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, 2001
                                       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)

              3225 McLeod Drive 1st Floor, Las Vegas, Nevada 89121
                    (Address of principal executive offices)

Registrant's telephone no., including area code:   (702) 836 -3042

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 9, 2001
      -----------------------------      ----------------------------------
      Common Stock, $.001 par value                  34,296,268

<PAGE>

                                TABLE OF CONTENTS


Heading                                                                  Page
-------                                                                  ----


                         PART 1. - FINANCIAL INFORMATION

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

         Consolidated Balance Sheet - September 30, 2001 (Unaudited).......2-3

         Consolidated Statement of Operations - Nine  Months Ended
         September 30, 2001 and 2000(Unaudited)............................4

         Consolidated Statement of Cash Flows - Three Months ended
         September 30, 2001 and 2000(Unaudited) ...........................5

         Consolidated Statement of  Cash Flows - Nine Months ended
         September 30, 2001 and 2000(Unaudited)............................6

         Notes to Consolidated Financial Statements (Unaudited)............7-11

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations.........................................11-13


                          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..................................15

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

<PAGE>

                                     PART 1


Item 1.  Financial Statements

         The following consolidated unaudited financial Statements for the
         period ended September 30, 2001, have been prepared by Online Gaming
         Systems, Ltd. (the "Company") and Subsidiaries.



                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

                              Financial Statements

                               September 30, 2001

Page 1 of 17
<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                            AS OF September 30, 2001


Assets:
Current Assets:
   Cash                                                    $ 34,566
   Other Current Assets                                      26,666
                                                           --------

   Total Current Assets                                      61,232
                                                           --------

Property and Equipment - Net                                203,755

Software Development, Net                                    80,548

Equipment under Capitalized Lease - Net                      73,934

Other Assets                                                267,374
                                                           --------


   Total Assets                                            $686,843
                                                           ========


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

Page 2 of 17
<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                            AS OF September 30, 2001



Liabilities and Stockholders' Equity:
Current Liabilities:
   Accounts Payable and Accrued Expenses                          $    272,467
   Accrued Interest - Related Party                                    629,051
    Notes Payable - Officers                                           213,604
   Note Payable                                                         20,000
   Convertible Notes Payable - Related Party                         6,434,907
   Capital Lease Obligations                                            63,786
                                                                  ------------

   Total Current Liabilities                                         7,633,815


Commitments and Contingencies                                               --




Stockholders' Equity (Deficit):


Convertible Preferred Stock-Par Value  $.001 Per Share;
  Authorized 10,000,000 Shares, None Issue or Outstanding                   --

Common Stock - Par Value $.001 Per Share;
Authorized 100,000,000 Shares, Issued - 34,296,268 Shares               34,296


Additional Paid-in Capital                                          15,060,915

Treasury Stock, 811,767 Common Shares - At Cost                     (1,730,485)
Accumulated [Deficit]                                              (20,311,698)
                                                                  ------------

Total Stockholders' Equity (Deficit)                                (6,946,972)
                                                                  ------------

Total Liabilities and Stockholders' Equity (Deficit)              $    686,843
                                                                  ============


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

Page 3 of 17
<PAGE>
<TABLE>
<CAPTION>
                             ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                              Three Months ended               Nine Months ended
                                                 September 30,                   September 30,
                                         ----------------------------    ----------------------------
                                             2001            2000            2001            2000
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>
Revenue                                  $    196,798    $    303,942    $    693,937    $  2,231,027

Cost of Sales                                      --          40,292          17,142         186,277
                                         ------------    ------------    ------------    ------------

Gross Profit                                  196,798         263,650         676,795       2,044,750
                                         ------------    ------------    ------------    ------------

Operating Expenses:
   General and Administrative               1,048,271       1,144,902       2,930,995       3,390,424
   Depreciation and Amortization               59,984          58,764         185,719         154,045
                                         ------------    ------------    ------------    ------------

   Total Operating Expenses                 1,108,255       1,203,666       3,116,714       3,544,469
                                         ------------    ------------    ------------    ------------

   [Loss] from Operations                    (911,457)       (940,016)     (2,439,919)     (1,499,719)
                                         ------------    ------------    ------------    ------------

Other [Expenses] Income:
   Interest Expense                          (174,360)        (13,326)       (461,342)        (34,817)
   Settlement of debt                                                        (200,000)
   Other Income [Expense]                    (183,374)       (265,000)       (183,732)     (1,465,000)
                                         ------------    ------------    ------------    ------------

   Other [Expenses] Income - Net             (357,734)       (278,326)       (845,074)     (1,499,817)
                                         ------------    ------------    ------------    ------------

[Loss] from Operations Before
   Income Tax [Benefit] Expense            (1,269,191)     (1,218,342)     (3,284,993)     (2,999,536)

Income Tax [Benefit] Expense                       --              --              --              --
                                         ------------    ------------    ------------    ------------

   [Loss] from Operations                  (1,269,191)     (1,218,342)     (3,284,993)     (2,999,536)
                                         ------------    ------------    ------------    ------------


   Net [Loss]                              (1,269,191)     (1,218,342)     (3,284,993)     (2,999,536)

Comprehensive Gain:
   Unrealized Holding [Loss]
   arising during period                           --              --              --        (132,500)
                                         ------------    ------------    ------------    ------------

   Total Comprehensive [Loss]            $ (1,269,191)   $ (1,218,342)   $ (3,284,993)   $ (3,132,036)
                                         ============    ============    ------------    ------------

   Net [Loss]                            $ (1,269,191)   $ (1,218,342)   $ (3,284,993)   $ (2,999,536)

   Preferred Stock Dividend in Arrears                         13,263              --          38,263
                                         ------------    ------------    ------------    ------------

   Net [Loss] Available to
   Common Stockholders                   $ (1,269,191)   $ (1,231,605)   $ (3,284,993)   $ (3,037,799)
                                         ------------    ------------    ------------    ------------

   Basic and Diluted Net [Loss] Income
   Per Share of Common Stock             $      (0.04)   $      (0.09)   $      (0.15)   $      (0.22)

   Weighted Average Shares of Common
   Stock Outstanding-Basic and Diluted     33,985,792      14,096,360      22,440,889      14,034,195

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.
</TABLE>

Page 4 of 17
<PAGE>
<TABLE>
<CAPTION>
                          ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



                                                                     Three Months Ended
                                                                        September 30,
                                                               -------------------------------
                                                                  2001                 2000
                                                               -----------         -----------
<S>                                                            <C>                 <C>
Operating Activities:
   [Loss] Income from Operations                               $(1,269,191)        $(1,218,342)
   Adjustments to Reconcile Net [Loss] Income to
     Net Cash [Used for] Operating Activities:
     Depreciation and Amortization                                  59,984              58,764
     Realized Gain on Settlement of Debt                           (38,768)
     Regulated Loss on Carrying Value of Investments                                   265,000


   Changes in Assets and Liabilities:
     [Increase] Decrease in:
       Prepaid Expenses
       Other Assets                                                 (5,810)             28,325

     Increase [Decrease] in:
       Accounts Payable and Accrued Expenses                       212,940             (86,372)
                                                               -----------         -----------

     Net Cash - Operating Activities:                           (1,040,845)           (952,625)
                                                               -----------         -----------

Investing Activities:
   Purchase of Property, Equipment, and Capitalized Software       (80,548)            (43,493)
                                                               -----------         -----------

   Net Cash - Investing Activities                                 (80,548)            (43,493)
                                                               -----------         -----------


 Financing Activities:
   Proceeds from Issuance of Common Stock                           17,500
   Increase in Loan Payable to Officer                               7,500
   Proceeds from Convertible Note Payable                        1,245,000           1,135,000
   Proceeds from Note Payable                                        7,500
   Payment of Note Payable                                        (100,000)
   Payment of Lease Payable                                        (27,421)            (14,711)
                                                               -----------         -----------

   Net Cash - Financing Activities                               1,150,079           1,120,289
                                                               -----------         -----------

[Decrease] Increase in Cash and Cash Equivalents                    28,686             124,171

Cash and Cash Equivalents - Beginning of Period                      5,880              84,549
                                                               -----------         -----------

Cash and Cash Equivalents - End of Period                      $    34,566         $   208,720
                                                               ===========         ===========

Supplemental Disclosures of Cash Flow Information:
   Cash paid during the years for:
     Interest                                                  $    19,603         $    13,326

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.
</TABLE>
Page 5 of 17

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

                                                                                    Nine Months Ended
                                                                                      September 30,
                                                                             ------------------------------
                                                                                2001                2000
                                                                             -----------        -----------
<S>                                                                          <C>                <C>
Operating Activities:
   [Loss] Income from Operations                                             $(3,284,993)       $(2,999,536)
   Adjustments to Reconcile Net [Loss] Income to
     Net Cash [Used for] Operating Activities:
     Depreciation and Amortization                                               185,719            154,045
     Issuance of common stock in exchange for cancellation of indebtedness       200,000
     Realized Gain on Settlement of Debt                                         (38,769)
     Realized Loss on Carrying Value of Investments                                               1,465,000

   Changes in Assets and Liabilities:
     [Increase] Decrease in:
       Prepaid Expenses                                                                               5,190
       Other Assets                                                              (17,622)            10,208

     Increase [Decrease] in:
       Accounts Payable and Accrued Expenses                                    (262,720)           (71,414)
                                                                             -----------        -----------

     Net Cash - Operating Activities                                          (3,218,385)        (1,436,507)
                                                                             -----------        -----------


Investing Activities:
   Purchase of Property, Equipment, and Capitalized Software                     (80,548)           (65,829)
   Purchase of Patents and Licenses                                             (125,000)
                                                                             -----------        -----------

   Net Cash - Investing Activities                                           $  (205,548)       $   (65,829)
                                                                             -----------        -----------

Financing Activities:
   Proceeds from Issuance of Common Stock                                         17,500            250,000
   Proceeds from sale of Treasury Stock                                           14,062
   Increase in Loan Payable to Officer                                            91,254            112,350
   Proceeds from Note Payable                                                    132,500                 --
   Payment of Notes Payable                                                     (282,500)            (5,850)
   Payment of Lease Payable                                                      (85,888)           (56,569)
   Proceeds from Convertible Note Payable                                      3,538,642          1,585,000
                                                                             -----------        -----------

   Net Cash - Financing Activities                                             3,425,570          1,884,931
                                                                             -----------        -----------

Net Increase [Decrease] in Cash and Cash Equivalents                               1,637            382,595

Cash and Cash Equivalents - Beginning of Period                                   32,929           (173,875)
                                                                             -----------        -----------

Cash and Cash Equivalents - End of Period                                    $    34,566        $   208,720
                                                                             ===========        ===========

Supplemental Disclosures of Cash Flow Information:
   Cash paid during the years for:
     Interest                                                                $    37,805        $    34,817

Supplemental Schedule of Non-Cash Investing and Financing Activities:
   Conversion of Preferred Stock into Common Stock                                              $       455
   Issuance of 225,000 common stock in exchange for cancellation of indebtedness

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements.
</TABLE>
Page 6 of 17
<PAGE>

                  ONLINE GAMIING SYSTEMS, LTD. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                               September 30, 2001


Note 1 -          Basis of Preparation
                  --------------------

                  The accompanying consolidated 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, 2001,
                  are not necessarily indicative of the results of operations to
                  be reported for the full year ending December 31, 2001. These
                  statements should be read in conjunction with the summary of
                  significant accounting policies and notes contained in the
                  corporation's annual report on form 10-K for the year ended
                  December 31, 2000.


Note 2 -          Major Customers
                  ---------------

                  Income fees derived from customers are evenly concentrated
                  amongst numerous customers.


Note 3 -          Convertible Note Payable - Related Party
                  ----------------------------------------

                  The Company's operating shortfalls have largely been funded
                  via its largest shareholder, Hosken Consolidated Investment
                  Limited (HCI). HCI is a South Africa - based investment
                  holding company that focuses its activities in
                  telecommunications and information technology, media and
                  broadcasting, interactive gaming and entertainment and
                  financial services. During 2000, HCI funded the Company
                  $2,335,000 in the form of convertible notes. These notes bear
                  an interest rate of 12 percent, have a maturity date of
                  December 31, 2000 and are collateralized by substantially all
                  of the assets of the Company . At December 31, 2000 the
                  company had not repaid the outstanding principal balance and
                  interest and was in technical default of the note payable
                  agreement. HCI has informed the Company that it plans to
                  convert the notes into equity at a future date, at a price to
                  be determined.

                  During the first quarter of 2001, HCI advanced the Company
                  $1,303,042 in convertible notes and funds, and has stated its
                  intent on continuing the funding of the Company through the
                  balance of the year. During the second quarter of 2001, HCI
                  advanced the company $ 990,000 in convertible notes and in the
                  third quarter of 2001, HCI advanced the company $ 1,245,000.

                  Subsequent to the third quarter of 2001, HCI and affiliates
                  have advanced the Company about $250,000 in convertible notes.

Page 7 of 17
<PAGE>

                  ONLINE GAMIING SYSTEMS, LTD. AND SUBSIDIARIES
      Notes to Consolidated Financial Statements - (continued) (Unaudited)
                               September 30, 2001



Note 4 -          Capital Stock
                  -------------

                  During fiscal 2000, the Company issued 375,000 shares of its
                  common stock in connection for consulting services rendered in
                  obtaining and negotiating convertible debt financing. The
                  value of the 375,000 shares was based on the market value per
                  common share of approximately $2.00 at the date of issuance.
                  Accordingly, the Company recorded an expense of $750,000 for
                  the year ended December 31, 2000 associated with these
                  consulting services.

                  In February 2000, the Company issued 100,000 shares of its
                  common stock in exchange for a $150,000 investment [fair value
                  of common stock at date of issuance] from an individual
                  investor.

                  In March 2000, the Company issued 100,000 shares of its common
                  stock in connection with a $100,000 borrowing obtained from a
                  customer of the Company. The fair value of the common stock
                  issued was approximately $100,000.


                  In April 2000, the Company issued 25,000 shares of its common
                  stock in exchange for consulting services which has been
                  recorded as a $ 25,000 expense in fiscal 2000.

                  In the first quarter 2001 the Company issued 500,000 shares of
                  its common stock to the Shaar fund to repurchase outstanding
                  preferred stock.

                  During the second quarter of 2001, the Company issued 225,000
                  shares of common stock in satisfaction of indebtedness to
                  Wayne Newton, who was previously employed as a promotional
                  consultant by the Company.

                  During the second quarter of 2001 HCI converted its 9,000
                  shares of preferred to common stock, under formula as provided
                  in the Convertible Preferred Stock Sales Agreement. The
                  preferred stock converted to 18,610,422 of common stock, which
                  was issued to affiliates of HCI. HCI and its affiliates own
                  21,799,857 shares, or about 64 percent of the outstanding
                  stock of the Company. The Company has now retired all of its
                  preferred stock.

                  During the third quarter of 2001, executive management
                  personnel purchased a total of 291,666 shares of common stock
                  from the Company at a price of $.06 per share.

Page 8 of 17
<PAGE>

                  ONLINE GAMIING SYSTEMS, LTD. AND SUBSIDIARIES
      Notes to Consolidated Financial Statements - (continued) (Unaudited)
                               September 30, 2001


Note 5 -          Per Share Data
                  --------------

                  Per share basic 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 common
                  stock outstanding during the period and the effect of all
                  dilutive potential common shares outstanding. The computation
                  of diluted earnings per share does not assume conversion,
                  exercise or contingent issuance of securities that would have
                  an antidilutive effect on earnings per share.

Note 6 -          Business Agreements
                  -------------------

                  On January 2000, the company entered into an exclusive
                  agreement with Inter Global Fund for the worldwide rights for
                  the sale of its products to Internet based casinos not
                  attached to a land based casino. This agreement was terminated
                  during 2000.

                  On March 30, 2001 the Company executed a formal agreement with
                  Australian On-Line Casino Ltd. (AOC) and Casino Australia
                  On-Line Pty Ltd (CAO), its subsidiary for the licensing and
                  distribution of our products. AOC holds an online casino and
                  bookmaking license from the Australian Territory of Norfolk
                  Island. AOC is seeking to establish itself as a global
                  marketer and supplier of Internet gaming services.

                  Generally, the Company granted to AOC an exclusive license to
                  distribute our software products in the Asia Pacific region,
                  and non-exclusive rights to distribute other products. To
                  retain this exclusivity in this territory, AOC must meet
                  minimum sales thresholds, at recommended sales prices approved
                  by us. We obtained certain non-exclusive rights to distribute
                  new products that CAO creates.

                  The agreement calls for $250,000 in cash, plus ongoing
                  royalties associated with sales revenue, service revenue and
                  hosting revenue. Additionally, the Company will receive an
                  option for 5,000,000 shares of AOC stock. AOC is planning a
                  50,000,000 share offering to raise $10,000,000 (Australian).

                  The transaction is subject to a number of conditions,
                  including the successful public offering of AOC, and the
                  certification of our ICE software by the appropriate
                  Australian authority. The transaction is expected to be
                  completed during the third or fourth quarter of this year.

Page 9 of 17
<PAGE>

                  ONLINE GAMIING SYSTEMS, LTD. AND SUBSIDIARIES
      Notes to Consolidated Financial Statements - (continued) (Unaudited)
                               September 30, 2001


Note 6 -          Business Agreements (continued)
                  -------------------------------

                  During the second quarter of 2001 the Company announced its
                  joint venture with Station Casinos, Inc., formed to develop
                  the technology for the remote play "eSlot" product which is
                  licensed to Gamecast Live, a Station Casinos subsidiary. In
                  exchange for a 22.5 percent interest in the joint venture, the
                  Company is contributing certain assets, including intellectual
                  property and services.

                   During the third quarter of 2001, the Company announced its
                  Marketing and Operations Agreement with UnoDosTres.com to
                  develop and operate up to three online casinos on the popular
                  Internet Television Network targeting the Latin American
                  marketplace.

                  The agreement calls for OGS to develop and operate, on an
                  exclusive basis, up to three online casinos (a Play for Fun
                  and two live casinos) on the Internet Television Network.
                  UnoDosTres (UDT) will contribute up to $155 million of
                  bartered television and radio advertising for the promotion
                  and marketing of the casinos, via its consortium of media and
                  broadcasting partners throughout the United States, Latin
                  Ameican and the Iberian Peninsula. The casinos will adhere to
                  strict restrictions regarding age of eligible gamblers, and
                  prohibition of wagers from residents of or placed from the
                  United States, or any jurisdiction that prohibits such
                  activities. UDT will receive a portion of the net revenue
                  generated from the gaming sites.


Note 7 -          Subsequent Events
                  -----------------

                  During the fourth quarter of 2001, executive management
                  personnel purchased a total of 166,667 shares of common stock
                  from the Company at a price of $.06 per share.


Note 8 -          New Accounting Pronouncements
                  -----------------------------

                  In July 2001, the Financial Accounting Standards Board issued
                  Statement of Financial Accounting Standards ("SFAS") No. 141
                  "Business Combinations" and SFAS No. 142 "Goodwill and
                  Intangible Assets ("SFAS No. 142"). SFAS No. 141 requires that
                  all business combinations initiated after June 30, 2001 be

Page 10 of 17
<PAGE>

                  accounted for using the purchase method of accounting and
                  prohibits the use of the pooling-of-interests method for such
                  transactions. SFAS No. 142 applies to all goodwill and
                  intangible assets acquired in a business combination. Under
                  the new standard, all goodwill, including goodwill acquired
                  before initial application of the standard, should not be
                  amortized but should be tested for impairment at least
                  annually at the reporting level, as defined in the standard.
                  Intangible assets other than goodwill should be amortized over
                  their useful lives and reviewed for impairment in accordance
                  with SFAS no. 121. The new standard is effective for fiscal
                  years beginning after December 15, 2001. The Company must
                  adopt this standard on January 1, 2002. As of July 31, 2001,
                  the Company had no unamortized goodwill.

                  In August 2001, the FASB issued Statement of Financial
                  Accounting Standards No. 144 ("SFAS 144"), "accounting for the
                  Impairment or Disposal of Long-lived Assets". SFAS 144
                  superceded Statement of Financial Accounting Standards No.
                  121, "accounting for the Impairment of Long-lived Assets and
                  Assets to be Disposed of" and the accounting and reporting
                  provisions of Accounting Principles Board Opinion No. 30,
                  "reporting the Results of Operations - Reporting the Effects
                  of Disposal of a Segment of a Business, and Extraordinary,
                  Unusual and Infrequently Occurring Events and Transaction".
                  SFAS 144 also amends Accounting Research Bulletin No. 51,
                  "Consolidated Financial Statements," to eliminate the
                  exception to consolidation for a subsidiary for which control
                  is likely to be temporary. The provision of SFAS 144 will be
                  effective for fiscal years beginning after December 15, 2001.
                  The Company has not yet determined the effect SFAS 144 will
                  have on its financial position or results of operations in
                  future periods.



                  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, 2001 and 2000
         ----------------------------------------------

         Net Revenues. The Company's revenues decreased approximately 35% in
         2001 compared to the same period in 2000. Revenues from operations in
         the third quarter 2001 were $196,798 as compared with $303,942 for the
         same period in 2000. The decrease in revenues was the result of fewer
         sales of its products during the quarter, and the installment nature of
         the sales. The majority of the revenue for the quarter emanated from
         sales of our gaming devices and related services. We believe that the
         market for our products is evolving to established land-based gaming
         operators, many of whom are waiting for the legal and regulatory
         environment to become more clear. Additionally, the legislation passed
         by the government of Australia on new casino licenses may have also

Page 11 of 17
<PAGE>

         adversely impacted sales of our products. The legislation forbids
         Australian citizens from Internet casino gambling, although operators
         may run Internet casinos in the country.

         Operating Expenses. Operating expenses decreased by 8% or $95,411 in
         the third quarter 2001 over the same period in 2000. The decrease was
         largely due to the Company streamlining costs and reducing overhead.

         Other Expenses. Other expenses were $183,374 in the third quarter of
         2001, a decrease of $81,626, or about 31% compared to the same period
         in 2000. Included in other expenses are refunds to customers for prior
         year sales for $182,500. Management believes that these refunds are the
         last of a series of refunds made to customers for obligations of the
         Company not satisfactorily fulfilled. Other Expense includes a
         settlement of a prior year disputed debt for $30,000, which is offset
         by a gain of $38,679 in lieu of a final settlement of a Note Payable.


         Nine Months Ended September 30, 2001 and 2000
         ---------------------------------------------

         Net Revenues. The Company's revenues decreased approximately 70% in
         2001 over the same period in 2000. Revenues from operations for the
         nine months ended September 30, 2001 were $693,937, as compared with
         $2,231,027 for the same period in 2000. The decrease in revenues was
         attributable to a significant decrease in sales of our software
         products. Most of the revenue during the first nine months of 2001
         emanated from recurring software royalty fees, and the initial order
         for our gaming devices. During the first nine months of 2000, most of
         the revenue emanated from the sales of our software products. The
         moratorium imposed on new Internet casinos in Australia during 2000
         partially accounted for the decrease in sales.

         We believe that future revenue will likely emanate more from
         traditional land-based gaming operators who are entering the Internet
         Gaming business, as opposed to the Internet gaming companies who have
         been the major customers over the past few years.

         Many of the land-based operators appear to be taking a cautious
         approach upon entering the Internet gaming market, waiting for the
         legal and regulatory framework to become apparent. Accordingly, we
         expect fewer sales of our software products for the foreseeable future,
         but to more significant customers demand robust, managed solutions.


         Operating Expenses. Operating expenses decreased by 12% or $427,755 for
         the nine months ended September 30, 2001 over the same period in 2000.
         The decrease was largely due to cost cutting efforts, decreased support
         staffing and the Company relocating and consolidating certain of its
         operations to Las Vegas during the third quarter of 2000. These
         decreases were partially offset by additional resources allocated to
         further development of our software products.

         Other Expense. Included in other expense is a settlement of a $200,000
         prior debt. During the second quarter of 2001, the Company issued
         225,000 shares of common stock in exchange for cancellation of the
         debt. Also included in other expenses are refunds to

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<PAGE>

         customers for prior year sales for $ 182,500. Management believes that
         these refunds are the last of a series of refunds already made to
         customers for obligations of the Company not satisfactorily fulfilled.
         These other expenses were partially offset by settlements made with
         long outstanding Accounts Payables.

         Liquidity and Capital Resources
         -------------------------------

         Cash and cash equivalents totaled $34,566 at September 30, 2001. Net
         cash used from operations was $3,218,385 primarily due to a Net Loss
         for the nine months ended September 30, 2001 of $3,284,993.

          Net cash used in investing activities for the nine months ended
         September 30,2001, was $205,548 for the purchase of patents and
         licenses and payments made for the further development of the Company's
         software.

         Net cash provided from financing activities for the nine months ended
         September 30, 2001, was $3,425,570. HCI, the Company's largest
         stockholder funded the finance Company operations with the issuance of
         approximately $3,500,000 in convertible debt.

         Management believes that cash generated from future operations and
         continuing participation of HCI will be sufficient to satisfy the
         Company's current anticipated cash requirements.

         Forward-Looking Statements
         --------------------------

         The matters discussed in Management's Discussion and Analysis and
         throughout this report that are forward-looking statements are based on
         current management expectations that involve risk and uncertainties.
         Potential risks and uncertainties include, without limitation; the
         impact of economic conditions generally and in the industry for
         Internet gaming products and services; dependence on key customers;
         continued competitive and pricing pressures in the industry;
         open-sourcing of products; rapid product improvement and technological
         change; capital and financing availability; and other risks set forth
         herein.

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<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

                                     PART II

Item 1.           Legal Proceedings


                  During the second quarter of 2001, the Company engaged in
                  mediation proceedings with Home Broadband Network, Inc. During
                  1998, we acquired the assets of Axxsys International in
                  exchange for 200,000 shares of stock. Axxsys and its
                  affiliates filed suit subsequently against Atlantic
                  International Entertainment seeking injunctive relief based on
                  numerous allegations, the essence of which was that the
                  200,000 shares of Atlantic stock was not adequate
                  consideration for the transfer of the Axxsys assets. Axxsys
                  now does business as Home Broadband Network. The Company was
                  formerly Atlantic International Entertainment. The mediation
                  effort was not successful, and a non-jury trial is expected to
                  be scheduled sometime during the fourth quarter of this year.

                  The Company has sued a former employee (Cobrero) for failure
                  to perform duties and for inducing the Company to pay him for
                  software he did not deliver. The employee has counter sued,
                  seeking approximately $30,000 in medical expenses, with the
                  Company failing to provide "COBRA" notice. This case will be
                  scheduled for a non-jury trial during the first quarter of
                  2002.

                  During the second quarter of 2001 a former employee (Iamunno)
                  threatened to bring suit against the Company for repayment of
                  loans totaling about $134,000, as provided for in his
                  termination letter with the Company. The petitioner also
                  asserts he is owed monies regarding a previous acquisition
                  made by the Company. The Company has counter-demanded set-off
                  expenses, and damages related to his conduct during and after
                  his employment with the Company. The arbitration is scheduled
                  for November 29, 2001.


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.

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<PAGE>

Item 6.           Exhibits and Reports on Form 8-K

                  (a)      Not applicable
                  (b)      Form 8-K - July 7, 1999




         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.


                                            Online Gaming Systems, Ltd.



Date:    November 13, 2001          By:     /s/ GARY RAMOS
                                            ------------------------------------
                                                     (Signature)
                                            Gary Ramos
                                            President / Chief Executive Officer

                                    By:     /s/ LAWRENCE P. TOMBARI
                                            ------------------------------------
                                                     (Signature)
                                             Lawrence P. Tombari
                                             Chief Financial Officer

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