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, 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 August 14, 2002
---------------------------------           ---------------------------------
  Common Stock, $.001 par value                         95,635,953
<PAGE>

                                TABLE OF CONTENTS


Heading                   Part I. FINANCIAL INFORMATION                     Page
-------                   -----------------------------                     ----

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

          Consolidated Balance Sheet-June 30, 2002 (Unaudited)............    3

          Consolidated Statement of Operations-Six Months Ended
          June 30, 2002 (Unaudited).......................................    4

          Consolidated Statement of Operations-Three Months Ended
          June 30, 2002(Unaudited)........................................    5

          Consolidated Statement of Cash Flows-Six Months Ended
          June 30, 2002 (Unaudited).......................................    6

          Notes to Consolidated Financial Statements
          (Unaudited).....................................................  7-10

Item 2    Management's Discussion and Analysis of Financial
          Condition and Results of Operation.............................. 11-12


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

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

Item 2    Change 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 six-month
            periods ended June 30, 2002 and 2001 have been prepared by Online
            Gaming Systems, Ltd. (the "Company") and Subsidiary.



                   ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY

                                    Financial Statements

                                    June 30, 2002



Page 2 of 14
<PAGE>

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

<TABLE>
<CAPTION>
                                                                June 30,        December 31,
                                                                  2002              2001
                                                              ------------      ------------
<S>                                                           <C>               <C>
Assets:

Current Assets:
  Cash                                                        $     40,376      $    123,097
  Note Receivable                                                  125,000                --
  Other Current Assets                                              17,244            22,918
                                                              ------------      ------------

  Total Current Assets                                             182,620           146,015

Property and Equipment-Net                                         102,951           214,393

Other Assets
  Intangible Assets-Net                                            331,179           319,333
                                                              ------------      ------------

  Total Assets                                                $    616,750      $    679,741
                                                              ------------      ------------

Liabilities and Stockholders' Equity:

Current Liabilities:
  Accounts Payable and Accrued Expenses                       $    260,301      $    379,125
  Notes Payable-Officers                                                --            34,680
  Accrued Interest-Related Party                                 1,038,192           804,098
  Note Payable                                                      45,000            22,500
  Capital Lease Obligations                                         11,478            34,874
                                                              ------------      ------------

  Total Current Liabilities                                      1,354,971         1,275,277

Convertible Notes Payable-Related Party                          4,384,907         3,734,907
                                                              ------------      ------------

Total Liabilities                                                5,739,878         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 and outstanding-
95,635,953 Shares at June 30, 2002                                  95,635            94,546

Additional Paid-in Capital                                      18,904,164        18,615,665

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

Accumulated (Deficit)                                          (22,392,442)      (21,310,169)
                                                              ------------      ------------

Total Stockholders' (Deficit)                                   (5,123,128)       (4,330,443)
                                                              ------------      ------------

Total Liabilities and Stockholders' (Deficit)                 $    616,750      $    679,741
                                                              ------------      ------------
</TABLE>

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

Page 3 of 14
<PAGE>

                   ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                         SIX MONTHS ENDED JUNE 30, 2002
                                   (UNAUDITED)


                                                Six Months Ended June 30,
                                                 2002              2001
                                             ------------      ------------

Revenue
  - Related Party                            $    250,000      $         --
  - Other                                         290,233           497,138
                                             ------------      ------------

Total Revenue                                $    540,233      $    497,138

Cost of Sales                                          --            17,141
                                             ------------      ------------

Gross Profit                                      540,233           479,997
                                             ------------      ------------

Operating Expenses:
  General and Administrative                    1,192,958         1,882,724
  Depreciation and Amortization                   174,095           125,735
                                             ------------      ------------

Total Operating Expenses                        1,367,053         2,008,459
                                             ------------      ------------

[Loss] from Operations                           (826,820)       (1,528,462)
                                             ------------      ------------

Other [Expenses] Income:
  Interest Expense-Related Party                 (254,608)         (269,500)
  Interest Expense                                 (2,643)          (17,482)
  Settlement of debt                                   --          (200,000)
  Other Income [Expense]                            1,796              (358)
                                             ------------      ------------

  Other [Expenses] Income - Net                  (255,455)         (487,340)
                                             ------------      ------------

[Loss] from Operations Before
Income Tax [Benefit] Expense                   (1,082,275)       (2,015,802)

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



Net [Loss]                                     (1,082,275)       (2,015,802)


  Preferred Stock Dividend in Arrears                  --            22,500
                                             ------------      ------------

    Net Income [Loss] Available to
    Common Stockholders                      $ (1,082,275)     $ (2,038,302)
                                             ------------      ------------

    Basic and Diluted Net [Loss]
    Per Share of Common Stock                $       (.01)     $       (.12)

    Weighted Average Shares of Common
    Stock Outstanding-Basic and Diluted        95,231,370        16,811,076


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

Page 4 of 14
<PAGE>

                   ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                         THREE MONTHS ENDED JUNE 30,2002
                                   (UNAUDITED)


                                               Three Months Ended June 30,
                                                 2002              2001
                                             ------------      ------------

Revenue
  -Related Party                             $    250,000      $         --
  -Other                                          225,259           272,033
                                             ------------      ------------

Total Revenue                                $    475,259      $    272,033

Cost of Sales                                          --             8,084
                                             ------------      ------------

Gross Profit                                      475,259           263,949
                                             ------------      ------------

Operating Expenses:
  General and Administrative                      389,601         1,140,288
  Depreciation and Amortization                    87,686            65,753
                                             ------------      ------------

Total Operating Expenses                          477,287         1,206,041
                                             ------------      ------------

[Loss] from Operations                             (2,028)         (942,092)
                                             ------------      ------------

Other [Expenses] Income:
  Interest Expense-Related Party                 (131,547)         (143,500)
  Interest Expense                                 (2,039)          (12,687)
  Settlement of debt                                               (200,000)
  Other Income [Expense]                               --           (78,500)
                                             ------------      ------------

  Other [Expenses] Income - Net                  (133,586)         (434,687)
                                             ------------      ------------

[Loss] from Operations Before
Income Tax [Benefit] Expense                     (135,614)       (1,376,779)

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



Net [Loss]                                       (135,614)       (1,376,779)


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

    Net [Loss] Available to
    Common Stockholders                      $   (135,614)     $ (1,388,029)
                                             ------------      ------------

    Basic and Diluted Net [Loss]
    Per Share of Common Stock                $      (0.00)     $       (.07)

    Weighted Average Shares of Common
    Stock Outstanding-Basic and Diluted        95,635,953        18,666,227


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

Page 5 of 14
<PAGE>

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

<TABLE>
<CAPTION>
                                                                 Six Months Ended June 30,
                                                                   2002             2001
                                                                -----------      -----------
<S>                                                             <C>              <C>
Operating Activities:
  [Loss] from Operations                                        $(1,082,275)     $(2,015,802)
  Adjustments to Reconcile Net [Loss] Income to
    Net Cash [Used for] Operating Activities:
    Depreciation and Amortization                                   174,095          125,735

  Issuance of Common Stock for cancellation of indebtedness                          200,000

Changes in Assets and Liabilities:
  [Increase] Decrease in:
    Note Receivable                                                (125,000)
    Other Assets                                                      5,674          (11,846)

  Increase [Decrease] in:
    Accounts Payable and Accrued Expenses                          (118,823)        (745,127)
    Accrued Interest - Related Party                                234,094          269,500
                                                                -----------      -----------

Net Cash - Operating Activities:                                   (912,235)      (2,177,540)
                                                                -----------      -----------

Investing Activities:
  Purchase of Patents and Licenses                                       --         (125,000)
  Purchase of Property, Equipment, and Capitalized Software         (74,500)              --
                                                                -----------      -----------

Net Cash - Investing Activities                                     (74,500)        (125,000)
                                                                -----------      -----------

Financing Activities:
  Proceeds from Issuance of Common Stock                              4,910               --
  Proceeds from Sale of Treasury Stock                                   --           14,062
  Increase (Decrease) in Loan Payable to Officer                         --           83,754
  Proceeds from Note Payable                                         25,000          125,000
  Proceeds from Convertible Note Payable - Related Party          1,150,000        2,293,642
  Repayment of Convertible Note Payable - Related Party            (250,000)              --
  Repayments of Note Payable                                         (2,500)        (182,500)
  Repayments of Capital Lease Payable                               (23,396)         (58,467)
                                                                -----------      -----------

Net Cash - Financing Activities                                     904,014        2,275,491
                                                                -----------      -----------

[Decrease] Increase in Cash and Cash Equivalents                    (82,721)         (27,049)

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

Cash and Cash Equivalents - End of Period                       $    40,376      $     5,880
                                                                ===========      ===========

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the years for:
    Interest                                                    $    23,157      $    17,482
    Taxes                                                                --               --
</TABLE>

Supplemental Disclosure of Non-cash Financing Activities:

The Company sold the software license to a related party for $250,000, and
offset convertible debt in the amount of $250,000 due the related party. The
total amount of $250,000 was credited to additional paid in capital.

The Company issued 561,766 shares of common stock of the Company at $.06 per
share to a former CEO& President of the company in exchange for cancellation of
an amount owed.

During the six month period ended June 30, 2001 the Company issued 225,000
shares of common stock to a former consultant in exchange for cancellation of
indebtedness. Accordingly non-cash expense of $200,000 was recognized.

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

Page 6 of 14
<PAGE>

                   ONLINE GAMIING SYSTEMS, LTD. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                  June 30, 2002
                                   (Unaudited)

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

            The accompanying unaudited consolidated financial statements of
            Online Gaming Systems, Ltd and Subsidiary (the " Company") have been
            prepared in accordance with Regulation S-B promulgated by the
            Securities and Exchange Commission and do not include all of the
            information and footnotes required by generally accepted accounting
            principles in the United States for complete financial statements.
            In the opinion of management, these interim financial statements
            include all adjustments necessary in order to make the financial
            statements not misleading. The results of operations for such
            interim period are not necessary indicative of results of operations
            for a full year. The unaudited financial statements should be read
            in conjunction with the audited financial statements and notes
            thereto of the Company and management's discussion and analysis of
            financial condition and results of operations included in the Annual
            Report on Form 10-KSB for the year ended December 31, 2001.

Note 2 -    Significant Accounting Policies
            -------------------------------

            The accounting policies followed by the Company are set forth in
            Note 2 to the Company's financial statements in the December 31,
            2001 Form 10-KSB.

Note 3 -    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 4 -    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 six-month period ending June 30,
            2002:

                  Customer A-related party            46%
                  Customer B                          16%

Page 7 of 14
<PAGE>

Note 5 -    Convertible Notes Payable - Related Party
            -----------------------------------------

            At June 30, 2002, the Company had a $4,384,907 convertible note
            payable balance due Hosken Consolidated Investments ["HCI"]. As of
            June 30, 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 June 30, 2002 the
            Company has accrued $1,038,192 in interest related to the
            convertible debt borrowing. During the six-month periods ended June
            30, 2002 and 2001 the Company repaid HCI approximately $20,514 and
            $16,046 in accrued interest respectively.

            During the first quarter of 2002, HCI advanced the Company $750,000
            in convertible notes and funds.

            During the second quarter of 2002, HCI advanced the Company $400,000
            in convertible notes and funds.

            During the second quarter of 2002 the Company sold the software
            license of its ICE product for a fee of $250,000 to International
            Gaming & Entertainment Ltd. ("IGEC") and provided management
            services in connection with developing an Internet casino and
            securing requisite licensing for an additional fee of $250,000.
            Ahead Investments ("AI") is the majority shareholder of IGEC. AI is
            a wholly owned subsidiary of HCI and majority stockholder of the
            Company. Per the agreement IGEC exercised its right to pay for the
            license fee and management services by offsetting $500,000 of
            convertible debt due AI. The Company recorded the total amount of
            $250,000 of the sale of the software license as additional paid in
            capital.

            See Note 6 for additional business agreements.

Note 6 -    Capital Stock
            -------------

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

Page 8 of 14
<PAGE>

            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.

            In the second quarter of 2002, 241,251 shares of the Company's
            common stock were issued to a previous customer in satisfaction of
            an investment made in the Company.


Note 7 -    Business Agreements
            -------------------

            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 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.

Page 9 of 14
<PAGE>

            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.

Note 7 -    New Authoritative Accounting Pronouncements
            -------------------------------------------

            On August 15, 2001, the FASB issued SFAS No.143, "Accounting for
            Asset Retirement Obligations ["SFAS No.143"]. SFAS No.143 requires
            that the fair value of a liability for an asset retirement
            obligation be recognized in the period in which it is incurred if a
            reasonable estimate of fair value can be made. The associated asset
            retirement costs are capitalized as part of the carrying amount of
            the long-lived asset. SFAS No.143 will be effective for financial
            statements issued for fiscal years beginning after June 15, 2002. An
            entity shall recognize the cumulative effect of adoption of SFAS
            No.143 as a change in accounting principle. The Company is not
            currently affected by this Statement's requirements.

            On April 30, 2002, the Financial Accounting Standards Board (FASB)
            issued Statement No.145, Rescission of FASB Statements No.4, 44 and
            64,Amendment of FASB Statement No. 13 and Technical Corrections. The
            Statement updates, clarifies and simplifies existing accounting
            pronouncements.

            Statement 145 rescinds Statement 4, which required all gains and
            losses from extinguishments of debt to be aggregated and, if
            material, classified as an extraordinary item, net of related income
            tax effect. As result, the criteria in Opinion 30 will now be used
            to classify those gains and losses. Statement 64 and amended
            Statement 4, is no longer necessary because Statement 4 has been
            rescinded.

            Statement 44 was issued to establish accounting requirements for the
            effects of transition to the provisions of the Motor Carrier Act of
            1980. Because the transition has been completed, Statement 44 is no
            longer necessary. Statement 145 amends Statement 13 to require that
            certain lease modifications that have economic effects similar to
            sale-leaseback transactions be accounted for in the same manner as
            sale-leaseback transactions. This amendment is consistent with the
            FASB's goal of requiring similar accounting treatment for
            transactions that have similar economic effects. This Statement also
            makes technical corrections to

Page 10 of 14
<PAGE>

            exiting pronouncements. While those corrections are not substantive
            in nature, in some instances, they may change accounting practice.

            The Company is not currently affected by this Statement's
            requirements.




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

            Six Months Ended June 30, 2002 and 2001
            ---------------------------------------

            Net Revenues. The Company's revenues increased approximately 8.5% in
            2002 over the same period in 2001. Revenues from operations for the
            six-month ended June 30, 2002 were $540,233 as compared with
            $497,138 for the same period in 2001. The increase in revenue was
            primarily due to an increase in sales of our software products and
            consulting services performed to a related party of $250,000. This
            was partially offset by decreases in fee-paying customers emanating
            from a general industry slowdown apparent since the third quarter of
            2001. 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 decreased by 32% or $641,406
            for the six-month period ended June 30, 2002 over the same period in
            2001. The decrease was largely due to downsizing of employees,
            resulting in reduced payroll costs and reducing certain operating
            expenses. We focused our business on Internet gaming software, and
            significantly reduced our involvement in the hardware portion of our
            business. Accordingly, we experienced relatively significant
            severance and related charges during the past six months.

            Three Months Ended June 30, 2002 and 2001
            -----------------------------------------

            Net Revenues. The Company's revenues increased approximately 74.6%
            in 2002 over the same period in 2001. Revenues from operations for
            the three-month ended June 30, 2002 were $475,259 as compared with
            $272,033 for the same period in 2001. The increase in revenue was
            primarily due to consulting fees of $250,000 performed to a related
            party, and licensing of software product. This was partially offset
            by decreases in fee-paying customers emanating from a general
            industry slowdown apparent since the third quarter of 2001.

            Operating Expenses. Operating expenses decreased by 60% or $728,754
            for the three-month period ended June 30, 2002 over the same period
            in 2001. The decrease was largely due to downsizing of employees,
            resulting in reduced payroll costs and reducing certain operating
            expenses.

Page 11 of 14
<PAGE>

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

            Cash and cash equivalents totaled $40,376 at June 30, 2002. Net cash
            used from operations was $912,235 primarily due to a Net Loss for
            the six months ended June 30, 2002 of $1,082,274, a reduction in
            Accounts Payable and accrued expenses of $143,823 and an increase in
            a Note Receivable of $125,000. This was offset by an increase in
            accrued interest to a related party of $234,09 and non-cash
            depreciation and amortization of $174,905.

            Net cash used in investing activities for the six months ended June
            30, 2002, was $74,500 for payments made for the further development
            of the Company's software.

            Net cash provided from financing activities for the six months ended
            June 30, 2002, was $904,014. HCI, the Company's largest stockholder
            advanced $1,150,000 of which $250,000 was offset for payment for a
            software license.

            Our ability to meet our future obligations in relation to the
            orderly payment of our recurring obligations on a current basis is
            totally dependent on our ability to attain a profitable level of
            operations, and receive required working capital advances from our
            shareholders. Failure to obtain sufficient funding from HCI could
            adversely affect 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 12 of 14
<PAGE>

                   ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
                                  JUNE 30, 2002

                                     PART II

Item 1.     Legal Proceedings

            During the second quarter of 2002, RCS Financial Services, Ltd filed
            suit against the Company for repayment of a loan, alleging a
            remaining balance of $47,500. The Company is currently investigating
            the matter, and has retained counsel to defend the claim. There were
            no other new legal proceedings filed or threatened involving the
            Company during the six-month period ended June 30, 2002.

Item 2.     Changes in Securities

            None

Item 3.     Defaults upon Senior Securities

            None

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

            None

Item 5.     Other Information

            None

Item 6.     Exhibits and Reports on Form 8-K

            (a)   None

            (b)   Reports on Form 8-K

            Form 8-K: Changes to executive management, - March 29, 2002


Page 13 of 14
<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 14, 2002               By:   /s/ J.A. Copelyn
                                          ----------------------------------
                                          (Signature)
                                          J.A. Copelyn
                                          Chairman of the Board / Chief
                                          Executive Officer

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

Page 14 of 14