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

                                   FORM 10-QSB

            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

                            Commission File #0-30503

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

                                    COLORADO
         (State or other jurisdiction of incorporation or organization)

                                   76-0635938
                      (IRS Employer Identification Number)

                5850 San Felipe, Suite 500, Houston, Texas 77057
               (Address of principal executive offices)(Zip Code)

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

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

The number of shares outstanding of the Company's common stock as of September
30, 2003 is shown below:

Title of Class Number of Shares Outstanding Common Stock, par value $.001 per
share 99,202,334

Documents Incorporated by Reference: None


<PAGE>
                          PANGEA PETROLEUM CORPORATION
                         PART I - FINANCIAL INFORMATION
                                Table of Contents

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

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

Item 3 - Controls and Procedures

PART II - OTHER INFORMATION

Item 2 - Changes in Securities and Use of Proceeds

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

Item 6 - Exhibits and Reports on Form 8-K


SIGNATURES


                                                                               2
<PAGE>
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 AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002





                                       F-1
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                                TABLE OF CONTENTS
                                   __________



                                                                            PAGE
                                                                            ----

Unaudited Consolidated Condensed Financial Statements:

  Unaudited Consolidated Condensed Balance Sheets as of
    September 30, 2003 and December 31, 2002                                F-3

  Unaudited Consolidated Condensed Statements of Operations
    for the three months and nine months ended September 30, 2003
    and 2002                                                                F-4

  Unaudited Consolidated Condensed Statements of Stockholders'
    Equity for the nine months ended September 30, 2003                     F-5

  Unaudited Consolidated Condensed Statements of Cash Flows
    for the nine months ended September 30, 2003 and 2002                   F-6

Notes to Unaudited Consolidated Condensed Financial Statements              F-7



                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                  PANGEA PETROLEUM CORPORATION
                         UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET
                            SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
                                           __________


                                                                    SEPTEMBER,     DECEMBER 31,
                                                                       2003           2002
     ASSETS                                                         (UNAUDITED)      (NOTE)
     ------                                                       -------------  --------------
<S>                                                               <C>            <C>
Current assets:
  Cash                                                            $     16,640   $      14,627
  Employee advances and other receivables                                7,882           2,784
  Prepaid expenses                                                           -           4,720
                                                                  -------------  --------------

    Total current assets                                                24,522          22,131
                                                                  -------------  --------------

Property and equipment                                                 181,180          16,689
Less accumulated depreciation, depletion and amortization              (19,747)       ( 15,389)
                                                                  -------------  --------------

  Net property and equipment                                           161,433           1,300
                                                                  -------------  --------------

      Total assets                                                $    185,955   $      23,431
                                                                  =============  ==============


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

Current liabilities:
  Accounts payable                                                $     19,050   $       6,956
  Accrued liabilities                                                  140,843         108,552
  Notes payable to related parties                                     382,684         319,638
  Deferred gain on sale of Mass Energy, Inc.                         1,475,141       1,475,141
                                                                  -------------  --------------

    Total current liabilities                                        2,017,718       1,910,287
                                                                  -------------  --------------

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

      Total liabilities                                              2,017,718       1,931,333
                                                                  -------------  --------------

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;
    99,202,324 and 64,333,554 shares issued and 93,611,324
    and 58,742,554 outstanding at September 30, 2003 and
    December 31,  2002, respectively                                    99,202          64,334
  Additional paid-in capital                                        15,742,065      15,590,891
  Unissued common stock                                                 30,000               -
  Accumulated deficit                                              (17,685,449)          0,987)
                                                                  -------------  --------------

                                                                    (1,814,182)     (1,645,762)

  Less subscriptions receivable                                        (17,581)        (38,500)
  Less treasury stock: 5,591,000 shares at cost                              -        (223,640)
                                                                  -------------  --------------

      Total stockholders' deficit                                   (1,831,763)     (1,907,902)
                                                                  -------------  --------------

        Total liabilities and stockholders' deficit               $    185,955   $      23,431
                                                                  =============  ==============
</TABLE>



Note:  The  balance sheet at December 31, 2002 has been derived from the audited
financial  statements  at  that date but does not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial  statements.



              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.
                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                                    PANGEA PETROLEUM CORPORATION

                     UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

               FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                             __________


                                                 THREE MONTHS ENDED           NINE MONTHS ENDED
                                                    SEPTEMBER 30,               SEPTEMBER 30,
                                             --------------------------  --------------------------
                                                 2003          2002          2003          2002
                                             ------------  ------------  ------------  ------------
<S>                                          <C>           <C>           <C>           <C>

Revenue                                      $    11,633   $         -   $    17,106   $         -
                                             ------------  ------------  ------------  ------------

Costs and expenses:
  Selling, general and administrative             64,143        65,849       369,374       399,355
  Depreciation, depletion and amortization         3,083             -         4,430         1,308
  Interest expense                                 9,243         6,985        27,764        36,798
  Loss on sale of securities                           -        48,402             -        58,846
                                             ------------  ------------  ------------  ------------

    Loss from continuing operations              (64,836)     (121,236)     (384,462)     (496,307)
                                             ------------  ------------  ------------  ------------

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

        Net loss                             $   (64,836)  $  (121,236)  $  (384,462)  $  (473,554)
                                             ============  ============  ============  ============

Basic and diluted net loss per common share
  Continuing operations                      $     (0.00)  $     (0.00)  $     (0.01)  $     (0.01)
  Discontinued operations                          (0.00)        (0.00)        (0.00)        (0.00)
                                             ------------  ------------  ------------  ------------

        Net loss                             $     (0.00)  $     (0.00)  $     (0.00)  $     (0.01)
                                             ============  ============  ============  ============

Weighted average common shares                94,688,904    57,291,602    83,217,566    54,665,706
                                             ============  ============  ============  ============
</TABLE>




              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.
                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                                               PANGEA PETROLEUM CORPORATION

                            UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT

                                         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
                                                         __________



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

Balance at December 31, 2002         64,333,554   $  64,334   $15,590,891   $            -  $  (17,300,987)  $   (38,500)

Common stock issuable for cash        7,474,729       7,475        69,325           30,000               -             -

Common stock issued to compensate
  employees and consultants          29,163,292      29,163       268,169                -               -             -

Common stock issued for legal
  services                              671,104         671         6,018                -               -             -

Common stock issued to convert
  $26,500 of related party debt
  and $2,361 of accrued interest
  to equity                           3,150,645       3,150        25,711                -               -             -

Cancellation of treasury stock       (5,591,000)     (5,591)     (218,049)               -               -             -

Stock subscription receivable
  paid or treated as compensation             -           -             -                -               -        20,919

Net loss                                      -           -             -                -        (384,462)            -
                                   -------------  ----------  ------------  --------------  ---------------  ------------

Balance at September 30, 2003        99,202,324   $  99,202   $15,742,065   $       30,000  $  (17,685,449)  $   (17,581)
                                   =============  ==========  ============  ==============  ===============  ============


                                                  TOTAL
                                               STOCKHOLDERS'
                                    TREASURY      EQUITY
                                     STOCK      (DEFICIT)
                                   ----------  ------------
<S>                                <C>         <C>

Balance at December 31, 2002       $(223,640)  $(1,907,902)

Common stock issuable for cash             -       106,800

Common stock issued to compensate
  employees and consultants                -       297,332

Common stock issued for legal
  services                                 -         6,689

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

Cancellation of treasury stock       223,640             -

Stock subscription receivable
  paid or treated as compensation          -        20,919

Net loss                                   -      (384,462)
                                   ----------  ------------

Balance at September 30, 2003      $       -   $ 1,831,763
                                   ==========  ============
</TABLE>



              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.
                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                              PANGEA PETROLEUM CORPORATION

                          CONSOLIDATED STATEMENT OF CASH FLOWS

                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                       __________


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

Cash flows from operating activities:
  Net loss                                                      $(384,462)  $(473,554)
  Adjustments to reconcile net loss to net cash
    used in operating activities                                  379,247     276,131
                                                                ----------  ----------

        Net cash used in continuing operations                     (5,215)   (197,423)
        Net cash provided by (used in) discontinued operations          -           -
                                                                ----------  ----------

          Net cash used in operating activities                    (5,215)   (197,423)
                                                                ----------  ----------

Cash flows from investing activities:
  Capital and exploratory expenditures                           (164,491)     (1,444)
  Proceeds from sale of securities                                      -      94,154
  Proceeds from disposal of assets under settlement agreement           -      75,000
                                                                ----------  ----------

        Net cash provided by (used in) continuing operations     (164,491)    167,710
        Net cash provided by (used in) discontinued operations          -           -
                                                                ----------  ----------

          Net cash provided by (used in) investing activities    (164,491)    167,710
                                                                ----------  ----------

Cash flows from financing activities:
  Proceeds from the sale of common stock                          106,800      22,575
  Proceeds from notes payable to related parties                   60,000      26,500
  Payment on subscriptions receivable                               4,919           -
                                                                ----------  ----------

        Net cash provided by continuing operations                171,719      49,075
        Net cash provided by discontinued operations                    -           -
                                                                ----------  ----------

          Net cash provided by financing activities               171,719      49,075
                                                                ----------  ----------

Net increase in cash and cash equivalents                           2,013      19,362

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

Cash and cash equivalents at end of year                        $  16,640   $  36,739
                                                                ==========  ==========
</TABLE>



              The accompanying notes are an integral part of these
             unaudited consolidated condensed financial statements.
                                       F-6
<PAGE>
                          PANGEA PETROLEUM CORPORATION

         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   __________


1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
     ------------------------------------------------

     ORGANIZATION
     ------------

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

2.   ACCOUNTING ESTIMATES
     --------------------

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


3.   INTERIM FINANCIAL STATEMENTS
     ----------------------------

     The  accompanying  unaudited  consolidated  financial  statements have been
     prepared  in  accordance  with generally accepted accounting principles for
     interim  financial information and with the instructions to Form 10-QSB and
     Article  10  of Regulation S-B. Accordingly, they do not include all of the
     information  and  footnotes  required  by  generally  accepted  accounting
     principles for complete financial statements. In the opinion of management,
     all  adjustments  (consisting  of  normal  recurring  accruals)  considered
     necessary for a fair presentation have been included. Operating results for
     the  three  month  and nine month periods ended September 30, 2003 and 2002
     are  not necessarily indicative of the results that may be expected for the
     respective  full  years.

     A  summary  of  the  Company's  significant  accounting  policies and other
     information  necessary  to  understand these consolidated interim financial
     statements  is  presented  in  the  Company's  audited financial statements
     included  in  Form  10-KSB  for the years ended December 31, 2002 and 2001.
     Accordingly,  the  Company's audited financial statements should be read in
     connection  with  these  financial  statements.


4.   GOING CONCERN CONSIDERATIONS
     ----------------------------

     Since  its  inception,  the  Company  has  suffered  recurring  losses from
     operations  and  has  been  dependent  on  existing  stockholders  and  new
     investors  to  provide the cash resources to sustain its operations. During
     the years ended December 31, 2002 and 2001, the Company reported net losses
     of  $1,275,753  and  $9,000,347, respectively, and negative cash flows from
     operations of $223,963 and $1,396,624 respectively. Such negative financial
     results  have continued in the three months and nine months ended September
     30,  2003.

     Continuing negative operating results produced a working capital deficit of
     $2,042,240  as  of  September 30, 2003. 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:

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

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

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


5.   ACQUISITION AND SUBSEQUENT DISPOSITION OF MASS ENERGY, INC.
     -----------------------------------------------------------

     On  October  5,  2000,  the  Company acquired Mass Energy, Inc., a Houston,
     Texas based oil and gas exploration company, in a transaction accounted for
     as  a  purchase.  The  purchase price was 2,000,000 shares of the Company's
     restricted  common  stock  issued  in  exchange  for all of the outstanding
     common  stock  of  Mass  Energy,  Inc.  The  $4,521,856  purchase price was
     allocated  to  the  assets  acquired and liabilities assumed based on their
     estimated  fair  values  at  the  date  of  acquisition.

     Almost  immediately,  the  Mass  Energy, Inc. acquisition produced negative
     financial  results.  A  series  of  costly  dry-hole  projects  caused  the
     financial  position  of  Mass  Energy, Inc., and accordingly, the Company's
     consolidated  financial  position, to deteriorate. Over the next two years,
     trade  payables  and  other liabilities increased dramatically. Mass Energy
     Inc.'s  unpaid  liabilities  resulted  in  legal actions by a number of its
     vendors  and certain of the legal actions seek relief from Pangea Petroleum
     Corporation.

     Accordingly,  on  October 7, 2002, the Company initiated a transaction (the
     "Transaction")  under which it sold 100 percent of the common stock of Mass
     Energy,  Inc.  to  Thomas  Banks,  Ltd.,  an  unrelated  Cayman  Islands
     corporation,  in  exchange  for  $500  and  the assignment of certain fully
     reserved  notes receivable on the books of Mass Energy, Inc. At the date of
     the  sale,  all of Mass Energy, Inc.'s assets had been written off or fully
     reserved based on impairment analysis performed by the Company. The $500 in
     cash  from  Thomas  Banks,  Ltd.  has not been collected and has been fully
     reserved.

     The  Transaction resulted in Thomas Banks, Ltd's assumption of Mass Energy,
     Inc.'s  liabilities  totaling  $1,475,141.  The  Company  has  deferred
     recognition  of  any gain from the Transaction because legal counsel cannot
     currently  determine  if legal actions against Mass Energy, Inc and related
     imputed  liability  or  alter-ego claims against Pangea Petroleum, Inc., as
     former  owner  of Mass Energy, Inc could eventually result in the Company's
     liability  for  the  claims.


                                       F-8
<PAGE>
                          PANGEA PETROLEUM CORPORATION

         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   __________


5.   ACQUISITION AND SUBSEQUENT DISPOSITION OF MASS ENERGY, INC., CONTINUED
     ----------------------------------------------------------------------

     Based  on  the  Transaction,  the  operations of Mass Energy, Inc have been
     separated  from  continuing operations and presented as loss from operation
     of  discontinued  business  segment  in  the  accompanying  statement  of
     operations:

     The  following  is  a summary of the operating results of Mass Energy, Inc.
     for  the  three  months  and  nine  months  ended  September  30,  2002:

<TABLE>
<CAPTION>
<S>                                                                   <C>
       Sales and operating revenues                                   $   31,895

       Selling, general and administrative                                 9,142
                                                                      ----------

           Net income                                                 $   22,753
                                                                      ==========
</TABLE>


6.   INCOME TAXES
     ------------

     The Company has incurred losses since its inception and, therefore, has not
     been subject to federal income taxes. As of September 30, 2003, the Company
     had  net  operating  loss  ("NOL") carryforwards for income tax purposes of
     approximately  $21,000,000  which expire in various tax years through 2023.
     Under  the  provisions of Section 382 of the Internal Revenue Code, the net
     operating  loss  carryforwards  attributable to Mass Energy, Inc. and other
     losses  incurred  prior  to  the  ownership  change  in the Company when it
     recapitalized  in 2000 will severely limit the Company's ability to utilize
     its  NOL  carryforward  to  reduce  future  taxable  income and related tax
     liabilities.  Additionally,  because  United States tax laws limit the time
     during  which  NOL  carryforwards  may  be  applied  against future taxable
     income,  the Company will be unable to take full advantage of a substantial
     portion  of  its  NOL  for  federal  income tax purposes should the Company
     generate  taxable  income.

     The difference between the income tax benefit in the accompanying statement
     of  operations  and  the  amount  that  would  result  if  the U.S. federal
     statutory rate of 34% were applied to pre-tax loss for the three months and
     six  months  ended June 30, 2003 and 2002 relates primarily to increases in
     the  valuation  allowances for deferred tax assets related to net operating
     losses.


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

     During  the  three  months  and  nine  months  ended September 30, 2003 the
     Company  was  engaged  in  various  transactions  with  related  parties as
     follows:

          The Company received proceeds from notes payable to related parties of
          $60,000.  The  Company  retired  notes  payable  to related parties of
          $26,500  and  related  accrued  interest of $2,361 by converting those
          notes  to  3,150,645  shares  of  the  Company's  common  stock

          The  Company  issued  5,777,777  shares of common stock and recognized
          consulting  fees  of  $57,778  under  a  consulting  agreement  with a
          stockholder  to  provide  record-keeping  and  other  administrative
          services

     In  addition  to the transactions and balances described above, the Company
     has  various related party notes payable at September 30, 2003 of $382,684.


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

     During  the three months and nine months ended September 30, 2003 and 2002,
     the  Company engaged in various non-cash financing and investing activities
     as  follows:

<TABLE>
<CAPTION>
                                                           2003           2002
                                                      -------------  -----------
<S>                                                   <C>            <C>

Related party note payable converted to equity        $      26,500  $         -
</TABLE>


                                       F-9
<PAGE>

                          PANGEA PETROLEUM CORPORATION

         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   __________


8.   SUBSEQUENT EVENTS
     -----------------

     On  October  3,  2003, the Company amended its Articles of Incorporation to
     increase  the  number  of  shares  authorized to 210,000,000, consisting of
     200,000,000  shares  of  common  stock, par value $0.001 per share ("common
     stock")  and  10,000,000  shares  of  preferred stock, par value $0.001 per
     share  ("preferred  stock").




                                      F-10
<PAGE>
ITEM  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS.

The  following  discussion  should  be  read  in  conjunction with our unaudited
consolidated  interim financial statements and related notes thereto included in
this  quarterly  report and in our audited consolidated financial statements and
Management's  Discussion  and  Analysis  of  Financial  Condition and Results of
Operations ("MD&A") contained in our Form 10-KSB for the year ended December 31,
2002.  Certain  statements in the following MD&A are forward looking statements.
Words  such as "expects", "anticipates", "estimates" and similar expressions are
intended  to identify forward looking statements. Such statements are subject to
risks  and  uncertainties  that  could cause actual results to differ materially
from  those  projected.  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 5850 San Felipe, Suite
500,  Houston,  Texas  77057.  Pangea's  company  website  can  be  viewed  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.  The Company's
core  business is directed at 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  varying the working interest taken in each project.
The  Company  devotes  essentially  all  of  it's resources on revenue producing
activities  by  keeping its overhead at a minimum level through the retention of
carefully  selected  consultants,  contractors  and  service  companies.

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

Since  its  inception, the Company has suffered recurring losses from operations
and has been dependent on existing stockholders and new investors to provide the
cash  resources  to  sustain  its  operations.  During  the  three  months ended
September  30,  2003  and  2002,  the Company reported net losses of $64,836 and
$121,236  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 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.


                                                                               3
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RESULTS  OF  OPERATIONS

Pangea  has  drilled  four wells and has completed two of those wells during the
nine  months ended September 30, 2003.  As of September 30, 2003, the Company is
generating  revenue  from the two wells, and has net working interest production
of  50  mcf  per  day.   During  the third quarter the following activities took
place  on  the  Company's  wells:

LIBERTY  COUNTY  produced  from  the lowest Yegua interval with a decline in gas
production  and  an increase in oil and water production, indicating a depletion
of  reserves  in  this  interval.  This  interval  was  an unexpected bonus when
drilled,  and produced for four months. At the end of September, plans were made
to  re-complete  the well in the Cockfield formation when the lower Yegua ceased
production.  The  well ceased production on October 6, 2003 and was re-completed
in  mid-October, 2003 and was placed back in production on October 23, 2003. The
well  is  currently  producing 400 mcf per day. The well contains two additional
prospective producing intervals that have not been evaluated. Pangea holds a 10%
working  interest  (7.7%  net  interest  after  royalty)  in  this  well.

LEE  COUNTY  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.
Pangea  has  a  17.5%  working  interest (13.125% net interest) in the prospect.
Drilling  was  completed on July 30, 2003 and showed 40feet of overall sand with
16to  18  feet of oil sand in the upper  portion and water in the lower 22 feet.
The  well was tested in early August, 2003 and showed signs of oil at a low rate
of  production.   Thus,  the  well  was  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, and thus, are further from the underlying water.  We are in the process of
gathering  additional  data  to  determine  if  a follow-up well can be drilled.

AUSTIN  COUNTY  is  a  2600  foot  Frio zone test that was drilled based on a 3D
seismic  analysis,  combined  with  a log analysis from a deep well in the fault
block.  The  Company  has a 15.3% working interest (11.48% net interest) in this
prospect.  Drilling  was  completed  on August 6, 2003, and the well was tested.
The  target  production  zone  was present and contained residual gas and water.
However, the well produced only water on the test. The well has been shut in and
is  being evaluated for potential production at a different level.  No timetable
has  been  set  for  decisions  on  future  work  at  this  time.

COMPARISON  OF  QUARTER  ENDED SEPTEMBER 30, 2002 TO QUARTER ENDED SEPTEMBER, 30
2003

The  net loss of $64,836 for the three months ended September 30, 2003 decreased
by  $56,400  from  the net loss of $121,236 for the three months ended September
30, 2002. The decrease is attributable to the divesting of non-performing assets
in  2002. During 2002, the Company negotiated a settlement agreement between the
Company  and certain parties related to the Company. The Company sold securities
received  in this settlement and the loss on the sale of securities is reflected
in the loss for the three months ended September 30, 2002. The reduction in 2003
was partially offset by a $4,738 increase in general and administrative expenses
due  to  costs  incurred  related  to  the  2003  Annual  Stockholder  Meeting


                                                                               4
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The  Company  generated  revenue  from  the participation in ongoing oil and gas
wells  in  the  amount of $11,633 for the three months ended September 30, 2003,
compared  to  no  revenue in the three months ended September 30, 2002.   Due to
the  participation  in  these  oil and gas wells, the net property and equipment
increased  to  $161,433  at September 30, 2003 as compared to $1,300 at December
31,  2002.  Additionally,  total  assets  increased from $23,431 at December 31,
2002  to  $185,955  at  September  30,  2003.

Total liabilities at September 30, 2003 are $2,017,718 as compared to $1,931,333
at December 31, 2002, which is an increase in total liabilities of $86,385.  The
increase in liabilities is primarily due to interest on notes payable to related
parties  and  interest  on  deferred  salaries.  At  September  30,  2003,  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.

COMPARISON  OF  NINE  MONTHS  ENDED  SEPTEMBER  30,  2002  TO  NINE MONTHS ENDED
SEPTEMBER  30, 2003

The  net loss of $384,462 for the nine months ended September 30, 2003 decreased
by  $89,092  as  compared  to  a  net loss of $473,554 for the nine months ended
September  30,  2002.  This loss is partially due to the one time charge related
to  the settlement agreement referenced above.  General and administrative costs
decreased  for  this  same period by $29,981 for the nine months ended September
30, 2003 (from $399,355 for the nine months ended September 30, 2002 compared to
$369,374  for  the nine months ended September 30, 2003), which is partially due
to  reduced  general  and  administrative  costs related to the settlement.  The
Company  generated  revenue  of  $17,106 for the nine months ended September 30,
2003  compared  to  no revenue in the nine months ended September 30, 2002. This
increase  is  due  to  income  from  participation in ongoing oil and gas wells.


LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  intends  to invest in additional oil and gas projects. The Company
has  developed  a  plan  and has taken measurable steps to improve its financial
position and to deal with its liquidity issues.  The Company has reduced general
and administrative costs by minimizing overhead and deferring all salaries until
such  time  that  revenues  can  support  salaries.

Additionally,  the  Company used private placement funds received from investors
and  loans  from  insiders  to  invest  in  the  four wells listed above and for
operations  of the Company.  The Company is generating revenue from the wells in
Panola County and Liberty County.  Based on poor results from the Lee and Austin
County wells, the Company has a drilling plan in place for one to two additional
wells  in 2003 and four wells in 2004.  However, to participate fully and at the
levels the Company intends, Pangea will need additional private placements, 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.

2003  OUTLOOK

The Company is continuing its strategy for investing in shallow, onshore oil and
gas  projects.  Pangea  will  avoid investing in "wildcat" or exploratory wells,
and  will  continue to 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 continues to diversify
its  risk  by  taking  a  minority  working  interest in the prospects, thus the
Company is not dependent on any single project, nor will be severely impacted by
an  unsuccessful  well.  Pangea  is  also  continuing  to  evaluate  and develop
prospects  in  Texas,  Louisiana, Michigan, and Oklahoma to add new wells to the
prospect  list.  The  ability  to  invest  further  will be heavily dependent on
securing  additional  capital from investors or through debt financing. There is
no assurance that additional equity or debt financing will be available on terms
acceptable  to  Management.


                                                                               5
<PAGE>
FORWARD-LOOKING  INFORMATION

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  anticipated  results.  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 estimate salvage values, are
depreciated  and  depleted  by  the  unit-of-production  method.  On the sale or
retirement  of  a  complete  unit  of  a  proved  property, the cost and related
accumulated  depreciation,  depletion,  and amortization are eliminated from the
property  accounts,  and  the  resulting  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.


                                                                               6
<PAGE>
On  the  sale  of  an  entire  interest in an unproved property for cash or cash
equivalent,  gain  or  loss on the sale is recognized, taking into consideration
the  amount  of  any  recorded  impairment  if  the  property  had been assessed
individually.  If a partial interest in an unproved property is sold, the amount
received  is  treated  as  a  reduction  of  the  cost of the interest retained.

OIL  AND  GAS  REVENUES
-----------------------

Oil and gas revenues will be recorded under the sales method. Under this method,
the  Company will recognize oil and gas revenues when production occurs and will
accrue  revenue  relating  to  production for which the Company has not received
payment.  The Company's Panola county prospect was completed and began producing
on March 20, 2003, and the Liberty County prospect began producing sales on June
12,  2003.  The  actual  and accrued revenue from these two wells is reported in
the  accompanying  financial  statements.

ITEM  3.  EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES.

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

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

                                     PART II

Pursuant  to  the  Instructions on Part II of the Form 10-QSB, Items 1, 3, and 5
are  omitted.

ITEM  2.  CHANGES  IN  SECURITIES

The  following information sets forth certain information for all securities the
Company  issued  from  July  1, 2003 through September 30, 2003, in transactions
without  registration under the Act.  There were no underwriters in any of these
transactions,  nor  were any sales commissions paid thereon. The securities were
issued  pursuant  to  Section  4(2)  of  the  Act.

A  total of 3,925,000 shares were issued for private placements to two investors
for  a  total  of  $12,000.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

Pangea  Petroleum  held  its  Stockholder  Meeting  on September 24, 2003 at the
Double  Tree  Hotel located at 2001 Post Oak Blvd., Houston, Texas 77056 at 2:00
PM  CDT.

Our Stockholders voted to elect Charles B. Pollock, Mark F. Weller and Edward R.
Skaggs  to  continue serving as the directors of Pangea Petroleum Corporation to
serve  for  a one year term or until their successors have been duly elected and
qualified.  Each  duly  elected  Director  will  hold  office  until  his death,
resignation, retirement, removal, disqualification, or until his successor shall
have  been  elected  and  qualified.

Votes representing 48,578,557 shares of Common Stock were cast and the following
persons  received  the  number  of votes set opposite their respective names, to
wit:

                            FOR           WITHHELD
Charles B. Pollock       46,460,192       2,118,365
Mark F. Weller           46,460,192       2,118,365
Edward R. Skaggs         46,458,192       2,120,365

Our  Stockholders  voted  to  ratify  the appointment of the Board of Director's
selection  of  Ham, Langston & Brezina to serve as the Corporation's independent
public  accountants  for  the  fiscal  year  ending  December  31,  2003 and for


                                                                               7
<PAGE>
subsequent financial statements until their successors have been duly qualified.
Ham,  Langston  &  Brezina  was  appointed  as  the  Corporation's  independent
accountants  on March 15, 2002 to examine the Corporation's financial statements
for  the  year  ended  December  31,  2002.

Votes  representing 46,458,420 shares were cast for and 117,765 shares were cast
against  and  2,002,372  shares  abstained  from  voting on the approval of Ham,
Langston  and  Brezina as independent public accountants for the Corporation for
the  year  2003.


Votes  representing 46,359,414 shares were cast for and 215,471 shares were cast
against and 2,003,672 shares abstained from voting on the approval the amendment
to  the  Articles  of  Incorporation to increase the number of authorized shares
from  105,000,000  shares  to  210,000,000  shares.

Votes  representing 46,369,494 shares were cast for and 204,491 shares were cast
against  and 2,004,572 shares abstained from voting on the resolution to approve
the  Equity  Compensation  Plan.

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


                                                                               8
<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


Date: November 13, 2003                    By: /s/ Charles B. Pollock
                                               ----------------------
                                               Charles  B.  Pollock,
                                               Chairman  of  the  Board  and
                                               Chief  Executive  Officer


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