SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                   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 31,2000.


                        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.)

               29160 Heathercliff Road, Suite 300, Malibu CA 90265
           -----------------------------------------------------------
                    (Address of principal executive offices)

       Registrant's telephone number, including area code (310) 457-8167



           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. [ ]

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 31,
2001, was 1,018,800.

                     Documents incorporated by reference:     None



                                       2



<PAGE>




                   TABLE OF CONTENTS - 2000 FORM 10-KSB REPORT

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

Item   1.      Business                                                    4

Item   2.      Properties                                                  8

Item   3.      Legal Proceedings                                           8

Item   4.      Submission of Matters to a Vote of Security Holders         8

                                     PART II

Item   5.      Market for Registrant's Common Equity and Related
               Stockholder Matters                                         8

Item   6       Management's Discussion and Analysis of Financial
               Condition and Results of Operations                         9

Item   7.      Financial Statements                                        9

Item   8.      Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosure                         9

                                    PART III

Item  9.       Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a)
               of the Exchange Act                                        10

Item  10.      Executive Compensation                                     11

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

Item  12.      Certain Relationships and Related Transactions             12

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

Signatures                                                                14


                                       3

<PAGE>

                                     PART I

Item   1.      Business

OVERVIEW

     Pangaea,  Communications  Inc.  ("Pangaea"  or the  "Company")  intends  to
design,  produce and markete 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 a dominant  online  memorial
service 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.


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 will design its interfaces to ensure that usability, fast
download speeds and helpful features come first.

                                       5

<PAGE>


     FAST LOADING  GRAPHICS  TECHNOLOGY - Pangaea  intends to design 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.

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
intends to make  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.







                                       7


<PAGE>


Item   2.      Properties

The  Company's  executive  and  administrative  offices  are  located  at  29160
Heathercliff  Road,  Suite 300,  Malibu,  California  90265.  The Company shares
office  facilities with a stockholder and incurred rent expense of approximately
$9,200 for use of the office  facilities  in fiscal  2000.  The Company 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.

         Not applicable


                                       8



<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.

As of December 31, 2000 the Company has not yet commenced any revenue-generating
operations  and activity to date relates to the  Company's  formation,  proposed
fund raising and business plan development and activities  related to its status
as a reporting  company.  For the period since  inception  (September  15, 1998)
through December 31, 2000, during the Company's  development  stage, the Company
has a zero cash balance, and has generated a net loss of $30,214.

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 1,018,800 shares of Common Stock for net proceeds of $1,000
and the contribution to additional  paid-in capital of a loan payable of $29,195
from a  stockholder.  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 year ended December 31, 2000 were funded by
the stockholder loan referred to above.

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.


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.



                                       9

<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                            47           Director and Secretary

James Walters                          46           President, Vice President
                                                    and Treasurer

----------------------------
(1) The ages of Messrs. Todt and Walters are listed as of December 31, 2000.

     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 and Secretary  since
May 24,  2000.  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.


     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.


                                       10

<PAGE>


                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 following were delinquent in filings of required reports in 2000:
Appletree  Investment Company,  Ltd, PageOne Business  Productions,  LLC, George
Todt and James Walters.


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, 2000  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%

James Walters                                109,400(4)                10.00%

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


                                       11



<PAGE>


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

(1)  Unless otherwise indicated,  the address of each beneficial owner is in the
     care of Pangaea  Communications,  Inc., 29160 Heathercliff Road, Suite 300,
     Malibu
     California  90265.

(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, 2000.

(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.


Item  12.      Certain Relationships and Related Transactions

Not applicable




                                       12

<PAGE>


Item  13.      Exhibits and Reports on Form 8-K

(a)(1) The  following  financial  statements  are contained on Pages F-1 through
       F-9:

        Report of  Independent  Auditors,  Weinberg & Company P.A.,  Certified
        Public Accountants, dated May 31, 2001.

        BALANCE SHEET AS OF DECEMBER 31, 2000

        STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
        AND FOR THE PERIOD FROM SEPTEMBER 15, 1998 (INCEPTION) TO
        DECEMBER 31, 2000

        STATEMENT OF CHANGES IN  STOCKHOLDERS' EQUITY FOR THE PERIOD FROM
        SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 2000

        STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED  DECEMBER 31, 2000 AND 1999
        AND FOR THE PERIOD FROM SEPTEMBER 15, 1998 (INCEPTION) TO
        DECEMBER 31, 2000

        NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000


(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)


(b)      Reports on Form 8-K.

         None.


                                       13



<PAGE>


                         PANAGAEA COMMUNICATIONS, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                         INDEX TO FINANCIAL STATEMENTS



   INDEPENDENT AUDITORS' REPORT                                       F-2

   BALANCE SHEET AS OF DECEMBER 31, 2000                              F-3

   STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
   DECEMBER 31, 2000 AND 1999 AND FOR THE PERIOD FROM
   SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 2000                F-4

   STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE PERIOD
   FROM SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 2000           F-5

   STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
   DECEMBER 31, 2000 AND 1999 AND FOR THE PERIOD FROM
   SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 2000                F-6

   NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000              F-7








                                      F-1

<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, 2000 and the related statements
of  operations,  changes  in  stockholders'  equity and cash flows for the years
ended  December  31,  2000 and 1999 and for the period from  September  15, 1998
(inception)  to  December  31,  2000.   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 audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits 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  audits  provide  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,  2000,  and the results of its
operations and its cash flows for the years ended December 31, 2000 and 1999 and
for the period from  September  15, 1998  (inception)  to December 31, 2000,  in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  the  Company  is a  development  stage  company  without
operations  and has had  accumulated  losses of  $30,214.  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
May 31, 2001

                                      F-2

<PAGE>


                          PANGAEA COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                             AS OF DECEMBER 31, 2000



                                     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, 1,018,800 issued and outstanding                        1,019
  Additional paid-in capital                                           29,195
  Accumulated deficit during development stage                        (30,214)
                                                                  ------------

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

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





                 See accompanying notes to financial statements.


                                      F-3

<PAGE>

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




                                                                                                    For The Period From
                                                                                                     September 15, 1998
                                                  For the Year Ended       For the Year Ended         (Inception) to
                                                  December 31, 2000        December 31, 1999         December 31, 2000
                                                  ------------------       ------------------       -------------------
<S>                                               <C>                      <C>                      <C>
INCOME                                            $            -           $           -            $            -
                                                  ------------------       ------------------        ------------------
EXPENSES
   Accounting fees                                            6,400                      500                     6,900
   Bank charges                                                -                          95                        95
   Consulting fees                                             -                       -                            19
   Legal fees                                                10,800                      500                    11,300
   Office Supplies                                            2,700                    -                         2,700
   Rent                                                       9,200                    -                         9,200
                                                  ------------------       ------------------       -------------------

NET LOSS                                          $         (29,100)       $          (1,095)       $          (30,214)
--------                                          ==================       ==================       ===================

NET LOSS PER SHARE BASIC AND DILUTED              $          (0.029)       $          (0.002)       $           (0.039)
                                                  ==================       ==================       ===================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
  DURING THE PERIOD BASIC AND DILUTED                     1,018,800                  753,047                   774,462
                                                  ==================       ==================       ===================
</TABLE>





                 See accompanying notes to financial statements.


                                      F-4

<PAGE>



<TABLE>
<CAPTION>
                                                PANGAEA COMMUNICATIONS, INC.
                                                (A DEVELOPMENT STAGE COMPANY)
                                        STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                           FOR THE PERIOD FROM SEPTEMBER 15, 1998 (INCEPTION) TO DECEMBER 31, 2000



                                                                                                      Deficit
                                                                                                    Accumulated
                                                         Common Stock           Additional             During
                                                   -----------------------       Paid-In            Development
                                                   Shares         Amount         Capital                Stage          Total
                                                  ---------     -----------     -------------        -----------    -----------
<S>                                               <C>           <C>             <C>                   <C>            <C>
Common stock issued for services                     18,800     $       19      $                   $     -         $       19

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

Balance at 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)

Contribution of loan payable - stockholder             -              -                29,195             -             29,195

Net loss for the year ended December 31, 2000          -              -                  -             (29,100)        (29,100)
                                                  ---------     -----------     -------------       -----------     -----------

BALANCE AT DECEMBER 31, 2000                      1,018,800     $    1,019      $      29,195       $  (30,214)     $     -
----------------------------                      =========     ===========     ==============      ===========     ===========
</TABLE>




                 See accompanying notes to financial statements.


                                      F-5

<PAGE>

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


                                                                                                    For The Period From
                                                                                                     September 15, 1998
                                                  For the Year Ended       For the Year Ended         (Inception) to
                                                  December 31, 2000        December 31, 1999         December 31, 2000
                                                  ------------------       ------------------       -------------------
<S>                                               <C>                      <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                       $         (29,100)       $          (1,095)       $          (30,214)
   Adjustments to reconcile net loss to net
    cash used in operating activities:
    Stock issued for services                                   -                        -                          19
                                                  ------------------       ------------------       -------------------

      Net Cash Used In Operating Activities                 (29,100)                  (1,095)                  (30,195)
                                                  ------------------       ------------------       -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock                       -                      1,000                     1,000
   Loan payable - stockholder                                29,100                       95                    29,195
                                                  ------------------       ------------------       -------------------

      Net Cash Provided By Financing Activities              29,100                    1,095                    30,195
                                                  ------------------       ------------------       -------------------

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.


                                      F-6

<PAGE>


                          PANGAEA COMMUNICATIONS, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF DECEMBER 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 December 31, 2000, the Company had not
        yet commenced any  revenue-generating  operations,  and 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 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.


                                      F-7

<PAGE>

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

NOTE 1  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

        (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, 2000 and 1999.
        At December 31, 2000, the Company has a potential  deferred tax asset of
        approximately $10,300,  which has been fully reserved,  arising from net
        operating losses aggregating $30,200. (E) Loss Per Share

        Net loss per common share for the years ended December 31, 2000 and 1999
        and for the period from  September 15, 1998  (inception) to December 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 December 31, 2000 and 1999.

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.  In  addition,  the Company  was  originally
        authorized  to issue  10,000,000  shares  of  common  stock at $.001 par
        value.  The  Company  issued  909,400 and  109,400  shares to  Appletree
        Investments  Company,  Ltd.  and  PageOne  Business  Productions,   LLC,
        respectively.  No  preferred  shares were issued as of December 31, 2000
        and 1999.

                                      F-8

<PAGE>


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


NOTE 2  STOCKHOLDERS' EQUITY (continued)

        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, 2000 and 1999 give effect to
        common and  preferred  stock  amounts and par values  enumerated  in the
        restated certificate of incorporation.

        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.

NOTE 3  GOING CONCERN

        As reflected in the accompanying  financial statements,  the Company has
        had accumulated  losses of $30,214 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.

        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  being
        taken  provide  the  opportunity  for the Company to continue as a going
        concern.




                                      F-9

<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, Secretary        June 26, 2001



/s/ James Walters                 President, Treasurer,      June 26, 2001
                                  Chief Financial Officer


                                       14