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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form 10-Q



|[ x ] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE      SECURITIES EXCHANGE ACT OF 1934
|----- | --------------------------------------------------------------------------------------------
|      | For the quarterly period ending September 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.(Exact name of registrant as specified in its charter)



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

2501 Lansdowne Avenue
Saskatoon, Saskatchewan, Canada   S7J 1H3(Address of principal executive offices)



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 [   ]



The number of common shares without par value outstanding on September 30, 2001 was 11,178,250 shares.



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MOEN AND COMPANYCHARTERED ACCOUNTANTS

PO Box 10129
1400 - 701 West Georgia Street 
Vancouver, BC V7Y 1C6 
Telephone:  (604)662-8899
Fax: (604)662-8809
Email: moenandcompany@attcanada.net

__________________________________________________________________________________

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 September 30, 2001 and September 30, 2000, and the Statements of Income, Retained Earnings (Deficit), Cash Flows and Shareholders



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.



Moen and Company'sChartered Accountants

Vancouver, British Columbia, Canada
November 5, 2001



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|PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Balance Sheet
September 30, 2001
(In U.S. Dollars)
(Unaudited)
(With Comparative Figures at September 30, 2000)
ASSETS
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                      
|Cash                                                                                                                                                                                                  
|Loans receivable (Note 10)                                                                                                                                                                            
|Advances for expenses                                                                                                                                                                                 
|                                                                                                                                                                                                      
|Deposit on purchase of assets from Mr. Tube Steak Canada Inc.                                                                                                                                         
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|Equipment at cost less accumulated depreciation                                                                                                                                                       
|                                                                                                                                                                                                      
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                                                                                  
|Accounts payable                                                                                                                                                                                      
|Due to related parties                                                                                                                                                                                
|Management fees payable (Note 3(c))                                                                                                                                                                   
|Notes payable and accrued interest (Note 11)                                                                                                                                                          
|Due to Mr. Tube Steak Canada Inc.                                                                                                                                                                     
|                                                                                                                                                                                                      
|Capital Stock                                                                                                                                                                                         
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|Deficit, accumulated during the development stage                                                                                                                                                     
|Cumulative currency translation adjustment                                                                                                                                                            
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|"Robert J. Kinloch," Director                                                                                                                                                                         
|See Accompanying Notes and Independent Accountants' Report                                                                                                                                            
|PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Income
(In U.S. Dollars)
(Unaudited)                                                                     
|                                                                                                                                                                                                      
|2001                                                                                                                                                                                                  
|                                                                                                                                                                                                      
|Interest income                                                                                                                                                                                       
|                                                                                                                                                                                                      
|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                                                                                                                                                                                       
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|Basic                                                                                                                                                                                                 
|Diluted                                                                                                                                                                                               
|Basic                                                                                                                                                                                                 
|Diluted                                                                                                                                                                                               
|PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Retained Earnings (Deficit)
(In U.S. Dollars)
(Unaudited)                                                
|                                                                                                                                                                                                      
|2001                                                                                                                                                                                                  
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|See Accompanying Notes and Independent Accountants' Report                                                                                                                                            
|PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Cash Flows
(In U.S. Dollars)
(Unaudited)                                                                 
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|Net Profit (Loss) for the period                                                                                                                                                                      
|Shares issued for consulting services - net                                                                                                                                                           
|Shares issued on deposit on purchase of                                                                                                                                                               
|                                                                                                                                                                                                      
|Changes in non-cash working capital items                                                                                                                                                             
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|Short term investment                                                                                                                                                                                 
|Deposit on purchase of assets                                                                                                                                                                         
|                                                                                                                                                                                                      
|Purchase of equipment                                                                                                                                                                                 
|                                                                                                                                                                                                      
|Capital stock                                                                                                                                                                                         
|Notes payable                                                                                                                                                                                         
|Due to Mr. Tube Steak Canada Inc.                                                                                                                                                                     
|Due to related parties                                                                                                                                                                                
|                                                                                                                                                                                                      
|During the Period                                                                                                                                                                                     
|                                                                                                                                                                                                      
|                                                                                                                                                                                                      
|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 September 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 Canada Inc.                                                                                                                                                                                      
|Cumulative Currency Translation Adjustment                                                                                                                                                                                
|Net loss for year ended December 31, 2000                                                                                                                                                                                 
|Balance, December 31, 2000                                                                                                                                                                                                
|Deferred compensation amortization                                                                                                                                                                                        
|August 31, 2001 reduction in,                                                                                                                                                                                             
|shares issued - net                                                                                                                                                                                                       
|Net loss for nine months ended September 30, 2001                                                                                                                                                                         
|Balance, September 30, 2001                                                                                                                                                                                               
|                                                                                                                                                                                                                          



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PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
September 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.

b) 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.



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PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to Financial Statements
September 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:



| | September 30,
| | -------------



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

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.

e) Fixed Assets / Depreciation

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



|                         | September 30,      
|------------------------ | -------------------
|                         | 2001               
|Cost                     | $ 24,662           
|Accumulated Depreciation | 13,191 ------------
|                         | $11,471 ========   

f) Consolidation

The Company has a Canadian wholly-owned subsidiary, Gretna Capital Corporation (



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

Note 3.  RELATED PARTY TRANSACTIONS:

a) Management fees

During the quarter ended September 30, 2001, previously accrued management fees were cancelled, resulting in net reduction to management fees for that quarter of $108,735.

b) Effective July 5, 2001, James Oste resigned as Chairman of the Board of Directors and James Oste

c)   Management fees unpaid of $230,430 at September 30, 2001 are accrued for Robert       Kinloch.

Note 4.  INCOME TAXES

The Company has losses that total $1,175,880 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 September 30, 2001 as it is reduced by a valuation allowance.



Note 5.  SHARES ISSUED

a)  In the third quarter, and pursuant to a reorganization detailed in the Company

b) 1,500,000 shares issued are to be cancelled.  These shares are not included as outstanding in these financial statements.

Note 6.  EMPLOYMENT AGREEMENT

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

i) 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.  Mr. Kinloch, Chairman, President and Chief Operating Officer.



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

Note 6.  EMPLOYMENT AGREEMENT



ii) for the above agreement, 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), above.  Additional compensation is as follows:

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

b) 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



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:



Compensation

|     | Total                                                                                                                                                                                                         | Compensation          | Deferred 
Portion  
09/30/01 | Expense
9 months Ended
September 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              | $ 41,000                     | $15,000                             
|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               | 82,000                       | 30,000                              
|c)   | 250,000 common shares issued for consulting services to David Glass at a price of $0.05 per share                                                                                                             | 2,500                 | 1,293                        | 375                                 
|d)   | 3,000,000 common shares exercised on stock options                                                                                                                                                            | 117,000               | 106,764                      | 4,386                               
|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 ------------         | 6,639 ------------                  
|     |                                                                                                                                                                                                               | $  596,500 ========   | $ 392,568 ========           | $56,400 ========                    



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

Note 8.  PENSION AND EMPLOYMENT LIABILITIES



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

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. - $112,930



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 September 30, 2001, the Company has accrued interest of $12,930 US on the loan of  $150,000 CDN to United Keno Hill Mines Ltd.



| |                   |   | U.S.               
| | ----------------- | - | -------------------
| | Principal Balance | $ | 100,000            
| | Accrued Interest  |   | 12,930 ------------
| |                   | $ | 112,930 ========   



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

Note 11. NOTES PAYABLE

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



|Mallard Construction                   | $  43,488          
|-------------------------------------- | -------------------
|Rodney D Mancini                       | 81,403 ------------
|                                       | 124,891            
|Mark Mcmunn                            | 14,000             
|Terry Yates                            | 14,000             
|Myles Haverluk                         | 14,000             
|Mr. Tube Steak Canada Inc.             | 10,633------------ 
|                                       | 177,524            
|Accrued Interest to September 30, 2001 | 26,657 ------------
|                                       | $ 204,181 ======== 

Note 12.  STOCK OPTION PLANS

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

There is a Non Qualifying Stock Option Agreement outstanding at September 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.



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Management Discussion & Analysis

Pacific=s continual emphasis has been on producing high quality, high return investment opportunities to allow the company to commence a significant growth pattern. The second quarter saw a foundation laid for what we are sure will be an active last half to the fiscal year.  Management has focused throughout on a limited number of situations that it believes will meet an aggressive risk/reward profile.

Results From Operations

Excluding marginal accrued interest, the company earned no revenue in the latest quarter.  Administrative expenses were $115,131.

In an environment where expenses are ongoing and revenue is only anticipated close attention must be paid to controlling administrative and general costs. The company has losses that total $1,175,880 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.  We are noticing an increase in the number of financing opportunities being offered to us as the market recognizes the scope of our plans during our investigative period.  No assurance can be given that any financing be it debt or equity can be completed pursuant to any business decision.

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 that could lead to an investment in these areas.  It is a given that the environment for business changed dramatically in the days following the close of the 2nd quarter.  A deflationary cycle in energy and resources is palpable if not confirmed.  Given these circumstances any economic or technical advantage must be pursued to ensure success and management is cognizant of this fact.

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 November, 2001.

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