SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10QSB


                  Quarterly Report under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



For Quarter Ended                                    Commission File Number
September 30, 1999                                                0-13313


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


Colorado                                             36-3296861
--------                                            --------------------
(State of incorporation)                            (I.R.S. Employer
                                                     Identification No.)

         First Floor Southbank House, Black Prince Road, London SE1 7SJ
      --------------------------------------------------------------------
             (Address of principal executive offices) (Postal Code)


Registrant's telephone number, including area code:  44-1481 252 701
                                                     ---------------

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 September 30, 1999: 63,168,914.


<PAGE>

ITEM I.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>


GS TELECOM LIMITED
CONDENSED CONSOLIDATED BALANCE SHEET
                                                                                             SEPTEMBER 30,        JUNE 30,
                                                                                                   1999               1999
                                                                                        ----------------   ----------------
                                                                                             (Unaudited)
ASSETS
<S>                                                                                     <C>                  <C>
CURRENT ASSETS
     Cash                                                                                   $ 1,603              $ 5103
     Accounts receivable                                                                      3,768               3,833
     Prepaid and other current assets                                                        20,263              20,029
                                                                                            -------              ------
        Total current assets                                                                 25,634              23,913
                                                                                            -------              ------

PROPERTY AND EQUIPMENT, net of accumulated depreciation
     of $1,488                                                                                  894               1,191
        ------                                                                                 ----               -----

DEPOSIT                                                                                      60,000              60,000
                                                                                            -------              ------

        Total assets                                                                       $ 86,528            $ 85,104
                                                                                          =========            ========


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
     Convertible and demand notes payable                                                $ 588,900            $ 588,900
     Loans from shareholders                                                               401,930              163,642
     Accounts payable                                                                      564,157              581,227
     Payable to affiliates and related parties                                             276,697              281,416
     Accrued expenses                                                                      233,818              254,507
     Accrued salaries and wages                                                             53,294              130,797
     Accrued interest payable                                                               85,529               72,947
     Bank overdraft                                                                          1,364                1,387
                                                                                        ----------          -----------
        Total current liabilities                                                        2,205,689            2,074,823
                                                                                        ----------          -----------

STOCKHOLDERS' EQUITY (DEFICIT)
     Common stock, no par value; 100 million shares authorized:
        63,168,914 and 60,056,414 shares issued and outstanding, respectively            1,901,102            1,380,357
     Accumulated deficit                                                                (4,055,703)          (3,390,634)
     Foreign currency translation adjustments                                               35,440               20,558
                                                                                           -------               ------
        Total stockholders' (deficit)                                                   (2,119,161)          (1,989,719)
                                                                                       -----------          -----------

        Total liabilities and stockholders' equity (deficit)                              $ 86,528             $ 85,104
                                                                                         =========             ========

</TABLE>

                            See accompanying notes.

                                      F-1

<PAGE>

<TABLE>
<CAPTION>


GS TELECOM LIMITED
CONSOLIDATED STATEMENT OF OPERATIONS
                                                                                                Three Months Ended
                                                                                                  September 30,
                                                                                        -----------------------------------
                                                                                        ----------------   ----------------
                                                                                                   1999               1998
                                                                                        ----------------   ----------------
<S>                                                                                          <C>                <C>
COMPENSATION, GENERAL AND ADMINISTRATIVE EXPENSE                                              $ 641,587           $ 68,690
INTEREST EXPENSE                                                                                 23,482             12,583
                                                                                                -------             ------

        Loss from continuing operations                                                         665,069             81,273
                                                                                               --------             ------

NET INCOME (LOSS)                                                                            $ (665,069)         $ (81,273)
                                                                                             ===========         ==========



BASIC AND DILUTIVE NET INCOME (LOSS) PER SHARE                                                 $ (0.011)          $ (0.005)
                                                                                               =========          =========


WEIGHTED AVERAGE SHARES OUTSTANDING                                                          61,327,936         16,828,414
                                                                                             ===========        ==========

</TABLE>


                            See accompanying notes.

                                      F-2


<PAGE>

<TABLE>
<CAPTION>


GS TELECOM LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                                                Three Months Ended
                                                                                                  September 30,
                                                                                        -----------------------------------
                                                                                        ----------------   ----------------
                                                                                                   1999               1998
                                                                                        ----------------   ----------------
<S>                                                                                          <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                                                       $ (665,069)         $ (81,273)
     Adjprovided by operating activities (loss) to net cash
            Common stock issued for services                                                    490,068                  -
            Depreciation and amortization                                                           297                  -
            Changes in operating assets and liabilities:
               Receivables                                                                           65                  -
               Prepaid and other current assets                                                    (234)                 -
               Accounts payable                                                                 (17,070)            27,848
               Accrued liabilities                                                              (85,610)            12,583
               Bank overdraft                                                                       (23)                 -
                                                                                                    ----                 -
        Net cash flows from (used for) operating activities                                    (277,576)           (40,842)
                                                                                               ---------           --------

CASH FLOWS FROM FINANCING ACTIVITIES
     Shareholder loans                                                                          238,288                  -
     Issuance of common stock                                                                    30,677                  -
     Advances from (repaid to) affiliates and related parties                                    (4,719)            40,842
     Issuance of convertible and other notes payable                                                  -                  -
                                                                                                     --                  -
        Net cash flows (used for) from financing activities                                     264,246             40,842
                                                                                                --------            ------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                          14,882                  -
                                                                                                 -------                 -

NET INCREASE (DECREASE) IN CASH                                                                   1,552                  -

CASH AT BEGINNING OF PERIOD                                                                          51                  -
                                                                                                 ------            -------

CASH AT PERIOD END OF PERIOD                                                                    $ 1,603                $ -
                                                                                                ========           =======
</TABLE>


                            See accompanying notes.

                                      F-3


<PAGE>

<TABLE>
<CAPTION>


GS TELECOM LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited)

                                                                              Common Stock                     Accumulated
                                                                 -------------------------------------
                                                                 -------------------------------------
                                                                      Shares             Amount                    Deficit
                                                                 ------------------ ------------------  -------------------
<S>                                                                     <C>               <C>                 <C>
Balances at June 30, 1999                                               60,056,414        $ 1,380,357         $ (3,390,634)

     Stock issued to financial advisors for services
          ($.187 per share)                                              2,365,000            442,255                    -

     Stock earned by directors for services
          ($.085 per share)                                                562,500             47,813                    -

     Stock issued for cash ($.166 per share)                               185,000             30,677                    -

     Net (loss)                                                                 -                  -              (665,069)
                                                                        ----------           --------             ---------

Balances at September 30, 1999                                          63,168,914        $ 1,901,102          $ (4,055,703)
                                                                       ===========       ============         =============

</TABLE>


                            See accompanying notes.

                                      F-4


<PAGE>

                               GS TELECOM LIMITED
                         Notes to Financial Statements

Note A - Organization and 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  financial  statements  include  the  accounts of the Company and its wholly
owned  subsidiaries:  GST Limited (Isle of Man), Guardian Smart Systems Limited,
and Total Energy Controls  Limited.  All intercompany  transactions and balances
have been eliminated.

The results of operations for the three months ended September 30, 1999, are not
necessarily  indicative  of the  results  for the  remainder  of the fiscal year
ending June 30, 2000.

Note B - Basic Earnings (Loss) Per Share

Basic earnings  (loss) per share of common stock are computed using the weighted
average number of shares  outstanding  during each period.  Diluted earnings per
share  are  computed  on the  basis  of the  average  number  of  common  shares
outstanding plus the dilutive effect of convertible notes payable.


                                      F-5

<PAGE>


GS TELECOM LIMITED
Notes to Financial Statements

Note C - Loans from Stockholders

During the quarter  ended  September  30, 1999,  three  stockholders  loaned the
Company a total of $238,289  (requiring interest at 9% per annum). The loans are
unsecured and payable on demand.

Note D - Stockholders' Equity

Stock Issued Financial Advisors for Services
--------------------------------------------
August 30,  1999,  the Board of  Directors  passed a  resolution  to issue 2.365
million  shares to a firm of financial  advisors for services in connection  the
purchase  of software  and  intangible  property  rights and  interests  in four
special  effects  film  studios.  The  estimated  cost of the shares  issued the
advisors  ($442,255  or $.187 per  share) is based on the  trading  price of the
shares on the date of the resolution.

Stock Issued Directors for Services
-----------------------------------
August 23, 1999,  the Board of Directors  approved a resolution to issue a total
of 2.25 million  shares to two directors  and one former  director for services.
The estimated cost of the shares ($.085 per share) is being  recognized  ratably
during fiscal 2000 as they are earned  ($47,813 each quarter) and are discounted
to take into account the one-year trading restriction on the stock.

Stock Issued for Cash
---------------------
On August 31,  1999,  a total of 185,000  shares of common  stock were issued to
investors in private placements for a total of $30,677 ($.166 per share).

Note E - Events Subsequent to September 30,1999

On October 15, 1999, the Company acquired  exclusive  European and non-exclusive
World wide licensing rights to an Asset Transfer Teleminute  Manager,  Universal
Prepaid card (ATTM card) to be used in electronic  commerce and other commercial
transactions.  The term of the agreement is for five years, with renewal options
annually  thereafter.  During fiscal 1999, the Company paid a deposit of $60,000


                                      F-6

<PAGE>

GS TELECOM LIMITED
Notes to Financial Statements

to secure the license. In addition,  the agreement calls for the issuance of 3.5
million shares of common stock to the licensor,  and that the Company guarantees
it a minimum monthly royalty of $80,000.

November 17, 1999,  The Board of Directors  signed and  concluded a contract for
the sale of its UK subsidiaries  (the operations of which had been  discontinued
effective June 30, 1998). The terms of the sale have the effect of relieving the
Company  of  the UK  subsidiaries'  assets  and  liabilities.  Therefore,  it is
anticipated  that in the second quarter  consolidated  net  liabilities  will be
reduced  by  approximately  $800,000  and the  accumulated  deficit  by the same
amount.

In October 1999, the Company  received $27,000 for the sale of 108,000 shares to
a private investor.


                                      F-7

<PAGE>


ITEM 2.

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

Results of  Operations  for the Three  Month  Period  Ended  September  30, 1999
--------------------------------------------------------------------------------
Compared to Same Period ended September 30, 1998
------------------------------------------------

         As a result of the  discontinuance  of  operations,  the Company had no
sales revenues and no gross profits in the period in 1999 or 1998.

         In quarter ended September 30, 1999, the Company incurred compensation,
general and  administrative,  and interest expenses of $665,069  resulting in an
operating loss of ($665,069).  For the same period in 1998, the Company incurred
$81,273 of such costs which resulted in an operating loss of ($81,273).

         The Company lost ($.01) per share in the three month period compared to
a loss of ($.005) per share in the same period in 1998.

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

         At period end,  the Company had $1,603 cash capital and total assets of
$86,528.  The Company had  $2,205,689 in current  liabilities  at period end. In
light of the deficit, ($2,219,161), 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 any operations and debt repayment.  No assurance exists as
to the ability to make private  placements of stock or borrow funds. The Company
has no operations and no revenues,  and, without capital to commence operations,
there is  substantial  likelihood  that the Company will not be able to commence
any operations.


<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  promotional  materials.  The Company
agreed to change its name within four months after  judgment.  The Court entered
Judgment 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 Company  intends to attempt to change its name as soon as this
10K is filed and a Section 14c Proxy  Statement is filed,  cleared and mailed to
shareholders of the Company.

         (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

         August 30, 1999,  the Board of Directors  passed a resolution  to issue
2.365 million shares to a firm of financial  advisors for services in connection
the purchase of software and  intangible  property  rights and interests in four
special  effects  film  studios.  The  estimated  cost of the shares  issued the
advisors  ($442,255  or $.187 per  share) is based on the  trading  price of the
shares on the date of the resolution.

     August 23, 1999,  the Board of Directors  approved a resolution  to issue a
total of 2.25 million shares to two directors, Gerve Brazier (1,000,000) and Sam
Lupton (250,000), and one former director, Gary Botha (1,000,000), for services.
The estimated cost of the shares ($.085 per share) is being  recognized  ratably
during fiscal 2000 as they are earned  ($47,813 each quarter) and are discounted
to take into account the one-year trading restriction on the stock.

         On August  31,  1999,  a total of 185,000  shares of common  stock were
issued to  investors  in private  placements  for a total of $30,677  ($.166 per
share).


<PAGE>


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  note  holders 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
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 of the  original
principal.

Item 4.           Submission of matters to a vote of securities holders.

         None.

Item 5.           Other Information

         None.

Item 6.           Exhibits and Reports on Form 8-K

         a.  The following are filed 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 September
30, 1999:

              August 12, 1999 (incorporated by reference)


<PAGE>


                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:   December 14, 1999

                                                     GS TELECOM LIMITED
                                                     A Colorado corporation


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