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

                                  FORM 10-K/A

                                AMENDMENT NO. 1
(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      (I.R.S. Employer Identification No.)
    of 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)

     Indicate  by  check mark if the registrant is a well-known seasoned issuer,
as  defined  in  Rule  405  of  the  Securities  Act.  Yes     No

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

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

     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.


<PAGE>


               AMENDMENT NO. 1 TO THE ANNUAL REPORT ON FORM 10-K
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

                                EXPLANATORY NOTE

     We  are  filing this Amendment No. 1 (the "Amendment") to our Annual Report
on  Form 10-KS for the fiscal year ended December 31, 2008 (the "Annual Report")
to  amend  and  restate Item 8 captioned "Financial Statements and Supplementary
Data"  in  its entirety.  This amendment and restatement adds the results of our
financial performance for fiscal 2007.  The results of our financial performance
for  fiscal  2008  have  not  changed.  A  slight change in the footnotes to the
financial  statements  to  delete  a reference to the anticipated filing of this
Amendment  has been deleted.  Other than for these changes, the Annual Report is
not  being  amended  in  any  respect.

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.

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>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
  Pangea Petroleum Corporation
  Houston, Texas

We have audited the accompanying consolidated balance sheet of Pangea Petroleum
Corporation as of December 31, 2007, and the related consolidated statements of
operations, stockholders' deficit and cash flows for each of the two years then
ended. These consolidated financial statements are the responsibility of Pangea
Petroleum Corporation's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audit.

We  conducted  our  audit  in  accordance  with  standards of the Public Company
Accounting  Oversight  Board (placecountry-regionUnited States). Those standards
require  that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement.
The Company is not required to have, nor were we engaged to perform, an audit of
its  internal control over financial reporting. Our audit included consideration
of  internal  control  over  financial  reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing  an  opinion  on  the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
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. We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion, the consolidated inancial statements referred to above present
fairly,  in  all  material  respects, the financial position of Pangea Petroleum
Corporation  as  of December 31, 2007, and the results of its operations and its
cash  flows  for  each of the two years then ended in conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.

The  accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements,  the  Company  has  experienced significant
losses.  Those  conditions,  among  others,  raise  substantial  doubt about the
Company's  ability  to continue as a going concern. Management's plans regarding
these  matters  are  also  described  in  Note  2. The accompanying consolidated
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.


May 1, 2008
Malone & Bailey, PC
Houston, Texas
www.malone-bailey.com

May 1, 2008

<PAGE>
                           PANGEA PETROLEUM CORP
                              BALANCE SHEET

                        ASSETS
                                                               December 31
                                                              2008     2007
 Current assets
Cash                                                          2,595      2,718
Accounts receivable                                           1,844          0
                                                              ----------------

                  Total Current Assets                        4,439      2,718

Property and equipment:
   Proven oil and gas properties (successful efforts
     method), net of accumulated depletion of $143,978       28,734     40,478
   Unproven oil and gas properties (successful effort
     method)                                                152,000    171,462
                                                            ------------------

                  Total Fixed Assets                        180,734    211,940
                                                            ---------- -------
                  Total assets                          $   185,173    214,658
                                                        ======================

     LIABILITIES AND STOCKHOLDERS' DEFICIT

     Current liabilities
Accounts payable                                             43,595     21,535
Credit Card Payable                                          18,374          0
Accrued interest payable to related parties                  79,090    126,730
Notes payable to related parties                             11,500    528,041
Notes Payable                                                     -     15,507
Stock Payable                                                     -     21,680
                                                             -----------------

                  Total current liabilities                 152,559    713,493

Long term debt to related parties                           659,771      5,000
Asset Retirement Obligations                                  8,193      8,193
                                                           -------------------

                  Total liabilities                         820,523    726,686
                                                            ------------------

     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     306,340
Additional paid-in capital                              18,521,904  18,373,829
Accumulated deficit                                    (19,522,753)(19,192,197)
                                                       -----------------------

                Total stockholders' deficit               (635,350)   (512,028)
                                                       -----------------------

         Total liabilities and stockholders' deficit       185,173     214,658
                                                       =======================

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



                                                             2008      2007


     Oil and gas revenue                                  29,404      53,447

     Costs and expenses:
     Lease operating expenses                             19,154      22,124
     Production tax                                        1,864       2,981
     Selling, general and administrative,
       including stock based compensation                211,589     306,150
     Dry hole costs                                             -         282
     Impairment of oil and gas properties                 42,926      26,634
     Plug and abandonment costs                                -           -
     Depletion and depreciation                            5,335      33,236
     Gain/Loss on sale of assets                               -         562
                                                       ---------------------
                              Total costs and expenses   280,869     392,969
                                                       ----------------------
                                  Loss from operations  (251,465)   (339,522)

     Other income and (expenses):
     Interest expense                                    (79,090)    (63,457)
     Settlement income                                         -           -
                                                      ----------------------
                                  Net loss              (330,555)   (402,979)
                                                      ======================

     Weighted average common shares outstanding      298,865,393 298,865,393

     Basic and diluted net loss per common share              (0)         (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, 2005      222,676,886 222,677 17,257,178 (17,778,287)            (298,432)
Common stock
  issued for
  cash           13,700,000  13,700    171,300                          185,300
Common stock
  issued for
  exercise of
  cashless
  warrants        2,296,434   2,296     (2,296                                0
Common stock
  issued to
  compensate
  employees and
  consultants    34,239,244  39,240    585,881                (4,247)   615,874
Common stock
  issued for
  Asset Purchase
  Agreement      20,000,000  20,000    150,000                          170,000
Cancellation of
  shares under
  Securities
  Purchase
  Agreement dated
  December 31,
  2001         (11,653,998) (11,654)    11,654                                0
Net loss                                         (1,010,931)         (1,010,931)
                ---------------------------------------------------------------
Balance at
  December 31,
  2006         281,258,566  281,259 18,173,717  (18,789,218)  (4,247)  (338,489)

Common stock
  issued to
  compensate
  employees and
  consultants  25,080,978    25,081    200,112                 4,247    229,440
Net loss                                           (402,979)           (402,979)
               ----------------------------------------------------------------
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 (19,522,753)      0     (635,350)
              ==================================================================

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


                                                            2008       2007

Cash flows from operating activities:
Net loss                                                  (330,555)   (402,979)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
   Depletion and depreciation expense                        5,335      33,236
   Impairment of oil and gas properties                     42,926      23,634
   Dry hole expense                                              -           -
   Plug and abandonment costs                                    -           -
   Stock-based compensation                                (10,180)    251,120
Changes in assets and liabilities:
     Accounts receivable                                    (1,844)    (15,079)
     Prepaid expenses                                            -           -
     Payroll taxes refundable                                    -       7,131
     Accounts payable and accrued liabilities               (7,206)     63,917
     Other                                                       0         250
                                                         ---------------------
               Net cash (used in) operating activities    (301,524)    (38,770)

Cash flows (used in) investing activities:
Capital and exploratory expenditures                       (32,000)    (17,202)


Cash flows from financing activities:
Proceeds from the sale of common stock                     206,671           0
Proceeds from notes payable                                126,730       5,000
                                                         ---------------------

             Net cash provided by financing activities     333,401       5,000
                                                         ---------------------
                  Net change in cash and cash equivalents     (123)    (50,972)

Cash and cash equivalents at beginning of year               2,718      53,690
                                                         ---------------------
                Cash and cash equivalents at end of year     2,595       2,718
                                                         =====================

Supplemental Disclosures:
Cash paid for interest                                                       0
Cash paid for income taxes                                                   0
Noncash investing and financing activities:
Oil and gas property acquired with common stock issuance                     0
Cashless exercise of warrants                                                0
Cancellation of shares                                                       0
Assumptions of debt associated with oil & gas property                  33,961
Seller financed purchase of O&G properties                               7,515
Payoff of debt with oil and gas revenues,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,8,980

<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.

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, 2008           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.

                                    PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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

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

31.01     Sarbanes  Oxley  Section  302  Certifications  -  filed  herewith
-----     -----------------------------------------------------------------
32.01     Sarbanes  Oxley  Section  906  Certifications  -  filed  herewith
-----     -----------------------------------------------------------------


                                   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  18,  2009

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