**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-QSB**








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





**For
      the quarterly period ended September 30, 2007**





**[   ]
      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 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:






306,119,544  Shares
      of $0.001 par value Common Stock outstanding as of November 7, 2007







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








**PANGEA
      PETROLEUM CORPORATION**


**FORM
      10-QSB**





**Table****of Contents**PART  I  -  FINANCIAL  INFORMATIONF-1Item  1  -  Financial  StatementsItem  2  -
                Management's  Discussion and Analysis or Plan of
                Operations
            4Item  3  -  Controls
                and Procedures
            7PART
                II  -  OTHER INFORMATIONItem
                2 – Unregistered Sales of Equity  Securities and Use of
                Proceeds
            7Item  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, 2006.





We
      are  including  the  following  cautionary  statement  in
      this Form 10-QSB 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.

















**PART
      I - FINANCIAL INFORMATION**






**ITEM
      1. FINANCIAL STATEMENTS**




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












F-1







**PANGEA
        PETROLEUM CORPORATION**
 **TABLE
        OF CONTENTS**
 
 
 
 **Page**Unaudited
                  Consolidated Financial Statements:Unaudited
                  Consolidated Balance Sheets as ofSeptember
                  30, 2007 and December 31, 2006
              F-3Unaudited
                  Consolidated Statements of Operationsfor
                  the three months and nine months endedSeptember
                  30, 2007 and 2006
              F-4Unaudited
                  Consolidated Statement of Stockholders'Deficit
                  for the nine months ended September 30, 2007
              F-5Unaudited
                  Consolidated Statements of Cash Flowsfor
                  the nine months ended September 30, 2007 and 2006
              F-6Notes
                  to Unaudited Consolidated Financial Statements
              F-7
 
 
 
 F-2
  **PANGEA
        PETROLEUM CORPORATION**
 **CONSOLIDATED
        BALANCE SHEETS**
 
 
 **September
                  30,**
              
              
              **December
                  31,****2007**
              
              
              **2006****ASSETS**
              
              **(Unaudited)**Current
                  assets:Cash
              
              $
              203
              
              
              $
              53,690Accounts
                  receivable
              
              
              13,105
              
              
              
              -Payroll
                  taxes refundable
              
              
              -
              
              
              
              7,131Total
                  current assets
              
              
              13,308
              
              
              
              60,821Property
                  and equipment:Oil
                  and gas properties (successful efforts methodnet
                  of accumulated depletion of $145,077 and $112,000)
              
              
              220,308
              
              
              
              209,903Total
                  assets
              
              $
              233,616
              
              
              $
              270,724**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIT**Current
                  liabilitiesAccounts
                  payable
              
              $
              20,939
              
              
              $
              9,864Accrued
                  interest payable to related parties
              
              
              110,758
              
              
              
              63,365Notes
                  payable
              
              
              23,605
              
              
              
              -Notes
                  payable to related parties
              
              
              528,041
              
              
              
              528,041Total
                  current liabilities
              
              
              683,343
              
              
              
              601,270Obligation
                  for dismantlement and disposal activities
              
              
              7,943
              
              
              
              7,943Total
                  liabilities
              
              
              691,286
              
              
              
              609,213Commitments
                  and contingencies
              
              
              -
              
              
              
              -Stockholders'
                  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;306,119,544
                  and 281,258,566 shares issued and outstanding atSeptember
                  30, 2007 and December 31, 2006, respectively
              
              
              306,120
              
              
              
              281,259Additional
                  paid-in capital
              
              
              18,372,971
              
              
              
              18,173,717Deferred
                  compensation
              
              
              -
              
              
              
              (4,247
              )Accumulated
                  deficit
              
              
              (19,136,761
              )
              
              
              (18,789,218
              )Total
                  stockholders' deficit
              
              
              (457,670
              )
              
              
              (338,489
              )Total
                  liabilities and stockholders' deficit
              
              $
              233,616
              
              
              $
              270,724
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  F-3
  **PANGEA
        PETROLEUM CORPORATION**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **(unaudited)**
 
 **Three
                  Months Ended**
              
              
              **Nine
                  Months Ended****September
                  30,**
              
              
              **September
                  30,****2007**
              
              
              **2006**
              
              
              **2007**
              
              
              **2006**Revenue
              
              $
              10,490
              
              
              $
              14,978
              
              
              $
              43,540
              
              
              $
              42,307Costs
                  and expenses:Lease
                  operating expenses
              
              
              4,685
              
              
              
              4,378
              
              
              
              15,749
              
              
              
              17,743Production
                  taxes
              
              
              617
              
              
              
              747
              
              
              
              2,424
              
              
              
              1,420Selling,
                  general and administrative
              
              
              28,955
              
              
              
              122,043
              
              
              
              276,610
              
              
              
              474,181Depreciation,
                  depletion and amortization
              
              
              11,085
              
              
              
              3,594
              
              
              
              33,077
              
              
              
              16,024Impairment
              
              
              15,737
              
              
              
              -
              
              
              
              15,737
              
              
              
              -Total
                  costs and expenses
              
              
              61,079
              
              
              
              130,762
              
              
              
              343,597
              
              
              
              509,368Loss
                  from operations
              
              
              (50,589
              )
              
              
              (115,784
              )
              
              
              (300,057
              )
              
              
              (467,061
              )Other
                  income and (expenses):Other
                  income
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              15,000Interest
                  expense
              
              
              (15,971
              )
              
              
              (15,971
              )
              
              
              (47,486
              )
              
              
              (47,394
              )Net
                  loss
              
              $
              (66,560
              )
              
              $
              (131,755
              )
              
              $
              (347,543
              )
              
              $
              (499,455
              )Basic
                  and diluted net loss per common share
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              $
              (0.00
              )Weighted
                  average common shares
              
              
              304,674,756
              
              
              
              276,898,021
              
              
              
              296,167,327
              
              
              
              267,863,234
 
 
 
 
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  F-4
  **PANGEA
        PETROLEUM CORPORATION**
 **CONSOLIDATED
        STATEMENT OF STOCKHOLDERS’ DEFICIT**
 **for
        the nine months ended September 30, 2007**
 **(Unaudited)**
 
 
 **Common
                  Stock**
              
              
              **Additional****Paid-In**
              
              
              **Accumulated**
              
              
              **Deferred**
              
              
              **Stockholders’****Shares**
              
              
              **Amount**
              
              
              **Capital**
              
              
              **Deficit**
              
              
              **Compensation**
              
              
              **(Deficit)**Balance
                  at December 31, 2006
              
              
              281,258,566
              
              
              $
              281,259
              
              
              $
              18,173,717
              
              
              $
              (18,789,218
              )
              
              $
              (4,247
              )
              
              $
              (338,489
              )Common
                  stock issued to compensateemployees
                  and consultants
              
              
              24,860,978
              
              
              
              24,861
              
              
              
              199,254
              
              
              
              -
              
              
              
              4,247
              
              
              
              228,362Net
                  loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (347,543
              )
              
              
              -
              
              
              
              (347,543
              )Balance
                  at September 30, 2007
              
              
              306,119,544
              
              
              $
              306,120
              
              
              $
              18,372,971
              
              
              $
              (19,136,761
              )
              
              $
              -
              
              
              $
              (457,670
              )
 
 
 
 
 
 
 
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
  F-5
  **PANGEA
        PETROLEUM CORPORATION**
 **UNAUDITED
        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS**
 **for
        the nine months ended September 30, 2007 and 2006**
 **(Unaudited)**
 
 
 **2007**
              
              
              **2006**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (347,543
              )
              
              $
              (499,455
              )Adjustments
                  to reconcile net loss to net cashused
                  in operating activities
              
              
              318,119
              
              
              
              448,072Net
                  cash used in operating activities
              
              
              (29,424
              )
              
              
              (51,383
              )Cash
                  flows from investing activities:Capital
                  and exploratory expenditures
              
              
              (17,082
              )
              
              
              (117,997
              )Cash
                  flows from financing activities:Repayment
                  of debt
              
              
              (6,981
              )
              
              
              -Proceeds
                  from the sale of common stock
              
              
              -
              
              
              
              185,000Net
                  cash provided by (used in) financing activities
              
              
              (6,981
              )
              
              
              185,000Net
                  increase/(decrease) in cash and cash equivalents
              
              
              (53,487
              )
              
              
              15,620Cash
                  and cash equivalents at beginning of period
              
              
              53,690
              
              
              
              56,377Cash
                  and cash equivalents at end of period
              
              $
              203
              
              
              $
              71,997Supplemental
                  DisclosuresCash
                  paid for interest
              
              $
              -
              
              
              $
              -Cash
                  paid for income taxesNon
                  Cash DisclosuresAssumptions
                  of debt associated with Oil & Gas Property
              
              
              33,961
              
              
              
              -Seller
                  Financed purchase of O&G properties
              
              
              7,515
              
              
              
              -
 
 
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
 
 F-6
 **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, 2006, 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 nine months ended September 30,
        2007 and 2006, Pangea reported net losses of $347,543 and $499,455,
        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.         Oil
        and Gas Properties**
 
 An
        impairment of $15,377 was recorded in the current quarter due to the abandonment
        of Bounds #1 well. This impairment results in a zero net carrying value as
        of
        September 30, 2007.
 
 **4.         Related
        Party Transactions**
 
 Notes
        payable to related parties consist of the following at September 30,
        2007:
 
 Notes
                  payable to Mary Pollock, daughter of the chief executiveofficer.
                  This note bears interest at rates of 12% per year andis
                  due in a one time payment of principal and interest on December31,
                  2007.  These notes are not
                  collateralized.
              
              $
              118,299Notes
                  payable to Charles Pollock, the Chief Executive Officer andsignificant
                  stockholder of the Company. This note bears interest of
                  12% per year, and due in one time payment of principal andinterest
                  on December 31, 2007. These notes are not
                  collateralized.
              
              
              323,315Notes
                  payable to Mark Weller, the Chief Operating Officer andsignificant
                  stockholder of the Company. This note bears interestof
                  12% per year, and due in one time payments of principal andinterest
                  on December 31, 2007. These notes are not collateralized.
              
              
              86,427$
              528,041
 
 Accrued
        interest payable to related parties of $110,758 at September 30, 2007 represents
        interest accrued on the above notes payable to related
        parties.
 
  F-7
 5**.**         **Ft.
        Bend County, Texas Note Payable**
 
 In
        the
        first quarter 2006, Pangea acquired an approximate 1.5% working interest
        in a
        property located in **Fort Bend County, Texas**(which also
        includes the Blue Ridge Field). This is a 421 acre project currently producing
        approximately 7,500 barrels of oil per month from fifteen wells, in five
        leases,
        in the Miocene and Frio sands.  The project also drilled a new well
        and placed it on production during the fourth quarter 2006.   We
        began receiving revenue from the project during the fourth quarter 2006.
        The
        purchase of the Blue Ridge Field was financed and we are responsible for
        2.5% of
        the financing.  As of September 30, 2007, the balance due totaled
        $23,605.  This note has an interest rate of 18% and will be repaid
        from the sale of production until the amount is paid in full.
 
 
 6.         **Stockholders’
        Deficit**
 
 During
        the nine months ended September 30, 2007, Pangea engaged in various transactions
        affecting stockholders’ equity, as follows:
 
 ·
              24,560,978
                  shares of common stock were issued to employees and
                  consultants.  Compensation expense of $221,255 was recorded
                  based on market value on date of issuance.  $4,247 was also
                  expensed out of deferred compensation in connection with a 12 month
                  service agreement for EDGAR services with a third party
                  vendor.
 
 ·
              300,000
                  shares of restricted common stock were issued to an independent
                  director
                  valued at $2,860.
 
  F-8







**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 nine months ended September 30, 2007, we reported
      a
      loss of $347,543 compared to a loss of $499,455 reported for the nine months
      ended September 30, 2006.





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.





**PROPOSED
      TRANSACTION TERMINATED**





On
      September 6, 2007, Pangea Petroleum Corp. and Rock Energy Partners mutually
      terminated the Letter of Intent dated May 7, 2007.  Rock Energy has
      been unable to complete their audit and a definitive agreement will not be
      reached before the November 1, 2007 expiration of the Letter of
      Intent.  Pangea Petroleum is still pursuing other oil and gas
      acquisitions.





**RESULTS
      OF OPERATIONS**





During
      the nine months ended September 30, 2007, we reported $43,540 in revenue from
      the working interests in thirty six producing wells.





Pangea
      purchased an interest in a Geneva Reef project covering approximately 3600
      acres
      in July, 2006 in **Clay, Effingham, Shelby, Fayette, and Cumberland
      Counties**in**Illinois.**Analysis of 2D
      seismic in the area indicates that there are at least six geologic features
      that
      have the potential to offset successful Geneva Reef production in the
      area.  The contractor has begun the running of 3D seismic across the
      prospects in order to confirm the existence of the necessary reef structures.
      The 3D results on the first three prospects run indicate that the reef is
      present as predicted.  The remaining prospects are
      progressing.  It is anticipated that at least half of the 2D prospects
      will have a drillable reef and that each of the identified reefs
      will have approximately three well locations.  The AFE for the first
      well was approved in September and it is expected that the well will be drilled
      near the end of the fourth quarter 2007.  Typical total initial 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.


4


**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.








**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 $7,943 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 SEPTEMBER 30, 2007 TO THREE MONTHS ENDED SEPTEMBER 30,
      2006.**




The
      net
      loss of $66,560 for the three months ended September 30, 2007 decreased by
      $65,195 from the net loss of $131,755 for the three months ended September
      30,
      2006.  The decrease is primarily due to a decrease in stock based
      compensation partially offset by an increase in depreciation, depletion and
      amortization.. The increase in depletion, depreciation and amortization is
      due to an increase in the number of wells being depleted.




Pangea
      generated revenue from the participation in ongoing oil and gas wells in the
      amount of $10,490 for the three months ended September 30, 2007, compared to
      $14,978 in revenue for the three months ended September 30,
      2006.  This revenue decrease resulted from a decrease in
      production.  Total assets decreased to $233,616 at September 30, 2007
      compared to $558,361 at September 30, 2006.  This decrease is
      primarily reflected in an increase in oil and gas properties offset by the
      decrease in cash from $203 at September 30, 2007 compared to $71,997 at
      September 30, 2006.




5




Total
      liabilities at September 30, 2007 are $691,286 compared to $583,378 at September
      30, 2006.  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.







**COMPARISON
      OF****NINE****MONTHS
      ENDED********SEPTEMBER****30, 2007
      TO NINE MONTHS ENDED** **SEPTEMBER****30,****2006**







The
      net
      loss of $347,543 for the nine months ended September 30, 2007 decreased by
      $151,912 from the net loss of $499,455 for the nine months ended September
      30,
      2006. The decrease is primarily due to a decrease in stock based
      compensation partially offset by an increase in depreciation, depletion and
      amortization.






We
      generated revenue from the participation in ongoing oil and gas wells in the
      amount of $43,540 for the nine months ended September 30, 2007 compared $42,307
      in the nine months ended September 30, 2006. This revenue increase resulted
      from
      an increase in the number of wells.







**LIQUIDITY
      AND CAPITAL RESOURCES**





Our
      operating activities used cash in the amount of $29,424 for nine months
      ended September 30, 2007 related primarily to professional fees and expenses
      on
      producing wells. For the three months ended September 30, 2007, we were not
      able
      to generate positive cash flow from operations. However, we are generating
      revenue from thirty six wells. We have been unable to raise cash from 2007
      financing activities to fund investing activities in 2007. There was net cash
      used from financing activities of $6,981 at September 30, 2007 while there
      was
      $185,000 provided by financing activities at September 30, 2006. 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.








**OUTLOOK**





We
      have
      identified additional prospects scheduled for drilling in 2007 in Texas and
      Illinois.  In addition, we are monitoring additional activity
      in Henderson County, Wharton County, Fort Bend County and De Witt
      County, Texas and anticipate several prospects to be ready for drilling in
      Illinois and New York in 2008.





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 two well defined drilling prospects in the
      Trenton Black River and two leads identified in the Oriskany and Onandaga Reef
      sands.   Discussions are taking place with an offset operator
      with regard to joint drilling on two of the prospects.  Drilling plans
      have not yet been formulated and there will not be any drilling in
      2007. Pangea is evaluating options for proceeding with potential necessary
      investments, including farming out a portion of the interest in the initial
      phases.  It is expected that decisions on structure will be concluded
      during the 4th
      quarter.





Pangea
      has received additional information from the operator on the **Geneva
      Reef** project in **Illinois** that indicates that as many a
      six additional reef structures are present on surrounding acreage in the
      area.   At this point Pangea has funded approximately $40,000 for
      its share of the current six structures and will examine the new prospects
      and
      the costs associated with acquiring the rights to participate in the newly
      identified acreage.    It is expected that the Company will
      need to make an election to participate prior to the end of the 4th
      quarter.





**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 has a non-binding commitment to a 2% working
      interest and 1.54% net interest in the first well.  The drilling on
      this prospect has continued to experience delays due to surface lease and access
      problems.  At this point Pangea has not received an authorization for
      expenditure for approval, however, due to the extended delays in execution,
      Pangea has informed the operator that the Company will not participate in
      drilling this prospect.


6








Pangea
      is
      also evaluating the acquisition of existing producing reserves in Jim Wells
      and
      Jim Hogg counties in Texas, and Wayne County in Mississippi.  We have
      held numerous discussions with the operators that could lead to a purchase
      for
      cash and restricted stock for interests ranging from 3% to
      10%.  Pangea is attempting to pursue third party funding for the cash
      portions of the deals, in order to allow each of these deals to proceed to
      definitive discussion.  To date Pangea has been unable to obtain the
      necessary backing to complete these transactions and there are no definitive
      commitments from any of the parties and no cash obligation for Pangea on any
      of
      these deals.





We
      are
      actively reviewing additional prospects in Texas, Louisiana, Mississippi,
      Illinois and New York to add new wells to the prospect list.  We are
      continuing our strategy 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 will be heavily 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.





**ITEM
      3.  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-QSB such
      disclosure controls and procedures were 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. Our management
      and
      directors will continue to work with our auditors and other outside advisors
      to
      ensure that our controls and procedures are adequate and
      effective.




(b) Changes
                in internal control over financial
                reporting.





There
      has
      been no change in our internal control over financial reporting during the
      fiscal quarter covered by this report that has materially affected, or is
      reasonably likely to materially affect, our internal control over financial
      reporting.





**PART
      II – OTHER INFORMATION**




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









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






During
      our quarter ended September 30, 2007, 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 September 30, 2007, we issued 120,000 shares of
      restricted common stock to our Chief Financial Officer. We issued 2,602,619
      common shares registered on Form S8 to consultants and 100,000 restricted common
      shares to our independent director for services  We recognized total
      compensation expense of $16,936.




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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.


8





**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:
                November 14, 2007*Charles
                B.  Pollock,**Chairman
                of the Board and**Chief
                Executive Officer**By:
                /s/ Scott Duncan**Scott
                Duncan**Chief
                Financial Officer and**Principal
                Financial Officer*




9