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, 2001
                                       OR

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

            For the transition period from _____________ to _______________

                         Commission File Number: 0-27256
                         -------------------------------

                           ONLINE GAMING SYSTEMS, LTD.
        (Exact name of small business issuer as specified in its charter)

                  DELAWARE                           65-0512785
        (State or other jurisdiction of  (I.R.S. Employer Identification number)
        incorporation or organization)

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

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

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

YES  [ X ]   NO [  ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

        Class                         Outstanding as of May 14, 2001
------------------------------        ------------------------------
Common Stock, $.001 par value                    15,169,180
<PAGE>
                                TABLE OF CONTENTS


Heading                                                                     Page


                         PART 1. - FINANCIAL INFORMATION

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

          Consolidated Balance Sheet - March 31, 2001 (Unaudited)............3-4

          Consolidated Statement of  Income-Three Months Ended March
          31, 2001 and 2000 (Unaudited)........................................5

          Consolidated Statement of Cash Flows - Three Months ended
          March 31, 2001 and 2000 (Unaudited)..................................6

          Notes to Consolidated Financial Statements (Unaudited).............7-9

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations............................................9


                          PART II. - OTHER INFORMATION

Item 1.   Legal Proceedings...................................................10

Item 2.   Changes In Securities...............................................10

Item 3.   Defaults Upon Senior Securities.....................................10

Item 4.   Submission of Matters to a Vote of Securities Holders...............10

Item 5.   Other Information ..................................................10

Item 6.   Exhibits and Reports on Form 8-K....................................10

          Signatures..........................................................11
<PAGE>

                                     PART 1

Item 1.           Financial Statements

                  The following unaudited financial Statements for the period
                  ended March 31, 2001, have been prepared by Online Gaming
                  Systems, Ltd. (the "Company") and Subsidiaries.



                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

                              Financial Statements

                                 March 31, 2001

2
<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                              AS OF MARCH 31, 2001


Assets:
Current Assets:
   Cash                                                               $  418,363
   Other Current Assets                                                   21,049
                                                                      ----------
   Total Current Assets                                                  439,412
                                                                      ----------
Property and Equipment - Net                                             265,441
                                                                      ----------
Equipment under Capitalized Lease - Net                                  118,475
                                                                      ----------
Other Assets                                                             265,003
                                                                      ----------

   Total Assets                                                       $1,088,331
                                                                      ==========



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

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<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                              AS OF MARCH 31, 2001

Liabilities and Stockholders' Equity:
Current Liabilities:
   Accounts Payable and Accrued Expenses                           $    795,187
   Notes Payable - Officers                                             187,350
   Convertible Notes Payable - Related Party                          4,199,907
   Note Payable                                                         289,268
   Current Portion of Capital Lease Obligations                         101,810
                                                                   ------------
   Total Current Liabilities                                          5,573,522

Capital Lease Obligations                                                33,282
                                                                   ------------
                                                                      5,606,804
    Total Liabilities

Stockholders' Equity:
   Convertible Preferred Stock - Par Value $.001 Per Share;
     Authorized 10,000,000 Shares, Issued and Outstanding,
     9,000 shares [Liquidation Preference $ 900,000]                          9

   Common Stock - Par Value $.001 Per Share;
     Authorized 100,000,000 Shares, Issued - 15,169,180 Shares           15,169

Additional Paid-in Capital                                           14,862,532

Treasury Stock, 811,767 Common Shares - At Cost                      (1,730,488)

Accumulated [Deficit]                                               (17,665,695)
                                                                   ------------

Total Stockholders' Equity                                           (4,518,473)
                                                                   ------------
Total Liabilities and Stockholders' Equity                         $  1,088,331
                                                                   ============


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)

                                                      Three Months ended
                                                            March  31,
                                                 -------------------------------
                                                      2001              2000
                                                 ------------      -------------
Revenue                                          $    225,105      $  1,315,129

Cost of Sales                                           9,058           108,823

Gross Profit                                          216,047         1,206,306
                                                 ------------      ------------
Operating Expenses:
 General and Administrative                           742,435         1,296,286
 Depreciation and Amortization                         59,982            36,518
                                                 ------------      ------------
 Total Operating Expenses                             802,417         1,332,804
                                                 ------------      ------------
 [Loss] from Operations                              (586,370)         (126,498)
                                                 ------------      ------------
Other [Expenses] Income:
 Interest Expense                                    (130,795)           (9,351)
 Debt Settlement                                       78,142               --
                                                 ------------      ------------
 Other [Expenses] Income - Net                        (52,653)           (9,351)
                                                 ------------      ------------
[Loss] from Operations Before
  Income Tax [Benefit] Expense                       (639,023)         (135,849)
Income Tax [Benefit] Expense                             --                --
                                                 ------------      ------------
 [Loss] from Operations                          $   (639,023)     $   (135,849)
                                                 ------------      ------------

 Net [Loss]                                      $   (639,023)     $   (135,849)

 Preferred Stock Dividend in Arrears                   11,250            12,500
                                                 ------------      ------------
 Net [Loss] Available to
 Common Stockholders                             $   (650,273)     $   (148,349)
                                                 ------------      ------------

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


 Weighted Average Shares of Common
 Stock Outstanding-Basic and Diluted               14,955,925        13,484,670


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


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<PAGE>
<TABLE>
<CAPTION>

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


                                                                             Three Months Ended
                                                                                 March 31,
                                                                        ---------------------------
                                                                          2 0 0 1         2 0 0 0
                                                                        ------------    -----------
<S>                                                                     <C>            <C>
Operating Activities:
  [Loss] Income from Continuing Operations                              $  (639,023)   $  (135,849)
  Adjustments to Reconcile Net [Loss] Income to
    Net Cash [Used for] Operating Activities:
    Depreciation and Amortization                                            59,982         36,518

 Changes in Assets and Liabilities:
  [Increase] Decrease in:
    Prepaid Expenses                                                           --            5,834
    Other Assets                                                                688         (5,885)
  Increase [Decrease] in:
    Accounts Payable and Accrued Expenses                                  (354,336)        58,222
                                                                        -----------    -----------
  Net Cash - Continuing Operations                                         (932,689)     (41,160))
                                                                        -----------    -----------
Investing Activities - Continuing Operations:
  Purchase of Patents and Licenses                                         (125,000)          --
  Purchase of Property, Equipment, and Capitalized Software                    --          (22,338)
                                                                        -----------    -----------
Net Cash - Investing Activities                                         $  (125,000)   $   (22,338)
                                                                        -----------    -----------

Financing Activities - Continued Operations:

  Proceeds from Issuance of Common Stock                                       --          250,000
  Proceeds from Sale of Treasury Stock                                       14,062           --
  Increase in Loan Payable to Officer                                        65,000         96,350
  Proceeds from Note Payable - Related Party                              1,303,642           --
  Proceeds from Note Payable                                                125,000           --
  Payment of Lease Payable                                                  (14,581)       (21,740)
  Payment of Note Payable                                                   (50,000)        (5,850)
                                                                        -----------    -----------
  Net Cash - Financing Activities                                         1,443,123        318,760
                                                                        -----------    -----------
[Decrease] Increase in Cash and Cash Equivalents                            385,434        255,262

Cash and Cash Equivalents - Beginning of Period                              32,929       (173,875)
                                                                        -----------    -----------
Cash and Cash Equivalents - End of Period                               $   418,363    $    81,387
                                                                        ===========    ===========
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
    Interest                                                            $     4,795    $     8,751

Supplemental Schedule of Non-Cash Investing and Financing Activities:
  Conversion of Preferred Stock into Common Stock                       $      --      $       455
  Issuance of Common stock for Cancellation of Preferred Stock          $       500
</TABLE>

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

6
<PAGE>
                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (Unaudited)
                                 March 31, 2001

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 March 31, 2001, are not necessarily
                  indicative of the results of operations to be reported for the
                  full year ending December 31, 2001. 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, 2000.


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

                  Income fees derived from customers are evenly concentrated
                  amongst numerous customers.

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

                  The Company's operating shortfalls have largely been funded
                  via its largest shareholder, Hosken Consolidated Investment
                  Limited (HCI). HCI is a South Africa-based investment holding
                  company that focuses its activities in telecommunications and
                  information technology, media and broadcasting, interactive
                  gaming and entertainment and financial services. During 2000,
                  HCI funded the Company $2,335,000 in the form of convertible
                  notes. These notes bear an interest rate of 12 percent, have a
                  maturity date of December 31, 2000 and are collateralized by
                  substantially all of the assets of the Company. At December
                  31, 2000, the Company had not repaid the outstanding principal
                  balance and interest and was in technical default of the note
                  payable agreement. HCI has informed the Company that it plans
                  to convert the notes into equity at a future date, at a price
                  to be determined.

                  During the first quarter of 2001, HCI advanced the Company
                  $1,303,042 in convertible notes and funds, and has stated its
                  intent on continuing the funding of the Company through the
                  balance of the year. During the second quarter of 2001, HCI
                  advanced the Company about $1 million in convertible notes.


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

                  During fiscal 2000, the Company issued 375,000 shares of its
                  common stock in connection for consulting services rendered in
                  obtaining and negotiating convertible debt financing. The
                  value of the 375,000 shares was based on the market value per
                  common share of approximately $2.00 at the date of issuance.
                  Accordingly, the Company recorded an expense of $750,000 for
                  the year ended December 31, 2000 associated with these
                  consulting services.

7
<PAGE>

                  In February 2000, the Company issued 100,000 shares of its
                  common stock in exchange for a $150,000 investment [fair value
                  of common stock at date of issuance] from an individual
                  investor.

                  In March 2000, the Company issued 100,000 shares of its common
                  stock in connection with a $100,000 borrowing obtained from a
                  customer of the Company. The fair value of the common stock
                  issued was approximately $100,000.

                  In April 2000, the Company issued 25,000 shares of its common
                  stock in exchange for consulting services which has been
                  recorded as a $ 25,000 expense in fiscal 2000.

                  In the first quarter 2001 the Company issued 500,000 shares of
                  its common stock to the Shaar fund to repurchase outstanding
                  preferred stock.

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. This agreement was terminated
                  during 2000.

                  On March 30, 2001 the Company executed a formal agreement with
                  Australian On-Line Casino Ltd. (AOC) and Casino Australia
                  On-Line Pty Ltd (CAO), its subsidiary for the licensing and
                  distribution of our products. AOC holds an online casino and
                  bookmaking license from the Australian Territory of Norfolk
                  Island. AOC is seeking to establish itself as a global
                  marketer and supplier of Internet gaming services.

                  Generally, the Company granted to AOC an exclusive license to
                  distribute our software products in the Asia Pacific region,
                  and non-exclusive rights to distribute other products. To
                  retain this exclusivity in this territory, AOC must meet
                  minimum sales thresholds, at recommended sales prices approved
                  by us. We obtained certain non-exclusive rights to distribute
                  new products that CAO creates.

                  The agreement calls for $250,000 in cash, plus ongoing
                  royalties associated with sales revenue, service revenue and
                  hosting revenue. Additionally, the Company will receive an
                  option for 5,000,000 shares of AOC stock. AOC is planning a
                  50,000,000 share offering to raise $10,000,000 (Australian).

                  The transaction is subject to a number of conditions,
                  including the successful public offering of AOC, and the
                  certification of our ICE software by the appropriate
                  Australian authority. The transaction is expected to be
                  completed during the second or third quarter of this year.

8
<PAGE>
Note 8 -          Subsequent Events
                  -----------------

                  During the first quarter of 2001, HCI provided notice to the
                  Company of its intention to convert its 9,000 shares of
                  preferred stock to common stock, under formula as provided in
                  the Convertible Preferred Stock Sales Agreement. If HCI
                  ultimately converts all of its preferred stock, it will cause
                  significant dilution to the Company's outstanding shares.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

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

         Three Months Ended March 2001 and 2000
         --------------------------------------

         Net Revenues. The Company's revenues decreased approximately 83% in
         2001 over the same period in 2000. Revenues from operations in the
         first quarter 2001 were $ 225,105 as compared with $ 1,315,129 for the
         same period in 2000. The decrease in revenues was attributable to a
         significant decrease in sales of our software products. During the
         first quarter of 2001, we allocated resources to increased product
         development, and the moratorium imposed by the government of Australia
         on new casino licenses (since May 2000) may have also impacted sales of
         our products.

         Revenue received during the first quarter of 2001 emanated primarily
         from recurring software royalty fees, and the initial order for our
         gaming devices.

         Operating Expenses. Operating expenses decreased by 40% or $ 530,387 in
         the first quarter 2001 over the same period in 2000. The decrease was
         largely due to cost cutting efforts, expenses related to product
         development, decreased support staffing and the company relocating its
         operation to Las Vegas, during the third quarter of 2000.

         Other Income. Included in other income is a final settlement of an
         amount owed to a advertising vendor for services rendered. The amount
         paid was $112,500 in full and final settlement of a total amount owing
         of $190,912. The Company has taken a more aggressive posture in
         managing and resolving its accounts payable, and anticipates future
         settlements on past outstanding amounts.

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

         Cash and cash equivalents totaled $418,363 at March 31, 2001 compared
         to $81,387 at March 31, 2000. The increase in cash and cash equivalents
         was due primarily due to funding received from the Company's largest
         stockholder, HCI of about $1,300,000 offset by negative cash flow from
         operations. Management believes that cash generated from future
         operations and continuing participation of HCI and, potentially other
         investors will be sufficient to satisfy the Company's current
         anticipated cash requirements.

9
<PAGE>

                  ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARIES

                                     PART II

Item 1.           Legal Proceedings

                  During the first quarter of 2001, we reached mutually
                  satisfactory resolutions involving litigation with Kelley and
                  Kelley Advertising, Inc. and Olshan Grundman Frome Rosenzweig
                  & Wolosky LLP. Subsequent to the first quarter of 2001, we
                  reached mutually satisfactory resolutions involving litigation
                  with Keane, Inc. and Wayne Newton. We issued 225,000 shares of
                  stock to resolve the case with Mr. Newton.

                  The Company recently received notice of a judgement in favor
                  of Actrade, in the amount of $139,062. This judgement was
                  apparently handed down in March of 2000, and relates to a
                  company payable for a trade acceptance draft. The Company
                  intends on reaching a mutually satisfactory arrangement with
                  the plaintiff on this matter.

                  The Company is involved in various other legal proceedings
                  that arise in the normal course of business. We could incur
                  significant legal fees in connection with these matters but
                  based on currently available information, the resolutions of
                  these cases is not likely to have a material adverse effect on
                  our business, financial position or future results of
                  operations.


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


10
<PAGE>

In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


Date:  May 14, 2001
                             Online Gaming Systems, Ltd.


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


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


11