================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                ----------------

                                   FORM 10-KSB

                                ----------------

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

                   For the fiscal year ended December 31, 2003

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

              For the transition period from _______ to ___________

                         Commission file number 0-27256

                           ONLINE GAMING SYSTEMS, LTD.
                           ---------------------------

       DELAWARE                                              13-3858917
       --------                                              ----------
State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                           Identification No.

      c/o Advanced Resources Group, LTD, 5 Erie Street, Garfield, NJ 07026
      --------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (973) 253-6131
                                 --------------
                (Issuer's Telephone Number, Including Area Code)

         Securities registered under Section 12(b) of the Exchange Act:
                                      None.

         Securities registered under Section 12(g) of the Exchange Act:

                          COMMON STOCK, $.001 PAR VALUE
                          -----------------------------
                                (Title of Class)

         Check whether the issuer: (1) has 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 [ ]   No [X]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         State issuer's revenues for its most recent fiscal year: The issuer's
revenues for the fiscal year ended December 31, 2003 were $ 699,905.

         The aggregate market value at May 7, 2007 of shares of the Registrant's
Common Stock, $.001 par value per share (based upon the closing price of $0.69
per share of such stock on the "Pink sheets" on such date), held by
non-affiliates of the Registrant was approximately $13,488,672. Solely for the
purposes of this calculation, shares held by directors and officers of the
Registrant have been excluded. Such exclusion should not be deemed a
determination or an admission by the Registrant that such individuals are, in
fact, affiliates of the Registrant.

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: At May 7, 2007 there were
outstanding 97,315,953 shares of the Registrant's Common Stock, $.001 par value.

         Transitional Small Business Disclosure Format (check one):

                            Yes [X]     No  [ ]

================================================================================
<PAGE>

                                TABLE OF CONTENTS

                                     PART I

ITEM 1    DESCRIPTION OF BUSINESS ...........................................  1

ITEM 2    DESCRIPTION OF PROPERTY ...........................................  2

ITEM 3    LEGAL PROCEEDINGS .................................................  2

ITEM 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ...............  2

                                     PART II

ITEM 5    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ..........  3

ITEM 6    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION .........  3
            Overview ........................................................  4
            Results of Operations ...........................................  4
            Liquidity and Capital Resources .................................  4

ITEM 7    FINANCIAL STATEMENTS...............................................F-1

ITEM 8    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL DISCLOSURES .......................................  5

                                    PART III

ITEM 9    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,CONTROL PERSONS AND
            CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a)
            OF THE EXCHANGE ACT .............................................  6

ITEM 10   EXECUTIVE COMPENSATION ............................................  6

ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT ........................................................  8

ITEM 12   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ....................  8

ITEM 13   EXHIBITS .......................................................... 10

SIGNATURES .................................................................. 11

CERTIFICATIONS


<PAGE>

                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

GENERAL

         We are making this statement in order to satisfy the "safe harbor"
provisions contained in the Private Securities Litigation Reform Act of 1995.
This Annual Report on Form 10-KSB includes forward-looking statements relating
to the business of the Company. Forward-looking statements contained herein, or
in other statements made by the Company are made based on Management's
expectations and beliefs concerning future events impacting the Company and are
subject to uncertainties and factors relating to the Company's operations and
business environment, all of which are difficult to predict and many of which
are beyond the control of the Company, that could cause actual results of the
Company to differ materially from those matters expressed in or implied by
forward-looking statements. The Company believes that the following factors,
among others, could affect its future performance and cause actual results of
the Company to differ materially from those expressed in, or implied by,
forward-looking statements made by, or on behalf of the, Company; (a) general
economic, business and market conditions; (b) competition; (c) the success of
advertising and promotional efforts; (d) the existence or absence of adverse
publicity; (e) changes in relationships with the Company's major customers or in
the financial condition of those customers; and (f) the adequacy of the
Company's financial resources and the availability and terms of any additional
capital. Such forward-looking statements are based on assumptions that the
Company will continue to design, market and provide successful new services,
that competitive conditions will not change materially, that demand for the
Company's services will continue to grow, that the Company will retain and add
qualified personnel, that the Company's forecasts will accurately anticipate
revenue growth and the costs of producing that growth, and that there will be no
material adverse change in the Company's business. In light of the significant
uncertainties inherent in the forward-looking information included in this Form
10-KSB, actual results could differ materially from the forward-looking
information contained in this Annual Report on Form 10-KSB.

OVERVIEW

         As of the date of this filing, Online Gaming Systems, Ltd. (the
"Company" or the "Registrant") is dormant and is seeking a merger with an
operating business. Until 2003, the Company developed and marketed interactive
products and services in the gaming, entertainment and information technology
fields. We were incorporated in the state of Colorado in October 1939 under the
name "Pacific Gold, Inc." to explore and develop gold and silver ore prospects
and to operate mining and milling facilities. Pacific Gold, Inc. conducted
limited mining activities until operations ceased. After we changed our name to
The CEEE Group, we then sought new business opportunities as a development stage
entity.

         In 1973 we changed our name to Cine-Chrome Laboratories, Inc. and
operated a film-processing lab in California. From 1984 until June 1994, we did
not conduct any operations, transactions or business activities. In June 1994,
we began acting as a corporate advisory operation, which included acting as a
"finder" with respect to U.S. public companies and providing advisory services
concerning corporate structure and raising capital. Beginning in 1996 until
2003, we concentrated our business operations primarily on the manufacturing,
marketing and development of interactive gaming products and services. This
business became dormant in 2003.

         Before July 16, 1996, we had no operations other than searching for a
business combination. In July 1996, we consummated a share exchange pursuant to
an Exchange of Stock Agreement and Plan of Reorganization with Atlantic
International Capital Ltd., a Delaware corporation and the former stockholders
of Atlantic Capital. As a result, the business of Atlantic Capital became our
business.

                                       1


<PAGE>

         On November 22, 1996, we merged with, and into, a wholly owned Delaware
subsidiary, Atlantic International Entertainment, Ltd. We, among other things:

         o    changed our state of incorporation to Delaware

         o    increased our authorized capital stock to 110,000,000
              (100,000,000 shares of common stock, $.001 per share (the "common
              stock") and 10,000,000 shares of preferred stock, $.001 par value
              per share (the "Preferred Stock");

         o    Performed a 1 for 3 share exchange.

         In August 1999 we changed our name to Online Gaming Systems, Ltd. In
September 2000 we relocated our corporate offices to Las Vegas, Nevada.

         In November 2002 we increased our authorized capital stock of common
stock from 100,000,000 to 200,000,000. Since May 2003, we have been dormant and
are seeking a business combination.

         The Company's executive offices are located now c/o Advanced Resources
Group, Ltd., 5 Erie Street, Garfield, NJ 07026. The telephone number of the
Company is (973) 253-6131.

Description of Business

         The Company ceased business operations in May 2003 and was dormant
during the period covered by this report. Before May, 2003, the Company produced
internet gaming software used by internet gaming sites.

ITEM 2.   DESCRIPTION OF PROPERTY.

         The Company does not own or lease any property since the Company ceased
operations in May 2003.

ITEM 3.   LEGAL PROCEEDINGS.

         The Company is not a party to any pending or threatened litigation,
either as plaintiff and defendant.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.

         The Company did not submit any matters to a vote of securityholders
during the period covered by this report.


                                       2

<PAGE>

                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         During 2002 and 2003, the Company's common stock traded on the
electronic bulletin board under the trading symbol "OGAM". The following table
sets forth the high and low closing prices for our common stock as reported by
the electronic bulletin board for each full quarterly period within the two most
recent fiscal years and subsequent interim periods.

         Fiscal Year Ending December 31, 2002

<TABLE>
<CAPTION>
          BY QUARTER                                                        COMMON STOCK
    --------------------------- ------------------------------ ------------------- ---------------------
            QUARTER                        DATE                      HIGH                  LOW
   --------------------------- ------------------------------ ------------------- ----------------------
   <S>                         <C>                                   <C>                  <C>
              1st              March 31, 2002                        $.08                 $.05
   --------------------------- ------------------------------ ------------------- ----------------------
              2nd              June 30, 2002                         $.06                 $.03
   --------------------------- ------------------------------ ------------------- ----------------------
              3rd              September 30, 2002                    $.06                 $.01
   --------------------------- ------------------------------ ------------------- ----------------------
              4th              December 31, 2002                     $.02                 $.01
   --------------------------- ------------------------------ ------------------- ----------------------
</TABLE>
Fiscal Year Ending December 31, 2003
<TABLE>
<CAPTION>
   --------------------------- ------------------------------ ----------------- ------------------------
            QUARTER                        DATE                     HIGH                  LOW
   --------------------------- ------------------------------ ----------------- ------------------------
   <S>                         <C>                                   <C>                  <C>
              1st                     March 31, 2003                $.06                 $.03
   --------------------------- ------------------------------ ----------------- ------------------------
              2nd                      June 30, 2003                $.06                 $.01
   --------------------------- ------------------------------ ----------------- ------------------------
              3rd                   September 30, 2003              $.01                 $.01
   --------------------------- ------------------------------ ----------------- ------------------------
              4th                    December 31, 2003              $.01                 $.01
   --------------------------- ------------------------------ ----------------- ------------------------
</TABLE>
         During the period covered by this report, market maker quotations were
posted on the over-the-counter electronic bulletin board. All prices indicated
are as reported to us by broker-dealer(s) making a market in our securities. The
quotations indicated above reflect inter-dealer prices, without retail mark-up,
markdown or commission, and may not necessarily represent actual transactions.

         As of December 31, 2003, there were approximately 758 Holders of Record
of our Common Stock, including brokerage firms, clearinghouses, and/or
depository firms holding our securities for their respective clients. We do not
know the exact number of beneficial owners of our securities.

         The Company has not paid any cash dividends on the Common Stock in the
past and the Board of Directors does not anticipate declaring any cash dividends
on the Common Stock in the foreseeable future.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION CONTAINS
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S
ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE
FORWARD-LOOKING STATEMENTS. FACTORS THAT MAY CAUSE SUCH DIFFERENCES INCLUDE, BUT
ARE NOT LIMITED TO, THE COMPANY'S EXPANSION INTO NEW MARKETS, COMPETITION,
TECHNOLOGICAL ADVANCES AND AVAILABILITY OF MANAGERIAL PERSONNEL.


                                       3

<PAGE>

OVERVIEW

         The Company became dormant in May 2003. Until May 2003, the Company
developed and marketed Internet and private network transaction based products
that it offered to licensed gaming operators in regulated jurisdictions.

RESULTS OF OPERATIONS

         The Company permanently ceased operations in May 2003, therefore no
discussion and analysis of financial condition and results of operations would
be relevant.

LIQUIDITY AND CAPITAL RESOURCES

         The Company permanently ceased operations in May 2003, therefore no
discussion and analysis of financial condition and results of operations would
be relevant.


                                       4

<PAGE>

ITEM 7.   FINANCIAL STATEMENTS.


                          INDEPENDENT AUDITOR'S REPORT

To the Stockholders and Board of Directors of
   Online Gaming Systems, Ltd. and Subsidiary


         We have audited the accompanying consolidated balance sheet of Online
Gaming Systems, Ltd. and its subsidiary as of December 31, 2003, and the related
consolidated statements of operations and changes in stockholders' [deficit],
and cash flows for each of the two years in the period ended December 31, 2003.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

         We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform an audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Online Gaming Systems, Ltd. and its subsidiary as of December 31, 2003, and the
consolidated results of their operations and their cash flows for each of the
two years in the period ended December 31, 2003, in conformity with accounting
principles generally accepted in the United States of America.

         The accompanying consolidated financial statements have been prepared
assuming Online Gaming Systems, Ltd. will continue as a going concern. As
discussed in Note 17 to the consolidated financial statements, the Company's
recurring losses from operations, accumulated deficit, and recurring negative
cash flows from operations raise substantial doubt about Online Gaming Systems,
Ltd.'s ability to continue as a going concern. Management's plans in regard to
the matters are also described in Note 17. These consolidated financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.

                                                    MOORE STEPHENS, P.C.
                                                    Certified Public Accountants

Cranford, New Jersey
May 16, 2007

                                      F-1

<PAGE>

                           ONLINE GAMING SYSTEMS, LTD.
                                  BALANCE SHEET

                                                                  DECEMBER 31,
                                                                      2003
                                                                 ------------
ASSETS:

CURRENT ASSETS:
  Cash                                                                     --
  Other Current Assets
                                                                 ------------
  TOTAL CURRENT ASSETS
                                                                 ------------
PROPERTY AND EQUIPMENT-NET                                                 --
                                                                 ------------
OTHER ASSETS
  Deposit                                                                  --
  Intangible Assets-Net
                                                                 ------------
  TOTAL ASSETS                                                   $         --
                                                                 ============
LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
  Cash Overdraft                                                 $         --
  Accounts Payable and Accrued Expenses                                    --
  Accrued Interest-Related Party                                    1,719,496
  Advances - Related Party                                                 --
  Convertible Notes Payable - Related Party                         2,474,907
                                                                 ------------
  TOTAL CURRENT LIABILITIES                                         4,194,403

COMMITMENTS AND CONTINGENCIES                                              --

STOCKHOLDERS' (DEFICIT):
  Convertible Preferred Stock-Par Value $.001 Per Share;
    Authorized 10,000,000 Shares, None Issued and Outstanding              --

  Common Stock-Par value $.001 Per Share;
    Authorized 200,000,000 Shares, Issued and outstanding-
      97,315,953 Shares at December 31, 2004                           97,316

   Additional Paid-in Capital                                      18,764,076

   Treasury Stock,1,125,012 Common Shares-At Cost                  (1,730,485)

   Accumulated (Deficit)                                          (21,325,310)
                                                                 ------------

  TOTAL STOCKHOLDERS' (DEFICIT)                                    (4,194,403)
                                                                 ------------

  TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                  $         --
                                                                 ============

                 The Accompanying Notes are an Integral Part of
                     these Consolidated Financial Statements

                                       F-2

<PAGE>

                           ONLINE GAMING SYSTEMS, LTD.
                            STATEMENTS OF OPERATIONS


                                                  YEARS ENDED DECEMBER 31,
                                               ------------------------------
                                                   2003               2002
                                               -----------        -----------

REVENUE
  Related Party                                $        --        $   250,000
  Other                                            146,780            449,905
                                               -----------        -----------

TOTAL REVENUE                                  $   146,780        $   699,905

COST OF SALES                                           --                 --
                                               -----------        -----------
GROSS PROFIT                                       146,780            699,905
                                               -----------        -----------

OPERATING EXPENSES:
  General and Administrative                       398,313          2,118,756
  Depreciation and Amortization                     92,342            329,599
                                               -----------        -----------
TOTAL OPERATING EXPENSES                           490,655          2,448,355
                                               -----------        -----------
[LOSS] FROM OPERATIONS                            (343,875)        (1,748,450)
                                               -----------        -----------

OTHER [EXPENSES] INCOME:
  Interest Expense-Related Party                  (395,618)          (539,238)
  Interest Expense                                     (--)           (24,539)
  Settlement of debt                                    --                 --
  Other Income [Expense]                         2,589,774                 --
                                               -----------        -----------
OTHER [EXPENSES] INCOME - NET                    2,194,156           (563,777)
                                               -----------        -----------

INCOME(LOSS) FROM OPERATIONS BEFORE
  INCOME TAX [BENEFIT] EXPENSE                   1,850,281         (2,312,227)

INCOME TAX [BENEFIT] EXPENSE                            --                 --

NET INCOME (LOSS)                              $ 1,850,281        $(2,312,227)

  BASIC AND DILUTED NET [LOSS]
    PER SHARE OF COMMON STOCK                  $       .02        $      (.02)

  WEIGHTED AVERAGE SHARES OF COMMON
    STOCK OUTSTANDING-BASIC AND DILUTED         97,315,953          95,529,371



                 The Accompanying Notes are an Integral Part of
                     these Consolidated Financial Statements

                                       F-3

<PAGE>


                           ONLINE GAMING SYSTEMS, LTD.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                     YEARS ENDED DECEMBER 31,
                                                                  ------------------------------
                                                                      2003             2002
                                                                  ------------     -------------
<S>                                                               <C>              <C>
OPERATING ACTIVITIES:
  [Loss] from Operations                                          $  1,850,281     $  (2,312,227)
  Adjustments to Reconcile Net [Loss] Income to
    Net Cash [Used for] Operating Activities:
    Depreciation and Amortization                                       92,342           327,561
  Exchange of assets for cancellation of indebtedness               (2,659,188)         (250,000)
  Issuance of common stock for cancellation of indebtedness             54,000            34,000

Changes in Assets and Liabilities:
  [Increase] Decrease in:
    Note Receivable
    Other Assets                                                         3,707           (16,420)

  Increase [Decrease] in:
    Accounts Payable and Accrued Expenses                              (38,904)          (32,221)
    Accrued Interest - Related Party                                   395,618           519,780
                                                                  ------------     -------------

NET CASH - OPERATING ACTIVITIES:                                      (309,558)       (1,729,527)
                                                                  ------------     -------------
INVESTING ACTIVITIES:
  Purchase of Patents and Licenses                                          --                --
  Purchase of Property, Equipment, and Capitalized Software            (35,245)         (172,422)
                                                                  ------------     -------------
NET CASH - INVESTING ACTIVITIES                                        (35,245)         (172,422)
                                                                  ------------     -------------

FINANCING ACTIVITIES:
  Proceeds from Issuance of Common Stock                                                  28,500
  Cash Overdraft                                                            --            18,989
  Increase (Decrease) in Loan Payable to Officer                            --                --
  Proceeds from Note Payable                                                --            (2,500)
  Proceeds from Convertible Note Payable - Related Party               400,000         1,590,000
  Repayment of Convertible Note Payable - Related Party
  Advances - Related Party                                                  --           187,653
  Repayments of Lease Payable                                               --           (34,874)
                                                                  ------------     -------------

NET CASH - FINANCING ACTIVITIES                                        354,876         1,787,768
                                                                  ------------     -------------

[DECREASE] INCREASE IN CASH AND CASH EQUIVALENTS                        10,073          (114,181)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                         10,073           123,097
                                                                  ------------     -------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                         $         --     $       8,916
                                                                  ============     =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the years for:
    Interest                                                      $         --     $      33,796
     Taxes                                                                  --                --

Supplemental Disclosure of Non-cash Financing Activities:

         In 2003, the Company exchanged assets with a book value of $340,812 for
$3,000,000 convertible note payable resulting in a non-cash profit of $
2,659,188. In May 2003, the Company issued 900,000 shares of common stock to a
former consultant in exchange for cancellation of indebtedness.

         In January 2002, the Company issued 561,766 shares of its common stock
in settlement of approximately $34,683 of a note payable principal balance and
accrued interest owed the former president of the Company. In fiscal 2002, the
Company issued 541,667 of its common stock in settlement of approximately
$32,500 of past due rent on the Company's corporate office.

         The Company issued 25,000 shares of its common stock in exchange for
services with an approximate value of $1,500.
</TABLE>

                 The Accompanying Notes are an Integral Part of
                     these Consolidated Financial Statements

                                       F-4

<PAGE>


ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


[1]  ORGANIZATION

         Nature of Business - For the period covered by this report, Online
Gaming Systems, Ltd. [the "Company"] is located in Las Vegas, Nevada. The
Company primarily develops and markets interactive gaming products and services
through the Internet and World Wide Web. The Company established Online Gaming
Systems Australia Pty., as a wholly owned subsidiary, to offer sports book sales
in Australia and the Pacific Island region. The Company is majority owned by
Hosken Consolidated Investments and Subsidiaries ["HCI"], a South African
Company. HCI is an investment holding company involved in various technology
industries.

[2]  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation - The consolidated financial statements
include the accounts of the Company and its only subsidiary, Online Gaming
Systems Australia, Pty Ltd. All material intercom any accounts and transactions
have been eliminated.

         Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

         Cash and Cash Equivalents - The Company considers all highly liquid
investments, with a maturity of three months or less when purchased, to be cash
equivalents. At December 31, 2003, the Company did not have any cash or cash
equivalents.

         Property and Equipment and Depreciation - Property and equipment are
stated at cost. Depreciation is computed primarily using the straight-line
method over the estimated useful lives of the assets, which range from 5 to 7
years. Leasehold improvements are amortized using the straight-line method over
the lesser of the term of the related lease or the estimated useful lives of the
improvements.

         Routine maintenance and repair costs are charged to expense as incurred
and renewals and improvements that extend the useful life of the assets are
capitalized. Upon sale or retirement, the cost and related accumulated
depreciation are eliminated from the respective accounts and any resulting gain
or loss is reported as income or expense.

         Revenue Recognition - Revenue from the sales of computer software
licensing Agreements are recognized over the term of the agreement.

         Income Taxes - Pursuant to Statement of Financial Accounting Standard
["SFAS"] No. 109, "Accounting for Income Taxes," income tax expense [or benefit]
for the year is the sum of deferred tax expense [or benefit] and income taxes
currently payable [or refundable]. Deferred tax expense [or benefit] is the
change during the year in a company's deferred tax liabilities and assets.
Deferred tax liabilities and assets are determined based on differences between
financial reporting and tax basis of assets and liabilities, and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse.

                                       F-5

<PAGE>

ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


[2] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [CONTINUED]

         Net Income Per Share - Basic [loss] per share is computed by dividing
the [loss] available to common stockholders by the weighted average number of
common shares outstanding during the period.

         Diluted [loss] per share reflects the amount of earnings for the period
available to each share of common stock outstanding during the reporting period,
while giving effect to all dilutive potential common shares that were
outstanding during the period, such as common shares that could result from the
potential exercise or conversion of securities into common stock. The
computation of diluted [loss] per share does not assume conversion, exercise, or
contingent issuance of securities that would have an antidilutive effect on per
share amounts, [i.e. increasing earnings per share or reducing loss per share].
The dilutive effect of outstanding options and warrants and their equivalents
are reflected in dilutive earnings per share by the application of the treasury
stock method which recognizes the use of proceeds that could be obtained upon
exercise of options and warrants in computing diluted earnings per share. It
assumes that any proceeds should be used to purchase common stock at the average
market price during the period. Options and warrants will have a dilutive effect
only when the average market price of the common stock during the period exceeds
the exercise price of the options or warrants. At December 31, 2002 and 2001,
all outstanding options and warrants were anti-dilutive for earning per share
calculations.

         Stock-Based Compensation - The Company follows Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees" ["APB No. 25"]
with regard to the accounting for its employee stock options. Under APB No. 25,
compensation expense is recognized only when the exercise price of options is
below the market price of the underlying stock on the date of grant.
Accordingly, no compensation expense has been recognized for the Company's
stock-based compensation plan for fiscal year 2003 and 2002. The Company applies
the provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" to any
non-employee stock-based compensation and the pro forma disclosure provisions of
SFAS No. 123 to employee stock-based compensation.

         Reclassification - Certain prior year amounts have been reclassified to
conform to current year's financial statement presentation.

[3]  SIGNIFICANT RISKS AND UNCERTAINTIES

         Concentrations of Credit Risk - The Company places its cash with high
credit quality institutions to limit its credit exposure. At December 31, 2002,
the Company did not have any amounts in a financial institution that is subject
to normal credit risk beyond insured amounts. The Company routinely assesses the
credit worthiness of its customers before a sale takes place and believes its
credit risk exposure is limited. The Company performs ongoing credit evaluations
of its customers but does not require collateral as a condition of service.

                                       F-6

<PAGE>

ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


[3]  SIGNIFICANT RISKS AND UNCERTAINTIES [CONTINUED]

         Customer Concentration - In fiscal 2003 and 2002, the Company had a
portion of its revenues derived from several non-related customers, who
individually represent 10 percent or more of revenue, totaling approximately
$147,000 and $450,000, respectively. These customers comprise approximately 100%
and 66% of total revenues for fiscal 2003 and 2002, respectively.

                                                             REVENUES
                                                     YEARS ENDED DECEMBER 31,
                                                   ----------------------------
Customers                                             2003               2002
---------                                          ---------          ---------

Customer A                                         $ 146,000          $ 125,000
Customer B                                                              125,000
Customer C                                                               46,000
                                                   ---------          ---------
  Totals                                           $ 146,000          $ 450,000

         Listed below are those geographic regions which comprise 10 percent or
more of revenue for the years ended December 31, 2002 and 2001.

                                                             REVENUES
                                                     YEARS ENDED DECEMBER 31,
                                                   ----------------------------
                                                      2003               2002
                                                   ---------          ---------
Geographic Information
Australia (Pacific Region)                         $ 146,780          $ 490,905
United States                                                           209,000
                                                   ---------          ---------
  Totals                                           $ 146,780          $ 699,905

[4]  RELATED PARTY - REVENUE

         During fiscal 2002, the Company provided management services in
connection with developing an Internet casino and securing requisite licensing
to International Gaming & Entertainment Ltd. ["IGEC"] for a fee of $250,000.
Ahead Investments ["AI"] is the majority shareholder of IGEC. AI is a wholly
owned subsidiary of HCI and majority stockholder of the Company. Per the
agreement, IGEC exercised its right to pay for the license fee and management
services by offsetting $250,000 of convertible debt due HCI.

[5]  PROPERTY AND EQUIPMENT

         Property and equipment consist of the following at December 31, 2002:

                                                      ACCUMULATED
                                           COST       DEPRECIATION       NET
                                        ----------    ------------   ----------
Computer Hardware                       $  600,021    $    576,291   $   23,730
Equipment and Furniture                     94,855          70,779       24,076
Equipment Under Capital Lease              283,518         283,518           --
Leasehold Improvements                      24,763          17,546        7,217
                                        ----------     -----------   ----------
  Totals                                $1,003,157     $   948,134   $   55,023

         Depreciation expense for the years ended December 31, 2003 and 2002
amounted to $92,342 and $175,831 respectively.

         At December 31, 2003, the Company did not own any Property and
Equipment.

                                       F-7

<PAGE>


ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #4
--------------------------------------------------------------------------------


[6]  Intangible Assets

Intangible assets which are amortized using the straight-line method consist of
the following at December 31, 2002:

                               WEIGHTED
                               AVERAGE
                             AMORTIZATION               ACCUMULATED
                                PERIOD        COST      AMORTIZATION    NET
                             ------------  ----------   ----------   ----------
Organization Costs                   --    $    3,225   $    3,225   $       --
Patent Costs                          5       200,000      134,996       65,004
Rights Purchase                       3       125,000       62,501       62,499
Development Costs                     3       278,177       82,115      196,062
                                           ----------   ----------   ----------

  Totals                            3.5    $  606,402   $  282,837   $  323,565
                                           ==========   ==========   ==========

         At December 31, 2003, the company did not own any Property and
Equipment.

[7]  CONVERTIBLE NOTES PAYABLE - RELATED PARTY

         At December 31, 2003, the Company had a $2,474,907 convertible note
payable balance due Hosken Consolidated Investments ["HCI"]. HCI is a South
African investment holding company involved in various technology industries.
Terms of the revised loan agreement provides for an extension of the maturity to
repay all principal outstanding and related accrued interest by a future date to
be determined. The notes payable are secured by substantially all assets of the
Company. The Company recorded interest expense of $ 395,618 and $539,238 for the
year ended December 31, 2003 and December 31, 2002 respectively. As of December
31, 2003, the Company has accrued $1,719,496 in interest related to the
convertible debt borrowing.

         At June 30, 2003 the Company exchanged all its assets as well as its
wholly owned Australian subsidiary for forgiveness of $3,000,000 convertible
note payable due to HCI.

[8]  ADVANCES - RELATED PARTY

         During the quarter ended March 31, 2003, the Company had advances of
$400,000 from HCI in the form of convertible notes payable. Terms of the
conversion feature provide for the principal balance to be converted into shares
of the Company's common stock at a rate equal to the fair value per share at the
date of conversion.

                                      F-8
<PAGE>

ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


[9]  ACCRUED SETTLEMENT

         In fiscal 2000, the Company borrowed $100,000 from a customer of the
Company. Terms of the note payable provide for a maturity date of August 2002
for all principal and accrued interest to be repaid. Upon default of repayment,
the customer initiated legal action against the Company. While the outcome of
litigation is uncertain, legal counsel has advised the Company that a total of
$52,000 will be a reasonable amount due the customer. At December 31, 2002, the
Company accrued a balance of $52,000 including past due interest related to the
settlement of this matter.

[10] NOTE PAYABLE - RELATED PARTY

         In January 2001, the Company borrowed $65,000 from the former president
of the Company. The loan agreement provides for interest at 8% per annum but
contains no specific repayment terms on the principal balance. At December 31,
2001, the principal balance and related accrued interest outstanding was
$34,683. The Company recorded approximately $4,000 in interest expense in 2001
related to this borrowing. In fiscal 2002, the Company issued 561,766 shares of
its common stock in settlement of the remaining loan balance of $29,319 plus
accrued interest of $5,364.

[11] FAIR VALUE OF FINANCIAL INSTRUMENTS

         The Company adopted SFAS No. 107, "Disclosure About Fair Value of
Financial Instruments" which requires disclosing fair value to the extent
practicable for financial instruments which are recognized or unrecognized in
the balance sheet. The fair value of the financial instruments disclosed herein
is not necessarily representative of the amount that could be realized or
settled, nor does the fair value amount consider the tax consequences of
realization or settlement.

         In assessing the fair value of financial instruments, the Company used
a variety of methods and assumptions, which were based on estimates of market
conditions and risks existing at that time. For certain instruments, including
capital lease obligation and notes payables, it was assumed that the carrying
amount approximated fair value for the majority of these instruments because of
their short maturities.

[12] CAPITAL TRANSACTION

         In January 2002, the Company received a purchase money mortgage note
from a consultant calling for the purchase of 30,000 shares per month for 12
months at a price of $.05 per share, the closing price on the date when the
agreement was negotiated. In January 2002, the Company issued the initial 30,000
shares of its common stock in exchange for $1,500. In February 2002, the Company
issued another 90,000 shares of its common stock in exchange for $4,500. In
August 2002, the Company issued another 30,000 shares of its common stock in
exchange for $1,500.

                                      F-9
<PAGE>

ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


[12] CAPITAL TRANSACTION [CONTINUED]

         A total of 241,251 shares of the Company's common stock were issued to
a previous customer in satisfaction of an investment made in the Company.

         During fiscal 2002, the Chief Financial Officer of the Company
purchased 350,000 shares of the Company's common stock at $.06 per share. During
fiscal 2002, the former Chief Executive Officer of the Company was issued
561,766 shares of the Company's common stock in settlement of a loan amount and
interest payable due to the Company's former Chief Executive Officer of $34,683.

         In connection with a settlement in fiscal 2002, the Company issued
541,667 shares of common stock with a fair market value of $0.06 per share as
consideration for rent in arrears on its corporate office space. Additionally,
the Company issued 25,000 shares of common stock with a fair market value of
$0.06 per share to a consultant for services rendered.

         At the November 2002 shareholders meeting, the shareholders approved an
amendment to the Company's articles of incorporation to increase the number of
shares of common stock which the Company is authorized to issue from 100,000,000
to 200,000,000.

         In the second quarter of 2003, the Company issued 900,000 shares of
common stock with a market value of $.06 per share for cancellation of
indebtedness.

[13] Provision for Income Taxes

         Income tax [benefit] expense from continuing operations consists of the
following:

                                                               DECEMBER 31,
                                                             2003        2002
                                                          ---------   ---------
Current:
  Federal                                                 $      --   $      --
  State                                                          --          --
                                                          ---------   ---------
  Total Current                                                  --          --
                                                          ---------   ---------
Deferred:
  Federal                                                        --          --
  State                                                          --          --
                                                           ---------    -------
  Total Deferred                                                 --          --
                                                          ---------   ---------

  Tax Expense [Benefit] - Continuing Operations           $      --   $      --

         Income tax from continuing operations at the federal statutory rate
reconciled to the Company's effective rate is as follows:

                                                               DECEMBER 31,
                                                             2003        2002
                                                          ---------   ---------
Federal Statutory Rate                                         34.0%       34.0%
State Income Taxes                                               --          --
Non-Deductible Expenses and NOL Valuation Allowance           (34.0)      (34.0)
                                                          ---------   ---------

  Effective Rate                                                 --%         --%
  --------------                                          =========   =========


                                      F-10
<PAGE>

ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


[13] PROVISION FOR INCOME TAXES [CONTINUED]

         As of December 31, 2003, the Company had a gross deferred tax asset of
approximately $6,700,000. The deferred tax asset primarily consists of
approximately $16,700,000 of federal net operating loss tax carryforwards
expiring in years 2012 through 2022. The gross deferred tax asset is offset by a
valuation allowance of $6,700,000 at December 31, 2003.

         The Company's valuation allowance increased by approximately $--- and
$900,000 for the years ended December 31, 2003 and 2002, respectively.

[14] COMMITMENTS AND CONTINGENCIES

         The Company is party to litigation arising from the normal course of
business. In managements' opinion, this litigation will not materially affect
the Company's financial position, results of operations or cash flows. The
Company is currently in litigation with several a previous creditors for past
amounts outstanding owing.

         The Company rents office space under and operating lease expiring in
September 2005. The lease grants an option for renewal for an additional 5
years.

         Minimum future rental payments under non-cancelable operating leases
having remaining terms in excess of one year as of December 31, 2002.

   YEAR ENDING                         OPERATING
   DECEMBER 31,                          LEASES
   ------------                       ----------
     2004                                151,272
     2005                                100,848
     Thereafter                               --
                                      ----------
  Total                               $  252,120

         Rent expense for the years ended December 31, 2003 and 2002 was
approximately $120,000 and $113,000, respectively.

         In January 2001, the Company entered into a three year employment
agreement with the Company's Chief Financial Officer. Terms of the agreement
provide for a base salary of $240,000 per annum for fiscal year ended December
31, 2003. A severance of 1.5 times the annual base salary will be paid upon
termination without cause.

[15] STOCK OPTIONS

         [A] On January 1, 1997, the Company adopted an Incentive Stock Option
Plan for Employees, Directors, Consultants and Advisors [the "Plan"]. The Plan
will expire December 31, 2006 unless further extended by appropriate action of
the Board of Directors. Employees, directors, consultants and advisors of the
Company, or any of its subsidiary corporations, are eligible for participation
in the Plan. The Plan provides for stock to be issued pursuant to options
granted and shall be limited to 250,000 shares of Common Stock, $.001 par value.
The shares have been reserved for issuance in accordance with the terms of the
Plan. At the November 2002 stockholder meeting, the shareholders approved an
amendment to the plan to increase the maximum number of shares of common stock
issuable upon exercise of options granted under the plan to 10,000,000. In
December 2002, the Board of Directors authorized the issuance of 5,300,000
incentive stock options under the plan to five members of management. A total of
1,250,000 of these options will vest immediately with the remaining 4,050,000
vesting equally over a three year period through December 2005. As of December
31, 2003, a total of 5,308,500 options were outstanding under the plan.

                                      F-11
<PAGE>

ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


[15] Stock Options [Continued]

         The following is a summary of transactions, including those options
issued to employees of the Company under the plan.

                                                                WEIGHTED-AVERAGE
                                                     SHARES      EXERCISE PRICE
                                                   ----------      ----------
Outstanding at December 31, 2000                      157,500      $     1.72
Granted                                                    --              --
Exercised                                                  --              --
Canceled                                                   --              --

Outstanding at December 31, 2001                      157,500            1.72
                                                   ----------      ----------
Exercisable at December 31, 2001                      141,200            2.25
Granted                                             5,300,000             .06
Exercised                                                  --              --
Canceled                                             (149,000)           1.72

  Outstanding at December 31, 2002                  5,308,500             .06
                                                   ----------      ----------

  Exercisable at December 31, 2002                  1,258,500             .06
                                                   ----------      ----------

         The following table summarizes information about stock options issued
under the plan at December 31, 2002:

<TABLE>
<CAPTION>
EXERCISABLE                                  OUTSTANDING STOCK OPTIONS
STOCK OPTIONS                   REMAINING      WEIGHTED-AVERAGE    EXERCISABLE  WEIGHTED-AVERAGE
EXERCISE PRICES    SHARES    CONTRACTUAL LIFE   EXERCISE PRICE       SHARES      EXERCISE PRICE
---------------  ---------   ----------------   --------------       ------      --------------
     <S>         <C>             <C>                <C>           <C>                <C>
     $1.19           8,500       2.00               $1.19             8,500          $1.19
     $0.06       5,300,000       5.00               $0.06         1,250,000          $0.06
</TABLE>

         [B] Non-incentive stock options and warrants may be granted to
employees or non-employees at fair market value or at a price less than fair
market value of the common stock at the date of grant. The following is a
summary of non-incentive stock options and warrants transactions for the two
years ended December 31, 2002:

                                                                WEIGHTED-AVERAGE
                                                     SHARES      EXERCISE PRICE
                                                  -----------   ----------------
Outstanding at December 31, 2000                    1,441,500      $     2.25
Granted                                               216,667            0.03
Exercised                                                  --              --
Canceled                                                   --              --

Outstanding at December 31, 2001                    1,658,167            2.25
Exercisable at December 31, 2001                    1,815,667            2.25
Granted                                                    --              --
Exercised                                                  --              --
Canceled                                             (208,333)           2.01

  Outstanding at December 31, 2002                  1,607,334            2.25
                                                  -----------      ----------

  Exercisable at December 31, 2002                  1,607,334            2.25
                                                  -----------      ----------


                                      F-12
<PAGE>

ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


[15] STOCK OPTIONS [CONTINUED]

         The following table summarizes information about non-incentive stock
options at December 31, 2002:

<TABLE>
<CAPTION>
EXERCISABLE
STOCK OPTIONS                               OUTSTANDING STOCK OPTIONS
                                 REMAINING      WEIGHTED-AVERAGE    EXERCISABLE   WEIGHTED-AVERAGE
EXERCISE PRICES    SHARES     CONTRACTUAL LIFE    EXERCISE PRICE      SHARES       EXERCISE PRICE
---------------    ------     ----------------    --------------     --------      --------------
     <S>          <C>             <C>                <C>             <C>              <C>
     $3.25         50,000         2.00               $3.25            50,000          $3.25
     $4.13        700,000         2.25               $4.13           700,000          $4.13
     $2.50         88,000         2.75               $2.50            88,000          $2.50
     $1.29        115,000         2.25               $1.29           115,000          $1.29
     $2.50        521,000         2.75               $2.50           521,000          $2.50
     $0.03        133,334         3.50               $0.03           133,334          $0.03
</TABLE>

         These options have a weighted average remaining contractual life of 2.5
years at December 31, 2002.

         The Company applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations, for
stock options issued to employees in accounting for its stock option plans. In
fiscal 2001, the Company granted 216,667 stock options with an exercise price of
$.03 per share to two employees. In fiscal 2002, the Company issued 5,300,000
incentive stock options with an exercise price of $.06 per share to five
employees.

         The Black-Scholes option valuation model was developed for use in
estimating the fair value of options. In addition, option valuation models
require the input of highly subjective assumptions including the expected stock
price volatility.

         Pro forma information regarding net loss and net loss per share has
been determined as if the Company had accounted for its employee stock options
under the fair value method prescribed under SFAS No. 123, "Accounting for Stock
Based Compensation." The fair value of the 5,300,000 and 216,667 options issued
employees in fiscal 2002 and 2001 was estimated at the date of grant using the
Black-Scholes option-pricing model for the pro forma amounts with the following
weighted average assumptions:

                                                           DECEMBER 31,
                                                      2002              2001
                                                  ------------     -----------
Risk-Free Interest Rate                                 5.0%             5.5%
Expected Life                                        5 Years          3 years
Expected Volatility                                  117.68%           63.93%
Expected Dividends                                       --%              --%

         The pro forma amounts are indicated below:

                                                     YEARS ENDED DECEMBER 31,
                                                      2002              2001
                                                  ------------     -----------
Net [Loss]:
  As Reported                                     $ (2,312,227)    $ (4,283,497)
  Pro Forma                                       $ (2,395,227)    $ (4,292,997)

Basic Net [Loss] Per Share of Common Stock:
  As Reported                                     $       (.02)    $       (.14)
  Pro Forma                                       $       (.03)    $       (.14)



                                      F-13
<PAGE>

ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


[16] NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

         The Financial Accounting Standards Board ["FASB"] has issued Statement
No. 143 "Accounting for Asset Retirement Obligations" in June 2001, which
requires that the fair value of a liability for an asset retirement legal
obligation be recognized in the period in which it is incurred if a reasonable
estimate of fair value can be made. The associated asset retirement costs are
capitalized as part of the carrying amount of the long-lived asset. This
statement is effective for fiscal years beginning after June 15, 2002.

         In August 2001, FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement retains the
requirements of SFAS No. 121 but removes goodwill from its scope and describes a
probability-weighted cash flow estimation approach in evaluating possible future
cash flows to be used in impairment testing. Provisions of this statement are
effective for financial statements issued for fiscal years beginning after
December 15, 2001, and interim periods within those fiscal years.

         In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 14, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections" ["ASFAS 145"]. SFAS 145 among other things rescinds SFAS No. 4,
"Reporting Gains and Losses from Extinguishment of Debt" ["SFAS 4"], and SFAS
No. 64, "Extinguishments of Debt Made to Satisfy Sinking - Fund Requirements"
["SFAS 64"] and amends SFAS No. 13, "Accounting for Leases" ["SFAS 13"]. This
statement updates, clarifies and simplifies existing accounting pronouncements.
As a result of rescinding SFAS 4 and SFAS 64, the criteria in APB No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Event and Transactions," will be used to classify gains and losses from
extinguishment of debt. SFAS 13 was amended to eliminate an inconsistency
between the required accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have economic effects that are
similar to sale-leaseback transactions and makes technical corrections to
existing pronouncements. The provisions of SFAS 145 are effective for fiscal
years beginning after May 15, 2002, with earlier application encouraged. The
Company adopted SFAS 145 effective January 1, 2003 and made the necessary
reclassifications in its consolidated statements of operations.

         In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities" ["SFAS 146"], which addresses the
recognition, measurement, and reporting of costs associated with exit or
disposal activities, and supersedes Emerging Issues Task Force ["EITF"] Issue
No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and
other Costs to Exit an Activity [including Certain Costs Incurred in a
Restructuring]" ["EITF 94-3"]. The principal difference between SFAS 146 and
EITF 94-3 relates to the requirements for recognition of a liability for a cost
associated with an exit or disposal activity. SFAS 146 requires that a liability
for a cost associated with an exit or disposal activity, including those related
to employee termination benefits and obligations under operating leases and
other contracts, be recognized when the liability is incurred, and not
necessarily the date of an entity's commitment to an exit plan, as under EITF
94-3. SFAS 146 also establishes that the initial measurement of a liability
recognized under SFAS 146 be based on fair value. The provisions of SFAS 146 are
effective for exit or disposal activities that are initiated after December 31,
2002, with early application encouraged.

                                      F-14
<PAGE>

ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


[16] NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS [CONTINUED]

         In December 2002, FASB Statement No. 148 "Accounting for Stock-Based
Compensation - Transition and Disclosure" was issued as an amendment of FASB
Statement No. 123. Provisions of Statement No. 148 provide for alternate methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, Statement No. 148
amends the disclosure requirements of Statement No. 123 to require prominent
disclosure in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reporting results. Statement No. 148 is effective for entities with a
fiscal year ending after December 15, 2002. Certain disclosure requirements
under Statement No. 148 are effective for financial reports containing condensed
financial statements for interim periods beginning after December 15, 2002.

         We do not expect the adoption of SFAS No. 143, 144, 145, 146 and 148 to
have a material impact on our results of operations and financial condition.

[17] GOING CONCERN

         The accompanying consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course of business. As
reflected in the consolidated financial statements, the Company has incurred
recurring net losses from operations, an accumulated deficit, and recurring
negative cash flows from operations. These factors raised substantial doubt
about the ability of the Company to continue as a going concern.

         Management is currently negotiating for several significant software
contracts. If these contract negotiations are successful, management of the
Company estimates it will have sufficient cash flows to continue to operate on a
going concern basis in the near future. There can be no assurance that
management's plans to reduce operating losses and have the Company generate
sufficient operating cash flows will be successful. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.

                                      F-15
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURES

         None
                                       5
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
        GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT


COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "Commission"). Officers, directors and greater than ten percent
shareholders are required by the Commission's regulations to furnish the Company
with copies of all Section 16(a) forms they file.

ITEM 10.  EXECUTIVE COMPENSATION

         The following table provides certain summary information concerning the
compensation earned, by the Company's Chief Executive Officer and its Chairman
for services rendered in all capacities to the Company and its subsidiaries for
each of the last three fiscal years. No individuals received any cash or other
compensation in the year ended December 31, 2003. Such individuals will be
hereafter referred to as the Named Executive Officers. No other executive
officer that would have otherwise been included in such table on the basis of
salary and bonus earned for the 2002 fiscal year has resigned or terminated
employment during that fiscal year.

                           SUMMARY COMPENSATION TABLE

         NAME AND PRINCIPAL POSITION             YEAR     SALARY ($)   BONUS ($)
         ---------------------------             ----     ---------    ---------

Lawrence P. Tombari                              2003     $      --          --
President and Chief Financial Officer            2002       180,000
                                                               2001     140,000
Gary A. Ramos (1)                                2003     $      --          --
Former President and Chief Executive Officer     2002        89,000
                                                 2001       250,000
------------

(1)  Resigned March 2002

STOCK OPTIONS

         On January 1, 1997, the Company adopted an Incentive Stock Option Plan
for Employees, Directors, Consultants and Advisors (the "Plan"). The Plan
expired December 31, 2006. Employees, directors, consultants and advisors of the
Company, or any of its subsidiary corporations, were eligible for participation
in the Plan. The Plan provided for stock to be issued pursuant to options
granted and was limited to 250,000 shares of Common Stock, $.001 par value. The
shares were reserved for issuance in accordance with the terms of the Plan. The
exercise of these options may be for all or any portion of the option and any
portion not exercised will remain with the holder until the expiration of the
option period.

         During 2003, the Company did not issue any stock options under the
Plan.

         During 2002 the Board of Directors and shareholders approved amendments
to the Plan that, among other things, increased the number of shares available
under the Plan to 10,000,000.

                                        6
<PAGE>

         The following table contains information concerning the stock option
grants made to each of the named executive officers and employees for the last
three fiscal years covered by this report.
<TABLE>
<CAPTION>
              Name                      No. Granted             In F/Y            $/Share       Exp. Date1
              ----                      -----------             ------            -------       ----------
<S>                                     <C>                      <C>               <C>
Lawrence P. Tombari                             0                2003               N/A              N/A
                                        2,000,000                2002              $.06             2003
                                          139,999                2002              $.03             2003

Gary A. Ramos                              83,333                2001              $.03             2003

J.A. Copelyn                              2,000000               2002              $.06             2003

Herman Suarez                             500,000                2002              $.06             2003

David Kinsman                             500,000                2002              $.06             2003

Syed Hussain                              300,000                2002              $.06             2003
</TABLE>

------------
1    No options were granted during 2003.

         During the period covered by this report, the Company applied
Accounting Principles Board Option No. 25, "Accounting for Stock Issued to
Employees", and related interpretations, for stock options issued to employees
in accounting for its stock option plans. The exercise price of all options
issued was the market price at the date of grant. Accordingly, no compensation
expense has been recognized for the Company's stock-based compensation plans.

BOARD OF DIRECTORS COMPENSATION

         The Company does compensate directors who are also executive officers
of the Company for service on the Board of Directors. Directors receive $1,500
per meeting and are reimbursed for their expenses incurred in attending meetings
of the Board of Directors.

         The Company has paid no compensation to any directors since the Company
became dormant in May 2003.

LONG-TERM INCENTIVE AND PENSION PLANS

         The Company does not have any long-term incentive or defined benefit
pension plans.

OTHER

         No director or executive officer is involved in any material legal
proceeding in which he is a party adverse to the Company or has a material
interest adverse to the Company.

EMPLOYMENT AGREEMENTS

         The Company has entered into employment contracts with Messrs. Tombari,
Campbell and Kinsman. Mr. Campbell left the Company in March 2002; Messrs.
Tombari and Kinsman resigned in May 2003.

------------
1   All these options expired upon each recipient's resignation from the Company
    in 2003.

                                        7
<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
          --------------------------------------------------------------

         The following table sets forth, as of March 31, 2004, information
regarding the beneficial ownership of the Company's Common Stock by each person
known by the Company to own five percent or more of the outstanding shares, by
each of the directors and officers, and by the directors and officers as a
group. As of March 31, 2004, 96,415,953 shares of the Common Stock of the
Company were issued and outstanding.

<TABLE>
<CAPTION>
          Name and Address of Beneficial Owner(2)             Amount of Beneficial Ownership      Percent of Class
          ---------------------------------------             ------------------------------      ----------------
<S>                                                                     <C>                            <C>
Ahead Investments Limited                                               78,698,120                     81.60%

Lawrence P. Tombari                                                        733,333                      0.08%

All Officers and Directors as a Group                                   79,431,453                     82.38%
  (2 Persons)
</TABLE>

------------

**   In July 1999, Ahead Investments Limited, a subsidiary of HCI, acquired the
     stock of Norman J. Hoskin, the Company's former Chairman. Both Mr. Golding
     and Mr. Copelyn are substantial owners and officers of HCI and
     consequently, ownership of all of the shares of HCI or by its subsidiaries,
     including Ahead Investments Limited have been attributed to both Mr.
     Golding and Mr. Copelyn for the purpose of this table.

(1)  Beneficial ownership has been determined in accordance with Rule 13d-3 of
     the Securities Exchange Act of 1934. Generally, a person is deemed to be
     the beneficial owner of a security if he has the right to acquire voting or
     investment power within 30 days.

(2)  Unless otherwise stated, the address for the beneficial owner is 3225
     McLeod Drive, 1st Floor, Las Vegas, Nevada 89121


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         During the period covered by this report, the Company's operating
shortfalls were largely been funded via its largest shareholder, Hosken
Consolidated Investment Limited (HCI).

         During 2003, HCI funded the Company $400,000 in the form of convertible
notes. During 2002, HCI funded the Company $1,590,000 in the form of convertible
notes.

         All of the notes issued to HCI were cancelled in August 2006.


                                       8
<PAGE>

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company and their positions with the
Company during the period covered by this report, are set forth below. All of
the Company's officers resigned in May 2003, when the Company became dormant.

        Name              Age                Position
        ----              ---                ---------
 J.A. Copelyn             52   Chief Executive Officer and Chairman of the Board
 Lawrence P. Tombari      44   President, Chief Financial Officer and Director
 Gavin Chamberlain        47   Director

    Marcel Golding        42   Director

         The information below is provided as of March 31, 2004.

         JOHN COPELYN was Chief Executive Officer and Chairman of the Board. He
was also the Chief Executive Officer of the South African Clothing and Textile
Workers Union Investment Group and the Chief Executive Officer of Hosken
Consolidated Investments, Ltd., a company traded on the Johannesburg Stock
Exchange. During 1992-1994, Mr. Copelyn was Chief Executive Officer of Zenzeleni
Clothing. From 1994-1997, Mr. Copelyn served as an elected member of the
democratically elected South African parliament. In addition, he has held
numerous positions with South African trade unions including serving on the
Central Committee of COSATU. Mr. Copelyn is also a licensed attorney in South
Africa. He attended both the University of Witwatersrand and University of South
Africa.

         LAWRENCE P. TOMBARI was President and Chief Financial Officer of the
Company. He joined the Company in 2001 as its Chief Financial Officer and was
appointed President in 2002. Mr. Tombari resigned as President, Chief Financial
Officer and Director in May 2003. Mr. Tombari has a Bachelor of Science of
Business Administration from the University of Southern California and an MBA
from Arizona State University.

         GAVIN CHAMBERLAIN was Managing Director of Global Payment Technologies
Holdings (Pty) Ltd., the South African affiliate of Global Payment Technologies,
Inc., a leading manufacturer and innovator of currency acceptance systems used
in the worldwide gaming, beverage and vending industries. Recently, GPTHL agreed
to merge its operations with Vukani Gaming Corporation, a wholly owned
subsidiary of Hosken Consolidated Investments Ltd., the Company's majority
stockholder. Vukani is a South African based company established in 1996 to
operate in the South African route market. Mr. Chamberlain is on the Board of
Vukani and also Managing Director of another South African affiliate of GPTHL,
International Payment Systems, Ptd. Ltd.

         MARCEL GOLDING was appointed a Director of the Company in August of
1998. Mr. Golding is Chairman of Hosken Consolidated Investments (HCI) and
Softline Holdings, as well as being a Director of JCI and Global Capital, which
are all listed companies on the Johannesburg Stock Exchange. In addition, he was
the founding chairman of the Mineworkers Investment Company (linked to the
National Union of Mineworkers), one of the two pioneering trade union investment
companies in South Africa. He was elected the first Deputy General Secretary of
the union in 1987 at the age of 26, and was re-elected on three additional
occasions to this post of the Country's largest trade union. From 1994 to 1997
he served as a Member of Parliament, where he chaired the Minerals and Energy
Committee and the Audited Commission, the oversight committee of the office of
the Auditor-General. Mr. Golding holds a post-graduate degree from the
University of Cape Town.

MEETINGS AND COMMITTEES

         The Board held one meeting during the year ended December 31, 2003. In
addition, from time to time during such year, the members of the Board acted by
unanimous written consent. The Company has elected a standing compensation and
audit committees. The entire Board of Directors performs the typical functions
of such committees. The Company's Audit Committee during 2003 was comprised of
Lawrence P. Tombari. The Committee recommends engagement of the Company's
independent accountants approves services performed by such accountants and
reviews and evaluates the Company's accounting system and its system of internal
controls.

                                       9
<PAGE>


ITEM 13  EXHIBITS.

         (a) Exhibits:

         3.1   -  Certificate of Incorporation of the Company, incorporated by
                  reference to Exhibit 3.1 to the Company's Form 10-KSB for the
                  fiscal year ended December 31, 1996.

         3.2   -  Bylaws of the Company, incorporated by reference to Exhibit
                  3.2 to the Company's Form 10-KSB for the fiscal year ended
                  December 31, 1996.

         4.1   -  Specimen Common Stock Certificate, incorporated by reference
                  to Exhibit 4.1 to the Company's Form 10-KSB for the fiscal
                  year ended December 31, 1996.

        10.6   -  Stock Purchase Agreement dated March 10, 1999 by and between
                  Atlantic International Entertainment, Ltd. and Centerline
                  Associates, Inc.

        10.7   -  Stock Option and Incentive Plan adopted by Board of Directors
                  on March 25, 1999.

        10.8*  -  Stock Purchase Agreement dated December 10, 1999 by and
                  between Atlantic Internet Holdings, Inc.

        21.1*  -  Subsidiaries of the Company

        23.1   -  Consent to the incorporation by reference in the Company's
                  Annual Report on Form 10-KSB of the report of Moore Stephens,
                  P.C. included herein.

        31.1   -  Certifications

        31.2   -  Certifications

        32     -  Certifications


                                       10
<PAGE>

                                   SIGNATURES


         In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                                     ONLINE GAMING SYSTEMS, LTD.

Dated: June 18, 2007                                 /s/ RICHARD DUNNING
                                                     ---------------------------
                                                     Richard Dunning, President




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