<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 June 30, 1999

[   ]     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 June 30,
1999 was 13,033,000 shares.


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






<PAGE> 2

                          MOEN AND COMPANY
                       CHARTERED ACCOUNTANTS

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


                    INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying Balance Sheet of Pacific Cart Services
Ltd. (A Development Stage Company) as at June 30, 1999, and the related
Statement of Income, Retained Earnings (Deficit), Cash Flows and
Shareholders' Equity for the six month period then ended.  These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that  we plan and perform an audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Pacific
Cart Services Ltd. (A Development Stage Company) as of June 30, 1999
and the results of its operations and Cash Flows for the six month
period then ended in conformity with generally accepted accounting
principles.

Moen and Company
Chartered Accountants


Vancouver, British Columbia, Canada
August 10, 1999








                                 1
<PAGE> 3
                     PACIFIC CART SERVICES LTD.
                       (A Nevada Corporation)
                   (A Development Stage Company)
                           Balance Sheet
                           June 30, 1999
                         (In U.S. Dollars)
<TABLE>
<CAPTION>
                               ASSETS
<S>                                         <C>
Current Assets
Cash                                         $  42,487
Loan receivable (note 10(b))                    26,000
Short term investment                           15,000
                                             ---------
                                                83,487
                                             ---------
Fixed Assets
Equipment at cost less
 accumulated depreciation                       20,606
                                             ---------
                                             $ 104,093
                                             =========

                LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
Account payable                              $      65
Note payable to shareholder, James Oste,
 unsecured, non-interest bearing and not
 subject to demand before March 15, 2000        20,000
Due to related parties (note 4(c))               7,418
                                             ---------
                                                27,483
                                             ---------
Shareholders' Equity
Capital Stock (note 3)
Authorized:
 100,000,000 common shares at $0.001 par value
 Issued and fully paid
 13,033,000 common shares at par value          13,033
Additional paid-in capital                     593,617
Deferred compensation                         (375,834)
                                             ---------
                                               230,816
Deficit, accumulated during the
 development stage                            (154,206)
                                             ---------
                                                76,610
                                             ---------
                                             $ 104,093
                                             =========
</TABLE>
Approved on Behalf of the Board
James Oste, Director
David Glass, Director
Robert J. Kinloch, Director

      See Accompanying Notes and Independent Auditors' Report
                                 2
<PAGE> 4

                     PACIFIC CART SERVICES LTD.
                       (A Nevada Corporation)
                   (A Development Stage Company)
                        Statement of Income
            For the Six Month Period Ended June 30, 1999
                         (In U.S. Dollars)
<TABLE>
<CAPTION>
                                        Six Months     27-Aug-98
                                        Ended          to
                                        30-Jun-99      31-Dec-98
<S>                                     <C>            <C>
Administration Expenses
 Accounting fees                        $     750      $   2,050
 Amortization of deferred
  compensation (note 8)                    28,666         15,000
 Consulting services1                       3,500
 Depreciation                               1,906
 Legal expenses                            19,568         20,152
 Management fees                           23,000
 Merchandise design                         1,650
 Office expenses                            3,373            733
 Transfer agent fees                        1,114          1,000
 Travel expenses                           13,896          7,848
                                        ---------      ---------
Total administration expenses             107,423         46,783
                                        ---------      ---------
Net Loss for the Period                 $(107,423)     $ (46,783)
                                        =========      =========
Net Loss Per Common Share
 Basic                                  $   (0.01)     $   (0.01)
 Diluted                                $   (0.01)     $   (0.01)

Average Number of Common Shares
 Outstanding Basic                      9,741,337      5,092,851
 Diluted                                9,741,337      5,092,851

PACIFIC CART SERVICES LTD.
(A Nevada Corporation)
(A Development Stage Company)
Statement of Retained Earnings (Deficit)
For the Six Month Period Ended June 30, 1999
(In U.S. Dollars)
                                        Six Months     27-Aug-98
                                        Ended          to
                                        30-Jun-99      31-Dec-98

Balance, beginning of period            $ (46,783)     $
Net Loss for the Period                  (107,423)       (46,783)
                                        ---------      ---------
Retained Earnings (Deficit),
 end of period                          $(154,206)     $ (46,783)
                                        =========      =========
</TABLE>
      See Accompanying Notes and Independent Auditors' Report

                                 3
<PAGE> 5

                     PACIFIC CART SERVICES LTD.
                       (A Nevada Corporation)
                   (A Development Stage Company)
                      Statement of Cash Flows
            For the Six Month Period Ended June 30, 1999
                         (In U.S. Dollars)
<TABLE>
<CAPTION>
                                        Six Months     27-Aug-98
                                        Ended          to
                                        30-Jun-99      31-Dec-98
<S>                                     <C>            <C>
Cash Provided by (Used for)
Operating Activities
 Loss for the period                    $ (107,423)    $ (46,783)
 Shares issued for consulting services      10,000
 Changes in non-cash working capital items
  Accounts payable                            (685)          750
  Depreciation                               1,906
  Deferred compensation expenses            28,666        15,000
                                        ----------     ---------
                                           (67,536)      (31,033)
                                        ----------     ---------
Investing Activities
 Loan receivable                           (26,000)
 Short term investment                     (15,000)
 Purchase of equipment                     (22,512)
                                        ----------     ---------
                                           (63,512)
                                        ----------     ---------
Financing Activities
 Capital stock subscribed for cash          63,000       114,150
 Note payable to shareholder                    --        20,000
 Due to related parties                      4,982         2,436
                                        ----------     ---------
                                            67,982       136,586
                                        ----------     ---------
Increase (Decrease) in Cash
 During the Period                         (63,066)      105,553
Cash, Beginning of the Period              105,553
                                        ----------     ---------
Cash, End of the Period                 $   42,487     $ 105,553
                                        ==========     =========
</TABLE>






      See Accompanying Notes and Independent Auditors' Report

                                 4
<PAGE> 6

                        PACIFIC CART SERVICES LTD.
                          (A Nevada Corporation)
                      (A Development Stage Company)
                    Statement of Shareholders' Equity
               For the Six Month Period Ended June 30, 1999
                             (in U.S. Dollars)
<TABLE>
<CAPTION>
                              Price      Number of               Additional
                              Per        Common        par       Paid-in
                              Share      Shares        Value     Capital
<S>                           <C>        <C>           <C>       <C>
Oct. 5, 98 Shares
 subscribed by Director
 for cash (note 7(b))         $ 0.05     5,000,000     $  5,000  $ 245,000
Oct. 5, 98 Shares
 subscribed by Director for
 finders' fee (note 7(a))     $ 0.05     2,000,000        2,000     98,000
Dec. 7, 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 the period
                                        ----------     --------  ---------
Balance, December 31, 1988               8,283,000        8,283    405,867
                                        ----------     --------  ---------
Feb. 2, 99 Shares subscribed
 by Director for consulting
 services                     $ 0.05       250,000          250     12,250

Feb. 3, 99 - Shares
 subscribed by private
 placement for cash           $ 0.04     1,500,000        1,500     58,500
Jun. 15, 99 Shares subscribed
 by stock option exercised    $ 0.04     3,000,000        3,000    117,000
Deferred compensation
Deferred compensation amortized
Loss for the period
                                        ----------     --------  ---------
Balance, June 30, 1999                  13,033,000     $ 13,033  $ 593,617
                                        ==========     ========  =========



















      See Accompanying Notes and Independent Auditors' Report

                                5-a

<PAGE> 7

                       PACIFIC CART SERVICES LTD.
                        (A Nevada Corporation)
                     (A Development Stage Company)
                   Statement of Shareholders' Equity
              For the Six Month Period Ended June 30, 1999
                             (in U.S. Dollars)

                                          Total         Retained  Total
                           Deferred       Capital       Earnings  Shareholders'
                           Compensation   Stock         (Deficit) Equity
<S>                        <C>            <C>           <C>       <C>
Oct. 5, 98 Shares
 subscribed by Director
 for cash (note 7(b))                     $ 250,000                $ 250,000
Oct. 5, 98 Shares
 subscribed by Director for
 finders' fee (note 7(a))                   100,000                  100,000
Dec. 7, 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
Net loss for the period                                  (46,783)    (46,783)
                           ----------     ---------    ---------   ---------
Balance, December 31, 1988   (285,000)      129,150      (46,783)     82,367
                           ----------     ---------    ---------   ---------
Feb. 2, 99 Shares subscribed
 by Director for consulting
 services                                    12,500                    12,500
Feb. 3, 99 - Shares subscribed
 by private placement for cash               60,000                    60,000
Jun. 15, 99 Shares subscribed
 by stock option exercised   (117,000)        3,000                     3,000
Deferred compensation          (2,500)       (2,500)                   (2,500)
Deferred compensation
 amortized                     28,666        28,666                    28,666
Loss for the period                                     (107,423)    (107,423)
                           ----------     ---------    ---------    ---------
Balance, June 30, 1999     $ (375,834)    $ 230,816    $(154,206)   $  76,610
                           ==========     =========    =========    =========

</TABLE>















       See Accompanying Notes and Independent Auditors' Report

                                 5-b

<PAGE> 8
                      PACIFIC CART SERVICES LTD.
                        (A Nevada Corporation)
                    (A Development Stage Company)
                    Notes to Financial Statements
                            June 30, 1999
                          (in U.S. Dollars)

Note 1.   BUSINESS OPERATIONS

a)   The Company was incorporated 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.
c)   The first fiscal year end of the Company was December 31, 1998.

Note 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)   Administration Costs
     Administration costs are written off to operations during the
     period.
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 during the period.
f)   Depreciation of Fixed Assets
     Depreciation is recorded on a straight line basis over five years
     which is the estimated useful life.

          At cost                                 $ 22,512
               Less: accumulated depreciation        1,906
                                                  --------
                                                  $ 20,606
                                                  ========






       See Accompanying Notes and Independent Auditors' Report

                                  6


<PAGE> 9
                      PACIFIC CART SERVICES LTD.
                        (A Nevada Corporation)
                    (A Development Stage Company)
                    Notes to Financial Statements
                            June 30, 1999
                           (in U.S. Dollars)
Note 3.   CAPITAL STOCK

Cash consideration for common shares during the six months ended June
30, 1999 was $60,000 for the issuance of 1,500,000 common shares
subscribed by private placement and $3,000 for the subscription of
stock options exercised for 3,000,000 common shares  These latter
3,000,000 common shares were not issued at June 30, 1999. 250,000
common shares were issued to a director for consulting services of
$10,000.

Note 4.   RELATED PARTY TRANSACTIONS:

a)   Share subscription by director
     The Company authorized the issue of 250,000 shares to David
     Glass, a Director of the company, for consulting services.  There
     is additional compensation of $2,500 based on a value of $0.05
     per share. The compensation is amortized over a five year period
     as outlined in note 8.
b)   Management fees
     Management fees for the six month period ended June 30, 1999
     total $23,000 representing $12,000 for James Oste and $11,000 for
     Robert Kinloch.
c)   Expenses paid by directors
     Expenses incurred during the period by directors on behalf of the
     Company are comprised of office expenses of $177, travel costs of
     $4,951, legal expenses of $3,000, consulting services of $13,500
     and purchase of equipment of $22,512, for total costs of $44,140.
     The balance unpaid as of June 30, 1999 is as follows:

          James Oste, Chairman, President, Director    $ 3,486
          Robert Kinloch, Secretary, Director            3,932
                                                       -------
          Balance unpaid at March 31, 1999             $ 7,418
                                                       =======
d)   Agreement with Mister Tube Steak Canada Inc.
     James Oste is President, Director and a shareholder of Mister
     Tube Steak Canada Inc. as outlined in note 6 below.
e)   Note payable - $20,000
     The note payable of $20,000 is payable to James Oste.  It is
     unsecured and was initially not subject to demand before June 1,
     1999;  the latter date has been changed by letter dated March 15,
     1999, to an earliest call date of March 15, 2000.





       See Accompanying Notes and Independent Auditors' Report.

                                  7
<PAGE> 10
                      PACIFIC CART SERVICES LTD.
                        (A Nevada Corporation)
                    (A Development Stage Company)
                    Notes to Financial Statements
                            June 30, 1999
                           (in U.S. Dollars)
Note 5    INCOME TAXES

The Company has a loss 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 it is reduced by a valuation allowance.

Note 6     AGREEMENT WITH MILTER TUBE STEAK CANADA INC.

a)   Agreement with Mister Tube Steak Canada Inc.
     1)   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.
     2)   The effective date of the agreement is February 1, 1999 for
          an initial period of five years.
     3)   Products purchased by PCS from MTS represented by equipment
          and food and dry goods are payable on a sixty day basis.
     4)   MTS will provide product liability insurance in the amount
          of $2,000,000 CDN.
     5)   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. MTS shall have the right to cancel this
          agreement on the fifth anniversary and second anniversary of
          any subsequent renewal upon not less than 180 days prior
          written notice to PCS.
     6)   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.
     7)   If MTS intends to sell all or any part of its business PCS
          shall have a first right of refusal.
     8)   The agreement is not assignable as security or otherwise by
          either party without the prior consent of the other.
     9)   James Oste is President, Director and shareholder of Mister
          Tube Steak Canada Inc.






       See Accompanying Notes and Independent Auditors' Report

                                  8



<PAGE> 11
                      PACIFIC CART SERVICES LTD.
                        (A Nevada Corporation)
                    (A Development Stage Company)
                    Notes to Financial Statements
                            June 30, 1999
                           (in U.S. Dollars)
NOTE 7 EMPLOYMENT AGREEMENTS

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:

a)   James Oste to be employed as President, Chief Executive Officer
     and Director of the Company, commencing at $24,000 per year.
b)   Robert Kinloch, to be employed as Executive Vice-President, Chief
     Operating Officer, and Director of the Company commencing at
     $22,000 per year.
c)   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 Auditors' Report

                                  9



<PAGE> 12
                      PACIFIC CART SERVICES LTD.
                        (A Nevada Corporation)
                    (A Development Stage Company)
                    Notes to Financial Statements
                            June 30, 1999
                           (in U.S. Dollars)
Note 8    COMPENSATION/DEFERRED COMPENSATION

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

                                                   Compensation
                                                     Expense
                                                  --------------
                         Total          Deferred  Dec 31    June 30
                         Compensation   Portion   1998      1999
                         ------------   --------  -----     -----
a) 2,00,000 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      $  85,500 $ 5,000   $ 9,500

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 rise to compensation
at $0.04 per share,
or $200,000                200,000        171,000   10,000    19,000

c) 250,000 common shares
issued for consulting
services to David Glass
at a price of $0.50 per
share                        2,500          2,334       --       166

d) 3,000,000 common
shares exercised on
stock options              117,000        117,000       --         -
                         ---------      --------- --------  --------
                         $ 419,500      $ 375,834 $ 15,000  $ 28,666
                         =========      ========= ========  ========

Note 9    PENSION AND EMPLOYMENT LIABILITIES

The Company does not have any liabilities as at June 30, 1999 for
pension, post-employment benefits or postretirement benefits.  The
Company does not have a pension plan.



       See Accompanying Notes and Independent Auditors' Report

                                  10
<PAGE> 13
                      PACIFIC CART SERVICES LTD.
                        (A Nevada Corporation)
                    (A Development Stage Company)
                    Notes to Financial Statements
                            June 30, 1999
                           (in U.S. Dollars)
Note 10   SUBSEQUENT EVENTS

a)   Investor Relations Agreement
     By agreement dated August 8, 1999 the Company engaged Daniel La
     Pointe of White Rock, Canada, as an investor relations consultant
     for a period of one month beginning August 11, 1999 and ending
     September 10, 1999, for the amount of $10,000.
b)   Loan Receivable
     The loan of $26,000 receivable from James Oste, President and a
     Director, was repaid to the Company on August 9, 1999.





































       See Accompanying Notes and Independent Auditors' Report

                                  11
<PAGE> 14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     This Quarterly Report on Form 10-QSB contains certain forward-
looking statements (within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934)
regarding the Company and its business, financial condition, results of
operations and prospects. Words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks,"  "estimates" and similar
expressions or variations of such words are intended to identify forward-
looking statements in this Report. Additionally, statements concerning
future matters such as the development of new services, technology
enhancements, purchase of equipment, credit arrangements, possible
changes in legislation and other statements regarding matters that are
not historical are forward-looking statements.

     Although forward-looking statements in this Report reflect the good
faith judgment of the Company's management, such statements can only be
based on facts and factors currently known by the Company. Consequently,
forward-looking statements are inherently subject to risks and
uncertainties, and actual results and outcomes may differ materially from
results and outcomes discussed in the forward-looking statements. Factors
that could cause or contribute to such differences in results and
outcomes include without limitation those discussed below as well as
those discussed elsewhere in this Report. Readers are urged to carefully
review and consider the various disclosures made by the Company in this
Report, which attempt to advise interested parties of the risks and
factors that may affect the Company's business, financial condition,
results of operations and prospects.

     The Company continues to work on plans to commence operations in
California and Washington. Discussions are ongoing with key suppliers to
that market. Any commencement of operations will not occur before the
fourth quarter of 1999. The Company anticipates that a market research
study to further refine the business model may be required. Discussions
have taken place with professionals in that field and it is hoped that
process can begin it is hoped that such process can begin in the third
quarter.

     The Company has been made aware of other opportunities in the
consumer products field since its Form 10-SB became effective by
operation of law.  While informal due diligence is taking place on
several fronts no contractual developments are imminent however the
Company remains open to all situations in its area of expertise.

     The Company has inadequate cash to maintain operations during the
next twelve months. In order to meet its cash requirements the Company
will have to raise additional securities and there is no assurance that
it will be able to raise additional capital through the sale of
securities in the future. Further, the Company has not initiated any
negotiations for loans to the Company and there is no assurance that the
Company will be able to raise additional capital in the future through
loans. In the event that the Company is unable to raise additional
capital, it may have to suspend or cease operations.



<PAGE> 15

     The Company has purchased several street carts in anticipation of
future operations

Results of Operations (August 27,1998) through June 30, 1999.

     The Company is considered to be in the development stage as defined
in Statement of Financial Accounting Standards No. 7. There have been no
operations since Incorporation.


                     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 23rd  day of August, 1999.


                              PACIFIC CART SERVICES LTD.



                              BY:  /s/ David G. Glass
                                   David G. Glass, Chief Financial
                                   officer Treasurer and member of the
                                   Board of Directors