UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q








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





For
the quarterly period ended March 31, 2008





[   ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the
transition period from _______ to _______





Commission
File #0-30503





PANGEA
PETROLEUM CORPORATION


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





COLORADO
            76-0635938(State
      or other jurisdiction of
            (IRS
      Employer Identification No.)incorporation
      or organization)





9801
Westheimer, Suite 302, Houston, Texas 77042


(Address
of principal executive offices)





(713)
706-6350


(Issuer's
telephone number)







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




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b2 of the Exchange Act





Large
      accelerated filer  (  )
            Accelerated
      filer  (  )Non-accelerated
      filer  (  )    (Do not check if a
      smaller reporting company)
            Smaller
      reporting company (X)




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes [
 ] No [X]




State the
number of shares outstanding of each of the issuer’s classes of common stock as
of the last practicable date:




324,279,544  Shares
as of $0.001 par value Common Stock outstanding as of  May 20,
2008


Transitional
Small Business Disclosure Format (check one):  Yes
[  ]  No [ X]










PANGEA
PETROLEUM CORPORATION


FORM
10-Q





Table
of Contents





PART  I  -  FINANCIAL  INFORMATIONItem  1  -  Financial  Statements
            4Item  2  -
      Management's  Discussion and Analysis or Plan of
      Operations
            5Item  3  -  Quantitative
      and Qualitative Disclosures about Market Risks
            7Item
      4T - Controls and Procedures
            7PART
      II  -  OTHER INFORMATIONItem
      2 – Unregistered Sales of Equity  Securities and Use of
      Proceeds
            8Item  6  -  Exhibits
            8SIGNATURES
            9























FORWARD
LOOKING STATEMENT








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, 2007.





We
are  including  the  following  cautionary  statement  in
this Form 10-Q to make applicable and take advantage of the safe harbor
provision of the
Private  Securities  Litigation  Reform  Act  of  1995  for  any
forward-looking statements  made  by,  or on
behalf of, the Company.  Forward-looking statements include statements
concerning  plans,  objectives,  goals,  strategies,
expectations,  future events or performance and underlying assumptions
and other statements , which  are
other  than  statements  of  historical  facts.  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.  We
undertake no obligation to publicly revise these forward-looking statements to
reflect events or circumstances that may arise after the date
hereof.  Our  expectations,  beliefs  and  projections  are  expressed
in good faith  and  are  believed  to
have a reasonable basis, including
without  limitations,  management's  examination
of historical operating trends,
data  contained  in  our records and other data
available from third parties,  but  there can be no
assurance that management's expectations, beliefs or  projections will
result or be achieved or accomplished. In addition to other
factors  and  matters  discussed  elsewhere  herein,
the following are important factors  that could cause actual results
to differ materially  from  those discussed in the
forward-looking statements: our dependence on limited cash resources, dependence
on certain key personnel within the Company, and the ability to raise additional
capital; our ability to secure leases for our oil and gas projects; our ability
to obtain acceptable forms and amounts of financing; the demand for, and price
level of, our products and services; competitive factors; the ability to
mitigate concentration of business in a small number of customers; the evolving
industry and technology standards; the ability to protect proprietary
technology; the dependence on key personnel; and the effect of business
interruption due to political unrest; oil and gas prices; and our ability to
efficiently manage our operations.  In addition, our 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 greater resources. Greater
competition for profitable operations can increase prices and make it more
difficult to acquire assets at reasonable multiples of cash flow.  We
believe that we 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 operations. Operations are also significantly
affected by factors, which are outside our control, including the prices of oil
and natural gas, environmental and governmental regulations. Accordingly, actual
results may differ, possibly materially, from the predictions contained
herein.



































-3-





PART
I - FINANCIAL INFORMATION










ITEM
1. FINANCIAL STATEMENTS






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






































-4-


PANGEA
PETROLEUM CORPORATION
 TABLE
OF CONTENTS
 
 
 PageUnaudited
      Consolidated Financial Statements:Unaudited
      Consolidated Balance Sheets as ofMarch
      31, 2008 and December 31, 2007
              F-2Unaudited
      Consolidated Statements of Operationsfor
      the three months endedMarch
      31, 2008 and 2007
              F-3Unaudited
      Consolidated Statements of Stockholders'Deficit
      for the three months ended March 31, 2008
              F-4Unaudited
      Consolidated Statements of Cash Flowsfor
      the three months ended March 31, 2008 and 2007
              F-5Notes
      to Unaudited Consolidated Financial Statements
              F-6
 
 
 
 
 
 F-1
 PANGEA
PETROLEUM CORPORATION
 CONSOLIDATED
BALANCE SHEETS
 (Unaudited)
 March
      31,
              
              
              December
      31,2008
              
              
              2007ASSETSCurrent
      assets:Cash
              
              $
              7
              
              
              $
              2,718Accounts
      receivable
              
              
              1,994
              
              
              
              -Property
      and equipment:Oil
      and gas properties (successful efforts methodnet
      of accumulated depletion of $152,033 and $138,642)
              
              
              27,525
              
              
              
              40,478Unproven
      oil and gas properties (successful efforts method)
              
              
              203,462
              
              
              
              171,462Total
      property and equipment
              
              
              230,987
              
              
              
              211,940Total
      assets
              
              $
              232,988
              
              
              $
              214,658LIABILITIES AND STOCKHOLDERS’DEFICITCurrent
      liabilities:Accounts
      payable
              
              $
              37,704
              
              
              $
              21,535Accrued
      interest payable to related parties
              
              
              19,589
              
              
              
              126,730Notes
      payable - other
              
              
              15,507
              
              
              
              15,507Notes
      payable to related parties
              
              
              659,771
              
              
              
              528,041Stock
      Payable
              
              
              68,165
              
              
              
              21,680Total
      current liabilities
              
              
              800,736
              
              
              
              713,493Long-term
      debt to related parties
              
              
              -
              
              
              
              5,000Asset
      retirement obligations
              
              
              8,193
              
              
              
              8,193Total
      liabilities
              
              
              808,929
              
              
              
              726,686Stockholders'
      deficit:Preferred
      stock: $.001 par value; 10,000,000 shares authorized,none
      issued and outstanding
              
              
              -
              
              
              
              -Common
      stock: $.001 par value; 500,000,000 shares authorized;324,059,544
      and 306,339,544 shares issued and outstanding atMarch
      31, 2008 and December 31, 2007, respectively
              
              
              324,060
              
              
              
              306,340Additional
      paid-in capital
              
              
              18,407,409
              
              
              
              18,373,829Accumulated
      deficit
              
              
              (19,307,410
              )
              
              
              (19,192,197
              )Total
      stockholders' deficit
              
              
              (575,941
              )
              
              
              (512,028
              )Total
      liabilities and stockholders' deficit
              
              $
              232,988
              
              
              $
              214,658
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 F-2
 PANGEA
PETROLEUM CORPORATION
  CONSOLIDATED
STATEMENTS OF OPERATIONS
  (unaudited)
 
 Three
      Months EndedMarch 312008
              
              
              2007Oil
      and gas revenue
              
              $
              7,567
              
              
              $
              19,835Costs
      and expenses:Lease
      operating expenses
              
              
              2,662
              
              
              
              7,195Production
      taxes
              
              
              465
              
              
              
              1,038Dry
      hole costs
              
              
              -
              
              
              
              282Depreciation
      and depletion
              
              
              13,515
              
              
              
              12,240Selling,
      general and administrative, includingstock
      based compensation
              
              
              86,549
              
              
              
              137,312Total
      costs and expenses
              
              
              103,191
              
              
              
              158,067Loss
      from operations
              
              
              (95,624
              )
              
              
              (138,232
              )Other
      (expenses):Interest
      expense
              
              
              (19,589
              )
              
              
              (16,863
              )Net
      loss
              
              $
              (115,213
              )
              
              $
              (155,095
              )Basic
      and diluted net loss per common share
              
              $
              (0.00
              )
              
              $
              (0.00
              )Weighted
      average common shares outstanding
              
              
              306,451,893
              
              
              
              277,817,097
 
 
 
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 
 F-3
 PANGEA
PETROLEUM CORPORATION
 CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ DEFICIT
 for
the three months ended March 31, 2008
 (Unaudited)
 
 
 Additional
              
              
              
              
              
              TotalCommon
      Stock
              
              
              Paid-In
              
              
              Accumulated
              
              
              Stockholders’Shares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              DeficitBalance
      at December 31, 2007
              
              
              306,339,544
              
              
              $
              306,340
              
              
              $
              18,373,829
              
              
              $
              (19,192,197
              )
              
              $
              (512,028
              )Common
      stock issued to compensateemployees
      and consultants
              
              
              7,720,000
              
              
              
              7,720
              
              
              
              11,580
              
              
              
              -
              
              
              
              19,300Common
      stock issued forproperty
      acquisition
              
              
              10,000,000
              
              
              
              10,000
              
              
              
              22,000
              
              
              
              -
              
              
              
              32,000Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (115,213
              )
              
              
              (115,213
              )Balance
      at March 31, 2008
              
              
              324,059,544
              
              
              $
              324,060
              
              
              $
              18,407,409
              
              
              $
              (19,307,410
              )
              
              $
              (575,941
              )
 
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 F-4
 PANGEA
PETROLEUM CORPORATION
  UNAUDITED
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
  for
the three months ended March 31, 2008 and 2007
  (Unaudited)
 
 
 2008
              
              
              2007Cash
      flows from operating activities:Net
      loss
              
              $
              (115,213
              )
              
              $
              (155,095
              )Adjustments
      to reconcile net loss to net cashused
      in operating activities
              
              
              112,502
              
              
              
              148,727Net
      cash used in operating activities
              
              
              (2,711
              )
              
              
              (6,368
              )Cash
      flows from investing activities:Capital
      and exploratory expenditures
              
              
              -
              
              
              
              (12,100
              )Cash
      flows from financing activities:Repayment
      of debt
              
              
              -
              
              
              
              (6,981
              )Net
      cash used in financing activities
              
              
              -
              
              
              
              (6,981
              )Net
      decrease in cash and cash equivalents
              
              
              (2,711
              )
              
              
              (25,449
              )Cash
      and cash equivalents at beginning of period
              
              
              2,718
              
              
              
              53,690Cash
      and cash equivalents at end of period
              
              $
              7
              
              
              $
              28,241Supplemental
      Disclosures:Cash
      paid for interest
              
              $
              -
              
              
              $
              -Cash
      paid for income taxes
              
              
              -
              
              
              
              -Noncash
      investing and financing activities:Oil
      and gas property acquired with common stock issuance
              
              $
              32,000
              
              
              $
              -
 
 
 The
accompanying notes are an integral part of these consolidated financial
statements.
 
 F-5
 
 
 
 PANGEA
PETROLEUM CORPORATION
 NOTES
TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
 1.        
Basis of
Presentation
 
 The
accompanying unaudited interim consolidated financial statements of Pangea
Petroleum Corporation, a Colorado corporation, have been prepared in accordance
with accounting principles generally accepted in the United States of America
and the rules of the Securities and Exchange Commission and should be read in
conjunction with the audited financial statements and notes thereto contained in
the Pangea’s latest Annual Report filed with the SEC on Form
10-KSB.  In the opinion of management, all adjustments, consisting of
normal recurring adjustments, necessary for a fair presentation of financial
position and the results of operations for the interim periods presented have
been reflected herein.  The results of operations for interim periods
are not necessarily indicative of the results to be expected for the full
year.
 
 Notes to
the consolidated financial statements which would substantially duplicate the
disclosure contained in the audited financial statements for the most recent
fiscal year, December 31, 2007, as reported in Form 10-KSB, have been
omitted.
 
 
 2.         Going Concern
Considerations
 
 Since its
inception, Pangea has suffered recurring losses from operations and has been
dependent on existing stockholders and new investors to provide cash resources
to sustain its operations.  During the three months ended March 31,
2008 and 2007, Pangea reported net losses of $115,213 and $155,095,
respectively. These conditions raise substantial doubt about Pangea’s ability to
continue as a going concern.
 
 Pangea
has developed a multi-step plan and has taken actions to improve its financial
position and deal with its liquidity problems. The final steps of the plan are
still being developed, but may include additional private placements of Pangea’s
common stock, 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 Pangea will produce cash flows sufficient to ensure its long-term
viability as a going concern.
 
 Pangea’s
long-term viability as a going concern is dependent on certain key factors, as
follows:
 
 ·
              Pangea’s
      ability to obtain adequate sources of outside financing to support near
      term operations and to allow the Company to continue forward with current
      strategic plans.·
              Pangea’s
      ability to locate, prove and produce from economically viable oil and gas
      reserves.·
              Pangea’s
      ability to ultimately achieve adequate profitability and cash flows to
      sustain continuing operations.
 
 
 3.         Stockholders’
Equity
 
 During
the three months ended March 31, 2008, Pangea engaged in various transactions
affecting stockholders’ equity, as follows:
 ·
              7,500,000
      shares of common stock were issued to employees and
      consultants.  Compensation expense of $18,750 was recorded based
      on market value on date of issuance.·
              100,000
      shares of restricted common stock were issued to an independent director
      valued at $250.·
              120,000
      shares of restricted common stock were issued to our Chief Financial
      Officer valued at $300.·
              10,000,000
      shares were issued under an Asset Purchase Agreement see Note
      5.
 
 
 F-6
 4.         Related Party
Transactions
  Notes
payable to related parties consist of the following at March 31,
2008:
 
 Notes
      payable to Mary Pollock, daughter of the chief executiveofficer.
      This note bears interest of 12% per year andis
      due in a onetime payment of principal and interest on
    December31,
      2008.  These notes are not collateralized.
              
              $
              146,691Notes
      payable to Charles Pollock, the Chief Executive Officer and
    asignificant
      stockholder of the Company. This note bears interestof
      12% per year, and due in onetime payment of principal andinterest
      on December 31, 2008. These notes are not collateralized.
              
              
              400,911Notes
      payable to Mark Weller, the Chief Operating Officer and asignificant
      stockholder of the Company. This note bears interestof
      12% per year, and due in one time payments of principal
andinterest
      on December 31, 2008. These notes are not collateralized.
              
              
              107,169Notes
      payable to Mark Weller due on-demand
              
              
              5,000$
              659,771
 
 
 The above
consists of renewed promissory notes extending the maturity dates from the
original due date of December 31, 2007,which combined prior principal and
accrued interest into principal amount of new debt. Accrued interest payable to
related parties of $19,589 at March 31, 2008 represents interest accrued on the
above notes payable to related parties.
 
 
 5.Asset
Purchase Agreement
 
 On
January 1, 2008, Pangea purchased working and royalty interests in certain oil
and gas leases in Texas for 10,000,000 shares of common stock valued at $32,000
based on market value on the purchase date.
 
 
 6.         Subsequent
Event
 
 The
following shares of restricted common stock have been issued for
services:
 
 
 Date
      Issued
              Name
              
              #
      of Restricted Common Shares
              
              
              Fair
      Market Value4/29/08
              Scott
      Duncan, CFO
              
              120,000
              
              
              $
              5044/29/08
              Edward
      Skaggs, Director
              
              100,000
              
              
              $
              420
 
 
 
 
 F-7


ITEM
2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS





GENERAL





Pangea
Petroleum Corporation ("Pangea" or "Company"), a Colorado corporation, was
organized on March 11, 1997 as Zip Top, Inc. On December 11, 1998, we changed
our name to Pangea Petroleum Corporation. Our offices are located at 9801
Westheimer, Suite 302, Houston, Texas 77042. Our website is www.pangeapetroleum.com.





Pangea is
a publicly traded company listed on the OTC Electronic Bulletin Board under the
symbol “PAPO”.  We are an independent energy company focused on the
exploration and development of oil and natural gas reserves, whose core business
is directed to the development of oil and gas prospects in proven onshore
production areas. Pangea is pursuing a development program designed to achieve
profitability by distributing risk across multiple oil and gas
projects.  Pangea diversifies its risk by carefully identifying
prospects that fit within strict parameters and by taking a minority working
interest in each project. We devote essentially all of our resources to
development of revenue producing activities by keeping overhead at a minimum
level through the retention of carefully selected consultants, contractors and
service companies.




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




Since our
inception, we have recurring losses from operations and have been dependent on
existing stockholders and new investors to provide the cash resources to sustain
its operations. During the three months ended March 31, 2008, we reported a loss
of $115,213 compared to a loss of $155,095 reported for the three months ended
March 31, 2007.





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





-
            Our
      ability to continue to obtain sources of outside financing to allow the
      Company to continue to make strategic investments in new oil and gas well
      prospects.-
            Our
      ability to locate attractive development prospects, and coordinate with
      timely funding that will allow the Company to continue to increase oil and
      gas reserves and production.-
            Our
      ability to increase profitability and sustain a cash flow level that will
      ensure support for continuing
operations.











RESULTS
OF OPERATIONS





During
the three months ended March 31, 2008, we reported $7,567 in revenue from the
working interests in three producing wells.





In
February 2006, we purchased a 7% working interest (5.25% net interest) in a
re-entry workover in Brazoria
County, Texas.  The well was drilled in 2002 and experienced
mechanical difficulty in the first of four zones in the Miocene
sands.  The logs indicate three additional sands which will be
sequentially completed for the project.  A workover rig moved in at
the end of March 2006.  The workover in the first zone was
successful.  Following facilities construction and pipeline connection
the well was placed on production at a 250 MCFD restricted rate. This prospect
will likely have two to three additional well locations.  To date, we
have not received revenue from this project, as the operator has not provided
well information or status and appears to have the well shut-in.  In
2006, a $21,000 impairment value was placed on the well pending results of
operations.  The operator has continued to fail to respond to Pangea
demands for status and contract performance and we are evaluating how to
proceed.








CRITICAL
ACCOUNTING POLICIES AND ESTIMATES





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





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





-5-





OIL
AND GAS PRODUCING ACTIVITIES





Pangea
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 the future liability for plugging and
abandonment of the related wells. Accordingly, a net cost of $8,193 has been
accrued for plugging and abandonment.





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





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








COMPARISON
OF THREE MONTHS ENDED MARCH 31, 2008 TO THREE MONTHS ENDED MARCH 31,
2007.







The net
loss of $115,213 for the three months ended March 31, 2008 decreased by $39,882
from the net loss of $155,095 for the three months ended March 31,
2007.  The decrease results from a 45% decrease in stock based
compensation.  Pangea generated revenue from the participation in
ongoing oil and gas wells in the amount of $7,567 for the three months ended
March 31, 2008, compared to $19,835 in revenue for the three months ended March
31, 2007.  This revenue decrease resulted from a decrease in
production.  Total assets decreased to $232,988 at March 31, 2008
compared to $277,161 at March 31, 2007.  This decrease is primarily
reflected in a decrease in oil and gas properties and by the decrease in cash
from $7 at March 31, 2008 compared to $28,241 at March 31, 2007.




Total
liabilities at March 31, 2008 are $808,929 compared to $652,471 at March 31,
2007.  The increase in liabilities is primarily due to an increase in
accrued liabilities related to accrued interest on notes payable and increased
debt related to the Blue Ridge field in Ft. Bend County, Texas.











LIQUIDITY
AND CAPITAL RESOURCES





Our
operating activities used cash in the amount of $2,711 for the quarter ended
March 31, 2008 related primarily to professional fees and expenses on producing
wells. For the three months ended March 31, 2008, we were not able to generate
positive cash flow from operations. However, we are generating revenue from six
wells. We have been unable to raise cash from financing activities to fund
investing activities in 2008. There was no cash used from financing activities
at March 31, 2008 while there was $6,981 provided by financing activities at
March 31, 2007. We intend to continue investing in additional oil and gas
projects but will need additional working capital to participate fully at the
levels we intend.  We expect to raise working capital through private
placements, debt financing or equity investment. There can be no assurance that
any of the plans developed will produce cash flows sufficient to ensure its
long-term viability.










2008
OUTLOOK







We are
working on identifying additional prospects for drilling in 2008 in Illinois and
New York, but we currently have nothing scheduled.  We have no active
drilling prospects, however, we are pursuing three opportunities to purchase
existing production in Texas and Mississippi.





Pangea’s
2.5% working interest in Stueben County, New York,
which covers approximately 50,000 acres, has completed shooting twenty-two
square miles of 3-D seismic.  The data is being processed and drilling
prospects are being examined. Thus far there are leads identified in the
Oriskany and Onandaga Reef sands.   Currently plans for drilling
have been deferred due to land issues.  Pangea is evaluating how to
proceed with the project and may elect to farm out the prospect to avoid future
expenditures until operations proceed.





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Pangea
has an interest in a Geneva Reef project covering approximately 3600 acres in
Clay, Effingham, Shelby,
Fayette, and Cumberland CountiesinIllinois.Analysis
of 2D seismic in the area indicated that there are at least six geologic
features having potential to offset successful Geneva Reef production in the
area.  The operator ran 3D seismic in the areas of interest and
confirmed the existence of one reef structure that was drilled in 2007 and was
unsuccessful.  It is anticipated that at least one of the remaining 2D
prospects will have a drillable reef.  The operator is running
additional 3D seismic to attempt to define drilling locations on this prospect.
The offset reefs have had approximately three wells each, and initial total reef
production has been between 500 and 1000 BOPD on the successful 3D
finds.  Pangea has a 3.0% working interest and a 2.1% net interest in
the project.





Henderson County, Texas is an
11500’ test in the Rodessa and Pettit with a secondary objective in the Upper
Travis Peak.  The first well has the potential for an additional well
in the fault trap and, if successful, will lead to drilling in four additional
analogous fault blocks on the leased acreage.  Pangea had reserved a
2% working interest and 1.54% net interest in the first well, but has not
provided any funding.  The operator has had extended difficulty
obtaining the necessary leases for the surface drilling location and has been
delayed in proceeding throughout 2007.  In December 2007 Pangea
informed the operator that we will not proceed with participation in the
project.





Pangea is
also pursuing the acquisition of interests in three producing projects; two in
Texas and one in Mississippi.  The two Texas projects are primarily
gas producers that are comprised of multiple wells with excellent production
histories.  Pangea is looking a 5% of a project making 30,000,000
cubic feet per month and 3% of a project making 150,000,000 cubic feet per
month.  The Mississippi project is in a relatively shallow oil horizon
area that produces relatively heavy oil.  The wells produce at a very
shallow decline rate over a long period and are currently making 3200 Barrels
per month.  Pangea is evaluating a 3-5% interest.  All three
projects appear to have a greater than 10 year remaining life.  To
date there are no definitive agreements for purchase and final negotiations will
depend on the ability of Pangea to raise the up front capital necessary to
finalize each deal.





We
continue to review additional prospects in Texas, Louisiana, Illinois and New
York to add new wells to our prospect list.  Our strategy remains one
of evaluating primarily shallow, onshore oil and gas projects that avoid
investing in “wildcat” or exploratory wells. Focus remains 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, we will continue to diversify our risk by taking a minority
working interest in the prospects such that we are not dependent on any one
project or highly impacted by an unsuccessful well. The ability to invest
further is entirely dependent on Pangea 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.





ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSRES ABOUT MARKET
RISK





The
information to be reported under this item is not required of smaller reporting
companies.








ITEM
4T.  CONTROLS AND PROCEDURES.





(a) Evaluation
      of disclosure controls and
procedures.





Based on
their evaluation of our disclosure controls and procedures (as defined in
Rule 13a-15e under the Securities Exchange Act of 1934), our principal
executive officer and principal financial officer have concluded that as of
the end of the period covered by this quarterly report on Form 10-Q such
disclosure controls and procedures were not effective to ensure that
information required to be disclosed by us in reports that we file or
submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange
Commission rules and forms.  We are continuing our efforts to enhance,
improve and strengthen our control processes and procedures.





A
controls system cannot provide absolute assurance, however, that the objectives
of the controls system are met, and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within a company have been detected.





Management’s
Report on Internal Control over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes
using accounting principles generally accepted in the United
States.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives.





As of the
end of the period of this report, our principal executive and principal
financial officer carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures. This evaluation was
carried out under the supervision and with the participation of our management,
including our Chief Executive Officer and Principal Financial Officer. Based on
that evaluation, our Chief Executive Officer and Principal Financial Officer
concluded that our disclosure controls and procedures are not effective in
timely alerting them to material information required to be included in the
Company’s periodic reports to the Securities and Exchange Commission. During the
first quarter, there were no changes in our internal control over financial
reporting that have materially affected, or are reasonably likely to materially
affect our internal control over financial reporting.





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In
addition, there were adjustments at year end and so management considers the
controls in place are not adequate for the company.  A stock
adjustment to account for shares due at the yearend was not processed along with
an equity adjustment.





Management
uses a separation of function approach to insure adequate
controls.  There were no material weaknesses identified during the
preparation of year end financial reports.





The
weaknesses noted for the quarter ended March 31, 2008 were specifically
the monitoring controls that ensured journal entries were posted accurately
and in a timely fashion.  These controls were ineffective during the
fiscal 2006 and first quarter 2007 closing process.  This resulted in
a missed entry to depreciation of oil and gas properties and an incorrect entry
to common stock.  Although the missed or incorrect entries were not
prevented or detected by the Company's existing system of internal controls, the
entries were identified by the Company’ independent registered certified public
accounting firm, and were corrected and properly reflected in the quarter ended
March 31, 2008 financial statements.





We
previously reported that we had material weaknesses in our disclosure controls
and procedures and that they were not effective as of the end of fiscal year
2006 and the first quarter of 2007.  The Company continues to address
these issues and continues to take steps to remediate the material weaknesses in
our disclosure controls and procedures, including the steps to adopt policies
for controls over accounting review and training personnel in the processing of
transactions involving oil and gas properties and issuance of
stock.





This
report does not include an attestation report of the company’s registered public
accounting firm regarding internal controls over financial
reporting.  Management’s report was not subject to attestation by the
company’s registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that the company to provide only management’s
report in the annual report.





PART
II – OTHER INFORMATION




Pursuant
to the Instructions on Part II of the Form 10-Q, Items 1, 3, 4, and 5 are
omitted.









ITEM 2.UNREGISTERED SALES OF EQUITY
SECURITIESAND USEOFPROCEEDS.






During
our quarter ended March 31, 2008, we completed the following transactions in
reliance upon exemptions from registration under the Securities Act of 1933, as
amended (the "Act") as provided in Section 4(2) thereof.  Each certificate
issued for unregistered securities contained a legend stating that the
securities have not been registered under the Act and setting forth the
restrictions on the transferability and the sale of the securities.  None
of the transactions involved a public offering.  We believe that each
person had knowledge and experience in financial and business matters, which
allowed them to evaluate the merits and risks of our securities.  We
believe that each person was knowledgeable about our operations and financial
condition.







During
the three months ended March 31, 2008, we issued 120,000 shares of restricted
common stock to our Chief Financial Officer. We issued 7,500,000 restricted
shares to consultants and 100,000 restricted common shares to our independent
director for services.  We recognized total compensation expense of
$19,300 for the issued shares.  Additionally, we issued 10,000,000
shares of restricted common stock to a seller for the acquisition of oil and gas
working and royalty interest.








ITEM  6  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.





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SIGNATURES





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







PANGEA
PETROLEUM CORPORATION




By:  /s/
      Charles B.  Pollock
            Date:
      May 20, 2008Charles
      B.  Pollock,Chairman
      of the Board andChief
      Executive OfficerBy: /s/ Scott
      Duncan
            Date:
      May 20 2008Scott
      DuncanChief
      Financial Officer andPrincipal
      Financial Officer
















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