SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

                            Commission File #0-30503

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

                                    COLORADO
         (State or other jurisdiction of incorporation or organization)

                                   76-0635938
                      (IRS Employer Identification Number)

                9801 Westheimer, Suite 302, Houston, Texas 77042
               (Address of principal executive offices)(Zip Code)

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



Check whether issuer (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 [ ]

The number of shares outstanding of common stock as of November 7, 2005 is shown
below:

Title of Class Number of Shares Outstanding Common Stock, $.001 par value per
share 218,216,342 shares

Documents Incorporated by Reference: None

                                                                               1
<PAGE>

                          PANGEA PETROLEUM CORPORATION
                                   FORM 10-QSB


                                Table of Contents

PART  I  -  FINANCIAL  INFORMATION

Item  1  -  Financial  Statements

Item  2  -  Management's  Discussion and Analysis or Plan of Operations

Item  3  -  Controls and Procedures


PART II  -  OTHER INFORMATION

Item  1  -  Legal Proceedings

Item  2  -  Unregistered Sales of Equity  Securities and Use of Proceeds

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

Item  6  -  Exhibits

SIGNATURES








                                                                               2
<PAGE>

                            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,
2004.

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.


                                                                               3

<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

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

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.

Pangea is 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 its 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 September 30,
2005, we reported a loss of $145,592 while a loss of $34,112 was reported for
the three months ended September 30, 2004.

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 third quarter of 2005, we reported $9,819 in revenue. This revenue is
from the interest in four producing wells.

During the quarter Pangea participated in the successful drilling of a 10,000'
Wilcox well in Colorado County, Texas. This project has been developed based on
3D seismic data and analysis of existing Wilcox formation in the area. Pangea
has a 2.0% working interest and a 1.5% net interest in the prospect. The well
encountered several attractive Wilcox, Yegua and Frio sands, based on wireline
log readings. The primary Wilcox sands were tested in October with an excellent
gas rate of 700 thousand cubic feet per day, however, excessive water production
required the operator to perform a remedial squeeze procedure. After squeezing,
the water rate was reduced substantially and the gas rate has only been able to
be re-established at 180 to 200 thousand cubic feet per day. The operator is
proceeding with further work designed to stimulate the higher initial production
rate and Pangea will advise when that occurs. In addition to the current well,
it is projected that one to three additional well locations can be developed to
produce the Yegua and Frio sands encountered in the first well. Review for those
locations is underway.

                                                                               4
<PAGE>

In this quarter, we sold our interest in the Panola County well to the operator.
Production declined which resulted in the operator proposing a workover. We did
not feel the workover was the preferable alternative or economically viable. The
sale included transfer of future abandonment liability as well as sale of the
rights to a recently proposed drilling location on the lease.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of the financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in accordance with generally accepted accounting principles in the United
States. The preparation of these financial statements requires 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 $8,413 has been recorded 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.

OIL AND GAS REVENUES

Oil and gas revenues are recorded under the sales method. We recognize oil and
gas revenues as production occurs. As a result, we accrue revenue relating to
production for which we have not received payment.

Since its inception, we have suffered recurring losses from operations and has
been dependent on existing stockholders and new investors to provide the cash
resources to sustain its operations.


COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2005 TO THREE MONTHS ENDED
SEPTEMBER 30, 2004.

                                                                               5

<PAGE>

The net loss of $145,592 for the three months ended September 30, 2005 increased
by $111,480 from the net loss of $34,112 for the three months ended September
30, 2004. Most of this difference results from a one time payment received from
a lawsuit settlement in 2004 that decreased the quarterly loss last year.
Excluding this non-recurring revenue, the net loss increased by $31,480. This
difference was due to annual meeting costs incurred in 2005 and to an increase
in stock based compensation. The 2004 results in stock based compensation
reflected a voluntary suspension of salary payments to executives in the second
half of 2004, which were re-instated in 2005.

Pangea generated revenue from the participation in ongoing oil and gas wells in
the amount of $9,819 for the three months ended September 30, 2005, compared to
$23,268 in revenue in the three months ended September 30, 2004. This revenue
decrease resulted from production problems from one of the key producing wells
during the 2nd quarter of 2005. Total assets increased to $289,601 at September
30, 2005 compared to $230,746 at December 31, 2004. This increase is primarily
reflected in an addition of prepaid expenses to $11,375 at September 30, 2005
and oil and gas properties (successful efforts method) which increased to
$201,256 at September 30, 2005 compared to $179,204 at December 31, 2004.

Total liabilities at September 30, 2005 are $539,476 compared to $485,030 at
December 31, 2004, which is an increase in total liabilities of $54,446. The
increase in liabilities is primarily due to accrued interest on notes payable.


COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2005 TO NINE MONTHS ENDED
SEPTEMBER 30, 2004.

The net loss of $245,575 for the nine months ended September 30, 2005 decreased
by $195,529 from the net loss of $441,104 for the nine months ended September
30, 2004. The large decrease is directly attributable to a decrease in dry hole
costs in 2005 versus 2004.

We generated revenue of $41,658 for the nine months ended September 30, 2005
compared $61,048 in the nine months ended September 30, 2004. This decrease in
revenue reflects a drop in production during the quarter that was partially
offset by slightly higher contract oil and gas prices in 2005 versus 2004. Total
assets increased to $289,601 at September 30, 2005 compared to $230,746 at
December 31, 2004. This is primarily reflected in an increase in cash to
$104,490 at September 30, 2005 compared to $54,457 at December 31, 2004 and the
increased value of oil and gas properties to $201,256 at September 30, 2005 from
$179,204 at December 31, 2004.


LIQUIDITY AND CAPITAL RESOURCES

Our operating activities used cash in the amount of $28,319 for the quarter
ended September 30, 2005 related primarily to professional fees and expenses on
producing wells. We are currently generating revenue from four wells but are not
able to generate positive cash flow from operations for the nine months ended
September 30, 2005. We utilized cash from financing activities to fund investing
activities in 2004. The net cash from financing activities decreased
year-to-date in 2005 to $100,404 from $201,000 at December 31, 2004. We intend
to continue investing in additional oil and gas projects but will need
additional private placements, debt financing or equity investment in order to
participate fully and at the levels we intend. There can be no assurance that
any of the plans developed will produce cash flows sufficient to ensure its
long-term viability.


OUTLOOK

Pangea has identified additional prospects scheduled for drilling in 2005 in
Henderson County Texas, Colorado County, Texas, Panola County, Texas and De Witt
County Texas. We are also in the process of evaluating several additional
prospects for 2005.

Henderson County, Texas is an 11,500' test in the Rodessa and Pettit with a
secondary objective in the Upper Travis Peak. The first well has the potential
to prove up 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 expects to have a 2% working interest and 1.54% net interest in the first
well. We are still evaluating the well and if participation is taken as
currently expected that drilling will not proceed until early 2006.

                                                                               6
<PAGE>

Colorado County, Texas is a 10,050' test of the Wilcox. This project has been
developed based on 3D seismic data and analysis of existing Wilcox formation in
the area. Pangea has a 2.0% working interest and a 1.5% net interest in the
prospect. The operator has prepared the well location and has contracted the
drilling rig. The well is currently scheduled to be drilled in December with
completion likely in early 2006.

Colorado County, Texas is a 5,000' test of the Frio. This project has been
developed based on 3D seismic data and analysis that shows at least two Frio
objectives in the area. Pangea has a 3.0% working interest and a 2.25% net
interest in the prospect. The well also has several potential additional
locations in the Frio if the first well is successful.
 The well is ready to drill and the drilling contractor indicates that the well
should be drilled prior to the end of 2005.

De Witt County, Texas is a 4800' test of several stacked Yegua objectives
identified by 3D seismic data. The prospect is on trend with existing Yegua
production and there is considerable shallow Frio and Miocene production that
appears in the area. Two recent 3D wells to the south back up the seismic
analysis on the prospect, and if successful, the lease could provide a follow-up
location. Pangea has committed to a 6.67% working interest and a 5% net interest
in the prospect. It is expected that rig availability will allow this well to be
drilled in the fourth quarter 2005.

Pangea is actively reviewing additional prospects in Texas and Louisiana 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, Pangea
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.

Charles B. Pollock, our Chief Executive Officer, and Scott Duncan, our Chief
Financial Officer, have concluded that our disclosure controls and procedures
are appropriate and effective. They have evaluated these controls and procedures
as of the end of the period covered by this report on Form 10-QSB. There were no
significant changes in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation,
including any corrective actions with regard to significant deficiencies and
material weaknesses.


                           PART II - OTHER INFORMATION

Pursuant to the Instructions on Part II of the Form 10-QSB, Items3, and 5 are
omitted.

ITEM 1.  LEGAL PROCEDINGS

On May 7, 2004, the Company was awarded $158,000.00 in its arbitration claim
against Clay Exploration, Inc. and Joseph W. Shunta pertaining to a well
interest in Duval County, Texas. On September 8, 2004, Pangea entered into a
settlement agreement with Clay Exploration whereby Clay agreed to pay Pangea
$80,000 and release Pangea from any claims, in exchange for a full release from
Pangea. The amount was paid in the 3rd quarter 2004. Pangea has entered into two
Forbearance Agreements with Joseph W. Shunta. The first agreement was executed
in December 2004 and provided a payment period from January 2005 to June 2005.
The second signed Forbearance Agreement is dated March 23, 2005 and extends the
payment period to December 2005. Mr. Shunta agreed to withdraw an appeal of the
judgment confirming the award, allowing the judgment to become final. He also
agreed to pay $2,000 per month for the 12 month period while he arranges to pay
the balance of the judgment. In exchange, Pangea agreed to refrain from
executing property liens filed by Pangea on Mr. Shunta's real estate holdings
during the Forbearance period. In addition, Pangea has agreed to release liens
so that Mr. Shunta could sell two of the properties that had negative cash flow
and no net asset value in exchange for an additional $2,000 payment. Pangea is
continuing to work with Mr. Shunta to fully satisfy the entire claim amount. As
of November 7, 2005 $8000 has been paid by Mr. Shunta; however, at this time it
is uncertain as to whether the full amount of the settlement due will be
collected.

                                                                               7
<PAGE>

As of the date hereof, Pangea is not a party to any further legal proceedings,
and none are known to be contemplated against Pangea.



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

During our quarter ended September 30, 2005, 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, 2005, we issued 8,300,000 shares
under a re-priced warrant exercise agreement, which included the issuance of
3,700,000 shares for exercise of warrants for $72,000. A total of 15,423,816
shares of common stock were issued to two employees and two outside consultants
and recognized total compensation expense of $88,600.

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

Pangea Petroleum held it's Stockholder Meeting on July 20, 2005 at the our
corporate offices located at 9801 Westheimer, Suite 302, Houston, Texas 77042 at
2:00 PM.

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

Votes representing 158,988,071 shares of Common Stock were cast and the
following persons received the number of votes set opposite their respective
names, to wit:

                              FOR          WITHHELD
Charles B. Pollock       156,208,621      2,779,450
Mark F. Weller           156,302,256      2,685,815
Edward R. Skaggs         156,356,256      2,631,815

Our Stockholders voted to ratify the appointment of the Board of Director's
selection of Ham, Langston & Brezina to serve as the Corporation's independent
public accountants for the fiscal year ending December 31, 2005 and for
subsequent financial statements until their successors have been duly qualified.
Votes representing 158,362,266 shares were cast For and 557,105 shares were cast
Against and 68,700 shares Abstained from voting on the approval of Ham, Langston
and Brezina as independent public accountants for the Corporation for the year
2003.

Votes representing 151,402,611 shares were cast For and 7,544,160 shares were
cast Against and 41,300 shares Abstained from voting on the approval the
amendment to the Articles of Incorporation to increase the number of authorized
shares from 210,000,000 shares to 510,000,000 shares.

Votes representing 94,833,606 shares were cast For and 5,990,140 shares were
cast Against and 15,516,438 shares Abstained from voting on the resolution to
approve the Equity Compensation Plan.


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.

                                                                               8
<PAGE>

     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.




























                                                                               9

<PAGE>

SIGNATURES

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


      PANGEA PETROLEUM CORPORATION


       By:  /s/ Charles B.  Pollock                     Date: November 11, 2005
            -----------------------------
            Charles B.  Pollock,
            Chairman of the Board and
            Chief Executive Officer














                                                                              10


<PAGE>

















                          PANGEA PETROLEUM CORPORATION
                                   ----------





              UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
     for the three months and nine months ended September 30, 2005 and 2004























                                      F-1

<PAGE>

                          PANGEA PETROLEUM CORPORATION
                                TABLE OF CONTENTS
                                   ----------



<TABLE>
<CAPTION>
                                                                                      Page
                                                                                      ----
<S>                                                                                  <C>
Unaudited Consolidated Condensed Financial Statements:

  Consolidated Condensed Balance Sheets as of September 30, 2005
    and December 31, 2004                                                              F-3

  Unaudited Consolidated Condensed Statements of Operations for the three months
    and nine months ended September 30, 2005
    and 2004                                                                           F-4

  Unaudited Consolidated Condensed Statements of Stockholders'
    Equity for the nine months ended September 30, 2005                                F-5

  Unaudited Consolidated Condensed Statements of Cash Flows
    for the nine months ended September 30, 2005 and 2004                              F-6

Notes to Unaudited Consolidated Condensed Financial Statements                         F-7
</TABLE>







                                       F-2

<PAGE>

                          PANGEA PETROLEUM CORPORATION
                 UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET
                    September 30, 2005 and December 31, 2004
                                   ----------

<TABLE>
<CAPTION>
                                                                     September 30,       December 31,
                                                                        2005                 2004
     ASSETS                                                          (Unaudited)            (Note)
                                                                     -----------         -----------
Current assets:
<S>                                                                  <C>                 <C>
  Cash                                                               $   104,490         $    54,457
  Accounts receivable                                                      8,460              10,877
  Payroll taxes refundable                                                 9,879               9,879
  Prepaid expenses                                                        11,375                -
                                                                     -----------         -----------

    Total current assets                                                 134,204              75,213
                                                                     -----------         -----------
Property and equipment:
  Oil and gas properties (successful efforts method)                     201,256             179,204
  Other property and equipment                                            18,174              18,174
  Less accumulated depletion, depreciation and amortization              (64,033)            (41,845)
                                                                     -----------         -----------

    Net property and equipment                                           155,397             155,533
                                                                     -----------         -----------

      Total assets                                                   $   289,601         $   230,746
                                                                     ===========         ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                                   $     3,505         $     2,138
  Accrued liabilities                                                     97,505              44,426
  Notes payable to related parties                                       430,053             415,053
                                                                     -----------         -----------

    Total current liabilities                                            531,063             461,617

Obligation for dismantlement and disposal activities                       8,413               8,413

Notes payable to related parties, net of current portion                    -                 15,000
                                                                     -----------         -----------

    Total liabilities                                                    539,476             485,030
                                                                     -----------         -----------
Commitments and contingencies

Stockholders' deficit:
  Preferred stock: $.001 par value; 10,000,000 shares authorized            -                   -
  Common stock: $.001 par value; 500,000,000 shares authorized;
    208,743,662 and 175,694,413 shares issued and outstanding at
    September 30, 2005 and December 31, 2004, respectively               208,743             175,694
  Additional paid-in capital                                          16,829,674          16,614,739
  Unissued common stock: 1,440,500 shares                                192,833             192,833
  Deferred compensation                                                     -                 (2,000)
  Accumulated deficit                                                (17,481,125)        (17,235,550)
                                                                     -----------         ------------

    Total stockholders' deficit                                         (249,875)           (254,284)
                                                                     ------------        -----------

      Total liabilities and stockholders' deficit                    $   289,601         $   230,746
                                                                     ============        ===========
</TABLE>

Note: The balance sheet at December 31, 2004 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.


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

                                       F-3
<PAGE>

                          PANGEA PETROLEUM CORPORATION
            UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
     for the three months and nine months ended September 30, 2005 and 2004
                                   ----------


<TABLE>
<CAPTION>
                                                              Three Months Ended               Nine Months Ended
                                                                September 30,                     September 30,
                                                              2005            2004             2005             2004
                                                           -----------     ----------       -----------     -----------
<S>                                                        <C>             <C>              <C>             <C>
Revenue                                                    $     9,819     $   23,268       $    41,658     $    61,048
                                                           -----------     ----------       -----------     -----------
Costs and expenses:
  Lease operating expenses                                       4,044          2,276             7,095           5,632
  Production taxes                                                 513          1,470             3,810           4,432
  Selling, general and administrative,
    excluding stock-based compensation                          54,285         22,697            99,030         119,606
  Stock based compensation                                      88,600         95,394           126,680         314,973
  Depreciation, depletion and amortization                      (3,858)         3,743            22,189           9,893
  Dry hole costs                                                  -               -             -               105,909
                                                           -----------     ----------    -----------        -----------

    Total costs and expenses                                   143,584        125,580           258,804         560,445
                                                           -----------     ----------       -----------     -----------

Loss from operations                                          (133,765)      (102,312))        (217,146)       (499,397)
                                                           -----------     -----------      -----------     -----------
Other income and (expenses):
  Interest income                                                 -               -                -              6,104
  Other income                                                    -            80,000             8,000          82,500
  Interest expense                                             (11,827)       (11,800)          (36,429)        (30,311)
                                                           -----------     ----------       -----------     -----------

    Total other income and (expenses), net                      11,827)        68,200           (28,429)         58,293
                                                           -----------     ----------       -----------     -----------

        Net loss                                           $  (145,592)    $  (34,112)      $  (245,575)    $  (441,104)
                                                           ===========     ==========       ===========     ===========

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

Weighted average common shares                             193,569,248     166,335,589      185,014,801     149,244,983
                                                           ===========     ===========      ============    ===========
</TABLE>


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

                                       F-4

<PAGE>

                          PANGEA PETROLEUM CORPORATION
       UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIT
                  for the nine months ended September 30, 2005
                                   ----------

<TABLE>
<CAPTION>

                                                                         Additional        Unissued
                                               Common Stock               Paid-In           Common
                                          Shares          Amount          Capital           Stock
                                       -----------     ------------     ------------     ------------
<S>                                    <C>             <C>              <C>              <C>
Balance at December 31, 2004           175,694,413     $    175,694     $ 16,614,739     $    192,833

Common stock issued for cash            15,785,000           15,785           81,215             --

Common stock issued to compensate
  employees and consultants             15,423,816           15,424          112,656             --

Common stock issued for exercise
  of warrants                              340,433              340            3,064             --

Common stock issued for profes-
  sional fees                            1,500,000            1,500           18,000             --

Net loss                                      --               --               --               --
                                       -----------     ------------     ------------     ------------
Balance at September 30, 2005          208,743,662     $    208,743     $ 16,829,674     $    192,833
                                       ===========     ============     ============     ============
</TABLE>

<TABLE>
<CAPTION>
                                                                                  Total
                                                                              Stockholders'
                                           Accumulated         Deferred           Equity
                                             Deficit         Compensation        (Deficit)
                                           ------------      -------------     ------------
<S>                                        <C>               <C>               <C>
Balance at December 31, 2004               $(17,235,550)     $     (2,000)     $   (254,284)

Common stock issued for cash                       --                --              97,000

Common stock issued to compensate
  employees and consultants                        --               2,000           130,080

Common stock issued for exercise
  of warrants                                      --                --               3,404

Common stock issued for profes-
  sional fees                                      --                --              19,500

Net loss                                       (245,575)             --            (245,575)
                                           ------------      -------------     ------------
Balance at September 30, 2005              $(17,481,125)             --        $   (249,875)
                                           ============      =============     ============
</TABLE>



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

                                       F-5

<PAGE>

                          PANGEA PETROLEUM CORPORATION
                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
              for the nine months ended September 30, 2005 and 2004
                                   ----------


                                                        2005           2004
                                                     ---------      ---------
Cash flows from operating activities:
  Net loss                                           $(245,575)     $(441,104)
  Adjustments to reconcile net loss to net cash
    used in operating activities                       217,256        462,367
                                                     ---------      ---------

      Net cash used in operating activities            (28,319)        21,263
                                                     ---------      ---------

Cash flows from investing activities:
  Capital and exploratory expenditures                 (22,052)      (165,893)
                                                     ---------      ---------

      Net cash used in investing activities            (22,052)      (165,893)
                                                     ---------      ---------

Cash flows from financing activities:
  Proceeds from the sale of common stock               100,404        186,000
  Proceeds from notes payable to related parties          --           15,000
                                                     ---------      ---------

      Net cash provided by financing activities        100,404        201,000
                                                     ---------      ---------

Net increase in cash and cash equivalents               50,033         56,370

Cash and cash equivalents at beginning of period        54,457          1,890
                                                     ---------      ---------

Cash and cash equivalents at end of period           $ 104,490      $  58,260
                                                     =========      =========














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

                                       F-6

<PAGE>

                          PANGEA PETROLEUM CORPORATION
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   ----------

1.     Organization and Significant Accounting Policies

       Organization

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

2.     Accounting Estimates

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

3.     Interim Financial Statements

       The accompanying unaudited consolidated financial statements have been
       prepared in accordance with generally accepted accounting principles for
       interim financial information and with the instructions to Form 10-QSB
       and Article 10 of Regulation S-B. Accordingly, they do not include all of
       the information and footnotes required by generally accepted accounting
       principles for complete financial statements. In the opinion of
       management, all adjustments (consisting of normal recurring accruals)
       considered necessary for a fair presentation have been included.
       Operating results for the three month and nine month periods ended
       September 30, 2005 and 2004 are not necessarily indicative of the results
       that may be expected for the respective full years.

       A summary of the Company's significant accounting policies and other
       information necessary to understand these consolidated interim financial
       statements is presented in the Company's audited financial statements
       included in Form 10-KSB for the years ended December 31, 2004 and 2003.
       Accordingly, the Company's audited financial statements should be read in
       connection with these financial statements.

4.     Going Concern Considerations

       Since its inception, the Company has suffered recurring losses from
       operations and has been dependent on existing stockholders and new
       investors to provide the cash resources to sustain its operations. During
       the nine months ended September 30, 2005 and 2004, the Company reported
       net losses of $245,575 and $441,104 respectively.

       Continuing negative operating results produced a working capital deficit
       of $396,859 as of September 30, 2005.

       The Company developed a multi-step plan and during 2003 and 2004 took
       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 the Company's common stock,
       additional oil and gas property acquisitions and/or exploration efforts,
       and efforts to raise additional debt financing or equity investments.
       There can be no assurance that any of the plans developed by the Company
       will produce cash flows sufficient to ensure its long-term viability as a
       going concern.

                                      F-7
<PAGE>

                          PANGEA PETROLEUM CORPORATION
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   ----------

4.     Going Concern Considerations, continued

       The Company's long-term viability as a going concern is dependent on
       certain key factors, as follows:

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

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

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

5.    Income Taxes

       The Company has incurred losses since its inception and, therefore, has
       not been subject to federal income taxes. As of September 30, 2005, the
       Company had net operating loss ("NOL") carryforwards for income tax
       purposes of approximately $6,472,000 which expire in various tax years
       through 2024. Under the provisions of Section 382 of the Internal Revenue
       Code, the net operating loss carryforwards attributable to a former
       subsidiary and other losses incurred prior to the ownership change in the
       Company when it recapitalized in 2000 will severely limit the Company's
       ability to utilize its NOL carryforward to reduce future taxable income
       and related tax liabilities. Additionally, because United States tax laws
       limit the time during which NOL carryforwards may be applied against
       future taxable income, the Company will be unable to take full advantage
       of a substantial portion of its NOL for federal income tax purposes
       should the Company generate taxable income.

       The difference between the income tax benefit in the accompanying
       statement of operations and the amount that would result if the U.S.
       federal statutory rate of 34% were applied to pre-tax loss for the nine
       months ended September 30, 2005 and 2004 relates primarily to increases
       in the valuation allowances for deferred tax assets related to net
       operating losses and non deductible stock based compensation.

6.     Stockholders' Equity

       During the nine months ended September 30, 2005, the Company engaged in
       various transactions affecting stockholders' equity, as follows:

            o     Issued 2,785,000 shares of common stock to individuals under
                  private placement agreements and received total proceeds of
                  $25,000. In connection with the issuance of 2,285,000 shares,
                  the Company also issued 1,370,000 five-year warrants to
                  acquire shares of the Company's common stock at $0.007 per
                  share.

            o     Issued 8,300,000 shares under a re-priced warrant agreement,
                  which included the issuance of 3,700,000 shares for exercise
                  of the warrants for cash for $72,000.

            o     Issued 340,433 shares of common stock for $3,404 upon exercise
                  of stock warrants.

            o     Issued 15,423,816 shares of common stock to employees and
                  recognized compensation expense of $88,600.

            o     Issued 1,000,000 shares of common stock to related party
                  consultants and recognized consulting expense of $10,000.

            o     Issued 1,500,000 shares of common stock to outside consultants
                  and recognized consulting expense of $8,126 and recorded
                  prepaid expenses of $11,374.

                                       F-8

<PAGE>

                          PANGEA PETROLEUM CORPORATION
         NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   ----------

7.     Related Party Transactions

       During the nine months ended September 30, 2005, the Company issued
       1,000,000 shares of common stock and recognized consulting fees of
       $10,000 under consulting agreements with stockholders to provide
       record-keeping and other administrative services

       In addition to the transactions and balances described above, the Company
       has various related party notes payable at September 30, 2005 totaling
       $430,053 and related accrued interest of $79,524.

8.     Non Employee Director Compensation

       Effective July 1, 2005, the Company's board of directors approved
       compensation for non employee directors of 100,000 common shares per
       quarter and 100,000 common shares per meeting. Also the board approved
       compensation for non board member officers who participate in the board
       meetings of 100,000 common shares per meeting. During the nine months
       ended September 30, 2005, the Company issued 300,000 shares valued at
       $3,000.














                                       F-9