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

                                   FORM 10-K
(MARK ONE)

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

                  For the fiscal year ended December 31, 2008


[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
        SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from        to

                         Commission file number 0-30503
                                                -------

                             PANGEA PETROLEUM CORP.
                 (Name of small business issuer in its charter)

               Colorado                              76-0635938
         (State or other jurisdiction of    (I.R.S. Employer Identification No.)
           incorporation or organization)

3600 Gessner, Suite 220, Houston, Texas                77063
     (Address of principal executive offices)       (Zip Code)

                   Issuer's telephone number:  (281) 710-7103

      Securities registered under Section 12(B) of the Exchange Act: None

         Securities registered under Section 12(G) of the Exchange Act:

                    Common  Stock, par value $.001 per share
                    ---------------------------------------
                                (Title of Class)
<PAGE>
     Indicate  by  check mark if the registrant is a well-known seasoned issuer,
as  defined  in  Rule  405  of  the  Securities  Act.  Yes  [ ]   No [X]

Indicate  by  check  mark  if  the  registrant  is  not required to file reports
pursuant  to Section 13 or Section 15(d)  of  the Exchange Act.  Yes  []  No [X]

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

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405  of  Regulation  S-K ( 229.405 of this chapter) is not contained herein, and
will  not  be  contained,  to  the best of registrant's knowledge, in definitive
proxy  or  information  statements incorporated by reference in Part III of this
Form  10-K  or  any  amendment  to  this  Form  10-K. [ ]

     Indicate by check mark whether the registrant is a large accelerated filer,
an  accelerated  filer, a non-accelerated filer, or a smaller reporting company.
See  the  definitions  of  "large  accelerated  filer,"  "accelerated filer" and
"smaller  reporting  company"  in  Rule  12b-2  of  the  Exchange  Act.

Large accelerated filer     [ ]                  Accelerated filer [ ]

Non-accelerated filer       [ ]                  Smaller reporting company [X]
(Do  not  check  if  smaller  reporting  company)

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Act)  Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity held
by  non-affiliates computed by reference to the price at which the common equity
was  last  sold, or the average bid and asked price of such common equity, as of
the  last  business day of the registrant's most recently computed second fiscal
quarter:  $1,033,247

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  the  latest practicable date:  390,499,544 as of April 16, 2009

                      DOCUMENTS INCORPORATED BY REFERENCE

None.

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     1

              CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

This  Annual  Report on Form 10-K includes forward-looking statements within the
meaning  of  Section  27A of the Securities Act of 1933, as amended, and Section
21E  of  the  Securities  Exchange Act of 1934, as amended.  We have based these
forward-looking  statements  on  our  current expectations and projections about
future  events.  These  forward-looking  statements  are  subject  to  known and
unknown  risks, uncertainties and assumptions about us that may cause our actual
results,  levels  of  activity,  performance  or  achievements  to be materially
different  from  any  future  results,  levels  of  activity,  performance  or
achievements  expressed  or implied by such forward-looking statements.  In some
cases, you can identify forward-looking statements by terminology such as "may,"
"will,"  "should,"  "could," "would," "expect," "plan," "anticipate," "believe,"
"estimate,"  "continue,"  or  the  negative  of  such  terms  or  other  similar
expressions.  Factors  that  might  cause  or  contribute  to such a discrepancy
include,  but  are not limited to, those described in this Annual Report on Form
10-K  and  in  our  other  Securities  and  Exchange  Commission  filings.

                                     PART I
ITEM  1.  BUSINESS.

                                 RECENT EVENTS

     Our  company,  Pangea  Petroleum  Corp., is a Colorado corporation that was
organized  on March 11, 1997.  In recent years, we have conducted business as an
independent  energy  company  focused  on exploration and development of oil and
natural  gas  reserves.  For  reasons  given  hereinafter,  we  have  adopted  a
significant  change  in  our  corporate direction.  We have decided to focus our
efforts on acquiring aviation related businesses and developing these businesses
to  their  commercial  potential.

     In connection with the change in our business focus, we have undertaken the
following  activities:

     *     We entered into a Share Exchange Agreement fully executed on February
20,  2009  (the  "Exchange  Agreement")  by  and  between us and AvStar Aviation
Services,  Inc.  ("AvStar"),  providing  for  our  acquisition  of  all  of  the
outstanding  common  stock  in  San  Diego Airmotive ("SDA"), which (through its
predecessor  entity) has been providing maintenance, repair and overhaul ("MRO")
services  in  California since 1987.  For more information about the business of
SDA,  see  "Our  New  Business"  below.  In connection with this acquisition, we
issued  to AvStar, the prior owner of SDA, 1,000,000 shares of our newly-created
series  A  preferred stock ("Series A Preferred Stock"), which shares constitute
in  the  aggregate approximately 90% of outstanding economic interest and voting
power  in  us.

     *     We  expanded our Board of Directors from one member to a current
number of four  members and elected Henry A. Schulle, Gregory H. Noble, James H.
Short and Russell  Ivy  to  fill  the current Board seats.  For more information
about our directors, see "Item  10.  Directors,  Executive  Officers, Promoters,
Control Persons  and Corporate Governance; Compliance With Section 16(a) of the
Exchange Act"  below.

     *     All of our then serving officers resigned, and we elected a new slate
of  officers,  who  currently  include  the  following  persons  in  the offices
indicated  to  the  right  of  their  respective  names:


                                       3
<PAGE>

Russell Ivy                 Chief Executive Officer & President
Greg Noble                  Vice President &  Treasurer
Henry A. Schulle            Vice President & Secretary
Robert Wilson               Vice President & Chief Financial Officer

     For  more  information  about  our  officers, see "Item 10. Directors,
Executive  Officers,  Promoters,  Control  Persons  and  Corporate  Governance;
Compliance  With  Section  16(a)  of  the  Exchange  Act"  below.

     We are currently exploring the amendment and restatement of our Articles of
Incorporation  to  change our corporate name to "AvStar Aviation Group, Inc." to
reflect our new business focus, and to change our capital structure by effecting
a  one-for-100  reverse  split  of  our  common  stock  to  improve  our capital
structure.  There  can  be  no  assurance that our shareholders will approve the
preceding  amendment  and  restatement  of  our  Articles  of  Incorporation.

     Prior  to  the  consummation  of  the  Exchange,  there  were  no  material
relationships  between  us,  and  our  former  officers,  directors, affiliates,
associates or shareholders, and AvStar, and its officers, directors, affiliates,
associates  or  shareholders.

                                OUR NEW BUSINESS

                                    GENERAL

     Our new business plan is to acquire, consolidate and grow businesses in the
general  aviation industry.  We will place our initial focus on the maintenance,
repair  and  overhaul  (MRO) of aircraft providing products and services for the
general aviation sector.  We believe that since September 11, 2001, both private
air  transportation  and  the  number  of aircraft owned by both individuals and
business  have  dramatically  increased.  Each  of these sectors, in addition to
routine  maintenance,  has  mandated a number of inspections by the FAA that are
commonly  included  in  traditional  MRO  services.

     Our  recently  acquired,  wholly  owned  subsidiary,  San  Diego  Airmotive
("SDA"),  has  been  operating  (through  its  predecessor entity) as an MRO for
approximately  19  years.  SDA historically provided MRO services for single and
multi-engine  aircraft.  As  capital  is  available to us, we intend to grow our
business  through  the  expansion  of  our  existing  MRO business as well as by
acquisitions  of existing MRO's, fixed base operations (FBO), charter operations
and  other  operational  aircraft  related  businesses.

SERVICES

     Through  SDA,  we  now  offer  our  customers the following major services:

     -     Annual  and  100  hour  FAA  (Federal  Aviation  Administration)
           inspections,
     -     Depot level maintenance which means all service, maintenance, repair,
           rebuilding and inspections of light to medium single and multi-engine
           aircraft,
     -     Maintenance  on  business  jet  aircraft,
     -     FAA  mandated  phase  inspections  for  turbine  airframes,
     -     Engine  and  propeller  maintenance  for  piston and turbine engines,
     -     Airframe  and  sheet  metal  repair,
     -     Crash  damage  repairs,
     -     Pre-purchase  inspections,
     -     Installation  of  STC  (supplemental  type  certificate)  approved
           accessory  items,
     -     FAA  field  approvals  for  minor  to  major  modifications,  and
     -     Special  flight  permits,  also know  as ferry permits, issued by the
           FAA Flight  Standards District Office which permit the transport of
           an aircraft that may  not  currently  meet  all  the applicable
           airworthiness requirements but is capable  of  safe  flight  from
           one  location to another, and other FAA matters including  the
           acquisition  of replacement aircraft documents and assisting FAA
           inspectors  in  accident  investigations  as  may  be  specifically
           requested.

                                       4
<PAGE>

LOCATION

     SDA's  operations  are  located in Southern California.  It leases a 13,000
square foot hangar facility and 800 square feet of furnished office space, along
with  outside  storage  space  with  tie-down  facilitates  at the French Valley
Airport  in Southwest Riverside County, adjacent to the communities of Temecula,
Murrieta  and Winchester.  The airport is conveniently located to major highways
and  nearby  high-tech  and  manufacturing  business  and its 6,000-foot runway,
wide-open  approaches  and  ground  support  services  accommodate most aircraft
including  jets  and  turbo-props.  SDA moved its operations to this location in
August  2006  from  its original location at the Ramona Municipal Airport in San
Diego  County to take advantage of a more favorable location, with larger hangar
space,  at  a  growing airport with the infrastructure to handles small to large
corporate  jets.

CUSTOMER  BASE

     SDA has a diverse customer base and its customers typically include private
individuals,  corporations,  and  governmental units.  Its current customer base
includes  over  500  accounts  with  approximately 315 considered active, and no
single  customer  accounts  for  more  than  5%  of  our  total  revenue.

COMPETITION

     The  market  for SDA's products and services are extremely competitive, and
SDA  faces  competition  from  a  number  of sources.  SDA's competitors include
aircraft  service  companies  and  other  companies providing MRO services.  Its
primary  competitors  include  Aircrafters  and  Air Mech, Inc.  We believe that
SDA's  experienced staff, facility amenities, scope of services, availability of
parts,  and  focus  on customer service increase SDA's competitiveness.  Most of
SDA's  competitors,  however,  have  substantially  greater  financial and other
resources  than  are  available to us.  We cannot assure anyone that competitive
pressures  will  not  materially  adversely  affect  our  business,  financial
conditions  or results of operations or that we will ever attain any competitive
position  within  our  market.

GOVERNMENT  REGULATION

     The  aviation industry in the United States is highly regulated by the FAA.
The  FAA  regulates  the  manufacture,  repair and operation of all aircraft and
aircraft  equipment operated in the United States.  FAA regulations are designed
to  ensure  that all aircraft and aircraft equipment are continuously maintained
in proper condition to ensure safe operation of the aircraft.  All aircraft must
be  maintained  under  a  continuous  condition-monitoring  program  and  must
periodically  undergo  thorough  inspection  and  maintenance.  The  inspection,
maintenance and repair procedures for the various types of aircraft and aircraft
equipment  are prescribed by regulatory authorities and can be performed only by
certified  repair  facilities  using  certified  technicians.

     SDA  is  an  approved  Federal Aviation Administration FAR Part 145 general
aviation  maintenance  repair  station that performs service and repair for most
single  and  multiengine aircraft through business jets.  It is now pursuing two
factory-authorized maintenance facility for two major OEMs.  We are approved for
providing  maintenance  and  repair  services on Jet aircraft including Raytheon
B-200,  Premiere  1,  Lear  55  and  31,  and  Westwind  Aircraft.


                                       5
<PAGE>

     SDA's  operations  are  also  subject  to a variety of worker and community
safety  laws.  The  Occupational Safety and Health Act ("OSHA") mandates general
requirements  for  safe workplaces for all employees.  Specific safety standards
have  been adopted for workplaces engaged in the treatment, disposal and storage
of hazardous waste.  SDA is also subject to various environmental laws including
the  Comprehensive  Environmental  Response,  Compensation  and Liability Act of
1980,  the  Clean  Air Act, the Federal Water Pollution Control Act of 1972, the
Solid  Waste  Disposal  Act, the Federal Resource Conservation and Recovery Act,
the  Toxic  Substances  Control  Act,  the  Emergency  Planning  and  Community
Right-to-Know  Act,  the  California Hazardous Waste Control Law, the California
Solid  Waste  Management,  Resource,  Recovery and Recycling Act, the California
Water  Code  and  the  California  Health  and  Safety  Code.

     We believe that our operations are in material compliance with all of these
laws,  rules  and  regulations.

PRODUCT  LIABILITY

     Our new business exposes it to possible claims for personal injury or death
that  may result from the failure of an aircraft or an aircraft part repaired or
maintained  by  us  or  from  our  negligence in the repair or maintenance of an
aircraft  or  aircraft  part.  While we maintain what we believes to be adequate
liability  insurance  to  protect  us from claims of this type, we cannot assure
anyone  that  claims  will  not  arise  in  the future that may exceed available
coverages  or that our insurance coverage will be adequate.  Additionally, there
are  no  assurances that insurance coverages will be maintained in the future at
an  acceptable cost.  Any liability of this type that is not covered by adequate
insurance  could  materially  adversely  affect  our  business  and  operations.

EMPLOYEES

     As  of  May  11,  2009  we  had  eight  full-time  employees.

                            OUR HISTORICAL BUSINESS

     Our  historical business involves the exploration and production of oil and
gas.  The  importance  of this segment of business to our business as a whole is
greatly diminished.  Management is currently exploring options for the future of
this  business,  which  may  include  a  sale  of  it  or  a  spin-off  of it to
shareholders,  so  that  management  can  devote its entire attention to our new
business.

ITEM 1A.  RISK FACTORS.

     An  investment  in  shares  of  our  common stock is highly speculative and
involves  a  high degree of risk. You should carefully consider all of the risks
discussed  below,  as  well  as  the  other information contained in this Annual
Report.  If any of the following risks develop into actual events, our business,
financial  condition  or  results  of  operations  could be materially adversely
affected  and  the  trading  price  of  our  common  stock  could  decline.

                                       6
<PAGE>

                         RISKS RELATING TO OUR BUSINESS
                         ------------------------------

WE HAVE LIMITED HISTORY OF OPERATIONS AND WE CANNOT ASSURE YOU THAT OUR BUSINESS
MODEL  WILL  BE  SUCCESSFUL  IN  THE  FUTURE  OR  THAT  OUR  OPERATIONS  WILL BE
PROFITABLE.

     We  have  our business focus near the end of February 2009 when we acquired
the  operations  of  San  Diego  Airmotive  ("SDA").  Although  SDA (through its
predecessor entity) has been providing maintenance, repair and overhaul services
in California since 1987, we are essentially new to this business.  Accordingly,
investors  have  a  limited  history  of  operations  upon which to evaluate our
business.  There  can  be  no  assurances  whatsoever  that  we  will be able to
successfully  implement  our  business model, identify and close acquisitions of
operating companies, penetrate our target markets or attain a wide following for
our  services.  We  are  subject  to  all  the  risks inherent in an early stage
enterprise  which  has  experienced  rapid  growth  through acquisitions and our
prospects  must  be considered in light of the numerous risks, expenses, delays,
problems  and  difficulties  frequently  encountered  in  those  businesses.

WE  HAVE  HAD  A HISTORY OF LOSSES, AND WE HAVE A WORKING CAPITAL DEFICIT AND AN
ACCUMULATED  DEFICIT.  WE  MAY  NEVER  REPORT  PROFITABLE  OPERATIONS.

     We  have  incurred  net  losses  since  our inception, and we had a working
capital  deficit  of  approximately  $138,439,  an  accumulated  deficit  of
approximately  $19,504,879,  and our total liabilities exceeded our total assets
by  $617,476,  all  as  of December 31, 2008.  There can be no assurance that we
will  become  profitable.  Our new business has had a history of losses as well.
Unless  we  are able to raise additional capital to fund our operating expenses,
pay  our obligations as they become due and implement our business model, we may
not  be  able  to  continue  as  a  going  concern,  and  we  could be forced to
discontinue  some  or  all  of  our  operations  if our capital resources become
exhausted  by  losses  or  expenditures.

OUR AUDITOR HAS GIVEN TO US A "GOING CONCERN" QUALIFICATION, WHICH QUESTIONS OUR
ABILITY  TO  CONTINUE  AS  A  GOING  CONCERN  WITHOUT  ADDITIONAL  FINANCING.

     Our independent certified public accountant has added an emphasis paragraph
to  its  report  on  our  consolidated  financial  statements for the year ended
December  31,  2008 regarding our ability to continue as a going concern. Key to
this  determination is our historical losses of $312,682 in 2008 and $402,979 in
2007.  Management plans to try to fund our company partially through the raising
of  capital  through  the  sale  of  our equity instruments or issuance of debt,
although  there  can  be  no  assurance  of  success  in  this regard. Moreover,
management plans on additional revenues from operations from our new business as
a  source  to  finance  our  company, although there can be no assurance of that
these revenues will materialize at the expected rates. There can be no assurance
that we will be successful in achieving these objectives, becoming profitable or
continuing  our  business without either a temporary interruption or a permanent
cessation.

                                       7
<PAGE>



WE  MAY  BE  UNABLE TO OBTAIN ADDITIONAL CAPITAL WHEN NECESSARY OR ON TERMS THAT
ARE  ACCEPTABLE  TO  US,  IF  AT ALL. IF WE ARE SUCCESSFUL IN RAISING ADDITIONAL
CAPITAL  AS  NECESSARY, THESE ADDITIONAL FINANCING TRANSACTIONS WILL BE DILUTIVE
TO  OUR  SHAREHOLDERS  AND  COULD  INCREASE  OUR  INTEREST  EXPENSE.

     We  expect  that  we  will  need  significant  additional cash resources to
operate  and expand our business in the future.  Our future capital requirements
will depend on many factors, including our ability to significantly increase our
revenues, maintain or reduce our operating expenses and execute our business and
strategic  plans  as  currently conceived.  If we raise additional funds through
the  issuance of equity or convertible debt securities, the percentage ownership
of  our  company  held  by  existing  shareholders  will  be  reduced  and those
shareholders  may  experience significant dilution.  In addition, new securities
may  contain  certain rights, preferences or privileges that are senior to those
of our common stock.  There can be no assurance that acceptable financing can be
obtained  on  suitable  terms,  if at all.  If we are unable to raise additional
working  capital as needed, our ability to continue our current business will be
adversely  affected  and may be forced to curtail some or all of our operations.

OUR  INDUSTRY  IS  HEAVILY  REGULATED  AND  WE  MAY FAIL TO COMPLY WITH ALL SUCH
REGULATIONS.  ANY  FAILURE  BY US COULD REQUIRE US TO INCUR SUBSTANTIAL COSTS IN
COMPLYING  WITH  SUCH REGULATION AND WE COULD BE FORCED TO CEASE OUR OPERATIONS.

     The  aviation  industry  is  subject to extensive regulation by the Federal
Aviation  Administration (FAA). In addition, our business is subject to numerous
federal,  state and local laws, regulations and policies governing environmental
protection  and  other  matters.  Although  we  believe that we are presently in
material  compliance with applicable laws and regulations, there is no assurance
that we are correct or that our operations will be deemed to be in compliance in
the  future.  We may not be able to comply with current laws and regulations, or
any  future  laws  and  regulations.  To  the  extent  that  new regulations are
adopted,  we  will be required to conform our activities in order to comply with
such  regulations.  We  may  be  required to incur substantial costs in order to
comply.  Our  failure  to  comply  with  applicable  laws  and regulations could
subject us to civil remedies, including fines, injunctions, recalls or seizures,
as  well as potential criminal sanctions which could have a material and adverse
effect  on  our business operations and finances and we could be forced to cease
our  operations

WE  MAY  NOT  HAVE  SUFFICIENT  INSURANCE  COVERAGE TO PROTECT US FROM LIABILITY
CLAIMS.

     Our  business  exposes  us  to possible claims for personal injury or death
that may result if we were negligent in repairing an airplane.  We cannot assure
you that claims will not arise in the future or that our insurance coverage will
be  adequate  to  protect us in all circumstances.  Additional, we cannot assure
you  that we will be able to maintain adequate insurance coverage sin the future
at  an  acceptable  cost.  Any liability claim not covered by adequate insurance
will  adversely  affect  our  business,  financial  condition  and  results  of
operations.

OUR  FINANCIAL  PERFORMANCE  MAY  BE  ADVERSELY  AFFECTED  BY  COMPETITION.

     We  expect  our  market  to  be intensely competitive.  The majority of our
anticipated  competitors  will  be more established, benefit from greater market
recognition  and  have  substantially  greater  financial,  marketing  and other
resources than we do.  In addition, larger competitors may be able to absorb the
burden  of  any  changes  in  federal, state and local laws and regulations more
easily  than  we  can,  which  would  adversely affect our competitive position.
Moreover,  some  of  our  competitors have been operating in our core area for a
long  time and have demonstrated the ability to operate through industry cycles.
Intense  competition  could materially adversely affect our business, results of
operations  and  financial  condition.

                                       8
<PAGE>

IF  WE  GROW  OUR BUSINESS AS PLANNED, WE MAY NOT BE ABLE TO MANAGE PROPERLY OUR
GROWTH,  AND  WE  EXPECT  OPERATING  EXPENSES  TO INCREASE, WHICH MAY IMPEDE OUR
ABILITY  TO  ACHIEVE  PROFITABILITY.

     If we are successful in growing our business as we plan, our operations may
expand  rapidly  and  significantly.  Any rapid growth could place a significant
strain  on  our  management,  operational  and  financial resources. In order to
manage  the  growth  of  our  operations, we will be required to expand existing
operations; to improve on a timely basis existing and implement new operational,
financial  and inventory systems, procedures and controls, including improvement
of our financial and other internal management systems; and to train, manage and
expand  our  employee  base.  If we are unable to manage growth effectively, our
business,  results  of  operations  and  financial  condition will be materially
adversely affected. In addition, if we are successful in growing our business as
we plan, we expect operating expenses to increase, and as a result, we will need
to  generate  increased quarterly revenue to achieve and maintain profitability.
In  particular,  as  we  grow  our business, we would incur additional costs and
expenses  related  to:

     *     The  expansion  of  our  sales  force  and  distribution  channels
     *     The  expansion  of  our  product  and  services  offerings
     *     Development  of  relationships  with  strategic  business  partners
     *     The  expansion  of  management  and  infrastructure
     *     Brand  development,  marketing  and  other  promotional  activities.

These  additional  costs  and  expenses  could  delay  our  ability  to  achieve
profitability.

FUTURE  ACQUISITIONS  COULD  EXPOSE  US  TO  NUMEROUS  RISKS.

     As  part  of our business strategy, we may acquire complementary companies,
products,  services or technologies. Any acquisition would be accompanied by the
risks  commonly  encountered in a transaction. Such risks include the following:

     *     Difficulty  of  assimilating  the  operations  and  personnel  of the
           acquired  companies
     *     Potential  disruption  of  our  ongoing  business
     *     Inability  of  management  to  maximize  our  financial and strategic
           position  through  the  successful  incorporation  of  acquired
           businesses  and technologies
     *     Additional  expenses  associated  with  amortization  of  acquired
           intangible  assets
     *     Maintenance  of  uniform standards, controls, procedures and policies
     *     Impairment  of  relationships  with employees, customers, vendors and
           advertisers  as  a  result  of  any  integration  of  new  management
           personnel
     *     Potential  unknown  liabilities  associated  with acquired businesses

     There  can  be no assurance that we would be successful in overcoming these
risks  or  any  other problems encountered in connection with such acquisitions.
Due to all of the foregoing, any future acquisition may materially and adversely
affect  our business, results of operations, financial condition and cash flows.
Although  we  do  not expect to use cash for acquisitions, we may be required to
obtain additional financing if we choose to use cash in the future. There can be
no  assurance  that  such  financing  will  be available on acceptable terms. In
addition,  if  we  issue  stock  to  complete  any future acquisitions, existing
stockholders  will  experience  further  ownership  dilution.

                                       9
<PAGE>

WE  HIGHLY  DEPEND  ON  OUR  CURRENT  MANAGEMENT.  THE LOSS OF ANY MEMBER OF OUR
CURRENT  MANAGEMENT  COULD  HARM  OUR  ABILITY  TO  EXECUTE  OUR  BUSINESS PLAN.

     Our  success  depends  heavily  upon the continued contributions of current
management.   The  loss  of  the  services  of  one  or  more  of our members of
management could materially adversely affect our business, operating results and
financial condition.  No member of our management has entered into an employment
agreement  or a covenant not to compete agreement with us.  As a result, any one
of  them  may  discontinue  providing his services to us at any time and for any
reason,  and even thereafter commence competition with us.   We cannot guarantee
that  we  will be able to retain our key personnel.  Moreover, we currently have
no  key  person  insurance  on  any  members  of  management.

OUR  CURRENT  MANAGEMENT  RESOURCES MAY NOT BE SUFFICIENT FOR THE FUTURE, AND WE
HAVE  NO  ASSURANCE  THAT  WE  CAN  ATTRACT  ADDITIONAL  QUALIFIED  PERSONNEL.

     There  can  be  no  assurance  that  the  current  level  of  management is
sufficient  to  perform  all  responsibilities  necessary  or  beneficial  for
management  to  perform.  Our  future  success  also  depends  on our continuing
ability  to attract, assimilate and retain highly qualified sales, technical and
managerial  personnel.  Competition  for these individuals is intense, and there
can  be  no  assurance  that  we  can  attract,  assimilate  or retain necessary
personnel  in  the  future.

ONE  STOCKHOLDER  OWNS  A  CONTROLLING  PERCENTAGE  OF  OUR  VOTING  STOCK,  AND
CUMULATIVE  VOTING  IS  NOT  AVAILABLE  TO  STOCKHOLDERS.

     AvStar  Aviation  Services, Inc. ("AvStar") owns approximately 91.1% of our
outstanding voting stock.  Cumulative voting in the election of Directors is not
provided  for.  Accordingly, AvStar has the ability to elect all of our Board of
Directors.   AvStar's large percentage ownership of our outstanding voting stock
essentially  vests  fully  in  it  full  control  of  our  company.

WE  WILL  BE  REQUIRED  TO  COMPLY WITH SECTION 404 OF THE SARBANES OXLEY ACT OF
2002.

     Pursuant  to  Section  404 of the Sarbanes-Oxley Act of 2002, in connection
with  this  Annual Report and future Annual Reports, we are and will be required
to  furnish  a  report  by  management  on  our internal controls over financial
reporting  which  will  contain,  among  other  matters,  an  assessment  of the
effectiveness  of  our  internal  control  over financial reporting, including a
statement  as to whether or not our internal control over financial reporting is
effective.  This  assessment  must include disclosure of any material weaknesses
in  our  internal control over financial reporting identified by our management.
Based  on  current information, we expect that in 2009, Section 404 will require
that  our  independent  auditors  also  provide  an  attestation on management's
assertion  of  internal control over financial reporting.  During the evaluation
and  testing  process,  if  we  identify  one or more material weaknesses in our
internal control over financial reporting, we will be unable to assert that such
internal  control  is  effective.  If  we are unable to assert that our internal
control  over  financial reporting is effective or if in the future our auditors
are  unable  to attest that our management's report is fairly stated or they are
unable  to  express an opinion on the effectiveness of our internal controls, we
could lose investor confidence in the accuracy and completeness of our financial
reports.  Furthermore,  we  expect  that  our  compliance  with  the  regulatory
requirements  described  herein  will likely increase our legal and professional
expenses.

                                       10
<PAGE>

                       RISKS RELATED TO OUR COMMON STOCK

WE  HAVE  NOT  VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN
THE  ABSENCE  OF  WHICH,  SHAREHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST
INTERESTED  DIRECTOR  TRANSACTIONS,  CONFLICTS  OF INTEREST AND SIMILAR MATTERS.

     Recent  Federal  legislation, including the Sarbanes-Oxley Act of 2002, has
resulted  in  the  adoption of various corporate governance measures designed to
promote  the  integrity  of the corporate management and the securities markets.
Some  of  these  measures  have  been adopted in response to legal requirements.
Others  have  been  adopted  by  companies  in  response  to the requirements of
national  securities  exchanges, such as the NYSE or The NASDAQ Stock Market, on
which  their securities are listed. Among the corporate governance measures that
are  required  under  the  rules of national securities exchanges are those that
address  board  of  directors'  independence, audit committee oversight, and the
adoption  of  a  code  of ethics.  Although we have adopted a Code of Ethics, we
have not yet adopted any of these other corporate governance measures and, since
our  securities are not yet listed on a national securities exchange, we are not
required to do so.  We have not adopted corporate governance measures such as an
audit  or other independent committees of our board of directors as we presently
do  not  have  any  independent directors.  If we expand our board membership in
future  periods  to  include  additional  independent  directors, we may seek to
establish  an  audit  and  other  committees  of  our board of directors.  It is
possible  that  if  we  were  to adopt some or all of these corporate governance
measures,  shareholders  would  benefit  from  somewhat  greater assurances that
internal corporate decisions were being made by disinterested directors and that
policies  had  been  implemented to define responsible conduct.  For example, in
the  absence  of  audit,  nominating and compensation committees comprised of at
least  a majority of independent directors, decisions concerning matters such as
compensation  packages  to  our senior officers and recommendations for director
nominees  may  be  made  by  a majority of directors who have an interest in the
outcome of the matters being decided.  Prospective investors should bear in mind
our  current  lack  of  corporate  governance  measures  in  formulating  their
investment  decisions.

PROVISIONS OF OUR CERTIFICATE OF INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A
TAKEOVER  WHICH  MAY  NOT  BE  IN  THE  BEST  INTERESTS  OF  OUR  SHAREHOLDERS.

     Provisions  of our certificate of incorporation and bylaws may be deemed to
have  anti-takeover  effects, which include when and by whom special meetings of
our  shareholders  may  be  called,  and  may delay, defer or prevent a takeover
attempt.  In  addition,  certain  provisions  of Texas law also may be deemed to
have certain anti-takeover effects which include that control of shares acquired
in  excess  of  certain  specified thresholds will not possess any voting rights
unless  these  voting  rights  are  approved  by  a  majority of a corporation's
disinterested  shareholders.

     In addition, our certificate of incorporation authorizes the issuance of up
to 10,000,000 shares of preferred stock with such rights and preferences, as may
be  determined  by  our board of directors.  Of this authorized preferred stock,
1,000,000  shares  are currently issued and outstanding.  Our board of directors
may, without shareholder approval, issue up to an additional 9,000,000 preferred
stock  with  dividends,  liquidation,  conversion  or  voting  rights that could
adversely  affect  the  voting power or other rights of our common shareholders.

                                       11

<PAGE>
OUR  COMMON  STOCK  HAS  EXPERIENCED  ONLY  EXTREMELY  LIMITED  TRADING.

     Our  common stock had been quoted and traded on the OTC Electronic Bulletin
Board  under the symbol "PAPO."  Frequently, the volume of trading in our common
stock  has  been light, and the prices and volumes at which our common stock has
traded have fluctuated fairly widely on a percentage basis.  Until shares of our
common  stock  become  more  broadly  held  and orderly markets develop and even
thereafter,  the prices of our common stock may fluctuate significantly.  Prices
for our common stock will be determined in the marketplace and may be influenced
by  many  factors,  including  the  following:

*     The  depth  and  liquidity  of  the  markets  for  our  common  stock;
*     Investor  perception  of  us  and  the  industry  in which we participate;
*     General  economic  and  market  conditions;
*     Responses  to  quarter-to-quarter  variations  in  operating  results;
*     Failure  to  meet  securities  analysts'  estimates;
*     Changes  in  financial  estimates  by  securities  analysts;
*     Conditions,  trends  or  announcements  in  our  industry;
*     Announcements  of  significant  acquisitions,  strategic  alliances, joint
      ventures  or  capital  commitments  by  us  or  our  competitors;
*     Additions  or  departures  of  key  personnel;
*     Sales  of  our  common  stock;
*     Accounting  pronouncements  or changes in accounting rules that affect our
      financial  statements;  and
*     Other  factors  and  events  beyond  our  control.

     The  market  price  of  our  common  stock  could  experience  significant
fluctuations unrelated to our operating performance.  As a result, a stockholder
(due  to  personal  circumstances)  may  be  required to sell such stockholder's
shares  of  our  common stock at a time when our stock price is depressed due to
random  fluctuations,  possibly  based  on  factors  beyond  our  control.

THE  TRADING  PRICE  OF  OUR  COMMON  STOCK  MAY  ENTAIL  ADDITIONAL  REGULATORY
REQUIREMENTS,  WHICH  MAY  NEGATIVELY  AFFECT  SUCH  TRADING  PRICE.

     The trading price of our common stock historically has been below $5.00 per
share.  As  a result of this price level, trading in our common stock is subject
to  the  requirements of certain rules promulgated under the Securities Exchange
Act  of  1934.  These  rules  require additional disclosure by broker-dealers in
connection  with  any  trades generally involving any non-NASDAQ equity security
that  has  a  market  price  of  less  than  $5.00 per share, subject to certain
exceptions. Such rules require the delivery, before any penny stock transaction,
of  a  disclosure  schedule  explaining  the  penny  stock  market and the risks
associated  therewith,  and  impose  various  sales  practice  requirements  on
broker-dealers who sell penny stocks to persons other than established customers
and  accredited  investors  (generally  institutions).  For  these  types  of
transactions,  the  broker-dealer  must  determine  the suitability of the penny
stock  for  the  purchaser  and  receive  the purchaser's written consent to the
transaction  before  sale. The additional burdens imposed upon broker-dealers by
such  requirements  may discourage broker-dealers from effecting transactions in
our  common  stock.  As  a consequence, the market liquidity of our common stock
could  be  severely  affected  or  limited  by  these  regulatory  requirements.

STOCKHOLDERS  HAVE  NO  GUARANTEE  OF  DIVIDENDS.

     The  holders of our Common Stock are entitled to receive dividends when, as
and  if  declared  by  the  Board  of  Directors  out of funds legally available
therefore.  To  date,  we  have  paid no cash dividends.  The Board of Directors
does  not intend to declare any dividends in the foreseeable future, but instead
intends  to retain all earnings, if any, for use in our business operations.  If
we  obtain  additional  financing,  our  ability  to  declare any dividends will
probably  be  limited  contractually.

                                       12
<PAGE>

ITEM  1B.  UNRESOLVED  STAFF  COMMENTS.

     Not  applicable.

ITEM  2.  PROPERTIES.

     Our  principal  executive offices are located in approximately 2,000 square
feet  of  executive  office space.  We sub-lease these facilities from a related
party  under  an  agreement  expiring  in  August  2011  for  an  annual rent of
approximately  $29,000.

     We lease approximately 13,000 square feet of undivided hangar space and 800
square  feet of furnished office space at the French Valley Airport in Murrieta,
California  from  a third party pursuant to a year-to-year lease.  We can extend
the  term of the sublease upon 30 days notice to the lessor.  Under the terms of
the sublease we pay a base rent of approximately $117,000 annually for the first
year.  If  we  elect  to  extend  the  term  of the sublease, the base rent will
increase  by  the greater of 4% or the increase percentage of the Consumer Price
Index  All  Items  -  Los  Angeles  over the 90 days prior to the renewal of the
sublease.  We  intend  to  renew  the  lease  at  the  increased  rate.

ITEM  3.  LEGAL  PROCEEDINGS.

     We  are  not  presently  a  party  to  any  pending  legal  proceeding.

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

     There  were  no  matters submitted to a vote of security holders during the
fourth  quarter  of  the  year  ended  December  31,  2008.

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES.

     Our common stock is quoted on the OTC Bulletin Board under the symbol PAPO.
The  following  table  sets forth certain information as to the high and low bid
quotations  quoted on the OTC Bulletin Board for the fiscal years ended December
31,  2007  and  December 31, 2008.  Information with respect to over-the-counter
bid  quotations  represents  prices  between  dealers,  does  not include retail
mark-ups,  mark-downs  or  commissions, and may not necessarily represent actual
transactions.

                                        COMMON STOCK
                                         ------------
          2007                       HIGH              LOW
          ----                       ----              ---
       First Quarter                $0.009           $0.003
       Second Quarter               $0.12            $0.005
       Third Quarter                $0.008           $0.004
       Fourth Quarter               $0.0095          $0.003

                                        COMMON STOCK
                                        ------------
         2008                        HIGH             LOW
         ----                        ----             ---
        First Quarterer             $0.0049         $0.0025
        Second Quarter              $0.005          $0.0028
        Third Quarter               $0.0049         $0.0008
        Fourth Quarter              $0.0015         $0.0005

     As  of  April  16,  2009,  we  had approximately 665 common shareholders of
record  and  390,499,544  common shares outstanding. As of such date, we had one
holder  of  our  1,000,000  outstanding Series A Preferred Stock. Such preferred
stock  is  not  traded.

     We  have  not  paid  any  cash dividends on the common stock, and we do not
intend to pay any dividends prior to the consummation of a business combination.

                                       13
<PAGE>

     On January 7, 2009, we issued 25 million shares of our common stock to Sage
Office  Services,  an  entity  controlled by Mary Pollock Merritt, daughter of a
person  who  served  as our chief executive officer during a part of 2009.  This
stock  issuance  was  in consideration of services previously rendered having an
aggregate  value  of  approximately  $17,500.  These issuances are claimed to be
exempt  pursuant  to  Rule  506 of Regulation D under the Securities Act of 1933
(the  "Act").  No  advertising  or general solicitation was employed in offering
these  securities.  The offering and sale was made only to accredited investors,
and  subsequent transfers were restricted in accordance with the requirements of
the  Act.

                           EQUITY COMPENSATION PLANs

     We  currently  do  not  have  any equity compensation plans under which our
equity  securities  are  authorized  for  issuance.

ITEM 6.  SELECTED FINANCIAL DATA.

     Not applicable.

ITEM  7  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS.

GENERAL

     We  have  historically  been  an  independent  energy  company  focused  on
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.  We  have  adopted  a  significant  change  in  its corporate
direction.  We  have  decided to focus our efforts on acquiring aviation related
businesses  and  developing  these  businesses  to  their  commercial potential.

     Our new business plan is to acquire, consolidate and grow businesses in the
general  aviation  industry. We will place our initial focus on the maintenance,
repair  and  overhaul  (MRO) of aircraft providing products and services for the
general  aviation sector. We believe that since September 11, 2001, both private
air  transportation  and  the  number  of aircraft owned by both individuals and
business  have  dramatically  increased.  Each  of these sectors, in addition to
routine  maintenance,  has  mandated a number of inspections by the FAA that are
commonly  included  in  traditional  MRO  services.

     Our  recently  acquired,  wholly  owned  subsidiary,  San  Diego  Airmotive
("SDA"),  has  been  operating  (through  its  predecessor entity) as an MRO for
approximately  19  years.  SDA historically provided MRO services for single and
multi-engine  aircraft.  As  capital  is  available to us, we intend to grow our
business  through  the  expansion  of  our  existing  MRO business as well as by
acquisitions  of existing MRO's, fixed base operations (FBO), charter operations
and  other  operational  aircraft  related  businesses.

RESULTS  OF  OPERATIONS

     With  the  current  price of oil, none of wells are producing sufficient to
support  our operations.  To that end, a decision was made to enter into a Share
Exchange  Agreement  fully by and between us and AvStar Aviation Services,  Inc.
("AvStar"), providing for our acquisition of all of the outstanding common stock
in  San Diego Airmotive ("SDA"), which (through its predecessor entity) has been
providing  maintenance, repair and overhaul ("MRO") services in California since
1987.

                                       14
<PAGE>

CRITICAL  ACCOUNTING  POLICIES  AND  ESTIMATES

     Our  discussion  and  analysis  of  its  financial condition and results of
operations  as  of  December  31, 2008 are based upon its consolidated financial
statements,  which  have  been  prepared  in  accordance with generally accepted
accounting  principles  in the United States. The preparation of these financial
statements  requires 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 our
estimates.  We  base the 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

     We follow the "successful efforts" method of accounting for our oil and gas
properties.  Under  this  method  of  accounting, all property acquisition costs
(cost  to  acquire  mineral  interests  in oil and gas properties) and costs (to
drill  and  equip)  of  exploratory  and  development wells are capitalized when
incurred,  pending  determination of whether the well has found proved reserves.
If  an  exploratory well has not found proved reserves in commercial quantities,
the  costs  associated  with  the  well  are  charged  to  expense. The costs of
development  wells  are  capitalized  whether  productive  or  nonproductive.
Geological  and  geophysical  costs  and  the  costs  of  carrying and retaining
undeveloped  properties  are  expensed  as  incurred.  Management  estimates the
future liability for plugging and abandonment of the related wells. Accordingly,
a  net  cost  of  $8,193  has  been  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.

                                       15
<PAGE>

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 accrued revenue relating
to  production  for  which  we  have  not  received  payment.

COMPARISON  OF  YEAR  ENDED  DECEMBER  31, 2008 TO YEAR ENDED DECEMBER 31, 2007.

     Revenues  were  $29,404  in  2008  compared  to  revenue of $53,447 in 2007
reflecting  an  decrease  of 44% or $24,043 in revenue in 2008. This decrease in
revenue  reflects  a  loss of production during the year. During the fiscal year
2008,  $32,000  was  used  for  capital and exploratory expenditures compared to
$17,202  in  2007  (using  the  successful  effort  method  of  accounting).

     The $90,297 decrease in the net loss from continuing operations to $312,682
for  the  year ended December 31, 2008 from $402,979 for the year ended December
31, 2007 is due to a few factors. Impairment of oil and gas properties increased
to  $42,926  in  2008  from  $23,634  in  2007.  This  was  due  to the plug and
abandonment  costs  recorded  in  2007  for  the  drilled and abandoned wells of
$73,105,  while $0 costs were recorded in 2008. There was a decrease in Selling,
General  and  Administrative  expenses including stock based compensation, which
decreased by $108,433 to $197,717 in 2008 compared to $306,150 in 2007. This was
due  to  a  decrease  in  stock issued for compensation as well as a decrease in
share  value.

     During the year ended December 31, 2008, we reported a net loss of $312,682
compared  to  a  net  loss  of  $402,979  for  the year ended December 31, 2007.

LIQUIDITY  AND  CAPITAL  RESOURCES

     Currently,  we  have  limited  financial ability to pursue our new business
plan.  We are currently trying to determine the scope of the business activities
that  we  will  pursue in the foreseeable future.  The amount of capital that we
will  need  depends  on  the scope of the business activities that we ultimately
decide  to pursue.  This scope is uncertain at this time.  However, we know that
we  must  obtain  additional  financing to pursue our business plan at any level
that  we  are  likely  to  pursue.  We  are  currently  searching for sources of
financing,  but we currently do not have any binding commitments for, or readily
available sources of, financing.  We cannot assure anyone that financing will be
available  to  us  when  needed  or,  if  available,  that such financing can be
obtained  on  commercially  reasonably  terms.  If we do not obtain financing we
will  be  constrained to contract the scope of our business plan.  Under certain
circumstances,  we  may  be  constrained  to attempt to sell some of our assets.
However,  we cannot assure anyone that we will be able to find interested buyers
or  that  the  funds  received  from any such sale would be adequate to fund our
activities.  Under  certain  circumstances,  we  could  be  forced  to cease our
operations  and  liquidate  our  remaining  assets,  if  any.

OFF-BALANCE SHEET ARRANGEMENTS

     During  the  year  ended  December  31,  2008,  we had no off balance sheet
arrangements.

ITEM 7A  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Management of
Pangea Petroleum Corporation
Houston, Texas

I have audited the accompanying consolidated balance sheet of Pangea Petroleum
Corporation as of December 31, 2008 and the related consolidated statements of
operations, stockholders' equity (deficit) and cash flows for the year ended
December 31, 2008.  These financial statements are the responsibility of the
Company's management.  My responsibility is to express an opinion on these
financial statements based on my audit. The financial statements for the period
January 1, 2007 through December 31, 2007, were audited by other auditors whose
reports expressed unqualified opinions on those statements.

I conducted my audit of these financial statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Pangea Petroleum Corporation as of
December 31, 2008, and the results of its operations and its cash flows for the
period then ended in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered significant losses and will
require additional capital to develop its business until the Company either (1)
achieves a level of revenues adequate to generate sufficient cash flows from
operations; or (2) obtains additional financing necessary to support its working
capital requirements.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.  Management's plans in regard
to these matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



/s/ Clay Thomas, P.C.
www.claythomaspc.com
Houston, Texas
May 14, 2009

<PAGE>
                           PANGEA PETROLEUM CORP
                              BALANCE SHEET

                        ASSETS

 Current assets
Cash                                                          2,595
Accounts receivable                                           1,844
                                                              -----

                  Total Current Assets                        4,439

Property and equipment:
   Proven oil and gas properties (successful efforts
     method), net of accumulated depletion of $143,978       28,734
   Unproven oil and gas properties (successful effort
     method)                                                152,000
                                                            -------

                  Total Fixed Assets                        180,734
                                                            -------
                  Total assets                          $   185,173
                                                        ===========

     LIABILITIES AND STOCKHOLDERS' DEFICIT

     Current liabilities
Accounts payable                                             43,595
Credit Card Payable                                          18,374
Accrued interest payable to related parties                  79,090
Notes payable to related parties                             11,500
Notes Payable                                                     -
Stock Payable                                                     -
                                                             ------

                  Total current liabilities                 152,559

Long term debt to related parties                           659,771
Asset Retirement Obligations                                  8,193
                                                           --------

                  Total liabilities                         820,523
                                                            -------

     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; 365,499,544 shares
   issued and outstanding                                  365,499
Additional paid-in capital                              18,521,904
Accumulated deficit                                    (19,522,753)
                                                       -----------

                Total stockholders' deficit               (635,350)
                                                       -----------

         Total liabilities and stockholders' deficit       185,173
                                                       ===========

<PAGE>
                          PANGEA PETROLEUM CORPORATION
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                      For the Year ended December 31, 2008



                                                                          2008


     Oil and gas revenue                                                 29,404

     Costs and expenses:
     Lease operating expenses                                            19,154
     Production tax                                                       1,864
     Selling, general and administrative,
       including stock based compensation                               211,589
     Dry hole costs                                                           -
     Impairment of oil and gas properties                                42,926
     Plug and abandonment costs                                               -
     Depletion and depreciation                                           5,335
     Gain/Loss on sale of assets                                              -
                                                                    -----------
                                Total costs and expenses                280,869
                                                                    -----------
                                   Loss from operations                (251,465)

     Other income and (expenses):
     Interest expense                                                   (79,090)
     Settlement income                                                        -
                                                                    -----------
                                               Net loss                (330,555)
                                                                    ===========

     Weighted average common shares outstanding                     298,865,393

     Basic and diluted net loss per common share                             (0)

<PAGE>
                          PANGEA PETROLEUM CORPORATION
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                      For the Year ended December 31, 2008



                                    Additional                          Total
                     Common Stock   Paid-In  Accumulated  Deferred Stockholders'
                   Shares   Amount  Capital   Deficit    Compensation   Deficit

Balance at
   December 31,
   2007       306,339,544  306,340  18,373,829 (19,192,197)     $0     (512,028)

Stock issued for
  compensation 49,160,000   49,160      49,160                   0      175,234

Common Stock issued
  for property
  acquisition  10,000,000   10,000      10,000                           32,000

Net (Income) / Loss                               (330,555)            (330,555)
               -----------------------------------------------------------------
Balances as of
  December 31,
  2008        365,499,544  365,500  18,432,989                   0     (635,350)
              ==================================================================

<PAGE>
                         PANGEA PETROLEUM CORPORATION
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                     For the Year ended December 31, 2008


                                                                        2008

Cash flows from operating activities:
Net loss                                                              (330,555)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
   Depletion and depreciation expense                                    5,335
   Impairment of oil and gas properties                                 42,926
   Dry hole expense                                                          -
   Plug and abandonment costs                                                -
   Stock-based compensation                                            (10,180)
Changes in assets and liabilities:
     Accounts receivable                                                (1,844)
     Prepaid expenses                                                        -
     Payroll taxes refundable                                                -
     Accounts payable and accrued liabilities                           (7,206)
     Other                                                                   0
                                                                       -------
                           Net cash (used in) operating activities    (301,524)

Cash flows (used in) investing activities:
Capital and exploratory expenditures                                   (32,000)


Cash flows from financing activities:
Proceeds from the sale of common stock                                 206,671
Proceeds from notes payable                                            126,730
                                                                       -------

                         Net cash provided by financing activities     333,401
                                                                       -------
                              Net change in cash and cash equivalents     (123)

Cash and cash equivalents at beginning of year                           2,718
                                                                       -------
                            Cash and cash equivalents at end of year     2,595
                                                                       =======

<PAGE>


                          PANGEA PETROLEUM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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

Pangea  Petroleum Corporation (the "Company") is a Colorado corporation that has
historically  engaged  in  oil and gas exploration and development.  The Company
was  originally incorporated in 1997 as Zip Top, Inc. and subsequently adopted a
name change to Pangea Petroleum Corporation.  On April 26, 2000, the Company was
recapitalized  when  the Company acquired the non-operating public shell, Segway
II  Corporation.  Segway II Corporation had no significant assets or liabilities
at  the  date of acquisition and, accordingly, the transaction was accounted for
as  a  recapitalization.  In  February  2009,  the Company adopted a significant
change  in its corporate direction by deciding to focus its efforts on acquiring
aviation  related businesses and developing these businesses to their commercial
potential.

COMPARISON WITH 2007 FINANCIAL RESULTS
--------------------------------------

The  financial  statements  are not presented in comparison with the results for
2007,  because  a consent has not yet been received from the predecessor auditor
for  such period. Once the consent is received, the financial statements will be
amended  to  include  such  a  comparison.

ACCOUNTING ESTIMATES
--------------------

The  preparation  of  consolidated  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 consolidated 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.

CASH AND CASH EQUIVALENTS
-------------------------

For  purposes  of  reporting  cash  flows,  the Company considers all short-term
investments  with an original maturity of three months or less when purchased to
be  cash  equivalents.

OIL  AND  GAS  PRODUCING  ACTIVITIES
------------------------------------

The  Company  follows  the "successful efforts" method of accounting for its oil
and  gas  properties.  Under this method of accounting, all property acquisition
costs  (cost  to  acquire mineral interests in oil and gas properties) and costs
(to  drill  and equip) of exploratory and development wells are capitalized when
incurred,  pending  determination of whether the well has found proved reserves.
If  an  exploratory well has not found proved reserves in commercial quantities,
the  costs  associated  with  the  well  are  charged  to expense.  The costs of
development  wells  are  capitalized  whether  productive  or  nonproductive.
Geological  and  geophysical  costs  and  the  costs  of  carrying and retaining
undeveloped  properties  are  expensed  as  incurred.

In 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement Obligations"
which  was  adopted by Pangea when Pangea first acquired oil and gas properties.
SFAS  143  requires  entities  to record the fair value of a liability for asset
retirement  obligations  ("ARO")  in  the  period  in which it is incurred and a
corresponding  increase  in the carrying amount of the related long-lived asset.
The  present value of the estimated asset retirement cost is capitalized as part
of  the  carrying  amount  of  the  long-lived asset and is depreciated over the
useful  life  of  the  asset. Pangea accrues an abandonment liability associated
with  its  oil and gas wells when those assets are placed in service. The ARO is
recorded  at  its  estimated fair value and accretion is recognized over time as
the  discounted  liability  is  accreted  to its expected settlement value. Fair
value  is  determined  by  using the expected future cash outflows discounted at
Pangea's  credit  adjusted  risk-free  interest rate. No market risk premium has
been included in Pangea's calculation of the ARO balance. Pangea's ARO liability
at  December  31,  2008  is  $7,897.

Unproved  oil  and  gas  properties  that  are  individually  significant  are
periodically  assessed  for  impairment  of  value, and, if necessary, a loss is
recognized  by  providing an impairment allowance.  Pangea recorded $ 42,926 and
$23,634  of  impairment  expense  in the years ended December 31, 2008 and 2007,
respectively.  Other  unproved  properties  are amortized based on the Company's
average  holding  period.

OIL AND GAS PRODUCING ACTIVITIES (CONTINUED)
--------------------------------------------

Capitalized  costs  of  producing  oil  and  gas  properties  after  considering
estimated  dismantlement  and abandonment costs and estimated salvage value, are
depreciated  and  depleted  by  the  unit-of-production  method.  On the sale or
retirement  of  a  complete  unit  of  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.

OTHER PROPERTY AND EQUIPMENT
----------------------------

Property  and  equipment  is stated at cost.  Depreciation is computed using the
straight-line  method over the estimated useful lives of 3 to 5 years for office
furniture  and  equipment  and transportation and other equipment.  Additions or
improvements  that  increase  the  value  or  extend  the  life  of an asset are
capitalized.  Expenditures  for  normal  maintenance and repairs are expensed as
incurred.  Disposals  are  removed  from  the  accounts at cost less accumulated
depreciation  and  any gain or loss from disposition is reflected in operations.

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

Revenues from the sale of oil and natural gas are recognized when the product is
delivered  at  a  fixed  or  determinable  price,  title  has  transferred,
collectibility  is  reasonably  assured and evidenced by a contract. The Company
follows the "sales method" of accounting for its oil and natural gas revenue, so
it  recognizes  revenue  on  all  natural  gas  or crude oil sold to purchasers,
regardless  of  whether  the  sales  are  proportionate  to its ownership in the
property.  A  receivable  or liability is recognized only to the extent that the
Company  has  an  imbalance  on  a  specific  property greater than the expected
remaining  proved  reserves

IMPAIRMENT OF LONG-LIVED ASSETS
-------------------------------

In the event facts and circumstances indicate the carrying value of a long-lived
asset,  including  associated  intangibles,  may  be  impaired, an evaluation of
recoverability  is performed by comparing the estimated future undiscounted cash
flows associated with the asset to the asset's carrying amount to determine if a
write-down  to fair market value or discounted cash flow is required. Based upon
a  recent  evaluation  by  management, an impairment write-down of the Company's
long-lived  assets was recorded to write such assets down to their estimated net
realizable  value  resulting  in an impairment expense of $42,926 and $23,634 in
2008  and  2007,  respectively.

STOCK BASED COMPENSATION
------------------------

Financial  Accounting Standard No. 123, "Accounting for StockBased Compensation"
established financial accounting and reporting standards for stockbased employee
compensation  plans.  It  defines a fair value based method of accounting for an
employee stock option or similar equity instrument. In January 2006, the Company
implemented  SFAS  No.  123R,  and  accordingly,  the  Company  accounts  for
compensation  cost  for  stock  option  plans  in accordance with SFAS No. 123R.

CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS
------------------------------------------------

Financial instruments which subject the Company to concentrations of credit risk
include  cash  and  cash  equivalents  and accounts receivable.  The Company has
concentrated  its  credit  risk  for cash by maintaining deposits in a financial
institution, which may at times exceed the amounts covered by insurance provided
by the United States Federal Deposit Insurance Corporation ("FDIC")  The Company
has not experienced any losses on deposits.  During the years ended December 31,
2008 and 2007, 100% of the Company's revenues were received from five customers.

INCOME TAXES
------------

The  Company  uses  the  liability method in accounting for income taxes.  Under
this  method,  deferred  tax  assets  and  liabilities  are  determined based on
differences  between  financial  reporting  and  income  tax carrying amounts of
assets  and  liabilities  and  are measured using the enacted tax rates and laws
that  will  be  in  effect  when  the  differences  are  expected to reverse.  A
valuation  allowance,  if  necessary,  is  provided against deferred tax assets,
based  upon  management's  assessment  as  to  their  realization.

BASIC  AND  DILUTED  NET  LOSS  PER  SHARE
------------------------------------------

Basic  loss per share is computed using the weighted average number of shares of
common stock outstanding during each period. Diluted loss per share includes the
dilutive  effects of common stock equivalents on an "as if converted" basis. For
the  years  ended  2008  and  2007,  potential  dilutive  securities  had  an
anti-dilutive  effect  and  were  not included in the calculation of diluted net
loss  per  common  share.

RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS
--------------------------------------------

The  Company  does  not  expect  the  adoption  of  recently  issued  accounting
pronouncements  to  have  a  significant  impact  on  the  Company's  results of
operations,  financial  position  or  cash  flow.

2.         GOING CONCERN CONSIDERATIONS
           ----------------------------

Since  its  inception, the Company has suffered recurring losses from operations
and has been dependent on existing stockholders and new investors to provide the
cash  resources  to sustain its operations.  During the years ended December 31,
2008  and  2007,  the  Company  reported  losses  of  $  312,682  and  $402,979,
respectively. These conditions raise substantial doubt as to Pangea's ability to
continue  as  a  going  concern.

The  Company developed a multi-step plan and during 2008 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, and efforts to raise additional debt
financing  or  equity  offerings.

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

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

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

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

The consolidated financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going concern.  In
addition, the Company acquired AvStar Aviation.

3.         OIL AND GAS PROPERTIES
           ----------------------

Oil and gas properties consist of the following at December 31, 2008:

Oil and gas properties                              307,866

Less accumulated depletion                         (144,008)
                                                  ---------
Net oil and gas properties                        $ 163,878
                                                  =========

During  the  years  ended  December  31, 2008 and 2007, the Company recorded dry
hole,  abandonment and impairment charges of $ 42,926 and $23,916, respectively.
At  December  31,  2008,  the  Company  has  working  interests  in  two  wells.

4.         PROPERTY AND EQUIPMENT
           ----------------------

Property and equipment consists of the following at December 31, 2008:

Office equipment                3 to 5 years                  $15,594
Furniture and fixtures          3 to 5 years                    2,580
                                                              -------
                                                               18,174

Less accumulated depreciation                                 (18,174)
                                                              -------
Net property and equipment                                        $ 0
                                                              =======

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

The Company has incurred losses since its inception and, therefore, has not been
subject  to  federal  income taxes. As of December 31, 2008, the Company had net
operating  loss  ("NOL")  carryforward  for income tax purposes of approximately
$8,240,528 which expire in various tax years through 2027. Additionally, because
United  States  tax  law  limits  the time during which NOL carryforwards may be
applied  against  future taxable income, the Company will, in all likelihood, be
unable  to take full advantage of its NOL for federal income tax purposes should
the  Company  generate  taxable  income.

The  composition  of deferred tax assets and the related tax effects at December
31,  2008  are  as  follows:

Net operating losses                                  $3,081,173

Less valuation allowance                              (3,081,173)
                                                      ----------
                        Net deferred tax asset        $        -
                                                      ==========

6.         COMMITMENTS AND CONTINGENCIES
           -----------------------------

OPERATING LEASE
---------------

The Company leased office space under a one year operating lease that expired in
March  31,  2007  for  monthly  rent  of $763.  The lease was not renewed due to
rising  costs  and  the  company  continued on a month to month basis until June
2007.  The  Company  currently  maintains  mail  service at the location, but is
sharing  offices  until  additional  space is found. Rent expense incurred under
operating  leases  during  the years ended December 31, 2008 and 2007 was $1,243
and  $4,864,  respectively.

EMPLOYMENT AGREEMENT
--------------------

The Company has no employment agreements.

8.     STOCKHOLDERS' EQUITY
       --------------------

PREFERRED STOCK
---------------

The  Company's  articles  of  incorporation  authorize  the  issuance  of  up to
10,000,000 shares of series preferred stock, with a par value of $.001 and other
characteristics  determined by the Company's board of directors.  As of December
31,  2008,  there  was  no preferred stock issued or outstanding.  Subsequent to
December 31, 2008, the Company issued 1,000,000 shares of its Series A Preferred
Stock.

COMMON STOCK
------------

During the years ended December 31, 2008 and 2007, the Company issued shares for
cash under private placements of securities and as compensation to employees and
consultants.

During 2008, Pangea:
-     .

During 2007:
-     Issued 25,080,978 shares of common stock valued at $229,440 to employees
and consultants for services.

STOCK OPTIONS
-------------

The  Company  periodically  issues  incentive  stock  options  to key employees,
officers,  and directors to provide additional incentives to promote the success
of  the  Company's business and to enhance the ability to attract and retain the
services  of qualified persons.  The Board of Directors approves the issuance of
such options.  The exercise price of an option granted is determined by the fair
market  value  of  the  stock  on  the  date  of  grant.

A summary of the Company's stock option activity and related information for the
years  ended  December  31,  2008  and  2007  follows:

                                      NUMBER OF                    WEIGHTED
                                       SHARES                      AVERAGE
                                       UNDER        EXERCISE       EXERCISE
                                      OPTION          PRICE          PRICE
                                     --------------------------------------

Balance outstanding at
  January 1, 2006                     350,000     $ 0.200-$1.000   $     0.56

Balance outstanding at
  December 31, 2006                   350,000     $ 0.200-$1.000   $     0.56

Balance outstanding at
  December 31, 2007                   350,000     $ 0.200-$1.000         0.56

Balance outstanding at
  December 31, 2008                   350,000     $ 0.200-$1.000         0.56


All outstanding stock options are exercisable at December 31, 2008.  A summary
of outstanding stock options at December 31, 2008 follows:

                                              REMAINING
            NUMBER OF COMMON     EXPIRATION   CONTRACTED
            STOCK EQUIVALENTS      DATE      LIFE (YEARS)    EXERCISE PRICE

             50,000              May 2010        2.1          $0.500
            100,000              May 2010        2.1           1.000
            100,000           August 2010        2.6           0.200
            100,000          January 2011        2.9           0.500
           --------
            350,000
          =========

Effective  June  1,  2005, the Company adopted the 2005 Equity Compensation Plan
(the  "Plan")  under  which  stock  in  lieu  of cash compensation awards may be
granted from time to time to employees and consultants of the Company.  The Plan
allows  for  grants  to  other  individuals  contributing  to the success of the
Company  at  the discretion of the Company's board of directors.  The purpose of
the  Plan  is  to  provide  additional  incentives to promote the success of the
Company  and to enhance the Company's ability to attract and retain the services
of  qualified  individuals.  The Company has reserved 25,000,000 shares of stock
for  issuance  under  the  Plan  and  until  2013

There are no non-vested shares at December 31, 2008.

STOCK WARRANTS
--------------

The Company did not grant any warrants in 2008.

STOCK WARRANTS
--------------

A summary of the Company's stock warrant activity and related information for
the years ended December 31, 2008 and 2007 follows:


                           NUMBER OF                              WEIGHTED
                            SHARES                                AVERAGE
                             UNDER           EXERCISE             EXERCISE
                            WARRANT           PRICE                PRICE
                          -------------------------------------------------

Warrants outstanding at
      December 31, 2007    22,589,487  $  0.008-$3.75               0.015

  Issued                    9,000,000  $  0.010-$0.015              0.014
  Exercised                (3,626,100) $  0.007-$0.019              0.015
  Expired                  (3,428,000) $     3.75                   0.016
                           ----------
Warrants outstanding at
      December 31, 2006    24,535,387  $  0.008-$0.02               0.016

  Issued                            0
  Exercised                         0
  Expired                          (0)
                          -----------
Warrants outstanding at
      December 31, 2007    24,535,387  $  0.008-$0.02               0.016

  Issued                            0
  Exercised                         0
  Expired                          (0)
                          -----------
Warrants outstanding at
      December 31, 2008    24,535,387  $  0.008-$0.02               0.016
                          ===========

All stock warrants are exercisable at December 31, 2008. A summary of
outstanding stock warrants at December 31, 2008 follows:

                                              REMAINING
          NUMBER OF COMMON                   CONTRACTED
         STOCK EQUIVALENTS    EXPIRATION        LIFE             EXERCISE
                                DATE           (YEARS)            PRICE
        ----------------------------------------------------------------
          2,520,000          July 2009          1.2              0.010
            800,000          September 2009     1.3              0.015
            800,000          October 2009       1.4              0.010
          3,600,000          December 2009      1.5              0.010
            600,000          January 2010       1.6              0.010
            300,000          February 2010      1.7              0.120
          1,125,000          June 2010          1.9              0.008
          2,000,000          January 2012       3.8              0.01
          7,000,000          February 2012      3.9              0.015
          ---------
         18,745,000
         ==========

7.     SUPPLEMENTAL OIL AND GAS INFORMATION - UNAUDITED
==     ------------------------------------------------

The following supplemental information regarding the oil and gas activities of
the Company is presented pursuant to the disclosure requirements promulgated by
the Securities and Exchange Commission ("SEC") and SFAS No. 69, Disclosures
about Oil and Gas Producing Activities ("Statement 69").

Production from one field accounted for 53% and 46% of the Company's oil and gas
sales  revenues  for  the  years ended December 31, 2008 and 2007, respectively.

ESTIMATED QUANTITIES OF PROVED OIL AND GAS RESERVES
---------------------------------------------------

Set  forth  below is a summary of the changes in the estimated quantities of the
Company's  crude oil and condensate, and gas reserves for the periods indicated,
as  estimated  by  the  Company  as  of December 31, 2008.  All of the Company's
reserves  are  located  within  the  United  States.  Proved  reserves cannot be
measured exactly because the estimation of reserves involves numerous judgmental
determinations.  Accordingly, reserve estimates must be continually revised as a
result  of  new  information  obtained from drilling and production history, new
geological  and  geophysical  data  and  changes  in  economic  conditions.

Proved  reserves  are  estimated  quantities  of gas, crude oil, and condensate,
which geological and engineering data demonstrate, with reasonable certainty, to
be recoverable in future years from known reservoirs under existing economic and
operating conditions.  Proved developed reserves are proved reserves that can be
expected  to  be  recovered  through  existing wells with existing equipment and
operating  methods.

                                                     OIL               GAS
 QUANTITY OF OIL AND GAS RESERVES                   (BBLS)            (MCF)

Total proved reserves at December 31, 2006            75              35,743

Discoveries and Purchase Property                  1,410                 181
Production                                          (147)             (2,682)
Revision of previous estimates                      (276)            (28,296)
Sales of Property                                      -                   -
                                                   -------------------------
Total proved reserves at December 31, 2007         1,062               4,946

Discoveries and Purchase Property                      -               5,585
Production                                          (452)             (2,670)
Revision of previous estimates                       153              (2,903)
Sales of Property                                      -                   -
                                                   -------------------------
Total proved reserves at December 31, 2007           763               4,958
                                                   =========================

Proved developed reserves:

December 31, 2008                                    763               4,958
                                                   =========================

CAPITALIZED COSTS OF OIL AND GAS PRODUCING ACTIVITIES
-----------------------------------------------------

The following table sets forth the aggregate amounts of capitalized costs
relating to the Company's oil and gas producing activities and the related
accumulated depletion as of December 31, 2008:

                                                              2008
                                                              ====

  Unproved properties and prospect generation costs          152,000
    not being depleted

  Proved properties being depleted                           167,376
  Less accumulated depletion                                 (28,734)
                                                             -------
  Net capitalized costs                                      261,908
                                                             =======

COSTS INCURRED IN OIL AND GAS PRODUCING ACTIVITIES
--------------------------------------------------

The following table reflects the costs incurred in oil and gas property
acquisition, exploration and development activities during the years ended
December 31, 2007 and 2006:

                                                     2008               2007
                                                     ====               ====

Exploration costs                               $     31,768          $     -
Development costs                                                      17,202
                                                -----------------------------
                                                $     31,768          $17,202
                                                =============================


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

The  Company  entered into a Share Exchange Agreement fully executed on February
20,  2009  (the  "Exchange  Agreement")  by  and  between the Company and AvStar
Aviation  Services,  Inc. ("AvStar"), providing for the Company's acquisition of
all  of  the  outstanding  common  stock  in  San Diego Airmotive ("SDA"), which
(through  its  predecessor  entity)  has  been providing maintenance, repair and
overhaul  ("MRO")  services  in  California  since 1987. In connection with this
acquisition,  the  Company  issued  to AvStar, the prior owner of SDA, 1,000,000
shares  of  the  Company's  newly-created  series  A  preferred stock ("Series A
Preferred  Stock"), which shares constitute in the aggregate approximately 92.8%
of  outstanding  economic  interest  and  voting  power  in  the  Company  All
descriptions  of  the  share exchange contained herein and all references to the
terms,  provisions  and  conditions  of  the Exchange Agreement are qualified in
their  entirety by reference to the Exchange Agreement which was detailed in the
8-K  filed  on  February  25,  2009.

ITEM  9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE.

     There have been no changes in or disagreements with accountants on
accounting and financial disclosure.

                                       16

<PAGE>
ITEM 9A(T). CONTROLS AND PROCEDURES.

EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES

     As  of  the  end  of the period of this report, our principal executive and
principal  financial  officer  carried out an evaluation of the effectiveness of
the  design  and  operation  of  our  disclosure  controls  and procedures. This
evaluation  was  carried out under the supervision and with the participation of
our  management,  including  our Chief Executive Officer and Principal Financial
Officer. We have concluded, based on that evaluation, that, as of such date, the
disclosure controls and procedures were not effective to ensure that information
required to be disclosed in reports filed or submitted under the Exchange Act is
accumulated  and  communicated  to the Company's management, including its Chief
Executive  Officer  and  Chief Financial Officer, as appropriate to allow timely
decisions  regarding required disclosure. Although the evaluation did not detect
any  material weaknesses in the Company's system of internal accounting controls
over  financial  reporting,  management identified significant deficiencies with
respect  to  the  timely public reporting of events requiring such reporting. We
are instituting corrective action to ensure that such events are timely reported
publicly.

     Notwithstanding  management's  assessment  that  our  internal control over
financial reporting was ineffective as of December 31, 2008, and the significant
deficiencies  described  above,  we  believe  that  the  consolidated  financial
statements  included  in  this  Annual Report on Form 10-K correctly present our
financial  condition,  results of operations and cash flows for the fiscal years
covered  thereby  in  all  material  respects.

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

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

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

There  were  no adjustments at year-end and so management considers the controls
in  place  are  adequate  for  the  company.

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

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

CHANGES  IN  INTERNAL  CONTROLS  OVER  FINANCIAL  REPORTING

     During  the  fourth  fiscal  quarter  of 2008, there were no changes in our
internal  control over financial reporting that have materially affected, or are
reasonably  likely  to  materially  affect  our  internal control over financial
reporting.

ITEM 9B. OTHER INFORMATION.

     Not applicable.

                                       17
<PAGE>

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS
     Our  current  directors  and  executive  officers  are  as  follows:

NAME                      AGE               POSITIONS

Russell  Ivy              42     Chief  Executive  Officer,  President  and
                                 director

Gregory  H. Noble         46     Vice President - Business Development, and
                                 director

Henry  A.  Schulle        45     Vice  President,  Secretary,  and  director

James  H.  Short          66     Director

Robert Wilson             52     Vice President and Chief Financial Officer


     The  following  is  the  background  of  our  officers  and  director:

     RUSSELL  IVY.  Mr.  Ivy has served as President and Chief Executive Officer
of  AvStar  Aviation  Services,  Inc., the Company's operating subsidiary, since
January 2009.  From January 1996 through the present, he has been a principal of
the  Ivy  Companies,  several  companies  that  provided  various  merger  and
acquisition  consulting services for various operating entities both private and
public.  From  September  2002  to  May 2004, Mr. Ivy was a principal of Seafood
Anywhere,  LLC.,  a Houston-based startup seafood distribution company supplying
various types of seafood to restaurants in the Houston, Austin, San Antonio, and
Dallas  areas.  He earned a Bachelors Degree in International Trade/Economics in
1991  from  Texas  Tech  University.

     GREGORY  H.  NOBLE.  Mr.  Noble  has served as one of our directors and our
Vice  President - Business Development since February 2009.  Since March 2007 to
the present, he served in similar capacities with our subsidiary AvStar Aviation
Services,  Inc.  ("AvStar").  From  2003  until January 2007, Mr. Noble was Vice
President  of  Equity Market of Petrosearch Energy Corporation (OTCBB: PTSG), an
exploration and production company based in Houston, Texas.  Mr. Noble worked in
the capital raising side with a private equity/angel group in Houston from March
2003  to  June  2003.  Previously,  he  was  Public  Finance  Officer  for Texas
Commercial  Resources  in  Houston  from  February  2002  to  March 2003.  Prior
thereto, Mr. Noble was Senior Vice President of Investments at UBS Paine Webber,
Houston  from  1998  to  2002.  His  previous  employment included senior equity
trading  positions  with  Sanders  Morris Mundy in Houston; and Morgan Keegan in
Memphis,  Tennessee.  He  was  Vice  President,  OTC Trading at Dean Witter, New
York,  NY  and  Senior  Vice  President,  Kidder  Peabody, New York, NY and Vice
President,  OTC  Listed and Trading at Paine Webber, New York, NY.  He graduated
from  the  University  of  Vermont  in  1986  with  a Bachelor of Arts Degree in
Political  Science.

     HENRY  A.  SCHULLE.  Mr. Schulle has served as one of our directors and our
Vice  President  and  Secretary  since February 2009.  Mr. Schulle has served as
AvStar's  Vice  President and a member of AvStar's Board of Directors since July
2006; from July 2006 until January 2008 he also served as AvStar's President and
Chairman  of  the  Board  of  Directors.  Since January 8, 2004 he has served as
Chairman  of the Board of Directors and a principal of Martex Trading Company, a
privately held company active in the oil and gas industry as well as real estate
investments  and development.  Martex Trading Company was the controlling member
of  Aurora  Financial  Services,  LLC, a FINRA-registered broker dealer that has
acted  as  a placement agent for AvStar.  From December 2003 until July 2004 Mr.
Schulle  served  as  a  member  of  the Board of Directors of TexCom, Inc. (Pink
Sheets:  TEXC).  AvStar  acquired  San  Diego  Airmotive from TexCom, Inc.  From
January  1997  to  November  2003,  he  was  President  and  a Director of Texas
Commercial Resources, Inc. (Pink Sheets: TCRI) from its inception as a privately
held  company that merged with EZUtilities in 2001.  Mr. Schulle continued as an
officer  and director of Texas Commercial Resources, Inc. through its subsequent
successful  combination  with  Petrosearch  Energy  Corporation (OTCBB: PTSG), a
Houston  based  energy  company.  He served as Chairman of the Board of Unicorp,
Inc.,  which  was  quoted  on  the  OTC  Bulletin Board from November 1991 until
January  1998.  Mr.  Schulle  negotiated the merger of Unicorp, Inc. with United
States Refining Company, a diversified, vertically integrated petroleum refining
and  petrochemical company that was acquired by Houston American Energy Corp. in
April  2001.  From  January  1998 to July 2004, Mr. Schulle was employed by Dell
Computer  Corporation  as a database support specialist working on international
assignments.

                                       18
<PAGE>

     JAMES  H.  SHORT.  Mr.  Short  has  served  as  one  of our directors since
February  2009.  Hehas  been  a member of AvStar's Board of Directors since July
2006.  Since  December  2003 he has served as a member of the Board of Directors
of  TexCom,  Inc. (Pink Sheets: TEXC).  AvStar acquired San Diego Airmotive from
TexCom,  Inc.  He  also  served  as  a member of the Board of Directors of Texas
Commercial  Resources, Inc. (Pink Sheets: TCRI) from 2001 until 2003.  Mr. Short
is  currently  a  principal  and  Vice president of Finance & Administration for
Sabine  Storage  &  Operations,  Inc.,  an  engineering  and  a  consulting firm
specializing  in  the  design, engineering, permitting, construction management,
and  operations  of  hydrocarbon  storage  facilities  in  subsurface  salt dome
formations.  In  addition, he is a principal and Vice President of Marketing for
Sabine  Resources,  Inc.,  a  surface  and  mineral  owner  of  property  having
hydrocarbon  storage  potential  in  a  salt  dome  formation.  Mr.  Short  was
previously  associated  with  Energy  Consultants, Inc., a natural gas marketing
entity  serving  municipalities in South Illinois and Indiana, on an independent
contractor  basis,  from  1984  until 2001.From 1979 to 1984, he was Senior Vice
President  and a director of Coronado Transmission Company with responsibilities
for  gas  acquisition,  transportation, and sales throughout the Southern States
and  Rocky  Mountain  area.  Mr.  Short  served  as  Vice President of Corporate
Planning  and  Vice  President of Gas Supply, Transportation and Sales of Lovaca
Gathering  Company  from  1972 to 1979. He was an employee of Cities Service Oil
Company from 1966 to 1972.  Mr. Short holds a B.S. degree from the University of
Tennessee.

     ROBERT  WILSON.  Mr.  Wilson  has  served  as  our Vice President and Chief
Financial  Officer  since  April  2008.  He  has  also  served  as AvStar's Vice
President  and  Chief Financial Officer since July 2004.  Mr. Wilson also serves
as  the  Chief  Financial  Officer  and  Operations Principal for several broker
dealers  and  investment  banking firms where his duties include compliance with
FINRA,  SEC  and  NYSE  rules  and regulations, the design and implementation of
accounting  and  operations  control procedures, representing firms as an expert
witness and with FINRA examinations. He currently serves as a director and audit
committee chairman for American Security Resources, Inc. and American Enterprise
Development  Corporation  and  as  a  consultant with The Professional Directors
Institute.  Mr. Wilson is a CPA and has over 15 years of experience as the owner
of  a  certified  public  accounting  firm, was previously a member of the FINRA
Board  of  Arbitrators  and  has several FINRA and NYSE licenses. Mr. Wilson has
previously  served as operations compliance manager of the AIM Management Group,
Vice  President  Compliance/Internal Audit of the Kemper Securities Group and an
auditor with Price Waterhouse.  Mr. Wilson is a 1977 graduate of Houston Baptist
University  and  pursued  additional  studies  at  Georgetown  University.

     Our  Board  of  Directors has four members. Each director serves a one-year
term  that  expires  at  the following annual meeting of stockholders. Executive
officers  are  appointed  by  the  Board  of  Directors  and  serve  until their
successors  are appointed. There are no family relationships among our directors
or  executive  officers.

CORPORATE  GOVERNANCE

     Our  Board  of  Directors  has  not  established  any  standing committees,
including  an Audit Committee, Compensation Committee or a Nominating Committee.
The  Board of Directors as a whole undertakes the functions of those committees.
The Board of Directors may establish one or more of these committees whenever it
believes  that  doing  so  would  benefit  us.

CODE  OF  ETHICS

     We  adopted  a  Code  of  Ethics  for  our  Principal  Executive and Senior
Financial Officers on February 6, 2005.  Anyone can obtain a copy of the Code of
Ethics  by  contacting  us  at  the  following address: 3600 Gessner, Suite 220,
Houston,  Texas  77063,  attention:  Chief  Executive  Officer, telephone: (281)
710-7103.  The  first  such  copy  will  be  provided  without  charge.

                                       19
<PAGE>

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
our  directors,  executive officers and persons who are the beneficial owners of
more  than  ten  percent  of  our  common  stock  (collectively,  the "Reporting
Persons")  to  file  reports  of  ownership  and  changes  in ownership with the
Securities  and  Exchange  Commission  and  to  furnish  us with copies of these
reports.  To  the best of our knowledge based solely on information available to
us, the following persons have failed to file, on a timely basis, the identified
reports  required  by Section 16(a) of the Exchange Act during fiscal year ended
December  31,  2008:  Scott  Duncan failed to file three required Form 4's and a
Form 5 to correct the failure to file the Form 4's; Christopher P. Scully failed
to file one required Form 4 and a Form 5 to correct the failure to file the Form
4;  and  Mark  Weller  failed  to  file  three required Form 4's and a Form 5 to
correct  the  failure  to  file  the  Form  4's.

ITEM  11.  EXECUTIVE  COMPENSATION.

     The  following  table sets forth the compensation we paid during the fiscal
years  ended  December 31, 2008 and 2007 to our principal executive officer, our
principal  financial  officer,  and  any  other  executive  officer  whose total
compensation  exceeded  $100,000.  The  executive  officers  listed in the table
below  are  referred  to  as  the  "Named  Executive  Officers."

                         SUMMARY COMPENSATION TABLE (1)

                                           STOCK
                                           AWARDS
 NAME AND PRINCIPAL POSITION     YEAR        ($)            TOTAL ($)
----------------------------    --------    --------        ----------

Alan Premel,                    2008  (2)         0              0
President

Charles B. Pollock,             2008  (3)         0              0
Chief Executive Officer         2007      $  79,058 (4)    $79,058

(1)     The Columns designated by the Securities and Exchange Commission for the
reporting  of  salaries,  bonuses,  option  awards,  non-equity  incentive  plan
compensation,  nonqualified  deferred  compensation  earnings  or  all  other
compensation  have  been  eliminated  as  no  such  salaries,  bonuses,  awards,
compensation  or earnings were made to, earned by, or paid to or with respect to
any  person  named  in  the  table  during any fiscal year covered by the table.

(2)     Mr. Premel was elected President effective December 23, 2008, and he
served as such until December 31, 2008

(3)     Mr. Pollock served as Chief Executive Officer and President until
December 23, 2008.

(4)     Represents 8,459,894 shares of restricted common stock were issued in
lieu of cash salary.

     The  table  below  sets  forth  information pertaining to outstanding stock
awards  owned  by  our  Named  Executive  Officers  as  of  December  31,  2008.

                OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (1)
                ------------------------------------------------

Name               Number of      Number of    Equity Incentive  Option  Option
                   Securities     Securities   Plan Awards      Exercise Expira-
                   Underlying     Underlying   Number of         Price    tion
                   Unexercised   Unexercised   Securities         ($)     Date
                   Options        Options      Underlying          (e)     (f)
                     (#)           (#)         Unexercised
                   Exercisable   Unexercisable Unearned Options
                      (b)           (c)             (#)
                                                    (d)
--------------------------------------------------------------------------------
Charles B. Pollock   600,000        -0-           -0-            .01   7/30/2009
Chief Executive
Officer            1,800,000                                     .01  12/22/2009
--------------------------------------------------------------------------------

(1)     No  stock awards of any kind have been granted; accordingly, the Columns
designated  by the U.S.  Securities and Exchange Commission for the reporting of
certain  stock  awards  have  been  eliminated.

                                       20
<PAGE>

                             DIRECTOR COMPENSATION

     The following table sets forth director compensation paid during the fiscal
year  ended  December  31,  2008(1).

                                        STOCK AWARDS     TOTAL
        NAME                                ($)           ($)
         (a)                                (c)           (h)
--------------------------------------------------------------------------------

    Edward Skaggs                         $1,020(2)     $1,020
--------------------------------------------------------------------------------

(1)     The  columns  designated  by  the  SEC for the reporting of certain fees
earned  or  paid in cash, option awards, non-equity incentive plan compensation,
nonqualified  deferred compensation earnings or all other compensation have been
eliminated  as no such awards, compensation or earnings were made to, earned by,
or  paid to or with respect to any person named in the table during fiscal 2008.

(2)     300,000  shares  of  our  restricted  common  stock.

ITEM  12.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS.

     The  table  sets  forth  below contains certain information as of April 16,
2009 concerning the beneficial ownership of our voting stock by each stockholder
who  is  known by us to own beneficially in excess of 5% of an outstanding class
of  voting  stock.  As  of  April  16,  2009, none of our directors or executive
officers  directly  owned  any  shares  of an outstanding class of voting stock.
Each  of  Russell Ivy, Henry A. Schulle, Gregory H. Noble and James H. Short are
officers  and directors of AvStar Aviation Services, Inc. and thus may be deemed
to  be  the beneficial owners of the shares owned by such corporation, provided,
however,  each  of  them  has  disclaimed  beneficial  ownership of such shares.

     Except  as  otherwise  indicated,  all  persons  listed below have (i) sole
voting  power  and  investment power with respect to their shares, except to the
extent that authority is shared by spouses under applicable law, and (ii) record
and  beneficial  ownership with respect to their shares.  Shares not outstanding
but  deemed beneficially owned by virtue of the right of a person or member of a
group  to  acquire  them  within  60  days  of  April  16,  2009  are treated as
outstanding only for determination of the number and percent owned by such group
or  person.

                AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP

  Name and Address      Title of     Number of      % of    Number of       % of
  of Beneficial Owner    Class       Shares        Class    Votes          Total
                                     Beneficially                          Votes
                                     Owned

NON-MANAGEMENT  5%
------------------
STOCKHOLDERS
------------
AvStar  Aviation  Services,  Inc.
3600  Gessner,  Suite  220
Houston,  Texas 77063   Preferred (1) 1,000,000       100%  5,000,000,000  92.8%

Mark F. Weller
9801 Westheimer, Suite 302
Houston, Texas 77042    Common       56,477,858(2)   14.3%     52,352,858     *

Charles B. Pollock
9801 Westheimer, Suite 302
Houston, Texas 77042    Common       43,662,122 (3)  11.1%     41,262,122     *

Christopher P. Scully
777 Post Oak Blvd., Suite 610
Houston, TX 77056       Common       30,000,000       7.7%     30,000,000     *

Sage Office Services
9801 Westheimer, Suite 302
Houston, Texas 77042    Common       27,500,000       7.0%     27,500,000     *

Elizabeth Pollock
9801 Westheimer, Suite 302
Houston, Texas 77042    Common       21,468,198       5.5%     21,468,198     *

                                       21
<PAGE>

(1)     Each  share  of  Preferred  Stock  is  entitled  to  5,000  votes.

(2)     Includes 52,352,858 restricted common shares and 4,125,000 warrants that
include 1,200,000 warrants with an exercise price of $0.01 that expire July 18,
2009; 1,800,000 warrants with an exercise price of $0.01 that expire December
22, 2009 and 1,125,000 warrants with an exercise price of $0.01 that expire June
28, 2010.

(3)     Includes 41,262,122 restricted common shares held directly and 2,400,000
warrants  which  include  600,000  warrants with an exercise price of $0.01 that
expire July 30, 2009 and 1,800,000 warrants with an exercise price of $0.01 that
expire  December  22,  2009

ITEM  13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS,  AND  DIRECTOR
INDEPENDENCE.

     Except  as described below, none of the following persons has any direct or
indirect  material  interest  in any transaction to which we were or are a party
since  the  beginning of the last fiscal year, or in any proposed transaction to
which  we  propose  to  be  a  party:

     (a)     any  of  our  directors  or  executive  officers;

     (b)     any  nominee  for  election  as  one  of  our  directors;

     (c)      any  person  who  is  known  by  us  to  beneficially  own,
directly or indirectly,  shares  carrying  more than 5% of the voting rights
attached to our common  stock;  or

     (d)     any member of the immediate family (including spouse, parents,
children, siblings  and  in-laws)  of any of the foregoing persons named in
paragraph (a), (b)  or  (c)  above.

     We  had  the  following  related party notes that became due and payable at
December 31, 2008 totaling $659,771 and related accrued interest of $98,313.  We
are  currently  starting  negotiations  to  satisfy  these  amounts.

(a)     Note  payable  to  Mary  Pollock  Merritt,  daughter of our former chief
executive officer.  This note bears interest at rates of 12% per year and became
due  on  December  31,  2008.  This  note  is  not  collateralized.  The current
outstanding  balance  on  this  note  as  of  December  31,  2008  was $168,683.

(b)     Note  payable to Charles Pollock, our former chief executive officer and
a  significant stockholder of ours. This note bears interest of 12% per year and
became  due on December 31, 2008.  This note is not collateralized.  The current
outstanding  balance  on  this  note  as  of  December  31,  2008  was $461,015.

(c)     Note  payable  to  Mark  Weller,  our former president and a significant
stockholder  of ours. This note bears interest of 12% per year and became due on
December  31,  2008.  This  note is not collateralized.  The current outstanding
balance  on  this  note  as  of  December  31,  2008  was  $128,387.

                                       22

     We  entered  into a Share Exchange Agreement fully executed on February 20,
2009 providing for our acquisition of all of the outstanding common stock in San
Diego  Airmotive  ("SDA").  In  connection  with  this acquisition, we issued to
AvStar  Aviation  Services,  Inc.  ("AvStar"), the prior owner of SDA, 1,000,000
shares of our newly-created series A preferred stock, which shares constitute in
the  aggregate  approximately  90%  of  outstanding economic interest and voting
power  in  us.  Each  of  Henry  A. Schulle, Gregory H. Noble and James H. Short
(each  now  a  director  of ours, and in the cases of Messrs. Schulle and Noble,
officers  as  well) were a director or an officer or both of AvStar prior to the
completion  of  this  transaction.  For more information about this transaction,
see  "Item  1.  Business  -  Recent  Events."

INDEPENDENCE OF DIRECTORS

     The  rules  of  the  American Stock Exchange (the "AMEX") generally require
that  a  listed  company's  Board  of  Directors  be  composed  of a majority of
independent  directors.  However,  these rules provide that a "smaller reporting
company"  need  only  maintain  a  Board  of Directors comprised of at least 50%
independent  directors.  Although  we  are  not  listed  on the AMEX, we use the
standards  established  by  the  AMEX for determining whether or not each of our
directors is "independent." We have determined that, as of March 31, 2009, James
H.  Short  is an "independent" director in accordance with the AMEX independence
standards.

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES.

During  2008  and  2007, the aggregate fees that we paid to Malone & Bailey, PC,
our  independent  auditors,  for  professional  services  were  as  follows:

                                       YEAR ENDED DECEMBER 31,
                                           2008              2007
                                           ----              ----
Audit  Fees  (1)                     $     15,000          $     43,378

Audit-Related  Fees                           N/A                   N/A

Tax  Fees                                     N/A                   N/A

All  Other  Fees                              N/A                   N/A

(1)     Fees  for  audit  services include fees associated with the annual audit
and  the  review  of  our  quarterly  reports  on  Form  10-QSB.

AUDIT  COMMITTEE  PRE-APPROVAL  OF  AUDIT  AND  PERMISSIBLE
NON-AUDIT  SERVICES  OF  INDEPENDENT  REGISTERED  PUBLIC  ACCOUNTING  FIRM.

     We  do  not  have  an  audit  committee,  but our entire Board of Directors
functions  as  such.   Our  Board  of  Directors  pre-approves the engagement of
Malone  & Bailey, PC for all audit and permissible non-audit services. Our Board
of  Directors  annually  reviews  the  audit  and permissible non-audit services
performed  by  Malone & Bailey, PC, and reviews and approves the fees charged by
Malone  & Bailey, PC. Our Board of Directors has considered the role of Malone &
Bailey,  PC  in providing tax and audit services and other permissible non-audit
services  to  us  and  has  concluded  that  the  provision of such services was
compatible  with  the  maintenance  of Malone & Bailey, PC's independence in the
conduct  of  its  auditing  functions.

                                       23
<PAGE>

                                    PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)     The  following  Exhibits  are  filed  as  part  of  this  report.

Exhibit  No.     Description
------------     -----------

2.1     Stock  Acquisition and Reorganization Agreement between us and Segway II
        Corp.  dated  April  26, 2000 is incorporated herein by reference to our
        Current Report  on Form 8-K (SEC File No. 0-30503) filed with the SEC
        on April 28, 2000, Exhibit  2.1.
2.2     Share Exchange Agreement by and between us and AvStar Aviation Services,
        Inc.  is incorporated herein by reference to our Current Report on Form
        8-K (SEC File  No.  0-30503)  filed  with  the  SEC  on  February  25,
        2009, Exhibit 2.1.
3.1     Articles  of  Incorporation,  as  amended  through  April  28, 2000, are
        incorporated herein by reference to our Current Report on Form 8-K (SEC
        File No. 0-30503)  filed  with  the  SEC  on  April  28,  2000,  Exhibit
        3.1.
3.2     Articles  of  Amendment  dated  February  5,  2001  to  Articles  of
        Incorporation is incorporated herein by reference to Amendment No. 1
        (filed with the  SEC  on  March 2, 2001) to our Registration Statement
        on Form S-1 (SEC File No.  333-55220),  Exhibit  3.1.
3.3     Articles  of  Amendment  to  Articles  of  Incorporation  filed with the
        Secretary  of  State  of  Colorado  on  October  3,  2003  -  filed
        herewith.
3.4     Articles  of  Amendment  to  Articles  of  Incorporation  filed with the
        Secretary  of  State  of  Colorado  on  July  21,  2005  -  filed
        herewith.
3.5     Articles  of  Amendment  to  Articles  of  Incorporation  creating  the
        Company's  Series  A Preferred Stock is incorporated herein by reference
        to our Current Report on Form 8-K (SEC File No. 0-30503) filed with the
        SEC on February 25,  2009,  Exhibit  3.1.
3.6     By-laws  are  incorporated  herein by reference to our Current Report on
        Form  8-K  (SEC  File No. 0-30503) filed with the SEC on April 28, 2000,
        Exhibit 3.2.
10.1    $235,000 principal amount note dated November 22, 2006 issued by AvStar
        Aviation  Services,  Inc.  (AvStar")  to  TexCom,  Inc.  -  filed
        herewith.
10.2    Modification  agreement  regarding  promissory  note dated November 22,
        2006  -  filed  herewith.
10.3    Pledge  of  Shares  of  Stock dated November 17, 2006 - filed herewith.
10.4    Hangar  Sublease  dated  May  1,  2007 between AvStar and French Valley
        Aviation,  Inc.  -  filed  herewith.
14.1    Code  of Ethics is incorporated herein by reference to Annual Report on
        Form 10-KSB for the year ended December 31, 2005 (SEC File No. 0-30503),
        Exhibit 14.1.
21.1    Subsidiaries  -  filed  herewith.
31.01   Sarbanes  Oxley  Section  302  Certifications  -  filed  herewith
32.01   Sarbanes  Oxley  Section  906  Certifications  -  filed  herewith


                                       24

<PAGE>

                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                 PANGEA  PETROLEUM  CORP.

                                 By:     /s/ Russell Ivy
                                         ---------------
                                         Russell  Ivy
                                         Chief Executive Officer & President
Date:   May  15,  2009

     In accordance with the Exchange Act, this report had been signed below by
the following persons on behalf of the registrant in the capacities and on the
dates indicated.

/s/  Russell  Ivy
-----------------
Russell  Ivy
Director, Chief Executive Officer & President (Principal executive officer)
Date:   May15,  2009


/s/  Henry  A.  Schulle
-----------------------
Henry  A.  Schulle
Director
Date:   May  15,  2009

/s/  Gregory  H.  Noble
-----------------------
Gregory  H.  Noble
Director
Date:   May  15,  2009

/s/  James  H.  Short

James  H.  Short
----------------
Director
Date:   May  15,  2009

/s/  Robert  Wilson
-------------------
Robert  Wilson
Vice President and Chief Financial Officer (Principal financial and accounting
officer)
Date:   May  15,  2009

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