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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 quarterly period ending June 30, 2001                                           
|[  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-25515



PACIFIC CART SERVICES LTD.



|NEVADA
(State or other jurisdiction of incorporation or organization) | APPLIED FOR
(I.R.S. Employer Indentification No.)
|--------------------------------------------------------------------- | -------------------------------------------------



2501 Lansdowne Avenue
Saskatoon, Saskatchewan 
Canada   S7J 1H3



Registrant's telephone number including area code:(306) 343-5799



Indicate by check mark whether the registrant (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 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 [ x ].

The number of common shares without par value outstanding on June 30, 2001 was16,878,250 shares.

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MOEN AND COMPANYCHARTERED ACCOUNTANTSPO Box 10129
1400 - 701 West Georgia StreetTelephone:(604)662-8899
Vancouver, BC   V7Y 1C6Fax:(604)662-8809









INDEPENDENT ACCOUNTANTS

To the Directors and Shareholders of
Pacific Cart Services Ltd. (A Nevada Corporation)
(A Development Stage Company)

We have reviewed the accompanying Balance Sheets of Pacific Cart Services Ltd (A Development Stage Company) as at June 30, 2001 and June 30, 2000, and the Statements of Income, Retained Earnings (Deficit), Cash Flows and Stockholders= Equity for the six month periods then ended.  These financial statements are the responsibility of the Company=s management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants.  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted 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 for them to be in conformity with generally accepted accounting principles.

A

F-1



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|PACIFIC CART SERVICES LTD.(A Nevada Corporation)
(A Development Stage Company)
Balance Sheet
June 30, 2001
(In U.S. Dollars)
(Unaudited)
(With Comparative Figures at June 30, 2000)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                    
|                                                                                                                                                                                    
|Current Assets                                                                                                                                                                      
|Cash                                                                                                                                                                                
|Loan receivable (Note 10)                                                                                                                                                           
|Advances for expenses                                                                                                                                                               
|                                                                                                                                                                                    
|Long-Term Investment                                                                                                                                                                
|Deposit on purchase of assets from Mr. Tube Steak Canada Inc. (Note 5)                                                                                                              
|Fixed Assets (Note 2 (e))                                                                                                                                                           
|Equipment at cost less accumulated depreciation                                                                                                                                     
|                                                                                                                                                                                    
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                
|Current Liabilities                                                                                                                                                                 
|Accounts payable                                                                                                                                                                    
|Management fees payable (Note 3(e))                                                                                                                                                 
|Notes payable and accrued interest (Note 11)                                                                                                                                        
|Due to Mr. Tube Steak Canada Inc.                                                                                                                                                   
|                                                                                                                                                                                    
|Stockholders= Equity                                                                                                                                                                
|Capital Stock (Note 12)                                                                                                                                                             
|                                                                                                                                                                                    
|                                                                                                                                                                                    
|                                                                                                                                                                                    
|                                                                                                                                                                                    
|                                                                                                                                                                                    
|                                                                                                                                                                                    
|                                                                                                                                                                                    
|                                                                                                                                                                                    
|Deficit, accumulated during the development stage                                                                                                                                   
|Cumulative currency translation adjustment                                                                                                                                          
|                                                                                                                                                                                    
|                                                                                                                                                                                    
|Approved on Behalf of the Board
"Robert J. Kinloch", Director                                                                                                                       
|See Accompanying Notes and Independent Accountants' Report                                                                                                                          
|                                                                                                                                                                                    

F-2



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|PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Income
(In U.S. Dollars)
(Unaudited)                     
|------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                      
|Six Months Ended
June 30,                                                                                                                             
|2001                                                                                                                                                  
|Revenue                                                                                                                                               
|Interest income                                                                                                                                       
|Administration Expenses                                                                                                                               
|Accounting fees                                                                                                                                       
|Acquisition administration fees                                                                                                                       
|Amortization of deferred                                                                                                                              
|Compensation (Note 7)                                                                                                                                 
|Consulting services - net                                                                                                                             
|Depreciation                                                                                                                                          
|Interest expenses                                                                                                                                     
|Investor relations                                                                                                                                    
|Legal expenses                                                                                                                                        
|Management fees                                                                                                                                       
|Merchandise design                                                                                                                                    
|Office expenses                                                                                                                                       
|Transfer agent fees                                                                                                                                   
|Travel expenses                                                                                                                                       
|Total administration expenses                                                                                                                         
|Net Profit (Loss) for the Period                                                                                                                      
|Net Profit (Loss) Per Common Share                                                                                                                    
|Basic                                                                                                                                                 
|Diluted                                                                                                                                               
|Average Number of Common Shares Outstanding                                                                                                           
|Basic                                                                                                                                                 
|Diluted                                                                                                                                               
|PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Retained Earnings (Deficit)
(In U.S. Dollars)
(Unaudited)
|                                                                                                                                                      



| |  | 2001 | 2000 | 2001 | 2000
| |  | ---- | ---- | ---- | ----



|Balance, beginning of period (Deficit)                     | $ | --                      | $ | (1,066,952)           | $ | (266,467)             | $ | (1,151,088)          | $ | (975,436)           
|---------------------------------------------------------- | - | ----------------------- | - | --------------------- | - | --------------------- | - | -------------------- | - | --------------------
|Net Profit (Loss) for the Period                           |   | (1,235,959)------------ |   | (169,007)------------ |   | (781,597)------------ |   | (84,871)------------ |   | (72,628)------------
|Retained Earnings (Deficit)                                | $ | (1,235,959)========     | $ | (1,235,959)========   | $ | (1,048,064)========   | $ | (1,235,959)========  | $ | (1,048,064)======== 
|See Accompanying Notes and Independent Accountants' Report



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|PACIFIC CART SERVICES LTD.(A Nevada Corporation)
(A Development Stage Company)Statement of Stockholders' Equity
For the Period From Date of Inception on August 27, 1998 to June 30, 2001(in U.S. Dollars)(Unaudited)
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|Oct. 5, 98                                                                                                                                                                                                           
|Oct. 5, 98                                                                                                                                                                                                           
|Dec. 7, 98                                                                                                                                                                                                           
|Deferred compensation                                                                                                                                                                                                
|Deferred compensation amortization                                                                                                                                                                                   
|Net loss for the period                                                                                                                                                                                              
|Balance, December 31, 1988                                                                                                                                                                                           
|Feb. 2., 99                                                                                                                                                                                                          
|Feb.3, 99                                                                                                                                                                                                            
|Jun. 15, 99                                                                                                                                                                                                          
|                                                                                                                                                                                                                     
|Deferred compensation                                                                                                                                                                                                
|Dec. 3, 99                                                                                                                                                                                                           
|Deferred compensation amortization                                                                                                                                                                                   
|Net loss for year ended December 31, 1999                                                                                                                                                                            
|Balanc, December 31,1999                                                                                                                                                                                             
|January 2000 shares for assets of                                                                                                                                                                                    
|                                                                                                                                                                                                                     
|Mar 8, 2000 shares issued for consulting fees                                                                                                                                                                        
|                                                                                                                                                                                                                     
|                                                                                                                                                                                                                     
|Sep 30, 00                                                                                                                                                                                                           
|                                                                                                                                                                                                                     
|Deferred compensation amortization                                                                                                                                                                                   
|Shares returned to treasury on cancellation of                                                                                                                                                                       
|deal with Mr. Tube Steak CanadaInc.                                                                                                                                                                                  
|Cumulative Currency Translation Adjustment                                                                                                                                                                           
|Net loss for year ended December 31, 2000                                                                                                                                                                            
|Balance, December 31, 2000                                                                                                                                                                                           
|Deferred compensation amortization                                                                                                                                                                                   
|Net loss for six months ended                                                                                                                                                                                        
|                                                                                                                                                                                                                     
|Balance, June 30, 2001                                                                                                                                                                                               
|                                                                                                                                                                                                                     

See Accompanying Notes and Independent Accountant

F-4



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|PACIFIC CART SERVICES LTD.
(A Nevad a Corporation)
(A Development Stage Company)
Statement of Cash Flows
(In U.S. Dollars)
(Unaudited)
|--------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                      
|2001                                                                                                                                  
|Cash Provided by (Used for)                                                                                                           
|Operating Activities                                                                                                                  
|Net Profit (Loss) for the period                                                                                                      
|Shares issued for consulting services - net                                                                                           
|Changes in non-cash working capital items                                                                                             
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|                                                                                                                                      
|Investing Activities                                                                                                                  
|Purchase of equipment                                                                                                                 
|Financing Activities                                                                                                                  
|Capital stock                                                                                                                         
|Notes payable and accrued interest                                                                                                    
|Due to Mr. Tube Steak Canada Inc.                                                                                                     
|                                                                                                                                      
|Cash increase (decrease) during the period                                                                                            
|Cash, beginning of period                                                                                                             
|Cash, ended of period                                                                                                                 
|See Accompanying Notes and Independent Accountants' Report
F-6                                                                        



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PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
June 30, 2001
(in U.S. Dollars)
(Unaudited)

Note 1.	BUSINESS OPERATIONS

a)	The Company date of incorporation and inception was on August 27, 1998 under the Company Act of  the State of Nevada, U.S.A. to pursue opportunities in the business of franchising fast food distributor systems.

The Company is considered to be a development stage enterprise as its principal operations have not yet commenced and have not yet produced revenue.  The deficit has been accumulated in the development stage.

Note 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)	Administration Costs

Administration costs are written off to operations when incurred.

b)	Translation of Foreign Currency

The functional currency and the reporting currency is the United States Dollar.

Monetary assets and liabilities are translated at the current rate of exchange.

The weighted average exchange rate for the period is used to translate revenue, expenses, and gains or losses from the functional currency to the reporting currency.

The gain or loss on translation is reported as a separate component of stockholders= equity and not recognized in net income.  Gains or losses on remeasurement are recognized in current net income.

Gains or losses from foreign currency transactions are recognized in current net income.

Fixed assets are measured at historical exchange rates that existed at the time of the transaction.

Depreciation is measured at historical exchange rates that existed at the time the underlying related asset was acquired.



F-6



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PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
June 30, 2001
(in U.S. Dollars)
(Unaudited)

Note 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont=d)

An analysis of the changes in the cumulative translation adjustment as disclosed as part of stockholders= equity, is as follows:



|                                                                                     | June 30,
2001 | June 30, 2000         
|------------------------------------------------------------------------------------ | ------------- | ----------------------
|Beginning balance, December 31, 2000 and December 31, 1999
Changes during the period | $             | (3,664)
0 ------------
|Ending balance, June 30                                                              | $             | (3,664)========       

Capital accounts are translated at their historical exchange rates when the capital stock is issued.

The effect of exchange rate changes on cash balances is reported in the statement of cash flows as a separate part of the reconciliation of change in cash and cash equivalents during the year.

c)	Basis of Presentation

These financial statements are prepared in accordance with United States Generally Accepted Accounting Principles (GAAP).

d)	Net Loss Per Share

Net loss per common share is computed by dividing net loss by the weighted average number of shares outstanding during the period.

Fixed Assets / Depreciation

The company depreciates its equipment at 20% per annum on a straight-line basis.



|                              | June 30, 2001 | June 30, 2000            
|----------------------------- | ------------- | -------------------------
|Cost
Accumulated Depreciation | $             | 24,662
11,958------------
|                              | $             | 12,704========           

F-7



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PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
June 30, 2001
(in U.S. Dollars)
(Unaudited)

Note 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont=d)

Consolidation

The Company has a Canadian wholly-owned subsidiary, Gretna Capital Corporation (AGRETNA@), which is inactive and has no assets.  The intention was to utilize Gretna for closing of the acquisition of the business of Mister Tube Steak Canada Inc.  As the proposed acquisition is cancelled, Gretna is not activated and, accordingly, these financials are not disclosed on a consolidated basis.

Note 3.  RELATED PARTY TRANSACTIONS:

Management fees

Management fees of $125,000 have been incurred by the Company to June 30, 2001 at $62,500 per quarter.

Notes payable to shareholder, James Oste and related company (see Note 10(e))

There is a demand promissory note payable of $33,553 to James Oste and a demand promissory note for $35,880 payable to Karenco Foods which is owned by James Oste and his wife.



Effective January 1, 2000 remuneration is $150,000 per year for Robert Kinloch and

$100,000 per year for James Oste. Management fees unpaid of $276,665 at June 30, 2001 are accrued for the following persons:



|Robert Kinloch
James Oste | $ | 192,930
146,235------------
|------------------------- | - | ---------------------------
|                          | $ | 339,165========            

Note 4		INCOME TAXES

The Company has losses that total $1,235,959 for income tax purposes that may be carried forward to be applied against future taxable income.  The benefit of a potential reduction in future income taxes has not been recorded as an asset at June 30, 2001 as it is reduced by a valuation allowance.



F-8



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PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
June 30, 2001
(in U.S. Dollars)
(Unaudited)



Note 5	  SHARES ISSUED B RETURNED FOR CANCELLATION

Pursuant to a letter of intent with Mister Tube Steak Canada Inc. (MTS) the company had a formal agreement of Purchase and Sale between it=s inactive wholly owned subsidiary Gretna Capital Corporation (AGRETNA@) and MTS.  In January 2000 the company  issued 798,000 shares at a price of $0.75 per share for consideration of $598,500 with the shares to be held in trust by Bryan and Co. pending closing of this transaction. This agreement is terminated and is recorded as such in these financial statements.  The abovementioned 798,000 shares have been returned to treasury for cancellation.

Note 6	EMPLOYMENT AGREEMENT

Employment agreements dated March 15, 1999 were entered into by the Company for a five year period from January 1, 1999 to December 31, 2003, as follows:

i) James Oste to be employed as President, Chief Executive Officer and Director of the Company, commencing at $24,000 per year, and increased by resolution to $100,000 per year effective January 1, 2000.

ii) Robert Kinloch, to be employed as Executive Vice-President, Chief Operating Officer, and Director of the Company commencing at $22,000 per year and increased by resolution to $150,000 per year effective January 1, 2000.



iii) for both of the above agreements, subsequent year compensation is to be negotiated prior to commencement of a new year.  The compensation has remained unchanged for 2001 from the increased amounts as disclosed in (i) and (ii), above.  Additional compensation is as follows:



- reimbursement of all out-of-pocket expenses payable or incurred by the employee in connection with his duties under the agreement

- all reasonable travelling expenses incurred by the employee in the course of his duties

- six weeks paid vacation

- club membership not to exceed $1,000

- stock option package to be negotiated during the first year of employment





F-9



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PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
June 30, 2001
(in U.S. Dollars)
(Unaudited)



Note 7	COMPENSATION/DEFERRED COMPENSATION



Shares have been issued that give rise to compensation expense.  This compensation is amortized over a five year period.  Details of compensation expense and deferred compensation are as follows:





|     |                                                                                                                                                                                                               | Total Compensation | Deferred Portion 06/30/01 | Compensation Expense 6 months Ended June 30,
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------ | ------------------------- | --------------------------------------------
|2001 | 2000                                                                                                                                                                                                         
|a)   | 2,000,000 common shares issued as a finder=s fee to Robert Kinloch, a director and officer of the Company at  a price of $0.05 per share                                                                      | $                  | 100,000                   | $                                           
|b)   | 5,000,000 common shares subscribed by James Oste, a director and officer of the Company at a cash price of $0.01 per share for a total of $50,000 giving rise to compensation at $0.04 per share, or $200,000 |                    | 200,000                   |                                             
|c)   | 250,000 common shares issued for consulting services to David Glass at a price of $0.05 per share                                                                                                             |                    | 2,500                     |                                             
|d)   | 3,000,000 common shares exercised on stock options (Note 13)                                                                                                                                                  |                    | 117,000                   |                                             
|e)   | 3,000,000 common shares exercised on stock options at a cash price of $0.001 per share giving rise to compensation of $0.059 per share or $177,000                                                            |                    | 177,000------------       |                                             
|     |                                                                                                                                                                                                               | $                  | 596,500========           | $                                           



Note 8	PENSION AND EMPLOYMENT LIABILITIES



The Company does not have any liabilities as at June 30, 2001 for pension, post-employment benefits or postretirement benefits.  The Company does not have a pension plan.

F-10



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PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
June 30, 2001
(in U.S. Dollars)
(Unaudited)



Note 9	   FINANCIAL INSTRUMENTS



The Company=s financial instruments consist of cash, loan receivable, accounts payable, management fees payable and notes payable and accrued interest.  It is management=s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.  The fair value of these financial statements approximates their carrying values.



Note 10  LOAN RECEIVABLE - UNITED KENO HILL MINES LTD.



In February 2000, the company entered into a formal agreement with United Keno Hill Mines Ltd. (AUKH@) to provide UKH with $150,000 CDN, over a six-week period ended March 30, 2000.  $117,500 CDN ($81,055 US) had been advanced by March 31, 2000 and $32,500 CDN (22,599 US) for a total of $103,664 US. The agreement provides for conversion of the loan to UKH stock at $0.09 per share; Secondly, that PCS has the right to provide additional financing up to $4,000,000 CDN; such financing, if provided, in whole or in part, would also be convertible into UKH treasury stock at $0.09 per share and if fully exercised would be converted into 44,444,000 shares of UKH or approximately 50% of the outstanding stock of UKH.



To June 30, 2001, the Company has accrued interest of $10,840 US on the loan of  $150,000 CDN to United Keno Hill Mines Ltd.





|                                   | CDN | U.S.                      
|---------------------------------- | --- | --------------------------
|Principal Balance
Accrued Interest | $   | 150,000
13,158------------
|                                   | $   | 163,158------------       



F-11



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PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
June 30, 2001
(in U.S. Dollars)
(Unaudited)

Note 11  NOTES PAYABLE

The company has the following demand promissory notes payable as at June 30,  2001 with interest accrued at 9% per annum.



|Mallard Construction
Rodney D Mancini                                                      | $ | 43,488 
9,970------------                             
|------------------------------------------------------------------------------------------ | - | ------------------------------------------------------
|                                                                                           |   | 53,458                                                
|Mark Mcmunn
Terry Yates
Myles Haverluk
Mr. Tube Steak Canada Inc.
Karenco Foods
James Oste |   | 14,000
14,000 
14,000
10,633
35,880
33,553------------
|                                                                                           |   | 175,524                                               
|Accrued Interest to March 31, 2001                                                         |   | 22,157------------                                    
|                                                                                           | $ | 197,681========                                       

Note 12    CAPITAL STOCK

a) 780,000 shares have been returned to treasury on cancellation of the deal with Mr. Tube

Steak Canada Inc. (see Note 5)

b) On July 14, 2000, 400,000 shares were returned to the treasury from Alan Berkun (Note 11) that were initially issued to him at a price of $0.50 per share as part of the consideration issued to him relating to a consulting agreement, and the amount of $200,000 has been credited to Consulting Service Expenses in the quarter ended September 30, 2000.







F-12



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PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
June 30, 2001
(in U.S. Dollars)
(Unaudited)

Note 13  STOCK OPTION PLANS

The Company has no outstanding stock options at June 30, 2001 relating to a Qualified Stock Option Plan.

There is a Non Qualifying Stock Option Agreement outstanding at June 30, 2001 with

Richard Woytkiw for 150,000 common shares at a purchase price of $0.81 per share,

exercisable on or before November 15, 2002.

F-13



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Item 2. Management Discussion & Analysis

Pacific=s continual emphasis is on producing high quality, high return investment opportunities to allow the company to commence a significant growth pattern.



Results From Operations



Excluding marginal accrued interest, the company earned no revenue in the latest quarter.  Administrative expenses were $86,938.00 compared with $72,628.00 in Q2 2000.



Management is focused on controlling administrative and general costs during our development phase.  The company has losses that total $1,235,059.00 for income tax purposes that may be carried forward to be applied against future taxable income.



Liquidity And Capital Resources



While the corporation has few liquid resources, management has cultivated relationships with potential strategic partners, which, once activated, could provide the capital for operating opportunities identified by the company.  These partnership investments could develop as equity participation, debt instruments or joint ventures.



The company has been successful in meeting its minimal cash requirements from private borrowing and we expect these maintenance funds to be available at least thru the end of the year.



Recent Developments



The corporation has declared its new emphasis on energy and resources.  Management is engaged in discussions on several fronts, which could lead to an investment in these areas.  In all instances due diligence requirements have been scrupulously satisfied and in most cases access to capital on terms acceptable to the company is the only impediment to execution.



On May 8th the Yukon Supreme Court ordered the sale of the United Keno AElsa Properties@ to AMT Canada Ltd. for Cdn.$3,600,000.00.  This sale has yet to close.  As a secured lender, APacific@ is monitoring events and will act on any opportunity provided by this fluid situation.

Summary

While we have yet to execute on our model, our matrix of opportunities, capital sources and potential strategic partners continues to grow.  Efforts to deliver a successful and profitable company to our stakeholders are ongoing.





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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 thereto duly authorized.



Dated this 20th day of August, 2001.



| | PACIFIC CART SERVICES LTD.
| | --------------------------
| | BY: