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, 2002

                            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 Richmond Avenue, 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, 2002 is shown below:

Title of Class Number of Shares Outstanding Common Stock, par value $.001 per
share 58,483,134

Documents Incorporated by Reference: None


<PAGE>
                          PANGEA PETROLEUM CORPORATION
                                   FORM 10-QSB

                                Table of Contents

PART  I  -  FINANCIAL  INFORMATION

Item  1  -  Financial  Statements

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

Item  3  -  Item 307 of Regulation S-B


PART II  -  OTHER INFORMATION

Item  2  -  Changes  in  Securities  and  Use  of  Proceeds

Item  6  -  Reports  on  Form  8-K

SIGNATURES


<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

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




                          PANGEA PETROLEUM CORPORATION
                                   __________




              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001




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


                                                                         PAGE
                                                                         ----

Unaudited Consolidated Condensed Financial Statements:

  Unaudited Consolidated Condensed Balance Sheet as of
    September 30, 2002 and December 31, 2001                              F-3

  Unaudited Consolidated Condensed Statement of Operations
    for the three and nine months ended September 30, 2002
    and 2001                                                              F-4

  Unaudited Consolidated Condensed Statement of Stockholders'
    Deficit for the nine months ended September 30, 2002                  F-5

  Unaudited Consolidated Condensed Statement of Cash Flows
    for the nine months ended September 30, 2002 and 2001                 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,   DECEMBER 31,
                                                                               2002          2001
     ASSETS                                                                (UNAUDITED)      (NOTE)
     ------                                                              --------------  -------------
<S>                                                                      <C>             <C>
Current assets:
  Cash                                                                   $      36,739   $     17,377
  Accounts receivable, net                                                       4,961         14,188
  Prepaid expenses                                                              21,317          1,693
  Investments available for sale                                               124,000        125,000
                                                                         --------------  -------------

    Total current assets                                                       187,017        158,258
                                                                         --------------  -------------

Property held for investment                                                         -         46,642

Property and equipment                                                         563,834        562,390
  Less accumulated depreciation, depletion and
    amortization                                                              (104,098)      (101,482)
                                                                         --------------  -------------

  Net property and equipment                                                   459,736        460,908
                                                                         --------------  -------------

      Total assets                                                       $     646,753   $    665,808
                                                                         ==============  =============

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

Current liabilities:
  Accounts payable                                                       $   1,482,097   $  1,557,590
  Accrued liabilities                                                           75,434         52,716
  Notes payable to related parties                                             333,038        474,480
                                                                         --------------  -------------

    Total current liabilities                                                1,890,569      2,084,786

Notes payable to related parties, net of current
  portion                                                                       27,646         44,946
                                                                         --------------  -------------

      Total liabilities                                                      1,918,215      2,129,732
                                                                         --------------  -------------

Commitments and contingencies

Stockholders' equity (deficit):
  Common stock: $.001 par value; 100,000,000 shares
    authorized; 58,483,134 and 52,186,900 shares issued
    and outstanding at September 30, 2002 and December
    31, 2001, respectively                                                      58,484         52,187
  Additional paid-in capital                                                15,400,175     14,717,956
  Subscriptions receivable                                                     (38,500)       (16,000)
  Accumulated deficit                                                      (16,691,621)   (16,218,067)
                                                                         --------------  -------------

      Total stockholders' deficit                                           (1,271,462)    (1,463,924)
                                                                         --------------  -------------

      Total liabilities and stockholders' deficit                        $     646,753   $    665,808
                                                                         ==============  =============
</TABLE>

Note:  The  balance sheet at December 31, 2001 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 STATEMENT OF OPERATIONS
            FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                          __________


                                          THREE MONTHS ENDED           NINE MONTHS ENDED
                                             SEPTEMBER 30,               SEPTEMBER 30,
                                           2002          2001          2002          2001
                                       ------------  ------------  ------------  ------------
<S>                                    <C>           <C>           <C>           <C>
Revenues:
  Sales and operating revenues         $         -   $     9,869   $    31,895   $    27,871
                                       ------------  ------------  ------------  ------------

    Total revenues                               -         9,869        31,895        27,871
                                       ------------  ------------  ------------  ------------

Costs and expenses:
  Production expenses                            -        59,470             -        69,340
  Selling, general and administrative       65,849       847,541       408,497     1,965,151
  Depreciation, depletion and
    amortization                                 -             -         1,308             -
  Interest expense                           6,985            46        36,798           195
  Loss on sale of securities                48,402             -        58,846             -
                                       ------------  ------------  ------------  ------------

    Total costs and expenses               121,236       907,057       505,449     2,034,686
                                       ------------  ------------  ------------  ------------

      Net loss                         $  (121,236)  $  (897,188)  $  (473,554)  $(2,006,815)
                                       ============  ============  ============  ============


Basic and diluted net loss per
  common share                         $     (0.00)  $     (0.02)  $     (0.01)  $     (0.04)
                                       ============  ============  ============  ============

Weighted average common shares          57,291,602    50,354,160    54,665,706    50,206,203
                                       ============  ============  ============  ============
</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, 2002
                                                         __________


                                         STOCKHOLDERS'       ADDITIONAL                         STOCK           TOTAL
                                         COMMONSTOCK          PAID-IN          RETAINED      SUBSCRIPTIONS      EQUITY
                                      SHARES      AMOUNT      CAPITAL          EARNINGS       RECEIVABLE      (DEFICIT)
                                    -----------  --------  --------------  -------------  ---------------  ------------
<S>                                 <C>          <C>       <C>                 <C>            <C>              <C>
Balance at December 31, 2001        52,186,900   $52,187   $   14,717,956  $(16,218,067)  $      (16,000)  $(1,463,924)

Issuance of stock for cash           1,205,000     1,205           43,870             -          (22,500)       22,575

Issuance of stock for services       5,116,234     5,117          245,214             -                -       250,331

Capital contribution under settle-
  ment agreement                             -         -          418,110             -                -       418,110

Return and cancellation of common
  stock                                (25,000)      (25)         (24,975)            -                -       (25,000)

Net loss                                     -         -                -      (473,554)               -      (473,554)
                                    -----------  --------  --------------  -------------  ---------------  ------------

Balance at September 30, 2002       58,483,134   $58,484   $   15,400,175  $(16,691,621)  $      (38,500)  $(1,271,462)
                                    ===========  ========  ==============  =============  ===============  ============
</TABLE>

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


                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                             PANGEA PETROLEUM CORPORATION
               UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                 FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                      __________


                                                       SEPTEMBER 30,    SEPTEMBER 30,
                                                           2002             2001
                                                      ---------------  ---------------
<S>                                                   <C>              <C>
Cash flows from operating activities:
  Net loss                                            $     (473,554)  $   (2,006,815)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities               276,131        2,409,023
                                                      ---------------  ---------------

        Net cash provided by (used in) operating
          activities                                        (197,423)         402,208
                                                      ---------------  ---------------

Cash flows from investing activities:
  Purchase of investment real estate                               -       (2,956,275)
  Purchase of equipment                                       (1,444)               -
  Proceeds from sale of securities                            94,154                -
  Proceeds from disposal of assets under settlement
    agreement                                                 75,000                -
  Increase in notes receivable from related parties                -          (26,286)
                                                      ---------------  ---------------

        Net cash provided by (used in) investing
          activities                                         167,710       (2,982,561)
                                                      ---------------  ---------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                           -          903,064
  Proceeds from the sale of common stock                      22,575                -
  Proceeds from notes payable to related parties              26,500          135,242
  Proceeds from the exercise of stock options                      -          923,746
                                                      ---------------  ---------------

         Net cash provided by financing activities            49,075        1,962,052
                                                      ---------------  ---------------

Net increase (decrease) in cash and cash equivalents          19,362         (618,301)

Cash and cash equivalents at beginning of period              17,377          629,186
                                                      ---------------  ---------------

Cash and cash equivalents at end of period            $       36,739   $       10,885
                                                      ===============  ===============
</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.  In  October 2000 the Company
     acquired  all  the  common  stock  of  Mass  Energy,  Inc.


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  nine  month  periods  ended  September  30,  2002  and  2001  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-K  for  the  years ended December 31, 2001 and 2000.
     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, 2001 and 2000, the Company reported net losses
     and  negative  cash  flows  from  operations  as  follows:


                                       F-7
<PAGE>
                          PANGEA PETROLEUM CORPORATION
    NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, CONTINUED
                                   __________


4.   GOING  CONCERN  CONSIDERATIONS,  CONTINUED
     ------------------------------------------

                                                   2001          2000
                                               ------------  ------------

     Net loss                                  $(9,000,347)  $(6,502,646)
     Negative cash flows from operations       $  (396,624)  $(1,573,624)

     The  Company's  continuing  negative  operating  results produced a working
     capital  deficit  of $(2,051,528) at December 31, 2001. These factors raise
     substantial  doubt  about  the  Company's  ability  to  continue as a going
     concern.  Additionally, the Company's wholly owned subsidiary, Mass Energy,
     Inc.  has  become  severely delinquent on various accounts payable. Vendors
     have  initiated legal actions against Mass Energy, Inc. to force payment of
     past  due accounts, but Mass Energy, Inc.'s lack the cash resources to make
     such  payments.  Accordingly,  the  results of such legal actions cannot be
     predicted.

     The  Company's  strategic  plan  for dealing with its cash flow problems is
     currently being developed, but may include additional private placements of
     the  Company's  common  stock, the abandonment of unprofitable projects and
     the  exchange of common stock for settlement of vendor accounts. During the
     quarter  ended  June  30,  2002,  the  Company  entered  into  a settlement
     agreement  that significantly reduced its current liabilities (See Note 7).
     There  can  be  no assurance that any of the plans developed by the Company
     will  produce cash flows sufficient to overcome current liquidity problems.

     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  convince  vendors to drop legal actions against the Company and to
          allow  the  Company  to  continue  forward  with  current  exploration
          efforts.

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

     The Company has incurred losses since its inception and, therefore, has not
     been subject to federal income taxes. As of September 30, 2002, the Company
     had  net  operating  loss  ("NOL") carryforwards for income tax purposes of
     approximately  $12,667,134  which expire in various tax years through 2022.
     Under  the  provisions of Section 382 of the Internal Revenue Code, the net
     operating loss carryforwards resulting from the acquisition of Mass Energy,
     Inc.  and the ownership change in the Company when it recapitalized in 2000
     could  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 may
     be unable to take full advantage of its NOL for federal income tax purposes
     should  the  Company  generate  taxable  income.


                                       F-8
<PAGE>
                          PANGEA PETROLEUM CORPORATION
    NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS, CONTINUED
                                   __________


5.   INCOME  TAXES,  CONTINUED
     -------------------------

     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 six months ended
     June  30,  2002  and  2001  relates primarily to increases in the valuation
     allowances  for  deferred  tax  assets  related  to  net  operating losses.


6.   RELATED  PARTY  TRANSACTIONS
     ----------------------------

     During  the  nine  months  ended  September  30, 2002, the Company obtained
     proceeds under notes payable to a related party totaling $26,500. The notes
     are due upon demand, bear interest at a stated rate of 10% per year and are
     uncollateralized.


7.   COMMON  STOCK
     -------------

     During  the  nine  months  ended  September  30,  2002,  the Company issued
     5,116,234 shares of its common stock in exchange for services. These shares
     were  issued  to  various  employees  and  consultants  and  resulted  in
     compensation expense of $205,107 during the nine months ended September 30,
     2002  and  prepaid  compensation  of  $19,624  at  September  30, 2002. The
     compensation  expense  is  presented in selling, general and administrative
     expenses  in  the  accompanying  statement  of  operations.


8.   SETTLEMENT  AGREEMENT
     ---------------------

     During  the  quarter  ended  June  30,  2002,  the  Company  entered into a
     settlement  agreement  with  various  related  parties  to  settle  debt
     obligations  and  position  the  Company  in  a  more  favorable  cash flow
     position.  Under  the  Settlement Agreement, the Company ultimately gave up
     100%  of  the outstanding common stock of a wholly owned subsidiary, Pangea
     Services,  Inc. in exchange for: (i) the settlement of certain accounts and
     notes payable totaling approximately $500,000; (ii) the return of 5,991,000
     shares of its common stock to treasury; (iii) the receipt of 900,000 shares
     of  Consolidated  Medical Management, Inc.; and (iv) the receipt of $75,000
     in  cash. The primary assets of Pangea Services, Inc. that were given up in
     the settlement were: (i) 475,000 Class A membership units of Worldlink USA,
     LLC,  (an  investment  previously written off by the Company); (ii) 200,000
     warrants  to  purchase  shares of Paradigm Advanced Technologies, Inc. at a
     price of $1.00 per share; and (iii) certain real estate held for investment
     of  $46,642.  The Company recognized no gain or loss on the transaction but
     recognized  a  capital  contribution  of  $418,110.


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

     During  the  nine  months  ended  September  30, 2002 and 2001, the Company
     engaged  in various non-cash financing and investing activities as follows:

                                                               2002      2001
                                                             --------  -------
     Subscription  receivable  for  issuance  of
       common  stock                                         $ 22,500  $     -

     Acquisition  of  oil  and  gas  properties
       through  the  issuance  of  common  stock                    -   60,000


                                       F-9
<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,
2001. 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.

GENERAL

Pangea Petroleum Corporation ("Pangea" or "Company"), a Colorado corporation,
was organized on March 11, 1997, as Zip Top, Inc. On December 11, 1998, the
Company changed its name to Pangea Petroleum Corporation. Pangea has two
subsidiaries:  Mass Energy, Inc. and eNatomy.  Pangea is located at 5850 San
Felipe, Suite 500, Houston, Texas 77057.

Since its inception, the Company has suffered recurring losses from operations
and has been dependent on loans from existing stockholders and loans from
Company officers and new investors to provide the cash resources to sustain its
operations. The Company's continuing negative operating results have produced a
working capital deficit of approximately $(1,703,000) and a stockholders'
deficit of approximately ($1,271,000) at September 30, 2002.  Based on these
factors, our auditors issued a qualified opinion at December 31, 2001 that
reflects significant doubt about the Company's ability to continue as a going
concern.


<PAGE>
The Company's strategic plan for dealing with its cash flow problems is
currently being developed, but it may include additional private placements of
the Company's common stock and the abandonment of unprofitable projects. There
can be no assurance that any of the plans developed by the Company will produce
cash flows sufficient to overcome current liquidity problems.

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 allow the Company to continue forward with current exploration
          efforts.

     -    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.

RESULTS OF OPERATIONS

During the third quarter of 2002, the Company had no revenue.  Pangea's Duval
County well has been producing since the third quarter of 2001; however, revenue
from that activity is currently tied up in a legal dispute between Pangea and
the operator of the well. The Company expects to prevail in this case.  One of
the company's subsidiary's, Mass Energy, ceased all operations and currently has
no employees.

Pangea is in a development stage and will continue to incur costs as the Company
evaluates investment opportunities in the energy industry.  The Company has
relied on key stockholders and officers to bear the substantial costs that are
involved in positioning Pangea to commence commercial operations. Pangea expects
to continue to incur losses and face cash flow problems for a period that could
extend for several years.

Management believes that the Company will need to raise cash of at least $20,000
to continue operations through the end of 2002.

COMPARISON OF QUARTER ENDED SEPTEMBER 30, 2001 TO QUARTER ENDED SEPTEMBER 30,
2002.

The reduction in the net loss of $(121,236) for the quarter ended September 30,
2002 compared to $(897,188) for the quarter ended September 30, 2001 is due to
the inactivity of the Pangea's subsidiaries, eNatomy and Mass Energy.  The
Company's subsidiary, Mass Energy, has ceased all operations and currently has
no employees.  The lack of activity in Mass Energy is also reflected in the lack
of sales and operating revenue for the three months ended September 30, 2002
compared to September 30, 2001.

COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2001 TO NINE MONTHS ENDED
SEPTEMBER 30, 2002.

The net loss of $(473,554) for the nine months ended September 30, 2002 compared
to a net loss of $(2,006,815) for the nine months ended September 30, 2001 is
attributable to the lack of drilling activity for the nine months ended
September 30, 2002.


<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

During the year ended December 31, 2001, we experienced negative financial
results that have continued during the three months ended September 30, 2002 as
follows:

                      THREE MONTHS         YEAR
                          ENDED           ENDED
                      SEPTEMBER 31,    DECEMBER 31,
                          2002             2001
                     ---------------  --------------
Net loss             $     (121,236)   $(9,000,347)*

Accumulated deficit     (16,691,621)   (16,218,067)

* The net loss for the three months ended September 31, 2001 was 897,188.


In addition to its negative financial results, Pangea has significant accrued
liabilities, accounts payable and obligation to stockholders for expenses paid
on behalf of the Company.

As a development stage company, Pangea has not generated any revenue and has
been dependent on debt and equity raised from individual investors to sustain
its operations. These factors raise substantial doubt about the Company's
ability to continue as a going concern.

2002 OUTLOOK

The Company intends to invest in additional oil and gas projects. The Company
expects to convert current assets into cash in order to invest in projects. The
investment level will also be dependent on securing additional capital from
investors or debt financing. There is no assurance that additional equity or
debt financing will be available on terms acceptable to Management.  Management
also believes that the Company will prevail in the legal action against the
operator of the Duval County well.

The Company is attempting to finalize several projects which would generate
revenues, if successful.  The Company's long-term viability as a going concern
is dependent on successfully developing new projects and certain key factors as
follows:

     -    The ability of the Company to fund a sufficient quantity of energy
          prospects to have a reasonable chance of success that one or more will
          establish a revenue base.

     -    The Company's ability to obtain adequate sources of funding to
          implement its business strategy. These must be on terms that are
          acceptable to the Company and existing stockholders and that do not
          result in substantial dilution to existing stockholders.

     -    The ability of the Company to ultimately continue to identify viable
          investment prospects that can be obtained at a fair value. There is no
          assurance that projects will be available or that projects obtained
          will be successful based on the historical risk associated with oil
          and gas projects.

As a result of the liquidity issues facing the Company, the Company's
independent accountant included an emphasis paragraph in the report for the
quarter ended September 30, 2002 that addresses the substantial doubt as to the
Company's ability to continue as a going concern.

FORWARD-LOOKING INFORMATION-GENERAL

The statements contained herein and other information contained in this report
may be based, in part, on management's estimates, projections, plans and
judgments. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or those anticipated. In this report, the words
"anticipates", "believes", "expects", "intends", "future", "plans", "targets"
and similar expressions identify forward-looking statements. Readers are
cautioned not to place undue reliance on the forward-looking statements
contained herein.  The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that may arise


<PAGE>
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.

ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

Charles B. Pollock, our Chief Executive Officer and Acting Chief Accounting
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, 2002 through September 30, 2002, 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 1,429,580 shares were issued as compensation to officers and
directors.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

None


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                                   SIGNATURES

Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange
Act of 1934, the undersigned has duly caused this Form 10-QSB to be signed on
its behalf by the undersigned, there unto duly authorized, in the City of
Houston, Texas, on November 14, 2002.

PANGEA PETROLEUM CORPORATION


By:  /s/  Charles  B.  Pollock                          Date:  November 14, 2002
     -------------------------------------
     Charles  B.  Pollock,
     Chairman of the Board, and Chief Executive Officer,
     Acting Chief Accounting Officer


<PAGE>
CERTIFICATIONS

I, Charles B. Pollock, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Pangea Petroleum
Corporation, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: November 14, 2002
/s/ Charles B. Pollock
----------------------
Charles B. Pollock
Chief Executive Officer


<PAGE>
I, Charles B. Pollock, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Pangea Petroleum
Corporation, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: November 14, 2002
/s/ Charles B. Pollock
----------------------
Charles B. Pollock
Chief Executive Officer

Acting Chief Accounting Officer


<PAGE>
Certification of Chief Executive Officer and Acting Chief Accounting Officer of
-------------------------------------------------------------------------------
Pangea Petroleum Corporation pursuant to Section 906 of the Sarbanes-Oxley Act
------------------------------------------------------------------------------
of 1992 and Section 1350 of 18 U.S.C. 63.
----------------------------------------

I, Charles B. Pollock, the Chief Executive Officer and Acting Chief Accounting
Officer of Pangea Petroleum Corporation hereby certify that to my knowledge,
Pangea Petroleum Corporation's periodic report on Form 10-QSB for the period
ended September 30, 2002, fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and that information contained
in the periodic report on Form 10-QSB and the financial statements contained
therein fairly presents, in all material respects, the financial condition and
results of the operations of Pangea Petroleum Corporation.

Date:   November 14, 2002               /s/  Charles B. Pollock
                                             ------------------
                                             Charles B. Pollock,
                                             Chief Executive Officer
                                             Pangea Petroleum Corporation



Certification of Chief Executive Officer and Acting Chief Accounting Officer of
-------------------------------------------------------------------------------
Pangea Petroleum Corporation pursuant to Section 906 of the Sarbanes-Oxley Act
------------------------------------------------------------------------------
of 1992 and Section 1350 of 18 U.S.C. 63.
----------------------------------------

I, Charles B. Pollock, the Chief Executive Officer and Acting Chief Accounting
Officer of Pangea Petroleum Corporation hereby certify that to my knowledge,
Pangea Petroleum Corporation's periodic report on Form 10-QSB for the period
ended September 30, 2002, fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and that information contained
in the periodic report on Form 10-QSB and the financial statements contained
therein fairly presents, in all material respects, the financial condition and
results of the operations of Pangea Petroleum Corporation.

Date:   November 14, 2002              /s/  Charles B. Pollock
                                            ------------------
                                            Charles B. Pollock,
                                            Acting Chief Accounting Officer of
                                            Pangea Petroleum Corporation


<PAGE>