U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-QSB/A



(Mark One)



[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the quarterly period ended March 31, 2002



[ 
]   TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________to________________





GSL HOLDINGS, INC.

(Exact name of small business issuer as specified in its charter)



British Virgin Islands

(State or other jurisdiction of Incorporation or organization)



0-25167

(Commission File Number)



N/A

(I.R.S. Employer Identification No.)



123 South Los Robles Avenue, Pasadena, CA 92708

(Address of Principal executive offices)



(626) 356-3888

(Issuer's telephone number, including area code)





Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15 (d) of the Exchange Act
during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.)

YES      X       
NO _____

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:

8,149,188 shares as of March 31, 2002.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This discussion in this quarterly report regarding
GSL Holdings, Inc. and our business and operations contains "forward-looking statements."
These forward-looking statements use words such as "believes," "intends,"
"expects," "may," "will," "should," "plan," "projected," "contemplates,"
"anticipates," or similar statements.  These statements are based on our beliefs,
as well as assumptions we have used based upon information currently available
to us.  Because these statements reflect our current views concerning future
events, these statements involve risks, uncertainties and assumptions.  Actual
future results may differ significantly from the results discussed in the forward-looking statements.  A reader, whether investing in our common stock or not,
should not place undue reliance on these forward-looking statements, which
apply only as of the date of this report.

When used in this Quarterly Report on Form 10-QSB,
"GSL," "GSL Holdings," "we," "our,"
and "us" refers to GSL Holdings, Inc., a British Virgin Islands corporation.

---

INDEX

Part I.     Financial Information





Item 1.  Financial Information

> Consolidated Balance Sheets at March 31, 2002 (unaudited) and December 31, 2001

> Consolidated Statements of Operations (unaudited) for the
> three months ended March 31, 2002 and for the period from
> May 17, 2001 (Date of Inception) to March 31, 2002

> Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) for the period from
>   May 17, 2001 (Date of Inception) to March 31, 2002
>   
>   Consolidated Statements of Cash Flows (unaudited) for the three months ended
>   March 31, 2002
> 
>   and for the period from May 17, 2001 (Date of Inception) to March 31, 2002

> Notes to Consolidated Financial Statements (unaudited)

Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations





Part II.     Other Information



Item 1.     Legal Proceedings

Item 2.     Changes in Securities and Use of Proceeds

Item 3.     Defaults upon Senior Securities

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

Item 5.     Other Information

Item 6.     Exhibits and Reports on Form 8-K



---



Part I.     Financial Information



Item 1.  Financial Information



INDEPENDENT ACCOUNTANTS REVIEW REPORT



The Board of Directors

GSL Holdings, Inc. and Subsidiary

(Formerly Bethurum Laboratories, Inc.)

(A Development Stage Company)

Pasadena, California



We have reviewed the accompanying consolidated balance sheet of GSL Holdings,
Inc. (a development stage company) as of March 31, 2002 and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the period ended March 31, 2002 and for the period from inception on
May 17, 2001 through March 31, 2002.  These consolidated financial
statements are the responsibility of the Company's management.



We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquired of persons responsible for financial and
accounting matters.  It is substantially less in scope that an audit
conducted in accordance with generally accepted auditing standards, which will
be performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole.  Accordingly, we do
not express such an opinion.



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



The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 3
to the financial statements (and Note 2 to the annual financial statements for
the year ended December 31, 2001 (not presented herein), the Company has a
deficit in working capital, has experienced significant losses and has an
accumulated deficit at March 31, 2002.  These conditions raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 3.  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.



We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the balance sheet of GSL Holdings,
Inc. (a development stage company) as of December 31, 2001, and the related
statements of operations, stockholders' equity, and cash flows for the year then
ended (not presented herein) and in our report dated April 30, 2002, we
expressed an unqualified opinion on those financial statements and included an
explanatory paragraph concerning matters that raise substantial doubt about the
Company's ability to continue as a going concern.  In our opinion, the
information set forth in the accompanying balance sheet as of December 31, 2001
is fairly stated, in all material respects, in relation to the balance sheet
from which it was derived.



/s/  HJ Associates & Consultants, LLP

HJ Associates & Consultants, LLP

Salt Lake City, Utah

July 17, 2002



---





|GSL HOLDINGS, INC. AND SUBSIDIARY     
|--------------------------------------
|(FORMERLY BETHURUM LABORATORIES, INC.)
|(A Development Stage Company)         
|Consolidated Balance Sheets           
|(Unaudited)                           





|ASSETS                                                                    | March 31, 2002    | December 31, 2001 
|------------------------------------------------------------------------- | ----------------- | ------------------
|CURRENT ASSETS                                                            |                   |                   
|Cash                                                                      | $          70,830 | $            -    
|Deposits                                                                  | 3,756             | -                 
|Total Current Assets                                                      | 74,586            | -                 
|TOTAL ASSETS                                                              | $          74,586 | $            -    
|                                                                          | ====              | ====              
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                             |                   |                   
|CURRENT LIABILITIES                                                       |                   |                   
|Accounts Payable                                                          | $          9,069  | $           -     
|Notes Payable - related parties (Note 4)                                  | 350,000           | -                 
|Total Current Liabilities                                                 | 359,069           | -                 
|                                                                          |                   |                   
|STOCKHOLDERS' EQUITY (DEFICIT)                                            |                   |                   
|Common stock; authorized 1,000,000,000 common shares, no
      par value; |                   |                   
|8,149,188 and 1 share issued and outstanding,
      respectively          | 207,946           | 1                 
|Additional paid-in capital                                                | -                 | -                 
|Deferred consulting fees (Note 5)                                         | (274,722)         | -                 
|Deficit accumulated during development stage                              | (217,707)         | (1)               
|Total Stockholders' Equity (Deficit)                                      | (284,483)         | -                 
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                      | $          74,586 | $                -
|                                                                          | =====             | ======            
|                                                                          |                   |                   



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





---



|GSL HOLDINGS,  INC. AND SUBSIDIARY              
|------------------------------------------------
|(FORMERLY BETHURUM LABORATORIES, INC.)          
|(A Development Stage Company)                   
|Consolidated Statements of Operations           
|From Inception on May 17, 2001 to March 31, 2002
|(Unaudited)                                     
|                                                
|                                                
|                                                
|                                                
|                                                
|                                                
|REVENUES                                        
|                                                
|EXPENSES                                        
|General and administrative                      
|Total Expenses                                  
|LOSS FROM OPERATIONS                            
|                                                
|OTHER INCOME (EXPENSE)                          
|Other income                                    
|Interest expense                                
|Total Other Income (Expense)                    
|                                                
|NET LOSS                                        
|                                                
|BASIC LOSS PER SHARE                            
|                                                
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING   
|                                                

The quarter ended March 31, 2001 is not
presented because the inception date of the Company is May 17, 2001.

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



---



|GSL HOLDINGS, INC. AND
  SUBSIDIARY               
|--------------------------------------------------
|(FORMERLY BETHURUM
  LABORATORIES, INC.)          
|(A Development Stage Company)                     
|Consolidated Statements of Stockholders'
  Equity 
|From
  Inception on May 17, 2001 to March 31, 2002
|(Unaudited)                                       

|                                                                                                 |              |                            |                        |                            | Deficit              
|------------------------------------------------------------------------------------------------ | ------------ | -------------------------- | ---------------------- | -------------------------- | ---------------------
|                                                                                                 |              |                            |                        | Accumulated               
|                                                                                                 | Common Stock | Additional Paid-In Capital | DeferredConsultingFees | During theDevelopmentStage
|Shares                                                                                           | Amount      
|                                                                                                 |              |                            |                        |                           
|Balance on 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)                  
|Balances, December
  31, 2001                                                                    | 7,600,000    | 1                          | -                      | -                          | (1)                  
|                                                                                                 |              |                            |                        |                            |                      
|Recapitalization                                                                                 | 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                    | -                      | -                          | -                    
|                                                                                                 |              |                            |                        |                            |                      
|Amortization of deferred consulting fees                                                         | -            | -                          | 133,163                | -                          | -                    
|                                                                                                 |              |                            |                        |                            |                      
|Net loss for the
  three months ended March 31, 2002                                             | -            | -                          | -                      | -                          | (217,706)            
|Balances at March 31,
  2002                                                                     | 8,149,188    | $ 207,946                  | $                -     | $         274,722          | $        
  (217,707)
|                                                                                                 | =======      | ======                     | ======                 | ======                     | ======               
|                                                                                                 |              |                            |                        |                            |                      

The Accompanying notes and review report are an integral part of
these consolidated financial statements.



















































|GSL HOLDINGS, INC. AND SUBSIDIARY                 
|--------------------------------------------------
|(FORMERLY BETHURUM LABORATORIES, INC.)            
|(A Development
  Stage Company)                   
|Consolidated Statements of Cash
  Flows(Unaudited)

|                                                                                |                                    | Period from                            
|------------------------------------------------------------------------------- | ---------------------------------- | ---------------------------------------
|Three                                                                           | Inception                         
|                                                                                | Months Ended        March 31, 2002 | May
    17, 2001 through March 31, 2002
|                                                                                |                                    |                                        
|Cash flows from operating activities:                                           |                                    |                                        
|Net Loss                                                                        | $          (217,706)               | $          (217,707)                   
|Adjustments to reconcile net loss to net
    cash used by operating activities: |                                    |                                        
|Amortization
    of deferred consulting fees                                    | 133,163                            | 133,163                                
|Common stock issued for
    services                                            | -                                  | 1                                      
|Changes in operating assets and liabilities:                                    |                                    |                                        
|(Increase) in deposits                                                          | (3,756)                            | (3,756)                                
|Increase in accounts
    payable                                                | 1,129                              | 1,129                                  
|Net cash
    used in Operating Activities                                       | (87,170)                           | (87,170)                               
|                                                                                |                                    |                                        
|Cash flows from investing
    activities                                        | -                                  | -                                      
|                                                                                |                                    |                                        
|Cash flows from financing activities:                                           |                                    |                                        
|Payment of notes
    payable                                                    | (150,000)                          | (150,000)                              
|Proceeds from
    reorganization                                                | 500                                | 500                                    
|Issuance of common
    stock for cash                                           | 307,500                            | 307,500                                
|                                                                                |                                    |                                        
|Net Cash Provided by
    Financing Activities                                   | 158,000                            | 158,000                                
|                                                                                |                                    |                                        
|Net increase in Cash                                                            | 70,830                             | 70,830                                 
|Cash, beginning of period                                                       | -                                  | -                                      
|Cash, end of period                                                             | $          70,830                  | $          70,830                      
|Cash paid for:                                                                  | =====                              | =====                                  
|Interest                                                                        | $                   
    -         | $                    -                 
|Income taxes                                                                    | $                   
    -         | $                    -                 
|Schedule of non-cash financing
    activities:                                  |                                    |                                        
|Common stock options issued for
    deferred consulting fees                    | $        407,885                   | $        407,885                       
|Common stock issued for services                                                | $                   
    -         | $                    -                 



The quarter ended March 31, 2001
is not presented because the inception date of the Company is May 17, 2001.

The accompanying notes and review
report are an integral part of
these consolidated financial statements

---



GSL HOLDINGS, INC. AND SUBSIDIARY

(FORMERLY BETHURUM LABORATORIES, INC.)

(A
Development Stage Company)

Notes to Financial Statements

March
31, 2002 and December 31, 2001

(UNAUDITED)



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 Report on Form 10-KSB.
Operating results for the three months ended March 31, 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 March 31, 2002, all scheduled
payments had been made with $75,000 remaining payable on each note for a total
of $150,000.  Subsequent to March 31, 2002, these notes payable have been
paid off in full.

During October, November
and December 2001, at 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 March 31, 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 in the amount of $68,381 through March
31, 2002, with the remaining $51,585 reflected as deferred consulting expense at
March 31, 2002 to be expensed over the remaining term of the consulting
agreement.  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 $64,782 through March 31, 2002, with the remaining $223,137
reflected as deferred consulting expense at March 31, 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.

Subsequent to
March 31, 2002, the Company has sold an additional 10,000 shares of common stock
at a price of $2.50 per share for total proceeds of $25,000 pursuant to a
private placement of unregistered securities.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Organization

As used in
this Form 10-QSB, the term "Company" and GSL Holdings, Inc. refers to the
British Virgin Islands corporation formerly known as Bethurum Laboratories, Inc.
Global Starlink Group, Inc., a Cayman Islands corporation ("Global"), refers to
an operating company whose business was combined with and became that of the
Company's, effective as of January 8, 2002.

The Company
has previously carried on only minimal business operations primarily involving
the identification and evaluation of other potential lines of business.

As a
result of these efforts, effective January 8, 2002, the Company and Global
entered into a Plan and Agreement of Reorganization (the "Agreement"). In
accordance with the Agreement and a related Acknowledgement Agreement ("Acknowledgement") dated July
16, 2002, the Company acquired all of the issued and outstanding common stock of
Global in exchange for 7,600,000 shares of the Company's Common Stock. As a
result of this exchange, Global is now a wholly-owned subsidiary of the Company
and the former shareholder of Global owned approximately 95% of the Company's
Common Stock outstanding after the effective date of the transaction. Also, as a
result of the exchange transaction, the Company's primary business is now that
business which is the planned business to be carried on by Global in an effort
to assure, streamline, facilitate, and promote trade between China and the rest
of the world.

This
transaction has been accounted for as a recapitalization of Global because the
shareholder of Global controlled the Company after the acquisition was
completed. Global was treated as the acquiring entity for accounting purposed
and the Company was the surviving entity for legal purposes. Accordingly, the
following discussion regarding Result of Operations includes the activities and
operations of Global prior to the reorganization and the activities and
operations of Global and the Company on a consolidated basis after the
reorganization.

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 may
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.

GSL Holdings, Inc (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 Business Partnership Network (GBPN) in which trade between China
and the Western economies can flow freely with integrity and security for all
parties involved. Within the GBPN community, 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.

Currently, small to medium size businesses have almost no opportunity and access
to the competitive pricing advantages of Chinese manufacturing and products.
Chinese manufacturing and products available to these small and medium size
businesses have been subject to layers of agents and middlemen, thus eliminating
any pricing edge. In addition, agents and promoters court U.S. businesses with
the promise of access to the Chinese market. Unfortunately, most of these agents
and promoters lack the network and know-how to successfully navigate the
turbulent economic, cultural and political waters in China. This becomes a
losing proposition for both U.S. and Chinese businesses.  U.S. businesses in this
instance have not only wasted valuable time and money, but have also lost the
belief and faith in any successful commerce with China.

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
GBPN. 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 U.S. 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 CTC
carrying inventories of sample products, GSL provides a local U.S. conduit to
these companies.

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 U.S. and China, the engagement of various employees,
both in the U.S. and in China, and the development of the CTC network. 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.  Since December 31, 2001, the company has raised approximately $332,500 in private
placements, both from U.S. investors and Chinese citizens. The Company believes
sufficient operating capital will be available for the remainder of 2002.

Results of Operations

The Company incurred losses of ($217,706) for the quarter ended March 31, 2002. 
As of March 31, 2002 the Company had not generated any revenues.  Consulting fees
represent approximately 67% ($150,000) of the total expenses of the Company. 
Consulting fees relate to financial consultants hired to plan and structure the
reorganization of the Company.  Professional fees represent approximately 11%
($20,000) of the total expenses of the Company. Professional fees primarily were
utilized for attorney's fees, accounting fees and filing fees to maintain the
Company in good standing. The remaining 22% of expenses represents operational
and G&A cost of the Company. These costs include salary, rent expense, travel,
office expense and any other cost associated with daily business operations.

Liquidity and Sources of Capital

At March 31, 2002, the Company had total current assets of $74,586 and $359,069 of
current liabilities resulting in a deficit in working capital of ($284,483). In addition, to date the Company has
incurred operating losses totaling ($217,707). These circumstances have prompted the Company to include
a "going concern" explanation in the consolidated financial statements for the quarter ended March 31, 2002.

To date, the Company has primarily funded its operations from equity funding in the form of the sale of the
Company's common stock.  The Company anticipates entering into business arrangements that it hopes will
generate revenues and income to meet the Company's operating requirements.  In the mean time, the
Company is dependent on the further sale of its common stock 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 is no assurance that the Company will be
successful in any of these efforts.

Other

In July, the Company confirmed that it had
obtained a waiver, effective January 8, 2002, on the requirement to acquire
Coast Draperies in exchange for $2,000,000 and options.  This event was
reported by the Company on Form 8-K/A filed July 26, 2002.

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 first quarter,
149,000 shares were sold in private placements under Rule 506 and Regulation S
with an additional 10,000 shares sold subsequently. 
These shares were sold at prices ranging from $1.00 to $2.50 per share.  An
additional 170,000 shares were issued subsequent to March 31, 2002 pursuant to
options exercised at $0.50 per share.

Item 3. 
Defaults upon Senior Securities

None.

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

None.

Item 5.  Other Information

This filing is an
Amendment of the form 10QSB filed on May 21, 2002 which was not reviewed as
required by Rule 10-01(d) of Regulation S-X by our independent public
accountants, or outside counsel.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit 10.1 - 
Acknowledgment Agreement, effective July 16, 2002, reorganizing the waiver of
incidental conditions to the original acquisition agreements, incorporated by
reference to Registrant's Form 8K/A filed July 25, 2002.

On July 26, 2002,
Registrant filed a report on Form 8-K/A (see (a) above)

SIGNATURES



GSL Holdings, Inc.

(Registrant)

/s/ Luis Chang

Luis Chang

President & Chairman

Dated:   July
29, 2002