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 |
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ASSETS |
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Current Assets |
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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 |
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Other Current Assets |
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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 |
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LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) |
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Current Liabilities |
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Accounts payable | 7,940 | 7,940 |
Notes payable - related parties | 550,000 | 550,000 |
Total Liabilities | 557,940 | 557,940 |
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STOCKHOLDERS' EQUITY (DEFICIT) |
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| 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) |
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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 |
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REVENUES | - | - | - |
Other income | - | - | 40,000 |
Interest expense | - | - | (3,755) |
EXPENSES |
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General and administrative | 575 | 2,413 |
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Bank service charges | 148 | - |
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Consulting fees | 17,435 | - |
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Miscellaneous | 8,150 | - |
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Office supplies | 67 | - |
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Payroll expenses - officers salary | 24,500 | - |
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Professional fees | 750 | - |
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Travel and entertainment | 3,788 | - |
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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 |
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Net loss | 55,414 | 2,413 | 729,361 |
Adjustments to reconcile Net Income to net cash used by |
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operating activities | - | - |
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Common stock issued for services | - | - | 4,575 |
Changes in operating assets and liabilities: |
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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 |
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Issuance of common stock | 217,500 | - |
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Additional paid-in capital |
| - |
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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 |
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Interest | - | - | - |
Income taxes | - | - | - |
SCHEDULE OF NON-CASH FINANCING ACTIVITIES |
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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
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Plan of Operation.
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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.
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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.
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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