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 SEPTEMBER 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,  8,643,088  issued and outstanding as of October 31,
2002








                                        i
<PAGE>
                                      INDEX

                                                                        PAGE
                                                                        ----
PART I - FINANCIAL STATEMENTS                                             1

   ITEM 1. - FINANCIAL STATEMENTS                                         1

       Consolidated Balance Sheets as of
       September 30, 2002 and as of  December 31, 2001                    2

       Consolidated Statements of Operations
       for the Three and Nine Months Ended
       September 30, 2002                                                 3

       Consolidated Statements of Stockholders' Equity (Deficit)          4-6

       Consolidated Statements of Cash Flows (Unaudited)                  7-8

       Notes to Consolidated Financial Statements                         9-14

   ITEM 2. - MANAGEMENT'S DISCUSSIONS AND ANALYSIS
            OR PLAN OF OPERATION                                          15-17

   ITEM 3. -   CONTROLS AND PROCEDRES                                     17

PART II - OTHER INFORMATION                                               17

   ITEM 2. -   CHANGES IN SECURITIES AND USE OF PROCEEDS                  18

   ITEM 3. -   DEFAULTS UPON SENIOR SECURITIES                            18

   ITEM 4. -   SUBMISSION OR MATTERS TO A VOTE OF SECURITY
               HOLDERS                                                    18

   ITEM 5. -   OTHER INFORMATION                                          18

   ITEM 6. -   EXHIBITS AND REPORTS ON FORM 8-K                           18


SIGNATURES                                                                19-23

EXHIBITS                                                                  24-27














                                       ii
<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

                    September 30, 2002 and December 31, 2001




































                                       1
<PAGE>
                        GSL HOLDINGS, INC. AND SUBSIDIARY
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                          (A Development Stage Company)
                           Consolidated Balance Sheets
                                   (Unaudited)

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

  Cash                                              $     20,017  $          -
  Deposits                                                 9,006             -
                                                    ------------  ------------
     Total Current Assets                                 29,023             -
                                                    ------------  ------------
    FIXED ASSETS, NET                                      2,241             -
                                                    ------------  ------------
     TOTAL  ASSETS                                  $     31,264  $          -
                                                    ============  ============

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

   Accounts payable                                 $     40,633  $          -
   Accrued liabilities                                   162,667             -
   Payable - related party                                90,500             -
   Deferred revenue                                       10,000             -
   Note payable                                           50,000             -
   Note payable - related party                          200,000             -
   Other liabilities                                      64,085             -
                                                    ------------  ------------
      Total Current Liabilities                          617,885             -
                                                    ------------  ------------
STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock; authorized 1,000,000,000 common
    shares, no par value; 8,643,088 and 1 share
    issued and outstanding, respectively               1,185,665             1
  Additional paid-in capital                                   -             -
  Deferred consulting fees                              (127,163)            -
  Deficit accumulated during development stage        (1,645,123)           (1)
                                                    ------------  ------------
     Total Stockholders' Equity (Deficit)               (586,621)            -
                                                    ------------  ------------
     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                              $     31,264  $          -
                                                    ============  ============




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

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


                                                                   From
                                                               Inception on
                                   For the Three For the Nine     May 17,
                                   Months Ended  Months Ended  2001 Through
                                   September 30, September 30, September 30,
                                       2002          2002          2002
                                   ------------  ------------  ------------
REVENUES                           $          -  $          -  $          -
                                   ------------  ------------  ------------
EXPENSES

   Depreciation                             105           170           170
   General and administrative           801,085     1,632,285     1,632,286
                                   ------------  ------------  ------------
     Total Expenses                     801,190     1,632,455     1,632,456
                                   ------------  ------------  ------------
LOSS FROM OPERATIONS                   (801,190)   (1,632,455)   (1,632,456)
                                   ------------  ------------  ------------
OTHER EXPENSE

   Interest expense                     (12,667)      (12,667)      (12,667)
                                   ------------  ------------  ------------
     Total Other Expense                (12,667)      (12,667)      (12,667)
                                   ------------  ------------  ------------
NET LOSS                           $   (813,857) $ (1,645,122) $ (1,645,123)
                                   ============  ============  ============
BASIC LOSS PER SHARE               $      (0.10) $      (0.20)
                                   ============  ============
WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                8,554,036     8,098,610
                                   ============  ============



The three and nine months ended September 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.

                                        3
<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 September 30, 2002
                                   (Unaudited)
<TABLE>
<S>                             <C>       <C>        <C>        <C>         <C>
                                                                            Deficit Accumulated
                                    Common Stock     Additional  Deferred   During the
                                -------------------   Paid-in   Consulting  Development
                                 Shares     Amount    Capital     Fees         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           -          -           -
                                --------- ---------  ---------- ----------  ----------
Balance Forward                 8,049,188 $   7,946  $        - $ (407,885) $       (1)
                                --------- ---------  ---------- ----------  ----------
</TABLE>






                  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) (Continued)
              From Inception on May 17, 2001 to September 30, 2002
                                   (Unaudited)
<TABLE>
<S>                             <C>       <C>        <C>        <C>         <C>
                                                                            Deficit Accumulated
                                    Common Stock     Additional  Deferred   During the
                                -------------------   Paid-in   Consulting  Development
                                 Shares     Amount    Capital     Fees         Stage
                                --------- ---------  ---------- ----------  -----------
Balance Forward                 8,049,188 $   7,946  $        - $(407,885)  $       (1)

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)           -

Common stock issued for
 consulting fees at $1.00
 per share on April 20, 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 September 26,
 2002                               8,000    20,000           -         -            -

Common stock issued for
 consulting fees at $2.00
 per share on September 30, 2002      800     2,000           -         -            -
                                --------- ---------  ---------- ---------   ----------
Balance Forward                 8,516,988 $ 888,415  $        - $(932,885)  $       (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 September 30, 2002
                                   (Unaudited)
<TABLE>
<S>                             <C>       <C>         <C>        <C>         <C>
                                                                             Deficit Accumulated
                                    Common Stock      Additional  Deferred   During the
                                --------------------   Paid-in   Consulting  Development
                                 Shares     Amount     Capital     Fees        Stage
                                --------- ----------  ---------- ----------  -----------
Balance Forward                 8,516,988 $  888,415  $        - $(932,885)  $        (1)

Common stock issued for
 services at $2.50 per share
 on July 1, 2002                    3,200      8,000           -         -             -

Common stock issued for
 services at $2.50 per share
 on July 22, 2002                     500      1,250           -         -             -

Common stock issued for
 exercise of options at $1.00
 per share on July 29, 2002        10,000     10,000           -         -             -

Common stock issued for
 services at $2.50 per share
 on August 1, 2002                  4,800     12,000           -         -             -

Common stock issued for cash
 and services at $2.50 per
 share on August 8, 2002            1,000      1,500           -         -             -

Common stock issued for cash
 and services at $2.50 per
 share on August 22, 2002           2,000      3,000           -         -             -

Options to purchase common stock
 granted on September 6, 2002           -    200,000           -         -             -

Common stock issued for services
 at $2.50 per share on
 August 1, 2002                     4,600     11,500           -         -             -
Common stock issued for exercise
 of options at $0.50 per share
 on September 11, 2002            100,000     50,000           -         -             -
Amortization of deferred
 consulting fees                        -          -           -   805,722             -
Net loss for the nine months
 ended September 30, 2002               -          -           -         -    (1,645,122)
                                --------- ----------  ---------- ---------   -----------
Balance, September 30, 2002     8,643,088 $1,185,665  $        - $(127,163)  $(1,645,123)
                                ========= ==========  ========== =========   ===========
</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 on
                                               For the Nine       May 17,
                                               Months Ended    2001 Through
                                               September 30,   September 30,
                                                    2002           2002
                                               -------------   -------------
CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss                                      $(1,645,122)    $(1,645,123)
 Adjustments to reconcile net loss to net
  cash used by operating activities:
   Depreciation                                        170             170
   Amortization of deferred consulting fees        805,722         805,722
   Common stock issued for services                 59,719          59,720
   Options issued for services                     200,000         200,000
 Changes in operating assets and liabilities:
   (Increase) in deposits                           (9,006)         (9,006)
   Increase in accounts payable                     32,693          32,693
   Increase in payable-related party                90,500          90,500
   Increase in deferred revenue                     10,000          10,000
   Increase in accrued expenses and other
    liabilities                                    226,752         226,752
                                               -----------               -


     Net Cash Used by Operating Activities        (228,572)       (228,572)
                                               -----------     -----------
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                 500,500         500,500
                                               -----------     -----------
     Net Cash Provided by Financing Activities     251,000         251,000
                                               -----------     -----------
NET INCREASE IN CASH                                20,017          20,017

CASH AT BEGINNING OF PERIOD                              -               -
                                               -----------     -----------
CASH AT END OF PERIOD                          $    20,017     $    20,017
                                               ===========     ===========

                  The accompanying notes are an integral part
                  of these consolidated financial statements.
                                        7
<PAGE>
                        GSL HOLDINGS, INC. AND SUBSIDIARY
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                          (A Development Stage Company)
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)
                                                                   From
                                                               Inception on
                                               For the Nine       May 17,
                                               Months Ended    2001 Through
                                               September 30,   September 30,
                                                    2002           2002
                                               -------------   -------------
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            $     59,719     $    59,720
   Options issued for services                 $    200,000     $   200,000


The nine months ended September 30, 2001 is 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.
                                        8

<PAGE>
                               GSL HOLDINGS, INC.
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                    September 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


                                       9
<PAGE>
                               GSL HOLDINGS, INC.
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                    September 30, 2002 and December 31, 2001

NOTE 2 -      BASIS OF FINANCIAL STATEMENT PRESENTATION (Continued)

              financial  statements  and notes thereto  included in the December
              31, 2001 Annual Report on Form 10-KSB.  Operating  results for the
              three and nine months ended September 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 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
              September  1, 2002.  The notes were  non-interest  bearing  unless
              default on payment occurred.  At September 30, 2002, all scheduled
              payments had been made with these notes 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
              September 30, 2002. Interest is imputed at 8% per annum and is due
              upon demand.  Interest expense for the nine months ended September
              30, 2002 is $12,000.

NOTE 5-       NOTES PAYABLE

              On May 29,  2002,  the  Company  entered  into a note  payable for
              $50,000.  This note bears an interest  rate of 4% per annum and is
              due  upon  demand.  Interest  expense  for the nine  months  ended
              September 30, 2002 is $667.  On October 6, 2002,  the Company paid
              $10,000 on this note  payable  and entered  into a new  promissory
              note that established a due date of January 31, 2003.


                                       10
<PAGE>
                               GSL HOLDINGS, INC.
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                    September 30, 2002 and December 31, 2001

NOTE 6 -      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  September
              30,  2002.  These  options were  exercised  on May 23,  2002,  and
              resulted in $25,000 cash proceeds to the Company.

              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  $208,740  through  September  30,
              2002, with the remaining $79,179 reflected as deferred  consulting
              fees at September 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 nine  months  ended  September  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 September  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  September 30, 2002.  These options were exercised
              subsequent to September 30, 2002.


                                       11
<PAGE>
                               GSL HOLDINGS, INC.
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                    September 30, 2002 and December 31, 2001

NOTE 6 -      MATERIAL EVENTS (Continued)

              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 have 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 $27,016 through  September 30, 2002, with the remaining $47,984
              reflected as deferred  consulting fees at September 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
              agreements is $900,000.  At September  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 $600,000  through
              September 30, 2002. The $150,000 reflected in deferred  consulting
              fees at June 30, 2002 has been fully  expenses as of September 30,
              2002.  The Company has  recorded a liability  due of $150,000  for
              services rendered and not paid as of September 30, 2002.

              On  September  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  in  advance  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 September
              30,  2002 have been  valued  at $2.50  per share  consistent  with
              similar transactions as discussed elsewhere.

              During the period ended  September 30, 2002,  the Company  entered
              into a Membership Agreement with an entity desiring to participate
              in the GSL Business Partnership Network. As of September 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


                                       12
<PAGE>
                               GSL HOLDINGS, INC.
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                    September 30, 2002 and December 31, 2001


NOTE 6 -      MATERIAL EVENTS (Continued)

              consolidated  financial  statements  at September  30,  2002.  The
              Company  anticipates  entering into similar Membership  Agreements
              with other individuals and entities.

              In July 2002, the Company  entered into two additional  consulting
              agreements 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 with
              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   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. The Strategic Alliance representative deposited $64,085
              with the Company to help fund this  development.  If the Strategic
              Alliance   representative   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.

              On  September  20, 2002 the Company  entered  into an agreement to
              acquire all the issued and outstanding  shares of a British Virgin
              Island  Corporation in exchange for shares of the Company's common
              stock based on certain  valuation  criteria.  All of the terms and
              conditions incident to the closing of this acquisition transaction
              have  not  been  completed.   Accordingly,  the  effects  of  this
              transaction   have  not   been   included   in  the   accompanying
              consolidated  financial  statements  at  September  30,  2002.  In
              connection  with this  transaction,  the Company  entered  into an
              agreement  to issue to an  unrelated  entity  options  to  acquire
              100,000  shares of the Company's  common stock at $0.50 per share.
              The intrinsic  value of these  options have been  determined to be
              $200,000  and has been  recognized  as  consulting  expense in the
              accompanying  consolidated financial statements.  During September
              2002,  these  options were  exercised and resulted in $50,000 cash
              proceeds to the Company.




                                       13


<PAGE>
                               GSL HOLDINGS, INC.
                     (FORMERLY BETHURUM LABORATORIES, INC.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                    September 30, 2002 and December 31, 2001

NOTE 7 -      SUBSEQUENT EVENTS

              Effective  October 1, 2002, the Company entered into an employment
              agreement  with it's  President  and Chief  Executive  Officer  to
              provide  compensation  arrangements  for his  performance of those
              duties and services. This agreement runs through December 31, 2006
              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  September  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 September 30, 2002.  Also, in connection
              with  these  arrangements,   the  Company  entered  into  a  lease
              agreement for the President 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  October  1,  2002,  the  Company  entered  into an  employment
              agreement  with  its  principal   financial   officer  to  provide
              compensation  arrangements  for  his  performance  of  duties  and
              services.   This  individual  was  formally   appointed  as  Chief
              Financial  Officer  and V.P.  of Finance on October 9, 2002.  This
              agreement runs through  December 31, 2006. The starting  salary is
              $96,000  per year with an annual  increase  of no less than 10% of
              the prior year's  compensation.  This  agreement also provides for
              annual  bonuses and for  100,000  stock  options  with an exercise
              price of $1.00 per  share.  The  options  vest over four years and
              expire on the ten-year anniversary of the grant.

              On October 16, 2002, the Company  entered into a real estate lease
              for approximately  200,000 square feet of warehouse space. This is
              a five-year lease with monthly payments of $80,000. The lease will
              commence in February  2003. A security  deposit of $80,000 will be
              made in conjunction with this lease. Also on October 16, 2002, the
              Company  entered into an  agreement to purchase  this real estate.
              The purchase price is set at $20,000,000 and is scheduled to close
              on April 1, 2004.














                                       14
<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  "Company")  is  a  premier  Trade  Management
Organization  that offers diverse  services to our customers in their efforts to
more efficiently manage global trade relations.  More specifically,  GSL creates
services  focused  on US / China  relations.  GSL 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 (GPN) 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 will 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
to their  products and  samples.  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. In October 2002, the Company
entered into an agreement to lease and purchase an estimated 400,000 square feet
facility  on 23  acres  of land  in  Pomona,  California.  The  property  is the
projected  location for the CTC that is anticipated  to open in September  2003.
The lease and purchase  agreement contain  contingencies,  which may prevent the
final closing of the transaction. During the next 12 months, the Company intends
to  execute  its  plans to make the CTC  into a state of the art  facility.  The
Company  is  in  the  process  of  contracting  with  architects,   construction
companies,  logistical  consultants and engineers to assist with the development
of the CTC.

During the next 12 months,  GSL plans to recruit businesses and manufacturers in
China as members of the GPN. In doing so, GSL will create and adopt standardized

                                       15
<PAGE>
processes and uniform  product  information  catalogs on its Chinese Members and
their products.  Through these means, GSL enables a more efficient mechanism for
US firms trying to identify  potential  trading partners within the labyrinth of
companies in China.  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 July 2002,  the Company
entered into a strategic  alliance agreement with Pattern Logistics to enroll at
least 2000  participants in China each year into the GPN for the next two years.
This  agreement is the first step to the  aggregation  of partners  necessary to
complete the supply side of the Company's  business  model.  The Company  cannot
assure that participants will enroll in the GPN.

In the continued  process to fulfill the Company's  mission,  GSL entered into a
definitive  agreement to acquire Pacific Garment  Manufacturing  Group,  Ltd., a
supply chain management company  specializing in the  apparel/textile  industry.
The definitive  agreement  contains  contingencies,  which may prevent the final
closing of the  transaction.  This  acquisition is not only a revenue  producing
source  for the  Company,  but  provides  expertise  in the  vertical  market of
apparel/textile  sourcing  which is a major  export  for  China.  In the next 12
months,  the Company plans to identify a series of vertical markets and plans to
acquire additional companies to fill those verticals.

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
$355,500 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 of that fact.

Results of Operations

The three and nine month periods ended  September 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 ($813,857)  for the three months
ended September 30, 2002.  This is an increase of $200,298 in additional  losses
from the three months ended June 30, 2002. The increase in losses is a result of
options  exercised at below deemed value.  The  difference of the exercise value
and deemed value was  expensed.  As of September  30, 2002 GSL has not generated
any revenue. Consulting fees represent approximately 60% ($475,000) of the total
expenses of the Company. This decrease of approximately  $115,000 from the prior
quarter  ended is  primarily  due to the  Company's  efforts to retain full time
employees,  keeping  the  expertise  in the  company,  instead  of  outsourcing.
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  3%
($26,000)  of the total  expenses of GSL, a decrease  of $15,000  from the prior
quarter  ended,  and  are a  result  of a  decrease  in the  Company's  business
transactions.  Professional fees generally relate to attorney's fees, accounting


                                       16
<PAGE>
fees and filing fees to maintain the Company in good standing. The remaining 37%
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 increased
since the prior quarter mainly due to the one time expense for options exercised
under the deemed value.

Liquidity and Sources of Capital

At September 30, 2002, the Company had total current assets of $29,023 and total
current  liabilities  of  $617,885,  resulting in a working  capital  deficit of
$588,862.  In  addition,  to date the  Company  has  incurred  operating  losses
totaling $1,645,123.  These circumstances have prompted the Company to include a
"going concern"  explanation in the  consolidated  financial  statements for the
quarter ended  September 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 its 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.

ITEM 3.   CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.  Based on their evaluation, as
of a date within 90 days prior to the date of the filing of this Form 10-QSB, of
the  effectiveness  of the  Company's  disclosure  controls and  procedures,  as
defined in Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934,
the  principal  executive  officer and the  principal  financial  officer of the
Company have each  concluded  that such  disclosure  controls and procedures are
effective and sufficient to ensure that information  required to be disclosed by
the Company in the reports  that it files or submits  under the  Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
by the SEC's rules and forms.

Changes in Internal Controls.  Subsequent to the date of their evaluation, there
have not been any significant  changes in the Company's  internal controls or in
other  factors that could  significantly  affect these  controls,  including any
corrective   action  with  regard  to  significant   deficiencies  and  material
weaknesses.


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.


                                       17
<PAGE>
Item 2. Changes in Sercurities and Use of Proceeds

During the third  quarter,  1,200 shares were sold in private  placements  under
Regulation  S. These  shares were sold at $2.50 per share.  Additionally  in the
third quarter, 100,000 shares were issued pursuant to options exercised at $0.50
per share with an additional  10,000 shares issued pursuant to options exercised
at $1.00  per  share.  In the  third  quarter,  14,900  shares  were  issued  to
consultants for services rendered.


Item 3. Defaults upon Senior Securities

None


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

None


Item 5. Other Information

(a) Exhibits

Exhibit 1 - Definitive  Agreement  and  plan  of  acquisition of Pacific Garment
            Manufacturing Group, Ltd.

Exhibit 2 - Purchase Agreement for 1875 W. Mission Blvd, Pomona California.


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

















                                       18
<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:  November 19, 2002           GSL HOLDINGS, INC.



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



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






































                                       19
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

     I Luis Chang, Chief Executive Officer of GSL Holdings, Inc., 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 a material fact or omit 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;

     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  officer 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
        we 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   Report  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 officer 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 function);

    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




                                       20
<PAGE>
    6.  The Registrant's  other certifying  officer 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.

Dated:  November 19, 2002            Signature:       /s/ Luis Chang
                                                      ------------------
                                                      Luis Chang
                                                      Chief Executive Officer














































                                       21
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

    I,  Henry Fan, Chief Financial Officer of GSL Holdings, Inc., 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 a material fact or omit 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;

     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  officer 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
        we 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  Report  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 officer 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 function);

     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




                                       22
<PAGE>
     6. The Registrant's  other certifying  officer 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.

Dated:  November 19, 2002            Signature:        /s/ Henry Fan
                                                       -----------------------
                                                       Henry Fan
                                                       Chief Financial Officer














































                                       23
<PAGE>
                                    Exhibit 1


                  Definitive Agreement and plan of acquisition
                  of Pacific Garment Manufacturing Group, Ltd.


Definitive  Agreement and plan of acquisition of Pacific  Garment  Manufacturing
--------------------------------------------------------------------------------
Group, Ltd.
-----------

Effective  September  22, 2002,  the Company and Pacific  Garment  Manufacturing
Group,  Ltd.  (Pacific),  a corporation  organized under the laws of the British
Virgin Islands, executed a Definitive Agreement whereby the Company will acquire
100% of the  outstanding  securities of Pacific.  Although the effective date of
the Definitive  Agreement is September 22, 2002,  contingencies exist within the
agreement  that  should  delay  the  closing  of  the  transaction   until  such
contingencies are satisfied.  These contingencies  include,  but are not limited
to, Audited Financial Statement of Pacific for the previous three years restated
to meet US GAAP  requirements.  Pacific  at the close of this  transaction  will
become a wholly owned subsidiary of the Company.

The principal terms of the Definitive Agreement are:

The Company  shall,  on the Closing  Date,  have  received all of the issued and
outstanding  shares of Pacific in exchange for shares of GSL (the "GSL Shares"),
valued at $2.50 per share, in an amount equal to eight times Pacific's  earnings
before interest, taxes, depreciation, and amortization ("EBITDA") for the fiscal
year ended March 30,  2002.  The GSL Shares will be  restricted  against  resale
pursuant to the  provisions of Federal and state  securities  laws.  The PACIFIC
shares to be  tendered,  50,000  common,  will  represent  all of the issued and
outstanding capital interests of PACIFIC.

This  Agreement  and plan of  acquisition  as  contemplated  is  subject  to the
occurrence of the following, within 12 months of Closing:

(a)GSL shall have the option to rescind the exchange of stock for Pacific as set
forth above and void any  agreements  entered into incident to the  acquisition,
either  written or oral, if Pacific's  EBITDA,  on the  anniversary  date of the
first full fiscal year is negative or, for any reason  deemed  necessary by GSL.
If GSL  exercises  this  option to  cancel  the  exchange,  then GSL will not be
responsible for any expenses incurred by Pacific.

(b)If GSL exercises the option to rescind the  exchange,  all money  invested by
both parties  shall be returned in full to the party  investing  the money.  All
investments  during  the  course  of the 12  months  following  Closing  must be
separately documented and auditable for purposes of being returned upon exercise
of this cancellation  provision.  If funds are insufficient for a full return of
invested  capital,  the funds on hand will be returned to the parties on a basis
pro-rata to their respective investments. Any funds remaining after all original
investments  have been repaid shall be divided  equally  (50/50) between GSL and
Pacific.




                                       24
<PAGE>
Upon the first  anniversary  of the Closing,  if the market price of GSL trading
common stock, as quoted on its primary trading  exchange or system in the United
States, and measured by the "closing" price reported on each day, falls below an
average of US $2.50 per share for the 30 trading  days prior to the  anniversary
date, then Pacific has the option to either:

(a)Cancel  this  Agreement and return all of the GSL shares  received to nullify
this Agreement,  if and only if, Pacific has not sold any of the shares prior to
that date; or  (b)Receive  an additional  amount of GSL shares so that the total
amount of shares received,  including the amounts received with the execution of
the Definitive Agreement,  is equal to eight (8) times Pacific's March 31, 2002,
EBITDA divided by $1.50. Beyond Expectation Production Company, Ltd. ("Beyond"),
the  sole  current  shareholder  of  Pacific  shall  assume  all  liability  and
responsibility for any legal or financial  transactions entered into by Pacific.
Beyond  will  indemnify  GSL for all  liability  during  any period of time that
Beyond is in management control of Pacific.

The  Closing  shall take place at the time or place as may be agreed upon by the
parties after all pre-conditions have been met.






































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<PAGE>
                                    Exhibit 2

                               Purchase Agreement
                  for 1875 W. Mission Blvd, Pomona California.


Purchase Agreement for 1875 W. Mission Blvd, Pomona California.
---------------------------------------------------------------
On October 16, 2002, the Company and Meruelo Living Trust entered into a
Purchase Agreement to purchase an approximately 400,000 square feet facility
situated on approximately 23 acres of land, located in Pomona, California.
Although the agreement date is October 16, 2002, escrow will close on April 1,
2004 . The Company has agreed to a lease agreement with Meruelo Living Trust to
occupy the facility prior to the close of escrow.

The principal terms of the Purchase Agreement are:

The purchase price is valued at $20 million and entails the following:

(1) The Company shall, at its discretion, (i) pay to the Seller $10 million in
cash, or (ii) assume the debt and/or liability of the Property not exceeding $10
million, and

(2) The Company shall issue to Meruelo Living Trust one million shares of the
Company's common stock; and

(3) The Company shall give Meruelo Living Trust and option to purchase an
additional 500,000 shares of Company's common stock at $5.00 per share.

Upon the second anniversary following closing, if the price of the Company's
stock falls below $5.00 per share on an average of 30 days prior to that date,
Meruelo Living Trust shall receive $5 million in cash and return all the
Company's stock received.

Meruelo Living Trust will not be obligated to complete the sale of this property
if the Company's common stock is not actively listed on NASDAQ or the NYSE.





















                                       26
<PAGE>
                                  Exhibit 99.1

              Certifications in Accordance with Section 906 of the
                           Sarbanes-Oxley Act of 2002

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of GSL Holdings, Inc. (the "Company") on
Form  10-QSB  for the  period  ending  September  30,  2002,  as filed  with the
Securities and Exchange  Commission on the date hereof (the  "Report"),  I, Luis
Chang,  Chief Executive Officer of the Company,  certify,  pursuant to 18 U.S.C.
ss.  1350,  as adopted  pursuant to ss. 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.

/s/ Luis Chang
-----------------------------
Chief Executive Officer

Date November 19, 2002

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of GSL Holdings, Inc. (the "Company") on
Form  10-QSB  for the  period  ending  September  30,  2002,  as filed  with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Henry
Fan, Principal Financial Officer of the Company,  certify, pursuant to 18 U.S.C.
ss.  1350,  as adopted  pursuant to ss. 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.


/s/ Henry Fan
----------------------------
Principal Financial Officer

Date November 19, 2002


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