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, 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 November 7, 2002
-----------------------------                 ----------------------------------
Common Stock, $.001 par value                             96,365,953
<PAGE>

                                TABLE OF CONTENTS


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

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

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

         Consolidated Statement of Operations-Nine Months Ended
         September 30, 2002 (Unaudited)..................................     4

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

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

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

Item 2   Management's Discussion and Analysis of Financial Condition and
         Results of Operation............................................    10


                           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

         Certifications..................................................    15
<PAGE>

                                     PART 1


Item 1.  Financial Statements

         The following unaudited financial Statements for the nine-month periods
         ended September 30, 2002 and 2001 have been prepared by Online Gaming
         Systems, Ltd. (the "Company") and Subsidiary.



                   ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY

                              Financial Statements

                               September 30, 2002





Page 2 of 17
<PAGE>

                       ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY
                               CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                            September 30,   December 31,
                                                            ------------    ------------
                                                                2002            2001
                                                                ----            ----
                                                            (Unaudited)
                                                            ------------    ------------
<S>                                                         <C>             <C>
Assets:

Current Assets:
  Cash                                                      $     55,515    $    123,097
  Other Current Assets                                            17,018          22,918
                                                            ------------    ------------

  Total Current Assets                                            72,533         146,015

Property and Equipment-Net of accumulated depreciation            80,472         214,393

Intangible Assets-Net of accumulated amortization                326,665         319,333
                                                            ------------    ------------

  Total Assets                                              $    479,670    $    679,741
                                                            ------------    ------------

Liabilities and Stockholders' Equity:

Current Liabilities:
  Accounts Payable and Accrued Expenses                     $    262,910    $    379,125
  Notes Payable-Officers                                              --          34,680
  Accrued Interest-Related Party                               1,165,629         804,098
  Note Payable                                                    70,000          22,500
  Capital Lease Obligations                                        5,868          34,874
                                                            ------------    ------------

  Total Current Liabilities                                    1,504,407       1,275,277

Convertible Notes Payable-Related Party                        4,804,907       3,734,907
                                                            ------------    ------------

Total Liabilities                                              6,309,314       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-
96,365,953 Shares at September 30, 2002                           96,365          94,546

Additional Paid-in Capital                                    18,695,434      18,615,665

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

Accumulated (Deficit)                                        (22,890,958)    (21,310,169)
                                                            ------------    ------------

Total Stockholders' (Deficit)                                 (5,829,644)     (4,330,443)
                                                            ------------    ------------

Total Liabilities and Stockholders' (Deficit)               $    479,670    $    679,741
                                                            ------------    ------------
</TABLE>

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


Page 3 of 17
<PAGE>

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


                                                 Nine Months Ended September 30,

                                                     2002              2001
                                                     ----              ----

Revenue
  Related Party                                  $    250,000      $         --
  Other                                               436,706           693,937
                                                 ------------      ------------

Total Revenue                                         686,706           693,937

Cost of Sales                                              --            17,142
                                                 ------------      ------------

Gross Profit                                          686,706           676,795
                                                 ------------      ------------

Operating Expenses:
  General and Administrative                        1,631,727         2,930,995
  Depreciation and Amortization                       242,238           185,719
                                                 ------------      ------------

Total Operating Expenses                            1,873,965         3,116,714
                                                 ------------      ------------

[Loss] from Operations                             (1,187,259)       (2,439,919)
                                                 ------------      ------------

Other [Expenses] Income:
  Interest Expense-Related Party                     (392,005)         (445,097)
  Interest Expense                                     (3,323)          (16,245)
  Settlement of debt                                       --          (200,000)
  Other Income [Expense]                                1,797          (183,732)
                                                 ------------      ------------

  Other [Expenses] - Net                             (393,531)         (845,074)
                                                 ------------      ------------

[Loss] from Operations Before
Income Tax [Benefit] Expense                       (1,580,790)       (3,284,993)

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

  [Loss] from Operations                           (1,580,790)       (3,284,993)
                                                 ------------      ------------

Net [Loss]                                         (1,580,790)       (3,284,993)

  Preferred Stock Dividend in Arrears                      --                --
                                                 ------------      ------------

    Net [Loss] Available to
    Common Stockholders                          $ (1,580,790)     $ (3,284,993)
                                                 ------------      ------------

    Basic and Diluted Net [Loss]
    Per Share of Common Stock                    $       (.01)     $       (.15)

    Weighted Average Shares of Common
    Stock Outstanding-Basic and Diluted            95,336,529        22,440,889



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


Page 4 of 17
<PAGE>

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


                                               Three Months Ended September 30,

                                                    2002              2001
                                                    ----              ----

Revenue
  Related Party                                 $         --      $         --
  Other                                              146,473           196,798
                                                ------------      ------------

Total Revenue                                        146,473           196,798

Cost of Sales                                             --                --
                                                ------------      ------------

Gross Profit                                         146,473           196,798
                                                ------------      ------------

Operating Expenses:
  General and Administrative                         438,769         1,048,271
  Depreciation and Amortization                       68,143            59,984
                                                ------------      ------------

Total Operating Expenses                             506,912         1,108,255
                                                ------------      ------------

[Loss] from Operations                              (360,439)         (911,457)
                                                ------------      ------------

Other [Expenses] Income:
  Interest Expense-Related Party                    (137,397)         (173,500)
  Interest Expense                                      (680)             (860)
  Other Income [Expense]                                  --          (183,734)
                                                ------------      ------------

  Other [Expenses] - Net                            (138,077)         (357,734)
                                                ------------      ------------

[Loss] from Operations Before
Income Tax [Benefit] Expense                        (498,516)       (1,269,191)

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

[Loss] from Operations                              (498,516)       (1,269,191)
                                                ------------      ------------

Net [Loss]                                          (498,516)       (1,269,191)

  Preferred Stock Dividend in Arrears                     --                --
                                                ------------      ------------

    Net [Loss] Available to
    Common Stockholders                         $   (498,516)     $ ( 1,269,191)
                                                ------------      ------------

    Basic and Diluted Net [Loss]
    Per Share of Common Stock                   $      (0.01)     $       (.04)

    Weighted Average Shares of Common
    Stock Outstanding-Basic and Diluted           95,546,846        33,985,792



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


Page 5 of 17
<PAGE>

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

<TABLE>
<CAPTION>
                                                            Nine Months Ended September 30,

                                                                  2002           2001
                                                                  ----           ----

<S>                                                           <C>            <C>
Operating Activities:
  [Loss] from Operations                                      $(1,580,790)   $(3,284,993)
  Adjustments to Reconcile Net [Loss] Income to
    Net Cash [Used for] Operating Activities:
    Depreciation and Amortization                                 242,238        185,719
  Issuance of Common Stock for services rendered                   34,000
  Issuance of Common Stock for cancellation of indebtedness                      200,000
  Issuance of Common Stock for services rendered                                 (38,769)

Changes in Assets and Liabilities:
  [Increase] Decrease in:

    Other Assets                                                   (4,747)       (17,622)

  Increase [Decrease] in:
    Accounts Payable and Accrued Expenses                        (116,218)      (707,817)
    Accrued Interest - Related Party                              361,531        445,097
                                                              -----------    -----------

Net Cash - Operating Activities:                               (1,063,986)    (3,218,385)
                                                              -----------    -----------

Investing Activities:
  Purchase of Patents and Licenses                                     --       (125,000)
  Purchase of Property, Equipment, and Capitalized Software      (105,000)       (80,548)
                                                              -----------    -----------

Net Cash - Investing Activities                                  (105,000)      (205,548)
                                                              -----------    -----------

Financing Activities:
  Proceeds from Issuance of Common Stock                           12,910         17,500
  Proceeds from Sale of Treasury Stock                                 --         14,062
  Increase (Decrease) in Loan Payable to Officer                       --         91,254
  Proceeds from Note Payable                                       50,000        132,500
  Proceeds from Convertible Note Payable - Related Party        1,320,000      3,538,642
  Repayment of Convertible Note Payable - Related Party          (250,000)            --
  Repayments of Note Payable                                       (2,500)      (282,500)
  Repayments of Lease Payable                                     (29,006)       (85,888)
                                                              -----------    -----------

Net Cash - Financing Activities                                 1,101,404      3,425,570
                                                              -----------    -----------

[Decrease] Increase in Cash and Cash Equivalents                  (67,582)         1,637

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

Cash and Cash Equivalents - End of Period                     $    55,515    $    34,566
                                                              ===========    ===========

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the years for:

    Interest                                                  $    33,796    $    37,805
    Taxes                                                              --             --

    Supplemental Disclosure of  Non-cash Financing Activities:
</TABLE>

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 nine month period ended September 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 17
<PAGE>

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


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 nine-month period
              ending September 30, 2002:

                    Customer A-related party               36%
                    Customer B                             36%


Page 7 of 17
<PAGE>

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

              At September 30, 2002, the Company had a $4,804,907 convertible
              note payable balance due Hosken Consolidated Investments ["HCI"].
              As of September 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
              September 30, 2002 the Company has $1,165,629 in interest related
              to the convertible debt borrowing. During the nine-month periods
              ended September 30, 2002 and 2001 the Company repaid HCI
              approximately $30,473 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 provided management
              services in connection with developing an Internet casino and
              securing requisite licensing to International Gaming &
              Entertainment Ltd.("IGEC") for a 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 $250,000 of
              convertible debt due AI.

              During the third quarter of 2002, HCI advanced the Company
              $170,000 in convertible notes and funds

              See Note 7 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.

              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.


Page 8 of 17
<PAGE>

              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. On August 8, 2002 the Company issued another 30,000 shares
              of its common stock.

              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.

              During the third quarter 2002, the Chief Financial Officer of the
              Company purchased 133,333 shares of the Company's common stock, at
              $.06 per share.

              In the third quarter 2002, 541,667 shares of the Company's common
              stock with a fair market value of $0.06 per share were issued as
              consideration for rent in arrears. Additionally the Company issued
              25,000 shares of common stock with a fair market value of $0.06
              per share to a consultant for services rendered.


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

              UnoDosTres.com
              --------------

              During the third quarter of 2001, the Company executed a Marketing
              and Operations Agreement with UnoDosTres.com ("UDT) whereby it was
              granted exclusive rights to market up to three Internet Casinos on
              the UDT site and UDT agreed to provide up to $155 million of
              bartered advertising to promote the Internet casinos. The
              Agreement called for the first of the Internet casinos to be open
              not later than September 19, 2002.

              Due to delays in completion of certification for the Internet
              casino that the company will be managing for International Gaming
              & Entertainment Corporation, an affiliate, the casino was not open
              as of September 19, 2002. On September 25, 2002 UDT informed the
              Company that the agreement would be terminated, and has proposed
              certain changes to the various of the business points of the
              original Agreement. The Company is currently negotiating a new
              agreement with UDT.


Page 9 of 17
<PAGE>

Note 8-       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 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
         -------------

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

         Nine Months Ended September 30, 2002 and 2001
         ---------------------------------------------

         Net Revenues. The Company's revenues decreased approximately 1% in 2002
         over the same period in 2001. Revenues from operations for the
         nine-month ended September 30, 2002 were $686,706 as compared with
         $693,937 for the same period in 2001. The decreases in fee-paying
         customers emanating from a general industry slowdown apparent since the
         third quarter of 2001 and a offset of consulting fees to a related


Page 10 of 17
<PAGE>

         party for $250,000. 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 40% or $1,242,749
         for the nine-month period ended September 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 nine months.

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

         Net Revenues. The Company's revenues decreased approximately 26% in
         2002 over the same period in 2001. Revenues from operations for the
         three-month ended September 30, 2002 were $146,473 as compared with
         $196,798 for the same period in 2001. The decrease in revenue was
         primarily due to a decrease in fee-paying customers emanating from a
         general industry slowdown apparent since the third quarter of 2001.
         Additionally, significant revenue during 2001 was derived from hardware
         and related services, of which those projects have been completed, and
         the company is no longer as involved in this line of business.

         Operating Expenses. Operating expenses decreased by 54% or $601,343 for
         the three-month period ended September 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.


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

         Cash and cash equivalents totaled $55,515 at September 30, 2002. Net
         cash used from operations was $1,063,986 primarily due to a Net Loss
         for the nine months ended September 30, 2002 of $1,580,790, a reduction
         in Accounts Payable and accrued expenses of $116,218, an increase in
         accrued interest to a related party of $361,531 and non-cash
         depreciation and amortization of $242,238.

         Net cash used in investing activities for the nine months ended
         September 30, 2002, was $105,000 for payments made for the further
         development of the Company's software.

         Net cash provided from financing activities for the nine months ended
         September 30, 2002, was $851,404. HCI, the Company's largest
         stockholder advanced $1,320,000 of which $250,000 was offset for
         payment of consulting fees.

         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.


Page 11 of 17
<PAGE>

         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.

         Controls and Procedures
         -----------------------

         (a)  Explanation of disclosure controls and procedures. The Company's
              chief executive officer and its chief financial officer after
              evaluating the effectiveness of the Company's disclosure controls
              and procedures (as defined in Exchange Act Rules 13a-14(c) and
              15-d-14(c) as of a date within 90 days of the filing date of the
              quarterly report (the "Evaluation Date") have concluded that as of
              the Evaluation Date, the Company's disclosure controls and
              procedures were adequate and effective to ensure that material
              information relating to the Company and its consolidated
              subsidiary would be made known to them by others within those
              entities, particularly during the period in which this quarterly
              report was being prepared.

         (b)  Changes in internal controls. There were no significant changes in
              the Company's internal controls or in other factors that could
              significantly affect the Company's disclosure controls and
              procedures subsequent to the Evaluation Date, nor any significant
              deficiencies or material weaknesses in such disclosure controls
              and procedures requiring corrective actions. As a result, no
              corrective actions were taken.


Page 12 of 17
<PAGE>

                   ONLINE GAMING SYSTEMS, LTD. AND SUBSIDIARY

                                     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.

              During the third quarter of 2002, counsel for Chipstead
              Consultants Limited, an Australian company threatened litigation
              against the company, alleging a software purchase transaction in
              January of 2000 whereby the company failed to deliver the software
              in exchange for deposits totaling $112,500. The Company has
              responded to Chipstead's counsel, asserting that it provided
              software and support to Chipstead that included the alleged
              amount. The Company has not retained counsel at this point.

              There were no other new legal proceedings filed or threatened
              involving the Company during the nine-month period ended September
              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 17
<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 8, 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


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<PAGE>

     CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


I, J.A. Copelyn, Chief Executive Officer of Online Gaming Systems, Ltd. (the
"Company") do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (a)  the Quarterly Report on Form 10-Q of the Company for the quarterly
              period ended September 30, 2002, which this certification
              accompanies (the "Periodic Report") fully complies with the
              requirements of Section 13(a) fo the Securities Exchange Act of
              1934; and

         (b)  that information contained in the Periodic Report fairly presents,
              in all material respect, the financial condition and results of
              operations of the Company.



Date: November 8, 2002                 By: /s/ J.A. COPELYN
                                           -------------------------------------
                                           J.A. Copelyn
                                           Chief Executive Officer
                                           Online Gaming Systems, Ltd.



I, Lawrence P. Tombari, Chief Financial Officer of Online Gaming Systems, Ltd.
(the "Company") do hereby certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (a)  the Quarterly Report on Form 10-Q of the Company for the quarterly
              period ended September 30, 2002, which this certification
              accompanies (the "Periodic Report") fully complies with the
              requirements of Section 13(a) fo the Securities Exchange Act of
              1934; and

         (b)  that information contained in the Periodic Report fairly presents,
              in all material respect, the financial condition and results of
              operations of the Company.



Date: November 8, 2002                 By: /s/ LAWRENCE P. TOMBARI
                                           -------------------------------------
                                           Lawrence P. Tombari
                                           Chief Financial Officer
                                           Online Gaming Systems, Ltd.


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