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: June 30, 2000                  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 August 9, 2000



                     This document is comprised of 10 pages.


<PAGE>



FORM 10-QSB

2ND QUARTER

                                              INDEX

                                                                        PAGE

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements *

Condensed balance sheet, June 30, 2000 (Unaudited).....................   3

Condensed  statements of  operations,  three months ended
    June 30, 2000 and 1999 (Unaudited) and six months ended

   June 30, 2000 and 1999 (Unaudited)..................................   4

Condensed statements of cash flows, six months ended
   June 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.

2


<PAGE>

Part I. Item 1. Financial Information


                                VILLA PASTA, INC.


                             CONDENSED BALANCE SHEET
                                   (Unaudited)
                                  June 30, 2000

                                     ASSETS


Current assets:
  Cash...............................................................$  18,223
  Accounts receivable................................................    7,971
  Inventories at lower of cost or market.............................   17,360
                                                                     -----------
                                              Total current assets      43,554

Property and equipment, less accumlated depreciation
  of $17,711.........................................................    3,650
Other assets.........................................................    1,195
                                                                     -----------
                                                                     $  48,399
                                                                     ===========

                              LIABILITIES AND SHAREHOLDERS' EQUITY


Current Liabilities:
  Accounts payable...................................................$     848
  Due to officer (Note B)............................................    1,293
  Accrued Expenses...................................................    2,180
                                                                     -----------
                                         Total current liabilities       4,321
                                                                     -----------

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...................................................  (40,697)
                                                                     -----------
                                       Total shareholders' equity       44,078
                                                                     -----------
                                                                     $  48,399
                                                                     ===========



            See accompanying notes to condensed financial statements

3

<PAGE>

<TABLE>
                                VILLA PASTA, INC.


                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<CAPTION>
                                                 Three Months Ended                     Six Months Ended
                                                        June 30,                             June 30,
                                              ----------------------------         -----------------------------
                                                 2000              1999                2000             1999
                                              -----------      -----------         ------------     ------------
<S>                                           <C>              <C>                  <C>              <C>
Net sales...............................      $   16,360       $   7,162           $    32,000      $    25,251

Cost of sales...........................           5,485           2,148                 9,157            7,639
                                              -----------      -----------         ------------     ------------
                            Gross profit          10,875           5,014                22,843           17,612

Selling, general and
  administrative expenses...............          20,797          29,485                35,587           42,047
                                              -----------      -----------         ------------     ------------
                 Operating (loss) income          (9,922)        (24,471)              (12,744)         (24,435)

Interest income.........................             329            -                      599             -
                                              -----------      -----------         ------------     ------------

                Loss before income taxes          (9,593)        (24,471)              (12,145)         (24,435)

Income taxes (Note C)...................            -               -                     -                -
                                              -----------      -----------         ------------     ------------
                                Net loss      $   (9,593)      $ (24,471)          $   (12,145)     $   (24,435)
                                              ===========      ===========         ============     ============

Pro forma information (Note A):

  Historical (loss) income before
     income taxes.......................      $   (9,593)      $ (24,471)          $   (12,145)     $   (24,435)
  Pro forma provision for income taxes:

    Current.............................            -               -                     -               4,691
    Deferred............................            -               -                     -              (4,691)
                                              -----------      -----------         ------------     ------------
             Pro forma net (loss) income      $   (9,593)      $ (24,471)          $   (12,145)     $   (24,435)
                                              ===========      ===========         ============     ============

Basic loss per common share.............      $     *          $    (0.03)         $     (0.01)     $     (0.02)
                                              ===========      ===========         ============     ============
Weighted average common
  shares outstanding....................       1,155,000         900,000             1,155,000        1,027,500
                                              ===========      ===========         ============     ============

Basic pro forma loss per common share...      $     *          $    (0.03)         $     (0.01)     $     (0.02)
                                              ===========      ===========         ============     ============

Pro forma weighted average common
  shares outstanding....................       1,155,000         900,000             1,155,000        1,027,500
                                              ===========      ===========         ============     ============
* Less than $.01 per common share

</TABLE>

            See accompanying notes to condensed financial statements


4


<PAGE>

                                VILLA PASTA, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                          Six Months Ended
                                                               June 30,
                                                     ---------------------------
                                                         2000            1999
                                                     -----------     -----------
                   NET CASH (USED IN) PROVIDED BY
                             OPERATING ACTIVITIES    $ (17,861)      $   7,337
                                                     -----------     -----------
FINANCING ACTIVITIES
  Proceeds from common stock sales...............         -             38,750
  Advances from members/officers (Note B)                  311            -
  Repayments to members/officers (Note B)........         -            (10,828)
                               NET CASH (USED IN)    -----------     -----------
                             FINANCING ACTIVITIES         -             27,922
                                                     -----------     -----------
NET CHANGE IN CASH...............................      (17,861)         35,259

Cash, beginning of period........................       36,084           4,010
                                                     -----------     -----------
CASH, END OF PERIOD..............................    $  18,223       $  39,269
                                                     ===========     ===========

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)

                                  June 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 six months ended June 30, 1999 has been  presented  for
purposes of  comparability  as if the Company had been a taxable  entity for all
periods presented.

Pro forma weighted average shares outstanding at December 31, 1999 and 1998.
----------------------------------------------------------------------------
Pro  forma  weighted  average  common  shares  outstanding  for  June  30,  1999
represents  the  weighted   average  number  of  common  shares  issued  in  the
Reorganization.


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

At December 31, 1999,  $1,822 was owed to an officer of the Company.  During the
six months ended June 30, 2000, the Company received additional advances of $311
and repaid the officer $840,  which reduced the obligation to $1,293 at June 30,
2000.


6

<PAGE>


                                VILLA PASTA, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                   (Unaudited)

                                  June 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 six months ended June 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

                                  June 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.

During the six months  ended June 30, 2000,  the Company  realized a net loss of
$12,145 on revenues of $32,000.  That represents a decrease in the net loss from
the six months  ended June 30, 1999,  when the Company  recognized a net loss of
$24,435.  Sales  increased  from the first six months of 1999 as compared to the
same  period  for  2000,   approximately  26.7  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.

The Company's gross margin remained constant at approximately 69 percent for the
first two quarters of 2000 and 1999.  The Company  recognized a $25,000  expense
during the three months ended June 30,  1999,  which was related to  stock-based
compensation.  This charge  accounted  for the higher  losses in 1999.  However,
increases in manufacturing  and officer wages and  professional  fees related to
the Company's filings  contributed to higher expenses in 2000, which offset some
of the effects of the stock-based compensation recognized in 1999.


FINANCIAL CONDITION
-------------------
At June 30, 2000,  management believed the Company had sufficient  liquidity and
capital to meet its needs for the next twelve months. This assumes limited funds
are  spent on  marketing  and  promotion.  In order  for the  Company  to become
profitable,  management believes marketing must be increased.  At June 30, 2000,
the Company had working  capital of  $39,233,  consisting  of current  assets of
$43,554  and current  liabilities  of $4,321.  Working  capital at June 30, 2000
represented  a decrease  of $10,023  from  December  31,  1999 and a decrease of
$13,932 from June 30, 1999. The decreases resulted from net losses following the
private placement conducted by the Company during the second quarter of 1999.

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


8


<PAGE>


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


                                   VILLA PASTA

                                  June 30, 2000

FINANCIAL CONDITION, continued
------------------------------
Liabilities of the Company at June 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. Historically, the Company
has relied on periodic  advancements from a shareholder,  who is also an officer
of the Company, to finance short-term capital requirements.


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.


<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 six months ended June 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:    August 9, 2000              BY: /s/ Craig Van Scoten
         --------------                  --------------------
                                            Craig Van Scoten
                                            President


10