SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                AMENDMENT NO. 1


                                       TO

                                   FORM 10-KSB

           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31,1999.


                        Commission File Number 000-28639

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

             (Exact name of registrant as specified in its charter)

         DELAWARE                                      95-4719021
    ----------------------                          -------------------
    (State of organization)                         (I.R.S. Employer
                                                    Identification No.)

                   104 PROSPECT HILL STREET, NEWPORT, RI 02840
          -----------------------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code (401) 848-0646



       Securities registered pursuant to Section 12(b) of the Act,
                                      None

       Securities registered pursuant to Section 12(g) of the Act:
                                 Title of Class
                    Common Stock, $0.001 par value per share



<PAGE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes [ ] No [ X ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Issuer's revenues for its most recent fiscal year.               $0.00

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant,  based on the average of the high and low prices of the Common Stock
on the OTC  Bulletin  Board on March 1, 2000,  was $0.00.  For  purposes of this
computation, all officers, directors, and 5% beneficial owners of the registrant
(as indicated in Item 12) are deemed to be affiliates. Such determination should
not be deemed an  admission  that such  directors,  officers,  or 5%  beneficial
owners are, in fact, affiliates of the registrant.

Number of shares of Common  Stock,  $0.001  Par Value,  outstanding  at March 1,
2000, was 1,018,800.

                     Documents incorporated by reference:     None



                                       2
<PAGE>


                   TABLE OF CONTENTS - 1999 FORM 10-KSB REPORT

                                                                       Page
                                                                      Numbers
                                                                     ----------
                                     PART I

Item   1.      Business                                                    4

Item   2.      Properties                                                  9

Item   3.      Legal Proceedings                                           9

Item   4.      Submission of Matters to a Vote of Security Holders         9

                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters                                         9

Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations                        10

Item   7.      Financial Statements                                       10

Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                        10

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                        11

Item  10.      Executive Compensation                                     12

Item  11.      Security Ownership of Certain Beneficial Owners
               and Management                                             12

Item  12.      Certain Relationships and Related Transactions             13

Item  13.      Exhibits and Reports on Form 8-K                           14

Signatures                                                                15


                                       3


<PAGE>


                                     PART I

Item   1.      Business

OVERVIEW

     Pangaea, Communications Inc. ("Pangaea" or the "Company") is in the process
of designing,  producing and marketing what Company management  believes will be
the most unique and successful  online memorial company to date. The first phase
of the Company's  marketing  will involve  making people aware of the product by
utilizing  independent  funeral homes,  mailings and  telemarketing.  Management
believes that a five percent (5%) penetration with the mailer is possible.  This
will be supported by a strong advertising campaign that is meant to `BRAND' name
the  Pangaea  Logo on  television,  on print,  and on the  Internet.  Management
believes it will have an edge over the  competition due in part to its intent to
have higher quality work,  lower cost and strategy for  decreasing  overhead and
programming  time. The Company's  initial growth strategy will include targeting
independently-owned  funeral  homes in major  metropolitan  areas,  beginning in
Phoenix,  Arizona.  In order to stimulate  industry use, the Company  intends to
initially  offer very high  commission  rates with  exclusive  contracts  to new
clients  in new  markets.  With the proper  arrangement,  having  funeral  homes
selling the product can cut employee, phone, and space overhead costs.

     Management  believes  that  Pangaea  will become the most  dominant  online
memorial service in the world through the  implementation  of a series of unique
strategies.   By  aligning  the  Company  with  the  extremely  large  group  of
independent  funeral homes, the product will have a great visibility  during the
at-need sales time. By using mailers and telemarketing, the Company will capture
the pre-need/post-need  markets. Management believes that, with the rising costs
of funerals,  the increase use of cremations and the  fragmentation  of families
around the  country/world,  an online  memorial from Pangaea,  Inc. will provide
families with an inexpensive solution to mourn the loss of a loved one.

     Pangaea  intends to build tools to automate  most of the memorial  creation
but still  give it that  personal  touch.  Also,  these  tools will allow for an
immediate  temporary memorial to be placed on its website while the family waits
for the full  memorial to be built.  Management  believes that its business plan
will solve the problem of finding  leads to sell this service to and will create
ways in which to cut down on the already low cost of doing business.

BUSINESS

     Pangaea intends to implement an easy-to-use  online memorial  Internet site
that will offer a way for entire families that are scattered across the world to
come  together  at a time of need.  It will allow  families  to  continue  their
healing  process far after the tragic  moment has  occurred.  All of this in the
private  comfort  of  their  own  home  at  anytime.  Pangaea  will  perform  an
inexpensive  service in the face of rising funeral costs.  Now, someone does not
need to live in the state,  city or even country of the loved one to visit their
memorial and say something to them.


                                       4
<PAGE>


     Pangaea  will  use  the  proven  technology  of the  Internet,  experienced
management,  and systems that are being designed specifically for conducting its
own business.  There are no  off-the-shelf,  pre-packaged  software  products or
outdated  management  structures  to hash  through.  There are only open  minds,
powerful  technology,  motivation  and vision to carry the company and its goals
forward. Through the use of a strong advertising campaign,  mailings followed up
by  phone  calls,  and  thousands  of  funeral  homes  displaying  the  product,
management believes that this service will be the next best thing in the funeral
industry.

"A Celebration of Life"
-----------------------
     The  Company's  Online  Memorial  will feature four  different  packages of
memorials and several optional add-ons.  With a sound technical  infrastructure,
special funeral home relationships,  an innovative sales and marketing strategy,
and a management team that is second to none, Pangaea, Inc. is staging itself to
be a dominant force in reshaping how we celebrate life.

     With the Internet  paradigm in its infancy,  and Pangaea  already  having a
sound  business  plan for  expanding,  all that is left in order to achieve  the
Company's final goals is to increase  awareness of the service to the masses and
`BRAND' name Pangaea.

Innovative Features
-------------------
     GUEST  OPTIONS - Pangaea will allow each  memorial site to have its own set
of guest options which will include sending an email to the family to lighting a
candle in  remembrance  of the loved one.  This will allow family and friends to
leave their mark just as someone  might leave  flowers at a grave  stone.  Aside
from  leaving  flowers,  lighting a candle or sending an email to the family,  a
guest  will be able to leave  their  name in a  guestbook  with a message to the
loved one for all to see.  The  Company  feels  this  will  prove to be the most
popular  activity  for both the  family and the  guests.  Other  future  options
include a forum  where the  family  can talk to the  guests  through a series of
posted  messages  to being  able to place a  donation  to a charity in the loved
one's name.

     USER FRIENDLY  INTERFACE - The interface that Pangaea  intends to deploy is
the  result  of many  revisions  based  on user  feedback.  The  site  will be a
comfortable combination of technology, bells and whistles and user friendliness.
Many  websites are utilizing  features that make it more  difficult for a novice
web surfer to find their way around the site. Some of the most recent interfaces
have adopted  technology  that  eliminates a percentage  of Internet  users from
accessing  their site at all.  The Company is sensitive to the needs and desires
of the mass public and is designing  its  interfaces  to ensure that  usability,
fast download speeds and helpful features come first.



                                       5
<PAGE>



     FAST LOADING  GRAPHICS  TECHNOLOGY - Pangaea is designing its website using
specialized  methods for reducing the size of graphics while enhancing the image
that users see on their  screens.  Utilizing  this  process will give Pangaea an
edge on the  competition  and,  when coupled with the  advanced  technology  and
computer  systems  that the site will be built on,  will put the site within the
top few percent of fast loading sites.

The Five Elements of Success
----------------------------
     The management of the Company believes that it has determined the five most
important features to make Pangaea a success.

     * Great Advertising and Marketing.
     * Strong Brand Name Campaign.
     * Great Penetration from Mailings and Telemarketing.
     * New Service/Options Expansion Capabilities.
     * Tools Development Equals Less Overhead.


At-Need Sales through Funeral Homes - Revenue Source 1
------------------------------------------------------
     AT-NEED - The  Company's  website will contract  with  independent  funeral
homes to sell the memorial to grieving  families at the time of need.  Cremation
has increased considerably in the funeral industry, especially in urban markets,
and with that, the cost of funerals has decreased.  The funeral homes are making
less money on less costly  sales.  An add-on like an online  memorial to already
inexpensive  cremation funeral is very attractive to the funeral homes.  Initial
research  has  indicated  that  many  independent  funeral  homes  would be very
interested in another option to sell.

Mailings and Telemarketing Sales - Revenue Source 2
---------------------------------------------------
     MAILINGS - Pangaea  will mail out mass  flyers and  information  packets on
services that the Company will offer.  This tactic will allow the  telemarketing
side of sales an `IN' when  contacting a potential  customer.  The mailings will
generate sales and leads in their own regard and will be an inexpensive  revenue
source.  It is assumed  that a 3%  penetration  from  straight  mailings is very
possible.

     TELEMARKETING  - Although  Pangaea will mail out many flyers that  generate
sales, the mailings are meant for the  telemarketing  sales team to have an `IN'
when contacting a potential  customer.  Management  believes that a mass mailing
followed  up with a phone  call to answer any  questions  they might have on the
service will  increase the  penetration  of the mailing from 3% to 5% or even as
high as 8%. The call will include answering questions of the service and showing
why this service is done.




                                       6
<PAGE>



     ADVERTISING AND MARKETING STRATEGY - Pangaea believes that to truly grab as
much market  share as  possible,  a great deal of money will need to be spent on
advertising  and  marketing to `BRAND'  name the  service.  Many of the thoughts
behind  this  decision  have been the  product of long  standing  principals  of
business  and past  experiences  from  other  careers.  One such  example is the
general  philosophy  behind  advertising  and  marketing.  At the  onset  of the
Internet  revolution,  many companies  believed that this magical new medium was
the beginning of a revolution in marketing,  mostly  associated with the expense
of reaching  consumers.  Through careful analysis and experience that spans back
to the  beginning  of the  consumer  awareness of the  Internet,  the  Company's
management  strongly  believes  that in order to attract the volume of customers
that make a business  venture highly  successful,  a great deal of money must be
spent on wise  marketing  efforts.  Management  realizes  that the  Internet  is
capable of helping to attract  customers  who might not  otherwise  offer  their
loyal business, but the masses still respond to the age old methods of branding,
value propositions and exposure.

     Pangaea  believes  that with its  service,  advertising  can be done in and
around its industry to much higher degree then to the mass media. The Company is
making  relationships with funeral homes to carry the service or, at least, hand
out flyers when they sell a funeral  service.  This will  greatly  increase  the
Pangaea name at a fraction of the cost of traditional means. Industry magazines,
newspapers,  and  Infomercials are all valid mediums to get the branding Pangaea
is looking for.

     CROSS  PROMOTIONAL  TRAFFIC AND CO-OP  ADVERTISING  - The only right way to
cross  promote  products  on its future  website is through  relationships  with
different  companies.  Pangaea  has  begun to seek a  partnership  with a flower
company so customers and guests are able to send flowers to a family.  Likewise,
other similar products will also be totted such as religious  symbols and cards.
Also,  certain charities will be represented so donations to them can be make in
a loved one's name. All of these  partnerships  will allow for free  advertising
done on the both sides as well as a percentage  of the sale going to Pangaea for
handling the transaction or generating the lead.

     MARKETING  PROPOSALS  - Pangaea  staff  intends  to work  with the  leading
Internet  advertising  companies  to  create  and  maintain  the most  effective
advertising  campaigns to drive  traffic and  potential  customers to the future
website.  These will be  advertising  agencies that are  competitive  and retain
their clients through one method, creating the best advertising response for the
money.  Currently,  experts in all forms of advertising media including Internet
Banner placement and sponsorship  programs,  print  advertising,  TV, radio, and
direct mail, are developing the advertising  rollout  strategies for the Pangaea
service.

     PANGAEA  MARKETING - Pangaea is designing its own  comprehensive  marketing
campaign.  The  corporate  campaign is  targeting  to  establish  Pangaea as the
leading  online  memorial  website on the  Internet.  Equally as  important  and
critical to the long term success of Pangaea,  is the Company's  effort to brand
Pangaea as a "Celebration of Life".



                                       7
<PAGE>



     HARNESSING THE POWER OF THE INTERNET - Management believes that Pangaea has
the potential to become the largest memorial in the world.  Pangaea will be open
24 hours a day, 365 days a year and will be accessible  by anyone  regardless of
their location, their physical disposition,  gender, nationality or location. It
will be  capable of  hosting  millions  of  memorials  that can be seen  always.
Pangaea will never close  because of weather,  nightfall,  holidays or any other
reason.  It will not be effected by regional,  seasonal national  economies,  or
politics of  demographics.  It is summer in the world somewhere all the time. It
is peaceful in the world  somewhere all the time.  The economy is good somewhere
in  the  world  all  the  time.  From  all of  these  places,  in all  different
conditions,  whether the guest is in a hotel,  an airplane,  or a taxi,  Pangaea
will always be there to be seen.

Add-on and Option Sales - Revenue Source 3
------------------------------------------
     ADD-ON SALES - Pangaea is designing the online  memorials to be upgradeable
by guests to the site. As family and friends move about a memorial, they will be
able to upgrade or add on to the site with different options that are available.
This,  of course,  will need to be approved  by the  original  purchaser  of the
memorial.  Add-ons  that  will be  available  to the site  will  include  adding
pictures and text,  adding a photo gallery page,  adding sound and/or audio, and
adding special moving effects.

     OPTION  SALES - Along  with  guests  to the site  being  able to add onto a
memorial,  Pangaea will follow up memorial sales with another phone call to make
sure the customer is satisfied  with the design and layout.  Customers will then
be given a chance  to  add-on  other  options  at a small  discount  to make the
tribute a bit more  special.  Add-ons  that will be  available  to the site will
include  adding  pictures and text,  adding a photo gallery  page,  adding sound
and/or audio, and adding special moving effects.

Renewal Sales - Revenue Source 4
--------------------------------
     RENEWAL SALES - An online memorial  purchased at Pangaea will be active for
five years from the time of purchase.  After that point,  the  customer  will be
contacted about a renewal fee to keep the memorial up for another five years for
$50.00. Likewise, the customer will be able to place that fee towards an upgrade
to the memorial  site.  The fifty dollars will be basically all profit minus the
cost of contacting the customer. Allowing them to use it towards an upgrade will
be done to increase interest in the memorial again. Increased interest will mean
more traffic to Pangaea.  Also,  customers will be able to pay a one time fee to
keep the  memorial  active for twenty  years for only $150  dollars and for $300
dollars will keep it active for the entirety of Pangaea.


                                       8
<PAGE>


Item   2.      Properties

The Company's  executive and administrative  offices are located at 104 Prospect
Hill Street,  Newport,  RI 02840. The Company pays no rent for use of the office
and does not believe  that it will  require any  additional  office space in the
foreseeable  future  in  order to carry  out its  plan of  operations  described
herein.


Item   3.      Legal Proceedings

Pangaea is not currently a party to any pending legal proceedings.


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

Not applicable.

                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters

The Company registered its common stock on a Form 10-SB  Registration  Statement
on a voluntary  basis,  which became  effective  on February 22, 2000.  There is
currently  no market  for  Pangaea's  securities.  Pangaea  has never  paid cash
dividends on its common stock.  Payment of future  dividends  will be within the
discretion  of  Pangaea's  Board of  Directors  and will depend on,  among other
factors, retained earnings, capital requirements and the operating and financial
condition of Pangaea.

Recent Sales of Unregistered Securities.

     In March 1999,  Pangaea  issued 900,000 shares of common stock to Appletree
and 100,000  shares of common stock to Page One.  The  purchase  price for these
shares was $0.001 per share.  The  purchases  were made  pursuant  to a Rule 504
Private Placement Offering. There was no underwriter or placement agent involved
in the offer or sale of these securities and there was no public solicitation or
advertisement  by  Pangaea  in  connection  with  the  offer  or sale  of  these
securities.   The   foregoing   issuances  of  common  stock  were  exempt  from
registration  under of the  Securities  Act of 1933,  as  amended,  pursuant  to
Section 4(2) thereof.


                                       9
<PAGE>


Item   6       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 Registration  Statement.  For the period since inception  (September 15,
1998) through  December 31, 1999,  during the Company's  development  stage, the
Company has a zero cash balance, and has generated a net loss of ($1,114).


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 its Common Stock, 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.

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.


Item   7.      Financial Statements

The financial  statements and  supplemental  data required by this Item 7 follow
the index of financial statements appearing at Item 13 of this Form 10-KSB.


Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure

Not applicable.



                                       10
<PAGE>

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act

The following table sets forth certain information with respect to the directors
and executive officers of Pangaea.

Name                                  Age(1)        Position
----                                  ------        --------
George Todt                            46           Director

James Walters                          45           President, Vice President
                                                    and Treasurer

Betsy Rowbottom                        28           Secretary

----------------------------
(1)  The ages of Messrs.  Todt and  Walters and Ms.  Rowbottom  are listed as of
     December 31, 1999.

     Our director and executive  officers  devote such time and attention to the
affairs of Pangaea as they believe reasonable and necessary.  Set forth below is
a description of the background of our director and executive officers.

     GEORGE A. TODT was the President from inception until November 30, 1999. He
has been the sole director since the inception of Pangaea.  Since 1996, Mr. Todt
has been a managing  member of  PageOne  Business  Productions,  LLC, a Delaware
limited liability  company.  From 1990 to 1995, Mr. Todt was the chief executive
officer of REPCO,  Inc.,  a  worldwide  designer  and  builder of  environmental
facilities.


     JAMES  WALTERS  has  been  the  President  since  November  30,  1999,  and
Vice-President  and the Treasurer of Pangaea since its inception.  For more than
20 years, Mr. Walters has been engaged as a certified public accountant with the
Los Angeles, California-based firm of Kellogg & Andelson.

     BESTY  ROWBOTTOM  became  Secretary  of Pangaea in June 1999.  She has been
employed by PageOne since 1997 and has served as its Vice President  since March
1999.  From  1994 to  1997,  Ms.  Rowbottom  served  as a  talent  agent  at HSI
Productions, a Chicago, Illinois-based video production company.


                                       11
<PAGE>


     Our board of directors currently consists of one member, who serves in such
capacity  for a  one-year  term or until  his  successor  has been  elected  and
qualified,  subject to  earlier  resignation,  removal  or death.  The number of
directors constituting the board of directors may be increased or decreased (but
not below the minimum  number  required by applicable  law) from time to time by
resolution of the board of directors.  Our officers  serve at the  discretion of
the board of directors, subject to any effective contractual arrangements.

                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires that the Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered class of the Company's equity securities, file reports of ownership
and changes in  ownership  with the  Securities  and  Exchange  Commission.  The
Company was not subject to the  reporting  requirements  of Section 16(a) during
fiscal 1999.


Item  10.      Executive Compensation

Consistent with our present policy,  no director or executive officer of Pangaea
receives  compensation  for  services  rendered to the company.  However,  these
persons are entitled to be reimbursed  for expenses  incurred by them in pursuit
of our business objectives.


Item  11.      Security Ownership of Certain Beneficial Owners
               and Management

The  following  table sets forth as of  December  31, 1999  certain  information
relating to the ownership of the common stock.

Name and Address of                    Amount and Nature of         Percent of
Beneficial Owner (1)                 Beneficial Ownership (2)        Class (2)
--------------------                 ------------------------       ----------

Appletree Investment Company, Ltd          1,018,800(3)               100.00%

PageOne Business Productions, LLC            109,400                   10.00%

George Todt                                  109,400(4)                10.00%

Besty Rowbottom                              109,400(4)                10.00%

James Walters                                109,400(4)                10.00%

All officers and directors as a group        109,400(4)                10.00%
(3 persons)


                                       12
<PAGE>


------------------------

(1)  Unless otherwise indicated,  the address of each beneficial owner is in the
     care of Pangaea Communications, Inc., 104 Prospect Hill Street, Newport, RI
     02840.

(2)  Unless otherwise indicated,  Pangaea believes that all persons named in the
     table have sole voting and  investment  power with respect to all shares of
     common  stock  beneficially  owned by them.  A person  is  deemed to be the
     beneficial  owner of securities which may be acquired by such person within
     60 days from the date of this  registration  statement upon the exercise of
     options,  warrants  or  convertible  securities.  Each  beneficial  owner's
     percentage of ownership is determined by assuming all options,  warrants or
     convertible  securities  that are held by such  person (but not held by any
     other person) and which are  exercisable or  convertible  within 60 days of
     this  registration  statement have been exercised or converted.  Percent of
     Class (third  column  above)  assumes a base of 1,018,800  shares of common
     stock outstanding as of December 31, 1999.

(3)  Consists of 909,400 shares held of record by Appletree  Investment Company,
     Ltd.,  an Isle of Man  corporation,  and  109,400  shares held of record by
     PageOne Business Productions, LLC, a Delaware limited liability company, of
     which Appletree is a managing member.

(4)  Consists solely of 109,400 shares of common stock held by PageOne  Business
     Productions,  LLC, a Delaware limited liability  company,  of which Messrs.
     Todt and Walters are managing
     members and Ms. Rowbottom is Vice President.


Item  12.      Certain Relationships and Related Transactions

In March 1999,  Pangaea  issued  100,000  shares of common stock to Page One, of
which George Todt and James  Walters are managing  members and Ms.  Rowbottom is
Vice President. The purchase price for these shares was $0.001 per share.




                                       13
<PAGE>


Item  13.      Exhibits and Reports on Form 8-K

(a)(1) The  following  financial  statements  are contained on Pages F-1 through
       F-7:

          Report of  Independent  Auditors,  Weinberg & Company P.A.,  Certified
          Public Accountants, dated April 10, 2000.

          BALANCE SHEET AS OF DECEMBER 31, 1999

          STATEMENTS OF OPERATIONS  FOR THE YEAR ENDED DECEMBER 31, 1999 AND FOR
          THE PERIOD FROM SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 1999

          STATEMENT OF CHANGES IN  STOCKHOLDERS'  DEFICIENCY FOR THE PERIOD FROM
          SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 1999

          STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED  DECEMBER 31, 1999 AND FOR
          THE PERIOD FROM SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 1999

          NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999


(a)(3)   Exhibits

          The following exhibits are filed with this report.

3.1.1     Amended  and  Restated   Articles  of   Incorporation   of  Registrant
          (incorporated  herein  by  reference  to  the  Company's  Registration
          Statement on Form 10-SB 12(g), File No. 000-28639)

3.2.1     ByLaws  of  Registrant   (incorporated  herein  by  reference  to  the
          Company's  Registration  Statement  on  Form  10-SB  12(g),  File  No.
          000-28639)

27.1     Financial Data Schedule*

              *Previously filed

(b)      Reports on Form 8-K.

         None.


                                       14
<PAGE>



                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors of:
 Pangaea Communications, Inc.
 (A Development Stage Company)

We have audited the accompanying balance sheet of Pangaea  Communications,  Inc.
(a development stage company) as of December 31, 1999 and the related statements
of operations,  changes in stockholders'  deficiency and cash flows for the year
then ended and for the period from  September 15, 1998  (inception)  to December
31, 1999.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all
material  respects,  the financial position of Pangaea  Communications,  Inc. (a
development  stage  company) as of  December  31,  1999,  and the results of its
operations  and its cash flows for the year then  ended and for the period  from
September  15, 1998  (inception)  to  December  31,  1999,  in  conformity  with
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the  Company  is a  development  stage  company  without
operations and has had  accumulated  operating  losses of $1,114 since inception
and a working capital  deficiency of $95. These factors raise  substantial doubt
about its ability to continue as a going  concern.  The financial  statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.


                                        WEINBERG & COMPANY, P.A.

Boca Raton, Florida
April 10, 2000

                                      F-1

<PAGE>

                          PANGAEA COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                             AS OF DECEMBER 31, 1999





                                     ASSETS

TOTAL ASSETS                                                            $    -
                                                                        =======

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES
  Loan payable - related party                                          $    95
                                                                        -------

     TOTAL LIABILITIES                                                       95
                                                                        -------

STOCKHOLDERS' DEFICIENCY

  Preferred stock, $.001 par value, 8,000,000 shares
   authorized, none issued and outstanding                                  -
  Common stock, $.001 par value, 100,000,000 shares
   authorized, 1,018,800 issued and outstanding                           1,019
  Accumulated deficit during development stage                           (1,114)
                                                                        -------

     TOTAL STOCKHOLDERS' DEFICIENCY                                         (95)
                                                                        -------

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









                 See accompanying notes to financial statements.

                                      F-2


<PAGE>


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



                                              For the Year    September 15, 1998
                                            Ended December     (Inception) to
                                                31, 1999       December 31, 1999
                                            --------------    ------------------

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

EXPENSES

   Accounting fees                                  500                500
   Bank service charge                               95                 95
   Consulting fees                                  -                   19
   Legal fees                                       500                500
                                              ---------          ---------

NET LOSS                                      $  (1,095)         $  (1,114)
                                              =========          =========

NET LOSS PER SHARE
 BASIC AND DILUTED                            $ (0.0015)         $ (0.0019)
                                              =========          =========

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING DURING THE PERIOD
BASIC AND DILUTED                               753,047            585,396
                                              =========          =========





                 See accompanying notes to financial statements.

                                      F-3

<PAGE>


                          PANGAEA COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
     FOR THE PERIOD FROM SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 1999

<TABLE>
<CAPTION>

                                                                            Deficit
                                                                          Accumulated
                                                     Common Stock           During
                                                 ---------------------    Development
                                                  Shares      Amount         Stage         Total
                                                 ---------   ---------    -----------    ---------

<S>                                              <C>         <C>          <C>            <C>
Common stock issuance for services                  18,800   $     19     $      -       $      19

Net loss for the year ended December 31, 1998          -           -            (19)         (19)
                                                 ---------   ---------    ---------      ---------

Balance, December 31, 1998                          18,800          19          (19)           -

Common stock issued for cash                     1,000,000       1,000          -            1,000

Net loss for the year ended December 31, 1999          -           -         (1,095)        (1,095)
                                                 ---------   ---------    ---------      ---------

BALANCE AT DECEMBER 31, 1999                     1,018,800   $   1,019    $  (1,114)     $     (95)
                                                 =========   =========    =========      =========
</TABLE>











                 See accompanying notes to financial statements.

                                      F-4

<PAGE>


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


                                                                     September
                                                    For the Year      15, 1998
                                                        Ended       (Inception)
                                                      December      To December
                                                      31, 1999        31, 1999
                                                     ----------     -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                           $(1,095)        $(1,114)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
   Stock issued for services                              -                19
                                                      -------         -------

   Net cash used in operating activities               (1,095)         (1,095)
                                                      -------         -------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
   Loan payable - related party                            95              95
   Proceeds from issuance of common stock               1,000           1,000
                                                      -------         -------

  Net cash provided by financing activities             1,095           1,095
                                                      -------         -------

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.

                                      F-5

<PAGE>

                          PANGAEA COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

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 December 31, 1999, the Company had
          not yet commenced any revenue-generated  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)  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.

         (C)  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.

         (D)  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 expense or benefits  due to the Company not having
         any material operations for the year ended December 31, 1999.

                                      F-6

<PAGE>
                          PANGAEA COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 1999

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         (E)  Loss Per Share

         Net loss per common share for the year ended  December 31, 1999 and for
         the period from September 15, 1998  (inception) to December 31, 1999 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 December  31,
         1999.

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 December 31,
         1999.

         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 December 31, 1999 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
          had accumulated  losses of $1,114 since  inception,  a working capital
          deficiency of $95, 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. F-7
<PAGE>



                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                          PANGAEA COMMUNICATIONS, INC.


                                /s/ James Walters
                           By: -----------------------
                               James Walters
                               President


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

     Signature                          Title                      Date

/s/ George A. Todt                Director                   April 13, 2000



/s/ James Walters                 President, Treasurer,      April 13, 2000
                                  Chief Financial Officer


                                       15