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 SEPTEMBER 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.)


          29160 Heathercliff Road, Suite 300, Malibu, California 90265
        ----------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (310) 457-8167
                                 --------------
                           (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      NO   X
                             ---      ---

     As of November  10,  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 SEPTEMBER 30, 2000 (UNAUDITED)
               AND DECEMBER 31, 1999                                   2

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

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

               NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 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
                                              September 30,
                                                  2000          December 31,
                                               (unaudited)         1999
                                              ------------     --------------

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



                  LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES
  Loan payable to stockholder                  $  22,795       $         95
                                               -----------     --------------

TOTAL LIABILITIES                                 22,795                 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                              (23,814)            (1,114)
                                               -----------     --------------

TOTAL STOCKHOLDERS' DEFICIENCY                   (22,795)               (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          Nine          Nine         September 15,
                                             Months         Months        Months        Months           1998
                                             Ended          Ended         Ended          Ended       (Inception) to
                                            September      September    September     September       September 30,
                                            30, 2000       30, 1999     30, 2000       30, 1999           2000
                                           ----------     ---------    ----------     ----------     --------------
<S>                                        <C>            <C>          <C>            <C>            <C>
REVENUES                                   $   -          $  -         $   -          $   -          $     -
                                           ----------     ---------    ----------     ----------     --------------

EXPENSES
  Accounting fees                             1,200          -            5,200            500            5,700
  Bank charges                                 -             -             -                30               95
  Consulting fees                              -             -             -                19               19
  Legal fees                                  2,400          -            8,400            500            8,900
  Office & postage expense                      600          -            2,100           -               2,100
  Rent                                        2,200          -            7,000           -               7,000
                                           ----------     ---------     ---------     ----------     --------------

NET LOSS                                   $ (6,400)         -         $(22,700)      $ (1,049)      $  (23,814)
--------                                   ==========     =========    ==========     ==========     ==============


Net loss per share - basic and
diluted                                    $(0.0063)         -         $(0.0223)      $(0.0016)      $  (0.0320)
                                           ==========     =========    ==========     ==========     ==============

Weighted average number of
  shares outstanding during the
  period - basic and diluted               1,018,800      1,018,800    1,018,800       663,489          744,369
                                           ==========     =========    ==========     ==========     ==============
</TABLE>


                See accompanying notes to financial statements


                                       3
<PAGE>

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



                                                                                 September
                                                  For the nine   For the nine     15, 1998
                                                  months ended   months ended   (inception) to
                                                  September 30,  September 30,   September 30,
                                                     2000           1999            2000
                                                  -----------    -----------    ------------
<S>                                               <C>            <C>            <C>
Cash flows from operating activities
  Net loss                                        $ (22,700)     $  (1,049)     $ (23,814)
  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                                    (22,700)        (1,030)       (23,795)
                                                  -----------    -----------    -----------

Cash flows from financing activities
  Proceeds from issuance of common stock               -             1,000          1,000
  Loan proceeds - related party                      22,700            770         22,795
                                                  -----------    -----------    -----------
      Net cash provided by financing
      activities                                     22,700          1,770         23,795
                                                  -----------    -----------    -----------

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 SEPTEMBER 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  September 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

            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.


                                       5
<PAGE>

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

NOTE 1      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

            (D) Cash and Cash Equivalents

            For purposes of the cash flow  statements, the Company considers all
            highly liquid investments with original maturities  of three  months
            or less at the time of purchase 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 nine months ended September 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
            September 30, 2000.

 NOTE 2     LOAN PAYABLE TO STOCKHOLDER

            The  loan  payable to  stockholder 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 SEPTEMBER 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 September 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 September 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  $23,814  since  inception,  a working  capital
          deficiency of $22,795 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
September 30, 2000,  during the Company's  development  stage, the Company has a
zero cash balance, and has accumulated losses of $23,814.


FINANCIAL CONDITION AND LIQUIDITY

     The Company has a working capital  deficiency of $22,795 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 an internet  domain 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

                    None


       (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


 June 4, 2001                       By:      /s/ James Walters
 -------------                        --------------------------------
                                             James  Walters
                                             Chief Financial Officer
                                             (Principal Financial Officer)





                                        9