SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

                            Commission File #0-30503

                          PANGEA PETROLEUM CORPORATION
        (Exact name of small business issuer as specified in its charter)

                                    COLORADO
         (State or other jurisdiction of incorporation or organization)

                                   76-0635938
                      (IRS Employer Identification Number)

          9801 Westheimer, Suite 302, Houston, Texas     77042
           (Address of principal executive offices)    (Zip Code)

                                 (713) 706-6350
                (Registrant's telephone no., including area code)




Check whether issuer (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

The number of shares outstanding of the Company's common stock as of August 8,
2005 is shown below:

Title of Class Number of Shares Outstanding Common Stock, $.001 par value per
share 186,679,846

Documents Incorporated by Reference: None

                                       1
<PAGE>

                          PANGEA PETROLEUM CORPORATION
                                   FORM 10-QSB


                                Table of Contents

PART  I  -  FINANCIAL  INFORMATION

Item  1  -  Financial  Statements

Item  2  -  Management's  Discussion and Analysis or Plan of Operations

Item  3  -  Controls and Procedures


PART II  -  OTHER INFORMATION

Item 2  -  Unregistered Sales of Equity  Securities and Use of Proceeds

Item 6  -  Exhibits

SIGNATURES


                                       2
<PAGE>

                            FORWARD LOOKING STATEMENT

The following discussion should be read in conjunction with our unaudited
consolidated interim financial statements and related notes thereto included in
this quarterly report and in our audited consolidated financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") contained in our Form 10-KSB for the year ended December 31,
2004.

The Company is including the following cautionary statement in this Form 10-QSB
to make applicable and take advantage of the safe harbor provision of the
Private Securities Litigation Reform Act of 1995 for any forward-looking
statements made by, or on behalf of, the Company. Forward-looking statements
include statements concerning plans, objectives, goals, strategies,
expectations, future events or performance and underlying assumptions and other
statements which are other than statements of historical facts. Certain
statements contained herein are forward-looking statements and, accordingly,
involve risks and uncertainties which could cause actual results or outcomes to
differ materially from those expressed in the forward-looking statements.

The Company's expectations, beliefs and projections are expressed in good faith
and are believed by the Company to have a reasonable basis, including without
limitations, management's examination of historical operating trends, data
contained in the Company's records and other data available from third parties,
but there can be no assurance that management's expectations, beliefs or
projections will result or be achieved or accomplished. In addition to other
factors and matters discussed elsewhere herein, the following are important
factors that, in the view of the Company, could cause actual results to differ
materially from those discussed in the forward-looking statements: our ability
to secure leases for our oil and gas projects; our ability to obtain acceptable
forms and amounts of financing; the demand for, and price level of, our products
and services; competitive factors; the ability to mitigate concentration of
business in a small number of customers; the evolving industry and technology
standards; the ability to protect proprietary technology; the dependence on key
personnel; and the effect of business interruption due to political unrest; oil
and gas prices; and our ability to efficiently manage our operations. The
Company has no obligation to update or revise these forward-looking statements
to reflect the occurrence of future events or circumstances.

The statements contained herein and other information contained in this report
may be based, in part, on management's estimates, projections, plans and
judgments. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or those anticipated. In this report, the words
"anticipates", "believes", "expects", "intends", "future", "plans", "targets"
and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on the forward-looking statements
contained herein. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that may arise
after the date hereof. Additionally, these statements are based on certain
assumptions that may prove to be erroneous and are subject to certain risks
including, but not limited to, the Company's dependence on limited cash
resources, its dependence on certain key personnel within the Company, and its
ability to raise additional capital. The Company's ability to generate long-term
value for the common stockholder is dependent upon the acquisition of profitable
energy prospects. There are many companies participating in the oil and gas
industry, many with resources greater than the Company. Greater competition for
profitable operations can increase prices and make it more difficult to acquire
assets at reasonable multiples of cash flow. The Company believes that it will
be able to compete in this environment and will be able to find attractive
investments; however, it is not possible to predict competition or the effect
this will have on the Company's operations. The Company's operations are also
significantly affected by factors, which are outside the control of the Company,
including the prices of oil and natural gas, environmental and governmental
regulations. Accordingly, actual results may differ, possibly materially, from
the predictions contained herein.


                                       3
<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS


The financial statements of the company are set forth beginning on page F-1.


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

GENERAL

Pangea Petroleum Corporation ("Pangea" or "Company"), a Colorado corporation,
was organized on March 11, 1997 as Zip Top, Inc. On December 11, 1998, the
Company changed its name to Pangea Petroleum Corporation. Our offices are
located at 9801 Westheimer, Suite 302, Houston, Texas 77042. Our website is
www.pangeapetroleum.com.

Pangea is a publicly traded company listed on the OTC Electronic Bulletin Board
under the symbol "PAPO". The Company is an independent energy company focused on
the exploration and development of oil and natural gas reserves, whose core
business is directed to the development of oil and gas prospects in proven
onshore production areas. Pangea is pursuing a development program designed to
achieve profitability by distributing risk across multiple oil and gas projects.
Pangea diversifies its risk by carefully identifying prospects that fit within
strict parameters and by taking a minority working interest in each project. The
Company devotes essentially all of its resources to development of revenue
producing activities by keeping overhead at a minimum level through the
retention of carefully selected consultants, contractors and service companies.

Pangea is working to create shareholder value by using capital and proven
technology to exploit energy prospects that are of minor interest to larger
companies due to their size and location. The Company invests in projects at
different levels of participation, generally as a minority owner, such that
daily operating responsibility is in the hands of experienced, high quality
partners and contractors. Producing properties may be resold as appropriate to
establish and maintain optimum asset value.

Since its inception, the Company has suffered recurring losses from operations
and has been dependent on existing stockholders and new investors to provide the
cash resources to sustain its operations. During the three months ended June 30,
2005 the Company reported a loss of $44,300 while a loss of $286,382 was
reported for the three months ended June 30, 2004.

The Company's long-term viability as a going concern is dependent on certain key
factors, as follows:

      -     The Company's ability to continue to obtain sources of outside
            financing to allow the Company to continue to make strategic
            investments in new oil and gas well prospects.

      -     The Company's ability to locate attractive development prospects,
            and coordinate with timely funding that will allow the Company to
            continue to increase oil and gas reserves and production.

      -     The Company's ability to increase profitability and sustain a cash
            flow level that will ensure support for continuing operations.


RESULTS OF OPERATIONS

During the second quarter of 2005, the Company reported $12,841 in revenue. This
revenue is from the Company's interest in five producing wells.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company's discussion and analysis of its financial condition and results of
operations are based upon its consolidated financial statements, which have been
prepared in accordance with generally accepted accounting principles in the


                                       4
<PAGE>

United States. The preparation of these financial statements requires the
Company to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenue and expenses, and related disclosure of contingent
assets and liabilities. On an ongoing basis, the Company evaluates its
estimates. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances. These estimates and assumptions provide a basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions, and these differences may
be material.

The Company believes the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements.


OIL AND GAS PRODUCING ACTIVITIES

The Company follows the "successful efforts" method of accounting for its oil
and gas properties. Under this method of accounting, all property acquisition
costs (cost to acquire mineral interests in oil and gas properties) and costs
(to drill and equip) of exploratory and development wells are capitalized when
incurred, pending determination of whether the well has found proved reserves.
If an exploratory well has not found proved reserves in commercial quantities,
the costs associated with the well are charged to expense. The costs of
development wells are capitalized whether productive or nonproductive.
Geological and geophysical costs and the costs of carrying and retaining
undeveloped properties are expensed as incurred. Management estimates the future
liability for plugging and abandonment of the related wells. Accordingly, a net
cost of $8,413 has been recorded for plugging and abandonment.

Unproved oil and gas properties that are individually significant are
periodically assessed for impairment of value, and a loss is recognized at the
time of impairment by providing an impairment allowance. Other unproved
properties are amortized based on the Company's average holding period.
Capitalized costs of producing oil and gas properties after considering
estimated dismantlement and abandonment costs and estimated salvage values are
depreciated and depleted by the unit-of-production method. On the sale or
retirement of a complete unit of a proved property, the cost and related
accumulated depreciation, depletion, and amortization are eliminated from the
property accounts, and the resultant gain or loss is recognized. On the
retirement or sale of a partial unit of proved property, the cost is charged to
accumulated depreciation, depletion, and amortization with a resulting gain or
loss recognized in the statement of operations.

On the sale of an entire interest in an unproved property for cash or cash
equivalent, gain or loss on the sale is recognized, taking into consideration
the amount of any recorded impairment if the property had been assessed
individually. If a partial interest in an unproved property is sold, the amount
received is treated as a reduction of the cost of the interest retained.


OIL AND GAS REVENUES

Oil and gas revenues are recorded under the sales method. The Company recognizes
oil and gas revenues as production occurs. As a result, the Company accrues
revenue relating to production for which the Company has not received payment.

Since its inception, the Company has suffered recurring losses from operations
and has been dependent on existing stockholders and new investors to provide the
cash resources to sustain its operations.


COMPARISON OF THREE MONTHS ENDED JUNE 30, 2005 TO THREE MONTHS ENDED JUNE 30,
2004.


The net loss of $44,300 for the three months ended June 30, 2005 decreased by
$242,082 from the net loss of $286,382 for the three months ended June 30, 2004.
The decrease is a result of the reduction in dry hole drilling expense, and in
stock based compensation resulting from a restructuring of executive contracts
for the first half of 2005.


The Company generated revenue from the participation in ongoing oil and gas
wells in the amount of $12,841 for the three months ended June 30, 2005,
compared to $18,852 in revenue in the three months ended June 30, 2004. Total
assets increased to $237,927 at June 30, 2005 compared to $230,746 at December
31, 2004 which is primarily reflected in an addition of prepaid expenses to
$16,250 at June 30, 2005 and oil and gas properties (successful efforts method)
which increased to $196,142 at June 31, 2005 compared to $179,204 at December
31, 2004.


                                       5
<PAGE>

Total liabilities at June 30, 2005 are $511,857 compared to $485,030 at December
31, 2004, which is an increase in total liabilities of $26,845. The increase in
liabilities is primarily due to an increase in accrued liabilities ($67,696 at
June 30, 2005 compared to $44,426 at December 31, 2004), related to accrued
interest on notes payable.


LIQUIDITY AND CAPITAL RESOURCES

The Company's operating activities used cash in the amount of $7,473 for the
quarter ended June 30, 2005 related primarily to professional fees and expenses
on producing wells. The Company is currently generating revenue from five wells
but was not able to generate positive cash flow from operations for the six
months ended June 30, 2005. The Company utilized cash from financing activities
to fund investing activities in 2004. The net cash from financing activities
decreased year-to-date in 2005 to $28,407 from $201,000 at December 31, 2004.
The Company intends to continue investing in additional oil and gas projects but
will need additional private placements, debt financing or equity investment in
order to participate fully and at the levels the Company intends. There can be
no assurance that any of the plans developed by the Company will produce cash
flows sufficient to ensure its long-term viability.


OUTLOOK

Pangea has identified additional prospects scheduled for drilling in 2005 in
Henderson County Texas, Colorado County, Texas, Panola County, Texas and De Witt
County Texas. The Company is also in the process of evaluating several
additional prospects for 2005.

Henderson County, Texas is an 11,500' test in the Rodessa and Pettit, with a
secondary objective in the Upper Travis Peak. The first well has the potential
to prove up an additional well in the fault trap and, if successful will lead to
drilling in four additional analogous fault blocks on the leased acreage. Pangea
expects to have a 2% working interest and 1.54% net interest in the first well.
This well is still under evaluation by Pangea and, if participation is taken is
expected to be ready for drilling in the fourth quarter 2005.

Colorado County, Texas is a 10,000' test of the Wilcox. This project has been
developed based on 3D seismic data and analysis of existing Wilcox formation in
the area. Pangea has a 2.0% working interest and a 1.5% net interest in the
prospect. The operator of the well experienced budgetary constraints early in
the year and is now in the process of contracting a rig. Due to tight rig
availability the most likely drilling time frame is in September 2005.

Colorado County, Texas is a 10,050' test of the Wilcox. This project has been
developed based on 3D seismic data and analysis of existing Wilcox formation in
the area. Pangea has a 2.0% working interest and a 1.5% net interest in the
prospect. The operator is finalizing the well and the well location and has
indicated that rig availability makes the most likely drilling time frame the
middle of the third quarter.

Colorado County, Texas is a 5,000' test of the Frio. This project has been
developed based on 3D seismic data and analysis shows at least two Frio
objectives in the area. Pangea has a 3.0% working interest and a 2.25% net
interest in the prospect. The well also has several potential additional
locations in the Frio, if the first well is successful.
 The most likely drilling time frame is September 2005.

De Witt County, Texas is a 4800' test of several stacked Yegua objectives
identified by 3D seismic data. The prospect is on trend with existing Yegua
production, and there is considerable shallow Frio and Miocene production that
appears in the area. Two recent 3D wells to the south back up the seismic
analysis on the prospect, and if successful, the lease could provide a follow-up
location. Pangea has committed to a 6.67% working interest and a 5% net interest
in the prospect. It is expected that rig availability will allow this well to be
drilled in the fourth quarter 2005.

Panola County, Texas was a 10,000' Cotton Valley test, set up by a geologic trap
that has produced in nearby fault blocks. The prospect also has Travis Peak
potential. The well is on the same lease as existing Pangea production in the
Upper Travis Peak interval. Upon review of the limited data available, the
prospect did not meet Pangea's investment criteria and we have declined to
participate.

Pangea is actively reviewing additional prospects in Texas and Louisiana, to add
new wells to the prospect list. The Company is continuing its strategy of
evaluating primarily shallow, onshore oil and gas projects that avoid investing


                                       6
<PAGE>

in "wildcat" or exploratory wells, and focusing on investing in development well
prospects that are supported by seismic data, proven production from the
surrounding area and good information from adjacent wells. Additionally, Pangea
will continue to diversify its risk by taking a minority working interest in the
prospects, such that the Company is not dependent on any one project or highly
impacted by an unsuccessful well. The ability to invest further will be heavily
dependent on securing additional capital from investors or debt financing. There
is no assurance that additional equity or debt financing will be available on
terms acceptable to Management.


ITEM 3.  CONTROLS AND PROCEDURES.

Charles B. Pollock, our Chief Executive Officer, and Scott Duncan, our Chief
Financial Officer, have concluded that our disclosure controls and procedures
are appropriate and effective. They have evaluated these controls and procedures
as of the end of the period covered by this report on Form 10-QSB. There were no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.


                           PART II - OTHER INFORMATION

Pursuant to the Instructions on Part II of the Form 10-QSB, Items 1, 3, 4 and 5
are omitted.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


During our quarter ended June 30, 2005, we completed the following transactions
in reliance upon exemptions from registration under the Securities Act of 1933,
as amended (the "Act") as provided in Section 4(2) thereof. Each certificate
issued for unregistered securities contained a legend stating that the
securities have not been registered under the Act and setting forth the
restrictions on the transferability and the sale of the securities. None of the
transactions involved a public offering. We believe that each person had
knowledge and experience in financial and business matters which allowed them to
evaluate the merits and risks of our securities. We believe that each person was
knowledgeable about our operations and financial condition.

During April, 2005, we issued a total of 500,000 shares were issued in a private
placement to one investor for a total of $3,000. During May and June, 2005, we
issued 1,640,000 shares of common stock to two employees and two outside
consultants and recognized total compensation expense of $20,080.

ITEM  6  -  EXHIBITS

     Exhibit 31.1 - Certification of Chief Executive Officer of Pangea Petroleum
Corporation required by Rule 13a - 14(1) or Rule 15d - 14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

     Exhibit 31.2 - Certification of Chief Financial Officer of Pangea Petroleum
Corporation required by Rule 13a - 14(1) or Rule 15d - 14(a) of the Securities
Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.

     Exhibit 32.1 -- Certification of Chief Executive Officer of Pangea
Petroleum Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
and Section 1350 of 18 U.S.C. 63.

     Exhibit 32.2 -- Certification of Chief Financial Officer of Pangea
Petroleum Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
and Section 1350 of 18 U.S.C. 63.


                                       7
<PAGE>

SIGNATURES

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


                  PANGEA PETROLEUM CORPORATION


                   By:  /s/ Charles B.  Pollock           Date: August 12, 2005
                        ---------------------------
                        Charles B.  Pollock,
                        Chairman of the Board and
                        Chief Executive Officer


                                       8
<PAGE>



                          PANGEA PETROLEUM CORPORATION
                                   ----------





              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
        for the three months and six months ended June 30, 2005 and 2004



                                      F-1
<PAGE>

                          PANGEA PETROLEUM CORPORATION
                                TABLE OF CONTENTS
                                   ----------



                                                                      Page

Unaudited Consolidated Condensed Financial Statements:

  Consolidated Condensed Balance Sheets as of June 30, 2005
    and December 31, 2004                                             F-3

  Unaudited Consolidated Condensed Statements of Operations for
    the three months and six months ended June 30, 2005
    and 2004                                                          F-4

  Unaudited Consolidated Condensed Statements of Stockholders'
    Equity for the six months ended June 30, 2005                     F-5

  Unaudited Consolidated Condensed Statements of Cash Flows
    for the six months ended June 30, 2005 and 2004                   F-6

Notes to Unaudited Consolidated Condensed Financial Statements        F-7


                                      F-2
<PAGE>

                          PANGEA PETROLEUM CORPORATION
                 UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET
                       June 30, 2005 and December 31, 2004
                                   ----------


<TABLE>
<CAPTION>
                                                                                       June 30,           December 31,
                                                                                         2005                 2004
     ASSETS                                                                           (Unaudited)            (Note)

<S>                                                                                   <C>                 <C>
Current assets:
  Cash                                                                                $    58,453         $    54,457
  Accounts receivable                                                                       6,921              10,877
  Payroll taxes refundable                                                                  9,879               9,879
  Prepaid expenses                                                                         16,250                -
                                                                                      -----------         -----------

    Total current assets                                                                   91,503              75,213
                                                                                      -----------         -----------

Property and equipment:
  Oil and gas properties (successful efforts method)                                      196,142             179,204
  Other property and equipment                                                             18,174              18,174
  Less accumulated depletion, depreciation and amortization                               (67,892)            (41,845)
                                                                                      -----------         -----------

    Net property and equipment                                                            146,424             155,533
                                                                                      -----------         -----------

      Total assets                                                                    $   237,927         $   230,746
                                                                                      ===========         ===========


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                                                    $     5,695         $     2,138
  Accrued liabilities                                                                      67,696              44,426
  Notes payable to related parties                                                        415,053             415,053
                                                                                      -----------         -----------

    Total current liabilities                                                             488,444             461,617

Obligation for dismantlement and disposal activities                                        8,413               8,413

Notes payable to related parties, net of current portion                                   15,000              15,000
                                                                                      -----------         -----------

    Total liabilities                                                                     511,857             485,030
                                                                                      -----------         -----------

Commitments and contingencies

Stockholders' deficit:
  Preferred stock: $.001 par value; 10,000,000 shares authorized                             -                   -
  Common stock: $.001 par value; 500,000,000 shares authorized;
    184,559,846 and 175,694,413 shares issued and outstanding at
    June 30, 2005 and December 31, 2004, respectively                                     184,560             175,694
  Additional paid-in capital                                                           16,690,437          16,614,739
  Unissued common stock: 1,440,500 shares                                                 192,833             192,833
  Deferred compensation                                                                      -                 (2,000)
  Accumulated deficit                                                                 (17,341,760)        (17,235,550)
                                                                                      -----------         -----------

    Total stockholders' deficit                                                          (273,930)           (254,284)
                                                                                      ------------        -----------

      Total liabilities and stockholders' deficit                                     $   237,927         $   230,746
                                                                                      ===========         ===========
</TABLE>


Note: The balance sheet at December 31, 2004 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.


              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.


                                      F-3
<PAGE>

                          PANGEA PETROLEUM CORPORATION
            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
        for the three months and six months ended June 30, 2005 and 2004

                                   ----------


<TABLE>
<CAPTION>
                                                     Three Months Ended                  Six Months Ended
                                                          June 30,                            June 30,
                                              --------------------------------    --------------------------------
                                                   2005              2004              2005              2004
                                              --------------    --------------    --------------    --------------
<S>                                           <C>               <C>               <C>               <C>
Revenue                                       $       12,841    $       18,852    $       31,839    $       37,780
                                              --------------    --------------    --------------    --------------

Costs and expenses:
  Lease operating expenses                             1,221             1,125             3,051             3,356
  Production taxes                                       624             1,576             3,297             2,962
  Selling, general and administrative,
    excluding stock-based compensation                10,635            59,408            44,745            96,909
  Stock based compensation                            20,080           133,879            38,080           219,579
  Depreciation, depletion and amortization            12,881             3,352            26,047             6,150
  Dry hole costs                                          --           105,909                --           105,909
                                              --------------    --------------    --------------    --------------

    Total costs and expenses                          45,441           305,249           115,220           434,865
                                              --------------    --------------    --------------    --------------

Loss from operations                                 (32,600)         (286,397)          (83,381)         (397,085)
                                              --------------    --------------    --------------    --------------

Other income and (expenses):
  Interest income                                         --             6,104                --             6,104
  Other income                                            --             2,500             8,000             2,500
  Interest expense                                   (11,700)           (8,589)          (24,602)          (18,511)
                                              --------------    --------------    --------------    --------------

    Total other income and (expenses), net           (11,700)               15           (16,602)           (9,907)
                                              --------------    --------------    --------------    --------------

        Net loss                              $      (44,300)   $     (286,382)   $      (99,983)   $     (406,992)
                                              ==============    ==============    ==============    ==============

Basic and diluted net loss per common share   $        (0.00)   $        (0.00)   $        (0.00)   $        (0.00)
                                              ==============    ==============    ==============    ==============

Weighted average common shares                   179,514,308       151,886,501       179,514,308       140,605,776
                                              ==============    ==============    ==============    ==============
</TABLE>





              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.


                                      F-4
<PAGE>

                          PANGEA PETROLEUM CORPORATION
       UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                     for the six months ended June 30, 2005

                                   ----------



<TABLE>
<CAPTION>

                                                                       Additional        Unissued
                                             Common Stock                Paid-In          Common         Accumulated
                                         Shares         Amount           Capital           Stock           Deficit
                                    --------------   --------------   --------------   --------------   --------------
<S>                                 <C>              <C>              <C>              <C>              <C>
Balance at December 31, 2004           175,694,413   $      175,694   $   16,615,316   $      192,833   $  (17,241,777)
                                    --------------   --------------   --------------   --------------   --------------

Common stock issued for cash             3,785,000            3,785           21,215               --               --

Common stock issued to compensate
  employees and consultants              3,240,000            3,240           32,840               --               --

Common stock issued for exercise
  of warrants                              340,433              341            3,066               --               --

Common stock issued for profes-
  sional fees                            1,500,000            1,500           18,000               --               --

Net loss                                        --               --               --               --          (99,983)
                                    --------------   --------------   --------------   --------------   --------------

Balance at June 30, 2005               184,559,846   $      184,560   $   16,690,437   $      192,833   $  (17,341,760)
                                    ==============   ==============   ==============   ==============   ==============
</TABLE>

<TABLE>
<CAPTION>
                                                          Total
                                                      Stockholders'
                                      Deferred            Equity
                                    Compensation         (Deficit)
                                    --------------    --------------
<S>                                 <C>               <C>
Balance at December 31, 2004        $       (2,000)   $     (259,934)
                                    --------------    --------------

Common stock issued for cash                    --            25,000

Common stock issued to compensate
  employees and consultants                  2,000            38,080

Common stock issued for exercise
  of warrants                                   --             3,407

Common stock issued for profes-
  sional fees                                   --            19,500

Net loss                                        --           (99,983)
                                    --------------    --------------

Balance at June 30, 2005            $           --    $     (273,930)
                                    ==============    ==============
</TABLE>


              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.


                                      F-5
<PAGE>

                          PANGEA PETROLEUM CORPORATION
                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
                 for the six months ended June 30, 2005 and 2004

                                   ----------



                                                       2005            2004
                                                   ------------    ------------

Cash flows from operating activities:
  Net loss                                         $    (99,983)   $   (406,992)
  Adjustments to reconcile net loss to net cash
    used in operating activities                         92,510         390,580
                                                   ------------    ------------

      Net cash used in operating activities              (7,473)        (16,412)
                                                   ------------    ------------

Cash flows from investing activities:
  Capital and exploratory expenditures                  (16,938)       (146,669)
                                                   ------------    ------------

      Net cash used in investing activities             (16,938)       (146,669)
                                                   ------------    ------------

Cash flows from financing activities:
  Proceeds from the sale of common stock                 28,407         186,000
  Proceeds from notes payable to related parties             --          15,000
                                                   ------------    ------------

      Net cash provided by financing activities          28,407         201,000
                                                   ------------    ------------

Net increase in cash and cash equivalents                 3,996          37,919

Cash and cash equivalents at beginning of period         54,457           1,890
                                                   ------------    ------------

Cash and cash equivalents at end of period         $     58,453    $     39,809
                                                   ============    ============



              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.


                                      F-6
<PAGE>

                          PANGEA PETROLEUM CORPORATION
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   ----------


1.     Organization and Significant Accounting Policies

       Organization

       Pangea Petroleum Corporation (the "Company"), is a Colorado corporation
       engaged in oil and gas exploration and development. The Company was
       originally incorporated in 1997 as Zip Top, Inc. and subsequently adopted
       a name change to Pangea Petroleum Corporation. On April 26, 2000, the
       Company was recapitalized when the Company acquired the non-operating
       public shell, Segway II Corporation. Segway II Corporation had no
       significant assets or liabilities at the date of acquisition and,
       accordingly, the transaction was accounted for as a recapitalization.


2.     Accounting Estimates

       The preparation of financial statements in conformity with accounting
       principles generally accepted in the United States of America requires
       management to make estimates and assumptions that affect the reported
       amounts of assets and liabilities at the date of the financial statements
       and the reported amounts of revenue and expenses during the reporting
       period. Actual results could differ from those estimates. These estimates
       mainly involve the useful lives of property and equipment, the impairment
       of unproved oil and gas properties, the valuation of deferred tax assets
       and the realizability of accounts receivable.


3.     Interim Financial Statements

       The accompanying unaudited consolidated financial statements have been
       prepared in accordance with generally accepted accounting principles for
       interim financial information and with the instructions to Form 10-QSB
       and Article 10 of Regulation S-B. Accordingly, they do not include all of
       the information and footnotes required by generally accepted accounting
       principles for complete financial statements. In the opinion of
       management, all adjustments (consisting of normal recurring accruals)
       considered necessary for a fair presentation have been included.
       Operating results for the three month and six month periods ended June
       30, 2005 and 2004 are not necessarily indicative of the results that may
       be expected for the respective full years.

       A summary of the Company's significant accounting policies and other
       information necessary to understand these consolidated interim financial
       statements is presented in the Company's audited financial statements
       included in Form 10-KSB for the years ended December 31, 2004 and 2003.
       Accordingly, the Company's audited financial statements should be read in
       connection with these financial statements.


4.     Going Concern Considerations

       Since its inception, the Company has suffered recurring losses from
       operations and has been dependent on existing stockholders and new
       investors to provide the cash resources to sustain its operations. During
       the six months ended June 30, 2005 and 2004, the Company reported net
       losses of $99,983 and $406,992, respectively.

       Continuing negative operating results produced a working capital deficit
       of $396,941 and a stockholders' deficit of $273,930 as of June 30, 2005.

       The Company developed a multi-step plan and during 2003 and 2004 took
       actions to improve its financial position and deal with its liquidity
       problems. The final steps of the plan are still being developed, but may
       include additional private placements of the Company's common stock,
       additional oil and gas property acquisitions and/or exploration efforts,
       and efforts to raise additional debt financing or equity investments.
       There can be no assurance that any of the plans developed by the Company
       will produce cash flows sufficient to ensure its long-term viability as a
       going concern.


                                      F-7
<PAGE>

                          PANGEA PETROLEUM CORPORATION
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   ----------


4.    Going Concern Considerations, continued

      The Company's long-term viability as a going concern is dependent on
certain key factors, as follows:

      o     The Company's ability to obtain adequate sources of outside
            financing to support near term operations and to allow the Company
            to continue forward with current strategic plans.

      o     The Company's ability to locate, prove and produce from economically
            viable oil and gas reserves.

      o     The Company's ability to ultimately achieve adequate profitability
            and cash flows to sustain continuing operations.

5.    Income Taxes

      The Company has incurred losses since its inception and, therefore, has
      not been subject to federal income taxes. As of June 30, 2005, the Company
      had net operating loss ("NOL") carryforwards for income tax purposes of
      approximately $6,472,000 which expire in various tax years through 2024.
      Under the provisions of Section 382 of the Internal Revenue Code, the net
      operating loss carryforwards attributable to a former subsidiary and other
      losses incurred prior to the ownership change in the Company when it
      recapitalized in 2000 will severely limit the Company's ability to utilize
      its NOL carryforward to reduce future taxable income and related tax
      liabilities. Additionally, because United States tax laws limit the time
      during which NOL carryforwards may be applied against future taxable
      income, the Company will be unable to take full advantage of a substantial
      portion of its NOL for federal income tax purposes should the Company
      generate taxable income.

      The difference between the income tax benefit in the accompanying
      statement of operations and the amount that would result if the U.S.
      federal statutory rate of 34% were applied to pre-tax loss for the six
      months ended June 30, 2005 and 2004 relates primarily to increases in the
      valuation allowances for deferred tax assets related to net operating
      losses and non deductible stock based compensation.


6.    Stockholders' Equity

      During the six months ended June 30, 2005, the Company engaged in various
      transactions affecting stockholders' equity, as follows:

      o     Issued 3,785,000 shares of common stock to individuals under private
            placement agreements and received total proceeds of $25,000. In
            connection with one of the issuances of 2,285,000 shares, the
            Company also issued 1,370,000 five-year warrants to acquire shares
            of the Company's common stock at $0.007 per share.

      o     Issued 340,433 shares of common stock for $3,407 upon exercise of
            stock warrants.

      o     Issued 3,240,000 shares of common stock to employees and recognized
            compensation expense of $26,080

      o     Issued 1,000,000 shares of common stock to related party consultants
            and recognized consulting expense of $10,000

      o     Issued 1,500,000 shares of common stock to outside consultants and
            recognized consulting expense of $3,250 and recorded prepaid
            expenses of $16,250


                                      F-8
<PAGE>

                          PANGEA PETROLEUM CORPORATION
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   ----------

7.    Related Party Transactions

      During the six months ended June 30, 2005, the Company issued 1,000,000
      shares of common stock and recognized consulting fees of $10,000 under
      consulting agreements with stockholders to provide record-keeping and
      other administrative services

      In addition to the transactions and balances described above, the Company
      has various related party notes payable at June 30, 2005 totaling $430,053
      and related accrued interest of $67,697.


8.    Subsequent Events

      In July 2005 the Company amended its Articles of Incorporation to increase
      the authorized number of preferred stock to 10,000,000 and the authorized
      number of common stock to 500,000,000. The Company also approved a
      compensation plan for non employee directors to receive 100,000 common
      shares per quarter and for non board member officers to receive 100,000
      common shares per meeting.

                                      F-9