
|Total other income (expense)                           | (7,430)                             |  | (18,965)                           |  | (12,667)                        |  | (12,667)                      
|                                                       |                                     |  |                                    |  |                                 |  |                               
|Income (loss) before income taxes                      | (291,765)                           |  | (629,702)                          |  | (813,857)                       |  | (1,645,122)                   
|                                                       |                                     |  |                                    |  |                                 |  |                               
|Deferred tax benefits
    (note 6)                     | 124,395                             |  | 268,867                            |  | -                               |  | -                             
|                                                       |                                     |  |                                    |  |                                 |  |                               
|Provision for income
    taxes                         | -                                   |  | 800                                |  | -                               |  | -                             
|                                                       |                                     |  |                                    |  |                                 |  |                               
|Net income (loss)                                      | (167,370)                           |  | (361,635)                          |  | (813,857)                       |  | (1,645,122)                   
|                                                       |                                     |  |                                    |  |                                 |  |                               
|Other comprehensive
    income (loss)                  |                                     |  |                                    |  |                                 |  |                               
|Foreign currency translation adjustment                | (5,382)                             |  | (5,382)                            |  | -                               |  | -                             
|                                                       |                                     |  |                                    |  |                                 |  |                               
|Comprehensive income (loss)                            | $      (172,752)                    |  | $    (367,017)                     |  | $    (813,857)                  |  | $    (1,645,122)              
|                                                       |                                     |  |                                    |  |                                 |  |                               
|Basic and diluted
    earnings (loss) per common share | $         
    (0.01)               |  | $         
    (0.04)              |  | $         
    (0.10)           |  | $         (0.20)              
|                                                       |                                     |  |                                    |  |                                 |  |                               
|Weighted average number
    of common shares           | 11,680,335                          |  | 9,760,999                          |  | 8,554,036                       |  | 8,098,610                     
|                                                       |                                     |  |                                    |  |                                 |  |                               

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
Nine-Month Periods Ended September 30, (unaudited)



|                                                                                                           | 2003                  |  | 2002                 
|---------------------------------------------------------------------------------------------------------- | --------------------- |  | ---------------------
|Cash flow from operating
    activities:                                                                   |                       |  |                      
|Net income
    (loss)                                                                                      | $  (361,635)          |  | $  (1,645,122)       
|                                                                                                           |                       |  |                      
|Adjustments to reconcile net income (loss) to net cash
    provided
    by (used in) operating activities: |                       |  |                      
|Depreciation                                                                                               | 452                   |  | 170                  
|Amortization of deferred consulting fees                                                                   | 36,432                |  | 805,722              
|Common Stock issued for  services                                                                          | -                     |  | 59,719               
|Options issued for services                                                                                | -                     |  | 200,000              
|Common stock issued for consulting services                                                                | 50,000                |  | -                    
|Common stock issued for exercise of options                                                                | 46,530                |  | -                    
|Common stock issued for acquisition of property                                                            | 19,064,890            |  | -                    
|(Increase) decrease in                                                                                     |                       |  |                      
|Prepayments and other current assets                                                                       | (68,628)              |  | -                    
|Prepaid security deposits - other assets                                                                   | 3,718                 |  | (9,006)              
|Deferred tax assets - other assets                                                                         | (268,867)             |  | -                    
|Increase (decrease) in                                                                                     |                       |  |                      
|Deferred revenue                                                                                           | -                     |  | 10,000               
|Accrued expenses and other liabilities                                                                     | 1,285,512             |  | 259,445              
|Total adjustments                                                                                          | 20,150,039            |  | 1,326,050            
|Net cash provided by (used in) operating activities                                                        | 19,788,404            |  | (319,072)            
|                                                                                                           |                       |  |                      
|Cash flow from investing
    activities:                                                                   |                       |  |                      
|Acquisition of property and equipment                                                                      | (23,868,712)          |  | (2,411)              
|Net cash provided by (used in) investing activities                                                        | (23,868,712)          |  | (2,411)              
|                                                                                                           |                       |  |                      
|Cash flow from financing
    activities:                                                                   |                       |  |                      
|Repayment of
    note payable                                                                              | (40,000)              |  | (300,000)            
|Proceeds from notes payable                                                                                | -                     |  | 50,000               
|Proceeds from notes payable - related party                                                                | 149,000               |  | 90,500               
|Proceeds from
    reorganization                                                                           | -                     |  | 500                  
|Issuance of
    common stock for cash                                                                      | 4,538,000             |  | 500,500              
|Net cash provided by (used in) financing activities                                                        | 4,647,000             |  | 341,500              
|                                                                                                           |                       |  |                      
|Cumulative translation adjustment                                                                          | (5,382)               |  | -                    
|                                                                                                           |                       |  |                      
|Net increase  in cash and cash equivalents                                                                 | 561,310               |  | 20,017               
|                                                                                                           |                       |  |                      
|Cash and cash equivalents at
    beginning of period                                                       | 2,317                 |  | -                    
|Cash and cash equivalents at end of
    period                                                             | $  563,627            |  | $       20,017       
|                                                                                                           |                       |  |                      
|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

September 30, 2003 (Unaudited)



(1)        Organization and Line of Business







GSL Holdings, Inc. (the
Company), formerly named as Bethurum Laboratories, Inc., was incorporated under
the laws of the British Virgin Islands on September 22, 2000.  Bethurum
Laboratories, Inc. was a shell corporation with no other material operations
until the acquisition.







Effective January 8,
2002, Bethurum Laboritories, 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 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 Consulting Ltd.' in China in December
2002.







In March 2003, the
Company established a wholly owned subsidiary named 'GSL International Business
Port (NanTong) Co., Ltd. in China, in order to facilitate good market
construction and management service.







In May 2003, the Company
also established a wholly owned subsidiary named 'GSL (HaiMen) International
Business Port Management Co., Ltd. in China to provide business and sightseeing
development and management service in international field and to provide
international economic and technological information consultation service.







In September 2003, the
Company also established a wholly owned subsidiary named 'GSL (NanTong)
International Business Development Co., Ltd. in China, in order to accelerate
the establishment of GBPN.





# (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, GSL (BeiJing) Investment Management Consulting Ltd.,
GSL International Business Port (NanTong) Co., Ltd., GSL (HaiMen) International
Business Port Management Co., Ltd. and GSL (NanTong) International Business
Development Co., Ltd.  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 Company does not provide a specific return
policy.  The Company does not provide discounts to the customers.



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.



Building                                     39 years

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 is
the same.

# 

# 

Foreign Currency Exchange Gains and Losses

# 



The reporting currency
for the Company is the United States dollar. The functional currencies of the
Company's foreign subsidiaries are Hong Kong Dollar and Chinese Yuan Renminbi.
Subsidiaries' assets and liabilities are translated into United States dollars at
the exchange rate in effect at the balance sheet date. Revenue and expenses are
translated at weighted average rate of exchange prevailing during the period.
The resulting cumulative translation adjustments are disclosed as a component of
accumulative other comprehensive income (loss) in shareholders' equity. Foreign
currency transaction gains and losses are recorded in the statements of
operations and comprehensive income (loss) as a component of general and
administrative expense.

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 September 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 nine-month period ended September
30, 2003.  At September 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







The Company's consolidated financial
statements are prepared using generally accepted accounting principles
applicable to a going concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. However, for the
nine-month period ended September 30, 2003, the Company incurred a net loss
before income taxes of $629,702, mainly due to
$247,204 of consulting fees and $174,000 of deferred salaries to an officer
consisting of 38% and 27%, respectively, of total selling, general and
administrative expenses.  Further, the Company does not have an established
source of revenues sufficient to cover its operating costs to allow it to
continue as a going concern.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.  If such consulting fee
expense and deferred salaries were not incurred, management believes that total
selling, general and administrative expenses might be $224,032, resulting in net
loss before income taxes of $208,498 for the nine-month period ended September
30, 2003.







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





Property and equipment at September 30,
2003 consist of the following:



|Land                           |  | $  19,064,890
|------------------------------ |  | -------------
|Building                       |  | 4,794,875    
|Office equipment               |  | 6,814        
|Furniture and fixtures         |  | 5,031        
|                               |  | 23,871,610   
|                               |  |              
|Less: accumulated depreciation |  | 810          
|                               |  |              
|Total                          |  | $  23,870,800
|                               |  |              















Depreciation expense was $452 for the nine-month period ended September 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, the Company entered into a non-cancelable
operating lease for office space.  Security deposit of $5,250 was made in
conjunction with the lease.

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 September 30, 2003, $80,0000 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 nin-month period ended September 30, 2003:









|Current tax provision:                    |                       
|----------------------------------------- | ----------------------
|Federal                                   | $               
    -
|State                                     | $          
    800   
|                                          | $          
    800   
|                                          |                       
|Deferred tax (benefit) provision:         |                       
|Federal                                   | $ (213,386)           
|State                                     | $   (56,281)          
|                                          | $ (269,667)           
|                                          |                       
|Add: deferred tax assets at Dec. 31, 2002 | 651,994               
|                                          |                       
|Deferred tax assets at Sept. 30, 2003     | $ (920,861)           
|                                          |                       



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







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 September 30, 2003,
the Company had net operating loss carryforwards for federal and state income
tax purposes of approximately $2,149,535.  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)        Notes Payable
- Related Party







For the quarter ended
September 30, 2003, a total of $111,000 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 September 30, 2003, an outstanding
borrowing under this advance was $359,000, and total interest accrued for the
nine-month period ended September 30, 2003 was $16,942.







(8)       
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 September
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
September 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 only a partial payment of
'Service Fee' of $17,917 and $16,582, respectively, and service has been
realized as of September 30, 2003.  Accordingly, $34,499 of revenue has been
recognized for the nine-month period ended September 30, 2003.







(9)      Other
Liabilities







Other liabilities consist mostly of
$80,000 of security deposit payable, $64,085 of refund payable for Strategic
Alliance Representative, $174,000 of deferred salaries to an officer,  $809,873 of land-fillings, grindings and
construction materials payable for building construction in the city of NanTong,
and $17,000 of adavnce for the Company's common
stock unissued as of September 30, 2003.







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 September 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
$174,000 of deferred salaries, the difference between the stated salaries
($180,000) and the actual compensation ($6,000), for the services provided by an
officer, charged to operations for the nine-month period ended September 30,
2003.  At September 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 September 30, 2003,
the issuance of the Company's common stock was in progress.











(10)     
Commitments and Contingencies



Leases



At October 16, 2003 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
terminated early due to relocation to China.



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







Year Ending



December 31,









2003
                                                                        $       
827,650





2004
                                                                              
2,043,825





2005                                                                        
       2,400,000





2006                                                                        
       2,400,000





2007                                                                        
       2,400,000





Thereafter                                                                   
     350,000



Totalminimum lease
payments                                 $ 10,421,475



Rent expense charges to operations for the nine-month period
ended September 30, 2003 was $37,167.

Litigation

# 





For the nine-month period
ended September 30, 2003, the following legal proceeding was filed.











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











The claim was for $40,000
plus interest on a loan issued by Foster to the Company.  Before the
maturity of the note, the Company issued 100,000 shares of its common stock to a
plaintiff in order to settle the case.  Due to plaintiff's unwillingness to
accept the common stock, however, the Company paid $30,000 for the quarter ended
June 30, 2003 and $10,000 in July 2003 to settle the case.











As of September 30, 2003,
accrued interest payable in conjunction with this claim was presented as  '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.







(11)     
Stockholders' Equity







Common Stock















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 service 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, 2004, 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 exercised were
not rescinded yet as of September 30, 2003.











On September 5, 2003, the
Company entered into a stock subscription agreement with Everbright Development
Overseas Limited.  Pursuant to an agreement, the Company issued
restricted  common stock of 4,538,000 shares (at the price of $1.00
per share) to the subscriber, and the subscriber paid $30,000 and $4,508,000 to GSL (Beijing) Investment Management Consulting Ltd. and GSL International
Business Port (NanTong) Co., Ltd., wholly owned subsidiaries of the Company, on
June 24, 2003 and August 5, 2003, respectively, in order to provide registration
capital for both subsidiaries in compliance with the corporation establishment
rules in China.  As of September 30, 2003, a physical stock certificate had
not been issued, but was issued on November 10, 2003.



In September 2003, the Company entered
into an agreement to acquire property (total area - approximately 350,370 square
meters; valued at $19,064,890) located in the city of NanTong in China from 'Everbright
Development Overseas Limited' to establish the world's largest trade center for
finery products.  Pursuant to an agreement, the Company issued 9,532,445
shares of restricted common stock at a price of $2.00 per share.  As of
September 30, 2003, the acquisition was completed.  A physical stock
certificate had not been issued as of September 30, 2003, but it was issued on
November 10, 2003.











As of September 30, 2003, 22,914,063 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 nine-month period ended September 30,
2003:



|Net income (loss)                      |                  
|-------------------------------------- | -----------------
|As reported                            | $(361,635)       
|Pro forma                              | $(486,635)       
|Basic earnings (loss) per common share |                  
|As reported                            | $     
    (0.04)
|Pro forma                              | $     
    (0.06)



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, September 30,
      2003 | 50,000                    | $ | 0.70                            |  | -                                               | $ | -                              
|                                      |                           |   |                                 |  |                                                 |   |                                
|Exercisable, September 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                        | 3.0 years                                       | $  0.70                                                    | $  0.70                                                   
|               | 50,000                        | 50,000                        |                                                 |                                                            |                                                           
|               |                               |                               |                                                 |                                                            |                                                           













For purposes of computing 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 nine-month period ended September 30, 2003:
dividend yields of 0%, expected volatility of 0%, risk-free interest rate of
0.95%, 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 to not
necessarily provide a reliable single measure of the fair value of its employee
stock options.



(12)     
Subsequent Event

In September 2003, in order to provide housing and catering
services to the customers of two business ports of NanTong and HaiMen, 'GSL (HaiMen)
International Business Port Management Co. Ltd.', a wholly owned subsidiary of
the Company, entered into a contract with 'Everbright Development Overseas
Limited' to purchase a hotel (total area - 24,374 square meters; total net value
- $7,980,653) located in the city of HaiMen, Jiangsu Province, China.

Pursuant to the contract, the Company will issue its
restricted common stock of 3,990,326 at the price of $2.00 per share.

As of the balance sheet date, the transaction had not been
consummated pending further due diligence.











---





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 2003.

Results of Operations

For the quarter ended September 30, 2003, the Company
recorded no net sales compared to no net sales recorded for the quarter ended
September 30, 2002.  The company recorded $34,499 of net sales for the nine-month period ended
September 30, 2003 as compared to none recorded sales for the same period in 2002.

The Company incurred losses before income taxes of $629,702
and $1,645,122 for the nine-month periods ended September 30, 2003 and 2002,
respectively. The net loss for the nine-month period ended September 30, 2003
was mainly due to consulting fees which were equal to 38% of the total selling,
general and administrative expenses.  Deferred salaries to an officer
represented $174,000 out of the total expenses
of the Company for the nine-month period ended September 30, 2003.

Liquidity and Sources of Capital

At September 30, 2003, the Company had total current assets
of $642,255 and total current liabilities of $1,873,830 resulting in a deficit in
working capital of $1,231,575. In addition, to date the Company has incurred
accumulated deficits totaling $1,237,329. These circumstances have prompted the
Company to include a "going concern" explanation in the consolidated financial
statements for the nine-month period ended September 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.

The claim is for $40,000
plus interest on a loan issued by Foster to the Company.  Before the
maturity of the note, the Company issued 100,000 shares of its common stock to a
plaintiff in order to settle the case.  Due to plaintiff's unwillingness to
accept the common stock, however, the Company paid $30,000 for the quarter ended
June 30, 2003 and $10,000 in July 2003 to settle the case.





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     November 18, 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
September 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



CERTIFICATION PURSUANT TO 18 U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATIONS



|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.    I have reviewed this
quarterly report on Form 10-QSB of GSL Holdings, Inc;

2.    Based on my knowledge, this quarterly report does not contain any untrue statement of material fact or omit to state a material face necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.    The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a.    designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b.    evaluated the effectiveness of the registrant's disclosure controls and procedures as of a
date within 90 days prior to the filing date of this quarterly report (the
"Evaluation Date"); and

c.    presented in this quarterly our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a.    all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant'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 registrant's internal controls; and

6.    The registrant's other certifying officers and 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 our most recent, evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date:     
November 18, 2003
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

/s/ Luis Chang

Luis Chang

President and Chairman