U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549


                           FORM 10-QSB
 QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT TO THE 1934
                   ACT REPORTING REQUIREMENTS

[X]  QUARTERLY REPORT UNDER 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 ___________________



                Commission File Number: 000-29983


                GLOBAL INDUSTRIAL SERVICES, INC.
     (Exact name of registrant as specified in its charter)


           Nevada                                   98-0203485
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                  Identification No.)


                14th Floor, 609 Granville Street
                 Vancouver, B.C. Canada V6Y 1G5
            (Address of principal executive offices)

Registrant's telephone number, including area code (604) 683-8358

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 and (2) has been subject to such filing requirements
for the past 90 days.  Yes X

There are 26,448,931 shares of common stock issued and
outstanding as of May 15, 2002.

                              INDEX

PART I - FINANCIAL INFORMATION
                                                                          Page
Item 1.   Financial Statements

     Consolidated Balance Sheets.........................................   4

     Consolidated Statements of Operations (Unaudited)...................   5

     Consolidated Statements of Stockholders' Equity and
     Comprehensive Income (Loss) (Unaudited).............................   6

     Consolidated Statements of Cash Flows (Unaudited) ..................   7

     Notes to Financial Statements.......................................   8

Item 2.   Management's Discussion and Analysis and Plan of Operation.....  26

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings..............................................  31

Item 2.   Changes in Securities..........................................  31

Item 3.   Defaults Upon Senior Securities................................  31

Item 4.   Submission of Matters to a Vote of Security Holders............  31

Item 5.   Other Information..............................................  31

Item 6.   Exhibits and Reports on Form 8-K...............................  31

Signatures...............................................................  33


                               -2-



                 PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


            Consolidated Financial Statements of

            GLOBAL INDUSTRIAL SERVICES INC.
            (Expressed in U.S. Dollars)
            (unaudited)

            March 31, 2002 and December 31, 2001



                              -3-


GLOBAL INDUSTRIAL SERVICES INC.
Consolidated Balance Sheets
(Expressed in U.S. Dollars)

                                      December 31,        March 31,
                                              2001             2002
                                         (Audited)      (Unaudited)
-------------------------------------------------------------------

Assets

Current assets:
  Cash and cash equivalents            $   391,277      $   141,350
  Accounts receivable (note 18(c))         466,982          424,528
  Due from director                          4,746           14,020
  Prepaid expenses                          22,552           51,206
  Inventories (note 2)                     299,000          313,147
  -----------------------------------------------------------------
  Total current assets                   1,184,557          944,251

Property and equipment (note 3)          3,019,794        2,989,746
Investments (note 4)                       100,591          100,336
Goodwill (note 5)                           19,743           19,743
Equipment lease deposit                     45,500           45,500

-------------------------------------------------------------------
Total assets                            $4,370,185       $4,099,576
===================================================================


Liabilities and Stockholders' Equity

Current liabilities:
  Bank indebtedness (note 6)            $   75,949       $   97,536
  Accounts payable                         646,434          602,508
  Accrued liabilities                      129,005          109,114
  Deferred revenue                          75,507           17,578
  Payable on acquisition of subsidiaries
    (note 7)                             1,174,300        1,174,300
  Current portion of long-term debt
    (note 8)                               553,528          541,110
  Current portion of obligations under
    capital leases (note 9)                201,869          197,469
  Advances from affiliated parties
    (note 10)                              346,539          481,062
  -----------------------------------------------------------------
  Total current liabilities              3,203,131        3,220,677

Long-term debt (note 8)                    677,013          677,040
Obligations under capital leases
  (note 9)                                  60,597           56,907
-------------------------------------------------------------------
                                         3,940,741        3,954,624


Stockholders' equity:
  Authorized:
     50,000,000 Common stock at $0.001
      par value
  Issued and outstanding:
     24,971,931 Common stock
      (2001 - 24,971,931)                   19,973           19,973
  Additional paid-in capital             4,672,499        4,672,499
  Accumulated deficit                   (4,234,279)      (4,517,810)
  Accumulated other comprehensive loss:
     Cumulative translation adjustment    ( 28,749)         (29,710)
  ------------------------------------------------------------------
  Total stockholders' equity               429,444          144,952


Continuing operations (note 1(a))
Commitments and contingencies (note 16)
--------------------------------------------------------------------
Total liabilities and stockholders'
 equity                                 $4,370,185       $4,099,576
====================================================================

See accompanying notes to consolidated financial statements.

                                    -4-

GLOBAL INDUSTRIAL SERVICES INC.
Consolidated Statements of Operations
(Unaudited)
(Expressed in U.S. Dollars)

                                    For the three       For the three
                                     months ended        months ended
                                   March 31, 2001      March 31, 2002
---------------------------------------------------------------------

Sales:
  Drilling                               $684,633            $214,113
  Engineering fees                        607,691             407,102
  -------------------------------------------------------------------
                                        1,292,324             621,215
Cost of sales:
  Drilling                                513,412             265,797
  Engineering                             316,123             308,818
  -------------------------------------------------------------------
                                          829,535             574,615
Gross margin:
  Drilling                                171,221            (51,684)
  Engineering                             291,568              98,284
  -------------------------------------------------------------------
                                          462,789              46,600
Operating expenses:
  General and administrative            2,406,986             365,886
  Amortization of goodwill                 50,860                   -
  Depreciation of equipment                 2,618               2,108
  -------------------------------------------------------------------
                                        2,460,464             367,994

---------------------------------------------------------------------
Loss before other income (expenses)    (1,997,675)           (321,394)

Other income (expenses):
  Interest on long-term debt              (23,767)            (77,804)
  Interest on payable on investments
   (note 7)                                     -             (13,258)
  Interest income                          14,997               2,325
  Forgiveness of debt                           -             112,500
  Other income                                  -              14,100
  -------------------------------------------------------------------
                                           (8,770)             37,863

---------------------------------------------------------------------
Loss                                  $(2,006,445)          $(283,531)
=====================================================================

Loss per share of common stock:
  Basic and diluted                       $ (0.13)             $(0.01)
=====================================================================

Weighted average number of shares of
 common stock:
  Basic and diluted                    16,039,958          19,971,931
=====================================================================

See accompanying notes to consolidated financial statements.


                                    -5-



GLOBAL INDUSTRIAL SERVICES INC.
Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss)
(Unaudited)
(Expressed in U.S. Dollars)
Three months ended March 31, 2002

<Table>

                                     <c>            <c>       <c>         <c>            <c>           <c>         <c>
                                             Common shares       Additional     Common       Currency                      Total
                                        ---------------------      paid-in      stock       translation   Accumulated shareholder's
                                          Shares       Amount      capital   subscriptions  adjustment       deficit       equity
                                        ----------   --------    ----------  -------------  ----------    -----------   -----------
Balance, December 31, 2001              24,971,931     19,973     4,672,499            -     (28,749)     (4,234,279)      429,444

Components of comprehensive loss:
 Loss                                            -          -             -            -           -        (283,531)     (283,531)
 Foreign currency translation adjustment         -          -             -            -        (961)              -          (961)
                                                                                                                         ----------
                                                                                                                          (284,492)

-----------------------------------------------------------------------------------------------------------------------------------
Balance, March 31, 2002                 24,971,931    $19,973    $4,672,499    $       -    $(29,710)    $(4,517,810)    $ 144,952
===================================================================================================================================
</Table>

See accompanying notes to consolidated financial statements.


                                                 -6-




GLOBAL INDUSTRIAL SERVICES INC.
Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in U.S. Dollars)

                                           For the three    For the three
                                            months ended     months ended
                                          March 31, 2001   March 31, 2002
-------------------------------------------------------------------------

Cash flows from operating activities:
  Loss                                       $(2,006,445)       $(283,531)
  Items not involving cash:
     Depreciation and amortization               104,358           79,494
     Bad debt expense                             67,407            1,882
     Stock-based compensation                  2,043,750                -
  Changes in operating assets and
   liabilities (note 18(a))                      (44,024)        (133,249)
  -----------------------------------------------------------------------
  Net cash provided by (used in) operating
   activities                                    165,046         (335,404)

Cash flows from investing activities:
  Additions to property and equipment, net         1,177          (49,191)
  Additions to investments                       (17,518)               -
  -----------------------------------------------------------------------
  Net cash used in investing activities          (16,341)         (49,191)

Cash flows from financing activities:
  Repayment of bank indebtedness                 (15,948)               -
  Increase in bank indebtedness                        -           21,587
  Proceeds from issuance of shares of
   common stock                                   75,000                -
  Repayment of note payable                      (52,210)         (12,391)
  Repayment of capital leases                          -           (8,090)
  Advances from affiliated party                       -          134,523
  Decrease in payable on acquisition of
   subsidiaries                                 (140,000)               -
  -----------------------------------------------------------------------
  Net cash provided by (used in) financing
   activities                                   (133,158)         135,629

Effect of changes in foreign exchange rates
 on cash balances                                (22,540)            (961)

-------------------------------------------------------------------------
Decrease in cash and cash equivalents             (6,993)        (249,927)

Cash and cash equivalents, beginning of period   119,376          391,277

-------------------------------------------------------------------------
Cash and cash equivalents, end of period        $112,383         $141,350
=========================================================================

See accompanying notes to consolidated financial statements.

                                    -7-



GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
------------------------------------------------------------------


Global Industrial Services Inc. (the "Company") was incorporated
under the laws of the State of Nevada on July 24, 1998.  On March
30, 2000, the Company changed its name from Charger Ventures,
Inc. to Global Industrial Services Inc.  The Company, through its
subsidiary Stothert Group, Inc., provides engineering,
construction and project management services and provides,
through its subsidiary AK Drilling, Inc., mineral and water
drilling services.

1. Accounting policies:

  (a) Basis of presentation:

      The information included in the accompanying interim
      financial statements is unaudited and should be read in
      conjunction with the annual audited financial statements
      and notes thereto contained in the Company's Annual Report
      on Form 10-KSB for the fiscal year ended December 31,
      2001.  In the opinion of management, all adjustments,
      consisting of normal recurring adjustments, necessary for
      fair presentation of the results of operations for the
      interim periods presented have been reflected herein.  The
      results of operations for the interim periods presented
      are not necessarily indicative of the results to be
      expected for the entire fiscal year.

      These financial statements have been prepared on a going
      concern basis in accordance with United States generally
      accepted accounting principles.  The going concern basis
      of presentation assumes the Company will continue in
      operation throughout the next fiscal year and into the
      foreseeable future and will be able to realize its assets
      and discharge its liabilities and commitments in the
      normal course of business.  Certain conditions, discussed
      below, currently exist which raise substantial doubt upon
      the validity of this assumption.  The financial statements
      do not include any adjustments that might result from the
      outcome of this uncertainty.

      As reflected in the accompanying consolidated financial
      statements, the Company has had recurring losses from
      operations, negative cash flow from operations and at
      March 31, 2002, had a working capital deficiency of
      $2,276,426.  Also, as described in note 7, the Company is
      in default on payments under acquisition loans.  To May
      10, 2002, the creditor(s) have taken no action on this
      default.  These matters raise substantial doubt about the
      Company's ability to continue as a going concern.

                               -8-

GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
-----------------------------------------------------------------------


1. Significant accounting policies (continued):

  (a) Basis of presentation (continued):

      Management plans to take the following steps that it
      believes will be sufficient to provide the Company with
      the ability to continue as a going concern:

      (i)   Raise additional capital through the sale of its capital
            stock;

      (ii)  Raise additional funds through financing agreements;

      (iii) Acquire additional profitable operating companies
            through the issuance of shares of capital stock and cash.

      Such financing may not be available or may not be
      available on reasonable terms.  The resolution of this
      going concern issue is dependent on the realization of
      management's plans.  If management is unsuccessful in
      raising future debt or equity financings, the Company will
      be required to liquidate assets and curtail or possibly
      cease operations and creditors, including under the
      acquisition loans described in note 7, may be able to take
      action to realize on their security.

  (b) 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 the
      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.
      Significant areas requiring the use of estimates include
      the valuation of stock compensation and the determination
      of goodwill impairment.  Actual results may differ
      significantly from these estimates.

  (c) Net income (loss) per share:

      Basic income (loss) per share is computed using the
      weighted average number of shares of common stock
      outstanding during the period.  Diluted income (loss) per
      share is computed using the weighted average number of
      common and potentially dilutive common stock issuances
      outstanding during the period.

                               -9-

GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
--------------------------------------------------------------------


1. Significant accounting policies (continued):

  (d) Recent accounting pronouncements:

      In August 2001, the FASB issued FAS No. 143, "Accounting
      for Asset Retirement Obligations", which requires entities
      to record the fair value of a liability for an asset
      retirement obligation in the period in which it is
      incurred and a corresponding increase in the carrying
      amount of the related long-lived asset.  FAS No. 143 is
      effective for fiscal years beginning after June 15, 2002.

      In October 2001, the FASB issued FAS No. 144, "Accounting
      for the Impairment or Disposal of Long-Lived Assets and
      for Long-Lived Assets to be Disposed of".  FAS No. 144
      applies to the assessment of the impairment in the
      carrying value of long-lived assets, excluding goodwill
      and certain other specified items, including those to be
      disposed of by sale, including discontinued operations.
      FAS No. 144 requires that those long-lived assets be
      measured at the lower of carrying amounts and fair value
      less costs to sell.  Therefore, discontinued operations
      will no longer be measured at net realizable value or
      include amounts for operating losses that have not yet
      occurred.  The Company implemented FAS No. 144 in fiscal
      2002.  The adoption did not have a material impact on the
      Company's results of operations.

      Currently, the Company does not believe that the impact of
      the adoption of FAS No.'s 143 would be material to its
      historically reported financial results.

  (e) Comparative figures:

      Certain of the comparative figures have been reclassified
      to conform to the presentation adopted in the current
      period.

2. Inventories:

                                      December 31       March 31
                                             2001           2002
                                                     (unaudited)
    ------------------------------------------------------------

    Raw materials                      $  299,000     $  313,147
    ============================================================

   Inventories consist principally of drilling pipe and drilling
   supplies.

                              -10-

GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
-----------------------------------------------------------------


3. Property and equipment:

                                                     Accumulated      Net book
   December 31, 2001                         Cost   depreciation         value
   ---------------------------------------------------------------------------

   Drill rigs                          $3,029,952       $811,180    $2,218,772
   Automobiles and trucks                 416,695        176,120       240,575
   Equipment                              617,034        129,074       487,960
   Computer equipment and software        348,702        295,899        52,803
   Office equipment, furniture and
     fixtures                             288,993        270,495        18,498
   Office building                          1,735            549         1,186
   ---------------------------------------------------------------------------
                                       $4,703,111     $1,683,317    $3,019,794
   ===========================================================================


                                                     Accumulated      Net book
   March 31, 2002 (unaudited)                Cost   depreciation         value
   ---------------------------------------------------------------------------

   Drill rigs                          $3,069,952       $862,347    $2,207,605
   Automobiles and trucks                 416,695        186,538       230,157
   Equipment                              619,499        134,149       485,350
   Computer equipment and software        349,735        301,410        48,325
   Office equipment, furniture and
     fixtures                             288,271        271,119        17,152
   Office building                          1,735            578         1,157
   ---------------------------------------------------------------------------
                                       $4,745,887     $1,756,141    $2,989,746
   ===========================================================================

   Depreciation expense recorded in the statements of operations
   for the periods ended March 31, 2001 and 2002 was $53,498 and
   $79,494, respectively.

4. Investments:

  (a) Stothert invested $100,336 (2001 - $100,591) (CAD
      $160,000) in 160,000 non-voting preferred shares of Lakes
      Ranch Ltd. on August 30, 1996.  Lakes Ranch Ltd. is owned
      and controlled by a stockholder of the Company.

  (b) The Company exercised an option to acquire 48.4% of
      the issued and outstanding shares of Sharpshooter
      Resources, Inc. from a stockholder on January 11, 2000 in
      exchange for 3,461,538 shares of common stock of the
      Company.  This acquisition was valued at the stockholder's
      historical cost basis of $225,000.  During 2000, the
      recoverability of this investment became impaired and the
      Company sold its share and any recoverability thereon to a
      company controlled by a stockholder for forgiveness of
      $50,000 of advances received from that party.  In
      addition, the Company received the right to receive 25% of
      any net recovery from this investment.  No amounts have
      been received to March 31, 2002.

                              -11-

GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
----------------------------------------------------------------


4. Investments (continued):

  (c) In 2001, the Company paid cash of $19,367 and issued
      25,000 shares of common stock with a market value of
      $16,250 to the stockholder of Trisil Minerals, Inc.
      ("Trisil") in exchange for a 180-day option to purchase
      Trisil.  In addition, the Company incurred capital costs
      of $1,220 related to this investment.  The Company wrote
      off $36,837 of costs associated with the option upon
      expiry of the original option in 2001.

      During the first quarter of 2002, the Company signed a new
      option agreement with the stockholder of Trisil Minerals,
      Inc.  Upon issuance of 25,000 shares of common stock of
      the Company to the stockholder of Trisil, the new
      agreement gives the Company an open period in which to
      evaluate Trisil's properties and markets for its products,
      at the Company's expense.

5. Acquisitions:

   During the second quarter of 2000, the Company completed the
   acquisition of AK Drilling, Inc. and Stothert Group, Inc.
   Both acquisitions are recorded using the purchase method of
   accounting.

   On April 6, 2000, the Company acquired AK Drilling, Inc., a
   company engaged in the contract drilling for minerals and
   water.  According to the terms of this acquisition, the
   Company acquired all of the capital stock of AK Drilling,
   Inc. for a total consideration of $1,150,000 in cash plus
   1,000,000 shares of common stock of the Company valued at
   $0.64 per share (market value at the acquisition date).  At
   March 31, 2002, $628,000 of the cash portion of the purchase
   price remained unpaid (see note 7).

   On April 26, 2000, the Company acquired Stothert Group, Inc.,
   an engineering firm.  According to the terms of this
   acquisition, the Company acquired all of the capital stock of
   Stothert Group, Inc. for total consideration of $814,300 in
   cash plus 227,000 shares of common stock of the Company
   valued at $0.88 per share (market value at the acquisition
   date).  At March 31, 2002, $546,300 of the cash portion of
   the purchase price remained unpaid (see note 7).

   The operations of the acquired entities have been included in
   the statements of operations from the dates of acquisition.
   The estimated fair value of assets acquired and liabilities
   assumed is summarized as follows:

                              -12-

 GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
-------------------------------------------------------------------


5. Acquisitions (continued):

                                               AK    Stothert
                                         Drilling       Group
   ----------------------------------------------------------

   Cash (bank indebtedness)              $(80,367)   $ 36,729
   Accounts receivable                    436,710     997,265
   Inventory                              101,432           -
   Fixed assets                         2,667,132     109,660
   Other receivables                        5,511           -
   Other assets                            43,093     117,414
   Accounts payable                     (122,351)   (856,816)
   Taxes payable                         (63,125)           -
   Notes payable                      (1,230,909)     (3,322)
   Deferred revenue                             -   (373,533)
   Goodwill                                30,374     985,642
   ----------------------------------------------------------

   Total consideration                 $1,787,500  $1,013,039
   ==========================================================

   Subsequently, in 2000 the Company issued 95,707 shares of
   stock, valued at $143,712 to former shareholders of Stothert
   to settle accounts payable and accrued expenses.

   Goodwill recorded through acquisitions of AK Drilling and
   Stothert totaled $1,016,016.  The Company adopted FAS No. 142
   "Goodwill and Other Intangible Assets" on December 31, 2001.
   Goodwill will no longer be amortized commencing January 1,
   2002 with the new accounting standard and the Company is
   required to perform annual assessment of impairment of
   goodwill.  In December 2001, the Company determined that a
   write-down of goodwill arising from the Stothert Group
   acquisition was required due to continued projected future
   negative operating cash flows from these operations.  The
   carrying value of Stothert Group's goodwill at December 31,
   2001 was written down to nil, requiring a write-down of
   $657,095.  Amortization expense recorded in the statements of
   operations for the period ended March 31, 2002 totals $NIL
   (2001 - $50,860).

6. Bank indebtedness:

   The First Citizens Bank Operating Line was established in
   2000 and is for a maximum amount of $100,050.  The First
   Citizens Bank Operating Line is secured by all unsecured
   inventory, accounts receivable and equipment.  The loan bears
   interest at a fixed annual rate of 9.25%.  The balance due as
   of March 31, 2002 was $97,536 (2001 - $75,949).

                              -13-

GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
----------------------------------------------------------------------


7. Payable on acquisition of subsidiaries:

                                      December 31       March 31
                                             2001           2002
   -------------------------------------------------------------
                                                     (unaudited)

   AK Drilling, Inc.                     $628,000       $628,000
   Stothert Group, Inc.                   546,300        546,300
   -------------------------------------------------------------
                                       $1,174,300     $1,174,300
   =============================================================

   The Company is in default of making its purchase price
   payments on the acquisitions of AK Drilling, Inc. and
   Stothert Group, Inc. (note 5).  The Company intends to enter
   into negotiations with the debt holders to renegotiate the
   payment terms for the outstanding obligation under these
   acquisitions.  In the event that the Company is unable to
   renegotiate the payment terms of the individual acquisition
   agreements, the holders will be able to take action under
   their security rights on the debt instruments.  The outcomes
   of the negotiations and any future actions by the debt
   holders are not known at this time.  However, the possibility
   exists that the actions taken or outcome of the negotiations
   may result in the acquired entities being returned to the
   holders in settlement.  The remaining operations of the
   Company are summarized as follows:

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

   Balance Sheet information
   as at March 31, 2002                            (unaudited)

   Current assets                                    $ 93,254
   Other current liabilities                          616,549

   Statement of Operations information
   Three months ended March 31, 2002

   Interest income                                   $     83

   Operating expenses                                  59,367

   Expense recovery                                 (112,500)
   Other expenses                                      83,811
   ----------------------------------------------------------
   Total expense                                       30,678

   ----------------------------------------------------------
   Loss                                              $ 30,595
   ==========================================================

                              -14-

GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
----------------------------------------------------------------------


8. Long-term debt:

                                      December 31    March 31
                                             2001        2002
   ----------------------------------------------------------
                                                  (unaudited)

   FCB Consolidation (a)                 $557,461    $526,476
   Sellars Financial Inc. (b)             275,968     307,710
   Center Capital 3 (c)                   237,558     227,426
   Maricopa Equity Management Corp. (d)   100,000     100,000
   FCB Trucks (e)                          29,996      26,626
   Dateline Drilling (f)                   26,808      27,162
   Kettle Drilling (g)                      2,750       2,750
   ----------------------------------------------------------
   Total                                1,230,541   1,218,150
   Less:  current portion               (553,528)   (541,110)

   ----------------------------------------------------------
   Long-term portion                     $677,013    $677,040
   ==========================================================

   Maturities of long-term debt are as follows:


       2002                              $541,110
       2003                               366,223
       2004                               203,407
       2005                                50,579
       2006                                56,831

       ------------------------------------------
                                       $1,218,150
       ==========================================

   The Company's long-term debt agreements, as described below,
   do not contain any financial covenants.

  (a) The Company is obligated to First Citizens Bank under
      a 60-month promissory note dated September 30, 1999 in the
      principal amount of $944,030.  The First Citizens Bank
      loan consolidated several capitalized leases along with
      other notes payable so as to lower the Company's overall
      interest costs.  The note bears interest at a fixed annual
      rate of 8.25% per year with monthly payments of $19,253,
      and will be fully repaid as of August 2004.  The balance
      due as of March 31, 2002 was $526,476 (2001 - $557,461).
      The loan is secured by all inventory, accounts receivable,
      equipment and general intangibles.

  (b) On November 15, 2001, the Company issued a
      convertible note for $251,130 (CAD $400,000).  The Company
      received an additional $31,391 (CAD $50,000) on December
      5, 2001, and an additional $94,174 (CAD $150,000) on
      December 12, 2001.  Interest payable on this note accrues
      at an annual rate of thirty percent and is payable monthly
      commencing 30 days following the advance of funds under
      the note.  The note matures on November 15, 2002.

                              -15-

GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
---------------------------------------------------------------------


8. Long-term debt (continued):

  (b) (continued):

      The holder has the right to convert up to fifty percent of
      any outstanding unpaid principal and interest at any time
      the Company's shares of common stock is trading at a price
      of $1.00 or greater for a period of ten consecutive
      trading days.  The conversion price per share shall be
      eighty percent of the average closing bid prices for the
      common stock for the five trading days prior to but not
      including the Conversion Date.  On maturity date, the
      holder has the right to convert any unpaid principal
      portion of this note of $50,000 or greater, or any lesser
      amount representing the full remaining outstanding and
      unpaid principal portion, and the monthly interest, into
      the Company's common stock at the conversion price.  The
      beneficial conversion option amount related to the
      convertible instrument is $124,642 and is recorded as a
      debt discount and additional paid in capital and
      recognized over the term to maturity of the loan as
      additional interest expense.

      The holder of the convertible note will receive one
      warrant to purchase one share of common stock for each
      dollar of principal or interest converted under this note.
      The warrant shall be exercisable for a period of one year
      from the date of issue at the exercise price of eighty
      percent of the average closing bid prices for the common
      stock for the five trading days prior to but not including
      the exercise date.  The fair value of the warrants at the
      commitment date of $30,468 will be recognized upon
      conversion.

  (c) The Center Capital loan bears interest of 9.0% per
      year, and is payable in monthly installments totaling
      $61,680 per year.  The balance due as of March 31, 2002
      was $227,426 (2001 - $237,558), and will be fully repaid
      as of September 2006.  This loan is secured by liens on
      certain drill rigs and other equipment.

  (d) On June 22, 2001, the Company issued a $100,000 convertible
      debenture together with a premium of $25,000.  The premium was
      paid on August 23, 2001 as per the original terms of the
      convertible debenture agreement.  On August 23, 2001 the parties
      agreed to an extension of the terms of the convertible debenture
      whereby the Company would pay an additional $15,000 to keep the
      funds available for a further thirty days until September 22,
      2001, with an option to pay yet another $15,000 for another
      thirty days (until October 22, 2001).  Payments of $15,000 and
      $27,000 were made in September, 2001, and November, 2001,
      respectively.  The Company has not made any additional payments
      to the lender and is in the process of renegotiating the terms
      and conditions with the lenders.  At any time the holder may opt
      to convert the debenture to common stock at a conversion price
      which is the lesser of (a) 110% of the closing bid price for
      Company's common stock on the trading day immediately preceding
      its issuance date, or (b) 80% of the lowest closing bid price for
      Company's common stock during the five trading days prior to and
      including the conversion date.  The conversion price is subject
      to certain adjustments should the Company grant stock options,
      declare a stock split, issue additional shares of capital stock
      or issue convertible debt. The beneficial conversion feature
      valued at $25,000 has been recorded.

                              -16-

GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
--------------------------------------------------------------------------


8. Long-term debt (continued):

  (d) (continued)

      as additional paid in capital and is recognized as
      additional interest expense during 2001 over the term of
      the debenture using the interest method.  Any remaining
      principal balance is to be automatically converted into
      common stock of the Company on June 22, 2003.

  (e) The Company is obligated to First Citizens Bank under
      a 60-month promissory note dated January 4, 1999 in the
      principal amount of $65,165.  The note bears interest at a
      fixed rate of 7.75% per year with monthly payments of
      $1,314.  The balance due as of March 31, 2002 was $26,626
      (2001 - $29,996).  The loan is secured by liens on certain
      trucks.

  (f) The Company is obligated to Dateline Drilling, Inc.
      under a demand note in the principal amount of $25,000
      plus accrued annual interest at prime plus 1%.  The note
      matured on January 26, 2002, and the Company is in the
      process of renegotiating the terms and conditions with the
      lender.

  (g) The Company is obligated to Kettle Drilling under a
      12-month promissory note dated December 2000, in the
      principal amount of $33,000.  Payments of $2,750 per month
      commenced in January 2001, and no interest has been paid
      or accrued as of December 2000, in accordance with the
      terms of the promissory note.  The note is non-interest
      bearing unless payments are late, in which case interest
      due on the late payment amounts at 18% per year. The
      balance due as of March 31, 2002 was $2,750 (2001 -
      $2,750).  This note is guaranteed by a stockholder of the
      Company.

9. Obligations under capital leases:

   The Company is obligated to Dateline Drilling, Inc. under a
   24-month lease arrangement dated May 20, 2000 to make monthly
   payments of $16,651 with a final payment of $38,000.00 at the
   end of the 24-month lease.  The balance as of March 31, 2002
   was $199,118 (2001 - $184,956).  The implicit interest rate
   is 10.47%.

   The Company is obligated to Wells Fargo Equipment Finance,
   Inc. under a 48-month lease arrangement dated September 24,
   2001 to make monthly payments of $1,779 with a final payment
   of $8,156 at the end of the 48-month lease.  The balance due
   as of March 31, 2002 was $55,258 (2001 - $77,510).  The
   implicit interest rate is 6.36%.

                              -17-

GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
-------------------------------------------------------------------


9. Obligations under capital leases (continued):
   At March 31, 2002 and December 31, 2001, the gross amount of
   property and equipment and related accumulated amortization
   recorded under capital leases and included in capital assets
   were as follows:

                                      December 31    March 31
                                             2001        2002
   ----------------------------------------------------------
                                                  (unaudited)

   Drill rigs                            $395,000    $395,000
   Automobile and trucks                   81,562      81,562
   ----------------------------------------------------------
                                          476,562     476,562
   Less accumulated amortization         (45,248)    (53,870)
   ----------------------------------------------------------

                                         $431,314    $422,692
   ==========================================================

   At December 31, 2001, capital lease repayments are due as
   follows:


       2002                              $209,220
       2003                                21,355
       2004                                21,355
       2005                                24,172
       ------------------------------------------
       Total minimum lease payments       276,102
       Less amount representing interest
        (at rates ranging from 6.36%
          to 10.47%)                     (13,636)
       ------------------------------------------
       Present value of capital lease
         obligations                      262,466
       Less:  current portion             201,869

       ------------------------------------------
       Obligation under capital leases,
        excluding current portion        $ 60,597
       ==========================================

   Interest of $3,074 (2001 - $6,678) relating to capital lease
   obligations has been included in interest expense for the
   three months ended March 31, 2002.

10. Advances from affiliated parties:

   Advances from affiliated parties are non-interest bearing,
   unsecured and due on demand. Advances of $380,415 (December
   31, 2001 - $239,642) are owed to a stockholder of the
   Company.  Advances of $100,647 (December 31, 2001 - $106,897)
   are owed to a company controlled by a stockholder of the
   Company.  In 2001, the Company issued 4,599,751 shares of
   common stock to a company controlled by a stockholder as
   settlement of $1,379,925 in advances from affiliated parties.

                              -18-

GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
--------------------------------------------------------------------

11. AK International, S.A. operations:

   In 2000 and 2001, AK International, S.A. conducted contracted
   drilling activities in Peru, S.A.  Drilling ceased in 2001
   when the Company's drilling contract was cancelled.  The
   Company removed its major assets and contract personnel from
   Peru, S.A. during fiscal 2001. The revenue from these
   operations during the first three months ending March 31,
   2002 was $NIL (2001 - $77,693) with net income of $NIL (2001
   - net loss of $37,240).  The remaining assets in Peru
   including inventory and property and equipment were not
   recoverable.  The Company recognized a write-down of property
   and equipment of $58,401 and a write-down of inventory in
   cost of sales of $35,405 during the last quarter of 2001.

12. Income taxes:

   Income tax expense differs from the expected expense if
   United States Federal rates were applied to earnings before
   tax.  The principal features causing these differences are
   shown below.

   Three months ended March 31 (unaudited)          2001            2002
   -----------------------------------------------------------------------

   Income (loss) before taxes:
     United States                              $(1,896,654)    $(170,631)
     Foreign                                       (109,791)     (112,900)
   -----------------------------------------------------------------------
   Total income (loss) before taxes              (2,006,445)     (283,531)
   =======================================================================

    The difference between income taxes expected at the US
    federal statutory income tax rate of 34% and income taxes
    provided are set forth below:

     Tax on income at US federal statutory rate    (682,190)      (96,400)
     Non-deductible amortization of goodwill         17,292             -
     Tax effect of not recognizing the future tax
         benefit of current period loss             664,898        96,400

   -----------------------------------------------------------------------
   Total tax provision                             $      -      $      -
   =======================================================================


   The Company has net operating losses aggregating
   approximately $3,454,000.  $38,000 expire in 2019, $658,000
   expire in 2020 and $2,758,000 expire in 2021.  Certain of
   these tax losses are subject to the IRS restrictions on
   acquisitions of control and may not be immediately
   deductible.  Significant components of the Company's deferred
   tax assets and liabilities are as follows:

                                                December 31,      March 31,
                                                        2001           2002
   ------------------------------------------------------------------------
                                                                (unaudited)
   Deferred tax asset (at effective
    income tax rate of 34%):
      Loss carryforwards                          $1,174,300    $1,270,700
      Less valuation allowance                    (1,174,300)   (1,270,700)
   ------------------------------------------------------------------------
   Net deferred tax assets                          $      -    $        -
   ========================================================================

                              -19-

GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
---------------------------------------------------------------------------


12. Income taxes (continued):

   Management believes it is not likely that it will create
   sufficient taxable income to realize its deferred tax asset.
   As a result, the Company has provided a valuation allowance
   on the deferred tax asset.  Due to its losses, the Company
   has no income tax expense.

13. Capital stock:

   Under the Stock Plan maintained by the Company, the Company
   can grant incentive stock options and non-qualified stock
   options to officers, key employees, consultants and directors
   of the Company at a price not less than $0.25 per share.

   The maximum number of shares which may be issued under the
   plan is 2,000,000.

   On January 14, 2000, the Company granted options to purchase
   2,000,000 shares of common stock.  500,000 shares are
   exercisable at $0.25 per share and 1,500,000 shares are
   exercisable at $0.50 per share.  The options vested
   immediately and expire in three years.

   Pursuant to APB 25, the Company has recorded employee
   compensation expense of $NIL during the three months ended
   March 31, 2002 (2001 - $16,250).

   A summary of stock option transactions is as follows:

                                                          2002
   -----------------------------------------------------------

   Outstanding, January 1, 2002                      2,000,000

   -----------------------------------------------------------
   Outstanding, March 31, 2002                       2,000,000
   ===========================================================

   Exercisable, March 31, 2002                       2,000,000
   ===========================================================

   Weighted average remaining life of options
     outstanding                                     0.75 year
   ===========================================================

                              -20-

GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
---------------------------------------------------------------


14. Income per share:

   Diluted loss per share has not been disclosed as the net
   effect of common shares issuable upon the exercise of options
   and upon conversion of convertible debentures would be anti-
   dilutive.  Common shares held in escrow of 5,000,000 for
   future debt conversion, if any, at March 31, 2002 have been
   excluded from the calculation of weighted average number of
   shares of common stock.

15. Financial instruments:

  (a) Fair value:

      The carrying value of cash and cash equivalents, accounts
      receivable, bank indebtedness, accounts payable and
      accrued liabilities approximates their fair value due to
      the short-term nature of the items.  The estimated fair
      value of long-term debt and obligations under capital
      leases approximates their carrying value as they bear
      interest at rates approximating current market rates.

      The estimated fair value of advances from affiliated
      parties is not practical to determine due to their related
      party nature and the absence of a secondary market for
      such instruments.  The estimated fair value of the
      Company's investment in Lakes Ranch Ltd. is not readily
      determinable due to the absence of a secondary market for
      such an instrument.

      In evaluating the fair value information, considerable
      judgment is required to interpret the market data used to
      develop the estimates.  The use of different market
      assumptions and/or different valuation techniques may have
      a material affect on the estimated fair value amounts for
      financial instruments.  Accordingly, the estimates of fair
      value presented herein may not be indicative of the
      amounts that could be realized in a current market
      exchange.

  (b) Foreign currency risk:

      The Company, through its subsidiaries, operates
      internationally which gives rise to a risk that earnings
      and cash flows may be negatively impacted by fluctuations
      in foreign exchange rates.  To the date of these financial
      statements, the Company has not entered into foreign
      currency hedging or other derivative arrangements.

                              -21-

GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
--------------------------------------------------------------------


15. Financial instrument (continued):

  (c) Concentrations of credit risk:

      Financial instruments that potentially subject the Company
      to significant concentrations of credit risk consist
      primarily of cash equivalents and trade accounts
      receivable.  To reduce credit risk, cash equivalents are
      only held at major financial institutions and management
      performs ongoing credit evaluations of its customers'
      financial condition.  The Company maintains reserves for
      potential credit losses.

16. Commitments and contingencies:

  (a) Operational leases:

      AK Drilling rents on-site office and living quarters on a
      per-job basis.  The terms of the leases range from a month-
      to-month to a maximum of a six month lease.

      Stothert leases premises under an operating lease which
      expires in 2005.  The aggregate minimum annual rental
      payments over the next five years are $170,455 (CAD
      $271,500) per year.

      Stothert leases office equipment and the payment schedule
      is as follows:

       ------------------------------------------
       2002                              $  7,963
       2003                                 7,963
       2004                                 6,434
       2005                                 4,814
       2006                                 1,216
       ------------------------------------------

      Rent expenses included in the statements of operations for
      the three months ended March 31, 2002 and 2001 was $42,763
      (CAD $68,160) and $46,639 (CAD $71,255), respectively.

  (b) Letters of credit:

      Stothert has issued standby letters of credit totaling
      $133,160 (CAD $211,800) relating to contracts in progress.
      These standby letters of credit will expire on December
      31, 2002.

                              -22-


GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
-------------------------------------------------------------------


17. Geographic areas and industry segments:

   The Company defines an operating segment as a component that
   engages in business activities whose operating results are
   reviewed by the chief operating decision maker and for which
   discrete financial information is available.  The Company's
   chief operating decision maker has been identified as the
   Chairman, who reviews operating results for the entity as a
   whole in making decisions about allocating resources and
   assessing performance for the Company.

   The Company currently operates in two principal segments,
   engineering services and drilling services.

   The Company's foreign operations are conducted by Global,
   Stothert ("Engineering") and AK International ("Drilling").


   For the three months ended March 31,(unaudited)       2001        2002
   ----------------------------------------------------------------------
   Interest expense:
     Drilling                                     $    23,767   $  18,410
     Engineering                                            -           -
     Global                                                 -      72,652

   ----------------------------------------------------------------------
                                                  $    23,767   $  91,062
   ======================================================================

   Depreciation and amortization:
     Drilling                                     $    53,498   $  71,965
     Engineering                                        7,854       7,529
     Global                                            50,860           -

   -----------------------------------------------------------------------
                                                  $   104,358   $  79,494
   =======================================================================

   Segment profit (loss):
     Drilling                                     $   (89,998)  $(140,036)
     Engineering                                      (72,551)   (112,900)
     Global                                        (1,843,896)    (30,595)

   -----------------------------------------------------------------------
                                                  $(2,006,445)  $(283,531)
   =======================================================================

   Segment property and equipment additions:
     Drilling                                     $         -   $  46,149
     Engineering                                       (1,177)      3,042

   -----------------------------------------------------------------------
                                                  $    (1,177)  $  49,191
   =======================================================================

                              -23-

GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
--------------------------------------------------------------------------


17. Geographic areas and industry segments (continued):


                                                         As at       As at
                                                  December 31,    March 31,
                                                          2001        2002
   ------------------------------------------------------------------------
                                                                (unaudited)
   Segment assets:
     Drilling                                       $3,485,501  $3,480,268
     Engineering                                       683,589     506,311
     Global                                            201,095     112,997

   -----------------------------------------------------------------------
                                                    $4,370,185  $4,099,576
   =======================================================================

   Sales to the Company's major customers representing more than
   10% of the total revenues included:

   For the three months ended March 31, (unaudited)       2001        2002
   -----------------------------------------------------------------------

   Customer A                                         $337,696    $ 88,354
   Customer B                                          211,313           -
   Customer C                                                -     114,027
   Customer D                                                -     106,145
   =======================================================================

   The following geographic area data for trade revenues is
   based on product or service delivery location and property,
   plant, and equipment is based on physical location.

   For the three months ended March 31, (unaudited)       2001        2002
   -----------------------------------------------------------------------

   Revenues from external customers:
      United States                                   $606,940    $214,113
      Canada                                           607,691     407,102
      Peru                                              77,693           -
   -----------------------------------------------------------------------
                                                    $1,292,324    $621,215
   =======================================================================


                                                         As at       As at
                                                  December 31,   March 31,
                                                          2001        2002
   -----------------------------------------------------------------------
                                                               (unaudited)
   Segment assets:
      United States                                 $3,485,501  $3,480,268
      Canada                                           884,684     619,308

   -----------------------------------------------------------------------
                                                    $4,370,185  $4,099,576
   =======================================================================

                              -24-

GLOBAL INDUSTRIAL SERVICES INC.
Notes to Consolidated Financial Statements
(Unaudited)
(Expressed in U.S. Dollars)

March 31, 2002 and 2001
--------------------------------------------------------------------------


18. Supplemental information:

                                           For the      For the
                                             three        three
                                            months       months
                                             ended        ended
                                         March 31,    March 31,
                                              2001         2002
  -------------------------------------------------------------
                                       (unaudited)  (unaudited)

  (a) Cash flow information:
       Changes in operating assets
        and liabilities:
         Accounts receivable            $(52,065)     $ 40,572
         Prepaid expenses                (47,209)      (37,928)
         Inventories                    (269,806)      (14,147)
         Accounts payable                 124,625      (43,926)
         Accrued liabilities                    -      (19,891)
         Deferred revenue                 200,431      (57,929)

  -------------------------------------------------------------
                                         $(44,024)   $(133,249)
  =============================================================

  (b) Supplementary cash flow disclosure:
       Cash paid for:
          Interest                       $ 23,767    $ 113,410
          Income taxes                          -            -

       Non-cash transactions:

          Shares issued as settlement
            of payables                 1,479,925            -
          Shares issued for options
            to purchase                    16,250            -

  =============================================================



                                            As at         As at
                                     December 31,     March 31,
                                             2001          2002
  -------------------------------------------------------------
                                                    (unaudited)
  (c) Allowance for doubtful accounts:
       Opening balance                   $123,213      $140,306
       Bad debt expense                    18,547         1,882
       Write-offs and settlements         (1,454)             -

  -------------------------------------------------------------
       Closing balance                   $140,306      $142,188
  =============================================================


                              -25-


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF
          OPERATIONS

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

These statements plan for or anticipate the future. Forward-
looking statements include statements about our future business
plans and strategies, statements about our need for working
capital, future revenues, results of operations and most other
statements that are not historical in nature. In this Report,
forward-looking statements are generally identified by the words
"intend", "plan", "believe", "expect", "estimate", "could",
"may", "will", and the like. Investors are cautioned not to put
undue reliance on forward-looking statements. Except as otherwise
required by applicable securities statutes or regulations, the
Company disclaims any intent or obligation to update publicly
these forward-looking statements, whether as a result of new
information, future events or otherwise. Because forward-looking
statements involve future risks and uncertainties, these are
factors that could cause actual results to differ materially from
those expressed or implied.

MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS

The following discussion should be read in conjunction with the
consolidated financial statements of the Company and related
notes included elsewhere in this Report for the period ended
March 31, 2002. All statements contained herein (other than
historical facts) including, but not limited to, statements
regarding the Company's future development plans, the Company's
ability to generate cash from its operations, and any losses
related thereto, are based upon current expectations. These
statements are forward looking in nature and involve a number of
risks and uncertainties. Actual results may differ materially
from the anticipated results, or other expectations, expressed in
the Company's forward looking statements. Generally, the words
"anticipate,"  "believe,"  "estimate,"  "expects," and similar
expressions as they relate to the Company and/or its management,
are intended to identify forward-looking statements. Among the
factors that could cause actual results to differ materially
could be the inability of the Company to obtain additional
financing to meet its capital requirements, needs and general
business and economic conditions as well as technological
developments.

The accompanying consolidated financial statements include the
accounts of Global Industrial Services Inc. and its wholly-owned
subsidiaries. Those subsidiaries are Stothert Group, Inc.
("Stothert"), Stothert's subsidiaries, AK Drilling, Inc. ("AK
Drilling"), and AK Drilling's subsidiary.

OVERVIEW

The Company has a limited history of operations and no history of
profitability. It was incorporated as Charger Ventures Inc. on
July 24, 1998 and changed its name to Global Industrial Services
Inc. on March 30, 2000. The Company was organized to engage in
any lawful corporate business, including but not limited to the
business of combining and integrating specialized product/service
providers of the industrial services industry sector. Prior to
December 31, 1999, the Company had no operating history other
than organizational matters. In the second quarter of 2000, the
Company acquired two operating entities and is no longer in the
development stage.

                              -26-

The auditors' report on the December 31, 2001 consolidated
financial statements includes an additional explanatory paragraph
that states that the Company has suffered recurring losses and
negative cash flows from operations and has a working capital
deficiency and is in default on certain debt payments that raise
substantial doubt about our ability to continue as a going
concern.  The consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.

On April 6, 2000 the Company acquired AK Drilling, Inc. from its
sole shareholder who remains as the operator of AK Drilling. The
acquisition price was $1,150,000 in cash and 1 million common
shares of the Company. AK Drilling operates primarily in the
mineral exploration and water drilling industry. The Company is
in default of making its purchase price payments on the
acquisition of AK Drilling, Inc.  At March 31, 2002, the Company
owed the shareholder of AK $628,000 (December 31, 2001 -
$628,000) of the cash portion of the purchase. AK Drilling's
offices are located in Ramsay, Montana and it has projects
throughout the United States and in Peru.  Peru's operations are
being conducted by AK Drilling's subsidiary, AK International, S.A.

On April 26, 2000 the Company acquired Stothert from its
shareholders in consideration for $814,300 in cash and 227,000
common shares of the Company. The Company is in default of making
its purchase price payments on the acquisition of Stothert Group
Inc.  At March 31, 2002, the Company owed the Stothert
shareholders $546,300 (December 31, 2001 - $546,300) of the cash
portion of the purchase price. Stothert is a Vancouver based
company providing engineering, construction and project
management services for the power, pulp and paper, industrial
minerals, forestry and environmental industries.  It was
established in 1966 and employs professional engineers, managers
and operations specialists.  Stothert provides a full range of
services including feasibility studies, detailed engineering,
project management services, turnkey supply and construction,
operations and training services, technical audits and due
diligence.  It has carried out industrial projects in over 60
countries.

During the first three months of fiscal 2002, the Company was
financed through advances from related parties of approximately
$134,523 (2001 - $NIL).

During the first three months of fiscal 2001, the Company issued
shares for payments to contractors and employees as well as
settling for debts owed for $2,043,750.  206,667 common shares
were sold to raise $75,000 in cash in the first quarter of 2001.

RESULTS OF OPERATIONS

The Company was not operating prior to December 31, 1999 and had
only incurred minimal start-up expenses as of that date. The
acquisitions of Stothert and AK Drilling were completed during
the second quarter in 2000. The two acquired companies results
are reflected in the consolidated financial statements from the
dates of acquisition.

                              -27-

Total revenues during the quarter ending March 31, 2002 were
$621,215 (2001 - $1,292,324) made up of $214,113 (2001 -
$684,633) from drilling services and $407,102 (2001 - $607,691)
from engineering services.  The drilling services revenue was
down significantly due to serious bad weather in the first
quarter of 2002 and the downturn of the North American market.
In addition, three drilling rigs were scheduled for annual
maintenance during the period, comparing to only one in the same
period last year.  With the rigs all repaired and maintained, the
Company is anticipating a good year and the drilling services
revenue will increase.  The engineering services revenue went
down as well due to the low billable percentage of staff time as
the division reduced the payroll cost by introducing a four-day
week commencing in March.

During the quarter ending March 31, 2002, cost of sales of
$574,615 (2001 - $829,535) were made up of $265,797 (2001 -
$513,412) expenses in the drilling services and $308,818 (2001 -
$316,123) in the engineering services.  Compared to the last
period's, there had been a 31% decrease in its cost of sales.
Gross profits for the first three months in 2002 for the drilling
and engineering operations were -24% and 24% respectively (2001 -
25% and 48% respectively).  The drilling services gross profit
decreased substantially due to the bad economic times in the
North American market and the additional repair and maintenance
costs incurred.  The engineering service, though cutting back its
payroll costs and some variable expenses, could not adjust other
less flexible variable expenses to accommodate the decrease in
billable hours; as a result, the division incurred lower gross
margin than the previous period.

During the three months ending March 31, 2002, general and
administrative costs amounted to $365,886 compared to last year's
$2,406,986, a 85% decrease.  The significant decrease is mainly
because in the first quarter of 2002, there were no shares issued
for compensation to the contractors, to the employees and to
settle any debt payments while during the same period in 2001,
shares at fair market value of $2,043,750 were issued for such
purposes.

Of the $365,886 in the general and administrative costs this
quarter, $127,006 was related to salaries and benefits and
another $16,206 to consulting fees.  The Company incurred
interest expense of $91,062 and received interest income of
$2,325 in the quarter (2001 - $23,767 and $14,997 respectively).

The Company recorded a loss of $283,531 during the quarter (2001
- a net loss of $2,006,445). Drilling services resulted in a
$140,036 loss in the first quarter (2001 - $89,998 loss) and the
engineering services operation resulted in a $112,900 loss (2001
- $72,551 loss). The parent company recorded a loss of $30,595
during the quarter (2001 - $1,843,896 loss).

The loss in the first three months in 2002 is substantially less
than the same period in 2001 because in 2001, the Company
incurred over $2 million stock-based compensation expenses to pay
various contractors, employees and directors while there was no
such arrangement in 2002.

The results of the engineering and drilling operations are
expected to improve in 2002 as the Company has been negotiating
additional drilling and engineering projects and contracts in the
second quarter of 2002. The corporate entity will continue to be
a cost center as it undertakes to improve the debt and equity
structure of the Company and review additional acquisition
opportunities.

                              -28-

LIQUIDITY AND CAPITAL RESOURCES

The working capital position of the Company at March 31, 2002 was
a deficit of $2,276,426.  This amount includes unpaid balances
relating to the purchase of Stothert and AK Drilling of
$1,174,300 which are in the process of being re-structured. It is
expected that these unpaid balances will be repaid from operating
cash flows or from equity financings.  However, there can be no
assurance that there will be additional equity.

As at March 31, 2002, $1,064,816 of the $1,472,526 long-term debt
and obligations under capital leases relates specifically to AK
Drilling. These loans are generally for and secured by equipment
purchases for items such as drill rigs and haul trucks and carry
interest rates which range from 7.5% to 10%. The related party
loan is from a company related to the president of the Company
and it is non-interest bearing, unsecured and payable on demand.
The debt owing to the shareholders of AK Drilling and Stothert is
due and the Company is in discussions with the shareholders to
arrange a form of repayment for these amounts which it expects to
complete in 2002.  The debt owing to the shareholders of AK
Drilling and Stothert are non-secured and the debt owing to
former shareholder of AK Drilling bears an interest rate of 8%
per annum.

At December 31, 2001 the Company had working capital of $257,662,
before the current portion $553,528 of the long-term debt, the
current portion $201,869 of the obligations under capital leases,
the loan from a related party of $346,539, and the debt owing to
the shareholders of AK Drilling and Stothert which totaled
$1,174,300. Including these items in working capital, there was a
working capital deficiency of $2,018,574 at the end of the year.

The long term debt interest is borne by AK Drilling, the related
party debt carries no interest, and the debt owing on the
acquisitions are being reorganized. Financing will have to be
raised from other sources to repay the debt to the related party
and the debt owing on the acquisitions. The sources that the
Company is currently working on are Company cash flows and equity
offerings. Although there are no assurances that either of these
will be adequate to eliminate the Company's working capital
deficiency, the Company believes that such financings can be
achieved.

The most significant assets of the Company are the drilling
equipment operated by AK Drilling with a net book value of
$2,924,704 (December 31, 2001 - $2,948,955), and the accounts
receivable of $424,528 (December 31, 2001 - $466,982) of which
Stothert accounts for $274,960 (December 31, 2001 - $317,638) and
AK Drilling accounts for $146,257 (December 31, 2001 - $131,767),
and other amounts account for $3,311 (December 31, 2001 -
$17,577).

                              -29-

Goodwill of $1,016,016 was recorded on the two acquisitions
completed during 2000. The Company adopted FAS No. 142 "Goodwill
and Other Intangible Assets" on December 31, 2001.  Goodwill will
no longer be amortized commencing January 1, 2002 with the new
accounting standard and the Company is required to perform annual
assessment of impairment of goodwill.  In December 2001, the
Company determined that a write-down of goodwill arising from the
Stothert Group acquisition was required due to continued
projected future negative operating cash flows from these
operations.  The carrying value of Stothert Group's goodwill at
December 31, 2001 was written down to nil, requiring a write-down
of $657,095.  Amortization expense recorded in the statements of
operations for the period ended March 31, 2002 totals $NIL (2001
- $50,860).

During 2001, equity financing raised a total of $130,000 from the
sale of 756,667 common shares at prices of $0.10 and $0.3629 per
share. The Company also issued a convertible note for $376,695
and a convertible debenture for $100,000.

OUTLOOK

The Company believes its cash on hand and cash from operations
will be sufficient to maintain its present level of development
efforts over the next three months. However, the Company's
projections of future cash needs and cash flows may differ from
actual results. The Company plans to complete a private placement
of equity securities to fund possible future acquisitions and
working capital. The sale of additional equity securities or
convertible debt could result in additional dilution to the
stockholders. The Company can give no assurance that it will be
able to generate adequate funds from operations, that funds will
be available to the Company from debt or equity financings, or
that if available, the Company will be able to obtain such funds
on favorable terms and conditions. The Company currently has no
definitive arrangements with respect to additional financing.

Upon successful refinancing of the Company, the growth strategy
will continue with acquisitions in the industrial services
industry. The Company plans to continue acquiring small to mid-
size companies in the drilling and engineering fields through a
combination of cash and stock.  Cash acquisition payments will be
spread over 12 to 24 months and paid out of cash flow.  The
desired ratio would be 35% cash and 65% stock.  The Company
believes that significant cost savings will occur through the
merger of similar companies through decreased overheads and a
more effective utilization of personnel and assets.

The Company plans to continue its growth in its drilling and
engineering operations, thus, acquiring more related capital
assets.  The Company is planning to raise up to $5 million in the
next twelve months to achieve the following objectives:

  *  Pay $628,000 of the cash portion outstanding at March 31,
     2002 for the acquisition of AK Drilling;

  *  Pay $546,300 of the cash portion outstanding at March 31,
     2002 for the acquisition of Stothert Group;

  *  Finalize the terms of the joint venture between AK Drilling
     and Dateline Drilling;

  *  Acquire four additional methane gas drilling units and
     support equipment; and

  *  Acquire an Idaho-based drilling company with 17 drills in
     the U.S. mainland, Pacific Rim, Peru and Bolivia, increasing the
     Company's total number of drill rigs to 40.

If management is unsuccessful in obtaining financing or in
achieving profitable operations, the Company will be required to
cease operations.  The outcome of these matters cannot be
predicted at this time.

                              -30-


                   PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.

ITEM 2.   CHANGES IN SECURITIES

None

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None

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

No matters were submitted to a vote of the Company's stockholders
during the First quarter of 2002.

ITEM 5.   OTHER INFORMATION

None


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

(a)  Exhibits.

   Number      Description

     2.1       Agreement and Plan of Reorganization between the
               Registrant and Passant Acquisition Corp. dated
               August 16, 2001 (incorporated by reference to
               Exhibit 10.1 to the Registrant's Current Report
               on 8-K filed with the Securities and Exchange
               Commission on August 21, 2000).

     3.1       Articles of Incorporation (incorporated by
               reference to Exhibit 3.1 to the Registrant's Form
               10-KSB filed with the Securities and Exchange
               Commission on April 17, 2001).

     3.2       Articles of Amendment to Articles of
               Incorporation (incorporated by reference to
               Exhibit 3.2 to the Registrant's Form 10-KSB filed
               with the Securities and Exchange Commission on
               April 17, 2001).

                              -31-


     3.3       By-laws of the Registrant (incorporated by
               reference to Exhibit 3.3 to the Registrant's Form
               10-KSB filed with the Securities and Exchange
               Commission on April 17, 2001).

     4.1       Form of Common Stock Certificate (incorporated by
               reference to Exhibit 4.1 to the Registrant's
               Registration Statement on Form SB-2 filed with
               the Securities and Exchange Commission on January
               11, 2002).

     10.1      Stock Option Plan (incorporated by reference to
               Exhibit 10.1 to the Registrant's Registration
               Statement on Form SB-2 filed with the Securities
               and Exchange Commission on January 11, 2002).

     10.2      Convertible Note issued to Sellars Financial Inc.
               (incorporated by reference to Exhibit 10.2 to the
               Registrant's Registration Statement on Form SB-2
               filed with the Securities and Exchange Commission
               on January 11, 2002).

     10.3      Option to Purchase Property Agreement Carl D.
               Huston and the Registrant (incorporated by
               reference to Exhibit 10.3 to the Registrant's
               Registration Statement on Form SB-2 filed with
               the Securities and Exchange Commission on January
               11, 2002).

     10.4      Share Purchase Agreement between AK Drilling,
               Inc. and the Registrant (incorporated by
               reference to Exhibit 10.4 to the Registrant's
               Registration Statement on Form SB-2 filed with
               the Securities and Exchange Commission on January
               11, 2002).

     10.5      Share Purchase Agreement between the Shareholders
               of Stothert Group, Inc. and the Registrant
               (incorporated by reference to Exhibit 10.5 to the
               Registrant's Registration Statement on Form SB-2
               filed with the Securities and Exchange Commission
               on January 11, 2002).

     10.6      Agreement and Licence granting Stothert the right
               to use the Skewed Gas Flow Technology
               (incorporated by reference to Exhibit 10.6 to the
               Registrant's Registration Statement on Form SB-2
               filed with the Securities and Exchange Commission
               on January 11, 2002).

     10.7      Management Agreement with St. George Capital
               Corp. (incorporated by reference to Exhibit 10.7
               to the Registrant's Registration Statement on
               Form SB-2 filed with the Securities and Exchange
               Commission on January 11, 2002).

     16.1      Letter on change in certifying accountant
               (incorporated by reference to Exhibit 16 to the
               Registrant's Current Report on Form 8-K filed
               with Securities and Exchange Commission on March
               8, 2002).

     21.1      Subsidiaries of the Registrant (incorporated by
               reference to Exhibit 21.1 to the Registrant's
               Registration Statement on Form SB-2 filed with
               the Securities and Exchange Commission on January
               11, 2002).

                              -32-

(b)  Reports on Form 8-K

      March 8, 2002  On February 21, 2002, the
                     Registrant engaged the accounting firm of
                     KPMG LLP to serve as the Registrant's new
                     principal independent accountants to
                     replace Merdinger, Fruchter, Rosen & Corso,
                     P.C. as the Registrant's principal
                     auditors.


                           SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                           GLOBAL INDUSTRIAL SERVICES, INC.

                           By: /s/ Terry Kirby
                              President/Secretary/Treasurer

                           Date: May 17, 2002


                              -33-