<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, 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 Stock

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.

                           Yes [ x ] No [ x ]

The number of common shares without par value outstanding on June 30,
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 June 30, 2000 and June 30, 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
August 8, 2000












<PAGE> 3
                       PACIFIC CART SERVICES LTD.
                         (A Nevada Corporation)
                      (A Development Stage Company)
                              Balance Sheet
                              June 30, 2000
                            (In U.S. Dollars)
                               (Unaudited)
               (With Comparative Figures at June 30, 1999)

ASSETS

Current Assets                                   2000         1999
Cash                                        $    15,256  $    42,487
Loans receivable (Note 10(b))                   103,664       26,000
Short term investment                               --        15,000
Advances for expenses                             6,035          --
                                            -----------  -----------
                                                124,955       83,487
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  17,366       20,606
                                            -----------  -----------
                                            $   740,821  $   104,093
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable                            $       602  $        65
Management fees payable (Note 3(e))             106,330          --
Notes payable (Note 3(e) and 10(e))             168,054       20,000
Due to related parties                              --         7,418
                                            -----------  -----------
                                                274,986       27,483
Shareholders' Equity
Capital Stock (Note 14)
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       13,033
Additional paid-in capital                    1,817,325      593,617
Deferred compensation                          (318,502)    (375,834)
                                            -----------  -----------
                                              1,513,899      230,816
Deficit, accumulated during the
 development stage                           (1,048,064)    (154,206)
                                            -----------  -----------
                                                465,835       76,610
                                            -----------  -----------
                                            $   740,821  $   104,093
Approved on Behalf of the Board
"James Oste",            Director
"David Glass",           Director
"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
                            (In U.S. Dollars)
                               (Unaudited)
                    Cumulative
                    From Date of
                    Inception on Six Months Ended        Three Months Ended
                    08/27/98     June 30,                June 30,
                    to 06/30/00  2000        1999        2000       1999
Administration Expenses
Accounting fees     $    10,085  $    4,685  $      750  $    1,750 $       750
Acquisition administration
 fees                     5,000
Amortization of deferred
 compensation (Note 7)  100,998       28,666      28,666      14,333     14,333
Consulting services     625,358      596,878      13,500     (25,100)        --
Depreciation              7,296        2,736       1,906       1,368      1,631
Investor relations       11,491        1,491          --       1,491         --
Legal expenses           51,501        6,474      19,568       4,591         --
Management fees         171,500      125,000      23,000      66,430     11,500
Merchandise design        1,650           --       1,650          --      1,650
Office expenses          11,320        4,761       3,373       4,629      1,766
Transfer agent fees       3,499          803       1,114         657        214
Travel expenses          48,366       10,103      13,896       2,479      8,447
                    -----------  -----------  ----------  ----------  ---------
Total administration
 expenses             1,048,064      781,597     107,423      72,628     40,291
                    -----------  -----------  ----------  ----------  ---------
Net Loss for the
 Period             $(1,048,064) $  (781,597) $ (107,423)    (72,628)   (40,291)
                    ===========  ===========  ==========  ==========  =========
Net Loss Per Common Share
Basic                            $      0.05  $    (0.01)       0.01      (0.01)
Diluted                          $      0.05  $    (0.01)       0.01      (0.01)
Average Number of Common
 Shares Outstanding
Basic                             14,669,583  10,241,333  14,262,916   9,449,667
Diluted                           14,669,583  10,241,333  14,262,916   9,449,667

















<PAGE> 5

                       PACIFIC CART SERVICES LTD.
                         (A Nevada Corporation)
                      (A Development Stage Company)
                Statement of Retained Earnings (Deficit)
                            (In U.S. Dollars)
                               (Unaudited)
               Cumulative
               From Date of
               Inception     Six Months Ended          Three Months Ended
               on 08/27/98   June 30,                  June 30,
               to 06/30/00   2000          1999        2000          1999

Balance, beginning
 of period     $         --  $   (266,467) $  (46,783) $   (975,436) $ (113,915)
Net Loss for
 the Period      (1,048,064)     (781,597)   (107,423)      (72,628)    (40,291)
               ------------  ------------  ----------  ------------  ----------
Retained Earnings
 (Deficit)     $ (1,048,064) $ (1,048,064) $ (154,206) $ (1,048,064) $ (154,206)
               ============  ============  ==========  ============  ==========








































       See Accompanying Notes and Independent Accountants' Report

<PAGE> 6

                       PACIFIC CART SERVICES LTD.
                         (A Nevada Corporation)
                      (A Development Stage Company)
                         Statement of Cash Flows
                            (In U.S. Dollars)
                               (Unaudited)

                              Six Months Ended    Three Months Ended
                                   June 30,             June 30,
                                2000       1999    2000        1999

Cash Provided by (Used for)
Operating Activities
Loss for the period         $ (781,597) $ (107,423)$  (72,628)$  (40,291)
Shares issued for consulting
 services                      609,220      10,000        --     117,000
Changes in non-cash working
 capital items
Advances for expenses              803         --       4,602        --
Accounts payable                   454        (685)       427         65
Unpaid management fees         106,330         --      56,330        --
Loan receivable               (103,664)    (26,000)   (22,609)   (26,000)
Depreciation                     2,736       1,906      1,368      1,631
Deferred compensation expenses  28,666      28,666     14,333   (102,667)
                              (137,052)    (93,536)   (18,177)   (50,262)
                            ----------  ---------- ---------- ----------
Investing Activities
Short term investment              --      (15,000)       --     (15,000)
Purchase of equipment              --      (22,512)       --      (7,000)
                            ----------  ---------- ---------- ----------
                                   --      (37,512)       --     (22,000)
                            ----------  ---------- ---------- ----------
Financing Activities
Capital stock subscribed
 for cash                          780      63,000        --       3,000
Notes payable                  107,514         --         --
Due to related parties             --        4,982        --         907
                            ----------  ---------- ---------- ----------
                               108,294      67,982        --       3,907
                            ----------  ---------- ---------- ----------
Increase (Decrease) in Cash
During the Period              (28,758)    (63,066)   (18,177)   (68,355)
Cash, Beginning of the Period   44,014     105,553     33,433    110,842
                            ----------  ---------- ---------- ----------
Cash, End of the Period     $   15,256  $   42,487 $   15,256 $   42,487
                            ==========  ========== ========== ==========










       See Accompanying Notes and Independent Accountants' Report

<PAGE> 7
                       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 June 30, 2000
                            (In U.S. Dollars)
                               (Unaudited)

                              Price     Number of                Additional
                              Per       Common         par       Paid-in
                              Share     Shares         Value     Capital
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 - shares
          to be issued        $ 0.04     3,000,000       3,000     117,000
Deferred compensation
Dec 3, 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 for six months ended
 June 30, 2000
Deferred compensation amortization
                                        ----------     -------   ---------
                                        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
                                        ----------     -------   ---------
Balance, June 30, 2000                  15,076,250      15,076   1,817,325
                                        ==========     =======   =========

<PAGE> 8
                       PACIFIC CART SERVICES LTD.
                         (A Nevada Corporation)
                      (A Development Stage Company)
               Statement of Shareholders' Equity (Cont'd)
For the Period From Date of Inception on August 27, 1998 to June 30, 2000
                            (In U.S. Dollars)
                               (Unaudited)

                                             Total     Retained  Total
                              Deferred       Capital   Earnings  Shareholders'
                              Compensation   Stock     (Deficit) Equity

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                 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                     12,250                 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 - shares
          to be issued            (117,000)        3,000                  3,000
Deferred compensation               (2,500)       (2,500)                (2,500)
Dec 3, 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 for six months
 ended June 30, 2000                                        (781,597)  (781,597)
Deferred compensation amortization  28,666                    28,666     28,666
                                  --------   -----------  ---------- ----------
                                  (318,502)      305,399  (1,048,064)  (742,665)
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
                                  --------   -----------  ---------- ----------
Balance, June 30, 2000            (318,502)    1,513,899  (1,048,064)   465,835
                                  ========   ===========  ========== ==========
See Accompanying Notes and Independent Accountants' Report

<PAGE> 9
                     PACIFIC CART SERVICES LTD.
                       (A NEVADA CORPORATION)
                   (A DEVELOPMENT STAGE COMPANY)
                 Notes to the Financial Statements
                           June 30, 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 ass 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.















<PAGE> 10
                    PACIFIC CART SERVICES LTD.
                       (A NEVADA CORPORATION)
                   (A DEVELOPMENT STAGE COMPANY)
                 Notes to the Financial Statements
                           June 30, 2000
                         (in U.S. Dollars)

Note 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

     e)   Fixed Assets / Depreciation
          The company depreciates its equipment at 20% per annum on a
          straight-line basis.

                                               June 30,

                                        2000            1999

               Cost                     $24,662        $22,512
               Accumulated Depreciation   7,296          1,906
                                        -------        -------
                                        $17,366        $20,606
                                        =======        =======

     f)   Consolidation
          The Company has a Canadian wholly-owned subsidiary, Gretna
          Capital Corporation ("GRETNA"), which is inactive and has
          no assets.  The intention is to utilize Gretna for closing
          of the acquisition of the business of Mister Tube Steak
          Canada Inc. When Gretna is activated the Company will
          prepare and disclose consolidated financial statements.

Note 3    RELATED PARTY TRANSACTIONS:

     a)   Management fees
          Management fees of $125,000 have been incurred by the
          Company in 2000 (1999 - $23,000).

     b)   Expenses paid by directors
          Expenses incurred by directors on behalf of the Company
          comprised of travel and related costs of $10,103.

     c)   Agreement with Mister Tube Steak Canada Inc. (see Note 5)
          James Oste is President, Director and a shareholder of
          Mister Tube Steak Canada Inc.

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









<PAGE> 11

                    PACIFIC CART SERVICES LTD.
                       (A NEVADA CORPORATION)
                   (A DEVELOPMENT STAGE COMPANY)
                 Notes to the Financial Statements
                           June 30, 2000
                         (in U.S. Dollars)

Note 3    RELATED PARTY TRANSACTIONS (cont.)

     e)   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 $106,330 at June 30, 2000 are
          payable to the following persons:

                    Robert Kinloch           $    56,330
                    James Oste                    50,000
                                             -----------
                                             $   106,330
                                             ===========
Note 4    INCOME TAXES

     The Company has losses that total $1,048,064 for income tax
     purposes that may be carried forward to be applied against
     future taxable income.  The benefit of a potential reduction in
     future income taxes has not been recorded as an asset at June
     30, 2000 as it is reduced by a valuation allowance.

Note 5    AGREEMENTS WITH MISTER TUBE STEAK CANADA INC.

     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.
          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.






<PAGE> 12
                    PACIFIC CART SERVICES LTD.
                       (A NEVADA CORPORATION)
                   (A DEVELOPMENT STAGE COMPANY)
                 Notes to the Financial Statements
                           June 30, 2000
                         (in U.S. Dollars)

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

          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.
          If the transaction is completed then Gretna will be
          activated.

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




<PAGE> 13

                    PACIFIC CART SERVICES LTD.
                       (A NEVADA CORPORATION)
                   (A DEVELOPMENT STAGE COMPANY)
                 Notes to the Financial Statements
                           June 30, 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
                                                  Expense
                                       Deferred   Six Months
                              Total     Portion   Ended June 30
                          Compensation  6/30/00   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 $  67,000 $  9,000  $  9,000
(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   133,000   19,000    19,000
(c)  250,000 common shares
issued for consulting services
to David Glass at a price of
$0.05 per share                2,500     1,502      666       666
(d) 3,000,000 common shares
exercised on stock options
(Note 13)                    117,000   117,000      ---       ---
                           --------- --------- --------  --------
                           $ 419,500 $ 318,502 $ 28,666  $ 28,666
                           ========= ========= ========  ========

Note 8    PENSION AND EMPLOYMENT LIABILITIES

     The Company does not have any liabilities as at June 30, 2000
     for pension, post-employment benefits or postretirement
     benefits.  The Company does not have a pension plan.








<PAGE> 14

                    PACIFIC CART SERVICES LTD.
                       (A NEVADA CORPORATION)
                   (A DEVELOPMENT STAGE COMPANY)
                 Notes to the Financial Statements
                           June 30, 2000
                         (in U.S. Dollars)


Note 9    FINANCIAL INSTRUMENTS

     The Company's financial instruments consist of cash, loan
     receivable, advances for expenses, accounts payable, management
     fees 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.

Note 10   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) was advanced during the current quarter
     for a total of $103,661 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.

Note 11   CONSULTING AGREEMENT - ALAN BERKUN

     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 for the current period. (see
     subsequent Note 15(a))














<PAGE> 15

                    PACIFIC CART SERVICES LTD.
                       (A NEVADA CORPORATION)
                   (A DEVELOPMENT STAGE COMPANY)
                 Notes to the Financial Statements
                           June 30, 2000
                         (in U.S. Dollars)
Note 12  NOTES PAYABLE

     The company has the following promissory notes payable as at June
     30, 2000 with interest at 9% per annum.

                                                  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
                                   ========

     The interest is to be incurred when the notes payable and interest
     are paid on the due date.  The note holders have agreed to extend
     the due dates and the extensions are yet to be formalized. (see
     Note 15(b))

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, 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 second quarter PCS was still negotiating
     with interested parties to secure the necessary bridge loan.

Note 14    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.





<PAGE> 16
                    PACIFIC CART SERVICES LTD.
                       (A NEVADA CORPORATION)
                   (A DEVELOPMENT STAGE COMPANY)
                 Notes to the Financial Statements
                           June 30, 2000
                         (in U.S. Dollars)

Note 14   CAPITAL STOCK (cont'd)

     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 June 30, 2000                15,076,250 common shares
                                             ==========
Note 15   SUBSEQUENT EVENTS

     a)   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.

     b)   The Company is negotiating with note holders that have agreed
          to extend the due dates.

Note 16   STOCK OPTION PLANS

     The Company has the following stock option plans:

     a)   Qualified Plan
     The plan is for 8,000,000 shares.
     The outstanding option granted to June 30, 2000 are as follows:
                                                  Final
                    Number         Exercise       Exercise
     Optionee       of Share       Price          Date

     James Oste     1,500,000      par value      December 31, 2000
     Robert Kinloch 1,500,000      par value      December 31, 2000
     Robert Kinloch 3,000,000      $  0.07        December 31, 2003
     James Oste       500,000      $  0.07        December 31, 2003
                    ---------
                    6,500,000
                    =========

b)   Non-Qualified Plan
     The plan is for 4,000,000 shares.
     There are no outstanding options granted for this plan as at June
     30, 2000.




<PAGE> 17

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION.

Results Of Operation

     No revenue was recorded in the company for the 6 month period
ended June 30, 2000.

     The company intends to continue its efforts to close the
previously disclosed asset purchase from Mr. Tube Steak Canada. We are
satisfied that no material change in value has visited the assets that
are the subject of our purchase agreement. Accordingly, we will
continue to hold the shares issued as consideration in trust pending
receipt of clear title to the asset package. Closing of this previously
announced transaction would give the company an immediate revenue
source however no assurance can be given of closure under the existing
terms.

     The company has losses that total $1,048,064.00 for income tax
purposes that may be carried forward to be applied against future
taxable income. The loss is largely attributable to consulting and
management expenses incurred during the 6 months ending June 30, 2000.
It is reasonable to expect the company's loss position to widen in the
short term, absent new revenue and ongoing expenses.

     The company retains its investment in United Keno Hill Mines Ltd.
(UKH).  The investment takes the form of a loan convertible into the
common stock of UKH mining company listed on the Toronto Stock
Exchange. United Keno has until August 25, 2000 to disclose the results
of its financing efforts by calling a meeting of its creditors and
implementing its plan of arrangement.

     The company intends to withhold any decisions relating to
conversion until it has received a full disclosure of the results of
United Keno's financing efforts.

Liquidity And Capital Resources

     The company is depleting its limited cash resources. How it goes
about raising new capital is largely dependent on the success of its
existing investments.

     Monetizing the company's convertible loan or commencement of
revenue generation through the closure of existing contracts is in tge
company's opinion preferable to further equity dilution at this time.

     Whatever form of liquidity is achieved or sought the company does
not at present have the capital to operate for the next 12 month.
Efforts to attract debt and equity financing that are acceptable to the
company are ongoing. If the company is unable to attract further
financing it may be required to curtail or cease operations.







<PAGE> 18

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 21th day of August, 2000.


                              PACIFIC CART SERVICES LTD.



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