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 MARCH 31, 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 March 31,
2003  is  shown  below:

Title  of  Class  Number of Shares Outstanding Common Stock, par value $.001 per
share  78,002,125

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 ENDED MARCH 31, 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
    March 31, 2003 and December 31, 2002                                    F-3

  Unaudited Consolidated Condensed Statements of Operations
    for the three months ended March 31, 2003 and 2002                      F-4

  Unaudited Consolidated Condensed Statements of Stockholders'
    Equity for the three months ended March 31, 2003                        F-5

  Unaudited Consolidated Condensed Statements of Cash Flows
    for the three months ended March 31, 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

                                MARCH 31, 2003 AND DECEMBER 31, 2002

                                             __________


                                                                     MARCH 31,     DECEMBER 31,
                                                                       2003            2002
     ASSETS                                                         (UNAUDITED)       (NOTE)
     ------                                                        -------------  --------------
<S>                                                                <C>            <C>
Current assets:
  Cash                                                             $        931   $      14,627
  Employee advances and other receivables                                   499           2,784
  Prepaid expenses                                                        3,000           4,720
                                                                   -------------  --------------

    Total current assets                                                  4,430          22,131
                                                                   -------------  --------------

Property and equipment                                                   98,208          16,689
Less accumulated depreciation, depletion and amortization               (15,461)       ( 15,389)
                                                                   -------------  --------------

  Net property and equipment                                             82,747           1,300
                                                                   -------------  --------------

      Total assets                                                 $     87,177   $      23,431
                                                                   =============  ==============


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

Current liabilities:
  Accounts payable                                                 $      2,671   $       6,956
  Accrued liabilities                                                   134,716         108,552
  Notes payable to related parties                                      352,684         319,638
  Deferred gain on sale of Mass Energy, Inc.                          1,475,141       1,475,141
                                                                   -------------  --------------

    Total current liabilities                                         1,965,212       1,910,287
                                                                   -------------  --------------

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

      Total liabilities                                               1,965,212       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;
    78,002,125 and 64,333,554 shares issued and 72,411,125
    and 58,742,554 outstanding at March 31, 2003 and December 31,
    2002, respectively                                                   78,002          64,334
  Additional paid-in capital                                         15,708,646      15,590,891
  Unissued common stock                                                  30,000               -
  Accumulated deficit                                               (17,448,543)    (17,300,987)
                                                                   -------------  --------------

                                                                     (1,631,895)     (1,645,762)
  Less subscriptions receivable                                         (22,500)        (38,500)
  Less treasury stock: 5,591,000 shares at cost                        (223,640)       (223,640)
                                                                   -------------  --------------

      Total stockholders' deficit                                    (1,878,035)     (1,907,902)
                                                                   -------------  --------------

        Total liabilities and stockholders' deficit                $     87,177   $      23,431
                                                                   =============  ==============
</TABLE>

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.



              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 ENDED MARCH 31, 2003 AND 2002

                                   __________


                                                 2003          2002
                                             ------------  ------------
<S>                                          <C>           <C>

Costs and expenses:
  Selling, general and administrative        $   138,094   $    47,733
  Depreciation, depletion and amortization            72             -
  Interest expense                                 9,390        19,516
                                             ------------  ------------

    Loss from continuing operations             (147,556)      (67,249)

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

        Net loss                                (147,556)  $   (44,496)
                                             ============  ============

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

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

Weighted average common shares                71,794,006    52,660,178
                                             ============  ============
</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 THREE MONTHS ENDED MARCH 31, 2003

                                                            __________


                                                             ADDITIONAL    UNISSUED                          STOCK
                                         COMMON STOCK         PAID-IN       COMMON          RETAINED      SUBSCRIPTIONS  TREASURY
                                      SHARES      AMOUNT      CAPITAL        STOCK          EARNINGS       RECEIVABLE     STOCK
                                   ------------  ---------  -----------  --------------  ---------------  ------------  ----------
<S>                                <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)

Common stock issued for cash          2,349,729      2,350       14,650          30,000               -             -           -

Common stock issued to compensate
  employees and consultants           7,868,197      7,868       74,694               -               -             -           -

Common stock issued for legal
  Services                              300,000        300        2,700               -               -             -           -

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               -               -             -           -

Stock subscription receivable
  treated as compensation                     -          -            -               -               -        16,000           -

Net loss                                      -          -            -               -        (147,556)            -           -
                                   ------------  ---------  -----------  --------------  ---------------  ------------  ----------

Balance at March 31, 2003            78,002,125  $  78,002  $15,708,646  $       30,000  $  (17,448,543)  $   (22,500)  $(223,640)
                                   ============  =========  ===========  ==============  ===============  ============  ==========


                                       TOTAL
                                   STOCKHOLDERS'
                                    (DEFICIT)
                                   ------------
<S>                                <C>
Balance at December 31, 2002       $(1,907,902)

Common stock issued for cash            47,000

Common stock issued to compensate
  employees and consultants             82,562

Common stock issued for legal
  Services                               3,000

Common stock issued to convert
  $26,500 of related party debt
  and $2,361 of accrued interest
  to equity                             28,861

Stock subscription receivable
  treated as compensation               16,000

Net loss                              (147,556)
                                   ------------

Balance at March 31, 2003          $(1,878,035)
                                   ============
</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 THREE MONTHS ENDED MARCH 31, 2003 AND 2002

                                   __________


                                                                     2003          2002
                                                                ---------------  ---------
<S>                                                             <C>              <C>
Cash flows from operating activities:
  Net loss                                                      $     (147,556)  $(44,496)
  Adjustments to reconcile net loss to net cash
    used in operating activities:                                      137,879     (4,726)
                                                                ---------------  ---------

        Net cash used in continuing operations                          (9,677)   (49,222)
        Net cash provided by (used in) discontinued operations              -           -
                                                                ---------------  ---------

          Net cash used in operating activities                         (8,677)   (49,222)
                                                                ---------------  ---------

Cash flows from investing activities:
  Capital and exploratory expenditures                                 (81,519)         -
                                                                ---------------  ---------

        Net cash provided by (used in) continuing operations           (81,519)         -
        Net cash provided by (used in) discontinued operations               -          -
                                                                ---------------  ---------

          Net cash provided by (used in) investing activities          (81,519)         -
                                                                ---------------  ---------

Cash flows from financing activities:
  Proceeds from the sale of common stock                                47,000     22,575
  Proceeds from notes payable to related parties                        30,000     10,000
                                                                ---------------  ---------

        Net cash provided by continuing operations                      77,500     32,575
        Net cash provided by discontinued operations                         -          -
                                                                ---------------  ---------

          Net cash provided by financing activities                     77,500     32,575
                                                                ---------------  ---------

Net decrease in cash and cash equivalents                              (13,696)   (16,647)

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

Cash and cash equivalents at end of year                        $          931   $    730
                                                                ===============  =========
</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.  In  October 2000 the Company
     acquired  its  wholly  owned  subsidiary,  Mass  Energy,  Inc.


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 periods ended March 31, 2002 and 2001 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  quarter  ended  March  31,  2003

     Continuing negative operating results produced a working capital deficit of
     $1,960,782  as  of  March  31,  2003.  The  majority of the working capital
     deficit  was  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 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  period  from  January  1,  2002  to  March  31,  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 March 31, 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
     ended  March  31,  2003  and  2002  relates  primarily  to increases in the
     valuation  allowances  for  deferred  tax  assets  related to net operating
     losses.


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

     During  the three months ended March 31, 2003 and 2002, the Company engaged
     in  various  non-cash  financing  and  investing  activities  as  follows:

                                                           2002         2001
                                                          -------       -----

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


8.   RELATED PARTY TRANSACTIONS
     --------------------------

     During  the  three  months  ended March 31, 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 March 31, 2003 of $352,648


                                      F-9
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEN 1. CONSOLIDATED FINANCIAL STATEMENTS

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

ITEM 2. MANAGEMENTS 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. 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". Pangea is 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 years ended December 31,
2002 and 2001, the Company reported net losses of $1,082,920 and $9,000,347,
respectively, and negative cash flows from operations of $223,963 and $1,396,624
respectively.

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.


FORWARD-LOOKING  INFORMATION

This report contains a number of forward-looking statements, which reflect the
Company's current views with respect to future events and financial performance
including statements regarding the Company's projections. 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 to not place undue reliance on
the forward-looking statements contained herein, which speak only as of the date
hereof 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


<PAGE>
certain risks including, but not limited to, the Company's dependence on limited
cash resources, and its dependence on certain key personnel within the Company.
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
accrues revenue relating to production for which the Company has not received
payment. As of March 31, 2003, the Company had not yet successfully completed
drilling efforts at any of its prospect. Subsequent to March 31, 2003, the
Company's Panola county prospect was completed and began producing . No revenue
related to oil and gas production is reported in the accompanying financial
statements.

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.


<PAGE>
RESULTS OF OPERATIONS

During the first quarter of 2003, the Company reported no revenue; however the
Company's Panola county prospect was completed and began producing just after
quarter endDuring the fourth quarter of 2002, Pangea committed to participate in
the drilling of two prospects in Panola County and Liberty County, Texas. The
Company has an interest in a third well in Duval County. The Duvall county well
has produced since the third quarter of 2002, however revenue from that activity
is currently tied up in a legal dispute between Pangea and the operator of the
well. The Company expects to prevail in this case.

Panola County is a 7300' well designed to test the Lower Pettit and Travis Peak
formations. The well has good surrounding well control and a favorable lease
position. Drilling began on February 9, 2003 and several potentially productive
zones were encountered. The well has been completed and was placed on production
in April 2003. 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 prospect area is entirely under lease and has the potential for
multiple prospects. The well is currently being drilled. Pangea holds a 10%
working interest (7.7% net interest after royalty) in this well.

COMPARISON OF THREE MONTHS ENDED MARCH 31, 2002 TO THREE MONTHS ENDED MARCH 31,
2003.

The net loss of $147,556 for the three months ended March 31, 2003 increased by
$103,060 as compared to a net loss of $44,496 for the three months ended March
31, 2002. The increase is attributable to general and administrative expenses
incurred to as the Company has refocused its efforts on the search for viable
oil and gas prospects and has put the management team in place to implement its
plan.

LIQUIDITY AND CAPITAL RESOURCES

The Company used funds private placement funds received from investors and loans
from insiders to invest in the two wells listed above as well as to operate the
company. The Company will generate revenue from the well in Panola County in the
second quarter of 2003.

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. While the Company feels
that it will prevail on the current alter ego claim against it, the Company has
deferred some of the gain from the sale of Mass Energy, Inc. The accrued
liabilities are for salaries due to officers of the Company. The officers have
chosen to defer any cash salary until such time that the Company can support it.

2002 OUTLOOK

The Company is liquid and intends to invest in additional oil and gas projects.
The Company has currently invested in the two drilling prospects described
above. Pangea is also continuing to evaluate and develop the six prospects that
were underway, but incomplete in 2002. In addition, Pangea has added four
prospects in Caddo Parish, Louisiana, one prospect in Oceana County, Michigan,
and one prospect in Pushmataha County, Oklahoma to the prospect list. The
investment level 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. Management also
believes that the Company will prevail in the previously mentioned legal action
against the operator of the Duval County well.

FORWARD-LOOKING INFORMATION-GENERAL

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


<PAGE>
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.

ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

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.


<PAGE>
                           PART II - OTHER INFORMATION

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 January 1, 2003 through March 31, 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.

The Company issued 3,077,777 shares for consulting services provided during the
quarter ended March 31 2003 and these issuances were valued at $30,778 . The
Company issued 5,090,420 shares as compensation to officers and directors under
employment contracts and these issuances were valued at $38,784. The Company
issued a total of 2,349,729 shares under private placements to three investors
for a total of $16,000. Finally, the Company issued 2,349,729 shares of its
common stock to convert a $26,500 related party promissory note to BTS Group in
the amount of $29,006.45 that was converted into 2,349,729 shares.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

None

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 May 20, 2003.

PANGEA PETROLEUM CORPORATION

By:  /s/ Charles B. Pollock                      Date: May 20, 2003
     -----------------------------
     Charles B. Pollock,
     Chairman of the Board, and Chief Executive Officer


<PAGE>
                                 CERTIFICATIONS
                                 --------------

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Charles B. Pollock, certify that:

1.   I  have  reviewed  this quarterly report on Form 10-QSB of Pangea Petroleum
     Corp.;

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: May 20, 2003
/s/Charles B. Pollock
---------------------
Chairman of the Board and
Chief Executive Officer


<PAGE>
CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Scott Duncan, certify that:

1.   I  have  reviewed  this quarterly report on Form 10-QSB of Pangea Petroleum
     Corp.;

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:

     d)   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;

     e)   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

     f)   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):

     c)   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

     d)   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: May 20, 2003
/s/ Scott Duncan
----------------
Scott Duncan
Chief Financial Officer


<PAGE>
Certification  of  Chief Executive Officer of Pangea Petroleum Corp. 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 Corp.
hereby  certify that to my knowledge, Pangea Petroleum Corp. quarterly report on
Form  10-QSB  for  the  period  ended  March  31,  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  Corp.


Date: May 20, 2003                               /s/ Charles B. Pollock
                                                 ----------------------
                                                 Charles B. Pollock
                                                 Chief Executive Officer of
                                                 Pangea Petroleum Corp.


Certification  of  Chief Financial Officer of Pangea Petroleum Corp. 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 Corp. hereby
certify  that  to  my knowledge, Pangea Petroleum Corp. quarterly report on Form
10-QSB for the period ended March 31, 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 quarterly 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 Corp.

Date: May 20, 2003                               /s/ Scott Duncan
                                                 ----------------
                                                 Scott Duncan
                                                 Chief Financial Officer of
                                                 Pangea Petroleum Corp.


<PAGE>