SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-QSB

(Mark One)

(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2003

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 0-25167

GSL HOLDINGS, INC.

     (Exact Name of Registrant as Specified in Its Charter)

British Virgin Islands                                           N/A

(State or Other Jurisdiction of                           (I.R.S. employer

Incorporation or Organization)                          Identification No.)

123 South Los Robles Avenue, Pasadena, California                   92708

(Address of Principal Executive Offices)                                   (Zip Code)

Registrant's Telephone Number, Including Area Code

(626) 356-3888

Bethurum Laboratories, Inc.

(Former Name)

 6371 Richmond, #200, Houston, Texas 77057

(Former Address)

Indicate by check (X) whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 (  )

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 8,803,088 shares of common stock, no par value per share, were outstanding as of March 31, 2003.

CONTENTS

PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

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

               and Results of Operations

Item 3.   Controls and Procedures

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

Item 2.   Changes in Securities

Item 3.   Defaults Upon Senior Securities

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

Item 5.   Other Information

Item 6.   Exhibits and Reports on Form 8-K

INDEPENDENT ACCOUNTANTS'

REVIEW REPORT

The Board of Directors

GSL Holdings, Inc. and Subsidiaries

(Formerly Bethurum Laboratories, Inc.)

(A Development Stage Company)

Pasadena, California

We have reviewed the accompanying consolidated balance sheet of GSL Holdings, Inc. and subsidiaries as of March 31, 2003, and the related consolidated statements of operations and comprehensive income (loss), and cash flows for the three-month period (January 1, 2003 through March 31, 2003) then ended, in accordance with Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants.  All information included in these financial statements is the representation of the management of GSL Holdings, Inc and subsidiaries.

A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Company is a development stage company with no significant operating results to date, which raises substantial doubt about its ability as a going concern.  Management's plans in regard to these matters are also described in Note 3.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

KENNY H. LEE CPA GROUP, INC.

May 14, 2003

GSL HOLDINGS, INC. AND SUBSIDIARIES

(FORMERLY BETHURUM LABORATORIES, INC.)

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

March 31, 2003 (Unaudited)

	March 31, 2002
ASSETS
Current assets
Cash and cash equivalents	$      7,668
Accounts receivable, net of allowance for doubtful accounts of $0	10,000
Prepaid expense	2,500
Total current assets	20,168
Property and equipment, net (note 4)	2,409
Other assets (note 5, 6)	820,833
Total assets	$  843,410
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Note payable (note 7)	$    40,000
Notes payable - related party (note 8)	210,000
Deferred revenue (note 9)	10,000
Accrued expenses and other liabilities (note 10)	309,450
Total current liabilities	569,450
Long-term liabilities	-
Total long term liabilities	-
Commitments and contingencies (note 11)
Stockholders' equity
Common stock, no par value;                Authorized 1,000,000,000 shares;                8,803,088 shares issued and outstanding	1,268,665
Additional paid-in capital	-
Deferred consulting fees	(10,942)
Accumulated other comprehensive income (loss)	-
Accumulated deficits	(983,763)
Total stockholders' equity	273,960
Total liabilities and stockholders' equity	$  843,410

The accompanying notes are an integral part of these consolidated financial statements.

GSL HOLDINGS, INC. AND SUBSIDIARIES

(FORMERLY BETHURUM LABORATORIES, INC.)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three-Month Period Ended March 31, (Unaudited)

	2003	2002
Net Sales	$         34,499	$                -
Selling, general and administrative expenses	215,974	217,706
Operating income (loss)	(181,475)	(217,706)
Other income (expense)
Interest expense and other expense	(5,627)	-
Total other income (expense)	(5,627)	-
Income (loss) before income taxes	(187,102)	(217,706)
Deferred tax benefits (note 6)	79,833	-
Provision for income taxes	800	-
Net income (loss)	(108,069)	(217,706)
Other comprehensive income (loss)
Foreign currency translation adjustment	-	-
Comprehensive income (loss)	$    (108,069)	$    (217,706)
Basic and diluted earnings (loss) per common share	$          (0.01)	$          (0.03)
Weighted average number of common shares	8,736,457	7,368,238

The accompanying notes are an integral part of these consolidated financial statements.

GSL HOLDINGS, INC. AND SUBSIDIARIES

(FORMERLY BETHURUM LABORATORIES, INC.)

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three-Month Period Ended March 31, (unaudited)

	2003	2002
Cash flow from operating activities:
Net income (loss)	$  (108,069)	$  (217,706)
Adjustments to reconcile net income (loss) to net cash      provided by (used in) operating activities:
Depreciation	131	-
Amortization of deferred consulting fees	25,490	133,163
Common Stock issued for consulting services	80,000	-
(Increase) decrease in
Prepaid expense	(2,500)	-
Prepaid security deposits - other assets	-	(3,756)
Deferred tax assets - other assets	(79,833)	-
Increase (decrease) in
Accrued expenses and other liabilities	90,132	1,129
Total adjustments	113,420	130,536
Net cash provided by (used in) operating activities	5,351	(87,170)
Cash flow from investing activities:	-	-
Cash flow from financing activities:
Repayment of note payable	-	(150,000)
Proceeds from reorganization	-	500
Issuance of common stock for cash	-	307,500
Net cash provided by (used in) financing activities	-	158,000
Cumulative translation adjustment	-	-
Net increase in cash and cash                 equivalents	5,351	70,830
Cash and cash equivalents at beginning of period	2,317	-
Cash and cash equivalents at end of period	$        7,668	$       70,830
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$               -	$               -
Income tax	$               -	$               -

The accompanying notes are an integral part of these consolidated financial statements.

GSL HOLDINGS, INC. AND SUBSIDIARIES

(FORMERLY BETHURUM LABORATORIES, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2003 (Unaudited)

(1)    Organization and Line of Business

GSL Holdings, Inc. (the Company), formerly named as Bethurum Laboratories, Inc., was incorporated under the laws of the British Virgin Islands on September 22, 2000. Bethurum Laboratories, Inc. was a shell corporation with no other material operations until the acquisition.

Effective January 8, 2002, Bethurum Laboratories, Inc. (Bethurum), and Global Starlink Group, Inc. (Global), a corporation organized under the laws of the Cayman Islands, British West Indies, completed a Plan and Agreement of Reorganization whereby Bethurum issued 7,600,000 shares of its common stock in exchange for all of the outstanding common stock of Global. Immediately prior to the Plan and Agreement of Reorganization, Bethurum had 400,188 shares of common stock issued and outstanding. The acquisition was accounted for as a recapitalization of Global because the shareholders of Global controlled Bethurum after the acquisition was completed. Global was treated as the acquiring entity for accounting purposes and Bethurum was the surviving entity for legal purposes. There was no adjustment to the carrying value of the assets or liabilities of Global Starlink Group, Inc. (Global) and its wholly owned subsidiaries, nor was there any adjustment to the carrying value of the net assets of Bethurum. All references to shares of common stock have been retroactively restated.

On January 18, 2002, Bethurum changed its name to GSL Holdings, Inc.

Also effective January 18, 2002, a 1 for 4 reverse split of the Company's common stock was effected. All references to shares of common stock in the accompanying consolidated financial statements have been retroactively restated to reflect this reverse stock split.

As a result of the exchange transaction, the Company's primary business is now that business which is the planned business to be carried on by Global in an effort to assure, streamline, facilitate, and promote trade between China and the rest of the World. The Company's mission is to create a Global Business Partnership Network (GBPN) in which trade between China and the Western economies can flow freely with integrity and security for all parties involved. Within the GBPN community, the Company expects to foster trade under the World Trade Organization (WTO) rules and regulations, execute on the commitments made by China to open trade, integrate with the Western economy, and offer a more predictable environment for trade and foreign investment. Also, as a part of the establishment of GBPN, the Company plans to create a network of China Trade Centers (CTC) or marketplaces, where Chinese businesses can showcase their state of the art manufacturing capabilities and products to the international business community.

In September 2002, in the continued process to fulfill the Company's mission, the Company entered into a 'Corporate Combination Agreement' with 'Pacific Garment manufacturing Group, Ltd. ("Pacific"),' a British Virgin Islands corporation, a supply chain management company specializing in the apparel/textile industry, and 'Beyond Expectation Production Company, Ltd.' (the shareholder). Pursuant to the 'Agreement', the Company will exchange all of the issued and outstanding shares of Pacific for shares (authorized but unissued, restricted, non-voting common stock) of the Company, valued at $2.50 per share, in an amount equal to eight times Pacific's earnings before interest, taxes, depreciation, and amortization for the fiscal year ended March 30, 2002. Due to a contingencies clause of the 'Agreement', the transaction has not been closed as of March 31, 2003.

In order to accelerate the establishment of GBPN, the Company acquired one hundred percent (100%) of 'Global Starlink Group (Hong Kong) Limited', a Hong-Kong based company, mainly engaged in trading in November 2002, and established a wholly owned subsidiary named 'GSL (Beijing) Investment Management Consultant Limited' in China in December 2002.

(2)    Summary of Significant Accounting Policies

Affirmative Statement

The accompanying consolidated financial statements have been adjusted to include all adjustments which in the opinion of the management of the Company are necessary in order to make the consolidated financial statements not misleading.

Principles of Consolidation

The consolidated financial statements include the accounts of GSL Holdings, Inc. and its wholly owned subsidiaries, Global Starlink Group, Inc., Global Starlink Group (Hong Kong) Limited and GSL (Beijing) investment Management Consultant Limited. All significant intercompany accounts and transactions are eliminated in consolidation. All of the entities are collectively referred to as "the Company".

Revenue Recognition

Revenues on services (e.g. providing certain benefits to members entering into GBPN, assisting companies in China or Hong Kong in carrying out marketing and sales activities in the U.S.A., assisting companies in liaising with potential enterprise to employ the service to be provided by the China Trade Center, etc.) are generally recognized when services are made. TheCompany does not provide a specific return policy. The Company does not provide discounts to the customers.

Comprehensive Income

The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive Income." This statement establishes standards for reporting comprehensive income and its components in a financial statement. Comprehensive income, as defined, includes all changes in equity (net assets) during a period from non-owner sources. Examples of items to be included in comprehensive income, which are excluded from net income, include foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are recorded at cost. Maintenance and repairs are expensed as paid, and expenditures that increase the useful life of the asset are capitalized.

For financial reporting purposes, depreciation is provided using the straight-line method over the following estimated useful lives of the respective assets.

Office equipment	5 years
Furniture and fixtures	7 years

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with the requirements of Statements of Financial Accounting Standards No. 107, "Disclosures About Fair Value of Financial Instruments." The carrying values of cash and cash equivalents, accounts receivable, notes payable, deferred revenue and accrued expenses approximate fair value due to their short-term maturities of these instruments.

Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation," establishes and encourages the use of the fair value based method of accounting for stock-based compensation arrangements under which compensation cost is determined using the fair value stock-based compensation determined as of the date of grant and is recognized over the periods in which the related services are rendered. The statement also permits companies to elect to continue using the current implicit value accounting method specified in Accounting Principles Bulletin ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," to account for stock-based compensation issued to employees. The Company has elected to use the intrinsic value based method and has disclosed the pro forma effect of using the fair value based method to account for its stock-based compensation.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standard (SFAS) No. 109, "Accounting for Income Taxes", which was adopted in 2002.

In accordance with SFAS No. 109, deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial report amounts at each period end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period, if any, and the change during the period in deferred tax assets and liabilities.

Loss per Share

The Company utilizes SFAS No. 128, "Earnings per Share." Basic loss per share is computed by dividing loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Because the Company has incurred net losses, basic and diluted loss per share are the same.

Foreign Currency Exchange Gains and Losses

The reporting currency for the Company is the United States dollar. The functional currencies of the Company's foreign subsidiaries are the Hong Kong Dollar and Chinese Yuan Renminbi. Subsidiaries' assets and liabilities are translated into United States dollars at the exchange rate in effect at the balance sheet date. Revenue and expenses are translated at weighted average rate of exchange prevailing during the period. The resulting cumulative translation adjustments are disclosed as a component of accumulative other comprehensive income (loss) in shareholders' equity. Foreign currency transaction gains and losses are recorded in the statements of operations and comprehensive income (loss) as a component of general and administrative expense.

Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Certain Risks and Concentrations

Ongoing customer credit evaluations are performed by the Company and collateral is not required. The Company maintains allowances for potential returns and credit losses. Management believes that no allowance is needed at March 31, 2003.

The Company's services include components subject to degree of assurance and guarantee of the services and products sold by the customers in China into the US marketplace, because the legal system in China is still in an uncertain organizational status for dealing with non-Chinese businesses. Failure to assure and guarantee could adversely affect the Company's operating results. While the Company has ongoing programs to minimize the adverse effect of such failures and considers political and economic change in estimating its allowances, such estimates could change in the future.

One customer accounted for 100% of the Company's net revenues for the three-month period ended March 31, 2003.  At March 31, 2003, no amount was due from such customer.

Recently Issued Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 143, "Accounting for Asset Retirement Obligations." This statement applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development, and/or the normal operation of long-lived assets, except for certain obligations of lessees. This statement is not applicable to the Company.

In July 2001, the FASB issued SFAS No. 141, "Business Combinations." This statement addresses financial accounting and reporting for business combinations and supersedes Accounting Principles Bulletin ("APB") Opinion No. 16, "Business Combinations," and SFAS No. 38, "Accounting for Pre-Acquisition Contingencies of Purchased Enterprises." All business combinations in the scope of this statement are to be accounted for using one method, the purchase method. The provisions of this statement apply to all business combinations initiated after June 30, 2001. Use of the pooling-of-interests method for those business combinations is prohibited. This statement also applies to all business combinations accounted for using the purchase method for which the date of the acquisition is July 1, 2001 or later.

In July 2001, the FASB issued SFAS No. 142, "Goodwill and other Intangible Assets." This statement addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, "Intangible Assets." It addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition. This statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. It is effective for fiscal years beginning after December 15, 2001. Early application is permitted for entities with fiscal years beginning after March 15, 2001, provided that the first interim financial statements have not been issued previously.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which supersedes both FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of" and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations - Reporting the Effects of Disposal of a Segment of a Business and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (Opinion 30)," for the disposal of a segment of a business (as previously defined in the Opinion). SFAS No. 144 retains the fundamental provisions in SFAS No. 121 for recognizing and measuring impairment losses on long-lived assets held for use and long-lived assets to be disclosed of by sale, which also resolving significant implementation issues associated with SFAS No. 121. SFAS No. 144 retains the basic provisions of Opinion 30 on how to present discontinued operations in the income statement but broadens that presentation to include a component of an entity (rather than a segment of a business). Unlike SFAS No. 121, an impairment assessment under SFAS No. 144 will never result in a write-down of goodwill. Rather, goodwill is evaluated for impairment under SFAS No. 142, "Goodwill and Other intangible Assets." This statement is not applicable to the Company.

In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit of Disposal Activities," which supersedes EITF No. 94-3, "Liability Recognition for Certain Employment Termination Benefits and Other Costs to Exit an Activity." SFAS No. 146 requires companies to record liabilities for costs associated with exit or disposal activity. Adoption of this standard is effective for exit or disposal activities that are initiated after December 31, 2002. The Company believes the adoption of this statement will not have a material impact on the Company.

(3)    Going Concern

The Company's consolidated financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, for the three-month period ended March 31, 2003, the Company incurred a net loss before income taxes of $187,102, mainly due to $123,270 of consulting fee consisting of 57% of total selling, general and administrative expenses. Further, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. These matters raise substantial doubt about the Company's ability to continue as a going concern. If such consulting fee expense was not incurred, management believes that total selling, general and administrative expenses might be $92,704, resulting in net loss before income taxes of $63,832 for the three-month period ended March 31, 2003.

Management believes, however, that, as the Company is in the development stage, this selling, general administrative expense is an ingredient for the growth of the Company. It believes that formal operations pursuing various business opportunities along with seeking transactions with existing operating companies will result in improvement of operating results of the Company and net earnings will be recorded in the near future.

The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

(4)    Property and Equipment

Property and equipment at March 31, 2003 consist of the following:

Office Equipment	$ 1,898
Furniture and fixtures	1,000
	2,898
Less: accumulated depreciation	489
Total	$ 2,409

Depreciation expense was $131 for the three-month period ended March 31, 2003.

(5)    Other Assets

Other assets consist of security deposits resulting from non-cancelable operating leases for office space, officer's housing allowance and warehouse space.

In April 2002 and February 2003, the Company entered into non-cancelable operating leases for office space and officer's housing allowance. Security deposits of $3,756 and $5,250, respectively, were made in conjunction with these leases.

On October 16, 2002, the Company also entered into a non-cancelable operating lease for approximately 200,000 square feet of warehouse space, with a monthly payment of $80,000 expiring through February 2008. As of March 31, 2003, $80,000 of security deposit has not been made, but presented as 'Other Assets' and 'Other Liabilities' in the accompanying consolidated financial statements. Further, on October 16, 2002, the Company entered into an agreement to purchase this real property. The purchase price was set at $20,000,000 and is scheduled to close on April 1, 2004.

(6)    Income Taxes - Deferred Tax Assets

The following table presents the current and deferred income tax (benefit) provision for federal and state income taxes for the three-month period ended March 31, 2003:

Current tax provision:

Current tax provision:
Federal	$	-
State	$	800
	$	800
Deferred tax (benefit) provision:
Federal	$	(63,359)
State	$	(17,274)
	$	(80,633)
Add: deferred tax assets at Dec. 31, 2002	$	651,994
Deferred tax assets at March 31, 2003	$	(731,827)

Current income taxes are based upon the year's income taxable for federal and state tax reporting purposes. Deferred income taxes (benefits) are provided for certain income and expenses, which are recognized in different periods for tax and financial reporting purposes.

Deferred income tax assets and liabilities are computed annually for differences between the financial statements and tax basis of assets and liabilities that will result in taxable or deductible amount in the future based on enacted tax laws and rates applicable to the period in which the differences are expected to affect taxable income.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, the projected future taxable income and tax planning strategies in making this assessment. Based on projections for future taxable income over the periods, during which the deferred tax assets are deductible, management believes that it is more likely that most of the deferred tax assets will be realized.

As of March 31, 2003, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $1,708,280. The net operating loss carryforwards may be offset against future taxable income through 2022. The utilization of net operating loss carryforwards may be limited due to the ownership change under the provisions of Internal Revenue Code Section 382 and similar state provisions.

(7)    Note Payable

On May 29, 2002, the company had a note payable of $50,000, with an interest rate of four (4) percent per annum and due upon demand. On October 6, 2002, the Company paid $10,000 on the note and entered into a new promissory note, with an interest rate of ten (10) percent per annum, maturing January 31, 2003.

In consideration for the payment of the note, the Company issued 100,000 shares of common stock on January 22, 2003 at the price of $0.50 per share, pursuant to the "Agreement for Consulting Services" dated January 8, 2002.  Due to creditor's unwillingness to accept common stock, however, the note has not been cancelled as Of March 31, 2003.

At March 31, 2003, an outstanding balance under the note was $40,000.

(8)    Notes Payable - Related Party

In October, November, December 2001 and October 2002, a total of $210,000 was advanced to the Company by the shareholder of Global Starlink Group, Inc. Interest is imputed at eight (8) percent per annum and is due upon demand. At March 31, 2003, an outstanding borrowing under this advance was $210,000, and total interest accrued for the three-month period ended March 31, 2003 was $4,606.

(9)    Deferred Revenue

In June 2002, the Company entered into 'Membership Agreements' with an entity and an individual desiring to participate in the GSL Business Partnership Network (GBPN). As of March 31, 2003, the activities anticipated by one of these Membership Agreements has been commenced and paid, but the activities for the other Membership Agreement has formally not. Accordingly, the $10,000 membership fee received and realized by the Company from one of the participants has been recognized as revenue and the other $10,000 membership fee unrealized as of March 31, 2003 has been recognized as deferred revenue in the accompanying consolidated financial statements. The Company anticipates entering into similar Membership Agreements with other individuals and entities in the near future.

In December 2002, the Company entered into 'Service Agreement' with an entity registered in Hong Kong. Pursuant to the 'Agreement', the Company will assist an entity to carry out marketing and sales activities in U.S. in order to promote the image and sales of service of the China Trade Center (CTC) in the U.S., to liaise with central and regional government bureaus in order to establish connections to enterprises for the promotion of sales of service of the CTC, to liaise with potential enterprises to employ the service to be provided by the CTC, and to provide staffs, office premises and reasonable office environments to provide the above stated services to an entity in the U.S. In consideration for the services provided by the Company, the entity agreed to pay 'Service Fee' by installment by May 1, 2003. Pursuant to the "Service Agreement", on January 6, 2003 and February 24, 2003, the Company received partial payments of "serve Fee" of $17,917 and $16,582, respectively, and service has been realized as of March 31, 2003.  Accordingly, $34,499 of revenue has been recognized for the three-month period ended March 31, 2003.

(10)    Other Liabilities

Other liabilities consist mostly of $80,000 of security deposit payable, $64,085 of refund payable for Strategic Alliance Representative, $54,000 of deferred salaries to an officer, and $16,530 of advance for the Company's common stock unissued as of March 31, 2003.

In August 2002, the Company entered into a 'Strategic Alliance Agreement' with Pattern Logistic Limited, a corporation formed under the laws of the British Virgin Islands. This agreement provides for the Strategic Alliance representative to market and promote the Company's Global Partnership Network (GPN) in China on an exclusive basis. The Strategic Alliance representative may participate in revenue generated by the GPN through the enrollment of participants, provided certain terms and conditions are met. The formal activities and operations of the Alliance and the GPN have not yet commenced as of March 31, 2003.  The Strategic Alliance representative deposited $64,085 with the Company to help fund this development. If the Strategic Alliance representation fulfills the requirements per the agreement, the $64,085 will be refunded to the Strategic Alliance representative. Other similar Strategic Alliance Agreements may be entered into by the Company in the near future.

The Company incurred $54,000 of deferred salaries, the difference between the stated salaries ($60,000) and the actual compensation ($6,000), for the services provided by an officer, which was charged to operations for the three-month period ended March 31, 2003.  At March 31, 2003, none of the deferred compensation was actually paid.

On March 20, 3003, the Company entered into a consulting service agreement with a certain consultant, which will commence on April 1, 2003 and expire on March 31, 2004.  Pursuant to the 'Agreement', the consultant purchased 16,530 shares of the Company's common stock at the price of $1.00 per share.  As of March 31, 2003, the issuance of the Company's common stock was in progress.

(11)    Commitments and Contingencies

Leases

At October 16, 2002 and February 21, 2003, the Company entered into non-cancelable operating leases expiring through February 2008 and February 2004 for warehouse space and officer's housing allowance.  At April 2, 2002, the Company also entered into a non-cancelable operating sub-lease expiring through February 2004 for office space. A certain lease contains a provision for fixed rent increase, along with an increase in certain operating expenses.

Future minimum lease payments under the non-cancelable operating leases and sub-lease as of March 31, 2003 are as follows:

Year Ending December 31,
2003	$       865,450
2004	2,043,825
2005	2,400,000
2006	2,400,000
2007	2,400,000
Thereafter	350,000
Total minimum lease payments	$  10,464,275

Rent expense charged to operations for the three-month period ended March 31, 2003 was $15,107.

Litigation

For the three-month period ended March 31, 2003, the following legal proceeding was filed.

Jess Foster vs. GSL Holdings and Luis Chang individually, case number BC289097 in the Los Angeles Superior Court System.

The claim is for $40,000 plus interest on a loan issued by Foster to the Company and as yet unpaid, according to the terms of document signed on October 16, 2002. The Company is disputing the claim, asserting that the sums received were for purchase of common stock of the Company. The discovery of documents so far produced would seem to favor the plaintiff and liability is likely on this claim.  Before the maturity of the note, the Company issued 100,000 shares of its common stock to a plaintiff in order to settle the case.  Due to plaintiff's unwillingness to accept the common stock, however, the case is still in dispute as of March 31, 2003.

As of March 31, 2003, the principal amount and accrued interest payable in conjunction with this claim were presented as 'Note Payable' and 'Accrued Expenses' of Liabilities and Stockholders' Equity of the accompanying consolidated financial statements.

Other than this claim, based upon advice from legal counsel, there are neither existing claims nor pending or threatened litigation, either asserted or unasserted, which would be material to the Company.

(12)    Stockholders' Equity

Common Stock

On January 1, 2003, the Company entered into an agreement for consulting services with one of its shareholders.  The agreement provides for services to be rendered through December 31, 2004, in exchange for compensation of $12,000.00 per month.

On January 8, 2003, the Company also entered into a consulting service contract with an individual. The agreement provides for services to be rendered through January 8, 2004, in exchange for compensation in the form of 60,000 shares of the Company's common stock.  The Company issued these shares of common stock at the price of $0.50 (total value:  $30,000) on March 7, 2003, and a related expense has been accounted for in the amount of $6,740 through March 31, 2003, with the remaining $23,260 reflected as deferred consulting fees at March 31, 2003 to be expensed over the remaining term of the consulting agreement.

As of March 31, 2003, 8,803,088 shares of common stock were issued and outstanding.

Stock Options

In September 2002, the Company entered into a stock option agreement with an officer. Pursuant to the 'Agreement', the Company granted the option to purchase fifty thousand (50,000) common shares, at a price of $1.00 per share. This option was intended to be a Non-statutory Option and immediately exercisable.

The Company has adopted only the disclosure provisions of SFAS No. 123. It applies Accounting Principles Bulletin ("APB") Option No. 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting for its plans and does not recognize compensation expense for its stock-based compensation plans other than for restricted stock and options issued to outside third parties. If the Company had elected to recognize compensation expense based upon the fair value of the share price (determined by the approximate market price at the time of grant) at the grant date for awards under this plan consistent with the methodology prescribed by SFAS No. 123, the Company's net loss and loss per share would be increased to the pro forma amounts indicated below for the three-month period ended March 31, 2003:

Net income (loss)
As reported	$	(108,069)
Pro Forma	$	(233,069)
Basic earnings (loss) per common share
As reported	$	(0.01)
Pro forma	$	(0.03)

The following summarizes all of the Company's stock option transactions:

	Stock Options Outstanding		Weighted Average Exercise Price	Stock Options Outstanding Outside of Plan		Weighted Average Exercise Price
Outstanding, Dec 31, 2002	50,000	$	0.70	-	$	-
Granted	-		-	-	$	-
Exercised	-		-	-	$	-
Cancelled	-		-	-	$	-
Outstanding, Mar. 31, 2003	50,000	$	0.70	-	$	-
Exercisable, Mar. 31, 2003	50,000	$	0.70	-	$	-

Information relating to these options is as follows:

Exercise Price	Stock Options Outstanding	Stock Options Exercisable	Weighted-Average Remaining Contractual Life	Weighted-Average Exercise Price of Options Outstanding	Weighted-Average Exercise Price of Options Exercisable
$  1.00	50,000	50,000	3.4 years	$  0.70	$  0.70
	50,000	50,000

For purposes of computing the pro forma disclosures required by SFAS No. 123, the fair value of each option granted to employees and directors is estimated using the Black Scholes option-pricing model with the following weighted-average assumptions for the three-month period ended March 31, 2003: dividend yields of 0%, expected volatility of 0%, risk-free interest rate of 1.18%, and expected lives of four (4) years.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Plan of Operation.

GSL plans to assure or provide a guarantee of the services and products that are sold by Chinese clients into the US marketplace.  We are not currently aware of any other company providing this service.  Because the legal system in China is still in an uncertain organizational status for dealings with non-Chinese businesses, GSL will bridge the cultural and legal differences on behalf of its clients.  The goal is to give confidence to foreign customers of Chinese companies so that greater trading volume can occur between the two countries.

GSL is intending to conduct business in five cities in China, initially, to demonstrate the ability of GSL to provide the services promised.  Each Chinese city will have an operating company that is a wholly-owned subsidiary of GSL and an assurance company, which is partly owned by GSL and partly owned by the City in China through its governmental agencies.  Each assurance company will be funded by the Chinese City, in US dollars, so that if any problems arise, these funds may be utilized to solve or minimize the problems.  Fees will be charged to Chinese companies for the GSL services and also to US companies who seek to have the transaction with a particular GSL client guaranteed.

During the next 12 months, the Company's foreseeable cash requirements will relate to maintaining the Company in good standing, which will require legal and accounting services, the provision of office space in the United States, and the engagement of various employees and sales agents to market the GSL program, both in the US and in China.  If the sums necessary are not available from operations or from private sales of equity, then they may be advanced by management or principal stockholders as loans to the Company. Any such sums would be subordinated to other debts outstanding at the time.  To date, the company has raised approximately $307,500 in private placements, both from US investors and Chinese citizens, and we believe sufficient operating capital will be available for the remainder of 2002.
 

Results of Operations

For the quarter ended March 31, 2003, the Company recorded $34,499 of net sales realized mainly from service fee income, compared to none of net sales recorded for the quarter ended March 31, 2003.

The Company incurred losses before income taxes of $187,102 and $217,706 for the quarters ended March 31, 2003 and 2002, respectively. Consulting fees represented approximately 57% ($187,102) and 67% ($150,000), respectively, of the total selling, general and administrative expenses. Deferred salaries to an officer represented approximately 25% ($54,000) of the total expenses of the Company for the quarter ended March 31, 2003, and professional fees represented approximately 11% ($20,000) of the total expenses of the Company for the quarter ended March 31, 2002. The remaining 18% and 22%, respectively, of expenses represented operational and G&A cost of the company for the quarters ended March 31, 2003 and 2002. These costs included salaries, rent expense, travel, office expense and any other cost associated with daily business operations.

Liquidity and Sources of Capital

At March 31, 2003, the Company had total current assets of $20,168 and total current liabilities of $569,450 resulting from a deficit in working capital of $549,282. In addition, to date the Company has incurred accumulated deficits totaling $983,763. These circumstances have prompted the Company to include a "going concern" explanation in the consolidated financial statements for the quarter ended March 31, 2003.

For the quarter ended March 31, 2003, the Company funded its operations with $34,499 from net sales and $46,530 from sale of its common stock. By fully implementing and realizing success from its "Plan of Operations" and by promoting equity placement further, the Company plans to secure its operating funds in the future.

ITEM 3.  CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have concluded, based on an evaluation conducted within 90 days prior to the filing date of this quarterly report on Form 10-QSB, that the Company's disclosure controls and procedures have functioned effectively so as to provide those officers the information necessary whether:

        (i) this quarterly report on Form 10-QSB contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report on Form 10-QSB, and

        (ii) the financial statements, and other financial information included in this quarterly report on Form 10-QSB, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report on Form 10-QSB.

There have been no significant changes in the Company's internal controls or in other factors since the date of the Chief Executive Officer's and Chief Financial Officer's evaluation that could significantly affect these internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses.

                   PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company is party to a stipulated judgment entered into on April 15, 2003, settling the Foster vs. GSL case, in exchange for a series of monthly payments effectively totaling $40,000.  As of April 21, 2003, $10,000 of that series has been paid.  The Company is not aware of any other pending legal proceeding and, to the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company. No director, executive officer or affiliate of the Company or owner of record or beneficially of more than five percent of the Company's common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.

Item 2. CHANGES IN SECURITIES

          Not Applicable

Item 3. DEFAULTS UPON SENIOR SECURITIES

          None

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

          None 

Item 5. OTHER INFORMATION 

          In January and March of 2003, the Company sold 100,000 shares and 60,000 shares, respectively, for $0.50 per share in private placements, to individuals engaged in consulting contracts with the Company.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

Reports on Form 8-K:  None
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned thereunto duly authorized.

Date May 19, 2003                GSL HOLDINGS, INC.

                         By: /s/ Luis Chang

                                 Luis Chang

                                 President and Chairman

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

In connection with the Quarterly Report of GSL Holdings, Inc. (the "Company") on Form 10-QSB for the period ending March 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report'), I, Luis Chang, President and Chairman of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

By: /s/ Luis Chang

           Luis Chang

           President and Chairman

Exhibit 99.2

Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as amended, Luis Chang provides the following certification.      I, Luis Chang, President and Chairman of GSL Holdings, Inc. ("Company"), certify that:
1.	I have reviewed this quarterly report on Form 10-QSB of the Company;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have designed such disclosure controls and procedures to ensure that material information relating to the Company is made known to me by others, particularly during the period in which this annual report is being prepared;
5.	I have disclosed, based on my most recent evaluation, to the Company's auditors and the audit committee of our board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls, and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and
6.	I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/ Luis Chang

Luis Chang

President and Chairman