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 June 30, 2000
                                       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 August 15, 2000
--------------------------------------    ---------------------------------
Common Stock, $.001 par value                        14,669,180


<PAGE>
                                TABLE OF CONTENTS


Heading                                                                    Page


                         PART 1. - FINANCIAL INFORMATION

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

          Consolidated Balance Sheet - June 30, 2000 (Unaudited)........     3-4

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

          Consolidated Statement of Cash Flows - Three Months ended
          June 30, 2000 (Unaudited) ....................................     6-7

          Consolidated Statement of  Cash Flows - Six Months ended
          June 30, 2000 (Unaudited).....................................     8-9

          Notes to Consolidated Financial Statements (Unaudited)........   10-12

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations.....................................   13-14


                          PART II. - OTHER INFORMATION

Item 1.   Legal Proceedings.............................................      15
Item 2.   Changes In Securities.........................................      15

Item 3.   Defaults Upon Senior Securities...............................      15

Item 4.   Submission of Matters to a Vote of Securities Holders ........      15

Item 5.   Other Information ............................................      15

Item 6.   Exhibits and Reports on Form 8-K..............................      15

          Signatures....................................................      16


<PAGE>

                                     PART 1


Item 1.   Financial Statements

          The following  unaudited  financial  Statements  for the
          period ended June 30, 2000, have been prepared by Online
          Gaming Systems, Ltd. (the "Company") and Subsidiaries.



                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

                              Financial Statements

                              June 30, 2000


Page 2 of 18
<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               AS OF JUNE 30, 2000


Assets:
Current Assets:
   Cash                                                       $   84,549
   Investments                                                   530,000
   Prepaid Expenses                                                8,757
   Other Current Assets                                           33,610
                                                              ----------

   Total Current Assets                                          656,916
                                                              ----------

Property and Equipment - Net                                     318,956
                                                              ----------

Equipment under Capitalized Lease - Net                          185,285
                                                              ----------

Other Assets
   Other Assets                                                  201,908
   Investment                                                  1,300,000
                                                              ----------

   Total Other Assets                                          1,501,908
                                                              ----------

   Total Assets                                               $2,663,065
                                                              ==========


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







Page 3 of 18

<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               AS OF JUNE 30, 2000



Liabilities and Stockholders' Equity:
Current Liabilities:
   Accounts Payable and Accrued Expenses                           $    823,352
   Notes Payable - Officers                                             112,350
   Note Payable and Advances                                          1,082,868
   Current Portion of Capital Lease Obligations                          83,484
                                                                   ------------

   Total Current Liabilities                                          2,102,054

Capital Lease Obligations                                               108,281
                                                                   ------------
                                                                      2,210,335

Stockholders' Equity:
   Convertible Preferred Stock - Par Value $.001 Per Share;
      Authorized 10,000,000 Shares, Issued and Outstanding,
      10,610 shares [Liquidation Preference $ 1,061,000]                     11

   Common Stock - Par Value $.001 Per Share;
      Authorized 100,000,000 Shares, Issued - 14,298,180 Shares          14,298

Additional Paid-in Capital                                           14,113,400

Treasury Stock, 968,767 Common Shares - At Cost                      (1,744,547)
Accumulated Comprehensive Loss                                       (1,607,000)
Accumulated [Deficit]                                                (9,923,432)

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

Total Stockholders' Equity                                              452,730
                                                                   ------------

Total Liabilities and Stockholders' Equity                         $  2,663,065
                                                                   ============


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







Page 4 of 18

<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
   CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

<TABLE>
<CAPTION>
                                                       Three Months ended            Six Months ended
                                                       ------------------            ----------------
                                                            June 30,                     June 30,
                                                            --------                     -------
                                                   2 0 0 0          1 9 9 9        2 0 0 0        1 9 9 9
                                                   -------          -------        -------        -------

<S>                                            <C>             <C>             <C>             <C>
Revenue                                        $    611,956    $    469,500    $  1,927,085    $    498,500

Cost of Sales                                        37,162         222,327         145,985         549,688
                                               ------------    ------------    ------------    ------------

Gross Profit [Loss]                                 574,794         247,173       1,781,100         (51,188)
                                               ------------    ------------    ------------    ------------

Operating Expenses:
   General and Administrative                       949,236       1,520,377       2,245,522       2,624,251
   Provision for Doubtful Accounts and Notes           --           896,820            --         1,222,155
   Depreciation and Amortization                     58,763          43,988          95,281          75,427
                                               ------------    ------------    ------------    ------------

   Total Operating Expenses                       1,007,999       2,461,185       2,340,803       3,921,833
                                               ------------    ------------    ------------    ------------

   [Loss] Income from Operations                   (433,205)     (2,214,012)       (559,703)     (3,973,021)
                                               ------------    ------------    ------------    ------------

Other [Expenses] Income:
   Interest Income                                     --            22,766            --            30,876
   Interest Expense                                 (12,140)         (6,503)        (21,491)        (22,632)
   Other Income [Expense]                        (1,200,000)        (25,046)     (1,200,000)      1,398,397
                                               ------------    ------------    ------------    ------------

   Other [Expenses] Income - Net                 (1,212,140)         (8,783)     (1,221,491)      1,406,641
                                               ------------    ------------    ------------    ------------

[Loss] from Continuing Operations Before
   Income Tax [Benefit] Expense                  (1,645,345)     (2,222,795)     (1,781,194)     (2,566,380)

Income Tax [Benefit] Expense                           --              --              --          (123,691)
                                               ------------    ------------    ------------    ------------

   [Loss] Income from Continuing Operations      (1,645,345)     (2,222,795)     (1,781,194)     (2,442,689)

Discontinued Operations:
     [Loss] from Operations of
     Discontinued Business Segment [Net
     of Income Tax [Benefit] of ($0) and
     $(30,521), for the six months ended
     June 30, 2000 and 1999,
     Respectively                                      --              --              --           (54,261)
                                               ------------    ------------    ------------    ------------

   Net [Loss]                                    (1,645,345)     (2,222,795)     (1,781,194)     (2,496,950)

Comprehensive Gain:
   Unrealized Holding [Loss] Gain
   arising during period                           (132,500)       (692,074)       (132,500)         52,169
                                               ------------    ------------    ------------    ------------

   Total Comprehensive [Loss]                  $ (1,778,845)   $ (2,914,869)   $ (1,913,694)   $ (2,444,781)
                                               ============    ============    ------------    ------------

   Net [Loss]                                  $ (1,645,345)   $ (2,222,795)   $ (1,781,194)   $ (2,496,950)

   Preferred Stock Dividend in Arrears               12,500           7,125          25,000          19,625
                                               ------------    ------------    ------------    ------------

   Net [Loss] Available to
   Common Stockholders                         $ (1,657,845)   $ (2,229,920)   $ (1,806,194)   $ (2,516,575)
                                               ------------    ------------    ------------    ------------

   [Loss] Per Common Share:
   Continuing Operations                       $      (0.12)   $      (0.17)   $      (0.13)   $      (0.20)
   Basic and Diluted Net [Loss] Income
   Per Share of Common Stock                   $      (0.12)   $      (0.17)   $      (0.13)   $      (0.20)
   Weighted Average Shares of Common
   Stock Outstanding                             14,096,360      12,984,561      14,003,112      12,784,845

</TABLE>

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


Page 5 of 18
<PAGE>

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

<TABLE>
<CAPTION>
                                                                    Three Months Ended
                                                                         June 30,
                                                                 2 0 0 0         1 9 9 9
                                                                 -------         -------

<S>                                                            <C>            <C>
Operating Activities:
   [Loss] Income from Continuing Operations                    $(1,645,345)   $(2,222,795)
   Adjustments to Reconcile Net [Loss] Income to
      Net Cash [Used for] Operating Activities:
      Depreciation and Amortization                                 58,763        264,830
      Provision for Doubtful Accounts                                 --          896,820
      Regulated Loss on Carrying Value of Investments            1,200,000            324
      Loss on Sale of Subsidiary                                      --           24,722

   Changes in Assets and Liabilities:
      [Increase] Decrease in:
         Accounts Receivable                                          --           11,801
         Prepaid Expenses                                             (644)        25,627
         Notes Receivable                                             --         (106,765)
         Restricted Cash                                              --          (10,165)
         Other Assets                                              (12,231)          --

      Increase [Decrease] in:
         Accounts Payable and Accrued Expenses                     (43,263)       134,760
                                                               -----------    -----------

      Net Cash - Continuing Operations                            (442,720)      (980,841)
                                                               -----------    -----------

Investing Activities - Continuing Operations:
   Purchase of Investments                                            --         (200,000)
   Purchase of Property, Equipment, and Capitalized Software          --          (24,012)
   Sale of Investments                                                --           69,236
                                                               -----------    -----------

   Net Cash - Investing Activities - Forward                   $      --      $  (154,776)

</TABLE>


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




Page 6 of 18
<PAGE>


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


<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                 June 30,
                                                                                 --------
                                                                         2 0 0 0           1 9 9 9
                                                                         -------           -------

<S>                                                                     <C>            <C>
   Net Cash - Operating Activities - Forwarded                          $  (442,720)   $  (980,841)
                                                                        -----------    -----------

   Net Cash - Investing Activities - Continuing Operations -
      Forwarded                                                                --         (154,776)
                                                                        -----------    -----------

Financing Activities - Continued Operations:
   Purchase of Treasury Stock                                                  --           (9,250)
   Proceeds from Issuance of Common Stock                                      --          217,369
   Proceeds from Issuance of Preferred Stock                                   --          569,943
   Increase in Loan Payable to Officer                                       16,000        263,750
   Proceeds from Short Term Borrowings                                      450,000        110,000
   Payment of Lease Payable                                                 (20,118)       (13,130)
   Decrease in Loan Receivable                                                 --          (49,524)
                                                                        -----------    -----------

   Net Cash - Financing Activities                                          445,882      1,089,158
                                                                        -----------    -----------

[Decrease] Increase in Cash and Cash Equivalents                              3,162        (46,459)

Cash and Cash Equivalents - Beginning of Period                              81,387          9,102
                                                                        -----------    -----------

Cash and Cash Equivalents - End of Period                               $    84,549    $   (37,357)
                                                                        ===========    ===========

Supplemental Disclosures of Cash Flow Information:
   Cash paid during the years for:
      Interest                                                          $    12,141    $    17,214

Supplemental Schedule of Non-Cash Investing and Financing Activities:
   Purchase of Assets under Capital Lease Financing                     $      --      $    67,778

</TABLE>


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






Page 7 of 18


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

<TABLE>
<CAPTION>
                                                                                                 Six Months Ended
                                                                                                     June 30,
                                                                                             2 0 0 0         1 9 9 9
                                                                                             -------         -------

<S>                                                                                       <C>            <C>
Operating Activities:
   [Loss] Income from Continuing Operations                                               $(1,781,194)   $(2,442,689)
   Adjustments to Reconcile Net [Loss] Income to
      Net Cash [Used for] Operating Activities:
      Depreciation and Amortization                                                            95,281        516,217
      Deferred Tax Asset                                                                         --         (123,691)
      Provision for Doubtful Accounts                                                            --        1,222,155
      Loss on Sale of Assets                                                                     --            3,100
      Realized Loss on Carrying Value of Investments                                        1,200,000            648
      Gain on Sale of Subsidiary                                                                 --       (1,231,750)

   Changes in Assets and Liabilities:
      [Increase] Decrease in:
         Accounts Receivable                                                                     --           13,715
         Prepaid Expenses                                                                       5,190          1,250
         Notes Receivable                                                                        --          (21,790)
         Other Assets                                                                         (18,116)        66,650

      Increase [Decrease] in:
         Accounts Payable and Accrued Expenses                                                 14,959       (106,364)
                                                                                          -----------    -----------

      Net Cash - Continuing Operations                                                       (483,880)    (2,102,549)
                                                                                          -----------    -----------

Discontinued Operations:
   [Loss] from Discontinued Operations                                                           --          (54,261)
   Adjustments to Reconcile Net [Loss] to Net Cash Operations:
   Depreciation and Amortization                                                                 --           38,220
   Provision for Doubtful Accounts                                                               --           18,915
   Changes in Net Assets and Liabilities                                                         --          238,577
                                                                                          -----------    -----------

   Net Cash - Discontinued Operations                                                            --          241,451
                                                                                          -----------    -----------

   Net Cash - Operating Activities - Forward                                                 (483,880)    (1,861,098)
                                                                                          -----------    -----------

Investing Activities - Continuing Operations:
   Increase in Due from Related Parties                                                          --             (828)
   Purchase of Investments                                                                       --         (318,429)
   Purchase of Property, Equipment, and Capitalized Software                                  (22,338)       (66,222)
   Sale of Investments                                                                           --        2,557,770
                                                                                          -----------    -----------

   Net Cash - Investing Activities - Continuing Operations -
      Forward                                                                             $   (22,338)   $ 2,172,291

</TABLE>


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




Page 8 of 18
<PAGE>
                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                            Six Months Ended
                                                                                                June 30,
                                                                                                --------
                                                                                          2 0 0 0      1 9 9 9
                                                                                      -----------    -----------

<S>                                                                                   <C>            <C>
   Net Cash - Operating Activities - Forwarded                                        $  (483,880)   $(1,861,098)
                                                                                      -----------    -----------

   Net Cash - Investing Activities - Continuing Operations -
      Forwarded                                                                           (22,338)     2,172,291
                                                                                      -----------    -----------

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

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

Financing Activities - Continuing Operations:
   Proceeds from Issuance of Common Stock                                                 250,000        217,312
   Proceeds from Issuance of Preferred Stock                                                 --          570,000
   Purchase of Treasury Stock                                                                --         (975,293)
   [Decrease] Increase in Loan Payable to Officer                                         112,350        133,750
   Payment of Notes Payable                                                                (5,850)      (100,000)
   Payment of Lease Payable                                                               (41,858)       (20,584)
   Decrease in Loan Receivable                                                               --         (324,286)
   Proceeds from Short Term Borrowings                                                    450,000        110,000
                                                                                      -----------    -----------

   Net Cash - Financing Activities                                                        764,642       (389,101)
                                                                                      -----------    -----------

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

   Net Cash Financing Activities Discontinued Operations                                     --            2,731

Net Increase [Decrease] in Cash and Cash Equivalents                                      258,424       (104,892)

Cash and Cash Equivalents - Beginning of Years                                           (173,875)        67,535
                                                                                      -----------    -----------

Cash and Cash Equivalents - End of Years                                              $    84,549    $   (37,357)
                                                                                      ===========    ===========

Supplemental Disclosures of Cash Flow Information:
   Cash paid during the years for:
      Interest                                                                        $    21,491    $    24,719

Supplemental Schedule of Non-Cash Investing and Financing Activities:
   Conversion of Preferred Stock into Common Stock                                    $       455    $       649
   Purchase of Assets under Capital Lease Financing                                   $      --      $    73,989
   Sale of Subsidiary for Note Receivable                                             $      --      $ 2,400,000

</TABLE>


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




Page 9 of 18
<PAGE>
                  ONLINE GAMIING SYSTEMS, LTD. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                                  June 30, 2000


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 six-month  period ended
            June 30,  2000,  are not  necessarily  indicative  of the results of
            operations  to be  reported  for the full year ending  December  31,
            2000.

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.

            However,  on December 10, 1999 the parties reformed the agreement to
            provide the sale of the company's  entire  interest in Eminet Domain
            in  exchange  for  $2,500,000  in  convertible  preferred  stock  in
            Atlantic Internet Holdings, Inc. a Florida Holding company.

            The sale  resulted in a gain of  $1,231,751  which is  reflected  in
            other income in 1999. The transaction resulted in the Eminet Domain,
            Inc being treated as a discontinued operation. The investment in the
            preferred stock has  subsequently  being written down, the resulting
            write down of $1,200,000 is reflected in other (Expense).

Note 3 -    Major Customers
            ---------------

            Income fees derived from major customers are tabulated as follow:

<TABLE>
<CAPTION>
                                              Three Months Ended       Six Months Ended
                                                    June 30                June 30
                                               2000         1999       2000        1999

<S>                                           <C>          <C>        <C>         <C>
            Customer A (Software System)      150,000           --    425,000           --
            Customer B (Software System)      150,000           --    225,000           --
            Customer C (Software System)      150,000           --    210,000           --
            Customer D (Software System)           --           --    325,000           --
            Customer E (Software System)           --           --    120,000           --
            Customer F (Software System)           --      247,500         --      247,500
            Customer G (Software System)           --       60,000         --       60,000
            Customer H (Software System)           --      130,000         --      130,000
</TABLE>


                  ONLINE GAMIING SYSTEMS, LTD. AND SUBSIDIARIES
        Notes to Consolidated Financial Statements (Unaudited)(Continued)
                                  June 30, 2000

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

            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.

            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  Investments,  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.

            In the  fourth  quarter  of 1999,  9,300  shares  of 5%  Convertible
            Preferred  Stock,  $.001 par value were issued 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  corporations  common
            stock for the ONLINE GAMIING SYSTEMS, LTD. AND SUBSIDIARIES Notes to
            Consolidated  Financial Statements  (Unaudited)(Continued)  June 30,
            2000


Page 11 of 18
<PAGE>
                  ONLINE GAMIING SYSTEMS, LTD. AND SUBSIDIARIES
        Notes to Consolidated Financial Statements (Unaudited)(Continued)
                                  June 30, 2000


Note 4 -    Capital Stock [Continued]
            -------------------------

            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 $105,430  holders of the above  preferred stock are
            entitled to; (i) quarterly  cumulative  dividends at the rate 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 the first  quarter of 2000,  250,000 share of common stock of the
            company were issued to investors.


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.


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

            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.

            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.






Page 12 of 18

<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 June 30, 2000 and 1999
            -----------------------------------------

            Net Revenues. The Company's revenues increased  approximately 30% in
            2000 over the same period in 1999.  Revenues from  operations in the
            first  quarter 2000 were $ 611,956,  as compared  with $ 469,500 for
            the same period in 1999.  The increase in revenues was the result of
            the  enhancement  and  upgrading  of its  product  as well as global
            expansion  of  the  company's   products.   The  Company's  overseas
            distribution  outlets namely Australia began generating  substantial
            revenues.  The large  resources  allocated to sales and marketing in
            1999 contributed to the revenue growth in the first quarter 2000.

            Cost of Revenues.  Cost of revenues  increased  83% in 2000 over the
            same period in 1999.  The  decrease  resulted  from the  decrease in
            amortization of capitalized  software  development  costs,  which is
            reflected in cost of revenues.

            Operating Expenses. Operating expenses decreased by 36% or $ 556,366
            in the  second  quarter  2000  over the  same  period  in 1999.  The
            decrease was largely due to cost cutting  efforts,  expenses related
            to product development and decreased support staffing.

            Provision for Doubtful Accounts.  Provision for doubtful accounts in
            the second  quarter 2000 were $ 0 as compared with $ 896,820 for the
            same period in 1999.  The decrease  resulted  from  management  only
            recording revenues when monies have been received from a sale.

            Other  Expense.  Other expense  increased by $1,200,000 in 2000 over
            the same  period  in 1999.  This  resulted  from a write  down of an
            investment of convertible  preferred stock in the Company's formally
            wholly owned subsidiary.

            Six Months Ended June 30, 2000 and 1999
            ---------------------------------------

            Net Revenues. The Company's revenues increased approximately 287% in
            2000 over the same period in 1999.  Revenues from operations for the
            six months ended June 30, 2000 were $ 1,927,085,  as compared with $
            498,500 for the same period in 1999.  The  increase in revenues  was
            the result of the  enhancement  and upgrading of its product as well
            as  global  expansion  of  the  company's  products.  The  Company's
            overseas  distribution  outlets namely  Australia  began  generating
            substantial  revenues.  The large  resources  allocated to sales and
            marketing  in 1999  contributed  to the revenue  growth in the first
            quarter 2000.

            Cost of Revenues.  Cost of revenues decreased 73% for the six months
            ended  June 30,  2000  over the same  period in 1999.  The  decrease
            resulted from the decrease in amortization  of capitalized  software
            development costs, which is reflected in cost of revenues.


Page 13 of 18
<PAGE>

            Operating Expenses. Operating expenses decreased by 16% or $ 358,875
            for the six months ended June 30, 2000 over the same period in 1999.
            The  decrease  was largely  due to cost  cutting  efforts,  expenses
            related to product development and decreased support staffing.

            Provision for Doubtful Accounts. Provision for doubtful accounts for
            the six months  ended June 30,  2000 were $ -0- as  compared  with $
            1,222,155  for the same period in 1999.  The decrease  resulted from
            management  only  recording  revenues when monies have been received
            from a sale.




                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

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


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

            Six Months Ended June 30, 2000 and 1999
            ---------------------------------------

            Other Income. Other income decreased by approximately  $1,133,853 in
            2000  over the same  period  in 1999.  A gain on sale of  $1,231,751
            resulted from a percentage  interest  sold of the  Company's  wholly
            owned  subsidiary in 1999. 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.

            Other  Expense.  Other expense  increased by $1,200,000 in 2000 over
            the same  period  in 1999.  This  resulted  from a write  down of an
            investment of convertible  preferred stock in the Company's formally
            wholly owned subsidiary.

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

            Cash,  cash  equivalents  and marketable  securities,  which consist
            primarily of high risk, priced  securities  totaled $614,549 at June
            30, 2000 compared to  $2,575,437  at June 30, 1999.  The decrease in
            cash, cash  equivalents and marketable  securities was due primarily
            to high risk priced securities decreasing in value and negative cash
            flow from operations.  Management  believes that cash generated from
            future  operations as well as a firm  commitment  from an affiliated
            company and significant  stockholder to fund future  operations will
            be  sufficient  to satisfy the Company's  current  anticipated  cash
            requirements.




Page 14 of 18
<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

                                     PART II

Item 1.     Legal Proceedings

            Litigation  - The Company is party to  litigation  arising  from the
            normal course of business.  In management's opinion, this litigaiton
            willnot materially affect the Company's financial position,  results
            of operations or cash flows.

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

                        27          Financial Data Schedule


Page 15 of 18
<PAGE>

            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:  August 21, 2000
                                   Online Gaming Systems, Ltd.


                                   By: /s/ Gary Ramos
                                      -------------------------------------
                                                   (Signature)
                                       Gary Ramos/Chief Executive Officer

                                  By:  /s/ Peter Lawson
                                      -------------------------------------
                                                   (Signature)
                                      Peter Lawson, President/
                                      Chief Financial Officer