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


                                   FORM 10-QSB


[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
                      For Quarter Ended September 30, 2000
                                        -------------------

[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

        For the transition period from _______________ to _______________


                         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.)


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

                                 Yes [ ]  No [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

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


Common stock,  no par value                        1,155,000
---------------------------      ----------------------------------------------
       Class                     Number of shares outstanding at November 6,2000



Traditional Small Business Disclosure Format (Check one): Yes [ ]   No [ X ]


                     This document is comprised of 10 pages.
1

<PAGE>


FORM 10-QSB
3RD QUARTER

                                      INDEX


                                                                           PAGE
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements *

Condensed balance sheet, September 30, 2000 (Unaudited)..................   3
Condensed statements of operations, three and nine months
   ended September 30, 2000 and 1999 (Unaudited).........................   4
Condensed statements of cash flows, nine months ended
   September 30, 2000 and 1999 (Unaudited)...............................   5
Notes to condensed financial statements (Unaudited)......................   6

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

PART II - OTHER INFORMATION..............................................   8

  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...............................................................   9


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

            See accompanying notes to condensed financial statements

2

<PAGE>

Part I.  Item 1.  Financial Information
-------           ---------------------


                                VILLA PASTA, INC.


                             CONDENSED BALANCE SHEET
                                   (Unaudited)
                               September 30, 2000

Assets

Current assets:
  Cash.................................................   $  12,868
  Accounts receivable..................................       6,076
  Inventories, at lower of cost or market..............      11,117
                                                          -----------
                                   Total current assets      30,061

Property and equipment, less accumlated depreciation
  of $18,629...........................................       2,732
Other assets...........................................       1,195
                                                          -----------
                                                          $  33,988
                                                          ===========

Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable.....................................   $   1,363
  Due to officer (Note B)..............................       2,263
  Accrued Expenses.....................................       3,704
                                                          -----------
                              Total current liabilities       7,330
                                                          -----------

Shareholders' equity:
  Preferred stock......................................        -
  Common stock.........................................      84,775
  Retained deficit.....................................     (58,117)
                                                          -----------
                             Total shareholders' equity      26,658
                                                          -----------
                                                          $  33,988
                                                          ===========

            See accompanying notes to condensed financial statements

3

<PAGE>


<TABLE>
                                VILLA PASTA, INC.


                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<CAPTION>

                                                            Three Months Ended              Nine Months Ended
                                                               September 30,                  September 30,
                                                          -------------------------     --------------------------
                                                             2000          1999              2000         1999
                                                          -----------   -----------     -----------   ------------

<S>                                                       <C>           <C>             <C>           <C>
Net sales..............................................   $  17,137     $   38,434      $   49,137    $   63,685
Cost of sales..........................................      16,613         24,638          25,770        32,277
                                                          -----------   -----------     -----------   ------------
                                           Gross profit         524         13,796          23,367        31,408

Selling, general and
  administrative expenses..............................      17,527         13,374          53,713        30,421
Stock-based compensation...............................        -              -               -           25,000
                                                          -----------   -----------     -----------   ------------
                                Operating (loss) income     (17,003)           422         (30,346)      (24,013)

Interest income........................................         182           -                781          -
                                                          -----------   -----------     -----------   ------------
                      (Loss) income before income taxes     (16,821)           422         (29,565)      (24,013)

Income taxes (Note C)..................................        -              -               -             -
                                                          -----------   -----------     -----------   ------------
                                      Net (loss) income   $ (16,821)    $      422      $  (29,565)   $  (24,013)
                                                          ===========   ===========     ===========   ============

Pro forma information (Note A):

  Historical (loss) income before
     income taxes......................................   $ (16,821)    $      422      $  (29,565)   $  (24,013)
  Pro forma provision for income taxes.................        -              -               -             -
                                                          -----------   -----------     -----------   ------------
                            Pro forma net (loss) income   $ (16,821)    $      422      $  (29,565)   $  (24,013)
                                                          ===========   ===========     ===========   ============


Basic and diluted loss per common share................   $   (0.01)    $     *         $    (0.03)   $   (0.02)
                                                          ===========   ===========     ===========   ============

Basic and diluted weighted average
  common shares outstanding............................   1,155,000      1,155,000       1,155,000     1,070,000
                                                          ===========   ===========     ===========   ============
</TABLE>


*Less than $.01 per common share


            See accompanying notes to condensed financial statements

4

<PAGE>

                              VILLA PASTA, INC.


                     CONDENSED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

                                                            Nine Months Ended
                                                               September 30,
                                                         -----------------------
                                                            2000          1999
                                                         ----------    ---------

    Net cash (used in) provided by operating activities  $ (23,657)    $  8,532
                                                         ----------    ---------
Cash flows from financing activities:

  Proceeds from common stock sales.....................       -          38,750
  Advances from members/officers.......................      1,281         -
  Repayments to members/officers (Note B)..............       (840)     (16,921)
                                                         ----------    ---------
              Net cash provided by financing activities        441       21,829
                                                         ----------    ---------

                                     Net change in cash    (23,216)      30,361

Cash, beginning of period..............................     36,084        4,010
                                                         ----------    ---------
                                    Cash, end of period  $  12,868     $ 34,371
                                                         ==========    =========


Supplemental disclosure of cash flow information:

  Cash paid for interest...............................  $    -        $   -
                                                         ==========    =========
  Cash paid for income taxes...........................  $    -        $   -
                                                         ==========    =========


            See accompanying notes to condensed financial statements

5

<PAGE>

                                VILLA PASTA, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

                               September 30, 2000


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, 1999 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 periods  presented are not  necessarily  indicative of the
results to be expected for the year.

Interim financial data presented herein are unaudited.


Description of operations and recent reorganization
---------------------------------------------------
Villa Pasta,  Inc. (the "Company") was incorporated in Colorado on April 6, 1999
to act as the  successor to Villa Pasta,  LLC (the  "LLC").  Effective  April 1,
1999,  the LLC  reorganized  (the  "Reorganization")  and the  existing  members
exchanged 100 percent of their membership interests for 900,000 common shares of
the Company.  This  transaction  was a  reorganization  of entities under common
control, and accordingly, it was accounted for at historical cost.


Pro forma financial information
-------------------------------

Pro forma provision for income taxes and pro forma net income.
--------------------------------------------------------------
Prior to the  reorganization,  Villa Pasta was organized as a limited  liability
company and  consequently,  was not subject to income tax. A pro forma provision
for income taxes for the nine months ended September 30, 1999 has been presented
for purposes of  comparability  as if the Company had been a taxable  entity for
all periods presented.


Note B:  Related party transactions
         --------------------------
At December 31, 1999,  $1,822 was owed to an officer of the Company.  During the
nine months ended September 30, 2000, the Company received  additional  advances
of $1,281 for working  capital and repaid the officer $840,  which increased the
obligation to $2,263 at September 30, 2000.


6

<PAGE>

                                VILLA PASTA, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

                               September 30, 2000

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 nine months ended  September 30, 2000 resulting
in a deferred tax asset, which was fully allowed for; therefore, the net benefit
and expense resulted in $-0- income taxes.

7

<PAGE>


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


                                VILLA PASTA, INC.

                               September 30, 2000

RESULTS OF OPERATIONS
---------------------
The Company operates in the specialty food industry as a maker of fine pasta and
related  products,  which  are sold in  supermarkets  and  specialty  stores  in
Colorado and other locations in the United States. The Company's  operations are
seasonal,  with the largest  percentage  of sales  occurring  during the holiday
season, the Company's fourth quarter.

During the nine months ended September 30, 2000, the Company realized a net loss
of $29,565 on revenues of $49,137.  That  represents an increase in the net loss
from the nine months ended September 30, 1999, when the Company recognized a net
loss of  $24,013.  Sales  decreased  during  the  first  nine  months of 2000 as
compared to the same period for 1999,  approximately  22.8 percent.  Payroll and
professional fees increased during the three and nine months ended September 30,
2000  as  compared  to  the  same   periods  for  1999  due  to  the   Company's
reorganization and becoming a reporting company during 1999. Management believes
substantial  additional  marketing is  necessary  to raise sales  significantly.
Management plans to increase marketing efforts beginning in January 2001.

The Company's gross margin remained constant at approximately 48 percent for the
first  three-quarters  of 2000 and 1999.  Increases in manufacturing and officer
wages and  professional  fees related to the Company's  filings  contributed  to
higher  expenses  in 2000,  which  resulted  in a higher net loss as compared to
1999.


FINANCIAL CONDITION
-------------------
At September 30, 2000, the Company had working capital of $22,731, consisting of
current  assets of $30,061  less  current  liabilities  of $7,330.  The  working
capital  balance at September 30, 2000 has decreased  $26,525 since December 31,
1999 and has decreased $32,531 since September 30, 1999. The decreases  resulted
from the net losses.

Capital  requirements  for the next twelve  months  include cash to pay vendors,
employees and other general and  administrative  expenses.  Sources of cash will
include cash sales and collection of accounts receivable.  Most of the Company's
customers are large supermarket chains or established  specialty food stores, so
bad debts has not been an issue for the Company to date.

Liabilities  of the Company at September  30, 2000  consisted of trade  accounts
payable,  indebtedness to an officer and other accrued  expenses in the ordinary
course of business.  The Company has no long-term  debt,  and it is not expected
that borrowing will be necessary in the foreseeable future. The Company plans to
rely on shareholder  advances to finance  short-term capital  requirements.  The
shareholder is also an officer of the Company.


8

<PAGE>

                                VILLA PASTA, INC.

                               September 30, 2000

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


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

         (a)  Exhibits              27 - Financial Data Schedule

            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  and nine  months  ended
September 30, 2000 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:    November 6, 2000                   BY: /s/ Craig Van Scoten
         ----------------                       --------------------
                                                    Craig Van Scoten
                                                    President

10