<PAGE> 1

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


                 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 March 31, 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                             APPLIED FOR
(State or other jurisdiction of    (I.R.S. Employer
incorporation or organization)     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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                None

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                  Common shares, $0.001 par value

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 [   ] No [ x ], not subject to filing until May 10, 1999.

The number of common shares without par value outstanding on March 31,
2000 was 15,076,250 shares.


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









<PAGE> 2

                          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, 2000 and
March 31, 1999, and the Statements of Income, Retained Earnings
(Deficit), Cash Flows and Shareholders' 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.



                         /s/ Moen and Company
                         Chartered Accountants





Vancouver, British Columbia, Canada
May 15, 2000












                                 1

<PAGE> 3
                     PACIFIC CART SERVICES LTD.
                       (A Nevada Corporation)
                    (A Development Stage Company
                           Balance Sheet
                           March 31, 2000
                         (In U.S. Dollars)
            (With Comparative Figures at March 31, 2000

                              ASSETS
                                        2000           1999
Current Assets
 Cash                                   $    33,433    $  110,842
 Loan receivable (Note 10(b))                81,055            -
 Advances for expenses                       10,637            -
                                        -----------    ----------
                                            125,125       110,842
Long-Term Investment
 Deposit on purchase of assets
  from Mr. Tube Steak Canada Inc.           598,500            -
Fixed Assets (Note 2(e))
 Equipment at cost less
  accumulated depreciation                   18,734        15,237
                                        -----------    ----------
                                        $   742,359    $  126,079
                                        ===========    ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
 Accounts payable                       $       175    $       -
Management fees payable (Note 3(e))          50,000            -
Notes payable                               168,054        20,000
 Due to related parties                          -          6,511
                                        -----------    ----------
                                            218,229        26,511
                                        -----------    ----------
Shareholders' Equity
Capital Stock
 Authorized:
  100,000,000 common shares at
  $0.001 par value
 Issued and fully paid
  15,076,250 common shares at par value
  (1999 - 10,033,000 common shares)          15,076        10,033
 Additional paid-in capital               1,817,325       476,617
 Deferred compensation                     (332,835)     (273,167)
                                        -----------    ----------
                                          1,499,566       213,483
Deficit, accumulated during the
 development stage                         (975,436)     (113,915)
                                        -----------    ----------
                                            524,130        99,568
                                        -----------    ----------
                                        $   742,359    $  126,079
                                        ===========    ==========
Approved on Behalf of the Board
/s/ James Oste, Director
/s/ David Glass, Director
/s/ Robert J. Kinloch, Director
    See Accompanying Notes and Independent Accountants' Report.
<PAGE> 4

                     PACIFIC CART SERVICES LTD.
                       (A Nevada Corporation)
                   (A Development Stage Company)
                        Statement of Income
          For the Three Month Period Ended March 31, 2000
                         (In U.S. Dollars)
  (With Comparative Figures for Three Month Period Ended March 31,
                               1999)


                                   2000                1999
Administration Expenses
 Accounting fees                   $    2,935          $       -
 Amortization of deferred
  compensation (note 8)                14,333              14,333
 Consulting services                  621,978              13,500
 Depreciation                           1,368                 275
 Legal expenses                         1,883              19,568
 Management fees                       58,570              11,500
 Office expenses                          132               1,607
 Transfer agent fees                      146                 900
 Travel expenses                        7,624               5,449
                                   ----------          ----------
Total administration expenses        (708,969)            (67,132)
                                   ----------          ----------
Net Loss for the Period            $ (708,969)         $  (67,132)
                                   ==========          ==========
Net Loss Per Common Share
 Basic                             $     0.05          $    (0.01)
 Diluted                           $     0.05          $    (0.01)

Average Number of Common Shares Outstanding
 Basic                             14,262,916           9,449,667
 Diluted                           14,262,916           9,449,667

                     PACIFIC CART SERVICES LTD.
                       (A Nevada Corporation)
                   (A Development Stage Company)
              Statement of Retained Earnings (Deficit)
          For the Three Month Period Ended March 31, 2000
                         (In U.S. Dollars)
  (With Comparative Figures for Three Month Period Ended March 31,
1999)

                                   2000                1999

Balance, beginning of period       $ (266,467)         $  (46,783)
Net Loss for the Period              (708,969)            (67,132)
                                   ----------          ----------
Retained Earnings (Deficit),
 December 15, 1998                 $ (975,436)         $ (113,915)
                                   ==========          ==========





    See Accompanying Notes and Independent Accountants' Report.

                                 3

<PAGE> 5
                     PACIFIC CART SERVICES LTD.
                       (A Nevada Corporation)
                   (A Development Stage Company)
                 Statement of Shareholders' Equity
For the Period From Date of Inception on August 27, 1998 to March 31,
                                2000
                         (in U.S. Dollars)

                              Price     Number of                Additional
                              Per       Common         par       Paid-in
                              Share     Shares         Value     Capital
10/05/98  Shares subscribed
          by Director for
          cash (note 7(b))    $ 0.05     5,000,000     $  5,000  $   245,000
10/05/98  Shares subscribed
          by Director for
          finders' fee
          (note 7(a))         $ 0.05     2,000,000        2,000       98,000
12/07/98  Share subscribed by
          private placement
          for cash            $ 0.05     1,283,000        1,283       62,867
Deferred compensation
Deferred compensation
 amortization
Net loss for period
                                        ----------     --------  -----------
Balance, December 31, 1988               8,283,000        8,283      405,867
02/02/99  Shares subscribed
          by Director for
          consulting
          services            $ 0.05       250,000          250       12,250
02/03/99  Shares subscribed by
          private placement
          for cash            $ 0.04     1,500,000        1,500       58,500
06/15/99  Shares subscribed by
          stock     option
          exercised - shares
          to be issued        $ 0.04     3,000,000        3,000      117,000
Deferred compensation
12/03/99  Shares subscribed by
          private placement
          for cash            $ 0.65        25,250           25       17,226
Deferred compensation
 amortization
Net loss for year ended
 December 31, 1999
                                        ----------     --------  -----------
Balance, December 31,1999               13,058,250       13,058      610,843
Net loss quarter ended March 31, 2000
Deferred compensation amortization
                                        ----------     --------  -----------
Balance, March 31, 2000                 13,058,250       13,058      610,843
January 2000 share for assets of
 Mr. Tube Steak Canada Inc. @ $0.75        798,000          798      597,702
March 8, 2000 shares issued for
 consulting fees                         1,220,000        1,220      608,780
                                        ----------     --------  -----------
                                        15,076,250       15,076    1,817,325
                                        ==========     ========  ===========
See Accompanying Notes and Independent Accountants' Report.
                                4-a
<PAGE> 6

                     PACIFIC CART SERVICES LTD.
                       (A Nevada Corporation)
                   (A Development Stage Company)
                 Statement of Shareholders' Equity
For the Period From Date of Inception on August 27, 1998 to March 31,
                               2000
                         (in U.S. Dollars)

                                       Total         Retained   Total
                        Deferred       Capital       Earnings   Shareholders'
                        Compensation   Stock         (Deficit)  Equity
10/05/98  Shares subscribed
          by Director for
          cash (note 7(b))            $   250,000               $  250,000
10/05/98  Shares subscribed by
          Director for finders'
          fee (note 7(a))                 100,000                  100,000
12/07/98  Share subscribed by
          private placement
          for cash                         64,150                   64,150
Deferred compensation       (300,000)    (300,000)                (300,000)
Deferred compensation
 amortization                 15,000       15,000                   15,000
Net loss for the period                                (46,783)    (46,783)
                          ----------  -----------   ----------  ----------
Balance, December 31, 1988  (285,000)     129,150      (46,783)     82,367
02/02/99  Shares subscribed by
          Director for consulting
          services                         12,250                    12,500
02/03/99  Shares subscribed by
          private placement
          for cash                         60,000                    60,000
06/15/99  Shares subscribed by
          stock option
          exercised - shares
          to be issued     (117,000)        3,000                     3,000
Deferred compensation        (2,500)                  (2,500)        (2,500)
12/03/99  Shares subscribed by
          private placement
          for cash                         17,251                    17,251
Deferred compensation
 amortization                57,332        57,332                    57,332
Net loss for year ended
 December 31, 1999                                  (219,684)      (219,684)
                         ----------   -----------  ----------   -----------
Balance, December 31,1999  (347,168)      276,733    (266,467)       10,266
Net loss quarter ended
 March 31, 2000                                      (708,969)     (708,969)
Deferred compensation
 amortization                14,333        14,333                    14,333
                         ----------   -----------  ----------   -----------
Balance, March 31, 2000    (332,835)      291,066    (975,436)     (684,370)
January 2000 share for
 assets of Mr. Tube Steak
 Canada Inc. @ $0.75                      598,500                   598,500
March 8, 2000 shares issued
 for consulting fees                      610,000                   610,000
                         ----------   -----------  ----------   -----------
                         $ (332,835)  $ 1,499,566  $ (975,436)  $   524,130
                         ==========   ===========  ==========   ===========
<PAGE> 7

                     PACIFIC CART SERVICES LTD.
                       (A Nevada Corporation)
                   (A Development Stage Company)
                      Statement of Cash Flows
          For the Three Month Period Ended March 31, 2000
                         (In U.S. Dollars)
  (With Comparative Figures for Three Month Period Ended March 31,
                               1999)

                                        2000           1999

Cash Provided by (Used for)
Operating Activities
 Loss for the period                    $ (708,969)    $ (67,132)
 Shares issued for consulting services     610,000        10,000
 Changes in non-cash working
  capital items
 Advances for expenses                      (3,799)           -
 Accounts payable                               27          (750)
 Unpaid management fees                     50,000            -
 Loan receivable                           (81,055)           -
 Depreciation                                1,368           275
 Deferred compensation expenses             14,333        14,333
                                        ----------     ---------
                                          (118,095)      (43,274)
                                        ----------     ---------
Investing Activities
 Purchase of equipment                          -        (15,512)
                                        ----------     ---------
Financing Activities
 Capital stock subscribed for cash              -         60,000
 Notes payable                             107,514         4,075
                                        ----------     ---------
                                           107,514        64,075
                                        ----------     ---------
Increase (Decrease) in Cash During
 the Period                                (10,581)        5,289
Cash, Beginning of the Period               44,014       105,553
                                        ----------     ---------
Cash, End of the Period                 $   33,433     $ 110,842
                                        ==========     =========















     See Accompanying Notes and Independent Accountants' Report

                                 5

<PAGE> 8

                     PACIFIC CART SERVICES LTD.
                       (A Nevada Corporation)
                   (A Development Stage Company)
                   Notes to Financial Statements
                           March 31, 2000
                         (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 accounts of the Company are translated into U.S. dollars on
     the following basis:

     -    current assets and liabilities at the rate of exchange in
          effect at the balance sheet date
     -    administration expenses at the average rate in effect during
          the period
     -    non-current assets and liabilities at rates prevailing when
          the transaction occurred

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 25% per annum on a
     straight-line basis.
                                           March 31,
                                        2000      1999
          Cost                          $ 26,662  $ 15,512
          Accumulated Depreciation         6,928       275
                                        --------  --------
                                        $ 18,734  $ 15,237
                                        ========  ========



     See Accompanying Notes and Independent Accountants' Report

                                 6
<PAGE> 9

                     PACIFIC CART SERVICES LTD.
                       (A Nevada Corporation)
                   (A Development Stage Company)
                   Notes to Financial Statements
                           March 31, 2000
                         (in U.S. Dollars)

Note 3.  RELATED PARTY TRANSACTIONS:

a)   Management fees
     Management fees of $5,857 have been incurred by the Company in
     2000 (1999 - $11,500).

b)   Expenses paid by directors
     Expenses incurred by directors on behalf of the Company comprised
     of travel and related costs of $5,345,86.

c)   Agreement with Mister Tube Steak Canada Inc.
     James Oste is President, Director and a shareholder of Mister Tube
     Steak Canada Inc.

d)   Note payable to shareholder, James Oste
     There is a note payable of $33,553 to James Oste with a due date
     of March 15, 2001 and a note for $35,880 payable to Karenco Foods
     which is owned by James Oste and his wife.

e)   Effective January 1, 2000 remuneration is $150,000 per year for
     Robert Kinloch and $100,000 per year for James Oste.  The result
     of retroactive increased from $22,000 per year and $24,000 per
     year respectively has been reflected in these financial statements
     for this quarter, in the amount of $50,000, which is included in
     current liabilities as management fees payable.

Note 4.   INCOME TAXES

The Company has losses that total $315,436 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, 2000 as it is reduced by a
valuation allowance.

Note 5    AGREEMENT WITH MISTER TUBE STEAK CANADA INC.

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.




    See Accompanying Notes and Independent Accountant's Report.

                                 7
<PAGE> 10

                     PACIFIC CART SERVICES LTD.
                       (A Nevada Corporation)
                   (A Development Stage Company)
                   Notes to Financial Statements
                           March 31, 2000
                         (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.

Note 6    EMPLOYMENT AGREEMENT

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

i)        James Oste to be employed as President, Chief Executive
          Officer and Director of the Company, commencing at $24,000
          per year, and increased by resolution to $100,000 per year
          effective January 1, 2000.
ii)       Robert Kinloch, to be employed as Executive Vice-President,
          Chief Operating Officer, and Director of the Company
          commencing at $22,000 per year and increased by resolution
          to $150,000 per year effective January 1, 2000.
iii)      for both of the above agreements, subsequent year
          compensation is to be negotiated prior to commencement of a
          new year.  Additional compensation is as follows:
          -    reimbursement of all out-of-pocket expenses payable or
               incurred by the employee in connection with his duties
               under the agreement
          -    all reasonable travelling expenses incurred by the
               employee in the course of his duties
          -    six weeks paid vacation
          -    club membership not to exceed $1,000
          -    stock option package to be negotiated during the first
               year of employment








    See Accompanying Notes and Independent Accountant's Report.

                                 8
<PAGE> 11
                     PACIFIC CART SERVICES LTD.
                       (A Nevada Corporation)
                   (A Development Stage Company)
                   Notes to Financial Statements
                           March 31, 2000
                          (in U.S. Dollars)
Note 7    COMPENSATION/DEFERRED COMPENSATION

Shares have been issued that give rise to compensation expense.  This
compensation except for (d) is amortized over a five year period,
with three months thereof expensed as of March 31, 2000.  Details of
compensation expense and deferred compensation are as follows:

                                                       Compensation
                                            Deferred   Expense
                              Total         Portion    Quarter Ended 03/31
                              Compensation  03/31/00   2000      1999
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      $  71,500 $  4,500  $  4,500
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 use to compensation
     at $0.04 per share,
     or $200,000                200,000        142,500    9,500     9,500
c)   250,000 common shares
     issued for consulting
     services to David Glass
     at a price of $0.05
     per share                    2,500          1,835      333       333
d)   3,000,000 common shares
     exercised on stock
     options (Note 11)          117,000        117,000       -         -
                              ---------      --------- --------  --------
                              $ 419,500      $ 332,835 $ 14,333  $ 14,333
                              =========      ========= ========  ========

Note 8.   PENSION AND EMPLOYMENT LIABILITIES

The Company does not have any liabilities as at March 31, 2000 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,
advances for expenses, accounts payable and notes payable.  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.

    See Accompanying Notes and Independent Accountant's Report.
<PAGE> 12
                     PACIFIC CART SERVICES LTD.
                       (A Nevada Corporation)
                   (A Development Stage Company)
                   Notes to Financial Statements
                           March 31, 2000
                          (in U.S. Dollars)
Note 10  SIGNIFICANT TRANSACTIONS DURING CURRENT QUARTER

a)   Pursuant to a letter of intent and to the AGM of Mr. Tube Steak
     Canada Inc. (MTS) the company has drawn up a formal agreement of
     Purchase and Sale between it's wholly owned subsidiary Gretna
     Capital Corporation 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.

b)   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 ending March 30, 2000.
     $117,500 CDN ($81,055 US) had been advanced by March 31, 2000 and
     $32,500 CDN have subsequently advanced on April 12, 2000. 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.

c)   On March 5, 2000, Robert Kinloch replaced James Oste as President
     and Chief Executive Officer of the company, retroactive to January
     1, 2000.  Pursuant to this appointment, Mr. Kinloch was granted a
     stock option to purchase 2,000,000 common shares of the company's
     stock @ 0.50 per share.

d)   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 $050 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 for the current
     quarter.

e)   The company has the following promissory notes payable as at March
     31, 2000 with interest at 9% per annual.

                                             Due Date
     Mallard Construction          $ 26,988  Payable on demand
     Mark Mcmunn                   $ 14,000  June 10, 2000
     Terry Yates                   $ 14,000  June 10, 2000
     Myles Haverluk                $ 14,000  June 10, 2000
     Mr. Tube Steak Canada Inc.    $ 24,633  June 19, 2000
     Karenco Foods                 $ 35,880  March 15,2001
     James Oste                    $ 33,553  March 15, 2001
     Rodney D Mancini              $  5,000  July 31, 2000
                                   --------
                                   $168,054
                                   ========
See Accompanying Notes and Independent Accountant's Report.
<PAGE> 13
                     PACIFIC CART SERVICES LTD.
                       (A Nevada Corporation)
                   (A Development Stage Company)
                   Notes to Financial Statements
                           March 31, 2000
                          (in U.S. Dollars)

Note 10  SIGNIFICANT TRANSACTIONS DURING CURRENT QUARTER (cont'd)

The interest is to be incurred when the notes payable and interest is
paid on the due  date.

f)   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(b) above, PCS
     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.  At the end of the first quarter PCS was negotiating with
     interested parties to secure the necessary bridge loan.

Note 11    CAPITAL STOCK

a)   A stock option was exercised on June 15, 1999 for 3,000,000 common
     shares at $0.04 per share for proceeds of $120,000.  Issuance of
     these shares has been authorized and they are disclosed as issued
     and fully paid in these financial statements. The shares, however,
     are not as yet issued by the transfer agent. Deferred compensation
     of $117,000 is recorded in these financial statements.
     Amortization of the deferred compensation will commence when these
     shares are issued.

b)   Reconciliation to shares issued and outstanding as provided by
     transfer agent for the company, American Securities Transfer &
     Trust Inc. is as follows:

     Shares issued and outstanding
      per transfer agent                12,076,250 common shares
     Subscribed by stock option
      exercised on June 15, 1999,
      but shares not yet issued          3,000,000 common shares
                                        ----------
     Total shares subscribed and
      paid up as at March 31, 2000      15,076,250 common shares
                                        ==========











    See Accompanying Notes and Independent Accountants' Report.

                                 11
<PAGE> 14

ITEM 2.  MANAGEMENT DISCUSSION AND ANALYSIS

     The primary goal of Pacific Cart Services (PCS or the Company) in
the first quarter of 2000 was to close the previously announced
purchase of the assets of Mr. Tubesteak Canada Inc. (MTS).  As of the
close of the first quarter this transaction had yet to be consummated.
Pacific Cart has entered into a definitive agreement with MTS and
stands ready to close immediately.  Due to ongoing shareholder and
financial constraints, MTS has been unable to transfer title in a
manner and fashion acceptable to PCS.

     While the MTS-PCS transaction in non-arms length as previously
disclosed in the notes to the financial statements of PCS, the Company
is cognizant of a number of shareholders in MTS who are arms-length and
consequently is reticent to close any transaction that would not
withstand independent scrutiny.  Accordingly, 798,000 shares remain in
trust with the purchasers lawyer as consideration pending closing.  It
is the Company's opinion that no material change has taken place in the
value of the purchased assets and PCS is working with MTS to overcome
the remaining impediments.

     In November 1999 the Company made a loan ($5,500.00) to United
Keno Hill Mines Ltd. (UKH), a listed company on the Toronto Stock
Exchange. United Keno is the owner of a production-ready silver mine in
Yukon, Canada.  Management of PCS has a long-standing relationship with
board members of UKH.  Informal discussions with UKH and several
private investors lead PCS management to the conclusion that it could
raise $150,000.00 and that by providing this relatively small amount of
capital to UKH the Company could secure a valuable option on UKH stock
going forward.

     In conjunction with a CCAA filing in Canada by UKH (CCAA is
roughly equivalent to Chapter 11 in the United States) in which it
asked the courts for a protection period from its creditors,  Pacific
Cart agreed to lend UKH CDN$150,000.00.  This court approved loan was
partially ($122,000.00) covered under the Debtor in Possession (DIP)
financing provisions of the CCAA application.  As such, the loan was
granted preferential securitization vis a vis pre-existing creditors.
The Company is confident that, given its title status, the loan is well
secured and expects full repayment with interest in the event no
acceptable arrangement is reached between UKH and its creditors.

     The CDN$150,000.00 loan arrangement between PCS to UKH gives PCS
the option to lend a further CDN$4,000,000.00 which is convertible into
Keno stock at C$.09 a share.  This represents approximately 44,000,000
shares of UKH or 50% of the now-issued shares.  All of the provisions
in the PCS-UKH agreement are subject to regulatory approval in Canada
and no assurance can be given that it would be forthcoming.

     This arrangement with United Keno is highly speculative.  No
assurance can be given that any initiative will succeed.  PCS
management is intimately familiar with the United Keno situation
and believes that its time is not misspent, given the risk-reward
profile of the investment.






<PAGE> 15

     The Company has entered into a consulting agreement with Mr. Alan
Berkun of New York.  The goal of this agreement was to extend the PCS
network in furtherance of the company's previously stated goal to grow
through Mergers and Acquisitions.  The company issued 1,220,000 shares
in consideration of the consulting agreement.  These shares were
subsequently the subject of an S-8 registration.

     Basic International Development Corporation of New York represents
themselves as the American agent for a European based pension fund.
Having secured the Keno agreement, PCS 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.  At the end of the first quarter PCS was
negotiating with interested parties to secure the necessary bridge
loan.

     The Company does not have the capital to operate for the next
twelve months.  The Company is seeking debt and equity financing from
various sources in order to meet its capital requirements going
forward. No assurance can be given that this search will prove
successful.  If the Company is unable to attract further financing it
may be required to curtail or cease operations.


                    PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K.

(a)  Exhibits

EXHIBIT INDEX

Exhibit
  No.     Description.

  27      Financial Data Schedule


                             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 22nd day of May, 2000.


                              PACIFIC CART SERVICES LTD.

                              BY:  /s/ Robert Kinloch
                                   Robert Kinloch, President, Chief
                                   Executive Officer and member of the
                                   Board of Directors