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, 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)

                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)

                9801 Westheimer, Suite 302, Houston, Texas 77042
   (Former name, former address and former fiscal year, if changed since last
                                    report)


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 April 22,
2004 is shown below:

Title of Class Number of Shares  Outstanding  Common Stock,  par value $.001 per
share: 142,395,962

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  or Plan of Operations

Item  3  -  Controls and Procedures


PART II  -  OTHER INFORMATION

Item  2  -  Changes  in  Securities

Item  5  -  Other Information

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.



                          PANGEA PETROLEUM CORPORATION

                                   ----------





             UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003

                                      F-1
<PAGE>

                          PANGEA PETROLEUM CORPORATION
                               TABLE OF CONTENTS

                                   ----------



                                                                    PAGE

Unaudited Consolidated Condensed Financial Statements:

  Unaudited Consolidated Condensed Balance Sheets as of
    March 31, 2004 and December 31, 2003                            F-3

  Unaudited Consolidated Condensed Statements of Operations
    for the three months ended March 31, 2004 and 2003              F-4

  Unaudited Consolidated Condensed Statements of Stockholders'
    Equity for the three months ended March 31, 2004                F-5

  Unaudited Consolidated Condensed Statements of Cash Flows
    for the three months ended March 31, 2004 and 2003              F-6

Notes to Unaudited Consolidated Condensed Financial Statements      F-7

                                      F-2
<PAGE>

                          PANGEA PETROLEUM CORPORATION
                 UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET
                      MARCH 31, 2004 AND DECEMBER 31, 2003

                                   ----------

<TABLE>
<CAPTION>
                                                                     MARCH 31       DECEMBER 31,
                                                                       2004             2003
     ASSETS                                                         (UNAUDITED)        (NOTE)
                                                                   ------------    ------------
<S>                                                                <C>             <C>
Current assets:
  Cash                                                             $    107,089    $      1,890
  Accounts receivables                                                   13,079          12,460
                                                                   ------------    ------------

      Total current assets                                              120,168          14,350
                                                                   ------------    ------------

Property and equipment:
  Oil and gas properties (successful efforts method)                    208,764         198,264
  Other property and equipment                                           16,689          16,689
  Less accumulated depletion, depreciation and amortization             (24,384)        (21,514)
                                                                   ------------    ------------

  Net property and equipment                                            201,069         193,439
                                                                   ------------    ------------

      Total assets                                                 $    321,237    $    207,789
                                                                   ============    ============


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                                 $     19,425    $     26,661
  Accrued liabilities                                                   138,021          65,699
  Notes payable to related parties                                      322,684         322,684
  Deferred gain on sale of Mass Energy, Inc.                          1,475,141       1,475,141
                                                                   ------------    ------------

      Total current liabilities                                       1,955,271       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                                               2,025,271       1,960,185
                                                                   ------------    ------------

Commitments and contingencies

Stockholders' deficit:
  Preferred stock: $.001 par value; 10,000,000 shares authorized             --              --
  Common stock: $.001 par value; 200,000,000 shares authorized;
    142,395,962 shares issued and outstanding                           142,396         117,666
  Additional paid-in capital                                         16,325,879      16,116,224
  Unissued common stock: 1,440,500 shares                               192,833         192,833
  Accumulated deficit                                               (18,284,084)    (18,163,474)
                                                                   ------------    ------------

                                                                     (1,622,976)     (1,736,751)
  Subscriptions receivable                                              (15,645)        (15,645)
  Deferred compensation                                                 (65,413)             --
                                                                   ------------    ------------

      Total stockholders' deficit                                    (1,704,034)     (1,752,396)
                                                                   ------------    ------------

        Total liabilities and stockholders' deficit                $    321,237    $    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 ENDED MARCH 31, 2004 AND 2003

                                  ----------

                                                      THREE MONTHS ENDED
                                                           MARCH 31,
                                                 ------------------------------
                                                      2004            2003
                                                 -------------    -------------

Oil and gas revenue                              $      18,928    $          --
                                                 -------------    -------------

Costs and expenses:
  Lease operating expenses                               2,231               --
  Production tax                                         1,386               --
  Selling, general and administrative                  101,901          138,094
  Stock based compensation                              21,300               --
  Depletion, depreciation, and amortization              2,798               72
  Interest expense                                       9,922            9,390
                                                 -------------    -------------

    Total costs and expenses                          (139,538)        (147,556)
                                                 -------------    -------------

      Net loss                                   $    (120,610)   $    (147,556)
                                                 =============    =============


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

Weighted average common shares                     139,215,023       71,794,006
                                                 =============    =============


             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 THREE MONTHS ENDED MARCH 31, 2004

                                   ----------



<TABLE>
<CAPTION>

                                                                      ADDITIONAL      UNISSUED
                                             COMMON STOCK              PAID-IN         COMMON
                                        SHARES          AMOUNT         CAPITAL         STOCK
                                    -------------   -------------   -------------   -------------

<S>                                   <C>           <C>             <C>             <C>
Balance at December 31, 2003          117,665,959   $     117,666   $  16,116,224   $     192,833

Common stock issued for cash           19,780,000          19,780         121,220              --

Common stock issued to compensate
  employees and consultants             2,600,000           2,600          23,700              --

Common stock issued for legal
  services                                350,003             350           2,835              --

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

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

Net loss                                       --              --              --              --
                                    -------------   -------------   -------------   -------------

Balance at March 31, 2004             142,395,962   $     142,396   $  16,325,879   $     192,833
                                    =============   =============   =============   =============

<CAPTION>
                                                                                           TOTAL
                                                        STOCK                           STOCKHOLDERS
                                     ACCUMULATED     SUBSCRIPTIONS      DEFERRED           EQUITY
                                       DEFICIT        RECEIVABLE      COMPENSATION        (DEFICIT)
                                    -------------    -------------    -------------    -------------

<S>                                 <C>              <C>              <C>              <C>
Balance at December 31, 2003        $ (18,163,474)   $     (15,645)   $          --    $  (1,752,396)

Common stock issued for cash                   --               --               --          141,000

Common stock issued to compensate
  employees and consultants                    --               --           (5,000)          21,300

Common stock issued for legal
  services                                     --               --               --            3,185

Common stock issued for profes-
  sional fees                                  --               --          (34,500)           1,500

Stock warrants issued for profes-
  sional services                              --               --          (25,913)           1,987

Net loss                                 (120,610)              --               --         (120,610)
                                    -------------    -------------    -------------    -------------

Balance at March 31, 2004           $ (18,284,084)   $     (15,645)   $     (65,413)   $  (1,704,034
                                    =============    =============    =============    =============
</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 THREE MONTHS ENDED MARCH 31, 2004 AND 2003

                                   ----------




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

Cash flows from operating activities:
  Net loss                                               $(120,610)   $(147,556)
  Adjustments to reconcile net loss to net cash
    used in operating activities                            95,309      137,879
                                                         ---------    ---------

      Net cash used in continuing operations               (25,301)      (9,677)
      Net cash used in discontinued operations                  --           --
                                                         ---------    ---------

        Net cash used in operating activities              (25,301)      (9,677)
                                                         ---------    ---------

Cash flows from investing activities:
  Capital and exploratory expenditures                     (10,500)     (81,519)
                                                         ---------    ---------

      Net cash used in continuing operations               (10,500)     (81,519)
      Net cash used in discontinued operations                  --           --
                                                         ---------    ---------

        Net cash used in investing activities              (10,500)     (81,519)
                                                         ---------    ---------

Cash flows from financing activities:
  Proceeds from the sale of common stock and stock
    options                                                141,000       47,000
  Proceeds from notes payable to related parties                --       30,000
                                                         ---------    ---------

      Net cash provided by continuing operations           141,000       77,500
      Net cash provided by discontinued operations              --           --
                                                         ---------    ---------

        Net cash provided by financing activities          141,000       77,500
                                                         ---------    ---------

Net increase (decrease) in cash and cash equivalents       105,199      (13,696)

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

Cash and cash equivalents at end of period               $ 107,089    $     931
                                                         =========    =========


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

                                      F-6
<PAGE>

                          PANGEA PETROLEUM CORPORATION
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

                                   ----------


1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION

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


2.   ACCOUNTING ESTIMATES

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


3.   INTERIM FINANCIAL STATEMENTS

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared in accordance with generally  accepted  accounting  principles for
     interim financial  information and with the instructions to Form 10-QSB and
     Article 10 of Regulation S-B.  Accordingly,  they do not include all of the
     information  and  footnotes  required  by  generally  accepted   accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  of  normal  recurring  accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the three month  period  ended March 31, 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 three months ended March 31, 2004.

     Continuing negative operating results produced a working capital deficit of
     $1,835,103  as of March 31,  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 March 31, 2004, the Company had
     net  operating  loss  ("NOL")  carryforwards  for  income tax  purposes  of
     approximately  $12,501,000  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  March  31,  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 three  months  ended  March 31,  2003,  the  Company  engaged in
     various transactions affecting stockholders' equity, as follows:

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 three months ended March 31, 2004, the Company issued  2,600,000
     shares of common stock and  recognized  consulting  fees of $21,300 under a
     consulting agreement 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 March 31, 2004 of $322,684.


9.   NON-CASH INVESTING AND FINANCING ACTIVITIES

     During the three months ended March 31, 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 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.  Pangea is located at 9801  Westheimer,  Suite
302,  Houston,  Texas  77042.  Pangea's  company  website  can  be  accessed  at
www.pangeapetroleum.com.

Pangea is a publicly traded company listed on the OTC Electronic  Bulletin Board
under the symbol "PAPO". The Company is an independent energy company focused on
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 its  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 March
31, 2004 and 2003,  the Company  reported  net losses of $143,403  and  $147,556
respectively.

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 support near term  operations  and 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.

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

                                                                               3
<PAGE>

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.

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 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.

                                                                               4
<PAGE>

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.

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
9801 Westheimer,  Suite 302, Houston,  Texas 77042. Pangea has a Company website
is www.pangeapetroleum.com.

RESULTS OF OPERATIONS

During the first quarter of 2004, the Company reported $18,928 in revenue.  This
income is from the two producing  wells in Liberty and Panola  counties.  Pangea
participated in one well during the 1st quarter and has an interest in two other
wells that are currently suspended awaiting further work. The three wells are as
follows:

LEE COUNTY, which is a Lower Wilcox prospect identified in a 2D seismic analysis
that shows a closure between two existing Lower Wilcox  producing  fields in the
area, was drilled and tested in August 2003. Pangea has a 17.5% working interest
(13.125% net interest). The well encountered 40' of overall sand with 16'-18' of
oil sand on top and water in the bottom 22'. The well was tested in early August
and showed signs of oil at a low rate of production.  The well was  subsequently
stimulated with an acid treatment which greatly  increased the water  production
rate,  making the well  uneconomical  to produce.  Pangea and its partners  have
reviewed the reservoir data and determined  that there may be locations that are
up structure from the first well, further from the underlying water. New seismic
data was run in April 2004,  which,  when  analysis is  completed,  will clarify
whether a follow-up well can be drilled.  Following that determination,  we will
also further  examine the potential for the first well, if the new data supports
an adequate amount of potential reserves to justify remedial work.

AUSTIN  COUNTY,  which is a 2600'  Frio zone  test that was based in 3D  seismic
analysis,  was drilled in July 2003.  The Company has a 15.3%  working  interest
(11.48% net  interest).  Unfortunately,  the target  production  zone  contained
residual gas and water,  and produced only water on the test.  The well has been
shut in and is being evaluated for potential shallower productive intervals.  No
timetable has been set for decisions on future work at this time.


ANDERSON COUNTY was a 4600' test of a new fault block that was identified in the
Woodbine formation.  Geologic and seismic analysis revealed an untested area off
the  southwest  flank of the Jarvis  dome that was  untested.  The  Jarvis  dome
structures  have had several  recent  successful  well  completions  in the last
several  years in three  different  Woodbine  sands.  Pangea has a 5.0%  working
interest  (4.25% net  interest) in the well.  The well was drilled at the end of
February 2004. Unfortunately it encountered the Woodbine sands as predicted, but
they did not contain oil or gas reserves and the well was abandoned.


COMPARISON OF THREE MONTHS ENDED MARCH 31, 2003 TO THREE MONTHS ENDED MARCH
31, 2004.

The net loss of $120,610 for the three months ended March 31, 2004  decreased by
$26,946 from the net loss of $147,556 for the three months ended March 31, 2003.
The decrease is attributable to an increase in revenue (with associated increase
in operating expenses and a decrease in General and Administrative cost).

The Company  generated  revenue  from the  participation  in ongoing oil and gas
wells in the  amount of  $18,928  for the three  months  ended  March 31,  2004,
compared to no revenue in the three months  ended March 31,  2003.  Due to a dry
hole in Austin County in 2004, net property and equipment  increased to $201,069
at March 31, 2004 as compared to $193,439 at December  31,  2003.  Additionally,
total assets  increased  from $207,789 at December 31, 2003 to $321,237 at March
31, 2004.

Total  liabilities  at March 31, 2004 are  $2,025,271  compared to $1,960,185 at
March 31,  2003,  which is an increase  in total  liabilities  of  $65,086.  The
increase in liabilities is primarily due to interest on notes payable to related
parties and interest on deferred  salaries.  At March 31, 2004, the  liabilities
reflected on the balance sheet are trade accounts payable,  accrued  liabilities
to officers,  directors and a shareholder  of the Company and a deferred gain on
the sale of Mass Energy.  The accrued  liabilities  to officers are for salaries
that were deferred and related  expenses.  The officers have chosen to defer any
cash salary until such time that the Company can support it.

                                                                               5
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's  operating  activities  used cash in the amount of $25,301 for the
quarter  ended March 31,  2004 to invest in one well.  That well was a dry hole.
The Company  currently  has two wells  generating  revenue but does not generate
positive cash flow from  operations.  The Company  utilized cash from  financing
activities  to fund  investments  and some  operating  costs.  The net cash from
financing  activities  increased in 2004 to $141,000  from $77,500 in 2003.  The
Company intends to continue investing in additional oil and gas projects but may
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.


2004 OUTLOOK

The Company has  identified  two  additional  prospects  for drilling in 2004 in
Liberty County,  Texas and Kingfisher County,  Oklahoma and is in the process of
evaluating several additional prospects for 2004.

LIBERTY COUNTY is a 9000' test of the Lower Wilcox, based on 3D seismic data and
multiple  surrounding  wells.  The fault trap  identified  has a down  structure
producing well that would not have produced the bulk of the reserves potentially
available.  In  addition,  several  wells in the  surrounding  area  support the
presence of a large fault block that is substantially  untested. The well should
encounter  several zones that are currently  producing in adjacent fault blocks,
which will be secondary  objectives.  Pangea has a 5.0% working  interest (3.75%
net  interest)  in the well.  It is  anticipated  that the well will be  drilled
around the end of the second quarter.

KINGFISHER  COUNTY is 6900' well in the Mississippi  Lime  formation.  Pangea is
acquiring a 10%  interest in a farmout of a 16,580 acre unit in the Sooner Trend
in North Central Oklahoma. The Mississippi Lime in the unit area is a 530' thick
fractured  limestone  that is  reported  to have  recovered  only 1 to 2% of the
original  oil in place  during  the  original  development  in the  1960's.  The
original  wells  penetrated  an average of less than 100' of the  formation  and
averaged  40,000-50,000  barrels of total production  before declining and being
recompleted in a shallower formation in the 1970's. The initial new well will be
on a 320 acre  block in the  northwest  corner of the unit.  The well will apply
current air drilling and fracturing  technology to attempt to investigate a much
greater volume of the formation. If the first well is successful,  there will be
several follow-up  locations.  Pangea will have a 10% working interest and an 8%
net interest in the first five wells. After five wells, for any subsequent wells
the  working  interest  will be reduced to 7.5% and the net  interest to 6%. The
first well is expected to spud early in the third quarter.

Pangea is actively reviewing  additional prospects in Texas,  Louisiana,  Kansas
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 focus 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. 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

                                                                               6
<PAGE>

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.

ITEM 3.  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our Chief Financial  Officer and Chief Executive Officer have concluded that our
disclosure  controls and procedures  are  appropriate  and effective.  They have
evaluated  these  controls  and  procedures  as of a date  within 90 days of the
filing date of this report on Form 10-QSB.  There were no significant changes in
our internal controls or in other factors that could significantly  affect these
controls  subsequent to the date of their  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.




                         PART II - OTHER INFORMATION



ITEM 2. CHANGES IN SECURITIES

The following  information sets forth certain information for all securities the
Company  issued from January 1, 2004 through  March 31,  2004,  in  transactions
without  registration  under the Act. There were no underwriters in any of these
transactions,  nor were any sales commissions paid thereon.  The securities were
issued pursuant to Section 4(2) of the Act.


A total  of  19,780,000  shares  were  issued  for  private  placements  to five
investors for a total of $141,000.


ITEM 5. OTHER INFORMATION

The Board has not adopted a formal  policy with regard to the process to be used
for  identifying  and  evaluating  nominees  for  director.  At this  time,  the
consideration  of  candidates  for the  Board  of  Directors  is in the  Board's
discretion,  which we believe is  adequate  based on the size of the Company and
each current board member's qualifications.


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.

      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

                                                                               7
<PAGE>

SIGNATURES

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


          PANGEA PETROLEUM CORPORATION


          By:  /s/  Charles  B. Pollock                    Date: May 14, 2004
               -------------------------------------
               Charles  B.  Pollock,
               Chairman of the Board and
               Chief Executive Officer

                                                                               8