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

                                   FORM 10-Q

                QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2001

                          Commission File No. 000-30503

                          PANGEA PETROLEUM CORPORATION
                 (Name of small business issuer in its charter)

                                    Colorado
                            (State or jurisdiction of
                         incorporation or organization)

                                   76-0635938
                      (I.R.S. Employer Identification No.)

                        6776 Southwest Freeway, Suite 620
                              Houston, Texas 77074
              (Address of principal executive offices )(Zip Code)

                                  832-242-3381
               (Registrant's telephone no., including area code)

Indicate by check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Company was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.

                               Yes  X      No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

                       51,674,900 shares of Common Stock,
                  par value $.001 per share, were outstanding
                                at August 20, 2001.

<PAGE>

                          PANGEA PETROLEUM CORPORATION

                                    FORM 10-Q

                                Table of Content

PART I - Financial Information

Item 1 - Financial Statements

  Independent Accountants' Report

  Condensed Consolidated Financial Statements

    Balance Sheets - June 30, 2001 and December 31, 2000 (Audited)

    Statements of Operations - Three and six months ended June 30, 2001 and 2000

    Statements of Cash Flows - Six months ended June 30, 2001 and 2000

    Notes to Consolidated Financial Statements


Item 2 - Management's Discussion and Analysis of Financial
         Condition and Results of Operations

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

Item 2 - Changes in Securities and Use of Proceeds

Item 3 - Defaults Upon Senior Securities

Item 4 - Submission of Matters to a Vote of Security Holders

Item 5 - Other Information

Item 6 - Exhibits and Reports on Form 8-K

SIGNATURES

<PAGE>

              PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements
------------------------------------------

                          PANGEA PETROLEUM CORPORATION

                              FINANCIAL STATEMENTS

                                Table of Content

PART I - Financial Information

Item 1 - Financial Statements

  Independent Accountants' Report

  Condensed Consolidated Financial Statements

    Balance Sheets - June 30, 2001 and December 31, 2000 (Audited)

    Statements of Operations - Three and six months ended June 30, 2001 and 2000

    Statements of Cash Flows - Six months ended June 30, 2001 and 2000

    Notes to Consolidated Financial Statements

<PAGE>

R. E. Bassie & Co.
Certified Public Accountants

------------------------------------------------------------------------------

                                    6776 Southwest Freeway, Suite 580
                                    Houston, Texas 77074-2115
                                    Tel: (713) 266-0691 Fax: (713) 266-0692
                                    E-Mail: Rebassie@aol.com

                         Independent Accountants' Report

To The Board of Directors and Stockholders
Pangea Petroleum Corporation:

We have reviewed the accompanying condensed consolidated balance sheet of Pangea
Petroleum Corporation and subsidiary as of June 30, 2001, and the related
condensed consolidated statements of operations and cash flows for the three and
six month periods ended June 30, 2001. These financial statements are the
responsibility of the Corporation's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States of America, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.

We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
Pangea Petroleum Corporation and subsidiary as of December 31, 2000, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the year then ended (not presented herein); and in our report dated
January 26, 2001, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of December 31, 2000 is
fairly stated, in all material respects, in relation to the consolidated balance
sheet from which it has been derived.

                                    /s/ R. E. Bassie & Co.

Houston, Texas
August 17, 2001

                                      F-1

<PAGE>

                   PANGEA PETROLEUM CORPORATION AND SUBSIDIARY

                                 Balance Sheets

              June 30, 2001 and December 31, 2000 (Unaudited - see
                    accompanying accountants' review report)
<TABLE>
<CAPTION>
                                    Assets                                        2001                    2000
                                    ------                                        ----                    ----
                                                                                                        (Audited)
Current assets:
<S>                                                                           <C>                    <C>
      Cash                                                                    $      7,610           $    629,186
      Trading Securities                                                            12,000                   --
      Accounts receivable, less allowance for doubtful accounts of
           $104,734 at June 30, 2001 and December 31, 2000                          80,707                 86,551
      Prepaid expenses and other current assets                                     12,739                  2,939
                                                                              ------------           ------------
                Total current assets                                               113,056                718,676
                                                                              ------------           ------------

Noncurrent receivables from related parties                                        305,767                198,500
Real estate held for sale                                                           46,642                 46,642
Investment in affiliate                                                            125,000                125,000

Property and equipment (successful efforts)                                      5,558,699              2,579,865
      Less accumulated depreciation, depletion and amortization                    142,643                139,419
                                                                              ------------           ------------
                Net property and equipment                                       5,416,056              2,440,446

Other assets                                                                           988                    988
                                                                              ------------           ------------
                Total assets                                                  $  6,007,509           $  3,530,252
                                                                              ============           ============

                      Liabilities and Stockholders' Equity

Current liabilities:
      Accounts payable and accrued expenses                                      1,588,492                419,409
      Loans payable to shareholders                                                195,242                 60,000
                                                                              ------------           ------------
                Total liabilities - current                                      1,783,734                479,409
                                                                              ------------           ------------

Stockholders' equity:
      Preferred stock, $.01 par value.  Authorized 5,000,000 shares:
           None issued and outstanding                                                --                     --
      Common stock, $.001 par value.  Authorized 100,000,000 shares:
           issued and outstanding, 48,373,898 at June 30, 2001 and
           42,799,900 at December 31, 2000                                          48,374                 42,800
      Additional paid-in capital                                                12,502,748             10,910,763
      Accumulated deficit                                                       (8,327,347)            (7,217,720)
                                                                              ------------           ------------
                                                                                 4,223,775              3,735,843
      Less common stock subscriptions receivable                                      --                 (685,000)
                                                                              ------------           ------------
                Total stockholders' equity                                       4,223,775              3,050,843

Commitments and contingencies
                                                                              ------------           ------------
                Total liabilities and stockholders' equity                    $  6,007,509           $  3,530,252
                                                                              ============           ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-2

<PAGE>

                   PANGEA PETROLEUM CORPORATION AND SUBSIDIARY

                      Consolidated Statements of Operations

          Three and six months ended June 30, 2001 and 2000 (Unaudited
                 - see accompanying accountants' review report)
<TABLE>
<CAPTION>
                                                        Three months ended June 30,       Six months ended June 30,
                                                        ---------------------------       -------------------------
                                                           2001             2000           2001             2000
                                                           ----             ----           ----             ----
<S>                                                  <C>           <C>                             <C>
Revenues                                             $     18,002  $               $     18,002    $      --

Costs and expenses:
    Production expenses                                     9,870            --             9,870            --
    Selling, general and administrative                   326,938         131,229       1,117,710         232,628
                                                       ----------      ----------      ----------      ----------
        Total operating expenses                          336,808         131,229       1,127,580         232,628
                                                       ----------      ----------      ----------      ----------

        Operating loss                                   (318,806)       (131,229)     (1,109,578)       (232,628)

Other income (expenses):
    Interest expense                                         (149)           --              (149)           --
    Other income (expense)                                    100            --               100             516
                                                       ----------      ----------      ----------      ----------
        Total other income (expense)                          (49)           --               (49)            516
                                                       ----------      ----------      ----------      ----------
        Net loss before income taxes                     (318,855)       (131,229)     (1,109,627)       (232,112)

Provision for income taxes                                   --              --              --              --
                                                       ----------      ----------      ----------      ----------

        Net loss                                      $  (318,855) $     (131,229)  $  (1,109,627) $    (232,112)
                                                       ==========      ==========      ==========     ==========
Net earnings (loss) per share - basic and diluted:

    Net loss                                          $     (0.01) $        (0.01)  $       (0.02) $       (0.01)
                                                       ==========      ==========      ==========     ==========

Weighted average common shares - basic and diluted     47,577,776      21,035,110      46,313,076     18,503,764
                                                       ==========      ==========      ==========     ==========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                      F-3

<PAGE>

                   PANGEA PETROLEUM CORPORATION AND SUBSIDIARY

                            Statements of Cash Flows

                     Six months ended June 30, 2001 and 2000
            (Unaudited - see accompanying accountants' review report)
<TABLE>
<CAPTION>
                                                                                              2001                 2000
                                                                                              ----                 ----
 Cash flows from operating activities:
<S>                                                                                        <C>                   <C>
      Net loss                                                                             $(1,109,627)          $  (232,112)
      Adjustments to reconcile net loss to net cash provided by
           (used in) operating activities:
                Depreciation of property and equipment                                           3,224                 8,948
                Issuance of common stock for services                                          228,297                  --
                Payroll expense related to employee stock options                              203,698                  --
                (Increase) decrease in operating assets:
                     Accounts receivable                                                         5,844                (2,072)
                     Prepaid expenses                                                           (9,800)              (50,000)
                     Other assets                                                                 --                     217
                Increase (decrease) in operating liabilities:
                     Accounts payable and accrued expenses                                   1,169,083                 2,375
                                                                                           -----------           -----------
                              Net cash provided by (used in) operating activities              490,719              (272,644)
                                                                                           -----------           -----------
Cash flows from investing activities:
      Acquisition of oil and gas properties                                                 (2,918,834)              (23,000)
      Increase in notes receivable from related parties                                       (107,267)                 --
      Net purchase of trading securities                                                       (12,000)                 --
      Purchase of real estate held for sale                                                       --                 (46,642)
                                                                                           -----------           -----------
                              Net cash used in investing activities                         (3,038,101)              (69,642)
                                                                                           -----------           -----------
Cash flows from financing activities:
     Proceeds from issuance of common stock                                                    903,064               331,250
     Proceeds from exercise of stock options                                                   887,500                  --
     Proceeds from notes payable to related parties                                            135,242                  --
     Increase in bank overdrafts                                                                  --                  10,693
                                                                                           -----------           -----------
                              Net cash provided by financing activities                      1,925,806               341,943
                                                                                           -----------           -----------
                              Net decrease in cash                                            (621,576)                 (343)
Cash at beginning of year                                                                      629,186                   343
                                                                                           -----------           -----------
Cash at end of period                                                                      $     7,610           $      --
                                                                                           ===========           ===========
Supplemental schedule of cash flow information:
      Interest paid                                                                        $       149           $      --
                                                                                           ===========           ===========
      Non-cash transactions:
           Acquisition of oil and gas properties with common stock                         $    60,000           $      --
                                                                                           ===========           ===========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      F-4

<PAGE>

                          PANGEA PETROLEUM CORPORATION

                   Notes to Consolidated Financial Statements

1)       General

     Pangea Petroleum Corporation (the Company) is in the business of producing
     oil and gas from proven reserves.

     The accompanying unaudited financial statements have been prepared in
     accordance with accounting principles generally accepted in the United
     States of America for interim financial information and with the
     instructions to Form 10-Q. Accordingly, they do not include all of the
     information and footnotes required by accounting principles generally
     accepted in the United States of America for complete financial statements.
     In the opinion of management, all adjustments (consisting of normal
     recurring adjustments) considered necessary for a fair presentation have
     been included. Operating results for the three and six month periods ended
     June 30, 2001 are not indicative of the results that may be expected for
     the year ending December 31, 2001.

     As contemplated by the Securities and Exchange Commission (SEC) under Rule
     10-01 of Regulation S-X, the accompanying financial statements and related
     footnotes have been condensed and do not contain certain information that
     will be included in the Company's annual financial statements and footnotes
     thereto. For further information, refer to the Company's audited financial
     statements and related footnotes thereto included in the Company's annual
     report on Form 10-KSB for the year ended December 31, 2000.

     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 experience of successful
     drilling and 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.

<PAGE>

                          PANGEA PETROLEUM CORPORATION

                   Notes to Consolidated Financial Statements

     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 income.

     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.

(2)  Liquidity

     The Company incurred a significant operating loss in 2000 and the six
     months ended June 30, 2001. Approximately 75% of the loss was due to
     non-cash operating expenses (e.g., issuance of common stock for services).
     Cash operating expenses, primarily energy projects, were funded by the
     completion of a long-term equity financing package, various private
     placements of restricted common stock and exercise of stock options by the
     Company officers. Management believes that funds will be available to
     finance current and future energy projects and to finance other operating
     costs over the next twelve months.

<PAGE>

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations
--------------------------------------------------------------------------

GENERAL

Pangea Petroleum Corporation ("Pangea"), a Colorado corporation, was organized
on March 11, 1997, as Zip Top, Inc. On December 11, 1998, we changed our name to
Pangea Petroleum Corporation. Pangea has offices at 6776 SW Freeway, Suite 620,
Houston, Texas 77074.

Pangea is engaged in the energy business primarily in Texas and California.
Pangea's business plan includes the acquisition and investments in oil and gas
properties. However, for the quarter ending June 30, 2000, Pangea was primarily
engaged in a technology venture, Worldlink USA and investments in small energy
projects. In October of 2000, with the acquisition of Mass Energy, the Company
changed its strategy to focus on active exploration and drilling. This
acquisition allowed the company to undertake the development of two major oil
and gas projects and several smaller projects. Pangea started deriving revenue
from the first of their completed wells (Jackson County, Texas) at the end of
June 30, 2001. Pangea has also started accruing revenue from its Duval County,
Texas well although this revenue will appear on the third quarter financial
information. Throughout 2001, the Company will continue to develop their oil and
gas leases in Jackson County, and Starr County, Texas and will continue to
invest in other smaller oil and gas projects and will focus on increasing
revenue from these projects.

Results of Operations
Three Months Ended June 30, 2001 and 2000

Pangea starting generating revenue from its first completed project (Jackson
County) at the end of June 2001.

Substantial investments were made in oil and gas leases thus, increasing the
property and equipment asset from the three months ended June 30, 2000.

Current liabilities have increased since several drilling projects were
undertaken. The revenue linked to these increased expenses started at the end of
June with the completion of the Jackson County, Texas project. This well, along
with the Duval County, Texas well, will continue to show revenue in the third
quarter financials.

Liquidity, Capital Resources and Financial Condition

The increased loss compared to June 30, 2000 is directly attributable to the
change in strategy to focus primarily on energy projects and related drilling
activity. We currently anticipate that our existing cash and cash equivalents
balance will fund operations and continue energy development at the

<PAGE>

current level of activity into the third quarter of 2001. We will need
to raise additional funds through additional debt or equity financing. There can
be no assurance that additional equity or debt financing will be available when
needed or on terms acceptable to us.

The market price of our common stock has fluctuated significantly since we began
to be publicly traded in 1997 and may continue to be highly volatile. Factors
such as our ability to achieve development goals, our ability to profitably
complete energy projects, our ability to raise additional funds, general market
conditions and other factors affecting our business that are beyond our control
may cause significant fluctuations in the market price of our common stock. The
market prices of the stock of many energy companies have fluctuated
substantially, often unrelated to the operating or research and development
performance of the specific companies. Such market fluctuations could adversely
affect the market price for our common stock.

FORWARD LOOKING STATEMENTS

This report contains statements which, to the extent that they are not
recitations of historical fact, may constitute "forward looking statements"
within the meaning of applicable federal securities laws and are based on our
current expectations and assumptions. These expectations and assumptions are
subject to a number of risks and uncertainties which could cause actual results
to differ materially from those anticipated, which include but are not limited
to the following: our ability to achieve development goals, our ability to
profitably complete energy projects, our ability to raise additional funds and
other factors affecting our business that are beyond our control. All forward
looking statements contained in this report are intended to be subject to the
safe harbor protection provided by applicable federal securities laws.

<PAGE>

Item 3.  Quantitave and Qualitative Disclosures About Market Risk
-----------------------------------------------------------------

Market risk represents the risk of loss that may impact our financial position,
results of operations or cash flows due to adverse changes in market prices and
rates. We are exposed to market risk because of changes in foreign currency
exchange rates as measured against the U.S. dollar. We do not anticipate that
near-term changes in exchange rates will have a material impact on our future
earnings, fair values or cash flows. However, there can be no assurance that a
sudden and significant decline in the value of European currencies would not
have a material adverse effect on our financial conditions and results of
operations.

Our short-term bank debt bears interest at variable rates; therefore our results
of operations would only be affected by interest rate changes to the short-term
bank debt outstanding. An immediate 10 percent change in interest rates would
not have a material effect on our results of operations over the next fiscal
year.

<PAGE>

                           PART II - OTHER INFORMATION

                               Table of Contents

Item 1 - Legal Proceedings

Item 2 - Changes in Securities and Use of Proceeds

Item 3 - Defaults Upon Senior Securities

Item 4 - Submission of Matters to a Vote of Security Holders

Item 5 - Other Information

Item 6 - Exhibits and Reports on Form 8-K

SIGNATURES

<PAGE>

Item 1.  Legal Proceedings     None

Item 2. Changes in Securities and Use of Proceeds

The following information sets forth certain information as of June 30, 2001,
for all securities we sold since April 1, 2001, without registration under the
Act, excluding any information "previously reported as defined in Rule 12b-2 of
the Securities Exchange Act of 1934." There were no underwriters in any of these
transactions, nor were any sales commissions paid thereon.

On April 5, 2001, we issued 25,000 shares to Jeffrey Twait pursuant to a
consulting agreement with us dated March 1, 2001. Such shares were issued in
reliance on the exemption under Section 4(2) of the Securities Act of 1933, as
amended (the "Act") and are restricted in accordance with Rule 144 of the
Securities Act of 1933.

On April 12, 2001, we issued 100,000 shares to Joseph Shunta for a 75% woring
interest in the AA Sharp well. Such shares were issued in reliance on the
exemption under Section 4(2) of the Securities Act of 1933, as amended (the
"Act") and are restricted in accordance with Rule 144 of the Securities Act of
1933.

On June 12, 2001, we issued 35,000 shares to Patrick Cluney for public relations
consulting services rendered us. Such shares were issued in reliance on the
exemption under Section 4(2) of the Securities Act of 1933, as amended (the
"Act") and are restricted in accordance with Rule 144 of the Securities Act of
1933.

On June 20, 2001, we issued 133,335 shares to Charles D. Taylor in consideration
for $20,000. Such shares were issued in reliance on the exemption under Section
4(2) of the Securities Act of 1933, as amended (the "Act") and are restricted in
accordance with Rule 144 of the Securities Act of 1933.

On June 26, 2001, we issued 106,667 shares to SkyHigh Investments pursuant to a
consulting agreement with us dated June 11, 2001. Such shares were issued in
reliance on the exemption under Section 4(2) of the Securities Act of 1933, as
amended (the "Act") and are restricted in accordance with Rule 144 of the
Securities Act of 1933.

Item 3. Defaults Upon Senior Securities. None

Item 4. Submission of Matters to a Vote of Security Holders. None

Item 5. Other Information. Not Applicable

Item 6 Exhibits and Reports on Form 8-K

          (a)  Exhibits - None

          (b)  Reports on Form 8-K - None

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on August 20, 2001.

 PANGEA PETROLEUM CORPORATION

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

Date: August 20, 2001