U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

               [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000

                 [ ] Transition report under section 13 or 15(d)
                              of the Exchange Act.

                            COMMISSION FILE NUMBER 0-28639

                          PANGAEA COMMUNICATIONS, INC.
                     --------------------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

                    DELAWARE                             95-4719021
                    --------                             ----------
         (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
          INCORPORATION OR ORGANIZATION)             IDENTIFICATION NO.)

                   104 PROSPECT HILL STREET, NEWPORT, RI 02840
        ----------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (401) 848-0646
                                 --------------
                           (ISSUER'S TELEPHONE NUMBER)

     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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
                             ---      ---

     As of August 15, 2000, there were 1,018,800 shares of Common Stock,  $0.001
par value, of the issuer outstanding.

            Transitional Small Business Disclosure Format (check one)

                         YES       NO  X
                             ---      ---

<PAGE>


                          PANGAEA COMMUNICATIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                                      INDEX

         PART I. FINANCIAL INFORMATION                            PAGE NUMBER

           Item 1. Financial Statements

               BALANCE SHEET AS OF JUNE 30, 2000 (UNAUDITED)
               AND DECEMBER 31, 1999                                   2

               STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
               AND SIX MONTHS ENDED JUNE 30, 2000 AND JUNE
               30, 1999 AND FROM SEPTEMBER 15, 1998
               (INCEPTION) TO JUNE 30, 2000 (UNAUDITED)                3

               STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS
               ENDED JUNE 30, 2000 AND JUNE 30, 1999 AND FOR
               THE PERIOD FROM SEPTEMBER 15, 1998
               (INCEPTION) TO JUNE 30, 2000 (UNAUDITED)                4

               NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30,
               2000 (UNAUDITED)                                        5-7


           Item 2. Management's Discussion and Analysis of
                    Financial Condition and Results of Operations      8

         PART II. OTHER INFORMATION

           Item 6. Exhibits and Reports filed on Form 8-K              8

    Signatures                                                         9

                                       1


<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements


                         PANGAEA COMMUNICATIONS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                                BALANCE SHEET


                                   ASSETS
                                                June 30,
                                                 2000            December 31,
                                               (unaudited)         1999
                                               -----------     --------------

TOTAL ASSETS                                   $    -          $       -
------------                                   ===========     ==============



                  LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES
  Loan payable - related party                 $  16,395       $         95
                                               -----------     --------------

TOTAL LIABILITIES                                 16,395                 95
                                               -----------     --------------

STOCKHOLDERS' DEFICIENCY
  Preferred stock, $0.001 par value,
   8,000,000 shares authorized, none
   issued and outstanding                           -                  -
  Common stock, $0.001 par value,
   100,000,000 shares authorized,
   1,018,800 issued and outstanding                1,019              1,019
  Accumulated deficit during
  development stage                              (17,414)            (1,114)
                                               -----------     --------------

TOTAL STOCKHOLDERS' DEFICIENCY                   (16,395)               (95)
                                               -----------     --------------

TOTAL LIABILITIES AND STOCKHOLDERS'
------------------------------------
  DEFICIENCY                                   $    -          $       -
  ----------                                   ===========     ==============


                 See accompanying notes to financial statements

                                       2

<PAGE>

<TABLE>
<CAPTION>
                         PANGAEA COMMUNICATIONS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                           STATEMENTS OF OPERATIONS
                                 (UNAUDITED)



                                                                                                       For the
                                            For the        For the       For the       For the       Period From
                                             Three          Three          Six           Six         September 15,
                                             Months         Months        Months        Months           1998
                                             Ended          Ended         Ended          Ended       (Inception) to
                                            June 30,       June 30,     June 30,       June 30,        June 30,
                                             2000            1999         2000           1999            2000
                                           ----------     ---------    ----------     ----------     --------------
<S>                                        <C>            <C>          <C>            <C>            <C>
REVENUES                                   $   -          $  -         $   -          $   -          $     -
                                           ----------     ---------    ----------     ----------     --------------

EXPENSES
  Accounting fees                             2,000           500         4,000            500            4,500
  Bank charges                                 -               30          -                30               95
  Consulting fees                              -               19          -                19               19
  Legal fees                                  3,000           500         6,000            500            6,500
  Office & postage expense                      750          -            1,500           -               1,500
  Rent                                        2,400          -            4,800           -               4,800
                                           ----------     ---------     ---------     ----------     --------------

NET LOSS                                   $ (8,150)      $(1,049)     $(16,300)      $ (1,049)      $  (17,414)
--------                                   ==========     =========    ==========     ==========     ==============


Net loss per share - basic and
diluted                                    $(0.0080)      $(0.0011)    $(0.0160)      $(0.0022)      $  (0.0247)
                                           ==========     =========    ==========     ==========     ==============

Weighted average number of
  shares outstanding during the
  period - basic and diluted               1,018,800      941,877      1,018,800       482,888          705,823
                                           ==========     =========    ==========     ==========     ==============
</TABLE>


                See accompanying notes to financial statements


                                       3
<PAGE>

<TABLE>
<CAPTION>
                         PANGAEA COMMUNICATIONS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                           STATEMENTS OF CASH FLOWS
                                 (UNAUDITED)


                                                   For the        For the
                                                     six            six          September
                                                    months         months         15, 1998
                                                    ended          ended         (inception)
                                                   June 30,       June 30,        to June
                                                     2000           1999         30, 2000
                                                  -----------    -----------    -----------
<S>                                               <C>            <C>            <C>
Cash flows from operating activities
  Net loss                                        $ (16,300)     $  (1,049)     $ (17,414)
  Adjustments to reconcile net loss to
   net cash used in operating activities:              -              -              -
    Stock issued for consulting services               -                19             19
                                                  -----------    -----------    -----------
      Net cash used in operating
      activities                                    (16,300)        (1,030)       (17,395)
                                                  -----------    -----------    -----------

Cash flows from financing activities
  Proceeds from issuance of common stock               -             1,000          1,000
  Loan proceeds - related party                      16,300            770         16,395
                                                  -----------    -----------    -----------
      Net cash provided by financing
      activities                                     16,300          1,770         17,395
                                                  -----------    -----------    -----------

Net increase in cash                                   -               740           -

Cash and cash equivalents - Beginning                  -              -              -
                                                  -----------    -----------    -----------

Cash and cash equivalents - ending                $    -         $     740      $    -
                                                  ===========    ===========    ===========
</TABLE>




                See accompanying notes to financial statements

                                       4

<PAGE>


                         PANGAEA COMMUNICATIONS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENT
                             AS OF JUNE 30, 2000
                                  (UNAUDITED)

NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            (A) Organization and Business Operations

            Pangaea  Communications,  Inc. (a  development  stage company) ("the
            Company")  was  incorporated  in Delaware on  September  15, 1998 to
            engage in an internet-based  business. At June 30, 2000, the Company
            had not yet commenced  any  revenue-generating  operations,  and all
            activity to date relates to the Company's  formation,  proposed fund
            raising and business plan development.

            The Company's ability to commence  revenue-generating  operations is
            contingent upon its ability to implement its business plan and raise
            the  capital  it  will  require   through  the  issuance  of  equity
            securities,  debt  securities,  bank  borrowings  or  a  combination
            thereof.

            (B) Basis of Presentation

            The accompanying  unaudited financial  statements have been prepared
            in accordance with generally accepted accounting  principles and the
            rules and regulations of the Securities and Exchange  Commission for
            interim financial information.  Accordingly, they do not include all
            the  information  necessary  for  a  comprehensive  presentation  of
            financial position and results of operations.

            It is management's  opinion,  however that all material  adjustments
            (consisting of normal  recurring  adjustments)  have been made which
            are  necessary for a fair  financial  statements  presentation.  The
            results for the interim period are not necessarily indicative of the
            results to be expected for the year.

            For  further  information,  refer to the  financial  statements  and
            footnotes  included in the Company's  Form 10-KSB for the year ended
            December 31, 1999.

            (C) Use of Estimates

            The  preparation  of the financial  statements  in  conformity  with
            generally accepted accounting principles requires management to make
            estimates and assumptions that affect the reported amounts of assets
            and liabilities and disclosure of contingent  assets and liabilities
            at the date of the financial  statements and the reported amounts of
            revenues and expenses  during the reporting  period.  Actual results
            could differ from those estimates.


                                       5
<PAGE>

                         PANGAEA COMMUNICATIONS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENT
                             AS OF JUNE 30, 2000
                                  (UNAUDITED)

NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

            (D) Cash and Cash Equivalents

            For purposes of the statement of cash flows,  the Company  considers
            all highly liquid investments purchased with an original maturity of
            three months or less to be cash equivalents.

            (E) Income Taxes

            The Company accounts for income taxes under the Financial Accounting
            Standards Board Statement of Financial Accounting Standards No. 109,
            "Accounting  for Income Taxes"  ("Statement  109").  Under Statement
            109,  deferred tax assets and  liabilities  are  recognized  for the
            future tax  consequences  attributable  to  differences  between the
            financial   statement   carrying  amounts  of  existing  assets  and
            liabilities and their respective tax basis.  Deferred tax assets and
            liabilities  are measured  using enacted tax rates expected to apply
            to taxable income in the years in which those temporary  differences
            are expected to be recovered or settled.  Under  Statement  109, the
            effect on  deferred  tax assets and  liabilities  of a change in tax
            rates is  recognized  in  income in the  period  that  includes  the
            enactment  date.  There  were no  current  or  deferred  income  tax
            expenses  or benefits  due to the  Company  not having any  material
            operations for the six months ended June 30, 2000.

            (F) Loss Per Share

            Net loss per common  share for the  periods  presented  is  computed
            based upon the weighted average common shares outstanding as defined
            by Financial  Accounting  Standards  No. 128  "Earnings  Per Share".
            There were no common stock equivalents outstanding at
            June 30, 2000.

 NOTE 2     LOAN PAYABLE - RELATED PARTY

            The loan  payable -  related  party is a  non-interest-bearing  loan
            payable to PageOne  Business  Productions,  LLC  arising  from funds
            advanced to the Company. The amount is due and payable upon demand.

                                       6
<PAGE>

                         PANGAEA COMMUNICATIONS, INC.
                        (A DEVELOPMENT STAGE COMPANY)
                         NOTES TO FINANCIAL STATEMENT
                             AS OF JUNE 30, 2000
                                  (UNAUDITED)

 NOTE 3     STOCKHOLDERS' DEFICIENCY

            The Company was  originally  authorized to issue  100,000  shares of
            preferred  stock  at  $.01  par  value,   with  such   designations,
            preferences,  limitations  and relative  rights as may be determined
            from time to time by the Board of Directors.  It was also originally
            authorized to issue  10,000,000  shares of common stock at $.001 par
            value.

            The Company  issued  909,400 and 109,400  common shares to Appletree
            Investment  Company  Ltd.  and  PageOne  Business  Productions,  LLC
            respectively.  No  preferred  shares have been issued as of June 30,
            2000.

            Management filed a restated  certificate of  incorporation  with the
            State of Delaware  which  increased the number of authorized  common
            shares to 100,000,000,  increased the number of authorized preferred
            shares to 8,000,000  and  decreased  the par value of the  preferred
            shares to $.001 per share. The financial statements at June 30, 2000
            give  effect to common and  preferred  stock  amounts and par values
            enumerated in the restated certificate of incorporation.

 NOTE 4     GOING CONCERN

            As reflected in the accompanying  financial statements,  the Company
            has accumulated losses of $17,414 since inception, a working capital
            deficiency of $16,395 and has not  generated  any revenues  since it
            has not yet  implemented  its  business  plan.  The  ability  of the
            Company to continue as a going concern is dependent on the Company's
            ability to raise additional capital and implement its business plan.
            The financial  statements do not include any adjustments  that might
            be  necessary  if the  Company  is  unable  to  continue  as a going
            concern.

            The Company  intends to implement  its business  plan and is seeking
            funding  through  the  private  placement  of  its  equity  or  debt
            securities or may seek a combination  with another  company  already
            engaged in its proposed business.  Management  believes that actions
            presently  taken provide the opportunity for the Company to continue
            as a going concern.


                                       7

<PAGE>


Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations

RESULTS OF OPERATIONS

     The following  discussion  and analysis below should be read in conjunction
with the financial statements,  including the notes thereto, appearing elsewhere
in this report.  For the period since  inception  (September  15, 1998)  through
June 30, 2000, during the Company's  development  stage, the Company has a zero
cash balance, and has accumulated losses of ($17,414).


FINANCIAL CONDITION AND LIQUIDITY

     The Company has a working capital  deficiency of $16,395 and has an ongoing
need to finance its activities.  To date, the Company currently has funded these
cash  requirements by offering and selling its Common Stock, in addition to cash
advances  from its  current  stockholders,  and has issued  1,000,000  shares of
Common  Stock for net  proceeds of  $1,000.00.  The Company  expects to fund its
immediate  needs through  private  placements of its  securities  and may seek a
suitable  business  combination.  Operating  costs for the  current  period were
funded by a loan from a stockholder.

PLAN OF OPERATION

     The Company has  registered a dot.com name and has  determined it can begin
conducting its business with limited financing that it has arranged.



PART II   OTHER INFORMATION

Item 6. Exhibits and Reports filed on Form 8-K

       (a)      Exhibits

       Exhibit No.     Description
       ----------      -----------
           27          Financial Data Schedule


       (b)      Reports on Form 8-K

                    None.




                                        8

<PAGE>


                                   SIGNATURES
                                   ----------

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                        PANGAEA COMMUNICATIONS, INC.
                                        ----------------------------
                                        Registrant


 August 23, 2000                   By:      /s/ James Walters
 ---------------                        --------------------------------
                                             James  Walters
                                             Chief Financial Officer
                                             (Principal Financial Officer)





                                        9
<PAGE>


                                  EXHIBIT INDEX


Exhibit No.                Description
----------                 -----------
    27                     Financial Data Schedule