UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-QSB


[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934 For The Quarterly Period Ended JUNE 30, 2002

[ ] TRANSITION  REPORT UNDER 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 small business issuer as specified in its charter)



      BRITISH VIRGIN ISLANDS                               N/A
----------------------------------       ---------------------------------------
 (State or other jurisdiction of         (I.R.S. Employer Identification Number)
  incorporation or organization)



       123 South Los Robles Avenue
          Pasadena, California                               91101
----------------------------------------            -----------------------
(Address of Principal Executive Offices)                  (Zip Code)


                                 (626) 356-3888
                          ----------------------------
                           (Issuer's Telephone Number)



                      APPLICABLE ONLY TO CORPORATE ISSUERS


Common stock, no par value, 8,526,988 issued and outstanding as of July 31, 2002







                                       i
<PAGE>

                                      INDEX
                                                                     PAGE
                                                                     ----

PART I - FINANCIAL STATEMENT                                           2

    ITEM 1 - FINANCIAL STATEMENTS                                      2

        Consolidated Balance Sheets as of
         June 30, 2002 and as of  December 31, 2001                    3

        Consolidated Statements of Operations
         for the Three and Six Months Ended
         June 30, 2002                                                 4

        Consolidated Statements of Stockholders' Equity (Deficit)      5-6

        Consolidated Statements of Cash Flows (Unaudited)              7

        Notes to Consolidated Financial Statements                     8-12

    ITEM 2. - MANAGEMENT'S DISCUSSIONS AND ANALYSIS OR PLAN OF
            OPERATION                                                 13-15

PART II - OTHER INFORMATION                                           15

    ITEM 2.  CHANGES IN SECURITIES                                    15

    ITEM 5.  OTHER INFORMATION                                        16

    ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                         16


SIGNATURES                                                            17

EXHIBITS                                                              18-19



















                                       1
<PAGE>



PART 1 - FINANCIAL STATEMENTS

ITEM 1 - FINANCIAL STATEMENTS















                        GSL HOLDINGS, INC. AND SUBSIDIARY
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                       June 30, 2002 and December 31, 2001




























                                       2
<PAGE>
                        GSL HOLDINGS, INC. AND SUBSIDIARY
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                          (A Development Stage Company)
                           Consolidated Balance Sheets
                                   (Unaudited)


                                     ASSETS
                                     ------
                                                     June 30,    December 31,
                                                       2002          2001
                                                   ------------  ------------
CURRENT ASSETS

  Cash                                             $    16,908   $         -
  Deposits                                               9,006             -
                                                   -----------   -----------
     Total Current Assets                               25,914             -
                                                   -----------   -----------
    FIXED ASSETS, NET                                    2,346             -
                                                   -----------   -----------
     TOTAL  ASSETS                                 $    28,260   $         -
                                                   ===========   ===========

                  LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
                  ---------------------------------------------

CURRENT LIABILITIES

   Accounts payable                                $    28,503   $         -
   Payable - related party                              50,500             -
   Deferred revenue                                     10,000             -
   Note payable                                         50,000             -
   Notes payable - related parties                     200,000             -
                                                   -----------   -----------
      Total Current Liabilities                        339,003             -
                                                   -----------   -----------

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock; authorized 1,000,000,000 common
    shares, no par value; 8,516,988 and 1 share
    issued and outstanding, respectively               888,415             1
  Additional paid-in capital                                 -             -
  Deferred consulting fees                            (367,892)            -
  Deficit accumulated during development stage        (831,266)           (1)
                                                   -----------   -----------
     Total Stockholders' Equity (Deficit)             (310,743)            -
                                                   -----------   -----------
     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                             $    28,260   $         -
                                                   ===========   ===========



                   The accompanying notes are an integral part
                   of these consolidated financial statements.
                                        3
<PAGE>
                        GSL HOLDINGS, INC. AND SUBSIDIARY
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                          (A Development Stage Company)
                      Consolidated Statements of Operations
                 From Inception on May 17, 2001 to June 30, 2002
                                   (Unaudited)

                                                                       From
                                                                   Inception on
                                       For the Three For the Six     May 17,
                                       Months Ended  Months Ended  2001 Through
                                         June 30,      June 30,      June 30,
                                           2002         2002           2002
                                       ------------  ------------  ------------

REVENUES                               $          -  $          -  $          -
                                       ------------  ------------  ------------
EXPENSES

   Depreciation                                  65            65            65
   General and administrative               613,494       831,200       831,201
                                       ------------  ------------  ------------

     Total Expenses                         613,559       831,265       831,266
                                       ------------  ------------  ------------

LOSS FROM OPERATIONS                       (613,559)     (831,265)     (831,266)
                                       ------------  ------------  ------------

OTHER INCOME (EXPENSE)

   Other income                                   -             -             -
   Interest expense                               -             -             -
                                       ------------  ------------  ------------

     Total Other Income (Expense)                 -             -             -
                                       ------------  ------------  ------------

NET LOSS                               $   (613,559) $   (831,265) $   (831,266)
                                       ============  ============  ============

BASIC LOSS PER SHARE                   $      (0.07) $      (0.10)
                                       ============  ============

WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                    8,360,979     8,267,540
                                       ============  ============



The three and six  months  ended June 30,  2001 are not  presented  because  the
inception date of the Company is May 17, 2001.


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

                                        4
<PAGE>
                        GSL HOLDINGS, INC. AND SUBSIDIARY
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                          (A Development Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)
                 From Inception on May 17, 2001 to June 30, 2002
                                   (Unaudited)
<TABLE>
<S>                                             <C>          <C>          <C>          <C>          <C>
                                                                                                     Deficit
                                                      Common Stock        Additional    Deferred   Accumulated
                                                -------------------------   Paid-in    Consulting  During the
                                                   Shares       Amount      Capital       Fees     Development Stage
                                                ------------ ------------ ------------ ------------ ------------
Balance at inception                                      -  $         -  $         -  $         -  $         -

Issuance of common stock for
 services at inception $0.00 per share            7,600,000            1            -            -            -

Net loss from inception on May 17, 2001
through December 31, 2001                                 -            -            -            -           (1)
                                                -----------  -----------  -----------  -----------  -----------
Balance, December 31, 2001                        7,600,000            1            -            -           (1)

Recapitalization (Note 1)                           400,188     (507,440)           -            -            -

Options to purchase common stock
granted on January 8, 2002 as
payment for consulting services                           -      407,885            -     (407,885)           -

Common stock issued for cash at $1.00
per share on January 10, 2002                        10,000       10,000            -            -            -

Common stock issued for cash at $2.50
per share on January 10, 2002                         2,000        5,000            -            -            -

Common stock issued for cash at $2.50
per share on January 17, 2002                         2,000        5,000            -            -            -

Common stock issued for cash at $2.50
per share on January 20, 2002                         5,000       12,500            -            -            -

Common stock issued for cash at $2.50
per share on January 25, 2002                        30,000       75,000            -            -            -

Common stock issued for cash at $2.00
per share on February 21, 2002                      100,000      200,000            -            -            -

Options to purchase common stock granted
on April 11, 2002 as payment for consulting fees          -       23,469            -            -            -

Common stock issued for consulting
fees at $3.00 per share on April 20, 2002            83,000      250,000            -     (250,000)           -
                                                -----------  -----------  -----------  -----------  -----------
Balance Forward                                   8,232,188  $   481,415  $         -  $  (657,885) $        (1)
                                                -----------  -----------  -----------  -----------  -----------
</TABLE>
                   The accompanying notes are an integral part
                   of these consolidated financial statements.

                                        5
<PAGE>
                        GSL HOLDINGS, INC. AND SUBSIDIARY
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                          (A Development Stage Company)
      Consolidated Statements of Stockholders' Equity (Deficit) (Continued)
                 From Inception on May 17, 2001 to June 30, 2002
                                   (Unaudited)
<TABLE>
<S>                                             <C>          <C>          <C>          <C>          <C>
                                                                                                      Deficit
                                                      Common Stock          Additional   Deferred   Accumulated
                                                -------------------------    Paid-in    Consulting  During the
                                                   Shares       Amount       Capital       Fees     Development Stage
                                                ------------ ------------ ------------ ------------ ------------
Balance Forward                                   8,232,188  $   481,415  $         -  $  (657,885) $        (1)

Common stock issued for consulting
 fees at $3.00 per share on April 10,
 2002                                                66,000      200,000            -     (200,000)           -

Common stock issued for cash at $2.50
 per share on April 22, 2002                         10,000       25,000            -            -            -

Common stock issued for consulting fees
 at $2.50 per share on May 20, 2002                  30,000       75,000            -      (75,000)           -

Common stock issued for exercise of
 options at $0.50 per share on May 21,
 2002                                               120,000       60,000            -            -            -

Common stock issued for exercise of
 options at $0.50 per share on May 23,
 2002                                                50,000       25,000            -            -            -

Common stock issued for cash at $2.50
 per share on June 26, 2002                           8,000       20,000            -            -            -

Common stock issued for consulting fees
 at $2.50 per share on June 30, 2002                    800        2,000            -            -            -

Amortization of deferred consulting fees                  -            -            -      564,993            -

Net loss for the six months ended June 30,
 2002                                                     -            -            -            -     (831,265)
                                                -----------  -----------  -----------  -----------  -----------

Balance, June 30, 2002                            8,516,988  $   888,415  $         -  $  (367,892) $  (831,266)
                                                ===========  ===========  ===========  ===========  ===========
</TABLE>




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

                                        6
<PAGE>
                        GSL HOLDINGS, INC. AND SUBSIDIARY
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)                   From Inception
                                                    For the Six    on May 17,
                                                    Months Ended  2001 Through
                                                    June 30, 2002 June 30, 2002
CASH FLOWS FROM  OPERATING ACTIVITIES               ------------- -------------
   Net loss                                         $  (831,265)  $  (831,266)
   Adjustments to reconcile net loss to net cash
    used by operating activities:
     Depreciation                                            65            65
     Amortization of deferred consulting fees           564,993       564,993
     Common stock issued for services                     2,000         2,001
     Options issued for services                         23,469        23,469
   Changes in operating assets and liabilities:
     (Increase) in deposits                              (9,006)       (9,006)
     Increase in accounts payable                        20,563        20,563
     Increase in payable-related party                   50,500        50,500
     Increase in deferred revenue                        10,000        10,000
                                                    -----------   -----------
       Net Cash Used by Operating Activities           (168,681)     (168,681)
                                                    -----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of fixed assets                              (2,411)       (2,411)
                                                    -----------   -----------
       Net Cash Used by Investing Activities             (2,411)       (2,411)
                                                    -----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Payment of notes payable                            (300,000)     (300,000)
   Proceeds from notes payable                           50,000        50,000
   Proceeds from reorganization                             500           500
   Issuance of common stock for cash                    437,500       437,500
                                                    -----------   -----------
       Net Cash Provided by Financing Activities        188,000       188,000
                                                    -----------   -----------
NET INCREASE IN CASH                                     16,908        16,908

CASH AT BEGINNING OF PERIOD                                   -             -
                                                    -----------   -----------
CASH AT END OF PERIOD                               $    16,908   $    16,908
                                                    ===========   ===========
CASH PAID FOR:
   Interest                                         $         -   $         -
   Income taxes                                     $         -   $         -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
  Common stock options issued for deferred
               consulting fees                      $   932,885   $   932,885
  Common stock issued for services                  $     2,000   $     2,001
  Options issued for services                       $    23,469   $    23,469

   The three and six months  ended June 30, 2001 are not  presented  because the
inception date of the Company is May 17, 2001.

                   The accompanying notes are an integral part
                   of these consolidated financial statements.
                                        7
<PAGE>
                        GSL HOLDINGS, INC. AND SUBSIDIARY
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                   Notes to Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001

NOTE 1 -  ORGANIZATION

          Effective January 8, 2002, Bethurum Laboritories, Inc. (Bethurum), and
          Global Starlink Group, Inc.  (Global),  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  condensed  consolidated  financial
          statements  have been  retroactively  restated to reflect this reverse
          stock split.

          The accompanying unaudited condensed consolidated financial statements
          include  the  accounts  of GSL  Holdings,  inc.  and its wholly  owned
          subsidiary,  Global  Starlink  Group,  Inc.  All of the  entities  are
          collectively referred to as "the Company".


NOTE 2 -  BASIS OF FINANCIAL STATEMENT PRESENTATION

          The accompanying unaudited condensed consolidated financial statements
          have  been  prepared  pursuant  to the rules  and  regulations  of the
          Securities and Exchange  Commission.  Certain information and footnote
          disclosures  normally  included in  financial  statements  prepared in
          accordance  with generally  accepted  accounting  principles have been
          condensed or omitted in  accordance  with such rules and  regulations.
          The  information  furnished  in  the  interim  condensed  consolidated
          financial statements include normal recurring adjustments and reflects
          all  adjustments,  which, in the opinion of management,  are necessary
          for  a  fair  presentation  of  such  financial  statements.  Although
          management  believes the  disclosures  and  information  presented are
          adequate to make the information not misleading,  it is suggested that
          these interim condensed  consolidated  financial statements be read in
          conjunction   with  the  Company's  most  recent   audited   financial
          statements and notes thereto  included in the December 31, 2001 Annual


                                       8
<PAGE>
                        GSL HOLDINGS, INC. AND SUBSIDIARY
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                   Notes to Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001

NOTE 2 -  BASIS OF FINANCIAL STATEMENT PRESENTATION (Continued)

          Report on Form 10-KSB. Operating results for the three and six  months
          ended June 30, 2002 are not necessarily indicative of the results that
          may be expected for the year ending December 31, 2002.

NOTE 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,  the Company
          does not have significant  cash or other material assets,  nor does it
          have an  established  source  of  revenues  sufficient  to  cover  its
          operating costs to allow it to continue as a going concern.  It is the
          intent of the  Company to begin  formal  operations  pursuing  various
          business  opportunities along with seeking  transactions with existing
          operating   companies.   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.

NOTE 4 -  NOTES PAYABLE - RELATED PARTIES

          On  December 1, 2001 two notes  payable  were  entered  into by former
          officers  of the  Company,  for  $175,000  per  note  for a  total  of
          $350,000. These notes were to be paid as follows: $50,000 on or before
          December 31, 2001, $150,000 on or before March 1, 2002 and $150,000 on
          or before  June 1, 2002.  The notes are  non-interest  bearing  unless
          default on payment  occurs.  At June 30, 2002, all scheduled  payments
          had been made with these notes payable paid in full.

          During  October,  November and December  2001, a total of $200,000 was
          advanced to the Company by the  shareholder of Global  Starlink Group,
          Inc. This amount remains  payable to the shareholder at June 30, 2002,
          is non-interest bearing, and is due upon demand.

NOTE 5 -  MATERIAL EVENTS

          On  January 8, 2002,  the  Company  entered  into two  agreements  for
          general consulting services with two separate  individuals.  The first
          agreement  provides for services to be rendered  through May 31, 2002,
          in exchange for compensation in the form of options to purchase 50,000
          shares of the Company's  common stock at $0.50 per share.  At the time
          the  options  were  granted,  the  Company  was  involved in a private
          placement to sell shares of its common stock at $2.50 per share. These
          options have been valued at $119,996 using the Black Scholes method as
          prescribed  by FAS 123 and has been  included as part of common  stock
          value in the accompanying  unaudited condensed  consolidated financial
          statements.  A related  expense has been accounted for the full amount
          through June 30, 2002.  These options were  exercised on May 23, 2002,
          and resulted in $25,000 cash proceeds to the Company.

                                        9
<PAGE>
                        GSL HOLDINGS, INC. AND SUBSIDIARY
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                   Notes to Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001

NOTE 5 -  MATERIAL EVENTS (Continued)

          The second  agreement  provides  for  services to be rendered  through
          January 8, 2003 in exchange for compensation in the form of options to
          purchase  120,000  shares of the  Company's  common stock at $0.50 per
          share. At the time the options were granted,  the Company was involved
          in a private placement to sell shares of its common stock at $2.50 per
          share.

          These  options  have been valued at $287,919  using the Black  Scholes
          method  as  prescribed  by FAS 123 and has  been  included  as part of
          common   stock   value  in  the   accompanying   unaudited   condensed
          consolidated   financial  statements.   A  related  expense  has  been
          accounted  for in the amount of $136,761  through June 30, 2002,  with
          the remaining $151,158  reflected as deferred  consulting fees at June
          30,  2002 to be expensed  over the  remaining  term of the  consulting
          agreement.  These options were exercised on May 21, 2002, and resulted
          in $60,000 cash proceeds to the Company.

          During the six months  ended June 30, 2002,  the Company  entered into
          various other  consulting  agreements  with  individuals  to provide a
          variety  of  services  to  the  Company.  One of  the  new  consulting
          agreements  was for a term  expiring on June 30, 2002, in exchange for
          compensation  in the form of options to purchase  10,000 shares of the
          Company's  common  stock at $1.00 per share.  At the time the  options
          were  granted,  the  Company  continued  to be  involved  in a private
          placement to sell shares of its common stock at $2.50 per share. These
          options have been valued at $23,469 using the Black Scholes  method as
          prescribed  by FAS 123 and has been  included as part of common  stock
          value in the accompanying  unaudited condensed  consolidated financial
          statements.  A related  expense has been accounted for the full amount
          through June 30, 2002. These options were exercised subsequent to June
          30, 2002.

          An  additional  agreement  provides  for services to be rendered for a
          twelve  month  period   beginning   May  20,  2002,  in  exchange  for
          compensation  in the form of  30,000  shares of the  Company's  common
          stock. At the time the shares were issued, the Company was involved in
          a private  placement  to sell shares of its common  stock at $2.50 per
          share.  These  shares of common  stock have been valued at $75,000 and
          has been  included as part of common  stock value in the  accompanying
          unaudited  condensed  consolidated  financial  statements.  A  related
          expense has been  accounted  for in the amount of $8,266  through June
          30, 2002, with the remaining $66,734 reflected as deferred  consulting
          fees at June 30, 2002 to be expensed  over the  remaining  term of the
          consulting agreement.

          Two additional consulting agreements were entered into effective April
          1,  2002  both  having  terms  expiring   December  31,  2002.   Total
          compensation  for  services  to be  rendered  in  accordance  with the

                                       10
<PAGE>
                        GSL HOLDINGS, INC. AND SUBSIDIARY
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                   Notes to Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001

NOTE 5 -  MATERIAL EVENTS (Continued)

          agreements is $900,000.  At June 30,2002, a total of 149,000 shares of
          the  Company's  common  stock had been  issued as partial  payment for
          these services.  By agreement,  these shares have been valued at $3.00
          per share or a total of $450,000, which exceeds the per share price at
          which the  Company  has been  selling  it's  common  stock in  private
          placement  transactions.  This  amount  has been  included  as part of
          common   stock   value  in  the   accompanying   unaudited   condensed
          consolidated   financial  statements.   A  related  expense  has  been
          accounted  for in the amount of $300,000  through June 30, 2002,  with

          the remaining $150,000  reflected as deferred  consulting fees at June
          30,  2002 to be expensed  over the  remaining  term of the  consulting
          agreement along with the balance of any additional  consideration paid
          to satisfy the obligations on these agreements.

          Effective April 1, 2002, the Company entered into a formal  consulting
          agreement with it's President and Chief  Executive  Officer to provide
          compensations  arrangements  for his  performance  of those duties and
          services.  The  agreement  is for an  undetermined  period of time and
          provides  for the  Company to pay  compensation  equal to $20,000  per
          month plus a reasonable  housing  allowance up to $5,000 per month. As
          of June 30, 2002, the Company had partially  compensated its President
          and Chief  Executive  Officer in accordance with this agreement with a
          remaining  unpaid  balance  outstanding  of $50,500 at June 30,  2002.
          Also, in connection with these arrangements,  the Company entered into
          a lease  agreement for the President and CEO's housing,  consisting of
          an initial  security deposit of $3,756 and monthly payments of $2,500.
          The lease expires in February 2003.

          On June 15, 2002, the Company entered into a consulting agreement with
          an  individual  serving  as  its  principal  financial  officer.   The
          agreement  is for an  unspecified  period  of time  and  provides  for
          compensation for related services in the form of $2,000 cash per month
          plus 1,600 shares of the Company's  common stock per month. The shares
          of common  stock  earned as  compensation  pursuant  to the  agreement
          through  June 30, 2002 have been valued at $2.50 per share  consistent
          with similar transactions as discussed elsewhere.

          During the period  ended June 30,  2002,  the Company  entered  into a
          Membership  Agreement  with an entity  desiring to  participate in the
          GSL's Global  Partnership  Network  (GPN).  As of June 30,  2002,  the
          activities  anticipated by this  Membership  Agreement and the Network
          have not formally commenced.  Accordingly,  the $10,000 membership fee
          received by the Company from the  participant  has been  recognized as
          deferred  revenue in the unaudited  condensed  consolidated  financial
          statements  at June 30, 2002.  The Company  anticipates  entering into
          similar Membership Agreements with other individuals and entities.


                                       11
<PAGE>

                        GSL HOLDINGS, INC. AND SUBSIDIARY
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                   Notes to Consolidated Financial Statements
                       June 30, 2002 and December 31, 2001

NOTE 6    SUBSEQUENT EVENTS

          In July 2002,  the  Company  entered  into two  additional  consulting
          agreement with individuals to provide various  services.  The terms of
          the  agreement  are for  unspecified  periods  with  the  compensation
          arrangements for one agreement providing for monthly payment of $2,000
          cash and 1,600  shares  of the  Company's  common  stock and the other
          agreement  providing  for  payment  of 2,000  shares of the  Company's
          common stock and no cash payment.

          In July 2002, the Company entered into a Strategic Alliance Agreement.
          This agreement provides for the Strategic  Alliance  representative to
          market and promote the Company's  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.  Other
          similar  Strategic  Alliance  Agreements  may be  entered  into by the
          Company.































                                       12
<PAGE>
ITEM 2.           MANAGEMENT'S DISCUSSIONS AND ANALYSIS OR PLAN OF OPERATION

Caution about forward-looking statements

This Form 10-QSB includes  "forward-looking"  statements  about future financial
results,  future  business  changes and other events that have not yet occurred.
For example,  statements  like we "expect," we  "anticipate" or we "believe" are
forward-looking statements.  Investors should be aware that actual results might
differ  materially  from  our  expressed   expectations  because  of  risks  and
uncertainties about the future. We do not undertake to update the information in
this  Form  10-QSB  if  any  forward-looking  statement  later  turns  out to be
inaccurate.  Details  about risks  affecting  various  aspects of the  Company's
business  are  discussed  throughout  this Form 10-QSB and should be  considered
carefully.

Plan of Operation for the Next Twelve Months

GSL Holdings, Inc (GSL or the "Company") has been created to assure, streamline,
facilitate,  and promote trade  between  China and the rest of the world.  GSL's
mission is to create a Global  Partnership  Network in which trade between China
and the Western  economies  can flow freely with  integrity and security for all
parties  involved.  Within the GPN community,  GSL 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.

Businesses  worldwide are rushing to enjoy the economic benefits of trading with
China. Concurrently,  thousands of Chinese manufacturers previously focused only
on  the  country's  domestic  sector  are  now  beginning  to  pursue  customers
internationally.  To assist both Chinese and  international  enterprises in this
rapidly  unfolding  evolution  in trade,  GSL 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.

The key  services  and  functions  of the CTC are to provide a venue or showroom
where U.S. businesses can have direct trade access to Chinese  manufacturers and
products.  All the  competitive  pricing  advantages  are  recognized by the U.S
businesses  directly without any dilution from agents,  promoters and middlemen.
Using GSL as the  facilitator  for  trade  also  ensures  trust,  integrity  and
security in every transaction.

GSL plans to recruit  businesses  and  manufacturers  in China as members of the
GPN. In doing so, GSL will create and adopt  standardized  processes and uniform
information catalogs on its Chinese Members.  Through these means, GSL enables a
more  efficient  mechanism  for US firms  trying to identify  potential  trading
partners  within the  labyrinth  of  companies  within  China.  And  through the
utilization of available mature  technologies,  coupled with the presence of the
CTC carrying inventories of sample products,  GSL provides a local US conduit to
these companies.

In the next 12 months, GSL expects member enrollment into the GPN and to lease a
physical  location for the CTC. The CTC is anticipated to become  operational by
the end of the third quarter of 2003. GSL intends to assess an annual membership


                                       13
<PAGE>
fee of $25,000  as  enrollment  into the GPN for all  Chinese  businesses.  Each
member is expected to initially pay $5,000 (or 20% of the annual membership fee)
upon  initial  enrollment,  with the  remaining  $20,000  (or 80% of the  annual
membership  fee) due upon the  completion of a transaction  facilitated  by GSL.
Membership  revenues generated can be used to fund the Company's  operations and
the development of the CTC. GSL, however,  cannot assure any members will enroll
or revenue will be generated.

GSL has entered into a strategic  alliance  with Pattern  Logistic,  LTD (PL) to
promote  and  market  the GPN and  services  of the  CTC.  With  respect  to the
strategic  alliance,  PL shall establish  offices and hire dedicated staff in at
least three major  metropolitan  areas throughout the People's Republic of China
(PRC).  PL will have the  exclusive  right to market and  promote the GPN in the
PRC,  however PL must obtain  enrollment of at least 2000 members in each of the
two  subsequent  12-month  periods.  PL will also be paid a commission  from GSL
equal to three percent of the aggregate  amounts actually  received from members
under  the  strategic  alliance  agreements.  PL  shall  also  invest  at  least
HK$5,000,000.00 for the operation of these offices. PL shall also pay to GSL, an
amount  equal to  HK$500,000.00  for GSL to use for any  purpose  related to the
establishment and promotion of the GPN; provided, however, if (i) PL establishes
offices in three major metropolitan areas in the Territory within six months and
(ii)  each such  office is  operational  to GSL's  satisfaction,  then GSL shall
refund the  HK$500,000.00  payment  made by PL. GSL cannot  assure  that PL will
enroll any members into the GPN.

During the next 12 months,  the Company's  foreseeable  cash  requirements  will
relate to  maintaining  the company in good  standing,  the  provision  of daily
operational expenses in the US and China, the engagement of various employees in
the US and  China,  and the  development  of the CTC and the  GPN.  The  Company
currently  does not have the cash  requirement to fulfill its plan of operation.
If the cash  requirements  necessary are not available  from  operations or from
private  sales of equity,  then  management or principal  stockholders  may make
advances 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
$352,500 in private placements, both from US investors and Chinese citizens. GSL
believes  sufficient  operating  capital will be available  for the remainder of
2002, however GSL cannot give assurances to that fact.

Results of operations

The three and six months ended June 30, 2001 are not discussed and compared with
the current  results  because the inception date of the Company is May 17, 2001.
The Company  incurred  losses of ($613,559)  for the three months ended June 30,
2002. This is an increase of $395,853 in additional losses from the three months
ended  March  31,  2002.  The  increase  in  losses  is a result  of  additional
consultants hired to expand the China and US infrastructure  and operations.  As
of June 30, 2002 GSL has not generated any revenue.  Consulting  fees  represent
approximately 90% ($553,000) of the total expenses of the Company. This increase
of  approximately  $400,000 from the prior quarter ended is primarily due to two
consultants  hired in China for  business  development  and the  creation  of an
online web presence.  Consulting fees generally relate to consultants  hired for
the  maintenance of all SEC filings,  the  performance of general  financial and
accounting  duties,  the  development  of business  opportunities  and strategic
alliance  partnerships,  and the  development  of a website.  Professional  fees
represent  approximately  6% ($40,000) of the total expenses of GSL, an increase


                                       14
<PAGE>

of $20,000 from the prior quarter ended,  and are a result of an increase in the
Company's   business   transactions.   Professional  fees  generally  relate  to
attorney's fees, accounting fees and filing fees to maintain the Company in good
standing.  The remaining 4% of expenses  represents  operational and G&A cost of
the Company. G&A costs generally relate to salary, rent expense,  travel, office
expense and any other cost  associated with daily business  operations.  The G&A
expenses  have  decreased  since the prior  quarter  mainly due to the hiring of
consultants  rather than employees and therefore less strain on the G&A cost for
the Company.

Liquidity and Sources of Capital

At June 30,  2002,  the  Company had total  current  assets of $25,914 and total
current  liabilities  of  $313,089,  resulting in a working  capital  deficit of
($313,114).  In  addition,  to date the Company has  incurred  operating  losses
totaling ($831,266).  These circumstances have prompted the Company to include a
"going concern"  explanation in the  consolidated  financial  statements for the
quarter ended June 30, 2002. The Company anticipates further losses and does not
know when it can reach a cash flow positive position.

To date, the Company has primarily  funded its  operations  from the sale of its
common stock. The Company anticipates  entering into business  arrangements that
it hopes will generate revenues and income to meet their operating requirements.
In the  meantime,  the Company is  dependent  on the further  sale of its common
stock  and loans  from  principal  stockholders  to  provide  funds to cover its
operating expenses.  The Company may find it necessary to secure operating funds
from other  sources until it can fully  implement  and realize  success from its
Plan of Operations.  There are no assurances  that GSL will be successful in any
of these efforts.

Other

Part II.  Other Information

Item 1. Legal Proceedings

To the best knowledge of the officers and directors of the Company,  neither the
Company nor any of its officers or  directors  is a party to any material  legal
proceeding  or  litigation  and such  persons  know of no other  material  legal
proceeding or litigation contemplated or threatened.

Item 2. Changes in Securities and Use of Proceeds

During the second quarter,  18,000 shares were sold in private  placements under
Rule  506 and  Regulation  S.  These  shares  were  sold  at  $2.50  per  share.
Additionally  in the second  quarter,  170,000  shares were  issued  pursuant to
options exercised at $0.50 per share. Subsequent to June 30, 2002, an additional
10,000 shares were issued  pursuant to options  exercised at $1.00 per share. In
the second  quarter,  179,800  shares were issued to  consultants  for  services
rendered.  As of August  15,  2002,  an  additional  6,300  shares  were  issued
subsequent to June 30, 2002 to consultants for services rendered.

Item 3. Defaults upon Senior Securities

None


                                       15
<PAGE>

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

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits

Exhibit 99.1 - Certification in Accordance with Section 906 of the
               Sarbanes-Oxley Act of 2002


(b) Reports on Form 8-K

None






































                                       16
<PAGE>






                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
small  business  issuer has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Dated:  August 13, 2002             GSL HOLDINGS, INC.



                 By:  /s/ Luis Chang
                    --------------------------------------------
                          Luis Chang, President and CEO



                 By:  /s/ Henry Fan
                    --------------------------------------------
                          Henry Fan, Principal Financial Officer
































                                       17