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, 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 May 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 - March 31, 2000 (Unaudited)......  3-4

            Consolidated Statement of  Income and Comprehensive
            Income (Unaudited)...........................................  5-6

            Consolidated Statement of Cash Flows - Three Months ended
            March 31, 2000 (Unaudited) ..................................  7-8

            Notes to Consolidated Financial Statements (Unaudited).......  9-11

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


                          PART II. - OTHER INFORMATION

Item 1.     Legal Proceedings............................................  13

Item 2.     Changes In Securities........................................  13

Item 3.     Defaults Upon Senior Securities..............................  13

Item 4.     Submission of Matters to a Vote of Securities Holders .......  13

Item 5.     Other Information ...........................................  13

Item 6.     Exhibits and Reports on Form 8-K.............................  13

            Signatures...................................................  14


<PAGE>
                                     PART 1


Item 1.     Financial Statements

            The following  unaudited  Financial  Statements for the period ended
            March 31, 2000,  have been prepared by Online Gaming  Systems,  Ltd.
            (the "Company") and Subsidiaries.



                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

                              Financial Statements

                                 March 31, 2000


                                        2

<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                              AS OF MARCH 31, 2000


Assets:
Current Assets:
   Cash and Cash Equivalents                                  $   81,387
   Investments                                                   662,500
   Prepaid Expenses                                                7,916
   Other Current Assets                                           32,306
                                                              ----------

   Total Current Assets                                          784,109
                                                              ----------

Property and Equipment - Net                                     350,288
                                                              ----------

Equipment under Capitalized Lease - Net                          207,556
                                                              ----------

Other Assets:
   Other Assets                                                  195,498
   Investments                                                 2,500,000
                                                              ----------

   Total Other Assets                                          2,695,498
                                                              ----------

   Total Assets                                               $4,037,451
                                                              ==========

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




                                        3


<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                              AS OF MARCH 31, 2000


Liabilities and Stockholders' Equity:
Current Liabilities:
   Accounts Payable and Accrued Expenses                         $    880,715
   Notes Payable - Officers                                            96,350
   Current Portion of Long Term Debt                                  618,768
   Current Portion of Capital Lease Obligations                        99,473
                                                                 ------------

   Total Current Liabilities                                        1,695,306

Capital Lease Obligations                                             112,410
                                                                 ------------

   Total Liabilities                                                1,807,716
                                                                 ------------

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)                                (1,474,500)

   Accumulated [Deficit]                                           (8,278,927)

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

   Total Stockholders' Equity                                       2,229,735
                                                                 ------------

   Total Liabilities and Stockholders' Equity                    $  4,037,451
                                                                 ============


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





                                        4


<PAGE>

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

<TABLE>
<CAPTION>
                                                                              Three Months ended
                                                                              ------------------
                                                                                   March 31,
                                                                                   ---------
                                                                           2 0 0 0         1 9 9 9
                                                                           -------         -------

<S>                                                                       <C>            <C>
Revenue                                                                   $ 1,315,129    $    29,000

Cost of Sales                                                                 108,823        268,848
                                                                          -----------    -----------

Gross [Loss] Profit                                                         1,206,306       (239,848)
                                                                          -----------    -----------

Operating Expenses:
   Research and Development                                                      --           58,513
   General and Administrative                                               1,296,286      1,103,874
   Provision for Doubtful Accounts and Notes                                     --          325,335
   Depreciation and Amortization                                               36,518         31,439
                                                                          -----------    -----------

   Total Operating Expenses                                                 1,332,804      1,519,161
                                                                          -----------    -----------

   [Loss] from Operations                                                    (126,498)    (1,759,009)
                                                                          -----------    -----------

Other [Expenses] Income:
   Interest Income                                                               --            8,110
   Interest Expense                                                            (9,351)       (16,129)
   Other Income [Expense]                                                   1,423,443
                                                                          -----------    -----------

   Other [Expenses] Income - Net                                               (9,351)     1,415,424
                                                                          -----------    -----------

[Loss] from Continuing Operations Before
   Income Tax [Benefit] Expense                                              (135,849)      (343,585)

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

   [Loss] from Continuing Operations                                         (135,849)      (219,894)

Discontinued Operations:
    [Loss] from Operations of Discontinued Business
      Segment [Net of Income Tax [Benefit] of ($0) and ($30,521),
      for the three months ended March 31, 2000 and 1999, Respectively]          --          (54,261)
                                                                          -----------    -----------

   Net [Loss]                                                                (135,849)      (274,155)

Comprehensive (Loss) Gain:
   Unrealized Holding (Loss) Gain arising during period                          --          744,243
                                                                          -----------    -----------

   Total Comprehensive (Loss) Income                                      $  (135,849)   $   470,088
                                                                          ===========    ===========

</TABLE>

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


                                        5


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


<TABLE>
<CAPTION>
                                                                  Three Months ended
                                                                       March 31,
                                                               2 0 0 0          1 9 9 9
                                                               -------          -------

<S>                                                           <C>             <C>
Net [Loss]                                                  $   (135,849)   $   (274,155)
         Preferred Stock Dividend in Arrears                      12,500          12,500
                                                            ------------    ------------

   Net [Loss] Available to Common Stockholders              $   (148,349)   $   (286,655)
                                                            ============    ============

[Loss] Per Common Share:
   Continuing Operations                                    $      (0.01)   $      (0.02)
                                                            ------------    ------------

   Basic and Diluted Net [Loss] Per Share of Common Stock   $      (0.01)
                                                            ============   $      (0.02)
                                                                            ============

   Weighed Average Shares of Common Stock Outstanding         13,484,670      12,559,208
                                                            ============    ============

</TABLE>


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



                                        6
                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


<TABLE>
                                                                        Three Months ended
                                                                             March 31,
                                                                      2 0 0 0        1 9 9 9
                                                                      -------        -------

<S>                                                              <C>            <C>
Operating Activities:
   [Loss] from Continuing Operations                           $    (135,849)   $   (219,894)
   Adjustments to Reconcile Net [Loss] Income to
      Net Cash [Used for] Operating Activities:
      Depreciation and Amortization                                   36,518        251,387
      Deferred Tax Asset                                                --         (154,212)
      Provision for Doubtful Accounts                                   --          325,335
      Loss on Sale of Assets                                            --            3,100
      Realized Loss on Carrying Value of Investments                    --              324
      Gain on Sale of Subsidiary                                        --       (1,256,473)

   Changes in Assets and Liabilities:
      [Increase] Decrease in:
         Accounts Receivable                                            --            1,914
         Prepaid Expenses                                              5,834        (24,377)
         Notes Receivable                                               --           84,975
         Other Assets                                                 (5,885)        76,815

      Increase [Decrease] in:
         Accounts Payable and Accrued Expenses                        58,222       (241,124)
                                                                 -----------    -----------

      Net Cash - Continuing Operations                               (41,160)    (1,152,230)
                                                                 -----------    -----------

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                             --          260,011
                                                                 -----------    -----------

   Net Cash - Discontinued Operations                                   --          262,885
                                                                 -----------    -----------

   Net Cash - Operating Activities - Forward                         (41,160)      (889,345)
                                                                 -----------    -----------

Investing Activities - Continuing Operations:
   Increase in Due from Related Parties                                 --             (828)
   Purchase of Investments                                              --         (187,664)
   Purchase of Property, Equipment, and Capitalized Software         (22,338)       (42,212)
   Sale of Investments                                                  --        2,566,858
                                                                 -----------    -----------

   Net Cash - Investing Activities - Continuing Operations -
      Forward                                                    $   (22,338)   $ 2,336,154

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

</TABLE>


                                        7


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

<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                March 31,
                                                                                --------
                                                                          2 0 0 0         1 9 9 9
                                                                          -------         -------

<S>                                                                     <C>            <C>
   Net Cash - Operating Activities - Forwarded                          $   (41,160)   $  (889,345)
                                                                        -----------    -----------

   Net Cash - Investing Activities - Continuing Operations -
      Forwarded                                                             (22,338)     2,336,154
                                                                        -----------    -----------

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

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

Financing Activities - Continuing Operations:
   Proceeds from Issuance of Common Stock                                   250,000           --
   Purchase of Treasury Stock                                                  --         (966,043)
   Increase [Decrease] in Loan Payable to Shareholder                        96,350       (130,000)
Proceeds from Note Payable                                                     --             --
   Payment of Notes Payable                                                  (5,850)      (100,000)
   Payment of Lease Payable                                                 (21,740)        (7,453)
Decrease in Loan Receivable                                                    --         (274,762)
                                                                        -----------    -----------

   Net Cash - Financing Activities - Continuing Operations                  318,760     (1,478,258)
                                                                        -----------    -----------

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                        255,262        (58,433)

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

   Cash and Cash Equivalents - End of Years                             $    81,387    $     9,102
                                                                        ===========    ===========

Supplemental Disclosures of Cash Flow Information:
   Cash paid during the years for:
      Interest                                                          $     8,751    $    16,128

Supplemental Schedule of Non-Cash Investing and Financing Activities:
   Conversion of Preferred Stock into Common Stock                      $       455    $       396
   Purchase of Assets under Capital Lease Financing                     $      --      $     6,210


</TABLE>

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



                                        8


<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Uunaudited)
                                 March 31, 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 three-month period ended
            March 31, 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 which it
            has as one of its subsidiaries, The Eminet Domain.

            The sale  resulted in a gain of  $1,256,743  which was  reflected in
            other income.  The  transaction  resulted in the Eminet Domain,  Inc
            being treated as a discontinued operation.

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

            Income fees derived from major customers are tabulated as follow:

                                                  Three Months Ended
                                                       March 31,
                                                2000              1999
                                                      (Unaudited)


            Customer A (Software System)       425,000             --
            Customer B (Software System)       225,000             --
            Customer C (Software System)       210,000             --
            Customer D (Software System)       325,000             --
            Customer E (Software System)       120,000             --


                                        9

<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
       Notes to Consolidated Financial Statements (Uunaudited) (Continued)
                                 March 31, 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  Industries,  a South African  corporation (the
            investment  company  for the Mine  Workers  Union and South  African
            Clothing  Workers Union),  consummated its purchase of approximately
            1,100,000  shares  of the  Company's  common  stock  from  Norman J.
            Hoskin,  the  Company's  Chairman of the Board of  Directors,  which
            represents  substantially  all  of  Mr.  Hoskin's  holdings  in  the
            Company.  Mr.  Hoskin has  resigned  his  positions  as Chairman and
            Secretary/Treasurer and will limit his activities as a consultant to
            the Company due to his health. With its purchase, HCI share holdings
            increases to 2,361,935 shares or  approximately  19% of total shares
            outstanding.

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



                                       10

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
       Notes to Consolidated Financial Statements (Uunaudited) (Continued)
                                 March 31, 2000

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

            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 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 of 5% per  annum  of the  original  issue  price of the
            preferred stock,  (ii) a liquidation  preference equal to the sum of
            $100 for each outstanding share of the preferred stock.

            In 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 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.




                                       11


<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

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

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

            Three Months Ended March 31, 2000 and 1999
            ------------------------------------------

            Net Revenues. The Company's revenues increased  approximately 98% in
            2000 over the same period in 1999.  Revenues from  operations in the
            first  quarter 2000 were $ 1,315,129  as compared  with $ 29,000 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  60% in 2000 over the
            same period in 1999. The decrease resulted from capitalized software
            development  costs,  being written off in 1999. The Company  expects
            amortization of development costs to be consistent going forward.

            Operating Expenses. Operating expenses increased by 15% or $ 192,412
            in the first quarter 2000 over the same period in 1999. The increase
            was largely due to global  expansion  efforts and increased  support
            staffing.

            Provision for Doubtful Accounts.  Provision for doubtful accounts in
            the first quarter 2000 were $ -0- as compared with $ 325,335 for the
            same period in 1999.  The decrease  resulted  from  management  only
            recording revenues when monies have been received from a sale.

            Other Income. Other income decreased by approximately  $1,400,000 in
            2000  over  the  same  period  in  1999.  In  1999 a gain on sale of
            $1,256,743 resulted from a percentage interest sold of the Company's
            wholly owned  subsidiary.  A $170,000 gain was  recognized in a full
            and final settlement of a payable in 1999 as well.

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

            Cash,  cash  equivalents  and marketable  securities,  which consist
            primarily of high risk, priced securities  totaled $743,887 at March
            31, 2000 compared to  $3,384,029 at March 31, 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  in  1999.   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  currently
            anticipated cash requirements.




                                       12

<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 litigation
            will not 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

            There are not defaults.

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

                        27          Financial Data Schedule




                                       13


<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.


                                                 Online Gaming Systems, Ltd.



Date: August 21, 2000                            By: /s/ Peter Lawson
                                                    ---------------------------
                                                    (Signature)
                                                    Peter Lawson, President and
                                                    Chief Financial Officer




Date: August 21, 2000                            By: /s/ Gary Ramos
                                                    ---------------------------
                                                    (Signature)
                                                    Gary Ramos
                                                    Chief Executive Officer





                                       14