UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[ X ]    QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

         For the Quarter Ended September 30, 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)

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Securities  Exchange  Act of 1934 during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days.

YES    [ X  ]    NO   [   ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

               Class                         Outstanding as of November 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 - September 30, 2000 (Unaudited).......3-4

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

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

           Consolidated Statement of  Cash Flows - Nine Months ended
           September 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.......................................13-15


                          PART II. - OTHER INFORMATION

Item 1.    Legal Proceedings...............................................16

Item 2.    Changes In Securities...........................................16

Item 3.    Defaults Upon Senior Securities.................................16

Item 4.    Submission of Matters to a Vote of Securities Holders ..........16

Item 5.    Other Information ..............................................16

Item 6.    Exhibits and Reports on Form 8-K................................16

           Signatures......................................................17



<PAGE>

                                     PART 1


Item 1.    Financial Statements

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



                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

                              Financial Statements

                               September 30, 2000











Page 2 of 19

<PAGE>


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





Assets:
Current Assets:
   Cash                                                         $     208,720
   Investments                                                        265,000
   Prepaid Expenses                                                     8,757
   Other Current Assets                                                15,303
                                                                -------------

   Total Current Assets                                               497,780
                                                                -------------

Property and Equipment - Net                                          335,815
                                                                -------------

Equipment under Capitalized Lease - Net                               157,780
                                                                -------------

Other Assets
   Other Assets                                                       187,264
   Investment                                                       1,300,000
                                                                -------------

   Total Other Assets                                               1,487,264
                                                                -------------

   Total Assets                                                 $   2,478,639
                                                                =============


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








Page 3 of 19

<PAGE>


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



Liabilities and Stockholders' Equity:
Current Liabilities:
   Accounts Payable and Accrued Expenses                      $        881,319
   Notes Payable - Officers                                            112,350
   Note Payable and Advances                                         2,217,868
   Current Portion of Capital Lease Obligations                         83,484
                                                              ----------------

   Total Current Liabilities                                       3,295,021

Capital Lease Obligations                                               93,570
                                                              ----------------
                                                                     3,388,591

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 Share          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]                                              (11,286,114)

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

Total Stockholders' Equity                                            (909,952)
                                                              -----------------

Total Liabilities and Stockholders' Equity                    $      2,478,639
                                                              ================


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




Page 4 of 19

<PAGE>


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

                                                                Three Months ended                    Nine Months ended
                                                                    September 30,                       September 30,
                                                             2 0 0 0           1 9 9 9             2 0 0 0          1 9 9 9
                                                             -------           -------             -------          -------

<S>                                                      <C>              <C>                   <C>               <C>
Revenue                                                  $    303,942     $      113,575        $   2,231,027     $   612,075

Cost of Sales                                                  40,292            195,840              186,277         685,780
                                                         ------------     ----------------      -------------     -----------

Gross Profit [Loss]                                           263,650            (82,265)           2,044,750         (73,705)
                                                         ------------     -----------------     -------------     -----------

Operating Expenses:
   General and Administrative                               1,144,902          1,511,898            3,390,424       4,136,149
   Provision for Doubtful Accounts and Notes                       --                 --                   --       1,222,155
   Depreciation and Amortization                               58,764             88,968              154,045         224,143
                                                         ------------     ----------------      -------------     -----------

   Total Operating Expenses                                 1,203,666          1,600,866            3,544,469       5,582,447
                                                         ------------     --------------        -------------     -----------

   [Loss] Income from Operations                             (940,016)        (1,683,131)          (1,499,719)     (5,656,152)
                                                         -------------    --------------        -------------     -----------

Other [Expenses] Income:
   Interest Income                                                 --                 50                   --          30,926
   Interest Expense                                           (13,326)           (17,187)             (34,817)        (39,819)
   Other Income [Expense]                                    (265,000)          (215,818)          (1,465,000)        (49,172)
                                                         -------------    --------------        -------------     -----------

   Other [Expenses] Income - Net                             (278,326)          (232,955)          (1,499,817)        (58,065)
                                                         -------------    -----------------     -------------     -----------

[Loss] from Continuing Operations Before
   Income Tax [Benefit] Expense                            (1,218,342)        (1,916,086)          (2,999,536)     (5,714,217)

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

   [Loss] Income from Continuing Operations                (1,218,342)        (1,916,086)          (2,999,536)     (5,590,526)

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

   Net [Loss]                                              (1,218,342)        (1,916,086)          (2,999,536)     (5,644,787)

Comprehensive Gain:
   Unrealized Holding [Loss] Gain
   arising during period                                           --         (1,033,311)            (132,500)       (981,142)
                                                         ------------     --------------      ---------------      ----------

   Total Comprehensive [Loss]                            $ (1,218,342)    $   (2,949,397)     $    (3,132,036)   $ (6,625,929)
                                                          ============    ==============      ----------------     ----------

   Net [Loss]                                            $ (1,218,342)    $   (1,916,086)     $    (2,999,536)   $ (5,644,787)

   Preferred Stock Dividend in Arrears                         13,263              7,125               38,263          26,750
                                                         ------------     --------------      ---------------    ------------
   Net [Loss] Available to
   Common Stockholders                                   $ (1,231,605)    $   (1,923,211)     $    (3,037,799)   $ (5,671,537)
                                                          -----------     --------------      ---------------    ------------
   [Loss] Per Common Share:
   Continuing Operations                                 $      (0.09)    $        (0.15)     $         (0.22)   $      (0.44)

   Basic and Diluted Net [Loss] Income
   Per Share of Common Stock                             $      (0.09)    $        (0.15)     $         (0.22)   $      (0.44)

   Weighted Average Shares of Common
   Stock Outstanding                                       14,096,360         13,133,795           14,034,195      12,901,162
</TABLE>


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

Page 5 of 19

<PAGE>


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

<TABLE>
<CAPTION>

                                                                                       Three Months Ended
                                                                                          Septmeber 30,
                                                                                 2 0 0 0                  1 9 9 9
                                                                                 -------                  -------

Operating Activities:
<S>                                                                      <C>                        <C>
   [Loss] Income from Continuing Operations                              $          (1,218,342)     $          (1,916,086)
   Adjustments to Reconcile Net [Loss] Income to
      Net Cash [Used for] Operating Activities:
      Depreciation and Amortization                                                     58,764                    284,182
      Insurance of Common Stock for Services Rendered                                       --                    140,000
      Regulated Loss on Carrying Value of Investments                                  265,000                         --
      Loss on Sale of Investments                                                           --                    217,889

   Changes in Assets and Liabilities:
      [Increase] Decrease in:
         Prepaid Expenses                                                                   --                    (13,959)
         Notes Receivable                                                                   --                    130,000
         Other Assets                                                                   28,324                     18,114

      Increase [Decrease] in:
         Accounts Payable and Accrued Expenses                                         (86,372)                    51,879
                                                                         ----------------------     ---------------------

      Net Cash - Continuing Operations                                                (952,625)                (1,087,981)
                                                                         ----------------------     ----------------------

Investing Activities - Continuing Operations:
   Purchase of Investments                                                                  --                   (274,669)
   Purchase of Property, Equipment, and Capitalized Software                           (43,493)                    (5,486)
   Sale of Investments                                                                      --                    573,526
   Increase in due from related parties                                                     --                   (113,000)
   Purchase of patents and licenses                                                         --                   (250,000)
                                                                         ---------------------      ----------------------
Net Cash - Investing Activities - Forward                                $             (43,493)     $             (69,629)
</TABLE>



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

Page 6 of 19
<PAGE>


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

<TABLE>
<CAPTION>

                                                                                       Three Months Ended
                                                                                          September 30,
                                                                                          -------------
                                                                                     2 0 0 0          1 9 9 9
                                                                                    --------          -------

<S>                                                                             <C>                <C>
   Net Cash - Operating Activities - Forwarded                                  $    (952,625)     $ (1,087,981)
                                                                                --------------     -------------

   Net Cash - Investing Activities - Continuing Operations -
      Forwarded                                                                       (43,493)          (69,629)
                                                                                --------------     -------------

Financing Activities - Continued Operations:

   Proceeds from Issuance of Common Stock                                                  --               105
   Payment from Notes Receivable                                                           --         1,445,000
   Increase in Loan Payable to Officer                                                     --          (377,184)
   Proceeds from Short Term Borrowings                                              1,135,000           184,000
   Payment of Lease Payable                                                           (14,711)          (10,789)
   Payment of Note Payable                                                                 --           (88,774)
                                                                                -------------      ------------

   Net Cash - Financing Activities                                                  1,120,289         1,152,358
                                                                                -------------      ------------

[Decrease] Increase in Cash and Cash Equivalents                                      124,171            (5,252)

Cash and Cash Equivalents - Beginning of Period                                        84,549           (37,357)
                                                                                -------------      -------------

Cash and Cash Equivalents - End of Period                                       $     208,720      $    (42,609)
                                                                                =============      =============

Supplemental Disclosures of Cash Flow Information:
   Cash paid during the years for:
      Interest                                                                  $      13,326      $     12,576

Supplemental Schedule of Non-Cash Investing and Financing Activities:
   Purchase of Assets under Capital Lease Financing                             $          --      $      3,894
</TABLE>

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


Page 7 of 19

<PAGE>


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

<TABLE>
<CAPTION>

                                                                                               Nine Months Ended
                                                                                                 September 30,
                                                                                        2 0 0 0           1 9 9 9
                                                                                        -------           -------

Operating Activities:
<S>                                                                             <C>                  <C>
   [Loss] Income from Continuing Operations                                     $    (2,999,536)     $  (5,590,526)
   Adjustments to Reconcile Net [Loss] Income to
      Net Cash [Used for] Operating Activities:
      Depreciation and Amortization                                                     154,045            800,399
      Deferred Tax Asset                                                                     --           (123,691)
      Provision for Doubtful Accounts                                                        --          1,222,155
      Loss on Sale of Investments                                                            --            221,637
      Realized Loss on Carrying Value of Investments                                  1,465,000                 --
      Issuance of Common Stock for Services Rendered                                         --            140,000
      Issuance of Common Stock for Compensation                                              --            217,312
Changes in Assets and Liabilities:
      [Increase] Decrease in:
         Accounts Receivable                                                                 --             13,716
         Prepaid Expenses                                                                 5,190            (12,708)
         Notes Receivable                                                                    --            108,211
         Other Assets                                                                    10,208             84,764

      Increase [Decrease] in:
         Accounts Payable and Accrued Expenses                                          (71,414)           (54,485)
                                                                                ----------------     --------------

      Net Cash - Continuing Operations                                               (1,436,507)        (2,973,216)
                                                                                ----------------     --------------

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                                         (1,436,507)        (2,731,765)
                                                                                ----------------     -------------

Investing Activities - Continuing Operations:
   Increase in Due from Related Parties                                                      --           (113,828)
   Purchase of Investments                                                                   --           (393,092)
   Purchase of Property, Equipment, and Capitalized Software                            (65,829)           (71,711)
   Sale of Investments                                                                       --          3,131,291
   Purchase of Patents and License                                                           --           (450,000)
                                                                                -----------------------------------

   Net Cash - Investing Activities - Continuing Operations -
      Forward                                                                   $       (65,829)     $   2,102,660
</TABLE>

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

Page 8 of 19
<PAGE>


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

<TABLE>
<CAPTION>

                                                                                      Nine Months Ended
                                                                                         September 30,
                                                                                         -------------
                                                                                   2 0 0 0           1 9 9 9
                                                                                   --------          -------

<S>                                                                             <C>               <C>
   Net Cash - Operating Activities - Forwarded                                  $ (1,436,507)     $  (2,731,765)
                                                                                ------------      --------------

   Net Cash - Investing Activities - Continuing Operations -
      Forwarded                                                                      (65,829)         2,102,660
                                                                                -------------     -------------

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                105
   Proceeds from Issuance of Preferred Stock                                              --            570,000
   Purchase of Treasury Stock                                                             --           (975,293)
   Proceeds from Notes Receivable                                                         --          1,445,000
   [Decrease] Increase in Loan Payable to Officer                                    112,350           (193,434)
   Payment of Notes Payable                                                           (5,850)          (288,774)
   Payment of Lease Payable                                                          (56,509)           (31,373)
   Decrease in Loan Receivable                                                            --           (324,286)
   Proceeds from Short Term Borrowings                                             1,585,000            344,000
                                                                                ------------      -------------

   Net Cash - Financing Activities                                                 1,884,931            545,945
                                                                                ------------      -------------

Financing Activities - Discontinued Operations:
   Proceeds from Long-Term Debt                                                           --             50,000
   Payment of Note Payable                                                                --            (41,500)
   Payment of Lease Payable                                                               --            (56,569)
                                                                                ------------      -------------

   Net Cash Financing Activities Discontinued Operations                                  --              2,731

Net Increase [Decrease] in Cash and Cash Equivalents                                 382,595           (110,144)

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

Cash and Cash Equivalents - End of Years                                        $    208,720      $     (42,609)
                                                                                ============      ==============

Supplemental Disclosures of Cash Flow Information:
   Cash paid during the years for:
      Interest                                                                  $     34,817      $      37,295

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                             $         --      $      77,883
   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 19

<PAGE>


                  ONLINE GAMIING SYSTEMS, LTD. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                               September 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  nine-month  period
            September 30, 2000, are not necessarily indicative of the results of
            operations  to be  reported  for the full year ending  December  31,
            2000.  These  statements  should  be read in  conjunction  with  the
            summary of significant  accounting  policies and notes  contained in
            the  corporation's  annual  report on form  10-K for the year  ended
            December 31, 1999.

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 customers are evenly  concentrated  amongst
            numerous customers.

Note 4 -    Notes Payable and Advances

            During  the  course  of  the  past  12  months  Hosken   Consoliated
            Investments  (a South African  Corporation)  the  company's  largest
            single  shareholder has undertaken to fund the company on an ongoing
            basis  by the  issue  of  Convertible  Debt.  This  debt  is due for
            repayment in January 2001. If the company cannot repay the debt then
            HCI  has the  option  of  converting  this  debt  into  equity.  The
            conversion  price  will be the  lower of 50 cents  per  share or the
            price at which the last equity  issues was completed to a part other
            than HCI.

Note 5 -    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.


Page 10 of 19

<PAGE>


            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 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.


Page 11 of 19

<PAGE>


Note 6 -    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 7 -    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  to  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 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.

Note 8 -    Subsequent Events

            In October 2000,  Hosken  Consolidated  Investments (a South African
            Corporation) the company's largest single shareholder purchased from
            the Shaar Fund approximately 86% of the Convertible  Preferred Stock
            currently held by the Shaar Fund for $600,000. The remaining 14% was
            satisfied by the payment of $10,000 and the issue of 500,000  shares
            in the company at 18 cents per share.







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<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 September, 2000 and 1999

            Net Revenues. The Company's revenues increased approximately 168% in
            2000 over the same period in 1999.  Revenues from  operations in the
            third  quarter 2000 were $ 303,942,  as compared  with $ 113,575 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 and  continues to make  considerable  inroads into the Asia
            Pacific market. The large resources allocated to sales and marketing
            in 1999 contributed to the revenue growth in 2000.

            Cost of Revenues.  Cost of revenues  decreased  80% 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 25% or $ 397,200
            in the third 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.  The company anticipates
            future cost savings due to the company  relocating  its operation to
            Las Vegas, the heart of the gaming industry.

            Nine Months Ended September 30, 2000 and 1999

            Net Revenues. The Company's revenues increased approximately 265% in
            2000 over the same period in 1999.  Revenues from operations for the
            nine months  ended  September  30, 2000 were $ 2,231,027 as compared
            with $ 612,075 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 and continues to make considerable inroads into
            the Asia Pacific market. The large resources  allocated to sales and
            marketing in 1999 contributed to the revenue growth in 2000.

            Cost of Revenues. Cost of revenues decreased 73% for the nine months
            ended  September 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.


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<PAGE>


            Operating  Expenses.  Operating  expenses  excluding  provisions for
            doubtful accounts  decreased by 19% or $ 815,825 for the nine months
            ended  September 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.  The company anticipates
            future cost savings due to the company  relocating and consolidating
            its operations to Las Vegas, the heart of the gaming industry.

            Provision for Doubtful Accounts. Provision for doubtful accounts for
            the nine months ended September 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.








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<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

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

            Result of Operations - Continued

            Nine Months Ended September 30, 2000 and 1999

            Other  Income  (Expense).  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  increased  by
            $1,465,000 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 and a write down of high
            risk priced  security.  This is conversant with the company's policy
            of continually reviewing the value of the company's assets.


            Liquidity and Capital Resources

            Cash,  cash  equivalents  and marketable  securities,  which consist
            primarily  of high  risk,  priced  securities  totaled  $473,720  at
            September 30, 2000 compared to $1,020,628 at September 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 15 of 19

<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

                                     PART II

Item 1.     Legal Proceedings

            Litigation - On October 24 ,2000,  the company received a summons to
            appear in court versus  Actrade.  This was a business  deal that had
            never been  followed  through  upon.  The amount due at the time was
            $132,000.  Our council immediately contacted the company and to this
            day they are in negotiations with them on a settlement amount. There
            will be no further  court  action.  To  management's  opinion,  this
            litigation  will  not  materially  affect  the  company's  financial
            position, results of operation 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 not applicable to the Company.

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

            This Item is not applicable to the Company.

Item 5.     Other Information

            This Item is not applicable to the Company.

Item 6.     Exhibits and Reports on Form 8-K

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

                   27     Financial Data Schedule



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<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:  November 27, 2000                  By: /s/ Gary Ramos
                                              ----------------------------------
                                              (Signature)
                                              Gary Ramos, President
                                              Chief Executive Officer


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


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