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 SEPTEMBER 30, 2004

                            Commission File #0-30503

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

                                    COLORADO
         (State or other jurisdiction of incorporation or organization)

                                   76-0635938
                      (IRS Employer Identification Number)

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

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

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

The number of shares outstanding of the Company's common stock as of November 2,
2004 is shown below:

Title of Class Number of Shares Outstanding Common Stock, $.001 par value per
share 174,071,298

Documents Incorporated by Reference: None


                                       1
<PAGE>

                          PANGEA PETROLEUM CORPORATION
                                   FORM 10-QSB

                                Table of Contents

PART  I  -  FINANCIAL  INFORMATION

Item  1  -  Financial  Statements

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

Item  3  -  Controls and Procedures

PART II  -  OTHER INFORMATION

Item 1 -    Legal Proceedings

Item  6  -  Exhibits and Reports  on  Form  8-K

SIGNATURES

                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

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

<PAGE>
                          PANGEA PETROLEUM CORPORATION
                                   ----------

              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
     for the three months and nine months ended September 30, 2004 and 2003

                                       F-1

<PAGE>

                          PANGEA PETROLEUM CORPORATION
                                TABLE OF CONTENTS

                                   ----------
<TABLE>
<CAPTION>
                                                                                                   Page
<S>                                                                                               <C>
Unaudited Consolidated Condensed Financial Statements:

  Consolidated Condensed Balance Sheets as of September 30, 2004
    and December 31, 2003                                                                          F-3

  Unaudited Consolidated Condensed Statements of Operations for the three months
    and nine months ended September 30, 2004
    and 2003                                                                                       F-4

  Unaudited Consolidated Condensed Statements of Stockholders'
    Equity for the nine months ended September 30, 2004                                            F-5

  Unaudited Consolidated Condensed Statements of Cash Flows
    for the nine months ended September 30, 2004 and 2003                                          F-6

Notes to Unaudited Consolidated Condensed Financial Statements                                     F-7
</TABLE>

                                                            F-2

<PAGE>

                          PANGEA PETROLEUM CORPORATION
                 UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET
                    September 30, 2004 and December 31, 2003

                                   ----------
<TABLE>
<CAPTION>
                                                                   September 30,       December 31,
                                                                      2004                 2003
     ASSETS                                                        (Unaudited)            (Note)
---------------                                                    ------------    ------------
<S>                                                                <C>             <C>
Current assets:
  Cash                                                             $     58,260    $      1,890
  Accounts receivables                                                   10,996          12,460
  Settlement receivable                                                  20,000              --
                                                                   ------------    ------------

    Total current assets                                                 89,256          14,350
                                                                   ------------    ------------

Property and equipment:
  Oil and gas properties (successful efforts method)                    256,763         198,264
  Other property and equipment                                           18,174          16,689
  Less accumulated depletion, depreciation and amortization             (31,407)        (21,514)
                                                                   ------------    ------------

    Net property and equipment                                          243,530         193,439
                                                                   ------------    ------------

      Total assets                                                 $    332,786    $    207,789
                                                                   ============    ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                                 $      9,247    $     26,661
  Accrued liabilities                                                    51,641          65,699
  Notes payable to related parties                                      374,316         322,684
  Deferred gain on sale of Mass Energy, Inc.                          1,475,141       1,475,141
                                                                   ------------    ------------

    Total current liabilities                                         1,910,345       1,890,185

Obligation for dismantlement and disposal activities                     10,000          10,000

Notes payable to related parties, net of current portion                 60,000          60,000
                                                                   ------------    ------------

    Total liabilities                                                 1,980,345       1,960,185
                                                                   ------------    ------------

Commitments and contingencies

Stockholders' deficit:
  Preferred stock: $.001 par value; 5,000,000 shares authorized              --              --
  Common stock: $.001 par value; 200,000,000 shares authorized;
    174,071,298 and 117,665,959 shares issued and outstanding at
    September 30, 2004 and December 31, 2003, respectively              174,071         117,666
  Additional paid-in capital                                         16,605,760      16,116,224
  Unissued common stock: 1,440,500 shares                               192,833         192,833
  Accumulated deficit                                               (18,604,578)    (18,163,474)
                                                                   ------------    ------------


                                                                     (1,631,914)     (1,736,751)
  Subscriptions receivable                                              (15,645)        (15,645)
  Deferred compensation                                                      --              --
                                                                   ------------    ------------

    Total stockholders' deficit                                      (1,647,559)     (1,752,396)
                                                                   ------------    ------------

      Total liabilities and stockholders' deficit                  $    332,786    $    207,789
                                                                   ============    ============
</TABLE>

Note: The balance sheet at December 31, 2003 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.

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

                                       F-3

<PAGE>

                          PANGEA PETROLEUM CORPORATION
            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
     for the three months and nine months ended September 30, 2004 and 2003

                                   ----------
<TABLE>
<CAPTION>
                                                      Three Months Ended               Nine Months Ended
                                                         September 30,                    September 30,

                                                   2004            2003             2004            2003
                                              -------------    -------------    -------------    -------------
<S>                                           <C>              <C>              <C>              <C>
Revenue                                       $      23,268    $      11,633    $      61,048    $      17,106
                                              -------------    -------------    -------------    -------------

Costs and expenses:
  Lease operating expenses                            2,276               --            5,632               --
  Production taxes                                    1,470               --            4,432               --
  Selling, general and administrative,
    excluding stock-based compensation               22,697           64,143          119,606          369,374
  Stock based compensation                           95,394               --          314,973               --
  Depreciation, depletion and amortization            3,743            3,083            9,893            4,430
  Dry hole costs                                         --               --          105,909               --
                                              -------------    -------------    -------------    -------------

    Total costs and expenses                       (125,580)         (67,226)        (560,445)        (373,804)
                                              -------------    -------------    -------------    -------------

Loss from operations                               (102,312)         (55,593)        (499,397)        (356,698)
                                              -------------    -------------    -------------    -------------

Other income and (expenses):
  Interest income                                        --               --            6,104               --
  Other income                                       80,000               --           82,500               --
  Interest expense                                  (11,800)          (9,243)         (30,311)         (27,764)
                                              -------------    -------------    -------------    -------------

    Total other income and (expenses), net           68,200           (9,243)          58,293          (27,764)
                                              -------------    -------------    -------------    -------------

        Net loss                              $     (34,112)         (64,836)   $    (441,104)   $    (384,462)
                                              =============    =============    =============    =============

Basic and diluted net loss per common share   $       (0.00)   $       (0.00)   $       (0.00)   $       (0.01)
                                              =============    =============    =============    =============

Weighted average common shares                  166,335,589       94,688,904      149,244,983       83,217,566
                                              =============    =============    =============    =============
</TABLE>

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

                                       F-4

<PAGE>

                          PANGEA PETROLEUM CORPORATION
       UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                  for the nine months ended September 30, 2004

                                   ----------

<TABLE>
<CAPTION>
                                                                                                                   Total
                                                              Additional    Unissued                   Stock       Stockholders'
                                          Common Stock          Paid-In      Common    Accumulated  Subscriptions   Equity
                                        Shares      Amount      Capital      Stock      Deficit       Receivable   (Deficit)
                                     -----------   --------   -----------   --------   ------------    --------    -----------
<S>                                  <C>           <C>        <C>           <C>        <C>             <C>         <C>
Balance at December 31, 2003         117,665,959   $117,666   $16,116,224   $192,833   $(18,163,474)   $(15,645)   $(1,752,396)

Common stock issued for cash          24,571,667     24,572       161,428         --             --          --        186,000

Common stock issued to compensate

  employees and consultants           29,270,120     29,270       256,277         --             --          --        285,547

Common stock issued for legal

  services                               563,552        563         4,194         --             --          --          4,757

Common stock issued for profes-
  sional fees                          2,000,000      2,000        34,000         --             --          --         36,000

Stock warrants issued for profes-
  sional services                             --         --        27,900         --             --          --         27,900

Stock warrants issued to originate
  debt                                        --         --         5,737         --             --          --          5,737

Net loss                                      --         --            --         --       (441,104)         --       (441,104)
                                     -----------   --------   -----------   --------   ------------    --------    -----------

Balance at September 30, 2004        174,071,298   $174,071   $16,605,760   $192,833   $(18,604,578)   $(15,645)   $(1,647,559)
                                     ===========   ========   ===========   ========   ============    ========    ===========
</TABLE>


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

                                       F-5

<PAGE>

                          PANGEA PETROLEUM CORPORATION
                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
              for the nine months ended September 30, 2004 and 2003

                                   ----------
<TABLE>
<CAPTION>
                                                              2004          2003
                                                            ---------    ---------
<S>                                                         <C>          <C>
Cash flows from operating activities:
  Net loss                                                  $(441,104)   $(384,462)
  Adjustments to reconcile net loss to net cash
    used in operating activities                              462,367      379,247
                                                            ---------    ---------

      Net cash provided by (used in) operating activities      21,263       (5,215)
                                                            ---------    ---------

Cash flows from investing activities:
  Capital and exploratory expenditures                       (165,893)    (164,491)
                                                            ---------    ---------

      Net cash used in investing activities                  (165,893)    (164,491)
                                                            ---------    ---------

Cash flows from financing activities:
  Proceeds from the sale of common stock                      186,000      106,800
  Proceeds from subscription receivable                            --        4,919
  Proceeds from notes payable to related parties               15,000       60,000
                                                            ---------    ---------

      Net cash provided by financing activities               201,000      171,719
                                                            ---------    ---------

Net increase in cash and cash equivalents                      56,370        2,013

Cash and cash equivalents at beginning of period                1,890       14,627
                                                            ---------    ---------

Cash and cash equivalents at end of period                  $  58,260    $  16,640
                                                            =========    =========
</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 months and nine months ended September
       30, 2004 and 2003 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, 2003 and 2002.
       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, 2003 and 2002, the Company reported net
       losses of $669,654 and $1,275,753, respectively, and negative cash flows
       from operations of $51,733 and $223,963 respectively. Such negative
       financial results have continued in the nine months ended September 30,
       2004.


       Negative operating results produced a working capital deficit of
       $1,821,089 as of September 30, 2004. 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:

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

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

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

5.     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

                                   ----------

6.     Income Taxes

       The Company has incurred losses since its inception and, therefore, has
       not been subject to federal income taxes. As of September 30, 2004, the
       Company had net operating loss ("NOL") carryforwards for income tax
       purposes of approximately $12,690,000 which expire in various tax years
       through 2024. Under the provisions of Section 382 of the Internal Revenue
       Code, the net operating loss carryforwards attributable to 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 September 30, 2004 and 2003 relates primarily to increases
       in the valuation allowances for deferred tax assets related to net
       operating losses.

7.     Stockholders' Equity

       During the nine months ended September 30, 2004, the Company engaged in
       various transactions affecting stockholders' equity, as follows:

      o     The Company issued 21,446,667 shares under a combination of private
            placements of its common stock and issuances in respect to exercise
            of stock options to raise $161,000

      o     The Company issued 3,125,000 shares upon exercise of stock options
            for proceeds of $25,000.

      o     The Company issued options to acquire shares of the Company's common
            stock to individuals under private placement agreements. The options
            are exercisable after a vesting period at prices ranging from $0.012
            to $0.02 per share.

       The Company issued options to acquire shares of the Company's common
       stock for professional fees. The options are exercisable at prices
       ranging from $0.01 to $0.02 per share, expiring at various dates through
       March 9, 2007.

8.     Related Party Transactions

       During the nine months ended September 30, 2004, the Company issued
       5,840,000 shares of common stock and recognized consulting fees of
       $46,300 under consulting agreements with stockholders to provide
       record-keeping and other administrative services

       In addition to the transactions and balances described above, the Company
       has various related party notes payable at September 30, 2004 of
       $374,316.

9.     Non-Cash Investing and Financing Activities

       During the three months ended September 30, 2004 and 2003, the Company
       engaged in various non-cash financing and investing activities as
       follows:

                                                         2004              2003
                                                        -------          -------

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


                                       F-9

<PAGE>


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,
2003. Certain statements in this Form 10QSB 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.

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

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

GENERAL

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

                                       3
<PAGE>

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

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

Since its inception, the Company has suffered recurring losses from operations
and has been dependent on existing stockholders and new investors to provide the
cash resources to sustain its operations. During the three months ended
September 30, 2004 the Company reported a loss of $34,112 while a loss of
$64,836 was reported for the three months ended September 30, 2003.

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

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

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

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

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 value 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 (costs to acquire mineral interests in oil and gas properties) and costs
of exploratory and development wells (costs to drill and equip) 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.

                                       4
<PAGE>

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

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

Oil and Gas Revenues

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

RESULTS OF OPERATIONS

During the third quarter of 2004, the Company reported $23,268 in revenue. This
income is from the two producing wells in Liberty and Panola counties. Pangea
drilled an additional well in Liberty County in the 3rd quarter. That well was
successfully completed and will be connected to the pipeline in late November
and is expected to provide revenue in the 4th quarter. The Company has committed
to three additional prospects, that should be drilled in the 4th quarter 2004
and 1st quarter 2005.

Pangea has two suspended wells which have undergone further review. The
suspended well in Lee County, where oil reserves were found, is still suspended
and is under discussion for additional work. The other suspended well in Austin
County appears to have mechanical and lease issues that will preclude
consideration for further work.

One new well was successfully drilled in the 3rd quarter. Liberty County, Texas
was a 9200' test of the Lower Wilcox, based on 3D seismic data and multiple
surrounding wells. The well was drilled in September 2004, and no commercial
reserves were found. However, two very attractive zones were logged in the Yegua
sands, which are productive throughout the area. The first zone was completed
and is awaiting connection to the gas pipeline in late November 2004. The
initial rate of production will be reported after production commences. The
second zone remains behind pipe for completion in the future. Pangea has a 5%
working interest (3.75% net revenue interest) in the well.

COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2003 TO THREE MONTHS ENDED
SEPTEMBER 30, 2004.


The net loss of $34,112 for the three months ended September 30, 2004 decreased
by $30,724 from the net loss of $64,836 for the three months ended September 30,
2003. The decrease is directly attributable to an increase in revenue from
producing wells and a one time settlement payment received during the quarter,
for a portion of the successful Duval County lawsuit awarded to the Company in
the 2nd quarter.


                                       5
<PAGE>

The Company generated revenue from the participation in ongoing oil and gas
wells in the amount of $23,268 for the three months ended September 30, 2004,
compared to $11,633 in revenue in the three months ended September 30, 2003.
Total assets increased to $332,786 at September 30, 2004 compared to $207,789 at
December 31, 2003 which is primarily reflected in an increase in cash to $58,260
at September 30, 2004 compared to $1,890 at December 31, 2003 and oil and gas
properties (successful efforts method) which increased to $256,763 at September
30, 2004 compared to $198,264 at December 31, 2003.

Total liabilities at September 30, 2004 are $1,980,345 compared to $1,960,185 at
December 31, 2003, which is an increase in total liabilities of $20,160. The
increase in liabilities is primarily due to an increase of $51,632 in notes
payable to related parties (from $374,316 at September 30, 2004 compared to
$322,684 at December 31, 2003), and interest on notes payable to related
parties, which was partially offset by a decrease in accounts payable. At
September 30, 2004, the liabilities reflected on the balance sheet are trade
accounts payable, accrued liabilities and notes payable to officers, directors
and a shareholder of the Company and a deferred gain on the sale of our former
subsidiary Mass Energy.

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2003 TO NINE MONTHS ENDED
SEPTEMBER 30, 2004.

The net loss of $441,104 for the nine months ended September 30, 2004 increased
by $56,642 from the net loss of $384,462 for the nine months ended September 30,
2003. The increase is directly attributable to an increase in dry hole costs and
the recognition of deferred compensation.

The Company generated revenue of $61,048 for the nine months ended September 30,
2004 compared $17,106 in the nine months ended September 30, 2003. This increase
in revenue reflects the participation in ongoing oil and gas wells. Total assets
increased to $332,786 at September 30, 2004 compared to $207,789 at December 31,
2003 which is primarily reflected in an increase in cash to $58,260 at September
30, 2004 compared to $1,890 at December 31, 2003, and the increased value of the
Company's oil and gas properties to $256,763 at September 30, 2004 from $198,264
at December 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

The Company's operating activities used cash in the amount of $21,263 for the
quarter ended September 30, 2004 to invest in one prospect and to pay expenses
on producing wells. The Company is currently generating revenue from two wells
and has not been able to generate positive cash flow from operations for the
quarter ended September 30, 2004. The Company utilized cash from financing
activities to fund these investments in prior quarters in 2004. The net cash
from financing activities increased year-to-date in 2004 to $201,100 from
$171,719 at December 31, 2003. The Company intends to continue investing in
additional oil and gas projects but will need additional private placements,
debt financing or equity investment in order to participate fully and at the
levels the Company intends. There can be no assurance that any of the plans
developed by the Company will produce cash flows sufficient to ensure its
long-term viability.

OUTLOOK

Pangea has identified three additional prospects scheduled for drilling in the
4th Quarter in San Patricio County Texas, and early 2005 in De Witt County
Texas. The Company is also in the process of evaluating several additional
prospects for 2005.

San Patricio County, Texas is a project that consists of two wells that are
based on 3D seismic data in the Miocene sands. These wells are in a prolific
Miocene production trend and tap into previously unproduced channel sands in the
area. Both wells have additional follow-up locations if successful. Pangea has a
4.25% working interest and a 3.275% net interest in both wells. The operator is
currently waiting on the contracted drilling rig to finish prior contract work,
and it is expected that the wells will be drilled prior to the end of 2004

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

Pangea is actively reviewing additional prospects in Texas, Louisiana, and
Oklahoma to add new wells to the prospect list. The Company is continuing its
strategy of evaluating primarily shallow, onshore oil and gas projects, that
avoid investing in "wildcat" or exploratory wells, and focusing on investing in
development well prospects that are supported by seismic data, proven production
from the surrounding area and good information from adjacent wells.
Additionally, Pangea will continue to diversify its risk by taking a minority
working interest in the prospects, such that the Company is not dependent on any
one project, or highly impacted by an unsuccessful well. The ability to invest
further will be heavily dependent on securing additional capital from investors
or debt financing. There is no assurance that additional equity or debt
financing will be available on terms acceptable to Management.

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 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.

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<PAGE>

ITEM 3.  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 end
of the period covered by this report on Form 10-QSB. There were no significant
changes in our internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

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 end of the period covered
by this report on Form 10-QSB. There were no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

                           PART II - OTHER INFORMATION

Pursuant to the Instructions on Part II of the Form 10-QSB, Items 2, 3, 4 and 5
are omitted.

ITEM 1.  LEGAL PROCEDINGS

On May 7, 2004, the Company was awarded $158,000.00 in its arbitration claim
against Clay Exploration, Inc. and Joseph W. Shunta pertaining to a well
interest in Duval County, Texas. Counterclaims asserted by Clay Exploration and
Shunta were dismissed by the Arbitrator, with the exception that Pangea
conceded, and Clay Exploration was awarded, certain expenses in the amount of
$5,566.54 pertaining to a separate well in Jim Wells County, Texas. On October
22, 2004, Joseph W. Shunta filed a notice of appeal of the order confirming the
arbitration award, in Cause Number 2002-18505, District Court, Harris County,
Texas, 157th Judicial District. Pangea is in the process of taking all
reasonable steps to collect the judgment. The judgment continues to accrue
interest. On September 8, 2004, Pangea entered into a settlement agreement with
Clay Exploration whereby Clay agreed to pay Pangea $80,000 and release Pangea
from any claims, in exchange for a full release from Pangea.

Item  6  -  Exhibits and Reports on Form  8-K

(A)          Exhibits

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

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

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

                                       7
<PAGE>

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

(B) Reports on Form 8-K

     None

SIGNATURES

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

    PANGEA PETROLEUM CORPORATION

     By:  /s/  Charles  B.  Pollock                      Date: November 12, 2004
          -------------------------------------
          Charles  B.  Pollock,
          Chairman of the Board and
          Chief Executive Officer


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