<PAGE>

                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 March 31, 2002
                                       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 May 14, 2002
---------------------------------          -------------------------------
  Common Stock, $.001 par value                       95,394,702

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Heading                        Part I. FINANCIAL INFORMATION                             Page
-------                        -----------------------------                             ----
<S>        <C>                                                                            <C>
Item 1     Financial Statements .....................................................     2

           Consolidated Balance Sheet-March 31, 2002 (Unaudited) ....................     3

           Consolidated Statement of Operations-Three Months Ended March 31, 2002
           (Unaudited) ..............................................................     4

           Consolidated Statement of Cash Flows-Three Months Ended March 31, 2002
           (Unaudited) ..............................................................     5

           Notes to Consolidated Financial Statements (Unaudited) ...................     6-9

Item 2     Management's Discussion and Analysis of Financial Condition and Results of
           Operation ................................................................     9-10

                               Part II. OTHER INFORMATION
                               --------------------------

Item 1     Legal Proceedings ........................................................     11

Item 2     Change in Securities .....................................................     11

Item 3     Defaults Upon Senior Securities ..........................................     11

Item 4     Submission of Matters to a Vote of Securities Holders ....................     11

Item 5     Other Information ........................................................     11

Item 6     Exhibits and Reports on Form 8-K .........................................     11

           Signatures ...............................................................     12
</TABLE>

                                        i
<PAGE>

                                     PART 1

Item 1.    Financial Statements

           The following unaudited financial Statements for the three-month
           period ended March 31, 2002, have been prepared by Online Gaming
           Systems, Ltd. (the "Company") and Subsidiary.

Page 2 of 12
<PAGE>

                   ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY

                              Financial Statements

                                 March 31, 2002

                   ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                March 31, 2002       December 31, 2001
                                                               ----------------      -----------------
 <S>                                                           <C>                   <C>
 Assets:

 Current Assets:
   Cash                                                        $         88,113      $         123,097
   Other Current Assets                                                  18,568                 22,918
                                                               ----------------      -----------------

   Total Current Assets                                                 106,681                146,015

 Property and Equipment-Net                                             158,164                214,393

 Other Assets
   Intangible Assets-Net                                                336,153                319,333
                                                               ----------------      -----------------

   Total Assets                                                $        600,998      $         679,741
                                                               ----------------      -----------------

 Liabilities and Stockholders' Equity:

 Current Liabilities:

   Accounts Payable and Accrued Expenses                       $        361,934      $         379,125
   Notes Payable-Officers                                                    --                 34,680
   Accrued Interest-Related Party                                       916,145                804,098
   Note Payable                                                          47,500                 22,500
   Capital Lease Obligations                                             28,267                 34,874
                                                               ----------------      -----------------

   Total Current Liabilities                                          1,353,846              1,275,277

 Convertible Notes Payable-Related Party                              4,484,907              3,734,907

 Total Liabilities                                                    5,838,753              5,010,184

 Commitments and Contingencies                                               --                     --

 Stockholders' (Deficit):

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

 Common Stock-Par value $.001 Per Share;
   Authorized 100,000,000 Shares, Issued- 95,394,702 Shares              95,394                 94,546

 Additional Paid-in Capital                                          18,654,164             18,615,665

 Treasury Stock, 811,767 Common Shares-At Cost                       (1,730,485)            (1,730,485)

 Accumulated (Deficit)                                              (22,256,828)           (21,310,169)
                                                               ----------------      -----------------

 Total Stockholders' (Deficit)                                       (5,237,755)            (4,330,443)
                                                               ----------------      -----------------

 Total Liabilities and Stockholders' (Deficit)                 $        600,998      $         679,741
                                                               ----------------      -----------------
</TABLE>

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

Page 3 of 12
<PAGE>

                   ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    Three Months ended March 31,
                                                              ---------------------------------------

                                                                    2002                   2001
                                                              ----------------       ----------------
<S>                                                           <C>                    <C>
Revenue                                                       $         64,974       $        225,105

Cost of Sales                                                               --                  9,058
                                                              ----------------       ----------------

Gross Profit                                                            64,974                216,047
                                                              ----------------       ----------------

Operating Expenses:
   General and Administrative                                          803,356                742,435
   Depreciation and Amortization                                        86,409                 59,982
                                                              ----------------       ----------------

   Total Operating Expenses                                            889,765                802,417
                                                              ----------------       ----------------

   [Loss] from Operations                                             (824,791)              (586,370)
                                                              ----------------       ----------------

Other [Expenses] Income:
   Interest Expense-Related Party                                     (112,047)              (126,000)
   Interest Expense                                                    (11,618)                (4,795)
   Settlement of debt                                                       --                 78,142
   Other Income [Expense]                                                1,796                     --
                                                              ----------------       ----------------

   Other [Expenses] Income - Net                                      (121,869)               (52,653)
                                                              ----------------       ----------------

[Loss] from Operations Before
   Income Tax [Benefit] Expense                                       (946,660)              (639,023)

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

   [Loss] from Operations                                             (946,660)              (639,023)
                                                              ----------------       ----------------

   Net [Loss]                                                         (946,660)              (639,023)

   Preferred Stock Dividend in Arrears                                      --                 11,250
                                                              ----------------       ----------------

   Net [Loss] Available to
   Common Stockholders                                        $       (946,660)      $       (650,273)
                                                              ----------------       ----------------

   Basic and Diluted Net [Loss]
   Per Share of Common Stock                                  $          (0.01)      $          (0.04)

   Weighted Average Shares of Common
   Stock Outstanding-Basic and Diluted                              95,040,042             14,955,925
</TABLE>

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

Page 4 of 12
<PAGE>

                   ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    Three Months Ended March 31,
                                                              ---------------------------------------
                                                                    2002                    2001
                                                              ----------------       ----------------
<S>                                                           <C>                    <C>
Operating Activities:
   [Loss] from Operations                                     $       (946,660)      $       (639,023)
   Adjustments to Reconcile Net [Loss] Income to
     Net Cash [Used for] Operating Activities:
     Depreciation and Amortization                                      86,409                 59,982

   Changes in Assets and Liabilities:
     [Increase] Decrease in:
       Prepaid Expenses
       Other Assets                                                      4,349                    688

     Increase [Decrease] in:
       Accounts Payable and Accrued Expenses                           (17,191)              (480,336)
       Accrued Interest - Related Party                                112,047                126,000
                                                              ----------------       ----------------

     Net Cash - Operating Activities:                                 (761,046)              (932,689)
                                                              ----------------       ----------------

Investing Activities:
   Purchase of Patents and Licenses                                         --               (125,000)
   Purchase of Property, Equipment, and Capitalized Software           (47,000)                    --
                                                              ----------------       ----------------

   Net Cash - Investing Activities                                     (47,000)              (125,000)
                                                              ----------------       ----------------

 Financing Activities:
   Proceeds from Issuance of Common Stock                               39,349                     --
   Proceeds from Sale of Treasury Stock                                     --                 14,062
   Increase (Decrease) in Loan Payable to Officer                      (34,680)                65,000
   Proceeds from Note Payable                                           25,000                125,000
   Proceeds from Convertible Note Payable - Related Party              750,000              1,303,642
   Repayments of Note Payable                                               --                (50,000)
   Repayments of Lease Payable                                          (6,607)               (14,581)
                                                              ----------------       ----------------

   Net Cash - Financing Activities                                     773,062              1,443,123
                                                              ----------------       ----------------

[Decrease] Increase in Cash and Cash Equivalents                       (34,984)               385,434

Cash and Cash Equivalents - Beginning of Period                        123,097                 32,929
                                                              ----------------       ----------------

Cash and Cash Equivalents - End of Period                     $         88,113       $        418,363
                                                              ================       ================

Supplemental Disclosures of Cash Flow Information:
   Cash paid during the years for:
     Interest                                                 $         11,618       $          4,795
</TABLE>

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

Page 5 of 12
<PAGE>

                   ONLINE GAMIING SYSTEMS, LTD. AND SUBSIDIARY
             Notes to Consolidated Financial Statements (Unaudited)
                                 March 31, 2002

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 three-month
               period ended March 31, 2002, are not necessarily indicative of
               the results of operations to be reported for the full year ending
               December 31, 2002. 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-KSB for
               the year ended December 31, 2001.

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

               Income fees derived from customers are concentrated amongst
               numerous customers, with the following contributing more than 10
               percent of the Company's revenues during the quarter ending March
               31, 2002:

                    Customer A-Software Sale Installment        46%
                    Customer B-Hardware Project                 28%
                    Customer C-Software Support Fees            23%

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

               At March 31, 2002, the Company had a $4,484,907 convertible note
               payable balance due Hosken Consolidated Investments ["HCI"]. As
               of March 31, 2002, subsidiaries of HCI owned approximately 86% of
               the outstanding shares of the Company's common stock. HCI is a
               South African investment holding company involved in various
               technology industries. Terms of the revised loan agreement
               provide for an extension of the maturity to repay all principal
               outstanding and related accrued interest by December 31, 2003.
               The notes payable are secured by substantially all assets of the
               Company. In November 2001, HCI converted $3,600,000 of
               convertible debt into 60,000,000 shares of the Company's common
               stock. As of March 31, 2002 the Company has accrued $916,145 in
               interest related to the convertible debt borrowing. During the
               quarter ended March 31, 2002, the Company repaid HCI
               approximately $11,014 in accrued interest.

               During the first quarter of 2002, HCI advanced the Company
               $750,000 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 2002, HCI has
               advanced the Company $400,000 via convertible notes.

Page 6 of 12
<PAGE>

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

               In January 2001, 1,610 shares of the Company's preferred stock
               was converted into 500,000 shares of the Company's common stock.

               In March 2001, 9,000 shares of preferred stock owned by HCI were
               converted into 18,610,422 shares of the Company's common stock.

               In April 2001, the Company issued 225,000 shares of its common
               stock as part of a settlement with a former public relations
               consultant. The value of the shares was approximately $13,500 or
               $.06 per share, and was charged to operations in fiscal 2001.

               During fiscal 2001, both the Chief Executive Officer and Chief
               Financial Officer of the Company purchased 208,334 and 333,333
               shares of the Company's common stock, for $.06 per share.

               During the first quarter 2002, the Chief Financial Officer of the
               Company purchased 166,667 shares of the Company's common stock,
               for $.06 per share.

               During the first quarter 2002, the former Chief Executive Officer
               of the Company was issued 561,766 shares of the Company's common
               stock, in settlement of a loan amount due to the former Chief
               Executive Officer of $34,683.

               In January 2002, the Company received a purchase money mortgage
               note from a consultant calling for the purchase of 30,000 shares
               per month for 12 months at a price of $.05 per share, the closing
               price on the date when the agreement was negotiated. On January
               2, 2002, the Company issued the initial 30,000 shares of its
               common stock in exchange for $1,500. On February 7, 2002, the
               Company issued another 90,000 shares of its common stock in
               exchange for $4,500.

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
               anti-dilutive effect on earnings per share.

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

               Your Move, Inc.
               ---------------

               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

Page 7 of 12
<PAGE>

               "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. Station Casinos is
               in the gaming and entertainment business and will owns 75 percent
               of Your Move, Inc.

               UnoDosTres.com
               --------------

               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
               Internet casino being developed by Ahead Investments (see below)
               is the first casino related to this agreement.

               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 American 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.

               Internet Casino Contract-Ahead Investments Limited
               --------------------------------------------------

               In February 2002, the Company entered into a management agreement
               with Ahead Investments Limited ("AI"), a wholly owned subsidiary
               of HCI. At December 31, 2001, the agreement entails the creation
               of a yet unspecified separate entity that will own an Internet
               casino and be managed by the Company. Ownership of the Company is
               as follows.

                               AI         88.60%
                            Other         11.40%

               In addition, the agreement provides an option for certain OGS
               personnel to purchase an aggregate of an 18.5% ownership of the
               entity in exchange for a total of $110,000. AI will provide
               funding for the project, to be about $1,100,000. The agreement
               provides that AI will purchase from the Company a software
               license fee of $250,000 plus pay the Company $200,000 for costs
               related to obtaining an online casino licensing for the new
               entity. The purchase of the license fee and payment of the online
               casino licensing fee costs will be financed by the Company. Terms
               of the financing provisions provide for AI to incur interest at a
               rate of 10% per annum, with the $250,000 and $200,000 lump sums
               amounts maturing in December 2003. AI reserves the right to
               offset the notes

Page 8 of 12
<PAGE>

               payable due them by the Company with the interest and purchase
               price incurred in connection with the software license purchase
               and online casino licensing costs.

               The Company will manage the casino for AI, for a minimum
               management fee of $600,000 per annum, plus incentive of up to
               $2,000,000 annually if certain operating thresholds are met.
               Additionally, OGS will receive $12,500 (increasing to $15,000)
               per month under a software support and maintenance agreement. In
               the event the marketing and operations agreement is terminated,
               AI may exercise a "put option" which requires the Company to
               purchase from AI and the remaining shareholders all of the shares
               on the separate company based upon a fair market value per share.
               The fair market value shall have a minimum value of $1,300,000.
               The agreement also provides that the Company may exercise a "call
               option" to require that AI and all remaining shareholders to sell
               to the Company their respective shares outstanding for a fair
               value with a minimum value of $1,500,000. The Company may not
               exercise the call option if AI elects to utilize its put option.

               Convertible Debt Conversion
               ---------------------------

               During the fourth quarter of 2001 Hosken Consolidated Investment
               Limited announced its intention to convert a portion of its
               ownership of the Company's convertible debt into common stock of
               the Company, and to amend certain terms of the remaining notes.
               Additionally, HCI informed the Company of its intention to
               provide additional funding of up to $1 million.

               HCI converted $3.6 million of its convertible debt into
               60,000,000 shares of the Company's common stock. The conversion
               price was set at $.06, the closing price of OGAM common stock on
               November 27, 2001. Prior to the conversion, HCI owned 18,698,120
               shares or about 55 percent of the outstanding common stock of the
               Company. Pro forma the conversion of the debt, HCI owns
               78,698,120 shares or about 83 percent of the common stock of the
               Company.

               HCI also agreed amend the terms of its debt, extending the
               maturity of the remaining notes to December 31, 2003. The
               previous maturity date on the notes was December 31, 2001 and the
               Company had been in default on the notes. The Company will no
               longer be in default on the notes.

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

               During the second quarter of 2002, HCI has advanced the Company
               $400,000 via convertible notes.

Page 9 of 12
<PAGE>

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

       Result of Operations
       --------------------

       Three Months Ended March 31, 2002 and 2001
       ------------------------------------------

       Net Revenues. The Company's revenues decreased approximately 71% in 2002
       over the same period in 2001. Revenues from operations in the first
       quarter 2002 were $69,474 as compared with $225,105 for the same period
       in 2001. The decrease in revenue was primarily due to decreases in
       fee-paying customers emanating from a general industry slowdown apparent
       since the third quarter of 2001, decreased sales of hardware products and
       the absence of new sales of our products. We allocated our limited
       resources to increased product development, as opposed to marketing and
       sales, to better position the company to benefit from changes occurring
       in the industry.

       Operating Expenses. Operating expenses increased by 11% or $87,348 in the
       first quarter 2002 over the same period in 2001. The increase was largely
       due to severance charges, as we reduced overhead relative to significant
       contraction in our Excel Design business, and software development, as we
       largely completed our new FIRE product during the first quarter, and
       submitted for beta testing. We expect operating expenses to be
       substantially lower for the remainder of the year.

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

       Cash and cash equivalents totaled $88,113 at March 31, 2002. Net cash
       used from operations was $736,046 primarily due to a Net Loss for the
       three months ended March 31, 2002 of $946,660 and offset by an increase
       in accrued interest to a related party of $112,047.

       Net cash used in investing activities for the three months ended March
       31, 2002, was $47,000 for payments made for the further development of
       the Company's software.

       Net cash provided from financing activities for the three months ended
       March 31, 2001, was $773,062. HCI, the Company's largest stockholder
       funded the finance activities.

       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. Failure to obtain
       sufficient funding from HCI could adversely effect the operating ability
       of the Company.

       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.

Page 10 of 12
<PAGE>

                   ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY

                                     PART II

Item 1.        Legal Proceedings

               During the second quarter of 2001, the Company engaged in
               mediation proceedings with Home Broadband Network, Inc. On
               November 8, 1998, we acquired the assets of Axxsys International
               in exchange for 200,000 shares of stock. Axxsys and its
               affiliates filed suit on November 17, 1998 against Atlantic
               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, Inc.
               Since Axxsys and its affiliates waited until January, 1999 to
               serve OGS with the action and since they have an adequate remedy
               in the form of damages, it is very likely that this suit will not
               proceed beyond the pleading stage. However, it is anticipated
               that Axxsys will amend their pleadings to seek damages. Counsel
               believes that there is no merit to this action. This case is
               currently not set for trial.

               The Company has sued a former employee (Cabrero) for failure to
               perform duties and for inducing the Company to pay him for
               software he did not deliver. The employee has countersued,
               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.

Item 2.        Changes in Securities

               This Item is not applicable to the Company.

Item 3.        Defaults upon Senior Securities

               This Item is no 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)       Not applicable
               (b)       Reports on Form 8-K
               (i)       Form 8-K: Change of independent accountants, - January
                         30, 1997
               (ii)      Form 8-K: Acquisition of The Eminet Domain, Inc- March
                         7, 1997

Page 11 of 12
<PAGE>

               (iii)     Form 8-K: Offer to purchase Coms21 shares, - May 27,
                         1998
               (iv)      Form 8-K: Changes to executive management, - March 29,
                         2002

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:    May 14, 2002      By:
                                 -----------------------------
                                         (Signature)
                                 J.A. Copelyn
                                 Chairman of the Board / Chief Executive Officer

                           By:
                                 -----------------------------
                                         (Signature)
                                 Lawrence P. Tombari
                                 President/Chief Financial Officer

Page 12 of 12