=====================================================================

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 September 30, 2000.                                     
|[ ] | 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 Indentification 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 [ x ].

The number of common shares without par value outstanding on March 31, 2001 was16,878,250 shares.

======================================================================

MOEN AND COMPANY

CHARTERED ACCOUNTANTS

PO Box 10129
1400 IBM Tower
701 West Georgia Street		Telephone:	(604)662-8899
Vancouver, BC V7Y 1C6		Fax:	(604)662-8809

INDEPENDENT ACCOUNTANTS' REPORT

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 March 31, 2001 and March 31, 2000, and the Statements of Income, Retained Earnings (Deficit), Cash Flows and Stockholders' Equity for the
three 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.

"Moen and Company"Chartered Accountants
Vancouver, British Columbia, Canada
May 14, 2001

F-1



|PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Balance Sheet
March 31, 2001
(In U.S. Dollars)
(With Comparative Figures at March 31, 2000)
ASSETS
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|Current Assets                       | 2001                                                                                         |                  | 2000       
|------------------------------------ | -------------------------------------------------------------------------------------------- | ---------------- | -----------
|                                     | Cash                                                                                         | $                | --         
|                                     | Loan receivable (Note 10)                                                                    |                  | 108,772    
|                                     | Advances for expenses                                                                        |                  | ______--   
|                                     |                                                                                              | 108,772          |            
|Long-Term Investment                 |                                                                                              |                  |            
|                                     | Deposit on purchase of assets from Mr. Tube Steak Canada Inc.                                |                  | --         
|Fixed Assets (Note 2(e))             |                                                                                              |                  |            
|                                     | Equipment at cost less accumulated depreciation                                              |                  | __13,937   
|                                     | $                                                                                            | 122,709 
======= | $          
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                                              |                  |            
|Current Liabilities                  |                                                                                              |                  |            
|                                     | Accounts payable                                                                             | $                | 21,749     
|                                     | Management fees payable (Note 3(e))                                                          |                  | 276,665    
|                                     | Notes payable and accrued interest (Note 12)                                                 |                  | 193,309    
|                                     | Due to Mr. Tube Steak Canada Inc.                                                            |                  | __2,005    
|                                     |                                                                                              | 493,728          |            
|Stockholders' Equity                 |                                                                                              |                  |            
|                                     | Capital Stock (Note 14)                                                                      |                  |            
|                                     | Authorized:100,000,000 common shares at $0.001 par value                                     |                  |            
|                                     | Issued and fully paid16,878,250 common shares at par value 
(2000 - 15,076,250common shares) |                  | 17,078     
|                                     | Additional paid-in capital                                                                   |                  | 1,196,823  
|                                     | Deferred compensation                                                                        |                  | (430,168)  
|                                     |                                                                                              | 783,733          |            
|                                     | Deficit, accumulated during the development stage                                            |                  | (1,151,088)
|                                     | Cumulative currency translation adjustment                                                   |                  | __(3,664)  
|                                     |                                                                                              | (371,019)        |            
|                                     | $                                                                                            | 122,709 
======= | $          





|Approved on Behalf of the Board                                
|---------------------------------------------------------------
|"James Oste," Director                                         
|"David Glass," Director                                        
|"Robert J. Kinloch," Director                                  
|See Accompanying Notes and Independent Accountants' Report.
F-2



|PACIFIC CART SERVICES, INC.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Income
(In U.S. Dollars)
|----------------------------------------------------------------------------------------------------------------------
|                                                                                                                      
|2001                                                                                                                  
|Revenue                                                                                                               
|                                                                                                                      
|Administration Expenses                                                                                               
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|                                                                                                                      
|Total administration expenses                                                                                         
|Net Profit (Loss) for the Period                                                                                      
|Net Profit (Loss) Per Common Share                                                                                    
|                                                                                                                      
|                                                                                                                      

|Average Number of Common Shares Outstanding |         |  |  |  |            | 
|------------------------------------------- | ------- |  |  |  | ---------- | 
|                                            | Basic   |  |  |  | 16,878,250 | 
|                                            | Diluted |  |  |  | 16,878,250 | 

|PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Retained Earnings (Deficit)
(In U.S. Dollars)
|------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                          
|Three Months Ended 
March 31,                                                                                                             
|2001                                                                                                                                      
|Balance, beginning of period                                                                                                              
|Net Profit (Loss) for the Period                                                                                                          
|Retained Earnings (Deficit)                                                                                                               
|See Accompanying Notes and Independent Accountants' Report.
F-3                                                                           

|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 March 31, 2001
(in U.S. Dollars)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
|
|
|                                                                                                                                                                                                              
|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                                                                                                                                                                 
|                                                                                                                                                                                                              
|                                                                                                                                                                                                              
|September 30, 00                                                                                                                                                                                              
|                                                                                                                                                                                                              
|Deferred compensation amortization                                                                                                                                                                            
|Shares to be 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                                                                                                                                                                            
|Net loss for three months ended                                                                                                                                                                               
|                                                                                                                                                                                                              
|Balance, March 31, 2001                                                                                                                                                                                       
|See Accompanying Notes and Independent Accountants' Report
F-4                                                                                                                                                

|PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Cash Flows
(In U.S. Dollars)
|-------------------------------------------------------------------------------------------------------------------------
|                                                                                                                         
|2001                                                                                                                     
|
|Cash Provided by (Used for)                                                                                              
|Operating Activities                                                                                                     
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|Investing Activities                                                                                                     
|                                                                                                                         
|Financing Activities                                                                                                     
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|Increase (Decrease) in Cash During the Period                                                                            
|Cash, Beginning of the Period                                                                                            
|Cash, End of the Period                                                                                                  
|See Accompanying Notes and Independent Accountants' Report.
F-5                                                          

PACIFIC CART SERVICES, LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001
(in U.S. Dollars)

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.                                                                           

F-6

PACIFIC CART SERVICES, LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001
(in U.S. Dollars)

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:
| | --------------------------------------------------------------------------------------------------------------------------------





| | March 31
| | --------





|                                            |   | 2001           |   | 2000    
|------------------------------------------- | - | -------------- | - | --------
|Beginning balance
Charges during the period | $ | (3,663)______0 | $ | 0______0
|Ending balance, March 31                    | $ | (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 (including shares subscribed but unissued) during the period.                   
|e) | Fixed Assets / Depreciation                                                                                                                                                                     
|   | The company depreciates its equipment at 20% per annum on a straight-line basis.                                                                                                                





| | March 31,
| | ---------





|                              | 2000           | 2000          
|----------------------------- | -------------- | --------------
|Cost
Accumulated Depreciation | $ 24,66210,662 | $ 24,662_6,928
|                              | $13,937
====== | $18,734
======





|f) | Consolidation                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The Company has a Canadian wholly-owned subsidiary, Gretna Capital Corporation ("GRETNA"), 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 canceled, Gretna is not activated and, accordingly, these financials are not disclosed on a consolidated basis.

F-7

PACIFIC CART SERVICES, LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001
(in U.S. Dollars)

Note 3. RELATED PARTY TRANSACTIONS:

|a) | Management fees                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Management fees of $62,500 have been incurred by the Company in the first quarter of 2001 (2000 - $58,670).                                                                                                                                                  
|b) | Agreement with Mister Tube Steak Canada Inc. (see Note 5)                                                                                                                                                                                                    
|   | James Oste is President, Director and a shareholder of Mister Tube Steak Canada Inc.                                                                                                                                                                         
|c) | 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.
|d) | 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 March 31, 2001 are accrued for the following persons:                                             





|Robert Kinloch
James Oste | $ 155,430121,235 
|------------------------- | -----------------
|                          | $ 276,665
=======

Note 4	INCOME TAXES

| | The Company has losses that total $1,151,088 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 March 31, 2001 as it is reduced by a valuation allowance.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note 5	AGREEMENTS WITH MISTER TUBE STEAK CANADA INC. - Terminated

|a) | By agreement dated January 10, 1999 and signed on January 26, 1999, between Mister Tube Steak Canada Inc. ("MTS") and Pacific Cart Services Ltd. ("PCS"), MTS appointed PCS as its exclusive distributor for its
products in California and Washington State. The effective date of the agreement is February 1, 1999 for an initial period of five years for the United States, and with respect to all other countries five years from February 1, 1999 or such date as may be
agreed to by the parties with respect to any additional country. Products purchased by PCS from MTS represented by equipment and food and dry goods are payable on a sixty day basis.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-8

PACIFIC CART SERVICES, LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001
(in U.S. Dollars

Note 5	 AGREEMENT WITH MISTER TUBE STEAK CANADA INC. (cont'd)

|   | MTS will provide product liability insurance in the amount of $2,000,000 CDN. The term of the agreement is for five years unless terminated earlier on consent of both parties. The agreement shall automatically
renew for successive two-year periods, commencing on the fifth anniversary, unless PCS provides 180 days prior written notice to MTS of its intent not to renew.                                                                        
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The agreement provides for reimbursement to PCS for value of business and goodwill created by PCS if the agreement is terminated by MTS for other than a default or breach by PCS.                                                                                                                                                                                                                                                                        
|   | If MTS intends to sell all or any part of its business PCS shall have a first right of refusal.                                                                                                                                                                                                                                                                                                                                                           
|   | The agreement is not assignable as security or otherwise by either party without the prior consent of the other.                                                                                                                                                                                                                                                                                                                                          
|   | James Oste is President, Director and shareholder of Mister Tube Steak Canada Inc.                                                                                                                                                                                                                                                                                                                                                                        
|b) | Pursuant to a letter of intent and to the AGM of Mister Tube Steak Canada Inc. (MTS) the company has drawn up a formal agreement of Purchase and Sale between it's inactive wholly owned subsidiary Gretna Capital
Corporation ("GRETNA") 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 has been terminated and is recorded as such in these financial statements. The 798,000 shares have subsequently been returned to treasury for cancellation (Note 16).                                                                                                                                                                                                                                                                      

Note 6	EMPLOYMENT AGREEMENT

|A) | 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)                                                                                                                                                       
|   | ii)                                                                                                                                                      

F-9

PACIFIC CART SERVICES, LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001
(in U.S. Dollars

Note 6	 EMPLOYMENT AGREEMENT (cont'd)

| | iii) | for both of the above agreements, subsequent year compensation is to be negotiated prior to commencement of a new year. Additional compensation is as follows:
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      | -                                                                                                                                                             
| |      | -                                                                                                                                                             
| |      | -                                                                                                                                                             
| |      | -                                                                                                                                                             
| |      | -                                                                                                                                                             
| |      | -                                                                                                                                                             

Note 7	COMPENSATION/DEFERRED COMPENSATION

|a) | 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 Expenses 3 months ended March 31,
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------
|                                                                                                                                                                                                                  | Total Compensation                            
|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 $177,000 | 177,000           | 165,937          | __2,213          | ______--
|------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------- | ---------------- | ---------------- | --------
|$ 596,500
=======                                                                                                                                      | $ 430,168
======= | $ 18,800
======= | $ 14,333
======= |         

F-10

PACIFIC CART SERVICES, LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001
(in U.S. Dollars)

Note 8	PENSION AND EMPLOYMENT LIABILITIES

| | The Company does not have any liabilities as at March 31, 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.

| | In February 2000, the company entered into a formal agreement with United Keno Hill Mines Ltd. (UKH) to provide that company 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 44,444,000 shares of UKH or approximately 50% of the outstanding stock of that company.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | To March 31, 2001, the Company has accrued interest of $8,772 US on the loan of $150,000 CDN to United Keno Hill Mines Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             





|                                   |                   | U.S.             
|---------------------------------- | ----------------- | -----------------
|Principal Balance
Accrued Interest | $ 150,00013,158   | $ 100,0008,772   
|                                   | $ 163,158
======= | $ 108,772
=======

Note 11 CONSULTING AGREEMENT B ALAN BERKUN - terminated

| | The company entered into a consulting agreement with Alan Berkun of New York City for the provision of services relating to Mergers and Acquisitions. Pursuant to this agreement, the company issued 1,220,000
treasury shares at a price of $0.50 per share. The company filed form S-8 for the stock and issued a letter of authorization to its transfer agent to issue the shares. The amount of $610,000 is charged as consulting fees less a recovery of $25,000 for net
costs of $585,000, less 400,000 shares returned to the Company at $0.50 per share, or $200,000, so that costs relating to this agreement total $385,000.for the period ended March 31, 2001. There is no further relationship between the Company and Mr.
Berkun at March 31, 2001.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-11

PACIFIC CART SERVICES, LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001
(in U.S. Dollars

Note 12 NOTES PAYABLE

| | The company has the following demand promissory notes payable as at March 31, 2001 with interest accrued at 9% per annum.
| | -------------------------------------------------------------------------------------------------------------------------





|Mallard Construction
Rodney D Mancini | $ 43,4889,970
|------------------------------------- | -------------
|                                      | 53,458       





|Mark Mcmunn
Terry Yates
Myles Haverluk
Mr. Tube Steak Canada Inc.
Karenco Foods
James Oste
Accrued Interest to March 31, 2001 | 14,000
14,000
14,000
10,633
35,88033,553175,524
17,785
|----------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------
|                                                                                                                              | $ 193,309
=======                                     

Note 13 BRIDGE FINANCING

| | Basic International Development Corporation of New York represents that it acts as the American agent for a European based pension fund. Having secured the Keno agreement, Note 10 above, company management
entered into a joint venture agreement with Basic International Development Corporation (Basic), whereby Basic would provide take-out financing guarantees if PCS could provide bridge financing to United Keno for working capital and preproduction costs. As
at December 31, 2000, the Company has suspended future negotiations related to this matter.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Note 14 CAPITAL STOCK

|a) | Total shares subscribed and paid up as at 
March 31, 2001                                                                                                                                                                                                                                                                                           | 17,676,250          | Common shares
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------- | -------------
|   | Deduct: 
Shares subsequently (see Subsequent Events Note 16 below) returned to treasury on cancellation of deal with Mr. Tube Steak Canada Inc.                                                                                                                                                                                                     | 789,000             |              
|   |                                                                                                                                                                                                                                                                                                                                                     | 16,878,250
======== |              
|   | On July 14, 2000, 400,000 shares were returned to the treasury from Alan Berkun 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

PACIFIC CART SERVICES, LTD.
(A Nevada Corporation)
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001
(in U.S. Dollars

Note 15 STOCK OPTION PLANS

| | The Company has no outstanding stock options at March 31, 2001 relating to a Qualified Stock Option Plan.                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | There is a Non Qualifying Stock Option Agreement outstanding at March 31, 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
 .

Note 16 SUBSEQUENT EVENTS

| | The deal with Mr. Tube Steak Canada Inc. outlined in Note 5 (above) is recorded as cancelled as at December 31, 2001. However, the 798,000 shares of the Company are to be returned to treasury.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-13

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

During the first quarter the company formally withdrew from its negotiations to acquire the assets of Mr. Tubesteak Canada Inc. (MTS). The company had issued 798,000 common shares to serve as a deposit on the transaction. These
shares have been released from trust and returned to the company's treasury. With the removal of the MTS assets as an acquisition candidate it is now incumbent on Management to set a new direction for the corporation. We intend to complete our review of
the company's options and report to shareholders in the near future.

The company expects a resolution to the ownership issues at United Keno Hill Mines Ltd. in the second quarter. Pacific Cart Services Ltd. continues to hold a secured interest in the United Keno silver properties in the Yukon Territories. The ultimate
disposition of the company's interest in the property is dependent on the outcome of the sale process now proceeding under the auspices of the Yukon Supreme Court.

No significant business activity occurred in the first quarter of 2001. The company's management retains as its primary goal and focus the acquisition of significant capital and or cash flow to sustain the maintenance of the corporation and by
extension seek to increase the value of the company's shares.

Due to the corporations depleted cash position an attempt is being made to increase our short-term debt from various sources to provide for working capital. No assurance can be given that these efforts will be successful. In the event the company is
unable to secure funding it may be required to curtail or cease operation.

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 18th day of March, 2001.

PACIFIC CART SERVICES LTD.



By: 	/s/ Robert Kinloch
Robert Kinloch, Secretary and member of the Board of Directors