ARTICLES  OF  AMENDMENT  TO
                ARTICLES  OF  INCORPORATION  (PROFIT)

Pursuant  to   7-110-106  and  part 3 of article 90 of title 7, Colorado Revised
Statutes  (C.R.S.), these Articles of Amendment to its Articles of Incorporation
are  delivered  to  the  Colorado  Secretary  of  State  for  filing.

1.     The  name  of  the  corporation  is  Pangea  Petroleum  Corp.
       (If changing the  name  of  the corporation, indicate name of corporation
       BEFORE  the  name  change)

2.     The  date the following amendment(s) to the Articles of Incorporation was
        adopted:  08/11/03

3.     The  text  of  each  amendment  adopted (include attachment if additional
       space  needed):
       SEE  ATTACHED  SHEET

4.     If changing the corporation name, the new name of the corporation is: N/A

5.     If providing for an exchange, reclassification, or cancellation of issued
       shares,  provisions  for  implementing  the  amendment  if  not contained
       in the amendment:  N/A

6.     Indicate  manner  in  which  amendment(s)  was  adopted  (mark only one):

       _____   No  shares  have  been  issued  or  Directors elected  -  Adopted
               by Incorporator(s)
       _____   No  shares  have been issued but Directors have been elected -
               Adopted by  the  board  of  directors
       _____   Shares  have  been  issued  but  shareholder action was not
               required -Adopted  by  the  board  of  directors
        XXX    The  number  of  votes  cast  for the amendment(s) by each voting
        ---    group entitled  to  vote separately on the amendment(s) was
               sufficient for approval by that  voting  group  -  Adopted  by
               the  shareholders

7.     Effective  date  (if  not  to be effective upon filing) _________________
       (Not  to  exceed  90  days)

8.     The  (a)  name or names, and (b) mailing address or addresses, of any one
       or  more  of the individuals who cause this document to be delivered for
       filing, and to whom the Secretary of State may deliver notice if filing
       of this document is refused, are:  Pangea Petroleum Corp. Attn. Charles
       Pollock, 5850 San Felipe, Suite  500,  Houston,  Texas  77057

Causing  a  document  to be delivered to the secretary of state for filing shall
constitute  the  affirmation  or  acknowledgment of each individual causing such
delivery,  under penalties of perjury, that the document is the individual's act
and  deed  or  the  act and deed of the entity on whose behalf the individual is
causing the document to be delivered for filing and that the facts stated in the
document  are  true.

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ARTICLE  III  OF  THE  ARTICLES  OF  INCORPORATION  IS  AMENDED  TO  READ:

The total number of shares of stock that the Corporation shall have authority to
issue is Two Hundred Ten Million (210,000,000) consisting of Two Hundred Million
(200,000,000)  shares  of  Common  Stock,  par  value  $0.001 per share ("Common
Stock"),  and  Ten  Million  (10,000,000)  shares  of Preferred Stock, par value
$0.001  per  share  ("Preferred  Stock").

Shares  of Preferred Stock of the Corporation may be issued from time to time in
one  or  more  series,  each of which shall have mach distinctive designation or
title  as  shall  be  determined  by  the  Board of Directors of the Corporation
("Board  of  Directors") prior to the issuance of any shares thereof.  Preferred
Stock  shall  have such voting powers, full or limited, or no voting powers, and
such  preferences  and relative, participating, optional or other special rights
and such qualifications, limitations or restrictions thereof, as shall be stated
in  such  resolution  or  resolutions  providing  for the issue of such class or
series  of  Preferred  Stock  as maybe adopted from time to time by the Board of
Directors prior to the issuance of any shares thereof.  The number of authorized
shares  of  Preferred  Stock  may  be  increased or decreased (but not below the
number  of  shares  thereof  then  outstanding)  by  the affirmative vote of the
holders  of a majority of the voting power of all the then outstanding shares of
the  capital stock of the corporation entitled to vote generally in the election
of  the Directors (the "Voting Stock"), voting together as single class, without
a  separate  vote of the holders of the. Preferred Stock, or any series thereof,
unless  a  vote  of any such holders is required pursuant to any Preferred Stock
Designation."