VILLA PASTA INC
10SB12G, 1999-12-10
Previous: MUNIHOLDINGS INSURED FUND III INC, N-30D, 1999-12-10
Next: DIGITAL ISLAND INC, 424B3, 1999-12-10






                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-SB

                 GENERAL FORM FOR REGISTRATION OF SECURITIES OF
                             SMALL BUSINESS ISSUERS
                          under Section 12(b) or (g) of
                       The Securities Exchange Act of 1934


                                VILLA PASTA, INC.
                 (Name of Small Business Issuer in its charter)


                     Colorado                    84-1313551
              (State of incorporation)     (I.R.S. Identification No.)


           581 County Line Road, Suite B, Palmer Lake, Colorado    80133
               (Address of principle executive offices)         (Zip Code)

                                 (719) 481-6815
                           (Issuer's telephone number)

      Securities to be registered under Section 12 (b) of the Exchange Act:
                                      None

      Securities to be registered under Section 12 (g) of the Exchange Act:
                                 Title of Class:
                           Common Stock, no par value

  Copies of all communications, including all communications sent to the agent
                        for service, should be sent to:

                             David J. Babiarz, Esq.
                               Wendy H. Bird, Esq.
                       Overton, Babiarz & Associates, P.C.
                      7720 East Belleview Avenue, Suite 200
                            Englewood, Colorado 80111
                                 (303) 779-5900




                                 Page 1 of Pages 52
                       Exhibit Page is Located at Page 19.



<PAGE>



                                TABLE OF CONTENTS


PART I......................................................................1

 ITEM 1. DESCRIPTION OF BUSINESS............................................1

 ITEM 2. MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION..........7

 ITEM 3. DESCRIPTION OF PROPERTY............................................9

 ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....10

 ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS......10

 ITEM 6. EXECUTIVE COMPENSATION............................................11

 ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................11

 ITEM 8. DESCRIPTION OF SECURITIES.........................................12


PART II....................................................................14

 ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS....14

 ITEM 2. LEGAL PROCEEDINGS.................................................15

 ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.....................15

 ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES...........................15

 ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.........................15


PART F/S...................................................................18

 FINANCIAL STATEMENTS......................................................18


PART III...................................................................19

 ITEM 1. EXHIBIT INDEX.....................................................19


SIGNATURES.................................................................20


                                      -2-

<PAGE>


                                     PART I

Item 1.   Description of Business
=================================


History and Organization.
- -------------------------
     Villa Pasta,  Inc. (the "Company") is a Colorado  corporation  organized on
April 6, 1999.  The Company  produces and  distributes  a line of gourmet  dried
pasta and related food products through a variety of channels.  The Company is a
successor  to  a  Colorado  limited  liability  company,  Villa  Pasta,  Limited
Liability Company,  which was originally organized in 1995. In 1999, the Company
was converted  from a limited  liability  company to a corporation to facilitate
acquisition  of  additional   working   capital.   The  Company   currently  has
approximately 21 shareholders.

     The  Company  operates  from a single  location in Palmer  Lake,  Colorado,
located  approximately midway between Denver and Colorado Springs. This facility
serves as the Company's administrative  headquarters,  as well as its production
facility.  Assets of the Company are currently limited,  consisting primarily of
machinery  and  equipment  utilized in  connection  with the  production  of its
products and various items of inventory.  Distribution of the Company's products
is accomplished through third-party carriers.  The Company's offices are located
at 581 County Line Road, Suite B, Palmer Lake, Colorado 80133, and its telephone
number is (719)  481-6815.  The  Company  also  maintains  a  toll-free  number,
1-888-ME-PASTA.

Narrative Description of Business.
- ----------------------------------
     The  Company  manufactures  and  distributes  a line of  gourmet  pasta and
related  products.  Its  primary  source of revenue is through the sale of these
products for  distribution  by grocery  retailers  and gourmet  food shops.  The
Company  maintains a site on the Worldwide Web ("Web") and utilizes  direct mail
marketing to allow  customers to order products  directly from the Company.  The
Company  also  markets  to  various  non-profit  organizations  in an  effort to
incorporate its products into various fund raisers held by these  organizations.
The Company  operates  exclusively in one industry,  the specialty food products
industry.

     The Company  produces all of its pasta and related  products  from scratch.
Raw materials  include  semolina and,  depending upon the type of pasta desired,
lemon-pepper, jalapeno powder, tomato powder, spinach powder, black pepper, beet
powder and garlic  powder.  Employees  of the Company  mix  various  ingredients
together under  carefully  controlled  conditions to achieve the desired type of
pasta.  At any given time, the Company offers  approximately  15 to 20 different
types of pasta, varying in flavor, size and shape.

     Management  believes  that  the  Company  is a  relatively  small  producer
compared to other  manufacturers and distributors of comparable  products.  As a
result,  a substantial  portion of the Company's  production  process is manual.
After the raw  materials  are mixed in the  required  proportion  to achieve the
desired  product,  Company  employees place the mixture in a pasta machine owned
and  operated by the  Company.  This  machine  serves to mold the pasta into the
desired shape and size. The desired  length is obtained by manually  cutting the
pasta as it exits the machine.


                                       1

                                      -3-

<PAGE>

     Following  mixture and molding of the raw material  ingredients,  the pasta
must be dried for  preservation  and shipping.  This is accomplished by manually
placing  the pasta on drying  racks and placing the racks in a drying room under
carefully controlled  conditions.  The drying room, measuring  approximately 220
square  feet,  is heat  controlled  by  electric  heaters and kept at a constant
humidity by controlled  introduction of water by employees of the Company. After
the pasta is dried for the required  length of time, it is sorted,  packaged and
boxed according to delivery requirements.  The packaging of the products is also
done on a manual basis. The entire production cycle takes approximately 24 hours
from start to finish.

     The Company's pasta is individually  packaged in 12 ounce portions for sale
to consumers.  Each package is clearly and attractively wrapped in cellophane to
reveal  the size,  shape and  content  of the  pasta  inside.  A total of twelve
packages per box of the same pasta is then  packaged for shipment to  retailers.
At any given time, the Company maintains an inventory of packaging material,  in
addition to the raw materials utilized in making the pasta.

     In  addition  to  its  line  of  dried  pasta,  the  Company  produces  and
distributes a limited line of seasoning  mixes for use in  conjunction  with its
pasta.  These  mixes  include  dried  spices  which,  when  added to  additional
ingredients  by the purchaser,  produce sauces to compliment the pasta.  Each of
the recipes  contained in these  seasoning  mixes was conceived by the Company's
president  based on his  experience  in the food  service  industry.  Management
believes  these  mixes are  unique and  constantly  strives  to  supplement  its
offerings.

     As of the date of this Registration Statement, the Company produces as much
as 430  pounds of pasta per day,  averaging  five  production  days per week.  A
substantial  portion  of  this  production  is  sold to  grocery  retailers  and
specialty food shops in the Denver  metropolitan area.  Customers of the Company
which  account  for ten  percent  (10%) or more of its sales on an annual  basis
include Krogers,  which operates the King Soopers and City Market retail grocery
chains,  as well as Safeway and  Alfalfa's.  The Company's  primary  emphasis at
present is on expanding  this  distribution  through  additional  and  different
channels.  The Company recently began distributing its products through Dean and
DeLuca,  a  well-known  retailer  located on the eastern  seaboard of the United
States. (See "Marketing and Distribution" for additional  information  regarding
marketing efforts by the Company).

     In addition to distribution  of its product through  retailers as discussed
above, the Company has placed substantial emphasis on the design and creation of
gift  baskets  and boxes for  holiday  occasions.  These gift  items  include an
assortment of Company products,  including pastas,  sauce mixes, recipe book and
pasta spoon.  Gift items are sold  primarily to employers  for  distribution  to
employees  and  service   organizations  for  distributions  to  their  clients.
Management  views gift items as an important  aspect of the Company's  business,
accounting  for  approximately  thirty (30%) percent of its revenues  during the
year ended December 31, 1998.

     The Company acquires it raw materials from a variety of food brokers in the
Denver  area.  In the opinion of  management,  none of these raw  materials  are
subject  to  restrictions  on supply  and all are  available  from a variety  of
sources.  Most of the raw materials are derived from  agricultural  products and
have been  available  at  constant  prices  for the past  twelve  months.  While
management believes the Company will be afforded an adequate supply of these raw
materials  in the  future,  there is no  assurance  that the prices  will remain
stable in the future.  The supply and price of these raw materials are dependent
on  such  factors  as  worldwide  supply  and  demand,  weather  conditions  and
government subsidies

                                       2

                                      -4-
<PAGE>



Marketing and Distribution.
- ---------------------------
     The Company's products are distributed  through a variety of channels.  Its
primary means of  distribution,  common in the retail food industry,  is through
food brokers to retail outlets such as grocery chains and specialty food stores.
Additional channels of distribution include direct mail of holiday gift baskets.
Management  continually strives to supplement and expand its distribution within
the financial and personnel resources of the Company.

     The Company has  relationships  with three food brokers who  distribute the
product  through retail outlets.  These brokers  represent a number of different
food  products  throughout  the  Colorado  front  range,  and are engaged by the
Company as  independent  contractors on a commission  basis.  It is the brokers'
objective  to  place  the  Company's  product  in as many  outlets  as  possible
consistent  with the Company's  business plan of attracting  customers with more
discriminating  tastes.  These  brokers  also seek to display the  products in a
prominent manner to attract point of purchase sales.

     The Company products are delivered  through a combination of customer-owned
transportation  and common carriers.  Products sold to Kroger chains,  including
King Soopers and City Market,  are  transported by carriers owned or operated by
that entity. Such transportation is done at the customers' expense. Shipments to
other retail outlets are done via common  carrier,  primarily UPS. The shipments
are done at the  Company's  expense and  accordingly,  the  Company  continually
monitors shipping costs to obtain the lowest prices possible.

     The Company  also  maintains a Website and  advertises  its products on the
Internet.  The  Company's  Website  is  located  at   http:\\www.villapasta.com.
Visitors to the Company's  Website are afforded  information about the Company's
products  and  details on  ordering  merchandise.  During the fiscal  year ended
December 31, 1998,  direct sales resulted in  approximately  one (1%) percent of
the Company's revenue for the year.

     The Company also utilizes  direct mail as a means of marketing.  Management
uses various  customer lists for advertising its gift offerings at holidays,  as
well as direct offering throughout the year.  Management  anticipates this means
of  distribution  will decrease as a percentage of Company revenue as efforts to
increase distribution through retail outlets are enhanced.

     Gift  baskets and boxes sold by the Company are  attractively  packaged and
contain an assortment of the Company's products.  The Company markets these gift
packages  primarily  to  employer  groups  for  distribution  to  employees  and
customers.  Gift  packages  have been a  substantial  source of revenue  for the
Company since its inception.

     The Company also markets its products to various non-profit groups for fund
raising efforts.  In this context,  the Company's products are sold at wholesale
prices for resale by the charitable organizations in fund-raising events. During
the year  ended  December  31,  1998,  this  segment of the  Company's  business
accounted for a minor portion of its revenues.  However, management believes the
market to be an attractive source of revenue,  and will continue to pursue it in
the future.


                                       3

                                      -5-
<PAGE>


     The Company's target market is middle to upper-income  families with a love
of pasta and who  demand the  convenience  of  prepackaged  food  products.  The
Company's  pasta can be cooked in  approximately  five  minutes  and  provides a
healthy and  satisfying  meal.  Seasoning  packages can be combined with readily
available  products to create a  nutritional  sauce in a matter of minutes.  The
Company's marketing plan is designed to appeal to these consumers.

Competition.
- ------------
     Competition in the specialty food products industry is intense. Competitors
of the Company include large, multi-national manufacturers and distributors,  as
well as a myriad of local and regional producers and distributors.  As a dietary
offering,  the Company's  products compete for consumer dollars with other forms
of pasta, along with a variety of other food products.  Management  believes the
Company is an insignificant participant in this industry.

     Consumer choices among pasta products includes fresh,  refrigerated  pasta,
mass-produced dried pasta and specialty produced dried pasta such as that of the
Company.  Distributors  of fresh  refrigerated  pasta  include  Catalina,  while
distributors of other  specialty  dried pastas include Al Dente,  Pasta Mama and
Elenas.  Distributors of mass-produced pasta are even more numerous. The Company
competes  with  a  variety  of  distributors  of  dried  pasta,   both  locally,
nationally,  and  internationally.  Management  believes  the  Company  is  at a
significant  disadvantage  vis a' vis these other  entities from a financial and
personnel perspective.

     The  Company's  business  plan  contemplates  that the Company will seek to
distinguish itself through the quality and taste of its products, as well as the
service provided to its customers. Management continually strives to upgrade and
diversify its product  offerings while  maintaining the quality of its products.
The  Company  also hopes to develop a loyal  following  in its retail  customers
through direct sales and gift basket distributions.

Pricing.
- --------
     The Company's  products are marketed as specialty,  gourmet food items,  on
the upper-end price scale for similar products. Management does not perceive the
price of the  Company's  products as a deterrent to  consumers,  and allows some
latitude for the Company to cover its costs and realize a reasonable profit. The
Company  currently  markets  its pasta from $2.99 to $6.00 per  package  retail,
$25.80 per carton for wholesale distribution and $29.95 and $39.95 respectively,
for direct sales of gift boxes and gift baskets. Prices may change in the future
depending upon the price of raw materials,  shipping and other factors affecting
the Company's cost.

Government Regulation.
- ----------------------
     The Department of Agriculture  regulates  scale  accuracies of the Company.
The Company is required to be accurate in its  representations  regarding weight
of the contents of its  packages,  that is, each package must  actually  contain
product which meets or exceeds the stated amount of product. The Company is also
required to accurately report the product  ingredients and nutritional values on
its  product  labels.  In  addition  to  packaging  regulations,  the Company is
regulated  by  the  Department  of  Health  and  environmental  codes  regarding
cleanliness standards in food preparation.


                                       4


                                      -6-

<PAGE>



Employees and Consultants.
- --------------------------
     The Company currently employs nine individuals, including its president and
chief executive officer. Of those individuals, only the president is employed on
a full-time  basis,  and the remainder are part-time,  depending on the needs of
the Company.  The president is  responsible  for overseeing all of the Company's
operations as well as strategic  planning,  product  development  and marketing.
Other employees include a production manager,  production assistant and shipping
and receiving personnel.

     The  Company  employs  additional  part-time,  seasonal  help to  assist in
packaging  gift  baskets  during  holiday  time.  Management  does not  perceive
retaining  qualified  help to be material to the  Company's  business.  With the
exception of the Company's president, all of its employees are paid on an hourly
basis and none of the employees are subject to collective  bargaining agreements
with the Company.  The Company also retains  independent  consultants  to assist
with  administrative  functions,  such  as  bookkeeping,  accounting  and  legal
services.  Such  individuals  are  retained  at hourly  rates  customary  in the
industry.

Facilities.
- -----------
     The Company leases its  administrative  and production  facilities  from an
unrelated third party. This space, consisting of approximately 1600 square feet,
is  characterized  as  warehouse  and is located in a rural  community  south of
Denver.  The  space is  divided  between  production,  packaging,  shipping  and
receiving and  administrative  areas.  Management  deems these  facilities to be
adequate for the Company's needs for the foreseeable future.

     The space is rented on an annual basis at the rate of $525 per month, which
lease  currently  expires March 31, 2000.  Management  believes the lease can be
renewed on acceptable terms for the foreseeable future.

Risk Factors.
- -------------
     In addition to the risks  inherent in its  business  and  described  above,
management  believes the Company is also subject to the following specific risks
with regard to its business and future operation:

     Limited Capitalization and Working Capital.
     -------------------------------------------
          The Company has extremely limited  capitalization and working capital.
     Since inception,  the Company has received approximately $48,750 in funding
     from contributions from its original founders and the sale of securities to
     investors in a private  placement.  At September 30, 1999,  the Company had
     working capital of approximately $55,262,  consisting of $61,984 of current
     assets and $6,722 of current liabilities.  A portion of the working capital
     will be spent  on  professional  fees and  expenses,  including  legal  and
     accounting  fees  to be  incurred  in  connection  with  this  Registration
     Statement.  Remaining  funds must be used by the  Company to pay  operating
     expenses. For the period ended September 30, 1999, the Company's operations
     provided  $8532 of  cash.  As a  result,  very  limited  funds  remain  for
     additional marketing, promotion and additional operating expenses. There is
     no  assurance  that  existing  capital  will be  sufficient  to achieve the
     Company's objectives.

                                       5


                                      -7-
<PAGE>


     Competition.
     ------------
          Competition in the specialty foods industry is intense. Many different
     producers and  distributors  compete for the attention of consumers in this
     industry. Success is often a function of the budget available for marketing
     and  advertising  of a  company's  product.  Due to the  Company's  limited
     capitalization  and  personnel,  management  believes  the  company is at a
     competitive  disadvantage  vis a' vis other  participants in this industry.
     Nonetheless,  management  believes  the  Company's  product  and service is
     superior and will make the Company a viable  competitor  in this  industry.
     However,  the Company lacks the financial resources to employ marketing and
     advertising at a level consistent with other industry competitors.

     Limited Personnel.
     ------------------
          As of the date of this Registration Statement,  the Company is totally
     dependent on the efforts and  expertise of Craig Van Scoten,  its President
     and Chief  Executive  Officer.  In that  capacity,  he is  responsible  for
     overseeing all of the Company's operations, including marketing, production
     and  distribution.  Loss of his service would adversely affect the Company.
     In addition,  the Company  does not  maintain any key-man  insurance on his
     life.  The ability of the  Company to retain any  additional  employees  is
     dependent on the results of its future  marketing and the  availability  of
     additional working capital.

     Penny Stock Regulation.
     -----------------------
          In the event the Company is  successful  in  obtaining  listing of its
     Common  Stock  on the OTC  Bulletin  Board,  investors  should  be aware of
     limitations on marketing  securities  characterized as "penny stocks" under
     existing securities  statutes and regulations.  Penny stocks are securities
     not listed on an  exchange  or quoted in Nasdaq and  selling for a price of
     less than $5 per share.  Broker-dealers  engaging in  transactions in penny
     stocks are  subject to special  regulations,  including  a  requirement  to
     evaluate the  suitability  of an  investment  in penny stocks and providing
     specific  information to potential  investors.  The Securities and Exchange
     Commission  and   self-regulatory   organizations   such  as  the  National
     Association  of  Securities  Dealers have shown a  historical  bias against
     penny stocks. As a result,  new and additional  regulation may arise in the
     future  further  affecting  any  trading  market  which may develop for the
     Company's Common Stock.

     Potentially Limited Trading Market.
     -----------------------------------
          In addition to rules regulating sales of penny stocks,  trading in the
     Company  Common Stock may be limited by the "Blue Sky" statutes  enacted by
     individual  states.  Initial sale and  distribution of the Company's Common
     Stock was extremely limited, primarily restricted to residents of the State
     of Colorado.  Since the sale of the Common  Stock was not  qualified in any
     additional  states,  trading in any after-market may be limited.  While the
     Company  will seek to  overcome  this  obstacle  by  obtaining  listing  in
     Standard and Poors  Corporation  Records or another  recognized  securities
     manual,  there is no assurance that such efforts will be successful or that
     a market will develop.  Purchasers  of the Common Stock may therefore  have
     difficulty selling their shares, should they desire to do so.

     Lack of Dividends.
     ------------------
          The Company has paid no dividends on its Common Stock since inception,
     and it is not anticipated that any will be paid in the foreseeable  future.
     Any cash  generated  through  operation in the future will be reinvested in
     the  Company  to  obtain  additional   personnel  and  increase  marketing.
     Investors should not expect dividends in the immediate future.

     Control of the Company.
     -----------------------
          Officers and  directors of the Company  presently  own an aggregate of
     1,000,000  shares  of  Common  Stock,  representing  86.58%  of all  voting
     securities  outstanding.  Due  to  the  absence  of  cumulative  voting  by
     shareholders,  such individuals can elect the entire board of directors for
     the  foreseeable  future.  Shareholders  will be  unable to  influence  the
     management or policies of the Company pending issuance of additional stock.
     (See "DESCRIPTION OF SECURITIES).


                                       6


                                      -8-
<PAGE>


     Preferred  Stock  Authorized.
     -----------------------------
          The Articles of Incorporation of the Company authorize the issuance of
     up to  5,000,000  shares of preferred  stock.  While no shares of preferred
     stock are currently outstanding,  and the Company has no plans to issue any
     in the  foreseeable  future,  issuance of preferred  stock could act to the
     detriment  of  holders  of  Common  Stock.  Under the  Company's  Articles,
     preferred stock can be issued with preferences on liquidation and dividends
     or to prevent a takeover of the Company.  The terms and  conditions  of any
     preferred  stock issued in the future could operate to the  disadvantage of
     holders of the Common Stock. (See "DESCRIPTION OF SECURITIES")



Item 2. Managements' Discussion and Analysis or Plan of Operation
=================================================================


Introduction.
- -------------
     Villa Pasta,  Inc.  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 was
originally  organized as a limited liability company under the laws of the State
of Colorado in July,  1995.  In April,  1999,  the  Company was  converted  to a
corporation  under  the laws of the  State of  Colorado.  This  transaction  was
treated  as  a  reorganization  for  financial  statement  purposes,   with  the
then-existing  members exchanging 100% of their membership  interest for 900,000
shares of Common Stock. The financial  statements  included in this Registration
Statement for the years ended  December 31, 1998 and 1997 reflect its operations
as a limited  liability  company.  The financial  statements  for the nine month
period ended  September 30, 1999  reflects its operation as a limited  liability
company through March 31, 1999 and as a Colorado corporation since that date.

     Certain statements contained in this Registration Statement may be "forward
looking"  in  nature.   Such   statements   are  identified  by  words  such  as
"anticipates," "expects," "believes" and "hopes." Investors are cautioned not to
put undue reliance on these forward looking statements, as they do not represent
statements  of fact.  These  forward  looking  statements  are subject to future
events  affecting the Company and its operations,  including the availability of
working  capital,  competition,  consumer eating habits and the overall state of
the domestic and worldwide economy. Many of these factors are beyond the control
of the Company.  Except as otherwise required by applicable securities laws, the
Company  disclaims  any  obligation  or intent to update these  forward  looking
statements.

Liquidity and Capital Resources.
- --------------------------------

     September 30, 1999.
     -------------------
          At September 30, 1999,  management believed the Company had sufficient
     liquidity and capital to meet its needs for the next twelve months. At that
     time,  the Company had working  capital of $55,262,  consisting  of current
     assets of $61,984 and current  liabilities  of $6,722.  Working  capital at
     September 30, 1999  represented an increase of $32,018 from fiscal year end
     December  31,  1998.  That  increase  resulted  from  a  private  placement
     conducted by the Company  during the second  quarter of the current  fiscal
     year, discussed below.




                                        7


                                      -9-
<PAGE>


          Capital  requirements  for the next twelve months  include cash to pay
     vendors,  employees and other general and  administrative  expenses pending
     collection  of accounts  receivable.  Management  believes  the Company has
     sufficient assets for that purpose for the foreseeable  future. 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.  The Company's  production  operations  are not highly
     automated,  so  acquisition  of  additional  property and  equipment is not
     expected to represent a material  expenditure  in the  foreseeable  future.
     Finally,  the Company leases its administrative and production  facilities,
     so substantial additional capital is not required for that purpose.

          Liabilities  of the Company at September  30, 1999  consisted of trade
     accounts  payable  and other  expenses  accrued 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 the owner to  finance
     short-term  capital  requirements.  However,  with  the  private  placement
     discussed below, such borrowing should not be necessary for the foreseeable
     future.

          In the  second  quarter  of  the  current  fiscal  year,  the  Company
     conducted a private  placement of its Common Stock  pursuant to  exemptions
     from the  registration  requirements  of Federal and state law. The Company
     sold an aggregate of 155,000  shares of Common Stock at a price of $.25 per
     share for aggregate proceeds of $38,750.  Sales were made by an officer and
     director  of the  Company  and  accordingly,  no  commissions  were paid in
     connection  with that  offering.  A portion of those  proceeds were used to
     repay  outstanding  indebtedness  to a related  party and the  balance  was
     available for operations.

          For the nine month period ended  September 30, 1999,  and after taking
     into account its net loss for the period, the Company's operations provided
     approximately  $8500 in cash. Cash provided by operations was  supplemented
     by cash  produced  from  financing  activities,  specifically  the  private
     placement. As a result, the Company's cash increased during the nine months
     ended  September 30, 1999. This compares to the nine months ended September
     30, 1998, when the Company's cash decreased an aggregate of $17,199.

     December 31, 1998.
     ------------------
          At December  31,  1998,  the  Company had working  capital of $23,244,
     consisting of current assets of $36,516 and current liabilities of $13,272.
     The  Company  also had  additional  liabilities  of  $11,452,  representing
     indebtedness  to a  related  party.  In  the  opinion  of  management,  the
     Company's  financial  condition at December 31, 1998  warranted  additional
     efforts to increase  liquidity  and  available  capital.  As a result,  the
     private placement discussed above was conducted.

          Operation  of the  Company for the year ended  December  31, 1998 used
     $13,241 of cash. The Company also spent $2,180 on capital  expenditures and
     approximately  $5,000 on distributions to its owners.  Partially offsetting
     this adverse effect on cash flow was advances from members in the amount of
     $3,576.  However,  the  Company's  cash  decreased an aggregate of $16,838,
     leaving the Company  approximately  $4,000 entering  fiscal 1999.  Proceeds
     from the private placement were used to remedy this situation.




                                       8



                                      -10-
<PAGE>

Results of Operations.
- ----------------------

     Nine Months Ended September 30, 1999.
     -------------------------------------
          During the nine months ended September 30, 1999, the Company  realized
     a net loss of $24,013 on revenues of $63,685.  That  represents an increase
     in the net loss for the nine month period ended  September  30, 1998,  when
     the  Company  realized a net loss of $3,187 on total  revenues  of $59,827.
     However,  the Company's gross margin increased from  approximately  40% for
     the nine months ended  September  30, 1998 to 49% for the nine month period
     ended September 30, 1999. This increase is attributable to increasing sales
     of a greater mix of higher profit margin items.  The single greatest factor
     contributing to the increased loss for the 1999 period was the compensation
     expense  related to  issuance  of stock to an officer  of the  Company  for
     services  rendered in connection with the  reorganization  to a corporation
     and consulting in connection with the Company's business. The amount of the
     expense  was  based on a value of $.25 per  share,  the  price at which the
     Company was offering stock to investors beginning in March 1999.

          A  substantial  portion of the  Company's  sales are  recorded  in the
     fourth fiscal quarter,  commensurate  with the holiday season. At this time
     of the year,  sales of the Company's  gift baskets  increase  substantially
     with sales to corporate and other special purchasers.  However,  management
     is unable to predict with any degree of certainty  whether sales during the
     fourth quarter of 1999,  when added to sales for the first three  quarters,
     will be sufficient to reach total sales reported for the last fiscal year.

          General and  administrative  expenses increased slightly from the nine
     months  ended  September  30, 1998 to the nine months ended  September  30,
     1999, from $27,104 to $30,421. A portion of those expenses are attributable
     to legal  and  accounting  fees  incurred  by the  Company  during  1999 in
     connection  with the private  placement and  preparation and filing of this
     Registration Statement.  Other general and administrative expenses remained
     generally constant.

     Year Ended December 31, 1998 Compared to December 31, 1997.
     ------------------------------------------------------------
          For the year ended December 31, 1998, the Company  reported a net loss
     of  $4,356 on sales of  $115,559.  This  compares  to a profit of $2,671 on
     sales of $103,899 for the year ended December 31, 1997. The Company's gross
     margin remained at 37% for both fiscal years.  The difference in results of
     operations  for 1998  compared  to 1997 is  therefore  attributable  to the
     increase in sales, and the increase in general and administrative  expenses
     from  $36,955 for the year ended  December 31, 1997 to $46,899 for the year
     ended December 31, 1998. This increase is primarily  attributable to higher
     overhead  due to location  change of the  facility  and  increased  payroll
     expenses.


Item 3. Description of Property
===============================

     The  Company  owns no real  property  as of the  date of this  Registration
Statement. The Company leases its production facility and administrative offices
pursuant to an annual lease with the landlord. Management deems such arrangement
to be adequate for the Company's needs for the foreseeable future.


                                       9


                                      -11-
<PAGE>



Item 4. Security Ownership of Certain Beneficial Owners and Management
=======================================================================

     As of the  date of  this  Registration  Statement,  there  were a total  of
1,155,000 shares of Common Stock of the Company  outstanding,  the only class of
voting securities of the Company currently outstanding.

     The  following  tabulates  holdings of Common  Stock of the Company by each
person  who holds of record,  or is known by  management  of the  Company to own
beneficially,  more  than  5% of  the  voting  securities  outstanding  and,  in
addition,  by all  directors and officers of the Company  individually  and as a
group. The shareholders  listed below have sole voting and investment power. All
ownership of securities is direct ownership unless otherwise indicated.


                                      Number of                Percent of
    Name and Address                   Shares              Voting Securities
- --------------------------------------------------------------------------------

Craig Van Scoten                       900,000                   77.92%
581 County Line Road, Suite B
Palmer Lake, CO 80133

Michael Wolf                           100,000                    8.66%
3430 East Geddes Drive
Littleton, CO 80122

All Officers and Directors
as a Group (2 persons)               1,000,000                   86.58%

Each of the individuals listed in the foregoing table are officers and directors
of the Company.


Changes In Control.
- -------------------
     The Company knows of no arrangements, including the pledge by any person of
securities  of the  Company,  which may  result in a change  of  control  of the
Company in the future.


Item 5.   Directors, Executive Officers, Promoters and Control Persons
======================================================================

     The following  individuals presently serve as officers and directors of the
Company:


     Name                   Age                       Position
- --------------------------------------------------------------------------------

Craig Van Scoten            46            President, Treasurer and Director

Michael Wolf                46            Vice President, Secretary and Director


     Mr. Van Scoten should be considered a "founder" and "parent" of the Company
(as such terms are defined by rule under the Securities Exchange Act of 1934, as
amended),  inasmuch as he has taken  initiative in founding and  organizing  the
business of the Company. Mr. Van Scoten served as the Manager of the predecessor
limited liability company since its inception in July of 1995.


                                       10



                                      -12-
<PAGE>



     Messrs.  Van Scoten and Wolf serve as  directors  of the Company  until the
next annual meeting of shareholders  and until their  successors are elected and
qualify.  Each  individual  serves  as an  officer  at the will of the  Board of
Directors.  Each  individual  has  served  in his  current  capacity  since  the
Company's conversion from a limited liability company in April of 1999.

     The following  represents a summary of the business  history of each of the
foregoing individuals for the last five years:

     Craig Van Scoten:
     -----------------
          Since 1995, Mr. Van Scoten has acted as President,  owner and operator
     of Villa Pasta,  Inc. and its predecessor  Villa Pasta,  Limited  Liability
     Company.  From 1992 to 1994, Mr. Van Scoten served as a securities salesman
     with  Tamaron  Securities,  a retail  securities  broker-dealer  located in
     Englewood,  Colorado.  Mr.  Van  Scoten  earned a  Bachelor  of  Science in
     business  administration  from  Plymouth  State  College in  Plymouth,  New
     Hampshire in 1976 and attended the  Restaurant  School of  Philadelphia  in
     Philadelphia, Pennsylvania from 1976 to 1977.

     Michael Wolf:
     -------------
          In April of 1999,  Mr.  Wolf  joined  Villa  Pasta,  Inc.  as the Vice
     President and Secretary of the corporation. He devotes only a minor portion
     of his time to the  affairs of the  Company.  In 1976,  Mr. Wolf acted as a
     founder and one of the original partners of Epicurean  Catering,  a private
     Colorado   corporation   currently   having   revenues   of   approximately
     $10,000,000.  Mr.  Wolf sold his share of the  business  to his  partner in
     1991,  and since that time has  served as vice  president  of  finance  and
     administration for Epicurean  Catering.  In that capacity Mr. Wolf oversees
     approximately  125 employees  and the  financial  affairs of that entity in
     conjunction with the president.  Epicurean  Catering's  market is primarily
     large-scale  commercial  special  events.  Mr.  Wolf  earned a Bachelor  of
     Science  in  business  administration  with  a  major  in  hotel/restaurant
     management from the University of Denver in 1974.

     No family  relationships exist between either of the officers and directors
of the Company.


Item 6. Executive Compensation
==============================

     Mr. Van Scoten  currently  receives  an annual  salary of $13,000 to act as
President of the Company.  Mr. Van Scoten does not currently  have an employment
contract and receives no benefits or bonuses from the Company. In 1999, Mr. Wolf
received  100,000  shares of stock in  exchange  for  services  rendered  to the
Company  valued in the amount of $25,000.  The Company does not currently have a
stock option plan.

     The  Company's  directors  presently  serve without  compensation,  but are
entitled to  reimbursement  for  reasonable and necessary  expenses  incurred on
behalf of the Company.


Item 7. Certain Relationships and Related Transactions
======================================================

Initial Capitalization.
- ------------------------
     On April 6, 1999 the Company  issued  900,000 shares of Common Stock to Mr.
Van Scoten and 100,000  shares of Common Stock to Mr. Wolf in  completion of its
initial  capitalization.  The shares  issued to Mr. Van  Scoten  were  issued in
exchange  for his  membership  interest  in the  predecessor  limited  liability
company and were valued at $21,025.  The shares  issued to Mr. Wolf for services
rendered  in  connection  with the  organization  of the  Company  and valued at
$25,000 for purposes of that transaction.  Messrs.  Van Scoten and Wolf were the
only members of the Board of Directors approving those transactions.


                                       11



                                      -13-
<PAGE>



     During the two years ended  December  31,  1998,  and the nine month period
ended  September  30,  1999,  Mr. Van Scoten  advanced  funds to the Company for
working capital purposes.  At December 31, 1998 and 1997, the amount outstanding
from Mr. Van Scoten was $11,452 and $2,060,  respectively.  An additional amount
of $5469 was advanced during the nine month period ended September 30, 1999. All
of these  amounts  were  payable on demand.  The entire  balance of $16,921  was
repaid by the Company  during the nine months  ended  September  30,  1999.  The
Company is of the opinion that the foregoing transactions were no less favorable
than could have been obtained from an unaffiliated third party.


Item 8. Description of Securities
=================================

     The Company's  authorized  capital consists of 50,000,000  shares of Common
Stock, no par value and 5,000,000  shares of Preferred  Stock, no par value. The
following  description of the Company's  securities is qualified in its entirety
by  reference  to  the  Company's   Articles  of  Incorporation   ("Articles  of
Incorporation"),  a copy of which is filed as an  Exhibit  to this  Registration
Statement.


Common Stock
- ------------
     Each  share of Common  Stock is  entitled  to one vote at all  meetings  of
shareholders. All shares of Common Stock are equal to each other with respect to
liquidation  rights  and  dividend  rights.  There are no  preemptive  rights to
purchase any additional shares of Common Stock. The Articles of Incorporation of
the Company  prohibit  cumulative  voting in the election of  directors.  In the
event of  liquidation,  dissolution  or  winding up of the  Company,  holders of
shares of Common  Stock  will be  entitled  to  receive  on a pro rata basis all
assets of the Company  remaining  after  satisfaction of all liabilities and all
liquidation  preferences,  if any, granted to holders of the Company's preferred
stock.

     All of the Company's issued and outstanding  Common Stock is fully paid and
non-assessable and is not subject to any future call.


Preferred Stock
- ---------------
     The  Articles of  Incorporation  vest the Board of Directors of the Company
with  authority  to  divide  the  preferred  stock  into  series  and to fix and
determine the relative  rights and  preferences of the shares of any such series
so established to the full extent permitted by the laws of the State of Colorado
and the Articles of  Incorporation  in respect to, among other  things,  (i) the
number of shares to  constitute  such  series and the  distinctive  designations
thereof; (ii) the rate and preference of dividends,  if any, the time of payment
of  dividends,  whether  dividends  are  cumulative  and the date from which any
dividend shall accrue; (iii) whether preferred stock may be redeemed and, if so,
the  redemption  price and the  terms and  conditions  of  redemption;  (iv) the
liquidation  preferences  payable on preferred stock in the event of involuntary
or  voluntary  liquidation;  (v) sinking fund or other  provisions,  if any, for
redemption  or purchase of preferred  stock;  (vi) the terms and  conditions  by
which preferred stock may be converted, if the preferred stock of any series are
issued with the privilege of conversion;  and (vii) voting rights, if any. As of
the date of this Registration  Statement,  no preferred stock of the Company was
outstanding.


                                       12


                                      -14-

<PAGE>



Transfer Agent.
- ---------------
     The Company  currently acts as its own transfer agent and registrar for the
Common  Stock.  However,  management  anticipates  the  Company  may  retain the
services  of a  third-party  transfer  agent if the  Company  is  successful  in
obtaining quotation of its Common Stock on the Bulletin Board.


Dividends
- ----------
     No  dividend  has been  declared  or paid by the  Company  on its shares of
Common  Stock since  inception  and no  dividends  on shares of Common Stock are
contemplated  in the  foreseeable  future.  Any  earnings of the Company will be
reinvested in the Company's business.


                                       13


                                      -15-
<PAGE>



                                     PART II



Item 1. Market Price for Common Equity and Related Stockholder Matters.
=======================================================================

     There is no trading  market for the  Company's  Common Stock at present and
there has been no trading  market to date.  Management  has not  undertaken  any
discussions,  preliminary  or  otherwise,  with  any  prospective  market  maker
concerning the  participation  of such market maker in the  aftermarket  for the
Company's  securities,  but the Company may  initiate  such  discussions  in the
future following receipt of an effective date for this Registration Statement.


Market Price
- ------------
     The Company's Common Stock is not quoted at the present time.


Shares Available for Future Sale
- --------------------------------
     An aggregate of 1,000,000 shares of the Common Stock presently  outstanding
are "restricted  securities within the meaning of the 1933 Act and may hereafter
be sold in compliance with Rule 144 promulgated  thereunder.  Rule 144 provides,
among other things,  and subject to certain  limitations,  that a person holding
restricted  securities  for a period of one year may sell,  every three  months,
those  securities  in  brokerage  transactions  equal  to  1% of  the  Company's
outstanding  Common Stock or the average  weekly  trading volume during the four
weeks preceding the sale, whichever amount is greater.  After two years, holders
of restricted  stock who are not affiliates of the Company may apply to sell all
restricted  stock free of  restrictions.  Possible sales of the Company's Common
Stock  pursuant  to Rule 144 may have a  depressive  effect  on the price of the
Company's Common Stock.  All of the restricted  shares of Common Stock presently
outstanding were issued in April of 1999, and will be available for sale free of
restrictions by mid-2001.


Holders
- -------
     There are 21 holders of the  Company's  Common Stock as of the date of this
Registration Statement.


Penny Stock Regulation
- ----------------------
     Broker-dealer  practices in connection with  transactions in "Penny Stocks"
are  regulated  by certain  penny  stock  rules  adopted by the  Securities  and
Exchange  Commission.  Penny stocks generally are equity securities with a price
of less than  $5.00  (other  than  securities  registered  on  certain  national
securities  exchanges  or quoted on the NASDAQ  system).  The penny  stock rules
require a  broker-dealer,  prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized  risk disclosure  document that
provides  information  about penny stocks and the risk associated with the penny
stock market.  The broker-dealer must also provide the customer with current bid
and offer quotations for the penny stock, the compensation of the  broker-dealer
and its salesperson in the transaction,  and monthly account  statements showing
the  market  value  of each  penny  stock  held in the  customer's  account.  In
addition, the penny stock rules generally require that prior to a transaction in
a penny stock,  the  broker-dealer  must make a written  determination  that the
penny  stock  is a  suitable  investment  for  the  purchaser  and  receive  the
purchaser's written agreement to the transaction.  These disclosure requirements
may have the effect of reducing the level of trading  activity in the  secondary
market for a stock that becomes subject to the penny stock rules.


                                       14



                                      -16-
<PAGE>


     When  the  Registration  Statement  becomes  effective  and  the  Company's
securities become registered, the stock will likely have a trading price of less
than  $5.00 per share and will not be traded on any  exchanges.  Therefore,  the
Company's  stock will become  subject to the penny stock rules and investors may
find it more difficult to sell their securities, should they desire to do so.


Item 2. Legal Proceedings.
==========================

     The Company knows of no legal proceeding to which it is a party or to which
any of  its  property  is  subject  which  are  either  pending,  threatened  or
contemplated, nor are there any unsatisfied judgments against the Company.


Item 3. Changes in and Disagreements With Accountants.
======================================================

     The Company has retained its accountants,  Cordovano and Harvey,  P.C., 201
Steele  Street,  Suite 300,  Denver,  Colorado  80206 since its  conversion to a
corporation  and  there  are  no   disagreements   with  the  findings  of  said
accountants.


Item 4. Recent Sales of Unregistered Securities.
================================================

     On April 6, 1999,  the  Company  completed  its initial  capitalization  by
selling an aggregate of 1,000,000 shares to its directors, 900,000 shares to Mr.
Van Scoten and 100,000  shares to Mr. Wolf.  This offering was  conducted  under
Section 4(2) of the Securities  Act, as each  individual was afforded  access to
information typically contained in a registration  statement under such Act, and
each was able to fend for himself in the  transaction.  Securities were sold for
an  aggregate  consideration  of  $52,325,  consisting  of $25,000  in  services
provided by Mr. Wolf in connection with the Company's  organization  and $27,324
in  membership  interests  owned by Mr. Van Scoten  and  converted  to shares of
common stock upon the conversion from the predecessor limited liability company.

     Also in April,  1999, the Company  completed a private offering pursuant to
the provisions of Regulation D, Rule 504 of the Securities Act. The Company sold
an aggregate of 155,000  shares of Common Stock at an offering price of $.25 per
share for aggregate  proceeds of $38,750.  Those securities were sold to a group
of accredited investors consisting of friends, relatives and business associates
of the  founders  of the  Company.  The  Company  obtained  agreements  from the
subscribers in the offering confirming their status as accredited  investors and
all sales were made by the Company through its officers and directors.


Item 5. Indemnification of Directors and Officers.
==================================================

     Article IX of the Company's  Articles of Incorporation  contain  provisions
providing  for the  Indemnification  if directors and officers of the Company as
follows:

     The Board of Directors of the Corporation shall have the power to:


                                       15



                                      -17-
<PAGE>


          Section 1. Indemnify any director,  officer,  employee or agent of the
          Corporation to the fullest extent  permitted by the Colorado  Business
          Corporation Act as presently existing or as hereafter amended.

          Section 2. Authorize payment of expenses  (including  attorney's fees)
          incurred in defending a civil or criminal  action,  suit or proceeding
          in advance of the final disposition of such action, suit or proceeding
          upon  receipt  of an  undertaking  by or on  behalf  of the  director,
          officer,  employee  or  agent  to  repay  such  amount  unless  it  is
          ultimately  determined  that he is entitled to be  indemnified  by the
          Corporation as authorized in this Article X [sic].

          Section 3. Purchase and maintain insurance on behalf of any person who
          is or was a director, officer, employee or agent of the Corporation or
          who is or was serving at the request of the Corporation as a director,
          officer, employee or agent of another corporation,  partnership, joint
          venture,  trust or other  enterprise  against any  liability  asserted
          against him and incurred by him in any such capacity or arising out of
          his  status as such,  whether  or not the  Corporation  would have the
          power to indemnify him against such liability  under the provisions of
          this Article X [sic].

     The  indemnification  provided by this  Article X [sic] shall not be deemed
exclusive of any other rights to which those  indemnified  may be entitled under
these Articles of Incorporation,  and Bylaws, agreement, vote of shareholders or
disinterested  directors or otherwise,  and any procedure provided for by any of
the  foregoing,  both as to action in his official  capacity and as to action in
another  capacity  while holding such office,  shall continue as to a person who
has ceased to be a director,  officer,  employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

     Section  7-109-103 of the  Colorado  Business  Corporation  Act (the "Act")
provides that a corporation  organized  under  Colorado law shall be required to
indemnify  a  person  who is or was a  director  of the  corporation,  is or was
serving at the corporation's request as a director,  officer,  partner, trustee,
employee or fiduciary or agent of another  corporation or other entity or of any
employee  benefit plant (a "Director") or officer of the corporation and who was
wholly  successful,  on the merits or otherwise,  in defense of any  threatened,
pending or complete  action,  suit,  or  proceeding,  whether  civil,  criminal,
administrative,   or   investigative   and   whether   formal  or   informal  (a
"Proceeding"),  in which he was a party, against reasonable expenses incurred by
him in connection with the  Proceeding,  unless such indemnity is limited by the
corporation's articles of incorporation.


                                       16



                                      -18-
<PAGE>



     Section  7-109-102 of the Act provides,  generally,  that a corporation may
indemnify a person made a party to a  proceeding  because the person is or was a
Director  against any obligation  incurred with respect to a Proceeding to pay a
judgment,  settlement,  penalty,  fine  (including  an excise tax assessed  with
respect to an employee  benefit  plan) or  reasonable  expenses  incurred in the
Proceeding  if the  person  conducted  himself  or herself in good faith and the
person reasonably believed,  in the case of conduct in an official capacity with
the Corporation,  the person's conduct was in the  corporation's  best interests
and,  in all other  cases,  his or her  conduct  was at least not opposed to the
corporation's best interests and, with respect to any criminal proceedings,  the
person had no reasonable  cause to believe that his or her conduct was unlawful.
A corporation  may not indemnify a Director in connection with any Proceeding by
or in the right of the  corporation in which the Director was adjudged liable to
the  corporation  or, in  connection  with any  other  Proceeding  charging  the
Director derived an improper personal benefit,  whether or not involving actions
in an official  capacity,  in which Proceeding the Director was judged liable on
the  basis  that  he  or  she  derived  an  improper   personal   benefit.   Any
indemnification  permitted in connection with a Proceeding by or in the right of
the  corporation is limited to reasonable  expenses  incurred in connection with
such Proceeding.  Under Section 7-109-107 of the Act, unless otherwise  provided
in the  articles of  incorporation,  a  corporation  may  indemnify  an officer,
employee,  fiduciary,  or  agent of the  corporation  to the  same  extent  as a
Director and may indemnify an officer, employee,  fiduciary, or agent who is not
a director to a greater extent,  if not  inconsistent  with public policy and if
provided for by its bylaws, general or specific action of its board of directors
or shareholders, or contract.

     Section  7-108-402  of the Act  provides,  generally,  that the articles of
incorporation  may contain a provision  eliminating  or  limiting  the  personal
liability  of a director to the  corporation  or its  shareholders  for monetary
damages  for  breach  of  fiduciary  duty as a  director;  except  that any such
provision  may not  eliminate  or limit the  liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its shareholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing  violation of law, (iii) acts specified in ss.  7-108-403,  or (iv)
any transaction from which a director directly or indirectly derived an improper
personal  benefit.  Such provision may not eliminate or limit the liability of a
director  for any act or  omission  occurring  prior to the  date on which  such
provision becomes effective.

     The Company's Articles of Incorporation  limit director's  liability to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director to the fullest extent permitted by Colorado law.


                                       17



                                      -19-
<PAGE>



                                    PART F/S


Financial Statements.

         The   financial   statements  of  the  Company  are  attached  to  this
Registration Statement and filed as a part thereof.



                                VILLA PASTA, INC.
                           (FORMERLY VILLA PASTA, LLC)

                              FINANCIAL STATEMENTS

                                      With

                          INDEPENDENT AUDITORS' REPORT

                                December 31, 1998





                                  Prepared By:

                           Cordovano and Harvey, P.C.
                          Certified Public Accountants
                                Denver, Colorado



                                       18



                                      -20-
<PAGE>




                                    PART III

Item 1. Exhibit Index
=====================


No.      Description
- --------------------------------------------------------------------------------

(1)      Not applicable

(2)      Not applicable

(3)      Charters and by-laws

         (I)  Articles of Incorporation, as filed
              with the Colorado Secretary of State
              on April 6, 1999.

         (II) Bylaws

(4)      Not applicable

(5)      Not applicable

(6)      Not applicable

(7)      Not applicable

(8)      Not applicable

(9)      Not applicable

(10)     Not applicable

(27)     Financial Data Schedule



                                       19


                                      -21-
<PAGE>


                                   SIGNATURES

     In accordance  with Section 12 of the Securities  Exchange Act of 1934, the
Registrant has caused this Registration  Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.


         Villa Pasta, Inc.

By:
         /s/ Craig Van Scoten, President         Date: December 10, 1999
         -------------------------------               -------------------
         Craig Van Scoten, President


                                       20




                                      -22-
<PAGE>


Villa Pasta, Inc.
                          (Formerly Villa Pasta, LLC)

                         Index to Financial Statements


Independent auditors' report.....................................F-2

Balance sheets, December 31, 1998, and
     September 30, 1999 (unaudited)..............................F-3

Statements of operations, for the years ended
    December 31, 1998 and 1997, and for the nine months
    ended September 30, 1999 and 1998 (unaudited)................F-4

Statement of shareholders' equity/members' capital, from
    December 31, 1996 through September 30, 1999.................F-5

Statements of cash flows, for the years ended
    December 31, 1998 and 1997, and for the nine months
    ended September 30, 1999 and 1998 (unaudited)................F-6

Notes to financial statements....................................F-7





                                      -23-
<PAGE>


To the Board of Directors and Shareholders
Villa Pasta, Inc. (formerly Villa Pasta, LLC), a Colorado corporation


                          Independent Auditors' Report


We have audited the accompanying  balance sheet of Villa Pasta,  Inc.  (formerly
Villa  Pasta,  LLC),  a Colorado  corporation,  as of December  31, 1998 and the
related statements of operations, shareholders' equity/members' capital and cash
flows for each of the years in the two-year period ended December 31,1998. 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 audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit 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 Villa  Pasta,  Inc. as of
December 31, 1998, and the results of its operations and its cash flows for each
of the years in the two year period ended December 31, 1998, in conformity  with
generally accepted accounting principles.






Cordovano and Harvey, P.C.
Denver, Colorado
October 16, 1999





                                       F-2


                                      -24-
<PAGE>

<TABLE>
<CAPTION>


                               Villa Pasta, Inc.
                          (Formerly Villa Pasta, LLC)


                   Balance Sheets December 31, September 30,
                                                                                  1998            1999
                                                                                               (unaudited)
                                                                                --------------------------
                                     ASSETS
<S>                                                                             <C>             <C>
Current assets:
    Cash........................................................................$ 4,010         $,34,371
    Accounts receivable, trade.................................................. 19,070           14,392
    Accounts receivable, related party (Note B).................................    -              5,563
    Accounts receivable, other..................................................    -                525
    Inventories, at lower of cost or market (Note C)............................ 13,436            7,133
                                                                                ---------       ----------
                                                          Total current assets   36,516           61,984


Property and equipment, less accumulated depreciation
    of $12,164 and $15,896, respectively (Note D)...............................  9,197            5,465
                                                                                ---------       ----------
                                                                                $45,713         $ 67,449
                                                                                =========       ==========


                                 LIABILITIES AND
                      SHAREHOLDERS' EQUITY/MEMBERS' CAPITAL

Current liabilities:
    Accounts payable, trade.....................................................$ 4,658            3,423
    Other current liabilities:
      Accrued payroll taxes.....................................................    614              299
      Other accrued expenses....................................................  8,000            3,000
                                                                                ---------       ----------
                                                     Total current liabilities   13,272            6,722


Indebtedness to related parties (Note B)........................................ 11,452              -
                                                                                ---------       ----------
                                                             Total liabilities   24,724            6,722
                                                                                ---------       ----------


Shareholders' equity/members' capital (Note F):
    Preferred stock, no par value;
       5,000,000 authorized and -0- issued and outstanding......................   -                 -
    Common stock, no par value; 50,000,000 shares
       authorized and 1,155,000 shares issued and outstanding...................   -              84,775
     Members' capital........................................................... 20,989              -
    Retained earnings (deficit).................................................   -             (24,048)
                                                                                ---------       ----------
                                   Total shareholders' equity/members' capital   20,989           60,727
                                                                                ---------       ----------

                                                                                $45,713         $ 67,449
                                                                                =========       ==========
</TABLE>

                                       F-3


                                      -25-
<PAGE>


<TABLE>
<CAPTION>

                               Villa Pasta, Inc.
                          (Formerly Villa Pasta, LLC)


                             Statement of Operation
                                                                        For the Years Ended          For the Nine Months Ended
                                                                             December 31,                   September 30,
                                                                          1998            1997          1999            1998
                                                                                                    (unaudited)     (unaudited)
                                                                        --------------------------------------------------------
<S>                                                                     <C>            <C>          <C>             <C>
Net sales...............................................................$ 115,559      $ 103,899    $   63,685       $  59,827

Cost of sales...........................................................   72,480         64,250        32,277          35,909
                                                                        ------------   ----------   -------------   ------------
                                                      Gross profit         43,079         39,649        31,408          23,918

Other costs and expenses:
   Selling, general and administrative expenses.........................   46,889         36,955        30,421          27,104
   Stock based compensation.............................................     -              -           25,000            -
   Provision for doubtful accounts......................................      546             24          -               -
                                                                        ------------   ----------   -----------     ------------
                                                                          (47,435)       (36,979)      (55,421)        (27,104)
                                                                        ------------   ----------   -----------     ------------

                                  Income(loss) before income taxes         (4,356)         2,671       (24,013)         (3,187)


Income tax provision (Note E):
   Current..............................................................     -              -            4,275            -
   Deferred.............................................................     -              -           (4,275)           -
                                                                        ------------   ----------   -----------     ------------
                                                 Net income (loss)      $  (4,356)     $   2,671    $  (24,013)      $  (3,187)
                                                                        ============   ==========   ===========     ============


Pro forma information (Note A):
   Pro forma net income (loss)..........................................   (4,356)         2,671       (24,013)         (3,187)
   Pro forma provision for income taxes.................................     -            (1,592)        -               -
                                                                        ------------   ----------   -----------     ------------
                                                                        $  (4,356)     $   1,079    $  (24,013)      $  (3,187)
                                                                        ============   ==========   ===========     ============


   Basic pro forma earnings per share on common stock...................     *              *       $   (0.02)            *
                                                                        ============   ==========   ===========     ============
   Pro forma weighted average number of shares outstanding..............  900,000        900,000     1,070,000         900,000
                                                                        ============   ==========   ===========     ============


   * Less than $.01 per share



</TABLE>


                                       F-4


                                      -26-

<PAGE>


<TABLE>
<CAPTION>


                               Villa Pasta, Inc.
                          (Formerly Villa Pasta, LLC)


                        Statement of Shareholder's Equity


                                                   Members'     Preferred Stock         Common Stock       Retained
                                                   Capital     Shares      Amount     Shares    Amount     Earnings     Total
                                                   ------------------------------------------------------------------------------

<S>                                                <C>         <C>         <C>       <C>         <C>       <C>          <C>
Balance December 31, 1996..........................$ 27,668        -       $  -           -      $  -      $   -        $ 27,668


   Net income......................................   2,670        -          -           -         -          -           2,670
                                                   --------    --------    -------   ---------   -------   ---------    ---------
Balance December 31, 1997..........................  30,338        -          -           -         -          -          30,338


   Distributions...................................  (4,993)       -          -           -         -          -          (4,993)


   Net loss........................................  (4,356)       -          -           -         -          -          (4,356)
                                                   --------    --------    -------   ---------   -------   ---------    ---------

Balance December 31, 1998..........................  20,989        -          -           -         -          -          20,989


Net income prior to reorganization.................      36        -          -           -         -          -              36
                                                   --------    --------    -------   ---------   -------   ---------    ---------
                                                     21,025                                                               21,025


   Reorganization from a limited liability
      company to a corporation (Note A)............ (21,025)       -          -        900,000    21,025       -            -

   Issuance of common stock
      in exchange for services,
      valued at $.25 per share.....................    -           -          -        100,000    25,000       -          25,000

   April 6, 1999,  sale of
     common stock at $.25 per share................    -           -          -        155,000    38,750       -          38,750

   Deferred taxes relating to the reorganization...    -           -          -           -         -        (1,179)      (1,179)

   Net loss after reorganization...................    -           -          -           -         -       (22,869)     (22,869)
                                                   --------    --------    -------   ---------   -------   ---------    ---------
Balance September 30, 1999 (unaudited).............$   -           -       $  -      1,155,000   $84,775   $(24,048)    $60,727
                                                   ========    ========    =======   =========   =======   =========    =========

</TABLE>


                                       F-5



                                      -27-
<PAGE>



<TABLE>
<CAPTION>

                               Villa Pasta, Inc.
                          (Formerly Villa Pasta, LLC)

                            Statement of Cash Flows



                                                                     For the Years Ended           For the Nine Months Ended
                                                                         December 31,                    September 30,
                                                                     1998            1997             1999            1998
                                                                                                   (unaudited)      (unaudited)

<S>                                                              <C>              <C>              <C>              <C>
Cash flows from operating activities:
   Net loss......................................................$  (4,356)       $  2,671         $ (24,013)       $   (3,187)
   Adjustments to reconcile net income (loss) to net cash
   used in operating activities:
     Depreciation and amortization...............................    3,593           2,571             3,732             2,894
     Common stock exchanged for services (Note B)................     -               -               25,000              -
     (Increase) decrease in inventories..........................    1,318           3,992             6,268              (637)
     (Increase) decrease in accounts receivable and
     other current assets........................................  (13,677)             92             4,059            (2,464)
     Increase (decrease) in accounts payable and
     accrued liabilities.........................................     (119)          3,358            (6,514)           (5,005)
                                                                 ------------     ------------     -------------    ------------
                                             Net cash provided by
                                   (used in) operating activities  (13,241)         12,684             8,532            (8,399)
                                                                 ------------     ------------     -------------    ------------


Cash flows from investing activities:
     Capital expenditures........................................   (2,180)         (2,611)             -               (2,180)
                                                                 ------------     ------------     -------------    ------------
                                               Net cash (used in)
                                             investing activities   (2,180)         (2,611)             -               (2,180)
                                                                 ------------     ------------     -------------    ------------

Cash flows from financing activities:
     Sale of common stock........................................     -               -               38,750              -
     Borrowings (repayments) from members (Note B)...............    3,576          (2,131)          (16,921)           (1,627)
     Members' distributions......................................   (4,993)           -                 -               (4,993)
                                                                 ------------     ------------     -------------    ------------
                                             Net cash provided by
                                   (used in) financing activities   (1,417)         (2,131)           21,829            (6,620)
                                                                 ------------     ------------     -------------    ------------

Net change in cash...............................................  (16,838)          7,942            30,361           (17,199)


Cash at beginning of period......................................   20,848          12,906             4,010            20,848
                                                                 ------------     ------------     -------------    ------------

                                           Cash at end of period $   4,010        $ 20,848         $  34,371        $    3,649
                                                                 ============     ============     =============    ============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid during the period for:
     Interest....................................................$    -           $   -            $    -           $     -
                                                                 ============     ============     =============    ============
     Income taxes................................................$    -           $   -            $    -           $     -
                                                                 ============     ============     =============    ============

</TABLE>



                                      F-6



                                      -28-
<PAGE>


                                VILLA PASTA, INC.
                           (Formerly Villa Pasta, LLC)

                          Notes to Financial Statements


Note A: Organization and summary of significant accounting policies
===================================================================


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.

The  Company  is a maker  of fine  pastas  that  are  sold in  supermarkets  and
specialty stores across the United States.


Financial instruments and cash equivalents
- ------------------------------------------
The  Company's   financial   instruments  consist  of  cash,  accounts  payable,
indebtedness to related parties, and accrued liabilities.  The carrying value of
these financial instruments  approximates fair value because of their short-term
nature. For financial  accounting purposes and the statement of cash flows, cash
equivalents  include  all  highly  liquid  debt  instruments  purchased  with an
original maturity of three months or less.


Use of estimates
- ----------------
The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principals  requires  management  to  make  estimates  and
assumptions  that affect  certain  reported  amounts of assets and  liabilities;
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. Accordingly, actual results could differ from those estimates.


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 years  ended  December  31, 1998 and 1997 has been  presented  for
purposes of  comparability  as if the Company had been a taxable  entity for all
periods presented.

Pro forma loss per share.  The Company  reports pro forma loss per share using a
dual presentation of basic and diluted pro forma loss per share. Basic pro forma
loss per share  excludes the impact of common stock  equivalents  and  preferred
stock dividends.  Diluted pro forma loss per share uses the average market price
per share when applying the treasury  stock method in  determining  common stock
equivalents.


Pro forma weighted average shares outstanding at December 31, 1998 and 1997, and
at September 30, 1998 and 1999.  Pro forma weighted  average shares  outstanding
for  December  31,  1998 and 1997,  and for  September  30, 1998  represent  the
weighted average number of common shares issued in the Reorganization. Pro forma
weighted  average  shares  outstanding  for  September 30, 1999  represents  the
weighted  average  of, for the period  prior to the  Offering  (see Note F), the
weighted average number of common shares issued in the  Reorganization  and, for
the  period  subsequent  to the  Offering,  the total  number  of common  shares
outstanding.



                                       F-7


                                      -29-
<PAGE>




                                VILLA PASTA, INC.
                           (Formerly Villa Pasta, LLC)

                          Notes to Financial Statements


Note A: Organization and summary of significant accounting policies, continued
==============================================================================

Inventories
- -----------
Inventories  are  valued at the lower of cost or  market  as  determined  by the
average cost method.


Year end
- --------
The Company operates on a year ending on December 31.


Revenue recognition
- -------------------
Revenue  from  sales or  services  is  recognized  at the time  the  product  is
delivered or at the time the service is performed.


Unaudited financial information
- -------------------------------
Certain financial information  presented herein is unaudited.  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
nine months  ended  September  30, 1999 and 1998 have been made.  The results of
operations  for the periods  presented  are not  necessarily  indicative  of the
results to be expected in the future.


Stock-based compensation
- ------------------------
SFAS No. 123,  "Accounting for Stock-Based  Compensation"  was issued in October
1995.  This  accounting  standard  permits  the use of either a fair value based
method  or the  method  defined  in  Accounting  Principles  Board  Opinion  25,
"Accounting for Stock Issued to Employees" ("APB 25") to account for stock-based
compensation  arrangements.  Companies that elect to use the method  provided in
APB 25 are required to disclose pro forma net income and earnings per share that
would have resulted from the use of the fair value based method. The Company has
elected to continue to follow the  provisions  of APB 25 for  employees and SFAS
No. 123 for non-employees during the period ended September 30, 1999.


Recently issued accounting pronouncements
- -----------------------------------------
The Company has adopted the following new accounting pronouncements for the year
ended  December  31,  1998.  There  was no effect  on the  financial  statements
presented from the adoption of the new pronouncements.  SFAS No. 130, "Reporting
Comprehensive Income," requires the reporting and display of total comprehensive
income and its components in a full set of general-purpose financial statements.
SFAS  No.  131,  "Disclosures  about  Segments  of  an  Enterprise  and  Related
Information," is based on the "managemen  approach for reporting  segments.  The
management  approach  designates  the  internal  organization  that  is  used by
management  for making  operating  decisions  and assessing  performance  as the
source  of the  Company's  reportable  segments.  SFAS  No.  131  also  requires
disclosure about the Company's products,  the geographic areas in which it earns
revenue and holds  long-lived  assets,  and its major  customers.  SFAS No. 132,
"Employers'  Disclosures  about  Pensions and Other  Post-retirement  Benefits,"
which requires  additional  disclosures about pension and other  post-retirement
benefit  plans,  but does not change the  measurement  or  recognition  of those
plans.



                                      F-8


                                      -30-
<PAGE>




                                VILLA PASTA, INC.
                           (Formerly Villa Pasta, LLC)

                          Notes to Financial Statements

Note A: Organization and summary of significant accounting policies, concluded
===============================================================================


The Company has adopted the following new accounting pronouncements for the year
ended December 31, 1999. SFAS No. 133,  "Accounting  for Derivative  Instruments
and Hedging  activities,"  requires an entity to recognize all  derivatives on a
balance  sheet,  measured at fair value.  Statement  of  Positions  ("SOP") 98-1
"Accounting  for the  Costs of  Computer  Software  Developed  or  Obtained  for
Internal use." This SOP requires that entities  capitalize certain  internal-use
software costs once certain criteria are met. SOP 98-5,  "Reporting on the Costs
of Start-Up Activities." SOP 98-5 provides,  among other things, guidance on the
reporting  of  start-up  costs and  organization  costs.  It  requires  costs of
start-up  activities  and  organization  costs to be expensed as  incurred.  The
company will continue to review these new accounting pronouncements over time to
determine  if  any  additional  disclosures  are  necessary  based  on  evolving
circumstances.


Note B: Related party transactions
====================================

Certain officers have provided non-interest bearing cash advances to the Company
for working  capital  purposes.  During the nine months ended September 30, 1999
and 1998 and the  years  ended  December  31,  1998  and  1997  working  capital
transactions were as follows:

                            For the Year Ended       For the Nine Months Ended
                               December 31,                September 30,
                             1998        1997           1999           1998
                                                     (unaudited)    (unaudited)
                           --------------------------------------------------

Cash advances..............$ 3,576       $  -        $  -             $   -

Repayment of advances......$  -          $ 2,131     $16,921          $ 1,627


At December  31, 1998  $11,452  was owed to an officer of the  Company.  Of this
amount  $5,816 was owed prior to December 31, 1997,  $2,060 was owed at December
31, 1997, and $3,576 was advanced during the year ended December 31, 1998.

The Company had  accounts  receivable  from an officer of the company for $5,563
arising from an advance to the officer which remained unpaid as of September 30,
1999 (unaudited).

The Company purchased consulting services totaling $25,000 in exchange for stock
from a  director  of the  Company  for the  period  from  April 1, 1999  through
September 30, 1999 (unaudited).


Note C: Inventories
===================

At  September  30, 1999 and  December  31,  1998  inventories  consisted  of the
following:

                                     December 31,            September 30,
                                         1998                    1999
                                   ----------------------------------------
                                                          (unaudited)

Ingredients.....................    $    541                $   634
Packaging.......................       4,118                  4,102
Finished product................       8,777                  2,397
                                   -------------         --------------
                                   =============         ==============
                                    $ 13,436                $ 7,133
                                   =============         ==============




                                       F-9


                                      -31-
<PAGE>

                                VILLA PASTA, INC.
                           (Formerly Villa Pasta, LLC)

                          Notes to Financial Statements


Note D: Property and equipment
==============================

Listed below are the major  classes of property and equipment as of December 31,
1998 and September 30, 1999:

                               December 31,       September 30,
                                  1998               1999
                             -------------------------------------
                                                  (unaudited)

Office equipment               $ 3,191            $ 3,191
Furniture and fixtures             612                612
Pasta making equipment          17,558             17,558
                               ----------         ---------
                                21,361             21,361
Accumulated depreciation       (12,164)           (15,896)
                               ----------         ---------
                               $ 9,197            $ 5,465
                               ==========         =========


Depreciation  expense was $3,593,  and $4,075 for the years ended  December  31,
1998 and 1997,  and  $3,732  (unaudited),  and $2,894  (unaudited)  for the nine
months ended September 30, 1999 and 1998.


Note E: Income taxes
====================

The Company  reports income taxes in accordance  with SFAS No. 109,  "Accounting
for Income Taxes",  which requires the liability method in accounting for income
taxes. Deferred tax assets and liabilities arise from the difference between the
tax basis of an asset or  liability  and its  reported  amount on the  financial
statements.  Deferred tax amounts are determined by using the tax rates expected
to be in effect  when the taxes will  actually be paid or refunds  received,  as
provided under currently enacted law. Valuation  allowances are established when
necessary  to reduce the  deferred  tax  assets to the  amounts  expected  to be
realized.  Income  tax  expense or  benefit  is the tax  payable or  refundable,
respectively,  for the period plus or minus the change  during the period in the
deferred tax assets and liabilities.

In connection  with the  reorganization  from a limited  liability  company to a
corporation,  the Company recorded deferred income taxes as of April 6, 1999 and
a one-time charge to earnings of $1,179.

The total income tax provision  for the six months ended  September 30, 1999 has
been allocated as follows:


                                       Nine Months
                                          Ended
                                      September 30,
                                          1999
                                    ----------------
                                       (unaudited)

Arising from reorganization........  $    1,179
Subsequent to reorganization.......      (4,672)
Valuation Allowance................       3,493
                                    ----------------
                                    ================
                                           $ -
                                    ================






                                      F-10



                                      -32-
<PAGE>



                                VILLA PASTA, INC.
                           (Formerly Villa Pasta, LLC)

                          Notes to Financial Statements


Note E: Income taxes, concluded
===============================

A reconciliation of U.S. statutory federal income tax rate to the effective rate
follows for the six months subsequent to reorganization.

                                                        Six Months
                                                           Ended
                                                       September 30,
                                                           1999
                                                     ------------------
                                                        (unaudited)

U.S. statutory federal rate.........................        15.00%
State income tax rate, net of federal benefit.......         3.76%
Property and Equipment..............................        -1.16%
Organizational Costs................................         0.09%
Net operating loss for which no tax
  benefit is currently available...................        -17.69%
                                                     ------------------
                                                             0.00%
                                                     ==================



The deferred tax asset is comprised of net operating  losses of $4,275 which are
offset by a  valuation  allowance  of  $3,493.  At  September  30,  1999 the net
deferred tax asset of $782 is offset by a deferred tax liability of $782 arising
from the reorganization.


The change in the valuation  allowance  for the period ended  September 30, 1999
was $3,493.  Net operating loss  carryforwards  at September 30, 1999 will begin
expire in 2019.  The  valuation  allowance  will be evaluated at the end of each
year, considering positive and negative evidence about whether the asset will be
realized.  At that time,  the  allowance  will either be  increased  or reduced;
reduction could result in the complete  elimination of the allowance if positive
evidence  indicates  that  the  value of the  deferred  tax  asset is no  longer
impaired and the allowance is no longer required.


Should the Company undergo an ownership change, as defined in Section 382 of the
Internal  Revenue  Code,  the Company's  tax net  operating  loss  carryforwards
generated prior to the ownership change will be subject to an annual  limitation
which could reduce or defer the utilization of those losses.


Note F: Shareholders' equity/members' capital
=============================================

Preferred stock
- ---------------

The  preferred  stock may be issued  in  series  as  determined  by the Board of
Directors.  As required by law, each series must  designate the number of shares
in the  series  and each  share of a series  must have  identical  rights of (1)
dividend, (2) redemption, (3) rights in liquidation, (4) sinking fund provisions
for the redemption of the shares, (5) terms of conversion and (6) voting rights.





                                      F-11

                                      -33-

<PAGE>



                                VILLA PASTA, INC.
                           (Formerly Villa Pasta, LLC)

                          Notes to Financial Statements

Note F: Shareholders' equity/members' capital, concluded
========================================================


Confidential private offering of common stock
- ---------------------------------------------

In April of 1999 the Company offered for sale 155,000 shares of its no par value
common stock for $.25 per share pursuant to the provisions of Regulation D, Rule
504 of the Securities Act of 1933, as amended (the "Act").  The Company sold all
155,000 shares for proceeds of $38,750.  The shares were offered through officer
of the Company and there were no offering costs incurred.


Note G: The Year 2000 Issue
===========================

The Y2K issue is the result of computer  programs being written using two digits
rather than four to define the applicable  year.  Any of the Company's  computer
and telecommunications  programs that have date sensitive software may recognize
a date using "00" as the year 1900 instead of 2000.  This could result in system
failure or miscalculations causing disruptions or operations,  including,  among
other things an inability to process  transactions,  send invoices, or engage in
similar normal business  activities.  The Company's  equipment,  consisting of a
computer  and related  components,  has been  certified  as Y2K  compliant as of
December 31, 1998. The Company cannot  determine the extent to which the Company
is vulnerable to third parties' failure to remediate their own Y2K problems.  As
a result, there can be no guarantee that the systems of other companies on which
the Company's  business  relies will be timely  converted,  or that a failure to
convert  by another  company,  or a  conversion  that is  incompatible  with the
Company's systems,  would have a material adverse effect on the Company. In view
of the  foregoing,  there can be no assurance that the Y2K issue will not have a
material adverse effect on the Company's business.


Note H: Major Customers
=======================

For the year ended December 31, 1998 the Company earned 26% of its revenues from
two customers which act as distributors to the same retailer. For the year ended
December  31, 1997,  the Company did not earn any revenues  from either of these
two customers.  At December 31, 1998 accounts  receivable  from these  customers
totaled $3154 and $-0-, respectively.


                                      F-12

                                      -34-





<PAGE>






Exhibit 3(I) Articles of Incorporation,  as filed with the Colorado Secretary of
State on April 6, 1999.


                            ARTICLES OF INCORPORATION
                                       OF
                                VILLA PASTA, INC.


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned Incorporator,  being a
natural person of the age of eighteen years or more, and desiring to form a body
corporate under the laws of the State of Colorado,  does hereby sign, verify and
deliver in  duplicate to the  Secretary of State of the State of Colorado  these
Articles of Incorporation:

     ARTICLE I. Name. The Name of the Corporation is VILLA PASTA, INC.

     ARTICLE II. Duration. The Corporation shall have perpetual duration.

     ARTICLE III.  Principal Office.  The principal office of the Corporation in
          the State of Colorado  shall be located at 75 Highway  105,  P.O.  Box
          758, Palmer Lake,  Colorado 80133,  and thereafter at such location as
          the Board of Directors may determine.

     ARTICLE IV. Purposes. The nature of the business of the Corporation and the
          objects and purposes and business  thereof  proposed to be transacted,
          promoted or carried on are to engage in any lawful act or activity for
          which  corporations  may be  organized  under  the  Colorado  Business
          Corporation Act.

     ARTICLE V. Capital Structure.

          Section 1.  Authorized  Capital.  The  total  number  of shares of all
               classes which the  Corporation  shall have  authority to issue is
               55,000,000 of which 5,000,000 shall be Preferred  Shares,  no par
               value per share,  and 50,000,000  shall be Common Shares,  no par
               value per share, and the designations,  preferences,  limitations
               and  relative  rights of the shares of each class are as follows:


          Section 2. Preferred  Shares.  The  Corporation,  by resolution of its
               Board of Directors,  may divide and issue the Preferred Shares in
               series.  Preferred  Shares of each series  when  issued  shall be
               designated  to  distinguish  them  from the  shares  of all other
               series.  The Board of Directors is hereby  expressly  vested with
               authority to divide the class of Preferred Shares into series and
               to fix and determine the relative  rights and  preferences of the
               shares  of any such  series  so  established  to the full  extent
               permitted  by these  Articles of  Incorporation  and the Colorado
               Business Corporation Act in respect to the following:

                    A.   The number of shares to constitute such series, and the
                         distinctive designations thereof;

                    B.   The rate and preference of dividends,  if any, the time
                         of  payment  of   dividends,   whether   dividends  are
                         cumulative  and the date from which any dividend  shall
                         accrue;

                    C.   Whether   shares  may  be  redeemed  and,  if  so,  the
                         redemption  price  and  the  terms  and  conditions  of
                         redemption;

                                      -35-


<PAGE>

                    D.   The amount  payable upon shares in event of involuntary
                         liquidation;

                    E.   The amount  payable  upon shares in event of  voluntary
                         liquidation;

                    F.   Sinking  fund or  other  provisions,  if  any,  for the
                         redemption or purchase of shares;

                    G.   The  terms  and  conditions  on  which  shares  may  be
                         converted,  if the shares of any series are issued with
                         the privilege of conversion;

                    H.   Voting powers, if any; and

                    I.   Any other relative  rights and preferences of shares of
                         such  series,   including,   without  limitation,   any
                         restriction  on an  increase in the number of shares of
                         any series theretofore authorized and any limitation or
                         restriction  of rights or powers to which shares of any
                         future series shall be subject.

          Section 3. Common Shares.

                    A.   The  rights  of  holders  of Common  Shares to  receive
                         dividends or share in the distribution of assets in the
                         event of liquidation,  dissolution or winding up of the
                         affairs  of the  Corporation  shall be  subject  to the
                         preferences,  limitations  and  relative  rights of the
                         Preferred Shares fixed in the resolution or resolutions
                         which may be adopted  from time to time by the Board of
                         Directors of the Corporation providing for the issuance
                         of one or more series of the Preferred Shares.

                    B.   The holders of the Common  Shares  shall be entitled to
                         one vote for each  Common  Share held by them of record
                         at  the  time  for   determining  the  holders  thereof
                         entitled to vote.

     ARTICLE VI. Board of Directors. The business and affairs of the Corporation
          shall be managed by the Board of  Directors.  The number of  directors
          constituting  the  Board of  Directors  shall  be fixed in the  manner
          provided in the Bylaws of the  Corporation,  subject to the limitation
          that the initial Board of Directors of the  Corporation  shall consist
          of  two  persons.  Those  persons  shall  serve  as  directors  of the
          Corporation  until the first annual meeting of  shareholders  or until
          their successors shall have been elected and qualified.  The names and
          addresses of the initial Board of Directors are as follows:



                                      -36-
<PAGE>


          Craig L. Van Scoten              Mike Wolf
          75 Highway 105, P.O. Box 758     6022 So. Holly Street
          Palmer Lake, Colorado 80133      Greenwood Village, Colorado 80111

          In  accordance  with  the  Bylaws  of the  Corporation,  the  Board of
          Directors may  thereupon be divided into classes,  each class to be as
          nearly  equal in  number  as  possible,  with the  term of  office  of
          directors of the first class to expire at the first annual  meeting of
          shareholders  after their  election,  and the terms of the  successive
          classes  expiring  at  successive   annual  meetings  of  shareholders
          thereafter.  At each annual meeting following such  classification and
          division  of the  members  of the  Board of  Directors,  a  number  of
          directors equal to the number of directorships in the class whose term
          expires at the time of such  meeting  shall be elected to hold  office
          for a term of years  equal to the  number  of  classes,  and such term
          shall  expire at the annual  meeting held during the final year of the
          term.

     ARTICLE VII. Voting by Shareholders.

          Section 1. Cumulative  Voting.  Cumulative voting shall not be allowed
               in the  election  of  directors  of  the  Corporation  and  every
               shareholder  entitled  to vote at such  election  shall  have the
               right  to vote  the  number  of  shares  owned by him for as many
               persons  as there  are  directors  to be  elected,  and for whose
               election he has a right to vote.

          Section  2.  Denial  of  Preemptive  Rights.  No  shareholder  of  the
               Corporation  shall by reasons of his holding  shares of any class
               or series have any preemptive or preferential  rights to purchase
               or  subscribe  to  any  shares  of any  class  or  series  of the
               Corporation  now or  hereafter  to be  authorized,  or any notes,
               debentures,   bonds  or  other  securities  convertible  into  or
               carrying  options or warrants to purchase  shares of any class or
               series  now or  hereafter  to be  authorized,  whether or not the
               issuance of any such shares or notes, debentures,  bonds or other
               securities  would adversely  effect the dividend or voting rights
               of such shareholder, other than such rights, if any, as the Board
               of Directors, in its discretion from time to time, may grant, and
               at such price as the Board of Directors,  in its discretion,  may
               fix; and the Board of Directors,  if otherwise  authorized by the
               provisions of these Articles of Incorporation may issue shares of
               any class or series of the Corporation or any notes,  debentures,
               bonds or other securities convertible into or carrying options or
               warrants  to  purchase  shares  of any class or  series,  without
               offering  any such shares of any class or series  either in whole
               or in part to the existing shareholders of any class or series.

          Section 3. Majority Vote. When, with respect to any action to be taken
               by the  shareholders of the  Corporation,  the Colorado  Business
               Corporation  Act requires the vote or  concurrence of the holders
               of greater than a majority of the outstanding  shares,  or of any
               class or series  entitled  to vote  thereon,  any and every  such
               action shall be taken,  notwithstanding  the  requirements of the
               Colorado  Business  Corporation  Act, by the affirmative  vote or
               concurrent  of the  holders  of a  majority  of  the  outstanding
               shares, or of any class or series entitled to vote thereon.

     ARTICLE VIII. Right of Directors to Contract with Corporation.

          Section 1. No contract or other  transaction  between the  Corporation
               and one or more of its directors or any other corporation,  firm,
               association  or entity in which one or more of the  directors  of
               the  Corporation  are  directors  or officers or are  financially
               interested,  shall be either void or voidable solely because such
               directors are present at the meeting of the Board of Directors or
               a committee thereof which authorizes or approves such contract or
               transaction  or solely  because  their votes are counted for such
               purpose if:


                                      -37-

<PAGE>

                    A.   The fact of such  relationship or interest is disclosed
                         or known to the Board of Directors  or committee  which
                         authorizes,   approves  or  ratifies  the  contract  or
                         transaction  by a vote or consent  sufficient  for that
                         purpose  without  counting the votes or consents of the
                         interested directors; or

                    B.   The fact of such  relationship or interest is disclosed
                         or known to the shareholders  entitled to vote and they
                         authorize,   approve  or  ratify   such   contract   or
                         transaction by vote or written consent; or

                    C.   The contract or  transaction  is fair and reasonable to
                         the Corporation.

          Section  2.  Common  or   interested   directors  may  be  counted  in
               determining the presence of a quorum at a meeting of the Board of
               Directors or a committee  thereof which  authorizes,  approves or
               ratifies such contract or transaction.

     ARTICLE IX. Indemnification of Officers, Directors and Others. The Board of
          Directors of the Corporation shall have the power to:


          Section 1. Indemnify any director,  officer,  employee or agent of the
               Corporation  to the  fullest  extent  permitted  by the  Colorado
               Business  Corporation  Act as presently  existing or as hereafter
               amended.

          Section 2. Authorize payment of expenses  (including  attorney's fees)
               incurred  in  defending  a  civil  or  criminal  action,  suit or
               proceeding  in advance of the final  disposition  of such action,
               suit or proceeding upon receipt of an undertaking by or on behalf
               of the director,  officer, employee or agent to repay such amount
               unless it is  ultimately  determined  that he is  entitled  to be
               indemnified by the Corporation as authorized in this Article X.

          Section 3. Purchase and maintain insurance on behalf of any person who
               is  or  was  a  director,  officer,  employee  or  agent  of  the
               Corporation  or who  is or was  serving  at  the  request  of the
               Corporation as a director,  officer, employee or agent of another
               corporation,   partnership,   joint   venture,   trust  or  other
               enterprise   against  any  liability  asserted  against  him  and
               incurred by him in any such capacity or arising out of his status
               as such,  whether or not the Corporation  would have the power to
               indemnify him against such liability under the provisions of this
               Article X.

               The  indemnification  provided  by this  Article  X shall  not be
               deemed  exclusive of any other rights to which those  indemnified
               may be  entitled  under  these  Articles  of  Incorporation,  and
               Bylaws,   agreement,   vote  of  shareholders  or   disinterested
               directors or otherwise,  and any procedure provided for by any of
               the foregoing,  both as to action in his official capacity and as
               to action in another  capacity  while holding such office,  shall
               continue as to a person who has ceased to be a director, officer,
               employee  or agent and shall  inure to the  benefit of the heirs,
               executors and administrators of such a person.

                                      -38-


<PAGE>


     ARTICLE X. Corporate Opportunity. The officers, directors and other members
          of management of this Corporation  shall be subject to the doctrine of
          "corporate  opportunities"  only  insofar as it  applies  to  business
          opportunities  in which this  Corporation has expressed an interest as
          determined from time to time by this Corporation's  Board of Directors
          as evidenced by resolutions  appearing in the  Corporation's  minutes.
          Once  such  areas  of  interest  are  delineated,  all  such  business
          opportunities  within  such  areas  of  interest  which  come  to  the
          attention of the officers,  directors, and other members of management
          of this  Corporation  shall be disclosed  promptly to this Corporation
          and made  available  to it.  The Board of  Directors  may  reject  any
          business  opportunity  presented to it and  thereafter  any  officers,
          directors  or other  member of  management  may avail  himself of such
          opportunity. Until such time as this Corporation, through its Board of
          Directors, has designated an area of interest, the officers, directors
          and other members of management of this  Corporation  shall be free to
          engage in such areas of interest on their own and this doctrine  shall
          not  limit  the  right of any  officer,  director  or other  member of
          management of this  Corporation to continue a business  existing prior
          to  the  time  that  such  area  of  interest  is  designated  by  the
          Corporation. This provision shall be construed to release any employee
          of this  Corporation  (other  than an  officer,  director or member of
          management) from any duties which he may have to this Corporation.

     ARTICLE XI.  Limitations  on  Director  Liability.  To the  fullest  extent
          permitted by the Colorado Business  Corporation Act as the same exists
          or may hereafter be amended,  a director of this Corporation shall not
          be liable to the Corporation or its  shareholders for monetary damages
          for breach of fiduciary  duty as a director,  so long as such director
          acted in good faith.


     ARTICLE XII.  Powers and  Limitations.  The powers and  limitations  of the
          Corporation  shall  be  those  set  forth  by  the  Colorado  Business
          Corporation Act, under which this Corporation is formed.


     ARTICLE XIII. Registered Office and Registered Agent. The registered office
          of the Corporation is 7720 E. Belleview Avenue,  Suite 200, Englewood,
          Colorado 80111; the name of the registered agent of the Corporation at
          such address is David J. Babiarz.


     ARTICLE XIV.  Incorporator.  The name and address of the Incorporator is as
          follows:

                                David J. Babiarz
                       7720 E. Belleview Avenue, Suite 200
                            Englewood, Colorado 80111



                                      -39-


<PAGE>


     ARTICLE XV.  Rights to Amend,  Alter,  Change or  Repeal.  The  Corporation
          reserves  the right to amend,  alter,  change or repeal any  provision
          contained  in these  Articles  of  Incorporation  in the manner now or
          hereinafter  prescribed herein or by statute, and all rights conferred
          upon shareholders herein are granted subject to this reservation.


     IN WITNESS  WHEREOF,  I have  hereunto set my hand and seal this 5th day of
April, 1999.

       /s/  David J. Babiarz, Incorporator
       -----------------------------------
            David J. Babiarz, Incorporator


STATE OF COLORADO           )
                            )ss.
COUNTY OF ARAPAHOE )

     The undersigned,  a Notary Public, hereby certifies that on this 5th day of
April, 1999,  personally appeared David J. Babiarz,  who, being by me first duly
sworn,  declared  that he is the person who signed  the  foregoing  document  as
Incorporator, and that the statements therein contained are true.

     IN WITNESS  WHEREOF,  I have  hereunto set my hand and seal this 5th day of
April, 1999.

         Witness my hand and official seal.

         My commission expires:  01/22/2002

                                              /s/ Kay Wilkinson
                                              -----------------
                                                  Kay Wilkinson
                                                  Notary Public


                           CONSENT OF REGISTERED AGENT

     The undersigned, hereby certifies that on this 5th day of April, 1999, does
consent to act as Registered Agent for Villa Pasta, Inc.

                               /s/ David J. Babiarz, Registered Agent
                               ---------------------------------------
                                   David J. Babiarz, Registered Agent

                                      -40-



Exhibit 3(II) Bylaws

                                     BYLAWS

                                       OF

                                VILLA PASTA, INC.


                                    ARTICLE I
                                     Office

     The principal  office of the  Corporation in the State of Colorado shall be
located at 581 County Line Road #B, Palmer Lake,  Colorado  80133 and thereafter
at such location as the Board of Directors may determine.

     The Corporation  may have such other offices,  either within or without the
State of Colorado,  as the Board of Directors may determine or as the affairs of
the Corporation may require from time to time.

     The  Corporation  shall  have and  continuously  maintain  in the  State of
Colorado a registered  office and a  registered  agent whose office is identical
with such  registered  office as required by the Colorado  Business  Corporation
Act.

                                   ARTICLE II
                             Shareholders' Meetings

Section 1. Annual Meetings.

     A.   Time  and  Place.  The  Annual  Meeting  of  the  Shareholders  of the
          Corporation,  commencing with the year of  incorporation,  shall be as
          determined  by the Board of Directors on a date not less frequent than
          once every 365 days. If said day is a legal holiday, the meeting shall
          be held on the next succeeding day not a legal holiday.

     B.   Purpose of Annual  Meeting.  The  business  to be  transacted  at such
          Annual  Meeting  shall be the  election  of  Directors  and such other
          business   as  shall  be   properly   brought   before  the   meeting.


     C.   Alternate  Election  Date.  If the election of Directors  shall not be
          held  on  the  day  designated  for  the  Annual  Meeting,  or at  the
          designated  date  upon  adjournment  of such  meeting,  the  Board  of
          Directors shall call a Special Meeting of the  Shareholders as soon as
          conveniently  possible  thereafter.  At such meeting,  the election of
          Directors  shall take place,  and such election and any other business
          transacted  there at shall  have the same  force  and  effect as at an
          Annual Meeting duly called and held.



                                      -41-
<PAGE>


     D.   Notice.  Written  notice at the address last shown on the books of the
          Corporation stating the place, day and hour of the meeting, and in the
          case of a Special Meeting the purpose for which the meeting is called,
          shall be delivered  not less than 10 days nor more than 50 days before
          the date of the meeting, either personally or by mail at the direction
          of the  President,  Secretary or other  officer or person  calling the
          meeting;  except that if the authorized  shares of the Corporation are
          to be increased, at least 30 days notice shall be given.


Section 2. Special Meetings.  Special Meetings of the Shareholders may be called
     by the  President,  Board of Directors or by the holders of at least 10% of
     the stock entitled to vote at such meeting.


Section 3. Waiver of Notice.  A  Shareholder  may waive the notice of meeting by
     attendance,  either in person or by proxy, at the meeting, or by so stating
     in writing either before or after such meeting. Attendance at a meeting for
     the express  purpose of objecting that the meeting was not lawfully  called
     or convened shall not, however, constitute a waiver of notice. Except where
     otherwise  required  by law,  notice  need not be  given  of any  adjourned
     meeting of the Shareholders.


Section 4. Quorum. The holders of record of at least a majority of the shares of
     the stock of the Corporation,  issued and outstanding and entitled to vote,
     present in person or by proxy,  shall,  except as otherwise provided by law
     or  by  these   Bylaws,   constitute  a  quorum  at  all  meetings  of  the
     Stockholders; if there be no such quorum, the holders of a majority of such
     shares so present or represented  may adjourn the meeting from time to time
     until a quorum shall have been obtained and,  except as otherwise  provided
     by law, no notice of any such  adjourned  meeting need be given if the time
     and place to which the meeting is adjourned are announced at the meeting so
     adjourned.


Section 5. Closing of Transfer  Books;  Record Date.  In order to determine  the
     Shareholders  of record of the  Corporation's  stock  who are  entitled  to
     notice of meetings,  to vote at a meeting or  adjournment  thereof,  and to
     receive  payment  of  any  dividend,  or to  make  a  determination  of the
     Shareholders of record for any other proper purpose, the Board of Directors
     of the  Corporation may order that the Stock Transfer Books be closed for a
     period  not to  exceed  50  days.  If the  purpose  of such  closing  is to
     determine  who is  entitled  to  notice  of a  meeting  and to vote at such
     meeting,  the Stock  Transfer  Books  shall be closed for at least ten days
     preceding such meeting.

     A.   Record Date. In lieu of closing the Stock Transfer Books, the Board of
          Directors may fix a date as the record date for such  determination of
          Shareholders,  such date in any case to be not more than 50 days prior
          to the date of action which  requires such  determination,  nor in the
          case of a Shareholders'  meeting, not less than ten days in advance of
          such meeting.

     B.   Alternate  Record Date. If the Stock Transfer Books are not closed and
          no record date is fixed for such  determination of the Shareholders of
          record,  the date on which notice of the meeting is mailed or on which
          the  resolution  of the Board of  Directors  declaring  a dividend  is
          adopted,  as the  case  may be,  shall  be the  record  date  for such
          determination of Stockholders.

     C.   Adjournment.  When a determination of Stockholders entitled to vote at
          any  meeting  has  been  made,  as  provided  in  this  Section,  such
          determination   shall  apply  to  any  adjournment  of  such  meeting.


Section 6. Presiding  Officer.  Meetings of the  Stockholders  shall be presided
     over by the President.

                                      -42-


<PAGE>


Section 7. Proxies.  At all meetings of Stockholders,  a Stockholder may vote by
     proxy  executed in writing by the  Stockholder  or the  Stockholder's  duly
     authorized attorney-in-fact. Such proxies shall be filed with the Secretary
     of the Corporation before or at the time of the meeting.  No proxy shall be
     valid  after 11 months  from the date of its  execution,  unless  otherwise
     provided in the proxy.


Section 8. Voting of Shares by Stockholders.

     A.   Neither  treasury  shares,  nor  shares of its own  stock  held by the
          Corporation  in a  fiduciary  capacity,  nor  shares  held by  another
          corporation  if a  majority  of the  shares  entitled  to vote for the
          election  of  directors  of  such  other  corporation  is held by this
          Corporation,  shall be voted at any meeting or counted in  determining
          the total number of outstanding shares at any given time.

     B.   At each meeting of the Stockholders,  except as otherwise  provided by
          law or by the  Articles of  Incorporation,  every  holder of record of
          stock entitled to vote shall be entitled to one vote for each share of
          stock standing in his name on the books of the Corporation.  Elections
          of directors shall be determined by a plurality of the votes cast, and
          except as otherwise provided by law, the Articles of Incorporation, or
          these  Bylaws,  all other actions shall be determined by a majority of
          the votes cast at such meeting. Each proxy to vote shall be in writing
          and signed by the Stockholder or by his duly  authorized  attorney and
          shall not be voted or acted upon after  eleven  (11)  months  from the
          date of its  execution,  unless such proxy  expressly  provides  for a
          longer period.

     C.   At all  elections  of  directors,  the voting shall be by ballot or in
          such other manner as may be determined by the Stockholders  present in
          person or by proxy entitled to vote at such election.  With respect to
          any other matter presented to the Stockholders for their consideration
          at a meeting,  any Stockholder  entitled to vote may, on any question,
          demand a vote by  ballot.  The  cumulative  system of  voting  for the
          election of directors or for any other purpose shall not be allowed.

     D.   A  complete  list of the  Stockholders  entitled  to vote at each such
          meeting, arranged in alphabetical order, with the address of each, and
          the number of shares registered in the name of each Stockholder, shall
          be prepared by the Secretary and shall be open to the  examination  of
          any  Stockholder,  for any  purpose  germane  to the  meeting,  during
          ordinary  business hours, for a period of at least ten (10) days prior
          to the meeting, either at a place within the city where the meeting is
          to be held,  which  place  shall be  specified  in the  notice  of the
          meeting, or, if not so specified, at the place where the meeting is to
          be held.  The list  shall  also be  produced  and kept at the time and
          place  of the  meeting  during  the  whole  time  thereof,  and may be
          inspected by any Stockholder who is present.

     E.   The Board of Directors in advance of any meeting of  Stockholders  may
          appoint one or more  inspectors  of election to act at that meeting or
          any  adjournment  thereof.  If  inspectors  of  election  are  not  so
          appointed,  the Chairman of the meeting may, and on the request of any
          Stockholder  entitled to vote shall, appoint one or more inspectors of
          election.  Each  inspector  of  election,  before  entering  upon  the
          discharge  of his duties,  shall take and sign an oath  faithfully  to
          execute  the duties of  inspector  of election  at such  meeting  with
          strict  impartiality  and  according  to the best of his  ability.  If
          appointed,  inspectors of election shall take charge of the polls and,
          when the vote is completed,  shall make a certificate of the result of
          the vote taken and of such other facts as may be required by law.

                                      -43-


<PAGE>


Section 9. Informal Action by Stockholders. Any action required to be taken at a
     meeting of the  Stockholders  or any other  action  which may be taken at a
     meeting of the  Stockholders may be taken without a meeting if a consent in
     writing,  setting forth the action so taken,  shall be signed by all of the
     Stockholders  entitled to vote with respect to the subject matter  thereof.
     Such  consent  shall have the same force and effect as a unanimous  vote of
     the  Stockholders and may be stated as such in any documents filed with the
     Secretary of State of Colorado under the Colorado Business Corporation Act.


Section 10.  Presumption  of Assent.  A Stockholder  of the  Corporation  who is
     present at a meeting of the  Stockholders  at which action on any corporate
     matter is taken  shall be presumed  to have  assented  to the action  taken
     unless such  Stockholder's  dissent  shall be entered in the Minutes of the
     meeting or unless such Stockholder shall have filed written dissent to such
     action with the person  acting as the  Secretary of the meeting  before the
     adjournment  thereof or shall forward such dissent by certified mail to the
     Secretary of the Corporation  immediately  following the adjournment of the
     meeting.  Such right to dissent shall not apply to a Stockholder  who voted
     in favor of such action.


                                   ARTICLE III
                                    Directors

Section 1. Number.  The property,  affairs and business of the Corporation shall
     be  managed  by a Board of  Directors  of not less than two (2)  persons as
     shall be fixed by the Board of Directors.  Except as hereinafter  provided,
     Directors  shall be elected at the Annual Meeting of the  Stockholders  and
     each Director shall serve until the next annual meeting of  shareholders or
     his  resignation  or removal and until his  successor  shall be elected and
     qualify.


Section 2.  Increase in Numbers.  The number of  Directors  may be  increased or
     decreased  from  time to time by a  majority  vote of the  whole  Board  of
     Directors,  provided  however,  that no  vote to  decrease  the  number  of
     Directors  shall have the effect of  shortening  the term of any  incumbent
     Director.


Section 3. Qualification. Directors need not be Stockholders of the Corporation.


Section 4. Quorum.  A majority of the  Directors in office shall be necessary to
     constitute a quorum for the  transaction of business.  If at any meeting of
     the  Board of  Directors  there  shall be less  than a  quorum  present,  a
     majority of those present may adjourn the meeting  without  further notice,
     from time to time, until a quorum shall have been obtained.

                                      -44-


<PAGE>


Section 5.  Vacancies.  Any  Director  may resign at any time by giving  written
     notice  to the  President  or to the  Secretary  of the  Corporation.  Such
     resignation  shall take effect at the time  specified  therein  except such
     resignations  shall  not  be  submitted  effective  retroactively.   Unless
     otherwise  specified therein,  the acceptance of such resignation shall not
     be necessary to make it effective.  Any Director may be removed at any time
     in the manner  provided  in the  Colorado  Business  Corporation  Act.  Any
     vacancy  occurring  in  the  Board  of  Directors  may  be  filled  by  the
     affirmative vote of the Stockholders, or by the remaining Directors, though
     less than a quorum, or by a sole remaining Director.  A Director elected to
     fill a vacancy shall be elected for the unexpired  term of such  Director's
     predecessor in office. Any vacancy may be filled by the affirmative vote of
     Directors  then in office or by an  election  at an Annual  Meeting or at a
     Special Meeting of Stockholders called for that purpose,  and a Director so
     chosen shall hold office until the next Annual meeting of Stockholders  and
     thereafter  until such  Director's  successor  shall have been  elected and
     qualified.


Section 6. Meetings. Regular meetings of the Board of Directors shall be held at
     such  times as are fixed  from  time to time by  resolution  of the  Board.
     Special  Meetings may be held at any time upon call of the President,  or a
     majority  of  Directors  serving as members  of the Board of  Directors.  A
     meeting of the Board of Directors shall be held without notice  immediately
     following the Annual Meeting of the Stockholders.  Notice need not be given
     of regular  meetings  of the Board of  Directors  held at any time  without
     notice if all the Directors are present, or if before the meeting those not
     present  waive such notice in writing.  Notice of a meeting of the Board of
     Directors  need not state the purpose of nor the business to be  transacted
     at such meeting.


Section 7.  Presumption of Assent.  A Director of the Corporation who is present
     at a meeting of the Board of  Directors  at which  action on any  corporate
     matter is taken  shall be presumed  to have  assented  to the action  taken
     unless  such  Director's  dissent  shall be entered  in the  Minutes of the
     meeting or unless such Director  shall have filed  written  dissent to such
     action with the person  acting as the  Secretary of the meeting  before the
     adjournment  thereof or shall forward such dissent by certified mail to the
     Secretary of the Corporation  immediately  following the adjournment of the
     meeting.  Such right to dissent  shall not apply to a Director who voted in
     favor of such action.


Section 8. Removal.  At any meeting of  Stockholders,  any Director or Directors
     may be removed from office, without assignment of any reason therefor, by a
     requisite majority of the Stockholders.  When any Director or Directors are
     removed,  new Directors may be elected at the same meeting of  Stockholders
     for the unexpired  term of the Director or Directors to be removed.  If the
     Stockholders  fail to elect persons to fill the unexpired  term or terms of
     the Director or Directors removed, such unexpired terms shall be considered
     vacancies on the Board to be filled by the remaining Directors.


Section 9. Informal  Action by Directors.  Any action  required to be taken at a
     meeting of the Board of Directors or any other action which may be taken at
     a meeting  of the Board of  Directors  may be taken  without a meeting if a
     consent in writing,  setting forth the action so taken,  shall be signed by
     all of the  Directors  entitled to vote with respect to the subject  matter
     thereof.  Such consent  shall have the same force and effect as a unanimous
     vote of the Directors and may be stated as such in any documents filed with
     the Secretary of State of Colorado under the Colorado Business  Corporation
     Act.


Section 10. Compensation. Directors and members of any committee of the Board of
     Directors  shall be  entitled  to such  reasonable  compensation  for their
     services as Directors  and members of any such  committee as shall be fixed
     from time to time by resolution  of the Board of Directors,  and shall also
     be  entitled  to  reimbursement  for any  reasonable  expenses  incurred in
     attending such meetings. The compensation of Directors may be on such basis
     as is determined in the resolution of the Board of Directors. Any Directors
     receiving  compensation  under  these  provisions  shall not be barred from
     serving the  Corporation  in any other  capacity and  receiving  reasonable
     compensation for such other services.


                                      -45-

<PAGE>


Section 11. Committees.  The Board of Directors,  by a resolution or resolutions
     adopted by a majority  of the  members of the whole  Board,  may appoint an
     executive committee, an audit committee and such other committees as it may
     deem appropriate. Each such committee shall consist of at least two members
     of the Board of Directors.  Each committee shall have and may exercise such
     powers as shall be conferred or authorized by the resolution  appointing it
     and as otherwise provided by Colorado law. A majority of any such committee
     may  determine  its action and may fix the time and place of its  meetings,
     unless provided otherwise by the Board of Directors. The Board of Directors
     shall have the power at any time to fill  vacancies  in, to change the size
     of membership of and to discharge any such committee.

     A.   Committee to Keep Written  Records.  Each such committee  shall keep a
          written  record  of its acts and  proceedings  and shall  submit  such
          record to the Board of Directors at each regular  meeting  thereof and
          at such other times as requested by the Board of Directors.

     B.   Failure to Keep Written  Records.  Failure to submit such records,  or
          failure of the Board to approve any action indicated therein will not,
          however,  invalidate such action to the extent it has been carried out
          by the Corporation prior to the time the record of such action was, or
          should  have  been,  submitted  to the  Board of  Directors  as herein
          provided.


Section 12.  Director  Voting.  At all meetings of the Board of Directors,  each
     Director present shall have one vote,  irrespective of the number of shares
     of stock, if any, which such Director may hold.


Section 13. Majority.  The action of a majority of the Directors  present at any
     meeting  at  which a quorum  is  present  shall be the act of the  Board of
     Directors with respect to regularly conducted business affairs.  Any action
     authorized,  in writing,  by all of the Directors  entitled to vote thereon
     and filed with the minutes of the Corporation shall be the act of the Board
     of Directors  with the same force and effect as if the same had been passed
     by unanimous vote at a duly called meeting of the Board.


Section  14.  Board  and  Committee  Meeting  by  Telephone.  Any  one  or  more
     (including,  without limitation, all) members of the Board of Directors, or
     any committee  thereof,  may  participate in a meeting of the Board or such
     committee  by means of a  conference  telephone  or similar  communications
     equipment  allowing all persons  participating  in the meeting to hear each
     other  at the same  time.  Participation  by such  means  shall  constitute
     presence in person at a meeting.


                                   ARTICLE IV
                                    Officers



                                      -46-
<PAGE>


Section 1. Election and Term of Office. The Officers of the Corporation shall be
     elected  by the Board of  Directors  annually  at the first  meeting of the
     Board held after each Annual Meeting of the  Stockholders.  If the election
     of the Officers  shall not be held at such meeting,  such election shall be
     held as soon thereafter as conveniently may occur.  Each Officer shall hold
     office  until the first of the  following  to occur:  until such  Officer's
     successor shall have been duly elected and shall have  qualified;  or until
     such  Officer's  death;  or until such Officer shall resign;  or until such
     Officer shall have been removed in the manner herein provided. The Officers
     of the Corporation shall be a President,  Secretary,  Treasurer and one (1)
     or more Vice-Presidents,  Assistant Secretaries or Assistant Treasurers, at
     the  discretion  of the Board of  Directors.  In  addition,  there may be a
     Chairman of the Board of  Directors  and such  subordinate  Officers as the
     Board of Directors may deem necessary.


Section 2. Removal.  Any Officer or agent or employee of the  Corporation may be
     removed  by the  Board  of  Directors  whenever  in its  judgment  the best
     interests of the Corporation will be served thereby, but such removal shall
     be without  prejudice  to the  contract  rights,  if any,  of the person so
     removed.  Election  or  appointment  of any  Officer or agent  shall not of
     itself create contract rights.


Section 3. Vacancies.  Any vacancy in an office from any cause may be filled for
     the unexpired portion of the term by the Board of Directors.


Section 4. Chairman of the Board - Chief Executive Officer.  The Chairman of the
     Board shall be the chief  executive  officer of the  Corporation  and shall
     preside at all meetings of the Board of Directors  and of the  Stockholders
     at which he is present.  He shall have  general  charge of the business and
     affairs of the  Corporation,  may  execute  in the name of the  Corporation
     authorized corporate  obligations or other instruments,  shall perform such
     other duties as may be  prescribed  by the Board of Directors  from time to
     time,  and, in the absence or disability of the  President,  shall exercise
     all of the powers and duties of the President. In the absence or disability
     of the Chairman of the Board,  the President  shall exercise all the powers
     and duties of the Chairman of the Board.  In addition,  the President shall
     perform such duties as may be  prescribed  by the Board of  Directors  from
     time to time or as may from time to time be  prescribed  by the Chairman of
     the Board.


Section 5. President.  The President shall be the chief operating officer of the
     Corporation and, in the absence or disability of the Chairman of the Board,
     he shall  exercise  all of the  powers and  duties of the  Chairman  of the
     Board.  He shall have general and active  supervision  of the operations of
     the  Corporation  and shall,  from time to time,  make such  reports of the
     Chairman of the Board may  require.  He shall have the  general  powers and
     duties of  supervision  usually  vested in the office of the president of a
     corporation  and shall have such other powers and duties as may,  from time
     to time,  be assigned to him by the Board of  Directors  or the Chairman of
     the Board.

     The President shall execute all deeds,  conveyances,  deeds of trust, bonds
     and other contracts  requiring a seal,  under the seal of the  Corporation,
     except  where  required  or  permitted  by law to be  otherwise  signed and
     executed  and except  where the  signing  and  execution  thereof  shall be
     expressly  delegated  by the Board of Directors to some Officer or agent of
     the Corporation.


Section 6. Duties of Secretary. The Secretary shall:

     A.   Keep the minutes of the meeting of the  Stockholders  and of the Board
          of Directors in books provided for that purpose.

     B.   Disseminate  all notices in  accordance  with the  provisions of these
          Bylaws or as required by law.


                                      -47-

<PAGE>



Section 7. Duties of Treasurer - Chief Financial Officer.  The Treasurer - Chief
     Financial  Officer shall have the care and custody of the  corporate  funds
     and securities,  sign checks,  drafts,  notes and orders for the payment of
     money,  pay out and disburse the funds of the Corporation as may be ordered
     by the Board,  taking proper vouchers for such payments and  disbursements,
     deposit all monies and  securities  belonging  to the  Corporation  and, in
     general,  perform  such other  duties as are  customarily  performed by the
     Treasurer - Chief Financial Officer.

     The Treasurer shall:

          A.   Have charge and custody of, and be responsible for, all funds and
               securities of the Corporation.

          B.   Render  a  statement  of the  condition  of the  finances  of the
               Corporation  from time to time and at the specific request of the
               Board of Directors.

          C.   Receive  and give  receipts  for  monies  due and  payable to the
               Corporation from any source whatsoever.

          D.   Perform all duties incident to the office of Treasurer,  and such
               other duties as from time to time may be assigned by the Board of
               Directors or by the  President.  The Treasurer may be required to
               give bond for the faithful  performance of Treasurer's  duties in
               such sum and with such surety as may be  determined  by the Board
               of Directors.


Section 8. Duties of Vice-President. The Vice-President(s),  if appointed in the
     discretion  of the Board of  Directors,  shall  perform  such duties as are
     incident to their offices, or are properly required of them by the Board of
     Directors or are assigned to them by the Articles of Incorporation or these
     Bylaws.


Section 9.  Duties of  Assistant  Secretaries,  Assistant  Treasurers  and Other
     Subordinate Officers.  Assistant  Secretaries,  Assistant  Treasurers,  and
     other  subordinate  Officers  appointed  by the  Board of  Directors  shall
     exercise such powers and perform such duties as may be delegated to them by
     the resolutions  appointing them, or by subsequent resolutions adopted from
     time to time.


Section 10.  Duties of  Officers  May Be  Delegated.  In case of the  absence or
     disability of any officer of the Corporation,  or for any other reason that
     the Board may deem sufficient,  the Board may delegate, for the time being,
     the powers or duties, or any of them, of such officer to any other officer,
     or to any director.


Section 11. Salaries.  The salaries of all Officers of the Corporation  shall be
     fixed by the Board of Directors.  No Officer shall be ineligible to receive
     such  salary  by  reason  of the  fact  that he is also a  Director  of the
     Corporation and receiving compensation therefor.


Section 12. Checks and Endorsements. All checks and drafts upon the funds to the
     credit of the  Corporation  in any of its  depositories  shall be signed by
     such of its Officers or agents as shall from time to time be  determined by
     resolution  of the  Board of  Directors  which may  provide  for the use of
     signatures under specific  conditions,  and all notes, bills,  receivables,
     trade  acceptances,  drafts and other evidences of indebtedness  payable to
     the Corporation shall, for the purpose of deposit,  discount, or collection
     be endorsed by such Officers or agents of the Corporation or in such manner
     as shall  from time to time be  determined  by  resolution  of the Board of
     Directors.



                                      -48-
<PAGE>


                                    ARTICLE V
                                      Stock

Section  1.   Certificates.   The  shares  of  stock  shall  be  represented  by
     consecutively  numbered  certificates signed in the name of the Corporation
     by its President and the Secretary and shall be sealed with the seal of the
     Corporation,   or  with  a  facsimile   thereof.   The  signatures  of  the
     Corporation's Officers on such certificate may also be a facsimile engraved
     or printed if the  certificate is  countersigned  by the transfer agent, or
     registered by a registrar. In the event any Officer who has signed or whose
     facsimile signature has been placed upon such certificate shall have ceased
     to be such  before  the  certificate  is  issued,  it may be  issued by the
     Corporation with the same effect as if such Officer had not ceased to be an
     officer at the date of its issue.  Certificates  of stock  shall be in such
     form  consistent with law as shall be prescribed by the Board of Directors.
     No  certificate  shall be issued until the shares  represented  thereby are
     fully paid.


Section  2.   Consideration  for  Shares.   Shares  shall  be  issued  for  such
     consideration,  expressed in dollars as shall be fixed from time to time by
     the Board of  Directors.  Treasury  shares  shall be  disposed  of for such
     consideration expressed in dollars as may be fixed from time to time by the
     Board. Such  consideration may consist in whole or in part of money,  other
     property, tangible or intangible, a promissory note or in labor or services
     actually  performed for the  Corporation,  or such other  consideration  as
     shall be permitted under the Colorado Business Corporation Act.


Section 3. Lost, Destroyed or Stolen Certificates. No certificates for shares of
     stock in the  Corporation  shall  be  issued  in  place of any  certificate
     alleged to have been lost,  destroyed  or stolen  except on  production  of
     evidence  satisfactory to the Board of Directors of such loss,  destruction
     or theft; and if the Board of Directors so requires, upon the furnishing of
     an indemnity bond in such amount and with such terms and such surety as the
     Board of Directors may, in its discretion, require.


Section 4. Transfer of Shares.

     A.   Upon  surrender  to the  Corporation  of a  certificate  of stock duly
          endorsed or accompanied by proper evidence of succession,  assignment,
          or authority to transfer,  it shall be the duty of the  Corporation to
          issue a new certificate to the person entitled thereto, and cancel the
          old certificate.  Every such transfer of stock shall be entered on the
          stock  book of the  Corporation  which  shall  be kept  either  at the
          offices  of the  Corporation's  legal  counsel,  at the  Corporation's
          principal office or by its registered duly appointed agent.

     B.   The Corporation shall be entitled to treat the holder of record of any
          share of stock as the holder in fact thereof, and, accordingly,  shall
          not be bound to recognize  any equitable or other claim to interest in
          such  share on the part of any other  person  whether  or not it shall
          have express or other notice thereof, except as may be required by the
          laws of the State of Colorado.



                                      -49-
<PAGE>



Section 5. Record Dates.  The Board of Directors may fix in advance a date,  not
     less than ten (10) or more than fifty (50) days  preceding  the date of any
     meeting of stockholders or the date for the payment of any dividend, or the
     date for the  distribution  or  allotment  of rights,  or the date when any
     change,  conversion or exchange of capital stock shall go into effect, as a
     record date for the  determination  of Stockholders  entitled to notice of,
     and to vote at, any such  meeting,  or entitled  to receive  payment of any
     such dividend,  or to receive any distribution or allotment of such rights,
     or to  exercise  the rights in respect of any such  change,  conversion  or
     exchange or capital stock, and in such case only such Stockholders as shall
     be  Stockholders  of record on the date so fixed  shall be entitled to such
     notice  of, and to vote at,  such  meeting,  or to receive  payment of such
     dividend,  or to receive such  distribution  or allotment of rights,  or to
     exercise  any stock on the books of the  Corporation  after any such record
     date fixed as aforesaid.


Section 6. Voting on Stock. All stock owned by the Corporation, other than stock
     of the Corporation,  shall be voted, in person or by proxy, by the Chairman
     of the Board,  the Vice  Chairman of the Board,  the  President or any Vice
     President of the Corporation on behalf of the  Corporation  upon resolution
     and approval by the board.


                                   ARTICLE VI
                      Contracts, Loans, Checks and Deposits

Section 1. Contracts.  The Board of Directors may authorize any officer or agent
     to enter into any  contract or execute and  deliver any  instrument  in the
     name of and on behalf of the Corporation, and such authority may be general
     or confined to specific instances.


Section 2. Loans.  No loans shall be contracted on behalf of the Corporation and
     no evidence of indebtedness  shall be issued in its name unless  authorized
     by a resolution of the Board of Directors. Such authority may be general or
     confined to specific instances.


Section 3.  Checks,  Drafts,  etc. All checks,  drafts,  or other orders for the
     payment of money,  notes or other evidences of  indebtedness  issued in the
     name of the  Corporation  shall be signed by such  officer  or agent of the
     Corporation  and in such manner as shall from time to time be determined by
     resolution of the Board of Directors.


Section 4. Deposits. The money of the Corporation shall be deposited in the name
     of the Corporation in such banks, trust companies,  or other  depositories,
     as the Board of Directors  may  designate and shall be subject to the order
     of the Corporation signed by such officer or agent of the Corporation,  and
     in such manner as shall from time to time be  determined  by  resolution of
     the Board of Directors.


                                   ARTICLE VII
                                 Corporate Seal

     The corporate seal of the Corporation  shall consist of a circular  imprint
bearing  around  the  outside  rim the  name  of the  Corporation  and the  word
"Colorado" and in the center shall be inscribed the word "Seal".


                                  ARTICLE VIII
                               Amendment of Bylaws


                                      -50-

<PAGE>



Section 1. By  Shareholders.  All Bylaws of the Corporation  shall be subject to
     alteration  or repeal and new Bylaws may be made by the  requisite  vote of
     Stockholders,  a quorum being present in person or by proxy,  provided that
     the notice or waiver of notice of such meeting shall have summarized or set
     forth in full therein the proposed amendment.


Section 2. By Directors. The Board of Directors shall have power to make, adopt,
     later, amend or repeal, from time to time, these Bylaws of the Corporation.


                                   ARTICLE IX
                                   Fiscal Year

     The fiscal year end of the Corporation  shall be as determined by the Board
of Directors.

                                    ARTICLE X
                                    Approval

     The undersigned  hereby  certifies that the foregoing  Bylaws  constitute a
true and complete copy of the Bylaws of VILLA PASTA, INC. and the same have been
approved,  ratified  and accepted by the Board of Directors as the Bylaws of the
Corporation.




Dated: October 31, 1999              /s/ Craig Van Scoten, President
                                     -------------------------------
                                         Craig Van Scoten, President



                                      -51-

<TABLE> <S> <C>


<ARTICLE>                     5

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-START>                                 JAN-01-1999
<PERIOD-END>                                   SEP-30-1999
<CASH>                                         34,371
<SECURITIES>                                        0
<RECEIVABLES>                                  20,480
<ALLOWANCES>                                        0
<INVENTORY>                                     7,133
<CURRENT-ASSETS>                               61,984
<PP&E>                                          5,465
<DEPRECIATION>                                      0
<TOTAL-ASSETS>                                 67,449
<CURRENT-LIABILITIES>                           6,722
<BONDS>                                             0
                               0
                                         0
<COMMON>                                       84,775
<OTHER-SE>                                     (24,048)
<TOTAL-LIABILITY-AND-EQUITY>                   67,449
<SALES>                                        63,685
<TOTAL-REVENUES>                               63,685
<CGS>                                          32,277
<TOTAL-COSTS>                                  32,277
<OTHER-EXPENSES>                               55,421
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                  0
<INCOME-PRETAX>                                (24,013)
<INCOME-TAX>                                        0
<INCOME-CONTINUING>                            (24,013)
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                   (24,013)
<EPS-BASIC>                                    (0.02)
<EPS-DILUTED>                                  (0.02)



</TABLE>



© 2019 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission