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, 2003

                            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)

                5850 San Felipe, Suite 500, Houston, Texas 77057
               (Address of principal executive offices)(Zip Code)

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

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

The number of shares outstanding of the Company's common stock as of August 7,
2003 is shown below:

Title of Class Number of Shares Outstanding Common Stock, par value $.001 per
share 80,984,193

Documents Incorporated by Reference: None


<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 of Financial Condition and
            Results of Operations

Item  3  -  Controls and Procedures


PART II  -  OTHER INFORMATION

Item  2  -  Changes  in  Securities  and  Use  of  Proceeds

Item  6  -  Exhibits and Reports  on  Form  8-K

SIGNATURES


<PAGE>




                          PANGEA PETROLEUM CORPORATION
                                   __________





              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
        FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002






                                       F-1
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                                TABLE OF CONTENTS
                                   __________



                                                                            PAGE
                                                                            ----

Unaudited Consolidated Condensed Financial Statements:

  Unaudited Consolidated Condensed Balance Sheets as of
    June 30, 2003 and December 31, 2002                                     F-3

  Unaudited Consolidated Condensed Statements of Operations
    for the three months and six months ended June 30, 2003
    and 2002                                                                F-4

  Unaudited Consolidated Condensed Statements of Stockholders'
    Equity for the six months ended June 30, 2003                           F-5

  Unaudited Consolidated Condensed Statements of Cash Flows
    for the six months ended June 30, 2003 and 2002                         F-6

Notes to Unaudited Consolidated Condensed Financial Statements              F-7


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                 PANGEA PETROLEUM CORPORATION
                        UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET
                             JUNE 30, 2003 AND DECEMBER 31, 2002
                                          __________


                                                                    JUNE 30,      DECEMBER 31,
                                                                      2003            2002
     ASSETS                                                        (UNAUDITED)       (NOTE)
     ------                                                       -------------  --------------
<S>                                                               <C>            <C>
Current assets:
  Cash                                                            $     28,702   $      14,627
  Employee advances and other receivables                                5,200           2,784
  Prepaid expenses                                                       1,500           4,720
                                                                  -------------  --------------

    Total current assets                                                35,402          22,131
                                                                  -------------  --------------

Property and equipment                                                 123,334          16,689
Less accumulated depreciation, depletion and amortization              (16,664)       ( 15,389)
                                                                  -------------  --------------

  Net property and equipment                                           106,670           1,300
                                                                  -------------  --------------

      Total assets                                                $    142,072   $      23,431
                                                                  =============  ==============


LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

Current liabilities:
  Accounts payable                                                $     22,619   $       6,956
  Accrued liabilities                                                  143,849         108,552
  Notes payable to related parties                                     362,684         319,638
  Deferred gain on sale of Mass Energy, Inc.                         1,475,141       1,475,141
                                                                  -------------  --------------

    Total current liabilities                                        2,004,293       1,910,287
                                                                  -------------  --------------

Notes payable to related parties, net of current portion                     -          21,046
                                                                  -------------  --------------

      Total liabilities                                              2,004,293       1,931,333
                                                                  -------------  --------------

Commitments and contingencies

Stockholders' deficit:
  Preferred stock: $.001 par value; 5,000,000 shares authorized              -               -
  Common stock: $.001 par value; 100,000,000 shares authorized;
    89,852,681 and 64,333,554 shares issued and 84,261,681
    and 58,742,554 outstanding at June 30, 2003 and December 31,
    2002, respectively                                                  89,852          64,334
  Additional paid-in capital                                        15,656,121      15,590,891
  Unissued common stock                                                 30,000               -
  Accumulated deficit                                              (17,620,613)    (17,300,987)
                                                                  -------------  --------------

                                                                    (1,844,640)     (1,645,762)

  Less subscriptions receivable                                        (17,581)        (38,500)
  Less treasury stock: 5,591,000 shares at cost                              -        (223,640)
                                                                  -------------  --------------

      Total stockholders' deficit                                   (1,862,221)     (1,907,902)
                                                                  -------------  --------------

        Total liabilities and stockholders' deficit               $    142,072   $      23,431
                                                                  =============  ==============

<FN>
Note:  The  balance sheet at December 31, 2002 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.
</TABLE>


              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.
                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                                  PANGEA PETROLEUM CORPORATION
                    UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                           __________


                                                 THREE MONTHS ENDED           SIX MONTHS ENDED
                                                     JUNE 30,                     JUNE 30,
                                             --------------------------  --------------------------
                                                 2003          2002          2003          2002
                                             ------------  ------------  ------------  ------------
<S>                                          <C>           <C>           <C>           <C>

Revenue                                      $     5,473   $         -   $     5,473   $         -

Costs and expenses:
  Selling, general and administrative            167,137       285,774       305,231       345,258
  Depreciation, depletion and amortization         1,275         1,308         1,347             -
  Interest expense                                 9,131        10,297        18,521        29,813
  Loss on sale of securities                           -        10,444             -             -
                                             ------------  ------------  ------------  ------------

    Loss from continuing operations             (172,070)     (307,823)     (319,626)     (375,071)

Income from operation of discontinued
  exploration and production subsidiary                -             -             -        22,753
                                             ------------  ------------  ------------  ------------

        Net loss                             $  (172,070)  $  (307,823)  $  (319,626)  $  (352,318)
                                             ============  ============  ============  ============

Basic and diluted net loss per common share
  Continuing operations                      $     (0.00)  $     (0.01)  $     (0.00)  $     (0.00)
  Discontinued operations                           0.00          0.00          0.00          0.00
                                             ------------  ------------  ------------  ------------

        Net loss                             $      0.00   $      0.01   $     (0.00)  $     (0.00)
                                             ============  ============  ============  ============

Weighted average common shares                82,918,198    56,944,708    77,386,831    54,802,443
                                             ============  ============  ============  ============
</TABLE>


              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.
                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                             PANGEA PETROLEUM CORPORATION
                         UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                                        FOR THE SIX MONTHS ENDED JUNE 30, 2003
                                                      __________


                                                                                                                       TOTAL
                                              ADDITIONAL   UNISSUED                       STOCK                    STOCKHOLDERS'
                           COMMON STOCK        PAID-IN      COMMON      RETAINED      SUBSCRIPTIONS    TREASURY       EQUITY
                        SHARES      AMOUNT     CAPITAL       STOCK      EARNINGS       RECEIVABLE       STOCK        (DEFICIT)
                      -----------  --------  ------------  ---------  -------------  ---------------  ----------  ---------------
<S>                   <C>          <C>       <C>           <C>        <C>            <C>              <C>         <C>
Balance at
  December 31, 2002   64,333,554   $64,334   $15,590,891   $       -  $(17,300,987)  $      (38,500)  $(223,640)  $   (1,907,902)

Common stock issued
  for cash             6,274,729     6,275        58,525      30,000             -                -           -           94,800

Common stock issued
  to compensate
  employees
  and consultants     21,103,649    21,103       193,813           -             -                -           -          214,916

Common stock issued
  for Legal services     581,104       581         5,230           -             -                -           -            5,811

Common stock issued
  to Convert $26,500
  of related party
  debt and $2,361
  of accrued
  interest to
  equity               3,150,645     3,150        25,711           -             -                -           -           28,861

Cancellation of
  treasury stock      (5,591,000)   (5,591)     (218,049)          -             -                -     223,640                -

Stock subscription
  or receivable
  paid treated as
  compensation                 -         -             -           -             -           20,919           -           20,919

Net loss                       -         -             -           -      (319,626)               -           -         (319,626)
                      -----------  --------  ------------  ---------  -------------  ---------------  ----------  ---------------

Balance at
  June 30, 2003       89,852,681   $89,852   $15,656,121   $  30,000  $(17,620,613)  $      (17,581)  $       -   $   (1,862,221)
                      ===========  ========  ============  =========  =============  ===============  ==========  ===============
</TABLE>


              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.
                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                          PANGEA PETROLEUM CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
                                   __________


                                                                   2003        2002
                                                                ----------  ----------
<S>                                                             <C>         <C>
Cash flows from operating activities:
  Net loss                                                      $(319,626)  $(352,318)
  Adjustments to reconcile net loss to net cash
    used in operating activities:                                 300,627     214,728
                                                                ----------  ----------

        Net cash used in continuing operations                    (18,999)   (137,590)
        Net cash provided by (used in) discontinued operations          -           -
                                                                ----------  ----------

          Net cash used in operating activities                   (18,999)   (137,590)
                                                                ----------  ----------

Cash flows from investing activities:
  Capital and exploratory expenditures                           (106,645)     (1,444)
  Proceeds from sale of securities                                      -      54,556
  Proceeds from disposal of assets under settlement agreement           -      75,000
                                                                ----------  ----------

        Net cash provided by (used in) continuing operations     (106,645)          -
        Net cash provided by (used in) discontinued operations          -           -
                                                                ----------  ----------

          Net cash provided by (used in) investing activities    (106,645)    128,112
                                                                ----------  ----------

Cash flows from financing activities:
  Proceeds from the sale of common stock                           94,800      22,575
  Proceeds from notes payable to related parties                   40,000      26,500
  Payment on subscriptions receivable                               4,919           -
                                                                ----------  ----------

        Net cash provided by continuing operations                139,719      49,075
        Net cash provided by discontinued operations                    -           -
                                                                ----------  ----------

          Net cash provided by financing activities               139,719      49,075
                                                                ----------  ----------

Net increase in cash and cash equivalents                          14,075      39,597

Cash and cash equivalents at beginning of year                     14,627      17,377
                                                                ----------  ----------

Cash and cash equivalents at end of year                        $  28,702   $  56,974
                                                                ==========  ==========
</TABLE>


              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, 2003 and
      2002  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, 2002 and 2001.
      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  years  ended  December  31,  2002  and 2001, the Company reported net
      losses of $1,275,753 and $9,000,347, respectively, and negative cash flows
      from  operations  of  $223,963  and $1,396,624 respectively. Such negative
      financial  results have continued in the three months and six months ended
      June  30,  2003.

      Continuing  negative  operating results produced a working capital deficit
      of  $1,968,991  as  of  June 30, 2003. The negative operating results were
      largely  caused by the Company's former subsidiary, Mass Energy, Inc. Mass
      Energy,  Inc.  became  severely  delinquent  on  certain accounts payable.
      Various  vendors have initiated legal actions against the Company and Mass
      Energy,  Inc. to force payment of past due accounts, but Mass Energy, Inc.
      lacks  the  cash  resources to make such payments. One suit has been filed
      against  Pangea  Petroleum Corporation alleging that it is responsible for
      the  debt  of its former subsidiary, Mass Energy, Inc. The result of legal
      actions against the Company cannot be predicted, but this legal action and
      the Company's recurring negative financial results raise substantial doubt
      about  the  Company's  ability  to  continue  as  a  going  concern.


                                       F-7
<PAGE>
                          PANGEA PETROLEUM CORPORATION
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   __________


4.    GOING  CONCERN  CONSIDERATIONS,  CONTINUED
      ------------------------------------------

      In  2002,  the  Company  developed  a plan and took actions to improve its
      financial position and deal with its liquidity problems. In the first step
      of  the  plan,  the  Company  negotiated  a  settlement  agreement  (the
      "Settlement Agreement") between the Company and certain parties related to
      the  Company.  Under  the  terms  of  the Settlement Agreement the Company
      received  a  cash  payment  of $75,000 and marketable equity securities of
      $153,000  and  fully  satisfied  $296,010  of  liabilities  and  claims in
      exchange  for various assets with a carrying value of $171,642. Due to the
      related  party  nature of the Settlement Agreement, the Company recognized
      no  gain,  but  recognized  a  increase  to  additional paid-in capital of
      $352,368.  (See  Note  5)  In the second step of the plan the Company sold
      Mass  Energy,  Inc. in a transaction that management believes will improve
      both the Company's overall financial position and its chances of acquiring
      economically  viable  oil  &  gas  properties  or engaging in transactions
      necessary  for the future viability of the Company. 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.

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

            -     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.

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

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


5.    ACQUISITION  AND  SUBSEQUENT  DISPOSITION  OF  MASS  ENERGY,  INC.
      ------------------------------------------------------------------

      On  October  5,  2000,  the Company acquired Mass Energy, Inc., a Houston,
      Texas  based  oil  and gas exploration company, in a transaction accounted
      for  as  a  purchase.  The  purchase  price  was  2,000,000  shares of the
      Company's  restricted  common  stock  issued  in  exchange  for all of the
      outstanding  common  stock  of  Mass  Energy, Inc. The $4,521,856 purchase
      price  was  allocated to the assets acquired and liabilities assumed based
      on  their  estimated  fair  values  at  the  date  of  acquisition.

      Almost  immediately,  the  Mass Energy, Inc. acquisition produced negative
      financial  results.  A  series  of  costly  dry-hole  projects  caused the
      financial  position  of  Mass Energy, Inc., and accordingly, the Company's
      consolidated  financial position, to deteriorate. Over the next two years,
      trade  payables  and other liabilities increased dramatically. Mass Energy
      Inc.'s  unpaid  liabilities  resulted  in legal actions by a number of its
      vendors and certain of the legal actions seek relief from Pangea Petroleum
      Corporation.

      Accordingly,  on October 7, 2002, the Company initiated a transaction (the
      "Transaction") under which it sold 100 percent of the common stock of Mass
      Energy,  Inc.  to  Thomas  Banks,  Ltd.,  an  unrelated  Cayman  Islands
      corporation,  in  exchange  for  $500  and the assignment of certain fully
      reserved notes receivable on the books of Mass Energy, Inc. At the date of
      the  sale, all of Mass Energy, Inc.'s assets had been written off or fully
      reserved  based  on impairment analysis performed by the Company. The $500
      in  cash from Thomas Banks, Ltd. has not been collected and has been fully
      reserved.

      The Transaction resulted in Thomas Banks, Ltd's assumption of Mass Energy,
      Inc.'s  liabilities  totaling  $1,475,141.  The  Company  has  deferred
      recognition  of any gain from the Transaction because legal counsel cannot
      currently  determine if legal actions against Mass Energy, Inc and related
      imputed  liability  or alter-ego claims against Pangea Petroleum, Inc., as
      former  owner of Mass Energy, Inc could eventually result in the Company's
      liability  for  the  claims.


                                       F-8
<PAGE>
                          PANGEA PETROLEUM CORPORATION
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   __________


5.    ACQUISITION  AND  SUBSEQUENT  DISPOSITION OF MASS ENERGY, INC., CONTINUED
      -------------------------------------------------------------------------

      Based  on  the  Transaction,  the operations of Mass Energy, Inc have been
      separated  from continuing operations and presented as loss from operation
      of  discontinued  business  segment  in  the  accompanying  statement  of
      operations:

      The  following  is a summary of the operating results of Mass Energy, Inc.
      for  the  three  months  and  six  months  ended  June  30,  2002:

        Sales and operating revenues                                     $31,895

        Selling, general and administrative                                9,142
                                                                         -------

           Net income                                                    $22,753
                                                                         =======

6.    INCOME  TAXES
      -------------

      The  Company  has  incurred losses since its inception and, therefore, has
      not been subject to federal income taxes. As of June 30, 2003, the Company
      had  net  operating  loss ("NOL") carryforwards for income tax purposes of
      approximately  $21,000,000 which expire in various tax years through 2023.
      Under  the provisions of Section 382 of the Internal Revenue Code, the net
      operating  loss  carryforwards attributable to Mass Energy, Inc. 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 three
      months  and  six  months ended June 30, 2003 and 2002 relates primarily to
      increases  in  the valuation allowances for deferred tax assets related to
      net  operating  losses.


7.    RELATED  PARTY  TRANSACTIONS
      ----------------------------

      During the three months and six months ended June 30, 2003 the Company was
      engaged  in  various  transactions  with  related  parties  as  follows:

          The Company received proceeds from notes payable to related parties of
          $30,000.  The  Company  retired  notes  payable  to related parties of
          $26,500  and  related  accrued  interest of $2,361 by converting those
          notes  to  3,150,645  shares  of  the  Company's  common  stock

          The  Company  issued  2,777,777  shares of common stock and recognized
          consulting  fees  of  $27,778  under  a  consulting  agreement  with a
          stockholder  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, 2003 of $352,648


8.    NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES
      -----------------------------------------------

      During  the  three months and six months ended June 30, 2003 and 2002, the
      Company  engaged in various non-cash financing and investing activities as
      follows:

                                                                  2003     2002
                                                                 -------  ------
Related party note payable converted to equity                   $26,500  $    -


                                      F-9
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

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


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

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,
2002. Certain statements in the following MD&A are forward looking statements.
Words such as "expects", "anticipates", "estimates" and similar expressions are
intended to identify forward looking statements. Such statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those projected. See "Forward Looking Information" below.

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 our name to Pangea Petroleum Corporation.  Pangea is located at
5850  San  Felipe, Suite 500, Houston, Texas 77057. Pangea has a company website
is  www.pangeapetroleum.com.

Pangea  is a publicly traded company listed on the OTC Electronic Bulletin Board
under  the  symbol  "PAPO".  We  are  an  independent  energy company focused on
exploration  and  development  of  oil  and  natural gas reserves. Pangea's core
business  is  directed  to  the  development  of oil and gas prospects in proven
onshore production areas. The Company devotes essentially all of it resources on
revenue  producing activities by keeping its overhead at a minimum level through
the  retention  of carefully selected, highly qualified consultants, contractors
and  service  companies.

Pangea will 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 will invest in projects at different levels
of participation, generally as a minor owner, such that daily operating
responsibility is in the hands of experienced, high quality partners and or
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,  2003  and  2002,  the  Company reported net losses of $172,070 and $307,823
respectively.


<PAGE>
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 successfully obtain adequate sources
     of outside financing to support near term operations and to allow the
     Company to continue forward with current strategic plans.

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

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


RESULTS OF OPERATIONS

Pangea  has drilled four wells to date in 2003.  Two are in the process of being
completed and should start generating revenue within a month.  Additionally, the
Company is generating revenue from two other wells, and has net working interest
production  of  55  mcf  per  day.

PANOLA  COUNTY is a 7300' well designed to test the Lower Pettit and Travis Peak
formations.  The  well  was  placed  on  production  on  March  20, 2003, and is
currently  producing 300 mcf from the Lower Pettit interval.   Pangea holds a 5%
working  interest  (3.75%  net  interest  after  royalty)  in  this  well.

LIBERTY  COUNTY is a 7300' Yegua and Cockfield formation test.  The prospect was
developed  off 3D seismic data and has excellent well control in the surrounding
area.  The  well  has been drilled and was placed on production on June 13, 2003
and  is  producing  400  mcf per day from the lowest interval in the Yegua sand.
Initial  evaluation  is  that  the  well  contains  two  additional  prospective
producing  intervals  that  will be completed in the future.  Pangea holds a 10%
working  interest  (7.7%  net  interest  after  royalty)  in  this  well.

LEE COUNTY is a Lower Wilcox prospect identified in a 2D seismic analysis that
shows a closure between two existing Lower Wilcox producing fields in the area.
Drilling on this well was completed on July 30, 2003 and the well logs confirmed
the  presence of a productive oil interval that was also present in the adjacent
deep well log and sidewall cores, that offsets this well in the center of the
closure. The deep well was never tested because of mechanical constraints.  The
Lower Wilcox is an oil producer in the area and encompasses approximately 130
acres in the Theroit Ranch structure.  Pangea has a 17.5% working interest
(13.125% net interest).  The well is expected to be placed on production in the
next few weeks and Pangea should start generating revenue from this well by the
end of August.

AUSTIN  COUNTY  is  a 2600' Frio zone test that is based on 3D seismic analysis,
combined with a log analysis from a deep well in the fault block that was logged
but  not  able  to  be  produced in the shallow sand.  Drilling on this well was
completed  on  August 4, 2003.  Initial analysis indicates that the target sands
were  present  as  predicted  by  the  seismic.  The  well will be completed and
production  tested  to  determine  the  extent  of the gas reserve and potential
production  rate in the next few weeks. The Company has a 15.3% working interest
(11.48% net interest).  Pending results of the production test, the well will be
completed  and  placed  online  within  a  month.

DUVAL  COUNTY is the fifth well in which the Company has an interest.  This well
has produced since the third quarter of 2001, however revenue from that activity
is  currently  tied up in a legal dispute between Pangea and the operator of the
well.  Pangea  has  agreed  to  arbitration to settle the issues and is awaiting
scheduling.  The  Company  expects  to  prevail  in  this  case.

COMPARISON OF QUARTER ENDED JUNE 30, 2002 TO QUARTER ENDED JUNE 30, 2003.

The net loss of $172,070 for the three months ended June 30, 2003 decreased by
$135,753 as compared to a net loss of $307,823 for the three months ended June
30, 2002. The decrease is attributable to a decrease in general and
administrative expenses incurred as the Company's management team focused its
efforts on participation in viable oil and gas prospects and committed to the
prospects noted above. During the three months ended June 30, 2002, general and
administrative expenses were higher as the Company was actively evaluating oil
and gas prospects and resolving outstanding issues within the Company, which
resulted in a Settlement Agreement and the sale of a subsidiary, Mass Energy.
The Company generated revenue of $5,473 for the three months ended June 30, 2003
compared to no revenue in the three months ended June 30, 2002. This reflects
the participation in ongoing oil and gas wells. These wells are also reflected
in the increase in assets. Net property and equipment increased to $106,670 at
June 30, 2003 from $1,300 at December 31, 2002 and total assets increased by
$118,641 to $142,072 during the three months ended June 30, 2003 compared to
$23,431 at December 31, 2002.


<PAGE>
Total liabilities increased from $1,931,333 for the year ended December 31, 2002
to $2,004,293 for the three months ended June 30, 2003.  The increase in
liabilities is primarily related to deferred salaries and related expenses.
Currently, the only liabilities reflected on the balance sheet are current trade
payables, accrued liabilities to officers, directors and a shareholder of the
Company and a deferred gain on the sale of Mass Energy.    The accrued
liabilities to officers are for salaries that were deferred and related
expenses.  The officers have chosen to defer any cash salary until such time
that the Company can support it.

COMPARISON OF SIX MONTHS ENDED JUNE 30, 2002 TO SIX MONTHS ENDED JUNE 30, 2003.

The net loss of $319,626 for the six months ended June 30, 2003 decreased by
$32,692 as compared to a net loss of $352,318 for the six months ended June 30,
2002. The decrease is attributable to a decrease in general and administrative
expenses as well as a $11,292 decrease in interest expense as several notes were
converted to equity, thus, eliminating the interest expense.  During the six
months ended June 30, 2002, general and administrative expenses were higher as
the Company was actively evaluating oil and gas prospects and resolving
outstanding issues within the Company which resulted in a Settlement Agreement
and the sale of a subsidiary, Mass Energy.

The Company generated revenue of $5,473 for the six months ended June 30, 2003
compared to no revenue in the six months ended June 30, 2002. This reflects the
participation in ongoing oil and gas wells.  These wells are also reflected in
the increase in assets.


LIQUIDITY AND CAPITAL RESOURCES

The  Company  plans to invest in additional oil and gas projects The Company has
developed  a  plan  and  has  taken  measurable  steps  to improve its financial
position  and to deal with its liquidity issues. The Company has reduced general
and  administrative costs by deferring all salaries until such time revenues can
support  salaries  and  by  minimizing  overhead  to  the  best of the Company's
ability.

Additionally,  the  Company used private placement funds received from investors
and  loans  from insiders to invest in the four wells listed above as well as to
operate  the company.  The Company has started generating revenue from the wells
in Panola County and Liberty County.  Two additional wells are in the process of
being  drilled  and  completed.

The  Company  has a drilling plan in place for an additional three wells in 2003
and  six  wells  in  2004.  However,  to participate fully and at the levels the
Company intends, Pangea will need to include additional private placements, 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.

2003 OUTLOOK

The  Company has benefited, thus far, from it's strategy of investing in shallow
onshore  oil  and  gas  projects.  Pangea  will  continue  to avoid investing in
"wildcat"  or deep exploratory wells, and continue investing in development well
prospects  that  are  supported  by seismic data, good information from adjacent
wells and proven production from the surrounding area.  Additionally, Pangea has
chosen to diversify it's risk by taking a minority working interest in the wells
drilled,  such  that  the  Company  is  not  dependent on the success of any one
project,  or  highly  impacted  by  an unsuccessful well.    The results of this
approach  are  that  the Company has two successful wells completed in 2003, and
two  wells  drilled  that  are  awaiting completion.  In addition to the current
wells,  the  Company  has  the  additional  sites on existing leases that may be
developed.

Pangea is also continuing to evaluate and develop prospects in Texas, Louisiana,
Michigan,  and  Oklahoma  to add new wells to the prospect list.  The ability to
invest  further  will  be  heavily dependent on securing additional capital from
investors  or  debt.  There  is  no  assurance  that  additional  equity or debt
financing  will  be  available  on  terms  acceptable  to  Management.

FORWARD-LOOKING INFORMATION

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,


<PAGE>
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.

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
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 that the
salvage  value  of lease and well equipment will approximately offset the future
liability  for  plugging  and  abandonment of the related wells. Accordingly, no
accrual  for  such  costs  has  been  recorded.

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 estimate 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 will be recorded under the sales method. Under this method,
the Company will recognize oil and gas revenues when production occurs and will
accrue revenue relating to production for which the Company has not received
payment.  The Company's Panola county prospect was completed and began producing
on March 20, 2003, and the Liberty County prospect began producing to sales on
June 12, 2003.  The actual and accrued revenue from these two wells is reported
in the accompanying financial statements.

ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.


<PAGE>
Charles B. Pollock, our Chief Executive Officer, has concluded that our
disclosure controls and procedures are appropriate and effective.   He has
evaluated these controls and procedures as of a date within 90 days of the
filing date of 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.

Scott Duncan, our Chief Financial Officer, has concluded that our disclosure
controls and procedures are appropriate and effective.   He has evaluated these
controls and procedures as of a date within 90 days of the filing date of 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

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

ITEM 2. CHANGES IN SECURITIES

The following information sets forth certain information for all securities the
Company issued from April 1, 2003 through June 30, 2003, in transactions without
registration under the Act.  There were no underwriters in any of these
transactions, nor were any sales commissions paid thereon. The securities were
issued pursuant to Section 4(2) of the Act.

A total of 3,925,000 shares were issued for private placements to four investors
for a total of $47,800.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

None


<PAGE>
SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange
Act of 1934, the undersigned has duly caused this Form 10-QSB to be signed on
its behalf by the undersigned, there unto duly authorized, in the City of
Houston, Texas, on August 12, 2003.

PANGEA PETROLEUM CORPORATION

     By:  /s/  Charles B. Pollock                   Date: August 12, 2003
          -----------------------                         ---------------
          Charles B. Pollock,
          Chairman of the Board, and Chief Executive Officer





CERTIFICATIONS

I, Charles B. Pollock, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Pangea Petroleum
Corporation, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: August 12, 2003
/s/ Charles B. Pollock
----------------------
Charles B. Pollock
Chief Executive Officer


<PAGE>
I, Scott Duncan, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Pangea Petroleum
Corporation, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: August 12, 2003
/s/ Scott Duncan
----------------
Scott Duncan
Chief Financial Officer




<PAGE>
Certification of Chief Executive Officer of Pangea Petroleum Corporation
------------------------------------------------------------------------
pursuant to Section 906 of the Sarbanes-Oxley Act of 1992 and Section 1350 of 18
--------------------------------------------------------------------------------
U.S.C. 63.
---------

I, Charles B. Pollock, the Chief Executive Officer of Pangea Petroleum
Corporation hereby certify that to my knowledge, Pangea Petroleum Corporation's
periodic report on Form 10-QSB for the period ended June 30, 2003, fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and that information contained in the periodic report on
Form 10-QSB and the financial statements contained therein fairly presents, in
all material respects, the financial condition and results of the operations of
Pangea Petroleum Corporation.

Date:   August 12, 2003           /s/     Charles B. Pollock
                                          ------------------
                                          Charles B. Pollock,
                                          Chief Executive Officer
                                          Pangea Petroleum Corporation





Certification of Chief Financial Officer of Pangea Petroleum Corporation
------------------------------------------------------------------------
pursuant to Section 906 of the Sarbanes-Oxley Act of 1992 and Section 1350 of 18
--------------------------------------------------------------------------------
U.S.C. 63.
---------

I, Scott Duncan, the Chief Financial Officer of Pangea Petroleum Corporation
hereby certify that to my knowledge, Pangea Petroleum Corporation's periodic
report on Form 10-QSB for the period ended June 30, 2003, fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and that information contained in the periodic report on Form 10-QSB and
the financial statements contained therein fairly presents, in all material
respects, the financial condition and results of the operations of Pangea
Petroleum Corporation.

Date:    August 12, 2003          /s/     Scott Duncan
                                          ------------
                                          Scott Duncan,
                                          Chief Financial Officer of
                                          Pangea Petroleum Corporation


<PAGE>