-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IIiYgfZImkkkA2w6n++X8Zx7IoHJWt4zqXxNjTPboqH/TUHoKZoHTONJOD3KPnUB z6T6YtlXswv6Y5ivTxCxYA== 0001140905-02-000031.txt : 20020521 0001140905-02-000031.hdr.sgml : 20020521 20020521165939 ACCESSION NUMBER: 0001140905-02-000031 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020331 FILED AS OF DATE: 20020521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BETHURUM LABORATORIES LTD CENTRAL INDEX KEY: 0001075082 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 760050046 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-25167 FILM NUMBER: 02659080 BUSINESS ADDRESS: STREET 1: 6371 RICHMOND #200 CITY: HOUSTON STATE: TX ZIP: 77057 BUSINESS PHONE: 7132668005 MAIL ADDRESS: STREET 1: 6371 RICHMOND #200 CITY: HOUSTON STATE: TX ZIP: 77057 FORMER COMPANY: FORMER CONFORMED NAME: BETHURUM LABORATORIES INC DATE OF NAME CHANGE: 19981210 10QSB 1 gsl10qm2.htm

 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, 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 0-25167

 

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: 8,149,188 shares of common stock, $.001 par value per share, were outstanding as of April 30, 2002.

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GSL HOLDINGS, INC.

BALANCE SHEET

As of March 31, 2002

(unaudited)

 

 

 

March 31, 2002

                  December 31, 2001

 

 

 

ASSETS

 

 

    Current Assets

 

 

       Cash on Hand

10,000  

68,960  

       Leonard W. Burningham Trust Account

153,960  

0  

       United California Bank

70,830  

0  

    Total Checking and Savings  

234,790  

68,960  

 

 

 

    Other Current Assets

 

 

       Rent Deposit

6,256  

0  

    Total Other Current Assets

6,256  

0  

    Total current Assets

241,046  

68,960  

TOTAL ASSETS

241,046  

68,960  

 

 

 

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

 

 

    Current Liabilities

 

 

       Accounts payable

7,940  

7,940  

       Notes payable - related parties

550,000  

550,000  

         Total Liabilities

557,940  

557,940  

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

Common stock; authorized 1,000,000,000 common shares, no par value; 8,149,188 issued and outstanding

219,110  

158,575  

    Additional paid-in capital

193,356  

26,392  

    Deficit accumulated during development stage

(673,947)

(673,947)

    Net income

(55,414)

0  

       Total Stockholders' Equity (Deficit)

(316,894)

(488,980)

 

 

 

TOTAL LIABILITIES AND EQUITY

241,046  

68,960  

 

 

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GSL HOLDINGS, INC.

STATEMENT OF OPERATIONS

Three Months Ended March 31, 2002 and 2001 and the

Period from April 22, 1983 through March 31, 2002

(unaudited)

 

 

 

 

Three Months Ended March 31, 2002

Three Months Ended March 31, 2001

From Inception on April 22, 1983 through March 31, 2002

 

 

 

 

REVENUES

-  

-  

-  

    Other income

-  

-  

40,000  

    Interest expense

-

-  

(3,755)

EXPENSES

 

 

 

    General and administrative

575  

2,413  

 

    Bank service charges

148  

-  

 

    Consulting fees

17,435  

-  

 

    Miscellaneous

8,150  

-  

 

    Office supplies

67  

-  

 

    Payroll expenses - officers salary

24,500  

-  

 

    Professional fees

750  

-  

 

    Travel and entertainment

3,788  

-  

 

       Total Expenses

55,414  

2,413  

765,606  

Net Income (loss)

(55,414)

(2,413)

(729,361)

 

 

 

 

 

 

 

 

 

 

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GSL HOLDINGS, INC.

STATEMENT OF CASH FLOWS

Three Months Ended March 31, 2002 and 2001 and the

Period from April 22, 1983 through March 31, 2002

(unaudited)

 

 

For the Three Months Ended March 31, 2002

For the Three Months Ended March 31, 2001

From Inception on April 22, 1983 through March 31, 2002

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

    Net loss

55,414  

2,413  

729,361

    Adjustments to reconcile Net Income to net cash used by

 

 

 

      operating activities

-  

-  

 

    Common stock issued for services

-  

-  

4,575  

    Changes in operating assets and liabilities:

 

 

 

       Increase (decrease) in accounts payable

-  

2,413

7,970  

    Rent deposit

6,256  

-  

6,256  

Net cash provided by operating activities

(61,670)

(2,413)

(723,102)

CASH FLOWS FROM INVESTING ACTIVITIES

-  

-  

-  

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

    Issuance of common stock

217,500  

-  

 

    Additional paid-in capital

 

-  

 

Net cash provided by financing activities

217,500  

-  

948,432  

NET INCREASE IN CASH

155,830  

-  

224,790  

CASH AT BEGINNING OF PERIOD

68,690  

-  

10,000  

CASH AT END OF PERIOD

234,790  

-  

234,790  

CASH PAID FOR

 

 

 

    Interest

-  

-  

-  

    Income taxes

-  

-  

-  

SCHEDULE OF NON-CASH FINANCING ACTIVITIES

 

 

 

    Common stock issued for services

-  

-  

4,575  

    Common stock rescinded

-  

-  

(175,000)

    Subscription receivable rescinded

-  

-  

(100,000)

 

 

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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.
- ----------------------
The Company had no material operations for over five years.  The Company incurred losses of ($421,465) for the year ended December 31, 2001, and ($244,787) for the year ended December 31, 2000. Primarily all of these expenses were utilized for attorney's fees, accounting fees and filing fees to maintain the Company in good standing, to file its and its subsidiary's S-4 Registration Statement with the Securities and Exchange Commission and to change its domicile to the British Virgin Islands.

 

Liquidity.

----------
During the year ended December 31, 2001, capital contributions (and loans) by  principal stockholders amounted to $550,000; and the amount of $5,288 was similarly contributed during the year ended December 31, 2000.  The Company tentatively received $212,500 in stock subscriptions during the year ended December 31, 2000, primarily from Benchmark, pursuant to its Promissory Note payable to the Company, all of which has been returned and the transaction cancelled.
 

 

 

 

                   PART II. OTHER INFORMATION

                                

Item 1. LEGAL PROCEEDINGS

 

          

The Company is not a party to any 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

 

          

        Pursuant to an S-4 Registration Statement and Joint Proxy Statement and Prospectus of the Company and its subsidiary filed with the Securities and Exchange Commission and granted an effective date of October 11, 2000, the stockholders of the Company voted on November 10, 2000, to redomicile the Company to the British Virgin Islands. Of the 3,300,750 shares of the Company entitled to vote, 2,726,350 voted for the proposal, with none against and none abstaining. On September 22, 2000, Bethurum Laboratories, Ltd. was incorporated in the British Virgin Islands as an International Business Company for the sole purpose of changing the domicile of the Company. On November 13, 2000, the Company filed Articles of Merger with the State of Utah, and on November 22, 2000, the Company filed Articles of Merger and a Plan of Merger with the Registry of Companies in the British Virgin Islands.  Copies of this documentation were filed as exhibits to the Company's 8-K Current Report dated November 22, 2000. See Part III, Item 1.  There have been no matters submitted to a Vote of Security Holders since that time.

 

 

Item 5. OTHER INFORMATION 

 

       

 Subsequent to December 31, 2001, the Company has sold 149,000 shares of common stock at prices ranging from $1.00 to $2.50 per share for total proceeds of $307,500 pursuant to an unregistered private placement of securities.

 

 

 

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

 

    Reports on Form 8-K
 

    8-K Current Report dated January 8, 2002
    8-K/A Current Report dated March 21, 2002
 

 

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 20, 2002                GSL HOLDINGS, INC.

 

                         By: /s/ Luis Chang

                                 Luis Chang

                                 President and Chairman

 


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