UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                    For the Quarter Ended September 30, 1999
                                       OR

[    ]      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: 0-27256

                           ONLINE GAMING SYSTEMS, LTD.
        (Exact name of small business issuer as specified in its charter)

            DELAWARE                                  65-0512785
(State or other jurisdiction of        (I.R.S. Employer Identification number)
incorporation or organization)

        200 East Palmetto Park Road, Suite 200, Boca Raton, Florida 33432
                    (Address of principal executive offices)

Registrant's telephone no., including area code:   (561) 393-6685

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Securities  Exchange  Act of 1934 during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

YES         [ X  ]      NO   [    ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                 Class                      Outstanding as of November 13, 1999
-------------------------------------      ------------------------------------
      Common Stock, $.001 par value                    13,874,909


<PAGE>
                                TABLE OF CONTENTS


Heading                                                                     Page


                         PART 1. - FINANCIAL INFORMATION

Item 1.   Financial Statements ...............................................2

          Consolidated Balance Sheet - September 30, 1999 (Unaudited) ......3-4

          Consolidated Statement of  Income and Comprehensive
          Income (Unaudited) .................................................5

          Consolidated Statement of Cash Flows - Nine Months ended
          September 30, 1999 (Unaudited)   .................................6-7


          Notes to Consolidated Financial Statements (Unaudited) ...........8-11

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations .......................................12-13


                          PART II. - OTHER INFORMATION

Item 1.   Legal Proceedings...................................................14

Item 2.   Changes In Securities...............................................14

Item 3.   Defaults Upon Senior Securities.....................................14

Item 4.   Submission of Matters to a Vote of Securities Holders ..............14

Item 5.   Other Information ..................................................14

Item 6.   Exhibits and Reports on Form 8-K....................................14

          Signatures .........................................................15

<PAGE>
                                     PART 1


Item 1.   Financial Statements

          The  following  unaudited  financial  Statements  for the period ended
          September 30, 1999, have been prepared by Online Gaming Systems,  Ltd.
          (the "Company") and Subsidiaries.



                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

                              Financial Statements

                               September 30, 1999













                                       2
<PAGE>
                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                            AS OF SEPTEMBER 30, 1999


Assets:
Current Assets:
   Investments                                                 $   1,063,237
   Notes Receivable                                                   31,000
   Notes Receivable - Officer                                         43,435
   Deferred Tax Asset                                                123,691
   Prepaid Expenses                                                   23,965
   Due from Related Parties                                          169,068
   Other Current Assets                                                9,469
                                                               -------------

   Total Current Assets                                            1,463,865

Property and Equipment - Net                                         360,759
                                                               -------------

Equipment under Capitalized Lease - Net                              134,739
                                                               -------------

Software [Net of Accumulated Amortization of $ 1,137,469]          1,295,376
                                                               -------------

Intangibles [Net of Accumulated Amortization of $22,500]             427,500
                                                               -------------

Other Assets
   Other Assets                                                      119,486
   Notes Receivable                                                2,400,000
   Investment                                                        297,490
                                                               -------------

   Total Other Assets                                              2,816,976
                                                               -------------
   Total Assets                                                $   6,499,215
                                                               =============


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


                                        3

<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                            AS OF SEPTEMBER 30, 1999



Liabilities and Stockholders' Equity:
Current Liabilities:
    Cash Overdraft                                                $      42,609
   Accounts Payable and Accrued Expenses                              1,020,496
   Current Portion of Capital Lease Obligations                          55,042
   Current Portion of Long Term Debt                                    155,226
                                                                  -------------

   Total Current Liabilities                                          1,273,373

   Capital Lease Obligations                                             94,456
                                                                  -------------
   Total Liabilities                                                  1,367,829
                                                                  -------------
Stockholders' Equity:
   Convertible Preferred Stock - Par Value $.001 Per Share;
      Authorized 10,000,000 Shares, Issued and Outstanding,
      5,700 shares [Liquidation Preference $570,000]                         57

   Common Stock - Par Value $.001 Per Share;
      Authorized 100,000,000 Shares, Issued - 13,403,625 Shares          13,403

   Additional Paid-in Capital                                        12,931,249

   Treasury Stock, 540,675 Common Shares - At Cost                   (1,253,990)
   Accumulated Comprehensive Loss                                    (1,077,000)
   Accumulated [Deficit]                                             (5,082,333)

   Deferred Acquisition Costs                                          (400,000)
                                                                  -------------

   Total Stockholders' Equity                                         5,131,386
                                                                  -------------
   Total Liabilities and Stockholders' Equity                     $   6,499,215
                                                                  ==============


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

                                       4
<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
   CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)
<TABLE>
<CAPTION>
                                                                        Three Months ended                Nine Months ended
                                                                           September 30,                   September 30,
                                                              1 9 9 9                  1 9 9 8         1 9 9 9         1 9 9 8
                                                              -------                  -------         -------         -------
<S>                                                        <C>                     <C>             <C>             <C>
Revenue                                                    $   113,575             $   670,229     $   612,075     $  3,174,000
Cost of Sales                                                  195,840                  66,158         685,780          381,460
                                                           -----------             -----------     -----------     ------------

Gross [Loss] Profit                                            (82,265)                604,071         (73,705)       2,792,540
                                                           -----------             -----------     -----------      -----------
Operating Expenses:
   General and Administrative                                1,511,898                 578,674       4,136,149        1,593,723
   Provision for Doubtful Accounts and Notes                        --               1,043,611       1,222,155        1,216,573
   Depreciation and Amortization                                88,968                 117,306         224,143          325,307
                                                           -----------             -----------     -----------      -----------
   Total Operating Expenses                                  1,600,866               1,739,591       5,582,447        3,135,603
                                                           -----------             -----------     -----------      -----------
   [Loss] Income from Operations                            (1,683,131)             (1,135,520)    (5,656,152)         (343,063)
                                                           -----------             -----------     ----------       -----------
Other [Expenses] Income:
   Interest Income                                                  50                  26,344         30,926            60,810
   Interest Expense                                            (17,187)                 (1,238)       (39,819)          (11,326)
   Other Income [Expense]                                     (215,818)                107,272      1,182,579            48,726
                                                           -----------             -----------     ----------       -----------
   Other [Expenses] Income - Net                              (232,955)                132,378      1,173,686            98,210
                                                           -----------             -----------     ----------       -----------
[Loss] Income from Continuing Operations Before
   Income Tax [Benefit] Expense                             (1,916,086)             (1,003,142)    (4,482,466)         (244,853)

Income Tax [Benefit] Expense                                        --                 (99,095)      (123,691)           47,374
                                                          ------------             -----------    -----------      ------------
   [Loss] Income from Continuing Operations                 (1,916,086)               (904,047)    (4,358,775)         (292,227)

Discontinued Operations:
    [Loss] from Operations of Discontinued
    Business  Segment [Net of Income Tax
    [Benefit] of ($30,521) and $(0), for the nine
    months ended September  30, 1999 and 1998,
    Respectively]                                                   --                 (31,093)       (54,261)          (99,947)
                                                          ------------             -----------     ----------       -----------

   Net [Loss] Income                                        (1,916,086)               (935,140)    (4,413,036)         (392,174)

Comprehensive Gain:
   Unrealized Holding Gain [Loss]
   arising during period                                    (1,033,311)                 (1,021)      (981,142)          (52,310)
                                                          ------------             -----------   ------------       -----------

   Total Comprehensive [Loss] Income                      $ (2,949,397)            $  (936,161)  $ (5,394,178)     $   (444,484)
                                                          ============             ===========   ============      ============

   Net [Loss] Income                                      $ (1,916,086)            $  (935,140)  $ (4,413,036)     $   (392,174)

   Preferred Stock Dividend in Arrears                           7,125                  12,500         26,750            20,833
                                                          ------------             -----------   ------------      ------------

   Net [Loss] Income Available to
   Common Stockholders                                    $ (1,923,211)            $  (947,640)  $ (4,439,786)     $   (413,007)
                                                          ------------             - ---------   ------------      ------------

   [Loss] Income Per Common Share:
   Continuing Operations                                  $      (0.15)            $      0.09   $      (0.34)     $       0.04

   Basic and Diluted Net [Loss] Income
   Per Share of Common Stock                              $      (0.15)            $      0.09   $      (0.34)     $       0.04

   Weighted Average Shares of Common
   Stock Outstanding                                        13,133,795              10,859,657     12,901,162        10,281,365
</TABLE>

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

                                       5
<PAGE>
                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                               Nine Months Ended
                                                                                 September 30,
                                                                            1 9 9 9         1 9 9 8
                                                                            -------         -------

Operating Activities:
<S>                                                                      <C>            <C>
           [Loss] Income from Continuing Operations                      $(4,358,775)   $  (292,227)
           Adjustments to Reconcile Net [Loss] Income to
              Net Cash [Used for] Operating Activities:
              Depreciation and Amortization                                  800,399        325,307
              Deferred Tax Asset                                            (123,691)       125,812
              Provision for Doubtful Accounts                              1,222,155      1,216,573
              Loss (Gain) on Sale of Investments                             221,637           --
              Realized Loss on Carrying Value of Investments                    --          (49,425)
              Gain on Sale of Subsidiary                                  (1,231,750)        (8,829)
              Issuance of Common Stock for services rendered                 140,000
              Issuance of Common Stock for Compensation                      217,312

           Changes in Assets and Liabilities:
              [Increase] Decrease in:
                 Accounts Receivable                                          13,715       (110,261)
                 Prepaid Expenses                                            (12,708)        (7,499)
                 Notes Receivable                                            108,211       (110,982)
                 Other Assets                                                 84,764        (91,782)

              Increase [Decrease] in:
                 Accounts Payable and Accrued Expenses                       (54,485)        24,967
                 Income Taxes Payable                                           --          (78,438)
                 Other Current Liabilities                                      --          (10,457)
                 Due to Customer                                                --          (20,721)
                                                                         -----------    -----------

              Net Cash - Continuing Operations                            (2,973,216)       912,038
                                                                         -----------    -----------

        Discontinued Operations:
           [Loss] from Discontinued Operations                               (54,261)       (99,947)
           Adjustments to Reconcile Net [Loss] to Net Cash Operations:
              Depreciation and Amortization                                   38,220        107,914
              Provision for Doubtful Accounts                                 18,915           --
              Loss on Sale of Assets                                            --              699
              Changes in Net Assets and Liabilities                          238,577       (178,354)
                                                                         -----------    -----------

           Net Cash - Discontinued Operations                                241,451       (169,688)
                                                                         -----------    -----------

           Net Cash - Operating Activities - Forward                      (2,731,765)       742,350
                                                                         -----------    -----------

        Investing Activities - Continuing Operations:
           Increase in Due from Related Parties                             (113,828)       (28,024)
           Purchase of Investments                                          (393,092)    (5,283,704)
           Purchase of Property, Equipment, and Capitalized Software         (71,711)      (922,753)
           Sale of Investments                                             3,131,291        177,371
           Purchase of Patents and License                                  (450,000)          --
                                                                         -----------    -----------
           Net Cash - Investing Activities - Continuing Operations -
              Forward                                                    $ 2,102,660    $(6,057,110)
</TABLE>

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

                                       6

<PAGE>
                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                      Nine Months Ended
                                                                                        September 30,
                                                                                      -------------
                                                                                   1 9 9 9         1 9 9 8
                                                                                   -------        -------

<S>                                                                             <C>            <C>
           Net Cash - Operating Activities - Forwarded                          $(2,731,765)   $   742,350
                                                                                -----------    -----------

           Net Cash - Investing Activities - Continuing Operations -
              Forwarded                                                           2,102,660     (6,057,110)
                                                                                -----------    -----------

        Investing Activities - Discontinued Operations:
           Purchase of Property and Equipment                                       (29,715)        (6,317)
           Disposition Gain on Sale of Discontinued Operations                         --             --
                                                                                -----------    -----------

           Net Cash Investing Activities - Discontinued Operations                  (29,715)        (6,317)
                                                                                -----------    -----------

        Financing Activities - Continuing Operations:
           Proceeds from Issuance of Common Stock                                       105      4,596,681
           Proceeds from Issuance of Preferred Stock                                570,000        906,850
           Purchase of Treasury Stock                                              (975,293)          --
           [Decrease] Increase in Loan Payable to Shareholder                      (193,434)      (116,841)
           Payment of Notes Payable                                                (288,774)       (51,609)
           Payment of Lease Payable                                                 (31,373)        (6,548)
           Decrease in Loan Receivable                                             (324,286)          --
           Proceeds from Long Term Debt                                             344,000        123,500
           Proceeds from Notes Receivable                                         1,445,000
                                                                                -----------    -----------

           Net Cash - Financing Activities - Continuing Operations                  545,945      5,452,033
                                                                                -----------    -----------

        Financing Activities - Discontinued Operations:
           Proceeds from Long-Term Debt                                              50,000           --
           Payment of Note Payable                                                  (41,500)        (4,500)
           Payment of Lease Payable                                                  (5,769)       (33,051)
                                                                                -----------    -----------

           Net Cash Financing Activities Discontinued Operations                      2,731        (37,551)
                                                                                -----------    -----------

        Net Increase [Decrease] in Cash and Cash Equivalents                       (110,144)        93,405

        Cash and Cash Equivalents - Beginning of Years                               67,535         (4,046)
                                                                                -----------    -----------

           Cash and Cash Equivalents - End of Years                             $   (42,609)   $    89,359
                                                                                ===========    ===========

        Supplemental Disclosures of Cash Flow Information:
           Cash paid during the years for:
              Interest                                                          $    37,295    $     2,999

        Supplemental Schedule of Non-Cash Investing and Financing Activities:
           Conversion of Preferred Stock into Common Stock                      $       649    $        39
           Purchase of Assets under Capital Lease Financing                     $    77,883    $      --
           Sale of Subsidiary for Note Receivable                               $ 2,400,000    $      --
           Issuance of Common Stock for Notes Receivable                                       $ 2,000,000
</TABLE>


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

                                       7

<PAGE>
                  ONLINE GAMIING SYSTEMS, LTD. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                               September 30, 1999


Note 1 -    Basis of Preparation

            The accompanying  unaudited interim financial statements include all
            adjustments  (consisting only of those of a normal recurring nature)
            necessary  for a fair  statement  of the  results  for  the  interim
            periods.  The results of operations for the nine-month  period ended
            September 30, 1999, are not necessarily indicative of the results of
            operations  to be  reported  for the full year ending  December  31,
            1999.

Note 2 -    Sale of Subsidiary

            On March 31, 1999 the Company sold 81% of its interest in its wholly
            owned subsidiary,  the Eminet Domain, Inc. to Centerline Associates,
            Inc., a shareholder  of the Company.  The sale price was  $2,500,000
            paid as  follows:  (i)  $10,000 at sale date,  (ii)  $90,000 in cash
            payable at the rate of  $14,000  per month  commencing  on April 15,
            1999 and (iii)  $2,400,000  by the  delivery  of a  promissory  note
            collateralized by shares of the Company's stock with interest at the
            annual  rate of six  percent  (6%) and  payable  two years  from the
            closing date.

            The sale  resulted in a gain of  $1,231,751  which is  reflected  in
            other income.  The  transaction  resulted in the Eminet Domain,  Inc
            being treated as a discontinued operation

Note 3 -    Major Customers

            Income fees derived from major customers are tabulated as follow:
<TABLE>
<CAPTION>

                                                    Three Months Ended           Nine Months Ended
                                                       September 30               September 30
                                                    1999        1998             1999            1998

<S>                                                <C>       <C>                <C>            <C>
            Customer A (Software System)           30,000         --            247,500             --
            Customer B (Software System)           37,500         --            130,000             --
            Customer C (Software System)               --         --             60,000             --
            Customer D (Software System)               --         --             37,500             --
            Customer E (Software System)               --         --             50,000             --
            Customer F (Software System)               --    175,000                 --        175,000
            Customer G (Software System)               --    450,000                 --        450,000
            Customer H (Software System)               --         --                 --        250,000
            Customer I (Software System)               --         --                 --        220,000
            Customer J (Software System)               --         --                 --        350,000
            Customer K (Software System)               --         --                 --        675,000
</TABLE>


                                       8

<PAGE>

                  ONLINE GAMIING SYSTEMS, LTD. AND SUBSIDIARIES
        Notes to Consolidated Financial Statements (Unaudited)(Continued)
                               September 30, 1999

Note 4 -    Capital Stock

            In the second quarter of 1998, the Company sold 1,250,000 shares for
            a  total  of   $4,000,000   pursuant  to   Regulation  D  to  Hosken
            Consolidated Industries

            Also in the second quarter of 1998, 9,700,000 shares of common stock
            were  issued to Online  Gaming  Systems  Australia,  a wholly  owned
            subsidiary for use in a proposed takeover of the Australian Company,
            Coms21.  As the proposed  takeover did not take place, the 9,700,000
            shares issued were cancelled. However, in the third quarter of 1998,
            1,217,647 shares were exchanged for 12,176,470 shares of Coms21 in a
            one for ten stock swap.

            In the  second  quarter  of 1998,  10,000  shares of 5%  Convertible
            Preferred Stock,  $.001 par value, were issued to the Shaar Fund for
            $ 1,000,000.00 Each share is convertible into common stock by virtue
            of a formula contained in the Purchase Agreement which is 78% of the
            three day  average  closing  bid price for the  corporations  common
            stock for the twenty five (25) trading days prior to the delivery of
            the  notice of  redemption.  The amount of such  non-cash  discounts
            which is analogous to a dividend is $ 269,443.  Holders of the above
            preferred stock are entitled to; (i) quarterly  cumulative dividends
            at the  rate of 5% per  annum  of the  original  issue  price of the
            preferred stock,  (ii) a liquidation  preference equal to the sum of
            $100 for each outstanding share of the preferred stock.

            In August  1998,  5,000  shares of the  Company's  common stock were
            issued to a consultant for services performed.

            In September 1998,  26,098 shares of the Company's common stock were
            issued to adjust the  issuance of shares to certain  individuals  at
            the time of the Company's reverse merger in 1996.

            During  the  third  and  fourth  quarter  of 1998,  2,740  shares of
            convertible  preferred  stock valued at $274,000 was converted  into
            147,002  shares of common stock by virtue of a formula  contained in
            the Purchase  Agreement which relates to the average price per share
            of common stock within the conversion period.

            In  October  of 1998,  the  Company  entered  into a stock  purchase
            agreement with Axxsys International, [Seller] to purchase the assets
            of Axxsys for $400,000.  Under the agreement  200,000  shares of the
            Company's  common  stock was  delivered  and is held in escrow for a
            period of 12 months as the purchase  price is  contingent on average
            monthly revenues being achieved.

            During  the first  quarter  of 1999,  5,000  shares  of  convertible
            preferred stock valued at $500,000 was converted into 395,823 shares
            of common  stock by virtue of a formula  contained  in the  purchase
            agreement  which  results to the  average  price per share of common
            stock within the conversion period.

                                       9

<PAGE>
                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
       Notes to Consolidated Financial Statements (Unaudited) (Continued)
                               September 30, 1999

            During  the  second  quarter of 1999,  2,260  shares of  convertible
            preferred stock valued at $226,000 was converted into 253,933 shares
            of common  stock by virtue of a formula  contained  in the  purchase
            agreement  which  results to the  average  price per share of common
            stock within the conversion period.

            In the  second  quarter  of 1999,  5,700  shares  of 5%  Convertible
            Preferred Stock,  $.001 par value, were issued to the Shaar Fund for
            $570,000 Each share is convertible  into common stock by virtue of a
            formula  contained  in the  Purchase  Agreement  which is 78% of the
            three day  average  closing  bid price for the  corporations  common
            stock for the twenty five (25) trading days prior to the delivery of
            the  notice of  redemption.  The amount of such  non-cash  discounts
            which is  analogous  to a dividend  is $53,451  holders of the above
            preferred stock are entitled to; (i) quarterly  cumulative dividends
            at the  rate of 5% per  annum  of the  original  issue  price of the
            preferred stock,  (ii) a liquidation  preference equal to the sum of
            $100 for each outstanding share of the preferred stock.

            On April 6, 1999 certain  individual  employees  were issued 110,000
            shares of common stock of the company as a signing bonus  pertaining
            to employment agreements between the company and the individuals.

            In the second quarter of 1999, 75,000 shares of the company's common
            stock were issued to a consultant for services performed.

            On July 1, 1999, the Company's  largest  institutional  stockholder,
            Hosken  Consolidated  Industries,  a South African  corporation (the
            investment  company  for the Mine  Workers  Union and South  African
            Clothing  Workers Union),  consummated its purchase of approximately
            1,100,000  shares  of the  Company's  common  stock  from  Norman J.
            Hoskin,  the  Company's  Chairman of the Board of  Directors,  which
            represents  substantially  all  of  Mr.  Hoskin's  holdings  in  the
            Company.  Mr.  Hoskin has  resigned  his  positions  as Chairman and
            Secretary/Treasurer and will limit his activities as a consultant to
            the Company due to his health. With its purchase, HCI share holdings
            increases to 2,361,935 shares or  approximately  19% of total shares
            outstanding.

            In the third quarter of 1999, 52,500 shares of the Common Stock were
            issued in lieu of expenses paid on behalf of the Company.

Note 5 -    Per Share Data

            Per share data are based on the  weighted  average  number of common
            shares  outstanding during the respective  periods.  The diluted net
            income per share is based upon the options issued and outstanding as
            well  as  the  assumed   conversion  of  the  Company's  issued  and
            outstanding preferred stock.


                                       10

<PAGE>
                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
       Notes to Consolidated Financial Statements (Unaudited) (Continued)
                               September 30, 1999

Note 6 -    Business Agreements

            On  September  28, 1998,  the Company  entered into and closed on an
            agreement with  Cybergames,  Inc. for the purchase of several of the
            company's  licensees  and the  exchange  of the  company's  accounts
            receivable  from  said  licensees.  The total  purchase  price was $
            3,147,000  payable  $  227,000  in cash and  $2,920,000  in stock of
            Cybergames, Inc. (530,000 shares).

            On April 6, 1999 the Company  signed an  agreement  to purchase  the
            patent rights, inventions and know-how of Excel Communications, Inc.
            The  major  product  expected  to be  produced  is a  multi-function
            portable gaming device.  In consideration the Company issued seventy
            five thousand  (75,000)  shares of common stock of the Company.  The
            Company also  entered into an agreement to  compensate a third party
            for termination of an exclusive manufacturing,  licensing, marketing
            and  distribution of the invention with the seller.  The third party
            received two hundred thousand dollars ($200,000) plus a stock option
            to purchase  50,000  shares of the common stock of the  company.  In
            addition,  the Company entered into employment agreements with three
            of the key employees of Excel Communications, Inc. and granted those
            individuals options to purchase Company stock.

            In the third  quarter of 1999,  the Company  signed an  agreement to
            purchase the license to market and  distribute a portable  hand held
            device from Accord Technologies,  A South African  corporation.  The
            Company paid two hundred fifty thousand  dollars  ($250,000) for the
            rights to the license.

Note 7 -    Change of Name

            As of September 24, 1999 the Company  changed its name from Atlantic
            International Entertainment, Ltd. to Online Gaming Systems, Ltd.

Note 8 -    Subsequent Events

            On November 8, 1999 the Company  entered  into an agreement to issue
            9,300 shares of 5% Convertible  Preferred Stock,  $.001 par value to
            the Shaar Fund for $930,000.  Each share is convertible  into Common
            Stock by virtue of a formula  contained  in the  purchase  agreement
            which is 78% of the  three  day  average  closing  bid price for the
            corporation's  Common  Stock for the  twenty-five  (25) trading days
            prior to the delivery of the notice of redemption.


                                       11

<PAGE>
                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

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

            Result of Operations

            Three Months Ended September 30, 1999 and 1998

            Net Revenues. The Company's revenues decreased  approximately 83% in
            1999 over the same period in 1998.  Revenues from  operations in the
            first  quarter 1999 were $ 113,575,  as compared  with $ 670,229 for
            the same period in 1998.  The decrease in revenues was the result of
            the company's implementation of its new product line. The investment
            in sales and marketing  resources  have also not yet fully  impacted
            revenues  as  anticipated.  The  Company  expects  sales and  market
            efforts to increase revenues going forward.

            Cost of Revenues.  Cost of revenues  increased 196% in 1999 over the
            same period in 1998.  The  increase  resulted  from the  increase in
            amortization of capitalized  software  development  costs,  which is
            reflected in cost of revenues.  The Company expects  amortization of
            development costs to be consistent going forward.

            Operating  Expenses.  Operating  expenses  increased  by  130%  or $
            904,886 in the third quarter 1999 over the same period in 1998.  The
            increase  was  largely  due to global  expansion  efforts,  expenses
            related to product development and increased support staffing.

            Provision for Doubtful Accounts.  Provision for doubtful accounts in
            the third quarter 1999 were $ 0 as compared with $ 1,043,611 for the
            same  period in 1998.  The  decrease  resulted  from a change in the
            recording of revenues from accrual basis to cash basis.  The Company
            does not  anticipate  any  provisions  for doubtful  accounts  going
            forward.


            Nine Months Ended September 30, 1999 and 1998

            Net Revenues. The Company's revenues decreased  approximately 80% in
            1999 over the same period in 1998.  Revenues from operations for the
            nine months  ended  September  30, 1999 were $ 612,075,  as compared
            with $  3,174,000  for the same  period  in 1998.  The  decrease  in
            revenues was the result of the company's  implementation  of its new
            product line. The  investment in sales and marketing  resources have
            also not yet fully  impacted  revenues as  anticipated.  The Company
            expects sales and market efforts to substantially  increase revenues
            going forward.

            Cost of Revenues. Cost of revenues increased 80% for the nine months
            ended  September 30, 1999 over the same period in 1998. The increase
            resulted from the increase in amortization  of capitalized  software
            development  costs,  which is  reflected  in cost of  revenues.  The
            Company expects  amortization of development  costs to be consistent
            going forward.


                                       12

<PAGE>
                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

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

            Result of Operations - Continued

            Nine Months Ended September 30, 1999 and 1998

            Operating   Expenses.   Operating  expenses  increased  by  127%  or
            $2,441,262  for the nine months  ended  September  30, 1999 over the
            same  period  in  1998.  The  increase  was  largely  due to  global
            expansion  efforts,  expenses  related  to product  development  and
            increased support staffing.

            Provision for Doubtful Accounts. Provision for doubtful accounts for
            the nine  months  ended  September  30,  1999  were $  1,222,155  as
            compared with $ 1,216,573 for the same period in 1998. The provision
            for doubtful accounts resulted from management taking a conservative
            approach in  recording  its  provision  for doubtful  accounts.  The
            Company does not anticipate  any additional  provisions for doubtful
            accounts going forward as revenue is now recorded on cash basis.

            Other Income. Other income increased by approximately  $1,133,853 in
            1999  over the same  period  in 1998.  A gain on sale of  $1,231,751
            resulted from a percentage  interest  sold of the  Company's  wholly
            owned subsidiary. A $170,000 gain was recognized in a full and final
            settlement  of a  payable.  A loss  of  sale on  trading  stock  for
            $221,636 was realized.


            Liquidity and Capital Resources

            Cash,  cash  equivalents  and marketable  securities,  which consist
            primarily of high risk,  priced  securities  totaled  $1,020,628  at
            September 30, 1999 compared to $6,439,916 at September 30, 1998. The
            decrease in cash, cash equivalents and marketable securities was due
            primarily  by  cash  used  for  operations,  a  unrealized  loss  of
            $1,306,000 on marketable  securities and $1,200,000 for the purchase
            of treasury stock.  Management believes that an agreement signed for
            an equity  investment into the Company will be sufficient to satisfy
            the Company's currently anticipated cash requirements.



                                       13
<PAGE>
                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

PART II
Item 1.     Legal Proceedings

            Litigation  - On June 9, 1999,  the  Company  was  determined  to be
            liable in a civil action by Kelley & Kelley  Advertising,  Inc., the
            Company's advertising  consultant during the Company's initial stage
            in 1996. The jury trial, which extended over three days, involved an
            October 23, 1996 agreement drafted and executed by a former employee
            who was  subsequently  fired by the Company.  The trial concluded in
            the jury verdict of  approximately  $26,000 in compensatory  damages
            and  $350,000 in punitive  damages.  The jury  verdict  reflects the
            belief that the Company's  former employee never intended to provide
            additional assignments to Kelley & Kelley. The evidence presented at
            trial did show that Kelley & Kelley did receive all of the  payments
            due under the  above  agreement  but only  received  one  additional
            assignment.  In addition,  the undisputed facts at trial showed that
            the Company performed all of its future advertising in-house and did
            not  engage a firm to  replace  Kelley  &  Kelley.  Counsel  for the
            Company  has  filed  motions  with the trial  court  for a  directed
            verdict  (overturning the jury verdict) based on Florida's "Economic
            Loss Rule"  which  precludes  tort  damages in a breach of  contract
            case. On August 20, 1999 The Court  reduced the punitive  damages in
            accordance  with Florida Statute 768.73 to  approximately  $105,000.
            Counsel for the Company has advised the Company  that the verdict is
            against the  manifest  weight of the evidence and the law and if not
            reversed by the trial judge,  then the Company  should be successful
            on appeal. The Company will use any and all resources to reverse the
            above jury decision and will, if necessary, vigorously prosecute its
            appeal rights.

Item 2.     Changes in Securities

            This Item is not applicable to the Company.

Item 3.     Defaults upon Senior Securities

            This Item is not applicable to the Company.

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

            This Item is not applicable to the Company.

Item 5.     Other Information

            This Item is not applicable to the Company.

Item 6.     Exhibits and Reports on Form 8-K

            (a)     Exhibits
            (b)     Form 8-K - July 7, 1999

                    27  Financial Data Schedule



                                       14
<PAGE>

                           Online Gaming Systems, Ltd.

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


Date: November 18, 1999               By: /s/ Richard A. Iamunno
                                          ---------------------------------
                                         (Signature)
                                         Richard A. Iamunno, President
                                         And Chief Executive Officer



Date: November 18, 1999               By:  /s/ Peter Lawson
                                          ---------------------------------
                                           (Signature)
                                           Peter Lawson, Chief Financial Officer