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 MARCH 31, 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 May 8, 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 MARCH 31, 2000                          2

             STATEMENTS OF OPERATIONS FOR THE THREE MONTHS
             ENDED MARCH 31, 2000 AND FOR THE PERIOD FROM
             SEPTEMBER 15, 1998 (INCEPTION) TO MARCH 31, 2000            3

             STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS
             ENDED MARCH 31, 2000 AND FOR THE PERIOD FROM
             SEPTEMBER 15, 1998 (INCEPTION) TO MARCH 31, 2000            4

             NOTES TO FINANCIAL STATEMENTS                               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

                                                                March 31,
                                            December 31,          2000
                                               1999           (unaudited)
                                           --------------    --------------

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



                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY


LIABILITIES
  Loan payable to related party          $            95   $       8,245
                                           ---------------   -------------

  TOTAL LIABILITIES                                   95           8,245
                                           ---------------   -------------

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                              (1,114)         (9,264)
                                           ---------------   -------------
   TOTAL STOCKHOLDERS' DEFICIENCY                    (95)         (8,245)
                                           ---------------   -------------

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


          See accompanying notes to financial statements.

                                       2

<PAGE>


                          PANGAEA COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


                                                                    For the
                                              September 15,          Three
                                                  1998               Months
                                             (Inception) to       Ended March
                                             March 31, 2000         31, 2000
                                             ----------------     -------------

INCOME                                     $       -            $    -
                                             ----------------     -------------

EXPENSES

  Accounting fees                                     2,500             2,000
  Bank service charge                                    95          -
  Consulting fees                                        19          -
  Legal fees                                          3,500             3,000
  Office & postage expense                              750               750
  Rent                                                2,400             2,400
                                             ----------------     -------------

NET LOSS                                   $         (9,264)    $      (8,150)
--------                                     ================     =============


NET LOSS PER SHARE - BASIC AND DILUTED     $        (0.0141)    $     (0.0080)
                                             ================     =============

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING DURING THE PERIOD -
 BASIC AND DILUTED                                  655,325         1,018,800
                                             ================     =============









          See accompanying notes to financial statements.

                                       3

<PAGE>


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



                                     September 15,
                                          1998
                                      (Inception)      For the Three
                                      To March 31,      Months Ended
                                          2000         March 31, 2000
                                     ---------------   ---------------

CASH FLOWS FROM OPERATING
ACTIVITIES:
  Net loss                         $        (9,264)    $      (8,150)
  Adjustments to reconcile net
  loss to net  cash used in
  operating activities:
  Stock issued for services                     19          -
                                     ---------------   ---------------

  Net cash used in operating
  activities                                (9,245)           (8,150)
                                     ---------------   ---------------

CASH FLOWS FROM INVESTING
ACTIVITIES:                               -                 -
                                     ---------------   ---------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
  Loan payable - related party               8,245             8,150
  Proceeds from issuance of
  common stock                               1,000          -
                                     ---------------   ---------------

  Net cash provided by
  financing activities                       9,245             8,150
                                     ---------------   ---------------

INCREASE IN CASH AND CASH
EQUIVALENTS                               -                 -

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

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







          See accompanying notes to financial statements.

                                       4

<PAGE>


                          PANGAEA COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2000

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 March  31,  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.

      In addition,  the  accompanying  financial  statements  do not include the
      statement of operations or cash flows for the three months ended March 31,
      1999 since the Company was inactive during this period.

      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.

                                       5

<PAGE>

                          PANGAEA COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF MARCH 31, 2000

      (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.

      (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
      year ended March 31, 2000.

      (F)  Loss Per Share

      Net loss per common  share for the three  months  ended March 31, 2000 and
      for the period from  September 15, 1998  (inception)  to March 31, 2000 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 March 31, 2000.

                                       6

<PAGE>

                          PANGAEA COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                              AS OF MARCH 31, 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.

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 March 31, 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 March 31, 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 $9,264 since inception, a working capital deficiency
      of  $8,245  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
March 31, 2000, during the Company's  development  stage, the Company has a zero
cash balance, and has generated a net loss of ($9,264).


FINANCIAL CONDITION AND LIQUIDITY

     The Company has a working  capital  deficiency of $8,234 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  1,018,800  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


 May 15, 2000                      By:      /s/ James Walters
 ------------                           --------------------------------
                                             James  Walters
                                             Chief Financial Officer
                                             (Principal Financial Officer)





                                        9
<PAGE>


                                  EXHIBIT INDEX


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