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, 2001

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

                            COMMISSION FILE NUMBER 0-28639

                          PANGAEA COMMUNICATIONS, INC.
                             (dba TradeQwest, 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.)

               400 North Oak Street, Inglewood, California  90302
           -----------------------------------------------------------
                    (Address of principal executive offices)

                                (310) 667-9640
                           (ISSUER'S TELEPHONE NUMBER)

              29160 Heathercliff Road, Suite 300, Malibu, CA 90265
              -----------------------------------------------------
                  (Former address if changed since last report)

     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 June 30, 2001,  there were 3,037,600  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, 2001 (UNAUDITED)                   2

             STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
             ENDED JUNE 30, 2001 AND 2000                                    3

             STATEMENTS OF OPERATIONS FOR THE SIX MONTHS
             ENDED JUNE 30, 2001 AND 2000 AND FOR THE PERIOD FROM
             SEPTEMBER 15, 1998 (INCEPTION) TO JUNE 30, 2001
             (UNAUDITED)                                                     4

             STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS
             ENDED JUNE 30, 2001 AND 2000 AND FOR THE PERIOD FROM
             SEPTEMBER 15, 1998 (INCEPTION) TO JUNE 30, 2001
             (UNAUDITED)                                                     5

             NOTES TO FINANCIAL STATEMENTS                                  6-9

           Item 2. Management's Discussion and Analysis of
                    Financial Condition and Results of Operations           10

         PART II. OTHER INFORMATION

           Item 1.    Legal Proceedings                                     10

           Item 2.    Change in Securities and Use of Proceeds              10

           Item 3.    Defaults Upon Senior Securities                       10

           Item 4.    Submission of Matters to a Vote of Security Holders   10

           Item 5.    Other Information                                     11

           Item 6.    Exhibits and Reports on Form 8-K                      12

         Signatures                                                         13


                                       1


<PAGE>


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements


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



                                                                  June 30,
                                                                    2001
                                                                 (unaudited)
                                                                 ------------
                                     ASSETS
                                     ------
TOTAL ASSETS                                                     $        -
------------                                                     ============



                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

LIABILITIES                                                      $        -
                                                                 -----------

STOCKHOLDERS' EQUITY

  Preferred stock, $.001 par value, 8,000,000 shares
    authorized, none issued and outstanding                               -
  Common stock, $.001 par value, 100,000,000 shares
    authorized, 3,037,600 issued and outstanding                      3,038
  Additional paid-in capital                                         41,276
  Accumulated deficit during development stage                      (44,314)
                                                                 ------------

     TOTAL STOCKHOLDERS' EQUITY                                           -
                                                                 ------------

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





                 See accompanying notes to financial statements.


                                        2

<PAGE>


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



                                               For the Three Months Ended
                                         June 30, 2001        June 30, 2000
                                        ----------------     ----------------
<S>                                     <C>                  <C>
INCOME                                  $          -         $         -
                                        ----------------     ----------------
EXPENSES
   Accounting fees                                2,500                2,000
   Bank charges                                    -                      -
   Consulting fees                                 -                   -
   Legal fees                                     2,400                3,000
   Office Supplies                                  600                  750
   Rent                                           2,200                2,400
                                        ----------------     ----------------

NET LOSS                                $       ( 7,700)     $        (8,150)
--------                                ================     ================

NET LOSS PER SHARE BASIC AND DILUTED    $         (0.00)     $         (0.00)
                                        ================     ================

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING DURING THE PERIOD
 BASIC AND DILUTED                            2,059,578            2,037,600
                                        ================     ================
</TABLE>











                 See accompanying notes to financial statements.


                                        3

<PAGE>


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



                                                                                For The Period From
                                                                                September 15, 1998
                                               For the Six Months Ended           (Inception) to
                                          June 30, 2001        June 30, 2000      June 30, 2001
                                        ----------------     ----------------    ----------------
<S>                                     <C>                  <C>                 <C>
INCOME                                  $          -         $         -         $         -
                                        ----------------     ----------------     ---------------
EXPENSES
   Accounting fees                                3,700                4,000              10,600
   Bank charges                                    -                      -                   95
   Consulting fees                                 -                   -                      19
   Legal fees                                     4,800                6,000              16,100
   Office Supplies                                1,200                1,500               3,900
   Rent                                           4,400                4,800              13,600
                                        ----------------     ----------------    ----------------

NET LOSS                                $       (14,100)     $       (16,300)    $       (44,314)
--------                                ================     ================    ================

NET LOSS PER SHARE BASIC AND DILUTED    $         (0.01)     $         (0.01)    $         (0.03)
                                        ================     ================    ================

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING DURING THE PERIOD
 BASIC AND DILUTED                            2,048,650            2,037,600           1,639,170
                                        ================     ================    ================
</TABLE>










                 See accompanying notes to financial statements.


                                        4

<PAGE>

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

                                                                                             For The Period From
                                                                                             September 15, 1998
                                                           For the six months ended            (Inception) to
                                                     June 30, 2001       June 30, 2000         June 30, 2001
                                                  ------------------   ------------------    -------------------
<S>                                               <C>                  <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                       $        (14,100)    $        (16,300)     $          (44,314)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
    Stock issued for services                                   -                    -                       19
    Contribution of expenses by a stockholder               13,100                   -                   13,100
                                                  ------------------   ------------------    -------------------

      Net Cash Used In Operating Activities                ( 1,000)             (16,300)                (31,195)
                                                  ------------------   ------------------    -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                     1,000                 -                     2,000
   Loan payable - stockholder                                                    16,300                  29,195
                                                  ------------------   ------------------    -------------------

      Net Cash Provided By Financing Activities               1,000              16,300                  31,195
                                                  -----------------    ------------------    -------------------

INCREASE IN CASH AND CASH EQUIVALENTS                           -                    -                    -

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                 -                    -                    -
                                                  ------------------   ------------------    -------------------

CASH AND CASH EQUIVALENTS - END OF PERIOD         $             -      $             -       $            -
-----------------------------------------         ==================   ==================    ===================

NON-CASH FINANCING ACTIVITIES:
------------------------------

Conversion of loan payable - stockholder
     into additional paid-in capital                                                         $           29,195
                                                                                             ===================
</TABLE>


                 See accompanying notes to financial statements.

                                        5
<PAGE>


                          PANGAEA COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2001

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, 2001, 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, 2000.





                                       6
<PAGE>


                          PANGAEA COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2001

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          (C) Use of Estimates

          In  preparing  financial   statements  in  conformity  with  generally
          accepted  accounting  principles,   management  is  required  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.

          (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  quarter  ended June 30,
          2001.

          (F) Loss Per Share

          Net loss per common  share for the six months  ended June 30, 2001 and
          for the period from September 15, 1998 (inception) to June 30, 2001 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,
          2001.


                                       7
<PAGE>


                          PANGAEA COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2001


NOTE  2 - STOCKHOLDERS' EQUITY

          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 1,818,800 and 218,800 common shares (post-split) to
          Appletree  Investment  Company Ltd. and PageOne Business  Productions,
          LLC respectively.  No preferred shares have been issued as of June 30,
          2001.

          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, 2001
          give  effect to common  and  preferred  stock  amounts  and par values
          enumerated in the restated certificate of incorporation.

          On June 15,  2001,  by action of the board of  directors,  the Company
          effected a 2:1 stock split. These financial  statements and notes give
          effect to this change.

          On June 28, 2001, the Company issued  1,000,000 shares of common stock
          for $1,000.

          The  Company's  Board of  directors  authorized  the  conversion  of a
          $29,195   non-interest   bearing  loan  payable  to  PageOne  Business
          Productions, LLC, which arose from funds advanced to the Company, into
          additional paid-in capital at December 31, 2000. During the six months
          ended  June 30,  2001 a  stockholder  paid  expenses  on behalf of the
          Company  amounting to $13,100  which was  accounted  for as additional
          paid-in capital.




                                       8
<PAGE>


                          PANGAEA COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF JUNE 30, 2001


NOTE 3 - GOING CONCERN

          As reflected in the accompanying financial statements, the Company has
          had  accumulated  losses  of  $44,314  since  inception  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.

          In  the  quarter  ending  June  30,  2000  the  Company  entered  into
          negotiations  to acquire an  operating  company.  As of June 30, 2001,
          negotiations  were  continuing.   Management   believes  that  actions
          presently  being  taken  provide  the  opportunity  for the Company to
          continue as a going concern.

NOTE 4 - SUBSEQUENT EVENTS

          In July 2001, the Company entered into a share exchange agreement with
          an operating company (the  "Acquiree").  The Company will acquire 100%
          of the issued and  outstanding  stock of the Acquiree  totaling  1,500
          shares in exchange  for  11,200,002  shares of $.001 par value  common
          stock,  which represents  approximately  78.5% of the Company's common
          stock immediately after the exchange.  The transaction  closed on July
          31, 2001.  Concurrent with the merger, the Company changed its name to
          TradeQwest,   Inc.  The  acquisition   will  be  accounted  for  as  a
          recapitalization of the Acquiree and future financial  statements will
          include the financial  statements of  TradeQwest,  Inc. for the period
          presented  and the  financial  statements  of Pangaea from the date of
          recapitalization.











                                       9
<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, 2001,  during the Company's  development  stage, the Company has a zero cash
balance, and has generated a net loss of $44,314.


FINANCIAL CONDITION AND LIQUIDITY

     The Company has limited  liquidity  and has an ongoing  need to finance its
activities. To date, the Company currently has funded these cash requirements by
offering  and  selling  3,037,600  (post-split)  shares of Common  Stock for net
proceeds of $2,000 and the contribution to additional  paid-in capital of a loan
payable of $29,195 from a stockholder.  Operating costs for the six months ended
June 30,  2001 were paid by a  stockholder  and  treated  as a  contribution  to
additional  paid-in  capital.  The Company  expects to fund its immediate  needs
through private placements of its securities.

     Subsequent  to June 30,  2001 the  Company  entered  into an  agreement  to
acquire an operating company. (See Part II, Item 5.)


                           PART II OTHER INFORMATION

Item 1. Legal Proceedings

None


Item 2. Change in Securities and Use of Proceeds

     On June 28, 2001,  the Company sold 1,000,000  shares of restricted  common
stock to an accredited investor for $1,000. The sale was pursuant to an offering
under  Rule 504 of  Regulation  D.  The  Company  relied  on an  exemption  from
registration provided by Section 4(2) of the Securities Act.


Item 3. Defaults Upon Senior Securities

None


Item 4. Submission of Matters to a Vote of Security Holders

Not applicable


                                       10
<PAGE>

Item 5. Other Information

     Effective  July  31,  2001,  the  Company  entered  into a  Share  Exchange
Agreement (the  "Agreement")  with the sole  shareholders  of  TradeQwest,  Inc.
("TradeQwest"), a Delaware corporation.  Pursuant to the terms of the Agreement,
and  subject to the  conditions  set forth  therein  (including  approval of the
transactions by the stockholders),  the shareholders of TradeQwest exchanged all
the issued and  outstanding  shares of TradeQwest for 11,200,002  authorized but
unissued  shares of the Company.  Upon  completion of the merger Pangaea changed
its name to TradeQwest, Inc.

     Prior to the Merger,  on June 28,  2001 the Company  effected a 2:1 forward
stock split.  Upon  completion of the Merger,  there were  14,237,602  shares of
Pangaea common stock issued and outstanding,  held as follows: 11,200,002 common
shares held by the shareholders of TradeQwest,  and 3,037,600 common shares held
by the existing shareholders of Pangaea.

     On the effective  date of the Merger,  the officers and director of Pangaea
resigned and new officers and directors of the Registrant were appointed.

     As of July 31, 2001 the officers and directors of the Company are:

       Name                                    Title
       ----                                 ---------
John Vorzimer                            Chairman and CEO

Donald Hyde                              President, Chief Marketing Officer,
                                             Director

Gregory Dean                             Executive Vice President, Director

Jack Listanowski                         Director

James Walters                            Director

     On August 15, 2001 the Company filed a current report on Form 8-K to report
the change in control of the Company and a description of the acquired  business
of TradeQwest.

     The Company is conducting  business as TradeQwest,  Inc. though the amended
charter has not yet been filed with the State of Delaware.


                                       11
<PAGE>

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

          (a)  Exhibits

Exhibit
Number               Description
-------              -----------
2.1      Share Exchange Agreement by and between Pangaea Communications, Inc.
         and TradeQwest, Inc. effective July 31, 2001 is incorporated herein by
         reference to the Company's Current Report on Form 8-K dated July 31,
         2001.

          (b)  Reports on Form 8-K

     On August 15, 2001,  the Company  filed a current  report on Form 8-K dated
July 31,  2001 to report a change in control of Issuer  and  acquisition  of the
business of TradeQwest, Inc.









                                       12
<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.
                                        (dba TradeQwest, Inc.)
                                        ----------------------------
                                        Registrant


August 21, 2001                      By:      /s/ Donald Hyde
---------------                          ----------------------------
                                             Donald Hyde
                                             President







                                       13