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, 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 May 10, 2000

--------------------------------------------------------------------------------
                     This document is comprised of 11 pages.

<PAGE>

FORM 10-QSB
1ST QUARTER
                                      INDEX

                                                                            Page
PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements *

     Condensed balance sheet, March 31, 2000 (Unaudited)....................  3

     Condensed statements of operations, three months ended
        March 31, 2000 (Unaudited) and 1999 (Unaudited).....................  4

     Condensed statements of cash flows, three months ended
        March 31, 2000 (Unaudited) and 1999 (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, 2000

                                     ASSETS

Current assets:
     Cash.......................................................$        37,167
     Accounts receivable........................................          4,152
     Inventories, at lower of cost or market....................         12,424
                                                                ----------------
                                        Total current assets             53,743

Property and equipment, less accumulated depreciation
     of $16,794.................................................          4,567

Other assets....................................................          1,195
                                                                ----------------

                                                                $        59,505
                                                                ================

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable...........................................$           519
     Due to officer (Note B)....................................            982
     Accrued expenses...........................................          4,333
                                                                ----------------
                                   Total current liabilities              5,834
                                                                ----------------

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...........................................        (31,104)
                                                                ----------------
                                  Total shareholders' equity             53,671
                                                                ----------------

                                                                $        59,505
                                                                ================


            See accompanying notes to condensed financial statements

3

<PAGE>

                                VILLA PASTA, INC.

                       Condensed Statements of Operations
                                   (Unaudited)

                                                      Three Months Ended
                                                           March 31,
                                                 ---------------------------
                                                     2000           1999
                                                 ------------   ------------
Net Sales                                        $    15,640    $    18,089

Cost of sales....................................      7,084          7,990
                                                 ------------   ------------
                                 Gross profit          8,556         10,099


Selling, general and administrative expenses.....     11,108         10,063
                                                 ------------   ------------
                      Operating (loss) income         (2,552)            36


Income taxes (Note C)............................       -              -
                                                 ------------   ------------
                            Net (loss) income    $    (2,552)   $        36
                                                 ============   ============


Pro forma information (Note A):
    Historical (loss) income before income taxes.$    (2,552)   $        36
    Pro forma provision for income taxes:
       Current...................................       -                 5
       Deferred..................................       -                (5)
                                                 ------------   ------------
                  Pro forma net (loss) income    $    (2,552)   $        36
                                                 ============   ============

Basic loss per common share......................$      *       $      *
                                                 ============   ============
Weighted average common shares outstanding.......  1,155,000        900,000
                                                 ============   ============

Basic pro forma loss per common share............$      *       $      *
                                                 ============   ============
Pro forma weighted average common
    shares outstanding...........................  1,155,000        900,000
                                                 ============   ============

*  Less than $.01 per common share


            See accompanying notes to condensed financial statements

4

<PAGE>



                                VILLA PASTA, INC.

                       Condensed Statements of Cash Flows
                                   (Unaudited)

                                                      Three Months Ended
                                                           March 31,
                                                 ---------------------------
                                                     2000           1999
                         NET CASH PROVIDED BY    ------------   ------------
                         OPERATING ACTIVITIES    $     1,923    $    11,670
                                                 ------------   ------------

FINANCING ACTIVITIES
     Repayments to members/officers (Note B).....       (840)       (10,209)
                           NET CASH (USED IN)    ------------   ------------
                         FINANCING ACTIVITIES           (840)       (10,209)
                                                 ------------   ------------

NET CHANGE IN CASH...............................      1,083          1,461

Cash, beginning of period........................     36,084          4,010
                                                 ------------   ------------

CASH, END OF PERIOD..............................$    37,167    $     5,471
                                                 ============   ============

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)

                                 March 31, 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 quarter  ended March 31, 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:

Pro forma  weighted  average  common  shares  outstanding  for  March  31,  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
three months ended March 31, 2000,  the Company  repaid the officer $840,  which
reduced the obligation to $982 at March 31, 2000.

6

<PAGE>


                                VILLA PASTA, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

                                 March 31, 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 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.


7

<PAGE>


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

                                   VILLA PASTA

                                 March 31, 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 three months ended March 31, 2000, the Company realized a net loss of
$2,552 on revenues of $15,640.  That represents an increase in the net loss from
the three months ended March 31, 1999, when the Company recognized net income of
$36.  Sales  decreased  from the first  quarter of 1999 to the first  quarter of
2000,  down  approximately  13.5  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 55 percent for the
first  quarter  of 1999  and  the  first  quarter  of  2000.  The  main  factors
contributing  to the net loss for the three months ended March 31, 2000 were the
increased manufacturing wages and wages paid to officers during the quarter. The
slight increase in selling,  general and administrative expenses was principally
due to the increase in officer salaries.


FINANCIAL CONDITION
-------------------
At March 31, 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 March 31, 2000,
the Company had working  capital of  $47,909,  consisting  of current  assets of
$53,743 and current  liabilities  of $5,834.  Working  capital at March 31, 2000
represented  a decrease  of $1,347  from  December  31,  1999 and an increase of
$33,905 from March 31,  1999.  The increase  resulted  from a 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 pending the 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

                                 March 31, 2000

Liabilities  of the  Company  at March  31,  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  (former member)
to finance short-term capital requirements.  However, due to the proceeds of the
private  placement,  such borrowing  should not be necessary for the foreseeable
future.

At March 31, 1999, the Company had working  capital of $14,004,  which consisted
of current  assets of $25,487 and current  liabilities  of $11,483.  The Company
also had  additional  liabilities  of  $1,243,  representing  indebtedness  to a
related party. In the opinion of management,  the Company's  financial condition
at March 31,  1999  warranted  additional  efforts  to  increase  liquidity  and
available capital. As a result, the private placement was conducted.


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

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 11, 2000                        BY: /s/ Craig Van Scoten
         ------------                            ---------------------
                                                     Craig Van Scoten
                                                     President