UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

(MARK ONE)

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
        SECURITIES EXCHANGE ACT OF 1934

                  for the quarterly period ended March 31,009


[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
        SECURITIES EXCHANGE ACT OF 1934

                 for the transition period from         to

                         Commission file number 0-30503
                                                -------

                             PANGEA PETROLEUM CORP.
             (Exact Name of Registrant as Specified in Its Charter)

                  Colorado                    76-0635938
   (State or other jurisdiction of      (I.R.S. Employer Identification No.)
         incorporation of organization)


                 3600 Gessner, Suite 220, Houston, Texas 77063
                    (Address of principal executive offices)

                                 (281) 710-7103
                        (Registrant's telephone number)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act 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 [ ] No [X]

Indicate  by  check mark whether the registrant has submitted electronically and
posted  on  its corporate Web site, if any, every Interactive Data File required
to  be  submitted  and posted pursuant to Rule 405 of Regulation S-T (232.405 of
this  chapter)  during  the preceding 12 months (or for such shorter period that
the  registrant  was  required  to  submit  and  post  such  files).  Yes   No

Indicate  by  check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.  See
the  definitions  of "large accelerated filer," "accelerated filer" and "smaller
reporting  company"  in  Rule  12b-2  of  the  Exchange  Act  (Check  one).

<PAGE>
Large accelerated filer     [ ]     Accelerated filer        [ ]

Non-accelerated filer       [ ]     Smaller reporting company [X]
(Do  not  check  if  smaller  reporting  company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  Yes [} No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the latest practicable date:    390,499,544 common shares as of
May  19,  2009



<PAGE>
                         PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                                  BALANCE SHEET
                                PANGEA PETROLEUM CORP.
                              Period End: March 31, 2009


                                                 March 31,       December 31,
                                                   2009              2008
                ASSETS

Current assets
     Cash                                           2,471           2,595
     Accounts receivable                           50,533           1,844
     Prepaid expenses                              10,139
     Inventory                                     44,262
                                                  -----------------------
     Total Current Assets                         107,405           4,439

Property and equipment:                            25,263
Proven oil and gas properties (successful
   efforts method), net of accumulated
   depletion of $144,723                           27,989           28,734
Unproven oil and gas properties (successful
   efforts method)                                152,000          152,000
                                                  ------------------------
     Total Fixed Assets                           205,252          180,734

Investment in subsidiary                           10,000
                                                 -------------------------
     Total assets                                 322,657          185,173
                                                 =========================

                        PANGEA PETROLEUM CORP
                            BALANCE SHEET
                      Period End: March 31, 2009


                                                  March 31,     December 31,
                                                    2009           2008

     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
     Accounts payable                              58,843           43,595
     Credit card payable                           18,374           18,374
     Other current liabilities                     65,944
     Accrued interest payable to related parties   99,197           79,090
     Notes payable to related parties              24,753           11,500
     Notes payable                                      -
     Stock payable                                      -
                                                 -------------------------
     Total current liabilities                   267,111           152,559

Long term debt to related parties                659,771           659,771
Asset retirement obligations                       8,193             8,193
                                                 -------------------------
     Total liabilities                           935,075           820,523


Stockholders' deficit:
     Preferred stock: $.001 par value;
       1,000,000 shares authorized,               10,000
       none issued and outstanding
     Common stock: $.001 par value;
       500,000,000 shares authorized;
       390,499,544 shares issued and
       outstanding                               390,499           365,499
     Additional paid-in capital               18,521,904        18,521,904
     Accumulated deficit                     (19,534,821)      (19,522,753)
                                             -----------------------------
     Total stockholders' deficit                (612,418)         (635,350)

 Total liabilities and stockholders' deficit     322,657           185,173
                                             =============================

<PAGE>
                        PANGEA PETROLEUM CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (unaudited)

                                     Three Months Ended     Three Months Ended
                                           March 31             March 31
                                             2009                 2008

Oil and gas revenue                          $2,672             $7,567
Income from subsidiary operations           172,722
                                     ---------------------------------
Total revenue                               175,394              7,567

Costs and expenses:
Cost of goods sold by subsidiary            107,797
Lease operating expenses                        787              2,662
Production taxes                                146                465
Dry hole costs                                    -                  -
Depreciation and depletion                      745             13,515
Selling, general and administrative, including
stock based compensation                    108,432             86,549
                                            --------------------------

Total costs and expenses                    217,907            103,191
                                            --------------------------
Loss from operations                        (42,513)           (95,624)

Other (expenses):
Interest expense                            (20,107)           (19,589)
                                           ---------------------------
Net loss                                   $(62,620)         $(115,213)
                                           ===========================

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

Weighted average common shares
   outstanding                          365,499,544        306,451,893

<PAGE>
                             PANGEA PETROLEUM CORPORATION
                  UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                       for the three months ended March 31, 2009 and 2008
                                         (Unaudited)

                                     Three Months Ended     Three Months Ended
                                          March 31               March 31
                                             2009                  2008

Cash flows from operating activities:
Net loss                                    $(62,620)          $(115,213)
Adjustments to reconcile net loss to net cash
used in operating activities                  57,185             112,502
                                     -----------------------------------
Net cash used in operating activities         (5,425)             (2,711)

Cash flows from investing activities:
Capital and exploratory expenditures               -                   -

Cash flows from financing activities:
Repayment of debt                                  -                   -
                                     -----------------------------------
Net cash used in financing activities              -                   -
                                     -----------------------------------
Net decrease in cash and cash equivalents     (4,690)             (2,711)

Cash and cash equivalents at beginning
   of period                                   8,998               2,718
                                    ------------------------------------
Cash and cash equivalents at end of
   period                                     $4,308                  $7
                                    ====================================

Supplemental Disclosures:
Cash paid for interest                            $-                  $-
Cash paid for income taxes                         -                   -
Noncash investing and financing
   activities:
      Oil and gas property acquired
      with common stock issuance             $32,000             $32,000
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                      For the Year ended December 31, 2008



                 Preferred                  Additional                  Total
                  Stock       Common Stock   Paid-In   Accumulated Stockholders'
                 Shares       Shares   Amount  Capital   Deficit     Deficit

Balances as of
  December 31,
  2008                     365,499,544 365,500 18,432,989 (19,522,753) (635,350)

Stock issued
   for
   services                 25,000,000  25,000     25,000                17,500

Preferred stock
issued to acquire
San Diego
Airmotive        1,000,000              10,000                           10,000

Net loss                                                      (62,620)  (62,620)
                 --------------------------------------------------------------
Balance at March
   31,2009       1,000,000 390,499,544 400,000 18,457,989 (19,585,373) (612,418)
              ==================================================================
<PAGE>
                             PANGEA PETROLEUM CORP.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.         BASIS OF PRESENTATION
           ---------------------

The  accompanying  unaudited interim consolidated financial statements of Pangea
Petroleum  Corp.,  a Colorado corporation, have been prepared in accordance with
accounting principles generally accepted in the United States of America and the
rules  of  the  Securities  and  Exchange  Commission  and  should  be  read  in
conjunction with the audited financial statements and notes thereto contained in
the  Pangea's  latest  Annual  Report  filed  with the SEC on Form 10-K.  In the
opinion  of  management,  all  adjustments,  consisting  of  normal  recurring
adjustments,  necessary  for  a  fair presentation of financial position and the
results  of  operations  for  the  interim periods presented have been reflected
herein.  The  results  of  operations  for  interim  periods are not necessarily
indicative  of  the  results  to  be  expected  for  the  full  year.

Notes  to  the  consolidated  financial  statements  that  would  substantially
duplicate  the  disclosure contained in the audited financial statements for the
most  recent fiscal year, December 31, 2008, as reported in Form 10-K, have been
omitted.


2.          GOING CONCERN CONSIDERATIONS
            ----------------------------

Since  its  inception,  Pangea has suffered recurring losses from operations and
has  been  dependent  on existing stockholders and new investors to provide cash
resources  to  sustain  its operations.  During the three months ended March 31,
2009  and 2008, Pangea reported net losses of $43,956 and $115,213 respectively.
These conditions raise substantial doubt about Pangea's ability to continue as a
going  concern.

Pangea  has  developed  a  multi-step  plan and has taken 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
Pangea's  common  stock,  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  Pangea will produce cash flows sufficient to
ensure  its  long-term  viability  as  a  going  concern.

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

       * Pangea'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.

       * Pangea's  ability  to  ultimately  achieve adequate profitability and
         cash flows  to  sustain  continuing  operations.


3.          STOCKHOLDERS'  EQUITY
            ---------------------

During the three months ended March 31, 2009, Pangea issued 25 million shares of
our  common  stock to Sage Office Services, an entity controlled by Mary Pollock
Merritt, daughter of a person who served as our chief executive officer during a
part  of  2009.  This stock issuance was in consideration of services previously
rendered  having  an  aggregate  value  of  approximately  $17,500.



4.          RELATED  PARTY  TRANSACTIONS
            ----------------------------

Notes  payable  to  related  parties  consist of the following at March 31,
2009:

      Note  payable  to  Mary  Pollock,  daughter  of  the  chief
      executive  officer.  This  note  bears  interest  of  12%
      per  year  and  became  due  on  December   31,  2008.
      These  notes  are  not  collateralized.                    $     146,691

      Notes  payable  to  Charles  Pollock,  the  Chief  Executive
      Officer  and  a  significant  stockholder  of  the  Company.
      This  note  bears  interest  of  12%  per  year,  and  became
      due on  December 31, 2008. These notes are not collateralized.   400,911

      Notes  payable  to  Mark  Weller,  the  Chief  Operating
      Officer  and  a  significant  stockholder  of  the  Company.
      This  note  bears  interest  of  12%  per  year,  and  became
      due on  December 31, 2008. These notes are not collateralized.   112,169
                                                                     ---------

                                                                   $   659,771
                                                                   ===========

The above consists of renewed promissory notes extending the maturity dates from
the  original  due  date of December 31, 2008,which combined prior principal and
accrued  interest into principal amount of new debt. Accrued interest payable to
related  parties of $20,107 at March 31, 2009 represents interest accrued on the
above  notes payable to related parties.  We are currently starting negotiations
to  satisfy  these  amounts.

5.       Current  events

The  Company  entered into a Share Exchange Agreement fully executed on February
20,  2009  (the  "Exchange  Agreement")  by  and  between the Company and AvStar
Aviation  Services,  Inc. ("AvStar"), providing for the Company's acquisition of
all  of  the  outstanding  common  stock  in  San Diego Airmotive ("SDA"), which
(through  its  predecessor  entity)  has  been providing maintenance, repair and
overhaul  ("MRO")  services  in  California  since 1987. In connection with this
acquisition,  the  Company  issued  to AvStar, the prior owner of SDA, 1,000,000
shares  of  the  Company's  newly-created  series  A  preferred stock ("Series A
Preferred  Stock"), which shares constitute in the aggregate approximately 92.8%
of  outstanding  economic  interest  and  voting  power  in  the  Company  All
descriptions  of  the  share exchange contained herein and all references to the
terms,  provisions  and  conditions  of  the Exchange Agreement are qualified in
their  entirety by reference to the Exchange Agreement which was detailed in the
8-K  filed  on  February  25,  2009.

<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS.

              CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

This  Quarterly  Report  on Form 10-Q includes forward-looking statements within
the  meaning  of  Section  27A  of  the  Securities Act of 1933, as amended, and
Section  21E  of the Securities Exchange Act of 1934, as amended.  We have based
these  forward-looking  statements  on  our current expectations and projections
about  future events.  These forward-looking statements are subject to known and
unknown  risks, uncertainties and assumptions about us that may cause our actual
results,  levels  of  activity,  performance  or  achievements  to be materially
different  from  any  future  results,  levels  of  activity,  performance  or
achievements  expressed  or implied by such forward-looking statements.  In some
cases, you can identify forward-looking statements by terminology such as "may,"
"should,"  "could,"  "would,"  "expect,"  "plan,"  "anticipate,"  "believe,"
"estimate,"  "continue,"  or  the  negative  of  such  terms  or  other  similar
expressions.  Factors  that  might  cause  or  contribute  to such a discrepancy
include,  but  are  not  limited to, those described in our other Securities and
Exchange  Commission  filings.  The  following  discussion  should  be  read  in
conjunction  with  our  Financial  Statements and related Notes thereto included
elsewhere  in  this  report.

GENERAL

     We  have  historically  been  an  independent  energy  company  focused  on
exploration and development of oil and natural gas reserves, whose core business
was  directed  to  the  development  of  oil and gas prospects in proven onshore
production  areas.  In  February  2009,  we  adopted a significant change in our
corporate direction.  We have decided to focus our efforts on acquiring aviation
related  businesses  and  developing  these  businesses  to  their  commercial
potential.

     Our new business plan is to acquire, consolidate and grow businesses in the
general  aviation  industry. We will place our initial focus on the maintenance,
repair  and  overhaul  (MRO) of aircraft providing products and services for the
general  aviation sector. We believe that since September 11, 2001, both private
air  transportation  and  the  number  of aircraft owned by both individuals and
business  have  dramatically  increased.  Each  of these sectors, in addition to
routine  maintenance,  has  mandated a number of inspections by the FAA that are
commonly  included  in  traditional  MRO  services.

     Our  recently  acquired,  wholly  owned  subsidiary,  San  Diego  Airmotive
("SDA"),  has  been  operating  (through  its  predecessor entity) as an MRO for
approximately  19  years.  SDA historically provided MRO services for single and
multi-engine  aircraft.  As  capital  is  available to us, we intend to grow our
business  through  the  expansion  of  our  existing  MRO business as well as by
acquisitions  of existing MRO's, fixed base operations (FBO), charter operations
and  other  operational  aircraft  related  businesses.

     Since our inception, we have recurring losses from operations and have been
dependent  on  existing  stockholders  and  new  investors  to  provide the cash
resources  to  sustain  its  operations. During the three months ended March 31,
2009,  we reported a loss of $62,620 compared to a loss of $115,213 reported for
the  three  months  ended  March  31,  2008.

     Our  long-term viability as a going concern depends on certain key factors,
as  follows:

    * Our ability to continue to obtain sources of outside financing to allow us
      to  continue  to  business  operations.

    * Our  ability  to increase profitability and sustain a cash flow level that
      will  ensure  support  for  continuing  operations.

     We are currently exploring the amendment and restatement of our Articles of
Incorporation  to  change our corporate name to "AvStar Aviation Group, Inc." to
reflect our new business focus, and to change our capital structure by effecting
a  one-for-100  reverse  split  of  our  common  stock  to  improve  our capital
structure.  There  can  be  no  assurance that our shareholders will approve the
preceding  amendment  and  restatement  of  our  Articles  of  Incorporation.

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

     Our  discussion  and  analysis  of  the  financial condition and results of
operations  are based upon our financial statements, which have been prepared in
accordance  with  generally accepted accounting principles in the United States.
The  preparation of these financial statements requires us 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,  we  evaluate  estimates.  We  base  our 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.

     We  believe  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

     We follow the "successful efforts" method of accounting for our 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.

     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 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.

RESULTS  OF  OPERATIONS

   Quarter Ended March 31, 2009 Compared to the Quarter Ended March 31, 2008
   -------------------------------------------------------------------------

     The  net  loss  of  $62,620  for  the  three  months  ended March 31, 2009
decreased  by  $52,593  from the net loss of $115,213 for the three months ended
March  31,  2008.  We  generated  revenue  from the participation in ongoing oil
and gas wells in the amount of $2,672 for the three months ended March 31, 2009,
compared  to $19,835 in revenue for the three months ended March 31, 2008.  This
revenue decrease resulted from a decrease in production.  Total assets decreased
to  $322,657  at  March  31, 2009 compared to $239,988 at March 31, 2008.  This
decrease  is  primarily reflected in a decrease in oil and gas properties and by
the  decrease  in  cash to $7 at March 31, 2009 compared to $28,241 at March 31,
2008.

     Total  liabilities  at March 31, 2009 were $935,075 compared to $808,929 at
March  31, 2008.  The increase in liabilities is primarily due to an increase in
accrued  liabilities  related to accrued interest on notes payable and increased
debt  related  to  the  Blue  Ridge  field  in  Ft.  Bend  County,  Texas.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Currently,  we  have  limited  financial ability to pursue our new business
plan.  We are currently trying to determine the scope of the business activities
that  we  will  pursue in the foreseeable future.  The amount of capital that we
will  need  depends  on  the scope of the business activities that we ultimately
decide  to pursue.  This scope is uncertain at this time.  However, we know that
we  must  obtain  additional  financing to pursue our business plan at any level
that  we  are  likely  to  pursue.  We  are  currently  searching for sources of
financing,  but we currently do not have any binding commitments for, or readily
available sources of, financing.  We cannot assure anyone that financing will be
available  to  us  when  needed  or,  if  available,  that such financing can be
obtained  on  commercially  reasonably  terms.  If we do not obtain financing we
will  be  constrained to contract the scope of our business plan.  Under certain
circumstances,  we  may  be  constrained  to attempt to sell some of our assets.
However,  we cannot assure anyone that we will be able to find interested buyers
or  that  the  funds  received  from any such sale would be adequate to fund our
activities.  Under  certain  circumstances,  we  could  be  forced  to cease our
operations  and  liquidate  our  remaining  assets,  if  any.

OFF-BALANCE SHEET ARRANGEMENTS

     We have no off balance sheet arrangements.

ITEM 4T. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     As  of  the  end  of the period of this report, our principal executive and
principal  financial  officer  carried out an evaluation of the effectiveness of
the  design  and  operation  of  our  disclosure  controls  and procedures. This
evaluation  was  carried out under the supervision and with the participation of
our  management,  including  our  Chief  Executive  Officer  and Chief Financial
Officer.  We  have  concluded,  based on that evaluation, that, as of such date,
the  disclosure  controls  and  procedures  were  not  effective  to ensure that
information  required  to  be  disclosed in reports filed or submitted under the
Securities  Exchange  Act  of  1934  (the  "Exchange  Act")  is  accumulated and
communicated  to our management, including our Chief Executive Officer and Chief
Financial  Officer,  as appropriate to allow timely decisions regarding required
disclosure.  Although  the  evaluation did not detect any material weaknesses in
our  system of internal accounting controls over financial reporting, management
identified  significant deficiencies with respect to the timely public reporting
of  events  requiring  such  reporting.  We are instituting corrective action to
ensure  that  such  events  are  timely  reported  publicly.  Notwithstanding
management's  assessment  that our internal control over financial reporting was
ineffective  as  of  the  end  of the period of this report, and the significant
deficiencies  described  above,  we  believe  that  the  consolidated  financial
statements  included  in  this report correctly present our financial condition,
results  of  operations  and  cash  flows for the periods covered thereby in all
material  respects.

LIMITATIONS ON EFFECTIVENESS OF CONTROLS AND PROCEDURES

     Our  management,  including our Chief Executive Officer and Chief Financial
Officer,  does  not  expect  that  our disclosure controls and procedures or our
internal  controls  will  prevent  all error and all fraud. A control system, no
matter  how  well  conceived  and  operated,  can  provide  only reasonable, not
absolute,  assurance that the objectives of the control system are met. Further,
the  design  of  a  control system must reflect the fact that there are resource
constraints  and  the  benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of  fraud,  if  any,  within  we  have been detected. These inherent limitations
include, but are not limited to, the realities that judgments in decision-making
can  be faulty and that breakdowns can occur because of simple error or mistake.
Additionally,  controls  can  be  circumvented  by  the  individual acts of some
persons,  by  collusion  of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions  about the likelihood of future events and there can be no assurance
that  any  design will succeed in achieving its stated goals under all potential
future  conditions;  over time, control may become inadequate because of changes
in  conditions,  or the degree of compliance with the policies or procedures may
deteriorate.

CHANGES  IN  INTERNAL  CONTROLS  OVER  FINANCIAL  REPORTING

There  have  not  been  any  changes  in  our  internal  control  over financial
reporting,  as  such  term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange  Act,  during  our  first  fiscal  quarter of 2009 that have materially
affected,  or  are  reasonably  likely to materially affect our internal control
over  financial  reporting.

                           PART II  OTHER INFORMATION

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

     On January 7, 2009, we issued 25 million shares of our common stock to Sage
Office Services, an entity controlled by Mary Pollock Merritt, daughter of a
person who served as our chief executive officer during a part of 2009.  This
stock issuance was in consideration of services previously rendered having an
aggregate value of approximately $17,500.  These issuances are claimed to be
exempt pursuant to Rule 506 of Regulation D under the Securities Act of 1933
(the "Act").  No advertising or general solicitation was employed in offering
these securities.  The offering and sale was made only to accredited investors,
and subsequent transfers were restricted in accordance with the requirements of
the Act.

ITEM 6.  EXHIBITS.

     (a)     The  following exhibits are filed with this Quarterly Report or are
incorporated  herein  by  reference:

Exhibit
Number       Description

31.01        Certification pursuant to Rule 13a-14(a) of the Securities Exchange
             Act of 1934.
31.02        Certification pursuant to Rule 13a-14(a) of the Securities Exchange
             Act of 1934.
32.01        Certification Pursuant to 18 U.S.C. Section 1350, as pursuant to
             Section 906 of the Sarbanes-Oxley Act of 2002.
32.02        Certification Pursuant to 18 U.S.C. Section 1350, as pursuant to
             Section 906 of the Sarbanes-Oxley Act of 2002.

                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly  authorized.

                                     PANGEA PETROLEUM CORP.
                                     (Registrant)


                                     By:     /s/Russell Ivy
                                             ---------------
                                             Russell Ivy,
                                             Chief Executive Officer
                                             (Principal Executive Officer)


                                     By:     /s/ Robert Wilson
                                             -----------------
                                             Robert Wilson,
                                             Vice President and Chief Financial
                                               Officer
                                             (Principal Financial Officer and
                                               Principal Accounting Officer)
May 20, 2009