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: December 31, 1999


                               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
December 31, 1999: 48,170,457


<PAGE>

PART I - FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

GS TELECOM LIMITED
CONDENSED CONSOLIDATED BALANCE SHEET
Unaudited
                                                               DECEMBER 31,              JUNE 30,
                                                                       1999                  1999
                                                                 (Unaudited)
ASSETS
<S>                                                            <C>                  <C>
CURRENT ASSETS
          Cash                                                 $     4,178           $        51
          Accounts receivable                                            -                 3,833
          Prepaid and other current assets                          10,901                20,029
                                                                    -------               ------
               Total current assets                                 15,079                23,913
                                                                    -------               ------

PROPERTY AND EQUIPMENT, net of accumulated
depreciation of $1,785                                                 597                 1,191
                                                                       ----                -----

LICENSE, net of accumulated
amortization of $9,792                                             225,208                60,000
                                                                                          ------

                                                               $   240,884          $     85,104


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
          Convertible and demand notes payable                 $   588,900           $   588,900
          Loans from shareholders                                  410,972               163,642
          Accounts payable                                          67,061               581,227
          Payable to affiliates and related parties                      -               281,416
          Accrued expenses                                         146,600               254,507
          Accrued salaries and wages                                41,526               130,797
          Accrued interest payable                                  98,112                72,947
          Bank overdraft                                                 -                 1,387
               Total current liabilities                         1,353,171             2,074,823

STOCKHOLDERS' EQUITY (DEFICIT)
          Common stock, no par value; 100 million shares
               authorized: 46,264,414 and 60,056,414
                shares issued and outstanding, respectively      1,790,134             1,380,357
          Accumulated deficit                                   (2,902,420)           (3,390,634)
          Foreign currency translation adjustments                       -                20,558
               Total stockholders' (deficit)                    (1,112,286)           (1,989,719)

                                                                $  240,885            $   85,104


See Accompanying Notes

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

GS TELECOM LIMITED
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Unaudited
                                                                     Three Months Ended                     Six Months Ended
                                                              December 31,                           December 31,
                                                             1999                  1998              1999                 1998
<S>                                                       <C>                   <C>               <C>                   <C>
GENERAL AND ADMINISTRATIVE EXPENSE                        $    175,463          $    (57,438)     $    374,795          $   108,739
INTEREST EXPENSE                                                21,625                12,583            45,107               25,166
                                                               -------                                 -------               ------

     Profit (Loss) from continuing operations                 (197,088)              (70,021)         (419,902)            (133,905)

INCOME FROM DISCONTINUED OPERATIONS                            908,116                     -           908,116                   -
                                                              --------                    --          --------                   -

NET INCOME (LOSS)                                            $ 711,028             $ (70,021)       $  488,214            $(133,905)
                                                            ==========             ==========       ==========           ===========



BASIC AND DILUTIVE NET INCOME (LOSS) PER SHARE

(LOSS) FROM CONTINUING OPERATIONS                                  $ -                   $ -           $ (0.01)             $ (0.01)

INCOME FROM DISCONTINUED OPERATIONS                               0.02                     -              0.02                    -
                                                                  -----                   --             -----                    -

PER SHARE NET PROFIT (LOSS)                                     $ 0.01                   $ -            $ 0.01               $(0.01)
                                                                =======                  ====           =======             ========

WEIGHTED AVERAGE SHARES OUTSTANDING                         48,170,457            16,828,414        54,382,104            16,828,414
                                                           ===========           ===========       ===========            ==========


See Accompanying Notes

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

GS TELECOM LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
Unaudited                                                                   Six Months Ended
                                                                        December 31,
                                                                       1999                  1998
<S>                                                           <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                             $     488,214            $(133,905)
Adjustments to reconcile net income (loss) to net cash
          provided by operating activities
          Common stock issued for services                           97,750                    -
          Depreciation                                                  594                    -
          Amortization                                                9,792                    -
          Changes in operating assets and liabilities:
               Receivables                                            3,833                    -
               Prepaid and other current assets                       9,128                    -
               Accounts payable                                    (514,167)              55,696
               Accrued liabilities                                 (172,013)              25,166
               Bank overdraft                                        (1,387)                   -
                                                                     -------                   -
          Net cash flows from (used for) operating activities       (78,256)              78,209
                                                                    --------              ------

CASH FLOWS FROM FINANCING ACTIVITIES
Shareholder loans                                                   247,330                    -
Issuance of common stock                                            137,027                    -
Advances from (repaid to) affiliates and related parties           (281,416)                   -
Issuance of convertible and other notes payable                           -                    -
                                                                         --                    -
          Net cash flows (used for) from financing activities       102,941                    -
                                                                    --------                   -

EFFECT OF EXCHANGE RATE CHANGES ON CASH                             (20,558)                   -
                                                                    --------                   -

NET INCREASE (DECREASE) IN CASH                                       4,127                    -

CASH AT BEGINNING OF PERIOD                                              51                    -
                                                                         ---                   -

CASH AT PERIOD END OF PERIOD                                    $     4,178                    -
                                                                    ========              =======

See Accompanying Notes

</TABLE>

<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, 1997                           278,220                    966,857              (966,653)

Conversion of note payable issued to
stockholders of acquired subsidiary              14,500,000                    150,000                     -


1997 reverse stock split                                194                          -                     -

Stock issued for services                         2,050,000                     20,500                     -

          Net (loss)                                      -                          -             (1,753,524)
                                                         --                         --            -----------

Balances at June 30, 1998                        16,828,414                  1,137,357            (2,720,177)

Stock issued to acquire intellectual property
and related movie interests                      43,000,000                          -                     -

Stock issued for cash                               228,000                    243,000                     -

          Net (loss)                                      -                          -               (670,457)
                                                         --                         --              ---------

Balances at June 30, 1999                        60,056,414             $    1,380,357        $   (3,390,634)

Stock issued advisors for services                2,365,000                    442,255                     -

Recission of stock issued advisors
          for services                           (2,365,000)                  (442,255)                    -

Stock earned by directors for services
          ($.085 per share)                       1,150,000                     97,750                     -

Stock taken out of escrow and rescind           (21,500,000)                         -                     -

Stock issued for ATTM license                     3,500,000                    175,000                     -
          ($0.05 per share)

Stock issued for cash
          $0.10 to $0.19 per share                  693,000                    137,027                     -

Net income for the six months                             -                          -               488,214
                                                         --                         --              -------

Balances at December 31, 1999                    43,899,414             $    1,790,134        $   (2,902,420)
                                                 ==========             ==============        ===============

See Accompanying Notes

</TABLE>


<PAGE>


         GS Telecom Limited - Notes to Financial Statements - December 31, 1999

         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 six months ended  December 31, 1999,
         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 assumprtion 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 - December 31, 1999

         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 December 31, 1999            $   9,792
                                                                 ---------------
         Cost of ATTM License less amortization to date                 $225,208
                                                                       =========
         Note B - Stockholder Loans

         During the period up to  December  31,  1999,  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 six months ended December 31, 1999,  stockholders loaned the
         Company a total of $247,330 with interest  accrued at 9% per annum. The
         loans are unsecured and payable on demand.

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

         The  Board  has  resolved  not to  issue  any  shares  to  advisors  in
         connection  with the  acquisition  of the  minority  interests  in four
         special effects film production  units and the associated  software IPR
         until the  likelihood  of the value of these assets being  realised has
         been  determined.  Accordingly,  during the quarter ended  December 31,
         1999, which had been recorded in the quarter ended September 30, 1999.

         Stock Issued to Directors
         -------------------------

         On 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.  Subsequently the Board approved the issue of an
         additional  50,000 shares to the Chairman of the Board.  All this stock
         was actually issued in November 1999. However,  the Company is accruing
         the  compensation  related to the services  pro-rata during fiscal 2000
         ($1,150,000 through December 31, 1999).



<PAGE>


         GS Telecom Limited - Notes to Financial Statements - December 31, 1999

         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.

         The   Company   is   a   defendant   in   a   lawsuit    entitled   GST
         Telecommunications,  Inc. and GST Telecom, Inc. vs. GS Telecom, LTD, in
         which  plaintiffs  are seeking an Injunction  and damages for trademark
         infringement  and name  infringement.  On April  22,  1999 the  Company
         consented to judgment in Federal  District  Court in San  Francisco 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 also agreed
         to change its name within four months after  judgment.  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  obtained on December 13, 1999 the agreement in writing of more
         than 55% of its  shareholders  to the  immediate  change of name.  As a
         result the Court  agreed to give the  Company  until  February  2000 to
         complete all formalities.



<PAGE>


ITEM 2.

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

Results of  Operations  for the Three  Month  Period  ended  December  31,  1999
--------------------------------------------------------------------------------
Compared to Same Period Ended December 31, 1998
-----------------------------------------------

         As a result of the  discontinuance of operations in the UK, the Company
had no sales  revenues and no gross  profits.  The Company had no  operations at
December 31, 1999 but intended to continue its  investment  agreement  regarding
ATTM  technology  and  licensing  for which it signed an  agreement  within  the
quarter. For the same period in 1998, the net sales were none.

         In the quarter ended  December 31, 1999, the Company  incurred  general
and  administrative  expenses  of  $197,088  resulting  in a  operating  loss of
($197,088).  For the same period in 1998, the Company  incurred  $70,021 of such
costs which resulted in an operating loss of ($70,021).

         The Company had an  extraordinary  gain of $908,116 from relief of debt
resulting  from the sale of its  discontinued  operations.  This resulted in net
income of $711,028 in the period end and $.02 share extraordinary gain.

         The Company  made $.01 per share in the three month  period as a result
of the  extraordinary  gain  compared  to a loss of ($.0)  per share in the same
period in 1998.

Results of Operations  for the Six Month Period Ended December 31, 1999 Compared
--------------------------------------------------------------------------------
to Same Period Ended December 31, 1998
--------------------------------------

         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 1998,
the net sales were $0.

         In six months ended December 31, 1999, the Company incurred general and
administrative expenses of $419,902 resulting in an operating loss of ($419,902)
For the same period in 1998, the Company  incurred  $133,905 of such costs which
resulted in an operating loss of ($133,905).

         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 $.01 per share gain in the six month  period from the
extraordinary  gain compared to a loss of ($.01) per share in the same period in
1998.

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

         At period end,  the  Company  had $4,178  cash  capital and current and
total assets of $240,884.  The Company had $1,353,171 in current  liabilities at
period  end.  In  light of the  deficit,  ($1,112,287)  in  current  assets  and
operating  capital,  the Company will be forced to either borrow or make private


<PAGE>


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 and intends to file it in February 2000.

         (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.

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

Item 5.    Other information - None.

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 December 31,
1999 (incorporated by reference):  December 31, 1999


<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:  February 16, 2000

                                                   GS TELECOM LIMITED

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