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

                                   FORM 10-Q

(MARK ONE)

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

                  For the quarterly period ended JUNE 30, 2009


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

        FOR THE TRANSITION PERIOD FROM                    TO

                         COMMISSION FILE NUMBER 0-30503
                                                -------

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

                    COLORADO                       76-0635938
       (State or other jurisdiction      (I.R.S. Employer Identification No.)


                 3600 GESSNER, SUITE 220, HOUSTON, TEXAS 77063
                    (Address of principal executive offices)

                                 (713) 710-7103
                        (Registrant's telephone number)

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

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

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

Large accelerated filer       [ ]           Accelerated filer [ ]

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

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

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the latest practicable date:    390,499,544 common shares as of
August  20,  2009



<PAGE>
                         PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


                            PANGEA PETROLEUM CORPORATION
                            CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)

                                                     June 30,     December 31,
                                                       2009            2008
ASSETS

Current assets:
     Cash                                           $     2,090    $   2,595
     Accounts receivable                                 54,164        1,844
     Prepaid expenses                                     8,301

Property and equipment:
     Oil and gas properties (successful efforts
     method net of accumulated depletion of
     $143,234 and $138,642)                              44,262       28,734
     Unproven oil and gas properties (successful
     efforts method)                                    205,252      152,000
                                                    ------------------------

Total property and equipment                            197,214      180,734

Investment in subsidiary                                100,000
Goodwill                                                287,754
                                                    ------------------------
Total assets                                        $   701,823    $ 185,173
                                                    ========================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable                                    $     69,559   $ 43,595
Credit card payable                                                  18,374
Other current liabilities
   Accrued interest payable to related parties            96,174     79,090
   Notes payable - other                                  24,753
   Notes payable to related parties                       99,197     11,500
                                                    -----------------------

Total current liabilities                                289,683    152,559

Long-term debt to related parties                        659,771    659,771
Asset retirement obligations                                          8,193
                                                    -----------------------
Total liabilities                                   $    949,454    820,523

Stockholders' deficit:
Preferred stock: $.001 par value; 10,000,000
shares authorized, none issued and outstanding          100,000           -
Common stock: $.001 par value; 500,000,000
shares authorized; 355,279,544 and 306,339,544
shares issued and outstanding at June 30, 2008
and December 31, 2007, respectively                     390,499     365,499
Additional paid-in capital                           18,521,904  18,521,904
Accumulated deficit                                 (19,260,034)(19,522,753)
                                                    -----------------------
Total stockholders' deficit                            (247,631)   (635,350)
                                                    -----------------------
Total liabilities and stockholders' deficit        $    701,823     185,173
                                                    ========================

                                      -2-

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


                                Three Months Ended          Six Months Ended
                                      June 30,                  June 30,
                               2009          2008         2009       2008

Oil and gas revenue        $   1,623   $   14,292      $   4,295   $    21,860
Revenue from aviation
   operations                163,601                     336,324
                           ---------------------------------------------------
Total revenue                165,224       14,292        340,619        21,860

Costs and expenses:
Cost of goods sold            93,546                     202,804
Lease operating expenses                    5,024                        7,687
Production taxes                              813            146         1,279
Dry hole costs                     -            -              -             -
Depreciation, depletion and
   amortization                             1,004            745         4,592
Impairment                                 42,696                       42,696
Selling, general and
  administrative
  expenses                    83,183      119,451        198,738       215,927
                           ---------------------------------------------------

Total costs and expenses     176,729      168,988        402,433       272,181
                           ---------------------------------------------------
Loss from operations         (11,505)    (154,696)       (61,814)     (250,321)

Other income and (expenses):
   Other income                    -            -              -             -
   Interest expense                       (19,590)                     (39,178)
                           ---------------------------------------------------
Net loss                   $  (11,505)  $(174,286)    $  (61,814)   $ (289,499)
                           ===================================================

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

Weighted average common
  shares                  390,499,544 337,638,006    390,499,544   327,100,643

                                      -3-

<PAGE>
                          PANGEA PETROLEUM CORPORATION
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                     for the Six months ended June 30, 2009
                                  (Unaudited)



                    Preferred               Additional  Accumu-    Stockholders'
                     Stock                   Paid-In    lated       Equity
                    Shares    Amount        Capital     Deficit    (Deficit)

Balance at December
  31, 2008                  $  365,500  $ 18,521,903 $ (19,522,753)  $ (635,350)

Acquisition of San
  Diego Airmotive   100,000                                324,533

Common stock
  issued to
  services                      25,000             -             -       25,000

Net loss                                             -      (61,814)    (61,814)
                ---------------------------------------------------------------

Balance at June
  30, 2009          100,000 $  390,500  $ 18,521,904 $  (19,260,034)  $(247,631)
               ================================================================

                                      -4-

<PAGE>

                         PANGEA PETROLEUM CORPORATION
              UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                for the six months ended June 30, 2009 and 2008
                               (Unaudited)


                                                          2009          2008


Cash flows from operating activities:
Net loss                                             $   (81,922) $  (289,499)
Adjustments to reconcile net loss to net cash
  used in operating activities                           (24,520)     276,753

Net cash used in operating activities                     49,268      (12,746)

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

Cash flows from financing activities:
Repayment of debt
Borrowing of debt                                         25,000      11,500
                                                      ----------------------
Net cash provided by (used in) financing activities       25,000      11,500
                                                      ----------------------
Net increase/(decrease) in cash and cash equivalents      (6,908)     (1,246)

Cash and cash equivalents at beginning of period           8,998       2,718
                                                     -----------------------
Cash and cash equivalents at end of period           $     2,090  $    1,472
                                                     =======================

Supplemental Disclosures
Cash paid for interest                               $         -  $        -
Cash paid for income taxes                                     -           -
Non Cash Disclosures
Assumptions of debt associated with Oil & Gas Property         -           -
Seller Financed purchase of O&G properties                     -           -
Oil and gas property acquired with common stock issuance              32,000

                                      -5-

<PAGE>

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

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

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

2. GOING CONCERN CONSIDERATIONS

Since its inception, Pangea has suffered recurring losses from operations and
has been dependent on existing stockholders and new investors to provide cash
resources to sustain its operations. During the three months ended June 30, 2009
and 2008, Pangea reported net losses of $11,505 and $174,286 respectively. These
conditions raise substantial doubt about Pangea's ability to continue as a going
concern.

Pangea has developed a multi-step plan and has taken actions to improve its
financial position and deal with its liquidity problems. The final steps of the
plan are still being developed, but may include additional private placements of
Pangea's common stock, and/or exploration efforts, and efforts to raise
additional debt financing or equity investments. There can be no assurance that
any of the plans developed by Pangea will produce cash flows sufficient to
ensure its long-term viability as a going concern.

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

* Pangea's ability to obtain adequate sources of outside financing to support
  near term operations and to allow the Company to continue forward with current
  strategic plans.
* Pangea's ability to ultimately achieve adequate profitability and cash flows
  to sustain continuing operations.

3. STOCKHOLDERS' EQUITY

There was no change in stockholders' equity as there was no stock issuance in
the second quarter of 2009.

4. RECENT EVENTS

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

                                      -6-
<PAGE>
5.  RELATED  PARTY  TRANSACTIONS.

We  entered  into a Share Exchange Agreement fully executed on February 20, 2009
providing  for  our  acquisition  of  all of the outstanding common stock in San
Diego  Airmotive  ("SDA").  In  connection  with  this acquisition, we issued to
AvStar  Aviation  Services,  Inc.  ("AvStar"), the prior owner of SDA, 1,000,000
shares of our newly-created series A preferred stock, which shares constitute in
the  aggregate  approximately  90%  of  outstanding economic interest and voting
power  in  us.  Each  of  Henry  A. Schulle, Gregory H. Noble and James H. Short
(each  now  a  director  of ours, and in the cases of Messrs. Schulle and Noble,
officers  as  well) were a director or an officer or both of AvStar prior to the
completion  of  this  transaction.

6.  SUBSEQUENT EVENTS

On August 19, 2009 at a special meeting, the stockholders of Pangea Petroleum
Corporation (the "Company") approved all five proposed amendments to the
Company's Articles of Incorporation and a sixth proposal that calls for such
Articles of Incorporation (as amended heretofore or at the meeting) to be
restated in a single document.  The principal effects of these amendments
involve the change of the Company's corporate name to "AvStar Aviation Group,
Inc." and a one-for-100 reverse stock split of the Company's common stock.  One
consequence of the reverse stock split will be the conversion of all outstanding
shares of Series A Preferred Stock into shares of common stock, thereby
simplifying the Company's capitalization.  Moreover, another consequence will be
the creation of additional authorized but unissued common shares for general
corporate use.  Several more technical amendments will modernize the Company's
Articles of Incorporation.  The Company is currently working with relevant
regulators to complete the name change and reverse stock split.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS.

              CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

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

GENERAL

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

Our new business plan is to acquire, consolidate and grow businesses in the
general aviation industry. We have adjusted our future goals and will place our
primary focus on the acquistion of a portfolio of fixed base operations (FBOs)
at airports that support light jet traffice along with turbine powered and
piston engine aircraft.  We believe that the time is here to invest in this
sector.  It is both a combination of the economic trends, consumer confidence
and valuation levels as well as new technological innovations that have just
started to impact this sector that makes our prospects of growing a portfolio of
FBO businesses compelling.  These facilities will be supported by our
maintenance, repair and overhaul (MRO) of aircraft providing products and
services for the general aviation sector. We believe that since September 11,
2001, both private air transportation and the number of aircraft owned by both
individuals and business have dramatically increased. Each of these sectors, in
addition to routine maintenance, has mandated a number of inspections by the FAA
that are commonly included in traditional MRO services.

Our recently acquired, wholly owned subsidiary, San Diego Airmotive ("SDA"), has
been operating (through its predecessor entity) as an MRO for approximately 22
years. SDA historically provided MRO services for single and multi-engine
aircraft. As capital is available to us, we intend to grow our business through
the expansion of our existing MRO business as well as by acquisitions of fixed
base operaions (FBOs), expansion of our existing MRO, charter operations and
other operational aircraft related businesses.

Since our inception, we have recurring losses from operations and have been
dependent on existing stockholders and new investors to provide the cash
resources to sustain its operations. During the three months ended June 30,
2009, we reported a loss of $11,505 compared to a loss of $174,286 reported for
the three months ended June 30, 2008.

                                      -7-
<PAGE>
Our long-term viability as a going concern depends on certain key factors, as
follows:

* Our ability to continue to obtain sources of outside financing to allow us to
  continue to business operations.
* Our ability to increase profitability and sustain a cash flow level that will
  ensure support for continuing operations.

On August 19, 2009 at a special meeting, the stockholders of Pangea Petroleum
Corporation (the "Company") approved all five proposed amendments to the
Company's Articles of Incorporation and a sixth proposal that calls for such
Articles of Incorporation (as amended heretofore or at the meeting) to be
restated in a single document.  The principal effects of these amendments
involve the change of the Company's corporate name to "AvStar Aviation Group,
Inc." and a one-for-100 reverse stock split of the Company's common stock.  One
consequence of the reverse stock split will be the conversion of all outstanding
shares of Series A Preferred Stock into shares of common stock, thereby
simplifying the Company's capitalization.  Moreover, another consequence will be
the creation of additional authorized but unissued common shares for general
corporate use.  Several more technical amendments will modernize the Company's
Articles of Incorporation.  The Company is currently working with relevant
regulators to complete the name change and reverse stock split.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of the financial condition and results of operations
are based upon our financial statements, which have been prepared in accordance
with generally accepted accounting principles in the placecountry-regionUnited
States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenue and expenses, and related disclosure of contingent assets and
liabilities. On an ongoing basis, we evaluate estimates. We base our estimates
on historical experience and on various other assumptions that are believed to
be reasonable under the circumstances. These estimates and assumptions provide a
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions, and these differences
may be material.

We believe the following critical accounting policies affect its more
significant judgments and estimates used in the preparation of its consolidated
financial statements.

                        OIL AND GAS PRODUCING ACTIVITIES

We follow the "successful efforts" method of accounting for our oil and gas
properties. Under this method of accounting, all property acquisition costs
(cost to acquire mineral interests in oil and gas properties) and costs (to
drill and equip) of exploratory and development wells are capitalized when
incurred, pending determination of whether the well has found proved reserves.
If an exploratory well has not found proved reserves in commercial quantities,
the costs associated with the well are charged to expense. The costs of
development wells are capitalized whether productive or nonproductive.
Geological and geophysical costs and the costs of carrying and retaining
undeveloped properties are expensed as incurred. Management estimates the future
liability for plugging and abandonment of the related wells.

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

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

RESULTS OF OPERATIONS

Financial  results  for  the  quarter  and half-year ended June 30, 2009 are not
directly  comparable  to financial results for the equivalent periods ended June
30,  2008.   During  the  first  half  of  2008,  the  Company  had only limited
participation  interests  in various oil and gas wells. During the first quarter
of  2009,  the Company completed the acquisition of San Diego Airmotive ("SDA"),
which  provides maintenance, repair and overhaul ("MRO") services of aircraft in
California.  This  acquisition  greatly  affected  the financial results for the
second  quarter and first half of 2009 compared to the financial results for the
equivalent  periods  of  2008.

                                      -8-
<PAGE>
    QUARTER ENDED JUNE 30, 2009 COMPARED TO THE QUARTER ENDED JUNE 30, 2008
    -----------------------------------------------------------------------

     Revenues. Revenues for the second quarter 2009 were $165,224, consisting of
$163,601 in revenues from aviation operations from SDA and $1,623 in oil and gas
revenues. These revenues represent a great increase from revenues for the second
quarter  2008  of  $14,292,  which  resulted  solely from oil and gas interests,
inasmuch as the Company did not own SDA at any time during 2008. The decrease in
oil  and  gas  revenues from the second quarter of 2008 to the second quarter of
2009 resulted from a decrease in production and a decline in oil and gas prices.

     Expenses.  Costs  and  expenses increased to $176,729 in the second quarter
2009  from  $168,988  in  the  second  quarter  2008. This increase in costs and
expenses reflects $93,546 in costs of goods sold in the second quarter 2009 from
SDA's  operations  (while  the  Company had no costs of goods sold in the second
quarter  2008),  with  the  increase  being  offset by the absence in the second
quarter  2009  of  certain costs and expenses relating to oil and gas operations
that  were  incurred  during  the  second  quarter  2008, particularly a $42,696
impairment charge during the second quarter 2008. Moreover, selling, general and
administrative  expenses  declined  to  $83,183  in the second quarter 2009 from
$119,451  in  the  second  quarter  2008.  Furthermore, the Company had interest
expense  in  the  amount  of $19,590 during the second quarter 2008 with no such
expense  during  the  second  quarter  2009.

     Net  Loss.  As  a  result  of the considerable increase in revenues and the
comparative  small  increase in expenses, the net loss of $11,505 for the second
quarter 2009 represents a decrease of $162,781 from the net loss of $174,286 for
second  quarter  2008.

 SIX MONTHS ENDED JUNE 30, 2009 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2008
 -----------------------------------------------------------------------------

     Revenues.  Revenues  for  the  first half 2009 were $340,619, consisting of
$336,324 in revenues from aviation operations from SDA and $4,295 in oil and gas
revenues. These revenues represent a great increase from revenues for the first
half 2008 of $21,860, which resulted solely from oil and gas interests, inasmuch
as the Company did not own SDA at any time during 2008.  The decrease in oil and
gas revenues from the first half of 2008 to the first half of 2009 resulted from
a  decrease  in  production  and  a  decline  in  oil  and  gas  prices.

     Expenses.  Costs  and expenses increased to $402,433 in the first half 2009
from  $272,181  in  the  first  half  2008.  This increase in costs and expenses
reflects  $202,804  in  costs  of  goods  sold in the first half 2009 from SDA's
operations  (while  the  Company  had  no  costs of goods sold in the first half
2008),  with  the increase being offset by the absence in the first half 2009 of
certain costs and expenses relating to oil and gas operations that were incurred
during  the first half 2008, particularly a $42,696 impairment charge during the
first half 2008. Moreover, selling, general and administrative expenses declined
to  $198,738  in  the  first  half  2009  from  $215,927 in the first half 2008.
Furthermore,  the  Company  had interest expense in the amount of $39,178 during
the  first  half  2008  with  no  such  expense  during  the  first  half  2009.

     Net  Loss.  As  a  result  of the considerable increase in revenues and the
relatively  smaller  increase in expenses, the net loss of $61,814 for the first
half  2009  represents  a decrease of $227,685 from the net loss of $289,499 for
first  half  2008.

LIQUIDITY AND CAPITAL RESOURCES

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

     We  have  outstanding  the  following  notes that became due and payable at
December  31,  2008 totaling $659,771 and related accrued interest of $98,313 as
of  June  30,  2009.  We  are  currently  starting negotiations to satisfy these
amounts.

(a)  Note  payable  to  Mary  Pollock  Merritt,  daughter of our former chief
     executive officer.  This note bears interest at rates of 12% per year and
     became due  on  December  31,  2008.  This  note  is  not  collateralized.
     The current outstanding  balance  on  this  note  as  of  June  30,  2009
     was  $168,683.

(b)  Note  payable to Charles Pollock, our former chief executive officer and
     a significant stockholder of ours. This note bears interest of 12% per year
     and became due on December 31, 2008.  This note is not collateralized.  The
     current outstanding  balance  on  this  note  as  of  June  30,  2009  was
     $461,015.

(c)  Note  payable  to  Mark  Weller,  our former president and a significant
     stockholder  of ours. This note bears interest of 12% per year and became
     due on December  31,  2008.  This  note is not collateralized.  The current
     outstanding balance  on this  note  as  of  June  30,  2009  was  $128,387.

                                      -9-
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

We have no off balance sheet arrangements.

ITEM 4T. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

LIMITATIONS ON EFFECTIVENESS OF CONTROLS AND PROCEDURES

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

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

                           PART II OTHER INFORMATION

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

There were no sales of Equity Securtities during the second quarter of 2009.

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<PAGE>
ITEM 6.  EXHIBITS.

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

Exhibit
Number    Description

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

                                   SIGNATURES

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

                                       PANGEA PETROLEUM CORP.
                                            (Registrant)


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

                                          By:   /s/ Robert Wilson
                                                Robert Wilson,
                                                Vice President and Chief
                                                    Financial Officer
                                               (Principal Financial Officer
                                               and Principal Accounting Officer)
August 24, 2009


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