SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

               Quarterly Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                 For the quarterly period ended: March 31, 2000


                               GS TELECOM LIMITED
                               ------------------
             (Exact name of registrant as specified in its charter)




     Colorado                     0-13313                    36-3296861
-------------                     -------                    ----------
(State or other                   (Commission                IRS Employer
jurisdiction of                   File Number)               Identification No.)
incorporation)


             Enterprise House, Ocean Village, Southampton, SO14 3XD,
                         United Kingdom of Great Britain
                         -------------------------------
               (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code  44 870 710 6390
                                                    ---------------



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 the  filing
requirements for at least the past 90 days.

                                 Yes  X        No   ____


Number of outstanding shares of the registrant's no par value common stock as of
March 31, 2000: 49,723,414


<PAGE>

PART I - FINANCIAL STATEMENTS

<TABLE>
<CAPTION>


GS TELECOM LTD
CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                                       MARCH 31,             JUNE 30,
                                                                                          2000                 1999
                                                                                    -----------------    -----------------
                                                                                      (Unaudited)
<S>                                                                                       <C>                  <C>
ASSETS

CURRENT ASSETS

    Cash                                                                                     $22,998                  $51
    Cash held in escrow                                                                      422,349                    -
    Accounts receivable                                                                            -                3,833
    Prepaid and other current assets                                                         161,558               20,029
                                                                                    -----------------    -----------------

        Total current assets                                                                 606,905               23,913

PROPERTY AND EQUIPMENT, net of accumulated                                                     5,094                1,191
    depreciation of $2,290 and $1,191, respectively

LICENSE, net of accumulated amortization of $21,542 and nil, respectively                    213,458               60,000
                                                                                    -----------------    -----------------

            TOTAL                                                                           $825,457              $85,104
                                                                                    =================    =================

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
    Convertible and demand notes payable                                                    $588,900             $588,900
    Loans from shareholders                                                                  235,972              163,642
    Payable to affiliates and related parties                                                      -              281,416
    Accounts payable                                                                          39,935              581,227
    Accrued expenses                                                                         105,248              254,507
    Accrued salaries and wages                                                                82,220              130,797
    Accrued interest payable                                                                 119,942               72,947
    Bank overdraft                                                                                 -                1,387
                                                                                    -----------------    -----------------
         Total current liabilities                                                         1,172,217            2,074,823

STOCKHOLDERS' EQUITY (DEFICIT)
    Common stock, no par value; 100 million shares                                         2,865,155            1,380,357
       authorized: 49,723,414 and 60,056,414 shares
       issued and outstanding, respectively
    Accumulated deficit                                                                   (3,211,915)          (3,390,634)
    Accumulated other comprehensive income                                                         -               20,558
                                                                                    -----------------    -----------------
         Total stockholders' (deficit)                                                      (346,760)          (1,989,719)
                                                                                    -----------------    -----------------

            TOTAL                                                                           $825,457              $85,104
                                                                                    =================    =================


</TABLE>


See Accompanying Notes

<PAGE>

<TABLE>
<CAPTION>

GS TELECOM LTD

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

                                                                       Three months ended                  Nine months ended
                                                                             March 31,                          March 31,
                                                                     2000              1999             2000              1999
                                                                -------------      -----------      -----------         -------
<S>                                                                 <C>               <C>              <C>               <C>

General and administrative expense                                   $ 287,671         $ 141,517        $ 662,469         $ 275,422
Interest expense                                                        21,821                 -           66,928                 -
                                                                     ----------        ----------       ----------        ----------
     Loss from continuing operations                                  (399,706)         (141,517)        (729,397)         (275,422)

INCOME FROM DISCONTINUED OPERATIONS                                          -                 -          908,116                 -
                                                                     ----------        ----------       ----------        ----------
NET INCOME (LOSS)                                                    ($309,492)        ($141,517)        $178,719         ($275,422)
                                                                     ==========        ==========       ==========        ==========

BASIC AND DILUTIVE NET INCOME (LOSS) PER SHARE:
   FROM CONTINUING OPERATIONS                                           ($0.01)           ($0.01)          ($0.02)           ($0.02)
   FROM DISCONTINUED OPERATIONS                                          $0.00             $0.00            $0.02             $0.00
                                                                     ----------        ----------       ----------        ----------
BASIC AND DILUTED LOSS PER SHARE                                        ($0.01)           ($0.01)           $0.00            ($0.02)
                                                                     ==========        ==========       ==========        ==========

WEIGHTED AVERAGE SHARES OUTSTANDING                                 45,376,535        16,854,234       47,444,871        16,866,706
                                                                     ==========        ==========       ==========        ==========

</TABLE>

See Accompanying Notes

<PAGE>

<TABLE>
<CAPTION>

GS TELECOM LTD
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

                                                                                Nine months ended

                                                                                     March 31,
                                                                             2000               1999
                                                                             ----               ----
<S>                                                                            <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                              $178,719          ($275,422)
Adjustments to reconcile net income (loss) to net
   cash provided by operating
   activities:

     Common stock issued for services                                           179,018             20,500
     Depreciation                                                                 1,099                881
     Amortization                                                                21,542                  -
     Effect of foreign currency transactions                                    (20,558)            (4,565)
Changes in operating assets and liabilities:

     Cash held in escrow                                                       (422,349)                 -
     Receivables                                                                  3,833             (3,391)
     Inventories                                                                      -            (26,902)
     Prepaid and other current assets                                           (15,529)            (2,216)
     Accounts payable                                                          (541,292)           (40,193)
     Accrued expenses                                                          (149,259)                 -
     Accrued salaries and wages                                                 (48,577)                 -
     Accrued interest payable                                                    46,995             50,055
     Bank overdraft                                                              (1,387)                 -
     Other                                                                            -                857
          Net cash flows provided by (used in) operating activities            (767,745)          (280,396)
                                                                               ---------          ---------
CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property and equipment                                         (5,002)            (2,381)
     Purchases of intangibles                                                         -               (188)
          Net cash flows used in investing activities                            (5,002)            (2,569)
                                                                               ---------          ---------
CASH FLOWS FROM FINANCING ACTIVITIES
     Cash of subsidiary at date of acquisition                                        -             36,173
     Proceeds from shareholder loans                                            247,330                  -
     Cash proceeds from issuance of common stock                                829,780            243,000
     Payments to affiliates and related parties                                (281,416)                 -
     Advances from affiliates and related parties                                     -             10,296
                                                                               ---------          ---------
          Net cash flows (used in) provided by financing activities             795,694            289,469
                                                                               ---------          ---------
NET INCREASE (DECREASE) IN CASH                                                  22,947              6,504
CASH AT BEGINNING OF PERIOD                                                          51             (1,378)
                                                                               ---------          ---------
CASH AT PERIOD END OF PERIOD                                                    $22,998             $5,126
                                                                               =========          =========

</TABLE>
 See Accompanying Notes

SUPPLEMENTAL CASH FLOW INFORMATION:

During the period  the  Company  issued  350,000  shares of common  stock with a
carrying value of $175,000 for the repayment of a shareholder loan.

During the period the Company  issued  3,500,000  shares of common  stock with a
carrying value of $175,000 for the purchase of a license.

During the period  the  Company  issued  240,000  shares of common  stock with a
carrying value of $120,000 for consulting  services to be expensed over the term
of the contract.

During the period the Company  issued  3,123,000  shares of common  stock with a
carrying value of $37,788 for  consulting  services to be expensed over the term
of the contract.


<PAGE>


         GS Telecom Limited - Notes to Financial Statements - March 31, 2000

         Note A - Organization and Business
         Organization and Nature of Business
         -----------------------------------
         GS Telecom  Limited (the  "Company")  was  incorporated  in Colorado on
         December    19,    1983.    The   Company   is   engaged   in   seeking
         internet/electronic  commerce  business  and  acquiring  the  necessary
         services and skills of management

         The accompanying  unaudited condensed consolidated financial statements
         have been prepared in accordance  with the  instructions to Form 10-QSB
         and do  not  include  all of the  information  and  notes  required  by
         generally  accepted   accounting   principles  for  complete  financial
         statements.  In the opinion of  management,  all material  adjustments,
         consisting of only normal recurring  adjustments  considered  necessary
         for a fair presentation, have been included. These statements should be
         read in  conjunction  with the financial  statements  and notes thereto
         included in the Company's Form 10-KSB for the year ended June 30, 1999.

         The results of operations for the nine months ended March 31, 2000, are
         not necessarily  indicative of  the results for  the  remainder of  the
         fiscal year ending June 30, 2000.

         Discontinued Operations
         -----------------------

         On November  17, 1999 the  Company  sold,  to  Meronvine  Limited,  its
         interest in GST Limited  ("GST")  including  its two U.K.  wholly owned
         subsidiaries:  Guardian Smart Systems  Limited ("GSS") and Total Energy
         Controls  (Commercial)  Limited ("TECC") and its interest in Associated
         Power Industries Limited ("API").

         Consideration paid by Meronvine for the subsidiaries  was assumption of
         outstanding debts which previously had been carried in the consolidated
         financials.  Accordingly, the Company realized income from discontinued
         operations of approximately $908,000.

         License Agreement for use of ATTM card
         --------------------------------------

         On October 15, 1999 the Company signed a license with World  Innovation
         Netcomm  Services Inc. (WINS),  to use their Asset Transfer  Teleminute
         Manager (ATTM) technology.

         The license agreed is an exclusive  license for Europe and a world-wide
         license  for  e-commerce  applications.  The license is for 5 years and
         renewable  annually.  During fiscal 1999, the Company paid a deposit of
         $60,000 to secure the license. In addition, the agreement calls for the
         issuance of 3.5 million subsequently  registered shares of common stock
         to the licensor. The shares were issued in November 1999.


<PAGE>


         GS Telecom Limited - Notes to Financial Statements - March 31, 2000

         The  estimated  cost of the ATTM  license  as stated  in the  financial
         statements is made up as follows:

         3.5 mil. shares priced at $0.05 per share
                            at October 15, 1999                         $175,000
         Deposit Paid                                                  $  60,000
                                                                  --------------
                                     Total Cost                         $235,000
         Less accumulated amortization to March 31, 2000               $  21,542
                                                                 ---------------
         Cost of ATTM License less amortization to date                 $213,458
                                                                       =========
         Note B - Stockholder Loans

         During the period up to  March 31, 2000, three  stockholders had loaned
         the Company a total of $410,972 with interest  accrued at 9% per annum.
         The loans are unsecured and payable on demand.

         Note C - Stockholders' Equity

         Stock Issued for Cash
         ---------------------

          During the nine months  ended March 31,  2000,  a sum of $829,780  was
          raised by issuing stock for cash at prices up to 50 cents. Of the cash
          raised, $400,000 was placed with WINS as a refundable deposit to allow
          activation of GS Telecom ATTM cards.

         Stock Issued to Advisors
         ------------------------

          During the quarter  ended March 31, 2000,  the Board agreed to issue 2
          million shares to Argonaut  Associates as part of an agreement whereby
          Argonaut  Associates  provided financial services to the Company.  Mr.
          John  Mitchell,  a member of Argonaut  Associates,  was elected to the
          Board as Finance Director.  Argonaut Associates subsequently agreed to
          take all fees in the form of stock,  which results in a pre-payment to
          Argonaut Associates of $100,000 at March 31, 2000.

          The  Board  agreed  to issue 1  million  shares  to  Marketing  and PR
          consultants as part of their agreement.  Stock issued for services are
          valued at 20% of the average share price during the period.

          There was an error in the first quarter  filing  showing 2.365 million
          stock being issued to certain  financial  advisors which was corrected
          in the  second  quarter  filing.  These  stocks  were  never  actually
          authorized  or  issued  so are no  longer  shown  in the  consolidated
          statement of changes in Stockholders' Equity.

          Three  shareholders  with loans to the Company agreed to take stock at
          50 cents as partial  payment of their loans  reducing the  outstanding
          loans by $175,000.


<PAGE>


         GS Telecom Limited - Notes to Financial Statements - March 31, 2000

         Note D - Contingencies

         Contingencies
         -------------

         On April 19, 1999, the United States Securities and Exchange Commission
         issued a formal private  investigation as to whether the Company issued
         securities in violation of registration  requirements  and issued press
         releases  containing  materially false  information.  Presently,  it is
         uncertain  whether  any  action  will be filed,  the  grounds  for said
         action,  or the  potential  consequences  thereof.  In the  event  of a
         successfully  prosecuted SEC action, the Company could suffer civil and
         criminal  sanctions  and  substantial  fines as well as other  remedies
         including  injunctive  action against  further  violation of securities
         laws and rules.

         During fiscal 1999, prior to the installation of the Company's  present
         management,  certain certificates  purported to represent shares of the
         Company's  stock  were  invalidly  distributed  by third  parties.  The
         Company is presently  considering  legal action against the individuals
         responsible for the distribution.


<PAGE>


ITEM 2.

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

Results of Operations  for the Three Month Period Ended March 31, 2000 Compared
--------------------------------------------------------------------------------
to Same Period Ended March 31, 1999
--------------------------------------

     As a result of the  discontinuance  of  trading  operations  in the UK, the
Company had no sales revenues and no gross profits.  The Company had no business
operations at March 31, 2000 but intended to continue its  investment  agreement
regarding ATTM  technology  and licensing for which it signed an agreement.  For
the same period in 1999, the net sales were $0.

     In the quarter  ended March 31,  2000,  the  Company  incurred  general and
administrative expenses of $287,670 and $21,821  in interest expense,  resulting
in an operating  loss of  ($309,499).  For the same period in 1999,  the Company
incurred  $141,517 of general  and  administrative  costs  which  resulted in an
operating loss of ($141,517).

Results of Operations for the Nine Month Period Ended March 31, 2000 Compared to
--------------------------------------------------------------------------------
Same Period Ended March 31, 2000
--------------------------------

     As a result of the  discontinuance  of  trading  operations in the UK,  the
Company had no sales revenues and no gross profits. For the same period in 1999,
the net sales were $0.

     In the nine months ended March 31, 2000, the Company  incurred  general and
administrative  expenses of $662,466 and interest expense of $66,928,  resulting
in an operating  loss of  ($729,402).  For the same period in 1999,  the Company
incurred  $275,422  of  such  costs  which  resulted  in an  operating  loss  of
($275,422).

         The Company had an  extraordinary  gain of $908,116 from relief of debt
resulting  from  the sale of its  discontinued  operations  and  $.02 per  share
extraordinary gain.

         The  Company had $.01 per share gain in the nine month  period from the
extraordinary  gain compared to a loss of ($.01) per share in the same period in
1999.

Liquidity and Capital Resources
-------------------------------

         At period end,  the  Company  had $22,998  cash capital and current and
total assets of $825,457.  The Company had $1,172,214 in current  liabilities at
period end. In light of the deficit,  ($346,757) in current assets and operating
capital, the Company will be forced to either borrow  or make private placements
of  stock or debt in order to fund  and any  operations  an debt  repayment.  No
assurance exists as to the ability to make private placements of stock or borrow
funds.

<PAGE>

PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings -

         (a)  The   Company  is  a   defendant   in  a  lawsuit   entitled   GST
Telecommunications,  Inc.  and GST Telecom,  Inc. vs. GS Telecom,  LTD, in which
plaintiffs  sought an  Injunction  and damages for trademark  infringement.  The
Company consented to judgment and agreed to use a disclaimer:  "GS Telecom,  LTD
is not affiliated in any way with GST  Telecommunications,  Inc. or GST Telecom,
Inc." in press releases, advertising, or promotion materials. The Company agreed
to change  its name  within  four  months  after  judgment.  The  Court  entered
Judgement April 22, 1999. The Plaintiffs  have since sought a Contempt  Citation
against the Company,  set for December 17, 1999,  for failing to comply with the
Court Order.  The Court denied the Petition.  The Company  intends to attempt to
change its name as soon as a Section 14c Proxy Statement is filed,  cleared, and
mailed to  shareholders  of the Company.  Legal processes have taken longer than
anticipated, but the issue is close to finalization.

         (b) The  Company has been  notified  that it is the subject of a Formal
Investigation  by the  Securities  &  Exchange  Commission  relating  to matters
occurring  from January 1999 to date. No prediction can be made of any result or
outcome. An adverse decision or result of the investigation could be material to
the Company and could result in civil and  criminal  penalties,  sanctions,  and
fines.

Item 2.  Changes in securities - None.

Item 3.     Senior Securities

Notes Payable

8% convertible notes issued November 20, 1997
due September 30, 2000                                                $376,500

9% Unsecured Notes payable on demand issued on
February 19, 1998 and March 31, 1998                                  $212,400

                                                     Total:           $588,900
                                                                      --------

         As a  result  of a  dispute,  neither  interest  nor  capital  payments
required  under the  terms of the Notes  have  been  made  which  resulted  in a
technical  default.  As a result of an agreement,  in December 1998, between the
Noteholders and the Company,  the default  situation was waived until June 1999.
The notes are in default at the date of this report.

Terms of Conversion

         The  convertible  Noteholders  have the option to convert the  original
principal  amount of the notes  ($376,500)  into common stock at the lower of $2
per share or 75% of the average  closing bid price of the stock for trading five


<PAGE>


days prior exercise.  Notwithstanding the foregoing, if, after the effectiveness
of a registration  statement or if an exemption is available from  registration,
the  closing  bid  price of the  common  stock  reaches  $4 per  share  for five
consecutive trading days, the Company has the option to require conversion of up
to 50% of the original principal, and if the closing price reaches $8 per share,
the  Company  has  the  option  of  requiring  conversion  of all  the  original
principal.  The holders have  notified the Company of their  election to convert
the notes to stock in February 2000.

Subsequent  to March 31,  2000,  the note holders have agreed to convert part of
their loan notes amounting to $167,000.

Item 4.  Submission of matters to a vote of security holders - None.

Item 5. Other  information - Subsequent  to March 31, 2000,  the Board agreed to
modify the  Agreement  with  MassTech concerning  the  acquisition of a minority
interest in certain companies.  As a result of this modification,  approximately
15 million shares will be rescinded  bringing the total outstanding  shares down
to approximately 35 million.

The Company made a  refundable $25,520  investment in a software  system to link
ATTM cards to live  internet  conferences.  This sum is refundable if the system
proves uncommercial as determined by Xethos.

Item 6.  Exhibits and Reports on Form 8 - K

         a.  The following are filed  as Exhibits to this Quarterly Report.  The
numbers refer to the Exhibit Table of item 601 of regulation S-K:  None

         b.  Reports on  Form 8-K filed  during the three months ended March 31,
2000 (incorporated by reference):  March 3, 2000


<PAGE>


                                   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 thereunto duly authorized.


Dated:  May 25, 2000

                                           GS TELECOM LIMITED

                                           /s/ C.P. Gervaise-Brasier
                                           --------------------------
                                           C.P. Gervaise-Brasier
                                           President and CEO

GS Telecom LTD is not affiliated in any way with GST Telecommunications, Inc. or
GST Telecom, Inc.