UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended: March 31, 2001                 Commission File Number 0-28447
                   --------------                                        -------



                                VILLA PASTA, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


           COLORADO                                    84-1313551
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


581 County Line Road, Suite B, Palmer Lake, Colorado                   80133
----------------------------------------------------                 ----------
(Address of principal executive offices)                             (Zip code)

                                 (719) 481-6815
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                     (Former name, former address and former
                  fiscal year, if changed since last report.)

Indicate by check 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 (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                   Yes X        No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common stock, no par value                          1,155,000
--------------------------           -------------------------------------------
       Class                         Number of shares outstanding at May 5, 2001

--------------------------------------------------------------------------------
                     This document is comprised of 10 pages.

<PAGE>

FORM 10-QSB
1ST QUARTER

                                      INDEX

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION
         Item 1.  Financial Statements *

         Condensed balance sheet, March 31, 2001 (Unaudited) ...............  3

         Condensed statements of operations, three months ended
              March 31, 2001 (Unaudited) and 2000 (Unaudited) ..............  4

         Condensed statements of cash flows, three months ended
              March 31, 2001 (Unaudited) and 2000 (Unaudited) ..............  5

         Notes to condensed financial statements (Unaudited) ...............  6

         Item 2.  Management's Discussion and Analysis .....................  7

PART II - OTHER INFORMATION ................................................  7

         Item 1.  Legal Proceedings
         Item 2.  Changes in Securities
         Item 3.  Defaults Upon Senior Securities
         Item 4.  Submission of Matters to a Vote of Security Holders
         Item 5.  Other Information
         Item 6.  Exhibits and Reports on Form 8-K

         Signatures ........................................................  8


*  The  accompanying  financial  statements  are not covered by an Independent
   Certified Public Accountant's report.

2
<PAGE>

Part I. Item 1. Financial information
------          ---------------------

                                VILLA PASTA, INC.

                             Condensed Balance Sheet
                                   (Unaudited)

                                 March 31, 2001

                                     ASSETS

Current assets:
         Cash ....................................................   $ 1,516
         Accounts receivable .....................................     6,209
         Inventories, at lower of cost or market .................    14,438
                                                                     -------
                                            Total current assets      22,163

Property and equipment, less accumulated depreciation
         of $19,786 ..............................................     1,575
Other assets .....................................................     1,139
                                                                     -------
                                                                     $24,877
                                                                     =======

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
         Accounts payable ........................................   $ 7,300
         Due to officer (Note B) .................................       367
         Note payable ............................................     2,000
         Accrued interest payable ................................        64
         Accrued expenses ........................................     2,079
                                                                     -------
                                       Total current liabilities      11,810
                                                                     -------

Shareholders' equity:
         Preferred stock, no par value; 5,000,000 shares
             authorized; -0- shares issued and outstanding .......         -
         Common stock, no par value; 50,000,000 shares
            authorized; 1,155,000 shares issued and outstanding...    84,775
         Retained deficit ........................................   (71,708)
                                                                     -------
                                      Total shareholders' equity      13,067
                                                                     -------
                                                                     $24,877
                                                                     =======
            See accompanying notes to condensed financial statements

3
<PAGE>

<TABLE>
                                VILLA PASTA, INC.

                       Condensed Statements of Operations
                                   (Unaudited)

<CAPTION>
                                                                               Three Months Ended
                                                                                    March 31,
                                                                               2001            2000
                                                                            -----------    -----------
<S>                                                                         <C>            <C>
Net sales ...............................................................   $    17,526    $    15,640
Cost of sales ...........................................................         8,907          7,084
                                                                            -----------    -----------
                                                             Gross profit         8,619          8,556

Selling, general and administrative expenses ............................        19,630         11,108
                                                                            -----------    -----------
                                                           Operating loss       (11,011)        (2,552)

Income taxes (Note C) ...................................................             -              -
                                                                            -----------    -----------

                                                                 Net loss   $   (11,011)   $    (2,552)
                                                                            ===========    ===========

Basic loss per common share .............................................   $         *    $         *
                                                                            ===========    ===========
Weighted average common shares outstanding ..............................     1,155,000      1,155,000
                                                                            ===========    ===========
</TABLE>

*  Less than $.01 per common share

            See accompanying notes to condensed financial statements

4
<PAGE>

<TABLE>
                                VILLA PASTA, INC.

                       Condensed Statements of Cash Flows
                                   (Unaudited)
<CAPTION>

                                                                    Three Months Ended
                                                                        March 31,
                                                                   --------------------
                                                                     2001        2000
                                                                   --------    --------
<S>                                                                <C>         <C>
                                  NET CASH (USED IN) PROVIDED BY
                                            OPERATING ACTIVITIES   $ (3,761)   $  1,923
                                                                   --------    --------

FINANCING ACTIVITIES
              Repayments to members/officers (Note B) ..........     (3,777)       (840)
                                                                   --------    --------
                                              NET CASH (USED IN)
                                            FINANCING ACTIVITIES     (3,777)       (840)
                                                                   --------    --------

NET CHANGE IN CASH .............................................     (7,538)      1,083

Cash, beginning of period ......................................      9,054      36,084
                                                                   --------    --------

CASH, END OF PERIOD ............................................   $  1,516    $ 37,167
                                                                   ========    ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

              Cash paid for interest ...........................   $      -    $      -
                                                                   ========    ========
              Cash paid for income taxes .......................   $      -    $      -
                                                                   ========    ========
</TABLE>

            See accompanying notes to condensed financial statements

5
<PAGE>

                                VILLA PASTA, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A: Presentation and reorganization
        -------------------------------

Basis of presentation
The  financial  statements  presented  herein have been prepared by Villa Pasta,
Inc.  (the  "Company") in accordance  with the  accounting  policies in its Form
10-KSB dated December 31, 2000 and should be read in conjunction  with the notes
thereto.

In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  adjustments)  which are necessary to provide a fair  presentation  of
operating  results for the interim period  presented have been made. The results
of  operations  for the three  months  ended March 31, 2001 are not  necessarily
indicative of the results to be expected for the year.

Interim financial data presented herein are unaudited.

Note B: Related party transactions
        --------------------------

At December 31, 2000,  $4,144 was owed to an officer of the Company.  During the
three months ended March 31, 2001, the Company repaid the officer $3,777,  which
reduced the obligation to $367 at March 31, 2001.

Note C: Income taxes
        ------------
The Company  records its income taxes in accordance  with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the three months ended March 31, 2000 resulting in a
deferred tax asset, which was fully allowed for; therefore,  the net benefit and
expense resulted in $-0- income taxes.

6
<PAGE>


Part I. Item 2. Management's Discussion and Analysis
------          ------------------------------------

                                   VILLA PASTA

RESULTS OF OPERATIONS
---------------------
Sales  increased  from the first  quarter of 2000 to the first  quarter of 2001,
approximately 12 percent.  Management believes substantial  additional marketing
is necessary to raise sales  significantly.  However,  the Company currently has
little capital  available for that purpose.  It is  anticipated  that sales will
remain  at a  constant  level for the  foreseeable  future.  Management  plan to
conduct a major  campaign  to  increase  sales to  fundraising  groups and is in
negotiations to add 25 to 50 additional Safeway grocery stores as customers.

The Company's  gross margin  decreased  from 55 percent for the first quarter of
2000 to 49 percent for the first  quarter of 2001.  The decrease in gross profit
was due to an increase in labor costs.

The  main  factors   contributing   to  the  increased   selling,   general  and
administrative  expenses  for the three  months  ended  March 31,  2001 were the
increased marketing costs and wages paid to the officer during the quarter.

As a result of the aforementioned, during the three months ended March 31, 2001,
the  Company  realized  a net loss of  $11,011  on net sales of  $17,526,  which
represents  a $8,459  increase in the net loss from the three months ended March
31, 2000, when the Company recognized a net loss of $2,552.


FINANCIAL CONDITION
-------------------
At March 31, 2001,  the Company had working  capital of $10,353,  consisting  of
current assets of $22,163 and current liabilities of $11,810. Working capital at
March 31, 2001  represented  a decrease of $10,430 from  December 31, 2000 and a
decrease of $37,556  from March 31,  2000.  At March 31,  2000,  the Company had
working  capital of $47,909,  which  consisted of current  assets of $53,744 and
current  liabilities of $5,835.  The decrease  resulted from the use of cash for
net losses incurred during the periods.

The Company has limited capitalization and working capital. Since inception, the
Company has received  approximately  $51,072 in funding from  contributions from
its  original  founders  and the sale of  securities  to  investors in a private
placement.  A portion of the working capital was spent on professional  fees and
expenses,  including  legal and  accounting  fees  incurred in  connection  with
required  filings with the Securities and Exchange  Commission.  Remaining funds
have been used by the Company to pay operating  expenses.  As a result,  limited
funds remain for additional marketing and promotion.  There is no assurance that
existing capital will be sufficient to achieve the Company's objectives.


7
<PAGE>


Management's Discussion and Analysis, Continued
-----------------------------------------------

                                   VILLA PASTA

Capital  requirements  for the next twelve  months  include cash to pay vendors,
employees,  and other general and administrative  expenses.  Management believes
the Company has sufficient assets,  pending  collection of accounts  receivable,
for that purpose for the foreseeable future.

Acquisition of additional  property and production  facilities  equipment is not
expected to represent a material expenditure in the foreseeable future.

Liabilities  of the  Company  at March  31,  2001  consisted  of trade  accounts
payable,  indebtedness to an officer and other accrued  expenses in the ordinary
course of business.  Historically,  the Company has relied on periodic  advances
from a shareholder to finance short-term capital requirements. However, there is
no assurance that that these advances will continue.  During  December 2000, the
Company  received a $2,000 loan from an  unrelated  third party with an interest
rate of 10  percent,  which  matures on  December  6, 2001.  The  Company has no
long-term  debt,  and  it is not  expected  that  long-term  borrowing  will  be
necessary in the foreseeable future.

Special note regarding forward-looking statements:
--------------------------------------------------
This report contains  forward-looking  statements  within the meaning of federal
securities   laws.   These   statements  plan  for  or  anticipate  the  future.
Forward-looking  statements  include  statements about our future business plans
and strategies,  statements about our need for working capital, future revenues,
results of  operations  and most other  statements  that are not  historical  in
nature. In this Report,  forward-looking  statements are generally identified by
the words "anticipate",  "plan", "believe",  "expect", "estimate", and the like.
Investors are cautioned not to put undue reliance on forward-looking statements.
Except as otherwise  required by applicable  securities  statues or regulations,
the  Company  disclaims  any  intent  or  obligation  to update  publicly  these
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise. Because forward-looking statements involve future risks and
uncertainties,  these are  factors  that could  cause  actual  results to differ
materially from those expressed or implied.

8
<PAGE>


                                   VILLA PASTA

PART II - OTHER INFORMATION Items 1 through 5 - No response required.

Item 6 - Exhibits and reports on Form 8-K.

         Exhibits - None.

         There were no reports on Form 8-K.


9
<PAGE>


SIGNATURES


The  financial   information  furnished  herein  has  not  been  audited  by  an
independent accountant;  however, in the opinion of management,  all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the three months ended March 31, 2001 have been
included.

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.







                                                    VILLA PASTA, INC.
                                                       (Registrant)


DATE:    May 4, 2001                                BY: /s/ Craig Van Scoten
         -----------                                    ------------------------
                                                             Craig Van Scoten
                                                             President

10