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

                                   FORM 10-KSB

                [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                              For Fiscal Year Ended
                                December 31, 2002

                            Commission File #0-30503
                          PANGEA PETROLEUM CORPORATION
             (Exact name of registrant as specified in its charter)

                                    COLORADO
         (State or other jurisdiction of incorporation or organization)

                                   76-0635938
                      (IRS Employer Identification Number)

                5850 San Felipe, Suite 500, Houston, Texas 77057
               (Address of principal executive offices)(Zip Code)

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

    (Former name, former address and former fiscal year, if changed since last
                                     report)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Common Stock, $0.001
Par Value

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  [X]  No  [  ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B not contained in this form, and no disclosure will be contained,
to  the  best  of the 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  10KSB  [  ]

Revenues  for  year  ended December 31, 2002: $31,895. Aggregate market value of
the  voting common stock held by non-affiliates of the registrant as of April 8,
2003  was  $539,120.12.  Number  of  shares  of  the  registrant's  common stock
outstanding  as  of  April  8,  2003  was  78,305,915.


                                                                               1
<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE


                                     PART I

Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . .      3
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . .      8
Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . .      8
Item 4. Submission of Matters to a Vote of Security Holders. . . . . .      8
Item 5. Market for Registrant's Common Equity and Related Stockholder
        Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . .      9


                                    PART II

Item 6. Management's Discussion and Analysis of Financial Condition
        and Results of Operations. . . . . . . . . . . . . . . . . . .     10
Item 7. Financial Statements . . . . . . . . . . . . . . . . . . . . .     14
Item 8. Changes in and Disagreements With Accountants on Accounting
        and Financial Disclosure . . . . . . . . . . . . . . . . . . .     14

                                    PART III

Item 9. Directors and Executive Officers of the Registrant . . . . . .     15
Item 10. Executive Compensation. . . . . . . . . . . . . . . . . . . .     17
Item 11. Security Ownership of Certain Beneficial Owners and
        Management 18
Item 12. Certain Relationships and Related Transactions. . . . . . . .     19
Item 13. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . .     20
Item 14 Controls and Procedures. . . . . . . . . . . . . . . . . . . .     20


                                                                               2
<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL INFORMATION ABOUT PANGEA

Pangea  Petroleum  Corporation  is  a  publicly traded company listed on the OTC
Electronic Bulletin Board under the symbol "PAPO".  We are an independent Energy
Company  focused on exploration and development of oil and natural gas reserves.
Pangea's  core  business  is  the development of oil and gas prospects in proven
onshore production areas. The Company directs essentially all of it resources on
revenue  producing activities by keeping its overhead at a minimum level through
the  retention  of carefully selected, highly qualified consultants, contractors
and  service  companies.

Pangea  will  create shareholder value by using capital and proven technology to
exploit  energy  prospects that are of minor interest to larger companies due to
their size and location. The Company will invest in projects at different levels
of  participation,  generally  as  a  minority  owner, such that daily operating
responsibility  is  in  the  hands  of experienced, high quality partners and or
contractors.  Producing properties may be resold as appropriate to establish and
maintain  optimum  asset  value.

Pangea  has  been  actively  evaluating  prospects  for investment.  During 2002
project  developers  brought  Pangea  prospects  for  review  in  Texas, Kansas,
Oklahoma,  California,  and  Michigan.  Pangea reviewed and conducted an initial
evaluation on each prospect centered on the quality of the geologic data and the
performance  of  offset  or  similar wells in the given areas.  If those factors
were  favorable  then  the  economics,  including  prospect  fees, land or lease
acquisition  and  projected  drilling  and  completion  cost  were developed and
reviewed.  Finally  the  prospects  were  subjected  to  a  risked evaluation of
potential  production  and  price  scenarios.

A total of 14 prospects were evaluated in 2002.  Of those, 8 were carried to the
risk  analysis  phase  and  2  are  still in early phases.  All 10 are in Texas.
Those  10  prospects  were  actively  negotiated  with the project developers to
determine  if  100%  of  the  investors  necessary  to  move the prospect to the
drilling  phase could be recruited and if appropriate operating agreements could
be  developed.  In  2003  two  of  these  projects  were  successfully  moved to
investment,  two  projects  were dropped and six projects are still pending. The
two projects moved to investment are in Panola and Liberty counties in Texas and
are  described  in  Part  II.

PANGEA PETROLEUM ORGANIZATION

We  are a Colorado corporation incorporated on March 11, 1997 under the name Zip
Top,  Inc.  On  December  11,  1998,  we  changed  our  name to Pangea Petroleum
Corporation.   Pangea  acquired  a  subsidiary, Mass Energy, in October of 2000.
In  October  2002,  the  Company  sold  its  interest in Mass Energy, Inc. to an
unrelated  third  party.  The  transaction was at arms length and the terms were
negotiated  between  the  parties.


BUSINESS STRATEGY

Revenue  potential  and  asset enhancement will be the guiding principal for all
our  investments.  Projects will be selected and developed in a manner that will
minimize  capital  required  and maximize the utilization of existing production
and collection infrastructure and geologic data. We will try to minimize risk by
drilling  in  known  areas  and  producing  other  reserves  made  available  by
work-overs and other established techniques. Revenue streams will be enhanced by
the  careful  selection  and  priorization  of  projects.

The first focus in our business plan is participation in a significant number of
attractive  energy  investments  that will continue to be available for purchase
using appropriate technology available through service companies and consultants
to  develop  these  properties. The assumption is that a mix of investments will
support  a  predictable, growing revenue stream from product sales and augmented
by  income  from  the  sale  of  enhanced  productive  properties.


                                                                               3
<PAGE>
The  second  focus  for value creation will be the enhanced asset value realized
from  the  development  of the under-utilized reserves acquired by purchase from
larger  companies.  These reserves can frequently be successfully produced for a
number  of  years  by  low  overhead  operators  such  as  Pangea.

The  final  focus  will be the formation of strategic alliances and partnerships
that  will  enable  Pangea  to  play  a greater role in the development of older
reserves  than  it  could  achieve on its own. These partnerships might take the
form  of  jointly  owned  reserves,  production  sharing agreements with service
companies  in return for production guarantees, or some combination of these and
other  shared  business  arrangements.  Pangea's organization will fully utilize
strategic  marketing  to  fully  implement  its business plan. Pangea intends to
become a significant participant in select market niches in the energy industry.
The  niches  include  the  development  of  under  producing oil and natural gas
reserves  with  capital  and  technology, the resale of improved and re-packaged
producing  properties  and  participation  in  the  final  production  stage and
disposition  of  select  projects.  We will create value for our shareholders by
leading  the  market  in  our  niches  and  maintaining a strong financial base.

RISK FACTORS

GOING CONCERN RISK

We  have  had and could have losses, deficits and deficiencies in liquidity that
could impair our ability to continue as a going concern.  In Audit Report Note #
2,  our  independent  auditors  have  indicated  that  certain  factors  raise
substantial  doubt about our ability to continue as a going concern.   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, 2002
and  2001,  the  Company  reported  net  losses  of  $1,082,920  and $9,000,347,
respectively, and negative cash flows from operations of $223,963 and $1,396,624
respectively.

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.


IMPLEMENTATION OF BUSINESS STRATEGY DEPENDENT ON ADDITIONAL FINANCING

We must obtain financing to fund the expansion of our operations and to meet our
obligations  as  they become due. Any additional debt or equity financing may be
dilutive  to  the  interests of our stockholders. Such outside financing must be
provided  from the sale of equity or third party financing. Further, the sale of
equity  securities  will  dilute  our  existing  stockholders'  interests,  and
borrowings  from  third  parties  could  result  in  our assets being pledged as
collateral.  Loan  terms,  which  would  increase our debt service requirements,
could  restrict  our  operations.  There  is  no  assurance  that  we can obtain
financing  on  favorable  terms.

INDUSTRY

The  petroleum industry is a global industry that is fundamental to all economic
activity.  It  is  composed  of  the  down  stream  sector (refining, marketing,
products and derivatives) and the upstream sector that is focused on finding and
producing  crude  oil  and  natural gas. Oil and natural gas are commodities are
found  throughout the world and they have been produced in increasing quantities
since  the  mid  19th century. The exploration, production and transportation of
these  materials  in  the  modern  era generate an enormous appetite for capital
because  quantities  sufficient to fuel the world's economic machine are rapidly
becoming  more  difficult  to find and expensive to produce. Consequently, a few
global  corporations  and  state  energy  companies dominate the industry. These
companies  tend  to concentrate their investments on very large prospects and to
quickly  abandon  less  productive,  older  reserves.


                                                                               4
<PAGE>
The production technology in the petroleum industry has improved tremendously in
recent  years,  however commercial quantities of oil and gas are frequently left
in  place  when  fields  are  abandoned. This fact is particularly true in older
reservoirs  that  were  abandoned  before  modern  technologies  were available.
Additionally,  the  economic level of interest varies with company size. A small
company  such as Pangea can successfully exploit a field that is not of interest
to  a  major  oil  and  gas  company.

Mature  energy  provinces  such as the United States have many productive fields
with  production  and  collection infrastructure in place that can be purchased.
The  infrastructure  represents a significant savings in investment required for
production  to  continue.  These  fields  offer  investment  potential for those
companies  willing  to commit capital and appropriate technology. The technology
is  readily  available  from  consultants,  service  companies, and other groups
established  to  support  the  petroleum  production  sector.

This  plan  will  target the petroleum niche composed of fields with established
reserves  that require capital and/or technology in order to develop, enhance or
restore  production.

JOINT OPERATIONS WITH OTHERS; NON-OPERATOR STATUS

Pangea  owns less than 100% of the working interest in our oil and gas holdings.
Operations  are  conducted  jointly  with  other  working interest owners. Joint
operating  arrangements  are  customary  in  the  oil  and  gas industry and are
governed  by a joint operating agreement whereby a single working interest owner
is  designated  the  operator.  For properties where we own less than 50% of the
working  interest,  drilling  and operating decisions may not be entirely within
our  control. If we disagree with the decision of a majority of working interest
owners,  we  may  be  required,  among  other  things,  to postpone the proposed
activity  or  decline  to participate. If we decline to participate, we might be
required  to  relinquish  our  interest or may be subject to certain non-consent
penalties,  as  provided  in  the applicable operating agreement. Such penalties
typically  allow  participating  working  interest  owners  to  recover from the
proceeds  of  production,  if  any,  an  amount  equal  to  100%-200% of the new
investment.

Under  most  operating agreements, the operator is given direct and full control
over  all operations on the property and is obligated to conduct operations in a
workman-like  manner;  however the operator is usually not liable to the working
interest  owners  for losses sustained or for liabilities incurred, except those
resulting  from  its  own  gross  negligence or willful misconduct. Each working
interest  owner is generally liable for its share of the costs of developing and
operating jointly owned properties. The operator is required to pay the expenses
of  developing  and  operating  the  property  and will invoice working interest
owners  for their proportionate share of such costs. In instances where we are a
non-operating  working interest owner, we may have a limited ability to exercise
control over operations and the associated costs of such operations. The success
of  our  investment in such non-operated activities may, therefore, be dependent
upon  a  number  of  facts  that  are  outside  of  our  direct  control.

MARKETING

The revenue generated by our operations are highly dependent upon the prices of,
and  demand  for  crude oil and natural gas. Historically, the markets for crude
oil and natural gas have been volatile and are likely to continue to be volatile
in  the future. The prices received by the Company for its crude oil and natural
gas production and the level of such production are subject to wide fluctuations
and  depend  on  numerous  factors beyond our control including seasonality, the
condition  of the United States economy (particularly the manufacturing sector),
foreign  imports,  political  conditions  in  other  oil-producing  and  natural
gas-producing  countries, the actions of the Organization of Petroleum Exporting
Countries  and  domestic  regulation, legislation and policies. Decreases in the
prices of crude oil and natural gas could have an adverse effect on the carrying
value  of  any  proved  reserves  or  revenue  from  operations  in  the future.

COMPETITION

We  operate  in  a  highly  competitive environment. Competition is particularly
intense  with  respect to the acquisition of desirable undeveloped crude oil and
natural  gas properties. The principal competitive factors in the acquisition of
such undeveloped crude oil and natural gas properties include the staff and data
necessary  to  identify,  investigate  and  purchase  such  properties,  and the
financial resources necessary to acquire and develop such properties. We compete
with  major  and  independent crude oil and natural gas companies for properties
and  the  equipment  and  labor


                                                                               5
<PAGE>
required  to develop and operate such properties. Many of these competitors have
financial  and  other  resources  substantially  greater  than  ours,  which may
adversely  affect  the  company's  ability  to  compete  on  certain  projects.

REGULATORY MATTERS

Our  operations  are  affected from time to time in varying degrees by political
developments  and  federal, state, provincial and local laws and regulations. In
particular,  oil and gas production operations and economics are, or in the past
have  been,  affected  by  price  controls,  taxes,  conservation,  safety,
environmental,  and other laws relating to the petroleum industry, by changes in
such  laws  and  by  constantly  changing  administrative  regulations.

PRICE REGULATIONS

In  the recent past, maximum selling prices for certain categories of crude oil,
natural  gas,  condensate  and NGLs in the United States were subject to federal
regulation.  In  1981,  all  federal  price  controls  over  sales of crude oil,
condensate  and  NGLs were lifted. In 1993, the Congress deregulated natural gas
prices  for  all  "first  sales"  of  natural gas. As a result, all sales of our
United  States  produced crude oil, natural gas, condensate and NGLs may be sold
at  market  prices,  unless  otherwise  committed  by  contract.

STATE AND OTHER REGULATION

All  of  the  jurisdictions  in  which  we  lease or own producing crude oil and
natural  gas properties have statutory provisions regulating the exploration for
and  production  of  crude  oil  and natural gas, including provisions requiring
permits  for the drilling of wells and maintaining bonding requirements in order
to  drill or operate wells and provisions relating to the location of wells, the
method  of  drilling  and  casing  wells,  the  surface  use  and restoration of
properties  upon  which  wells  are  drilled  and the plugging and abandoning of
wells.  Our  operations  are  also  subject  to  various  conservation  laws and
regulations.  These  include  the regulation of the size of drilling and spacing
units  or  proration  units and the density of wells that may be drilled and the
unitization  or pooling of crude oil and natural gas properties. In this regard,
some  states  and provinces allow the forced pooling or integration of tracts to
facilitate  exploration  while  other  states  and  provinces  rely on voluntary
pooling of lands and leases. In addition, state and provincial conservation laws
establish  maximum  rates  of  production  from crude oil and natural gas wells,
generally  prohibit  the  venting  or  flaring of natural gas and impose certain
requirements  regarding the ratability of production. Some states, such as Texas
and  Oklahoma, have, in recent years, reviewed and substantially revised methods
previously  used to make monthly determinations of allowable rates of production
from  fields  and  individual wells. The effect of these regulations is to limit
the  amounts  of crude oil and natural gas we can produce from its wells, and to
limit  the  number  of  wells  or  the  location  at  which  we  can  drill.

State  and  provincial  regulation  of  gathering  facilities generally includes
various  safety,  environmental,  and  in some circumstances, non-discriminatory
take  requirements, but does not generally entail rate regulation. In the United
States,  natural  gas gathering has received greater regulatory scrutiny at both
the  state  and  federal  levels  in  the  wake  of  the  interstate  pipeline
restructuring  under  Order  636.  For  example,  on  August 19, 1997, the Texas
Railroad  Commission  enacted a Natural Gas Transportation Standards and Code of
Conduct  to  provide  regulatory  support  for the State's more active review of
rates,  services  and practices associated with the gathering and transportation
of gas by an entity that provides such services to others for a fee, in order to
prohibit  such entities from unduly discriminating in favor of their affiliates.

In the event we conduct operations on federal or Indian oil and gas leases, such
operations  must comply with numerous regulatory restrictions, including various
non-discrimination  statutes,  and  certain of such operations must be conducted
pursuant  to  certain  on-site  security regulations and other permits issued by
various  federal  agencies.  In  addition,  in  the  United States, the Minerals
Management Service ("MMS") has recently issued a final rule to clarify the types
of  costs  that  are  deductible  transportation  costs  for purposes of royalty
valuation  of  production  sold off the lease. In particular, MMS will not allow
deduction  of  costs  associated with marketer fees, cash out and other pipeline
imbalance  penalties,  or  long-term  storage  fees.  Further,  the MMS has been
engaged  in  a  three-year  process of promulgating new rules and procedures for
determining  the  value  of  oil  produced  from  federal  lands for purposes of
calculating  royalties  owed  to  the  government. The oil and gas industry as a
whole  has  resisted the proposed rules under an assumption that royalty burdens
will substantially increase. We cannot predict what, if any, effect any new rule
will  have  on  its  operations.


                                                                               6
<PAGE>
ENVIRONMENTAL MATTERS

Our operations are subject to numerous federal, state, provincial and local laws
and  regulations  controlling  the  generation,  use,  storage, and discharge of
materials  into  the  environment or otherwise relating to the protection of the
environment.  These laws and regulations may require the acquisition of a permit
or  other  authorization before construction or drilling commences; restrict the
types, quantities, and concentrations of various substances that can be released
into the environment in connection with drilling, production, and gas processing
activities;  suspend,  limit  or  prohibit  construction,  drilling  and  other
activities  in  certain  lands  lying  within  wilderness,  wetlands,  and other
protected  areas;  require  remedial  measures  to  mitigate pollution, restrict
injection  of  liquids  into subsurface strata that may contaminate groundwater;
and  impose substantial liabilities for pollution resulting from our operations.
Environmental  permits required for our operations may be subject to revocation,
modification,  and renewal by issuing authorities. Governmental authorities have
the  power  to  enforce  compliance  with  their  regulations  and  permits, and
violations  are subject to injunction, civil fines, and even criminal penalties.
Pangea  believes it is in substantial compliance with current environmental laws
and  regulations, and will not be required to make material capital expenditures
to  comply  with  existing laws. Nevertheless, changes in existing environmental
laws  and  regulations  or interpretations thereof could have an impact on us as
well  as  the oil and gas industry in general, and thus we are unable to predict
the  ultimate  cost  and  effects  of  future  changes in environmental laws and
regulations.

In the United States, the Comprehensive Environmental Response, Compensation and
Liability  Act  ("CERCLA"),  also  known  as  "Superfund,"  and comparable state
statutes  impose  strict,  joint,  and  several  liability on certain classes of
persons  who  are  considered to have contributed to the release of a "hazardous
substance"  into the environment. These persons include the owner or operator of
a  disposal site or sites where a release occurred and companies that generated,
disposed  or  arranged  for the disposal of the hazardous substances released at
the site. Under CERCLA such persons or companies may be retroactively liable for
the  costs  of cleaning up the hazardous substances that have been released into
the  environment  and  for  damages  to  natural resources, and it is common for
neighboring  land  owners  and  other  third parties to file claims for personal
injury,  property damage, and recovery of response costs allegedly caused by the
hazardous  substances  released  into the environment. The Resource Conservation
and  Recovery  Act ("RCRA") and comparable state statutes govern the disposal of
"solid  waste"  and  "hazardous  waste"  and authorize imposition of substantial
civil  and  criminal  penalties  for  failing  to prevent surface and subsurface
pollution,  as  well  as  to  control the generation, transportation, treatment,
storage  and  disposal  of  hazardous waste generated by oil and gas operations.
Although  CERCLA  currently contains a "petroleum exclusion" from the definition
of  "hazardous  substance,"  state  laws affecting our operations impose cleanup
liability  relating to petroleum and petroleum related products, including crude
oil cleanups. We currently own or lease properties that for many years have been
used  for  the  exploration  and  production of oil and gas. Although we utilize
standard industry operating and disposal practices, hydrocarbons or other wastes
may  be disposed of or released on or under the properties owned or leased by us
or  on  or  under  other  locations where such wastes have been taken for proper
regulated  disposal. In addition, many of these properties have been operated by
third  parties  whose treatment and disposal or release of hydrocarbons or other
wastes  was not under our control. However, although CERCLA and RCRA regulations
currently  classify  certain oilfield wastes, which are uniquely associated with
field  operations  as  "non-  hazardous,"  such  exploration,  development  and
production  wastes  could  be  reclassified  by  regulation  as hazardous wastes
thereby  administratively  making such wastes subject to more stringent handling
and  disposal  requirements.  We  are  not  currently aware of any non-compiling
activities  on  Company  properties.

The  Company  must  comply  with  the  Clean  Air Act (CAA) and comparable state
statutes,  which prohibit the emissions of air contaminants, although a majority
of  our activities are exempted under a standard exemption. The Company does not
believe  any  of its operations will be materially affected by CAA requirements.

United  States  federal regulations also require certain owners and operators of
facilities  that  store  or  otherwise handle oil to prepare and implement spill
prevention,  control  and countermeasure plans and spill response plans relating
to  possible discharge of oil into surface waters. The federal Oil Pollution Act
("OPA")  contains numerous requirements relating to prevention of, reporting of,
and response to oil spills into waters of the United States. For facilities that
may  affect state waters, OPA requires an operator to demonstrate $10 million in
financial  responsibility.  State  laws  mandate crude oil cleanup programs with
respect  to  contaminated  soil.

We  are  not  currently  involved  in  any  administrative,  judicial  or  legal
proceedings arising under federal, state, or local environmental protection laws
and  regulations,  or  under  federal  or  state  common law, which would have a
material  adverse  effect  on  our  financial position or results of operations.


                                                                               7
<PAGE>
FLUCTUATIONS IN MARKET PRICE

The  market  price  of  the  Company's common stock has fluctuated significantly
since  it  began  to  be  publicly  traded in 1997 and may continue to be highly
volatile.  Factors  such  as  the  ability of the Company to achieve development
goals,  ability  of  the  Company  to  profitably  complete energy projects, the
ability  of the Company to raise additional funds, general market conditions and
other  factors  affecting  the  Company's business that are beyond the Company's
control  may cause significant fluctuations in the market price of the Company's
common  stock.  The  market  prices  of  the stock of many energy companies have
fluctuated  substantially,  often  unrelated  to  the  operating or research and
development  performance  of  the  specific  companies. Such market fluctuations
could  adversely  affect  the  market  price  for  the  Company's  common stock.

TITLE TO PROPERTIES

As  is  customary  in  the  crude  oil  and natural gas industry, we make only a
cursory  review  of title to undeveloped crude oil and natural gas leases at the
time  they  are acquired by us. However, before drilling commences, we require a
thorough  title  search  to  be conducted, and any material defects in title are
remedied prior to the time actual drilling of a well begins. To the extent title
opinions  or  other  investigations  reflect  title defects, we, rather than the
seller  of  the  undeveloped property, are typically obligated to cure any title
defect at our expense. If we were unable to remedy or cure any title defect of a
nature  such that it would not be prudent to commence drilling operations on the
property,  we could suffer a loss of the lease cost for the property. We believe
that  we  have  good  title  to  our  oil  and  gas  leases.

RECENT FINANCING

In  2002,  Pangea  received $22,600 from private placements and $55,000 in loans
from  Officers  of  the  company.

EMPLOYEES

As  of  April  7,  2003,  Pangea  has 2 full-time employees, including executive
officers,  non- executive officers, secretarial and clerical personnel and field
personnel.  Pangea  also  retains  independent  geological  and  engineering
consultants  and  administrative  assistance  on  a limited basis and expects to
continue  to  do  so  in  the  future.

ITEM 2. DESCRIPTION OF PROPERTY

Pangea's  mailing  address  is 5850 San Felipe, Suite 500, Houston, Texas 77057.
Pangea  formerly officed at 5090 Richmond, Suite 425, Houston, Texas 77058 until
June  of  2002  when  the  company  moved.

ITEM 3. LEGAL PROCEEDINGS

Pangea's  former  subsidiary, Mass Energy, Inc. incurred substantial debt in the
drilling  of a well during 2001.  One of the Mass Energy creditors, Halliburton,
Inc.  sued  Pangea  Petroleum  Corporation  on  June  11,  2002,  Cause  Number
2002-19465,  Halliburton  Energy Services, Inc. vs. Mass Energy, Inc. and Pangea
Petroleum  Corp.  in  the District Court of Harris County, Texas, 129th Judicial
District,  alleging  that  Pangea  is  responsible  for  the  debt of its former
subsidiary  Mass  Energy,  Inc.  This  litigation  is  in  the initial stages of
discovery.

Additionally, in 2001, Pangea purchased a ten percent working interest in a well
in  Duval  County,  Texas.  The  well  is  producing but Pangea has not received
monies  under their working interest.  Pangea filed suit against the operator of
well  along  with  the individual from whom they purchased the working interest.
Pangea  Petroleum  Corporation  vs. Clay Exploration, Inc. and Joseph W. Shunta,
Cause  Number  2002-18505,  in  the  District Court, Harris County, Texas, 157th
Judicial  District.  This  case  is  presently  scheduled  for  arbitration.

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

None


                                                                               8
<PAGE>
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As  of  December  31,  2002,  Pangea  had  64,333,554  shares  of  common  stock
outstanding  and  had  approximately  209  certificate  stockholders  of record.

The  following  table  sets forth certain information as to the high and low bid
quotations quoted on the OTC Bulletin Board for 2001, 2002 and 2003. 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.



                                    PERIOD            HIGH              LOW
                                    ------            -----            ------
                                      2001

                    First Quarter                      1.72              0.63
                    Second Quarter                     0.81              0.26
                    Third Quarter                     0.041              0.10
                    Fourth Quarter                     0.29              0.09

                                      2002

                    First Quarter                     0.105             0.032
                    Second Quarter                     0.06            0.0081
                    Third Quarter                      0.06            0.0081
                    Fourth Quarter                    0.025             0.005

                                      2003
                    First Quarter                     0.015             0.006

The  bid  price  of  our  common  stock  was  $0.01  per share on April 8, 2003.

<TABLE>
<CAPTION>
SECURITIES  AUTHORIZED  FOR  ISSUANCE  UNDER  EQUITY  COMPENSATION  PLANS

---------------------------------------------------------------------------------------------------------------
                             Number of Securities     Weighted-average price of       Number of Securities
                              to be issued upon         outstanding options,         remaining available for
                           exercise of outstanding       warrants and rights      future issuance under equity
                            options, warrants and                                      compensation plans
                                    rights                                            (excluding securities
                                                                                    reflected in column (a))
-------------------------  ------------------------  ---------------------------  -----------------------------
                                     (a)                         (b)                           (c)
-------------------------  ------------------------  ---------------------------  -----------------------------
<S>                        <C>                       <C>                          <C>
Equity compensation plans                                                      0                              0
approved by security
holders
-------------------------  ------------------------  ---------------------------  -----------------------------
Equity compensation plans                 4,500,000  $                      2.39                        500,000
not approved by security
holders
-------------------------  ------------------------  ---------------------------  -----------------------------
                    TOTAL                 4,500,000  $                      2.39                        500,000
---------------------------------------------------------------------------------------------------------------
</TABLE>

For  information  relating to the equity compensation plan, reference is made to
footnote  11  to  our  Financial  Statements,  Stock  Holders  Equity.

OUR TRANSFER AGENT IS:

                     Olde Monmouth Stock Transfer Co., Inc.
                              200 Memorial Parkway
                      Atlantic Highlands, New Jersey 07716


                                                                               9
<PAGE>
DIVIDENDS

We presently intend to retain future earnings to support our growth. Any payment
of  cash  dividends  in  the  future will be dependent upon: the amount of funds
legally  available, our earnings; financial condition; capital requirements; and
other  factors  which  our  Board  of  Directors  deems  relevant.


                                     PART II

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following is a discussion of our financial condition, results of operations,
liquidity  and  capital resources. This discussion should be read in conjunction
with  our  Consolidated  Financial  Statements  and  the  notes thereto included
elsewhere  in  this  Form  10-KSB.

FORWARD-LOOKING INFORMATION-GENERAL

This  report  contains a number of forward-looking statements, which reflect the
Company's  current views with respect to future events and financial performance
including  statements regarding the Company's projections. These forward-looking
statements  are  subject  to  certain  risks  and uncertainties that could cause
actual  results  to  differ  materially  from  historical  results  or  those
anticipated.  In  this  report,  the words "anticipates", "believes", "expects",
"intends",  "future",  "plans",  "targets"  and  similar  expressions  identify
forward-looking statements. Readers are cautioned to not place undue reliance on
the forward-looking statements contained herein, which speak only as of the date
hereof  the  Company  undertakes  no  obligation  to  publicly  revise  these
forward-looking  statements,  to  reflect events or circumstances that may arise
after  the  date  hereof.  Additionally,  these  statements are based on certain
assumptions  that  may  prove  to  be erroneous and are subject to certain risks
including,  but  not  limited  to,  the  Company's  dependence  on  limited cash
resources,  and  its  dependence  on  certain  key personnel within the Company.
Accordingly,  actual  results  may  differ,  possibly  materially,  from  the
predictions  contained  herein.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The  Company's discussion and analysis of its financial condition and results of
operations 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 the
Company  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,  the  Company  evaluates  its
estimates.  The  Company  bases  its  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.

The  Company believes 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

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.  Management estimates that the
salvage  value  of lease and well equipment will approximately offset the future
liability  for  plugging  and  abandonment of the related wells. Accordingly, no
accrual  for  such  costs  has  been  recorded.


                                                                              10
<PAGE>
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  Company's  average  holding  period.
Capitalized  costs  of  producing  oil  and  gas  properties  after  considering
estimated  dismantlement  and abandonment costs and estimate salvage values, are
depreciated  and  depleted  by  the  unit-of-production  method.  On the sale or
retirement  of  a  complete  unit  of  a  proved  property, the cost and related
accumulated  depreciation,  depletion,  and amortization are eliminated from the
property  accounts,  and  the  resultant  gain  or  loss  is  recognized. On the
retirement  or sale of a partial unit of proved property, the cost is charged to
accumulated  depreciation,  depletion, and amortization with a resulting gain or
loss  recognized  in  the  statement  of  operations.

On  the  sale  of  an  entire  interest in an unproved property for cash or cash
equivalent,  gain  or  loss on the sale is recognized, taking into consideration
the  amount  of  any  recorded  impairment  if  the  property  had been assessed
individually.  If a partial interest in an unproved property is sold, the amount
received  is  treated  as  a  reduction  of  the  cost of the interest retained.

OIL AND GAS REVENUES

Oil  and gas revenues will be recorded under the sales method. Under this method
the  Company will recognize oil and gas revenues when production occurs and will
accrue  revenue  relating  to  production for which the Company has not received
payment.  As  of December 31, 2002, no revenue related to oil and gas production
has  been  reported.

GENERAL

Pangea  Petroleum  Corporation  ("Pangea" or "Company"), a Colorado corporation,
was  organized  on  March  11,  1997, as Zip Top, Inc. On December 11, 1998, the
Company  changed  our name to Pangea Petroleum Corporation. Pangea is located at
5850  San  Felipe, Suite 500, Houston, Texas 77057. Pangea has a Company website
is  www.pangeapetroleum.com.

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,
2002  and  2001,  the  Company reported net losses of $1,082,920 and $9,000,347,
respectively, and negative cash flows from operations of $223,963 and $1,396,624
respectively.

RESULTS OF OPERATIONS

As of December 31, 2002, the results of the Company oil and gas investments have
not  yielded  revenue.  The  Company's  Duval County well has produced since the
third  quarter  of 2001, however revenue from that activity is currently tied up
in  a  legal  dispute  between  Pangea and the operator of the well. The Company
expects  to  prevail  in this case.   Additionally, the Company subsidiary, Mass
Energy, Inc. generated $31,895 from January 1, 2002 through October 7, 2002 when
it  was  sold.

The  Company  developed  a  plan for addressing these issues in 2002.  The first
step  was  the  negotiation  of  a  settlement agreement between the Company and
certain  parties  related  to  the  Company.  Under  the terms of the settlement
agreement,  the Company received a cash payment of $75,000 and marketable equity
securities  of  $153,000 and fully satisfied $296,010 of liabilities and claims.
These  monies combined with loans from officers and private placements were used
for  overhead  in  2002  and  will  be  used  for  investment in two oil and gas
prospects  referenced  below.

Pangea  committed  to participate in the drilling of two prospects at the end of
2002.  They  are  in  Panola  County  and  Liberty  County,  Texas

Panola  County is a 7300' well designed to test the Lower Pettit and Travis Peak
formations.  The  well  has  good surrounding well control and a favorable lease
position.  Drilling began on February 9, 2003 and several potentially productive
zones  were  encountered.  The  well  has  been  completed  and  was  placed  on
production  March  20, 2003.  The well accrued revenue during March 2003. Pangea
holds  a  5%  working  interest (3.75% net interest after royalty) in this well.


                                                                              11
<PAGE>
Liberty  County is a 7300' Yegua and Cockfield formation test.  The prospect was
developed  off 3D seismic data and has excellent well control in the surrounding
area.  The  prospect  area  is  entirely  under  lease and has the potential for
multiple prospects.  The well was spudded on March 31, 2003.  Pangea holds a 10%
working  interest  (7.7%  net  interest  after  royalty)  in  this  well.

COMPARISON OF YEAR ENDED DECEMBER 31, 2002 TO YEAR ENDED DECEMBER 31, 2001.

The  substantial  reduction  in  the net loss from $1,082,920 for the year ended
December  31,  2002 compared to  $9,000,343 for the year ended December 31, 2001
is  due  to  the discontinued operation and sale of its wholly-owned subsidiary,
Mass  Energy,  Inc.,  a  Settlement  Agreement  negotiated  with certain parties
related  to  the  Company  and  the decreased use of options for compensation in
2002.  The  company  has  used proceeds from sale of investments received in the
settlement  agreement as well as from loans from officers and private placements
of its common stock to support its current operations and will use any remaining
capital  to  invest  in  the  two  energy  projects  described  above.

Selling,  general  and administrative expenses decreased from $3,481,749 for the
year ended December 31, 2001 to $577,096 in for the year ended December 31, 2002
as a result of a $1,329,956 reduction in stock-based compensation, a decrease of
$208,034 in bad debt expense and an overall decrease in activity in the Company.
Stock-based  compensation declined based on decreased activity in the Company as
plans  were  made  to dispose of Mass Energy, Inc.  Bad debt expense was $-0- in
2002  after  provision  was made in 2001 to write off a note receivable from the
former  owner  of  Mass  Energy,  Inc.

Impairment  of  oil and gas properties increased 67% for the year ended December
31,  2002 as compared to 2001.  The increase in impairment charges is the result
of  the Company's reviews of properties remaining after the sale of Mass Energy,
Inc.  Based  on  this  review,  substantially  all  remaining  properties  were
written-off  in  2002.

Depreciation,  depletion  and amortization expense was very low in 2002 and 2001
as  there  was  no  production from oil and gas properties and substantially all
drilling  resulted  in  uneconomic  oil  and gas reserves and related impairment
provisions.

Loss  on  sale  of  marketable  equity  securities  was $55,887 in 2002 due to a
decline  in the value of securities that were received in a settlement agreement
with  certain  related  parties.  There  was  no  similar  activity  in  2001.

Interest  expense  remained  fairly constant in 2002 as compared to 2001 because
debt  levels  remained  reasonably  consistent.

Losses  from  operation  of  discontinued  exploration and production subsidiary
relates  to  the  operations  of Mass Energy, Inc.  The losses from Mass Energy,
Inc.  were extremely high in 2001 because of impairment charges of $4,757,889 on
properties acquired and developed by Mass Energy, Inc.  Mass Energy's operations
were  discontinued  in  2002.

LIQUIDITY AND CAPITAL RESOURCES

The  Company  used funds from the settlement with certain parties related to the
company  as  well  as  private placements received from investors and loans from
insiders  to  invest  in two oil and gas as well as to operate the company.  The
Company  will begin generating some revenue from these investments in the second
quarter  of  2003.

Currently,  the  liabilities  shown  on  the  balance  sheet  are  current trade
payables,  accrued  liabilities  to officers, directors and a shareholder of the
Company  and  a  deferred  gain  on  the sale of Mass Energy.  While the Company
believes  that  it  will  prevail on the current alter ego claim against it, the
Company  has  deferred the gain from the sale of Mass Energy, Inc.   The accrued
liabilities  are  for  deferred  salaries  due  to  officers  of  the  Company.

Continuing  negative  operating  results  produced  a working capital deficit of
$1,888,156 for the year ended December 31, 2002.  The negative operating results
were  largely  caused  by  poor  operating  results  from  the  Company's former
subsidiary,  Mass  Energy, Inc.  Mass Energy became severely delinquent in their
accounts  payable.  Various  vendors


                                                                              12
<PAGE>
have  initiated legal actions against Mass Energy, Inc. to force payment of past
due  accounts,  but  Mass  Energy,  Inc.  lacked the cash resources to make such
payments.  One suit has been filed against Pangea Petroleum Corporation alleging
that  it  is responsible for the debt of its former subsidiary Mass Energy, Inc.
The result of the legal action against the Company cannot be predicted, but this
legal  action  and  the  Company's  recurring  negative  financial results raise
substantial  doubt  about  the Company's ability to continue as a going concern.

In  2002, the Company developed a plan and took actions to improve its financial
position  and  deal  with its liquidity problems. In the first step of the plan,
the  Company  negotiated  a  settlement  agreement  (the "Settlement Agreement")
between  the Company and certain parties related to the Company. Under the terms
of  the  Settlement Agreement the Company received a cash payment of $75,000 and
marketable  equity  securities  of  $153,000  and  fully  satisfied  $296,010 of
liabilities  and  claims in exchange for various assets with a carrying value of
$171,642.  Due  to  the  related  party  nature of the Settlement Agreement, the
Company  recognized  no  gain,  but recognized an increase to additional paid-in
capital  of  $352,368.  (See Audit Report Note 4) In the second step of the plan
the  Company  sold  Mass  Energy, Inc. in a transaction that management believes
will  improve  both  the Company's overall financial position and its chances of
acquiring  economically  viable oil & gas properties or engaging in transactions
necessary  for  the future viability of the Company. The final steps of the plan
are  still being developed, but may include additional private placements of the
Company's  common  stock,  additional  oil  and gas property acquisitions and/or
exploration  efforts,  and  efforts to raise additional debt financing or equity
investments.  There  can  be no assurance that any of the plans developed by the
Company  will produce cash flows sufficient to ensure its long-term viability as
a  going  concern.

2003 OUTLOOK

The  Company  intends  to invest in additional oil and gas projects. The Company
has currently invested in the two drilling prospects described above.  Pangea is
also  continuing  to  evaluate and develop the six prospects that were underway,
but  incomplete  in 2002.  In addition, Pangea has added four prospects in Caddo
Parish,  Louisiana, one prospect in Oceana County, Michigan, and one prospect in
Pushmataha  County, Oklahoma to the prospect list.  The investment level will be
heavily  dependent  on securing additional capital from investors or debt. There
is  no  assurance  that additional equity or debt financing will be available on
terms  acceptable  to Management. Management also believes that the Company will
prevail  in  the  previously  mentioned legal action against the operator of the
Duval  County  well.

ACCOUNTING MATTERS AND RECENTLY ISSUED PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS") No. 141, "Business Combinations,"
which  requires  all  business  combinations  initiated  after  June 30, 2001 be
accounted  for  using  the  purchase  method.  In addition, SFAS No. 141 further
clarifies  the criteria to recognize intangible assets separately from goodwill.
Specifically,  SFAS  No. 141 requires that an intangible asset may be separately
recognized  only  if  such an asset meets the contractual-legal criterion or the
separability  criterion.  The  implementation  of  SFAS  No.  141 did not have a
material  impact  on  the Company's results of operations or financial position.

In  July  2001,  the  FASB  issued  SFAS No. 142, "Goodwill and Other Intangible
Assets," under which goodwill and intangible assets with indefinite useful lives
are  no  longer  amortized but will be reviewed for impairment annually, or more
frequently  if  certain  events  or  changes  in circumstances indicate that the
carrying value may not be recoverable. The impairment test for goodwill involves
a  two-step  process:  step  one consists of a comparison of the fair value of a
reporting  unit  with  its  carrying amount, including the goodwill allocated to
each reporting unit. If the carrying amount is in excess of the fair value, step
two  requires  the  comparison  of  the implied fair value of the reporting unit
goodwill  with the carrying amount of the reporting unit goodwill. Any excess of
the carrying value of the reporting unit goodwill over the implied fair value of
the  reporting  unit  goodwill  will  be  recorded  as  an  impairment loss. The
impairment test for intangible assets with indefinite useful lives consists of a
comparison  of  fair  value to carrying value, with any excess of carrying value
over  fair  value  being  recorded as an impairment loss. Intangible assets with
finite  useful  lives  will continue to be amortized over their useful lives and
will be reviewed for impairment in accordance with SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets." The implementation of SFAS No.
142  at did not have a material impact on the Company's results of operations or
financial  position.


                                                                              13
<PAGE>
In  August  2001,  the  FASB issued SFAS No. 144, which supercedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of,"  and certain provisions of APB Opinion No. 30, "Reporting the
Results  of  Operations  -  Reporting  the Effects of Disposal of a Segment of a
Business,  and  Extraordinary,  Unusual  and  Infrequently  Occurring Events and
Transactions."  SFAS  No. 144 retains the fundamental provisions of SFAS No. 121
related  to: (i) the recognition and measurement of the impairment of long-lived
assets  to be held and used, and (ii) the measurement of long-lived assets to be
disposed  by  sale.  It  provides  more  guidance  on estimating cash flows when
performing  recoverability  tests,  requires long-lived assets to be disposed of
other  than  by  sale  to  be  classified  as  held and used until disposal, and
establishes  more restrictive criteria to classify long-lived assets as held for
sale.  In  addition,  SFAS  No.  144  supersedes  the  accounting  and reporting
provisions  of  APB  Opinion No. 30 for the disposal of a segment of a business.
However,  it  retains  the  basic  provisions  of  APB  Opinion No. 30 to report
discontinued  operations  separately  from continuing operations and extends the
reporting  of a discontinued operation to a component of an entity. SFAS No. 144
was  implemented  by  the  Company  in  2002 and its provisions were followed in
accounting  for  the  disposal  of  Mass  Energy,  Inc.  in  December  2002.

The  Company  has  evaluated  the carrying value of long-lived assets, including
associated intangibles. The company performed an evaluation of recoverability by
comparing  the  estimated  future  undiscounted  cash  flows associated with the
assets  to  its carrying amount to determine if a write down was required. Based
upon  the  Company's  evaluation,  impairment reserves were recorded for certain
long-lived  assets  in  both  2002 and 2001. However, there can be no assurances
that  our  ongoing  evaluation  would  not  result in further impairment-related
write-downs.

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit  or  Disposal  Activities,"  which addresses financial accounting and
reporting  for  costs associated with exit or disposal activities and supersedes
Emerging  Issues  Task Force ("EITF") Issue No. 94-3, "Liability Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an Activity
(including  Certain  Costs  Incurred in a Restructuring)." SFAS No. 146 requires
companies  to  recognize  costs associated with exit or disposal activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan. In addition, SFAS No. 146 establishes that fair value is the objective for
initial  measurement  of  the  liability.  SFAS No. 146 is effective for exit or
disposal  activities  initiated  after  December 31, 2002, but early adoption is
permitted.  The Company does not expect SFAS No 146 to have a significant impact
on  its  financial  position  or  results  of  operations.

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock Based
Compensation",  which  amends  SFAS  No.  123  to provide alternative methods of
transition  for  an  entity that voluntarily changes to the fair value method of
accounting for stock based employee compensation.  It also amends the disclosure
provisions  of SFAS No. 123 to require prominent disclosure about the effects on
reported  net  income of an entity's accounting policy decisions with respect to
stock based employee compensation.  Finally, SFAS No. 148 amends APB Opinion No.
28,  "Interim  Financial  Reporting",  to require disclosure of those effects in
interim  financial statements.  SFAS No. 148 is effective for fiscal years ended
after December 15, 2002, but early adoption is permitted. The Company will adopt
the  quarterly  disclosure  requirements  of  SFAS  No.  148 on January 1, 2003;
however,  the  adoption  is  not  expected  to  have a significant impact on the
Company's  financial  reporting.

ITEM 7. FINANCIAL STATEMENTS

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

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

R.  B.  Bassie  & Co., P.C., Independent Public Accountants, audited our balance
sheets  as  of  December  31,  2000  and  1999  and  the  related  statements of
operations,  stockholders' deficit and cash flows for the years then ended. Such
financial  statements  accompanied our Form 10-K for the year ended December 31,
2000  and  were  filed  with the Securities and Exchange Commission on April 16,
2001. The report of R. B. Bassie & Co., P.C. on such financial statements, dated
January 26, 2001, except Notes 7 and 12, which are dated March 23, 2001, did not
contain  an  adverse  opinion  or disclaimer of opinion and was not qualified or
modified  as  to  uncertainty,  audit  scope  or  accounting  principles.  Our
client-auditor  relationship  with  R.  B. Bassie & Co., P.C. ceased on or about
March  20,  2001.


                                                                              14
<PAGE>
Ham,  Langston  &  Brezina, LLP, Certified Public Accountants of Houston, Texas,
was  appointed by the Company on March 26, 2002, pursuant to a recommendation of
our  Chairman  of the Board and Chief Executive Officer, Mr. Charles B. Pollock,
to  audit  our financial statements for our fiscal year ended December 31, 2001.
During  our  two  most  recent  fiscal  years  and the subsequent interim period
preceding  their appointment as independent accountants, neither the Company nor
anyone  on its behalf consulted Ham, Langston & Brezina, L.L.P. regarding either
the  application  of  accounting  principles  to a specified transaction, either
completed  or  proposed,  or the type of audit opinion that might be rendered on
the  Company's  consolidated  financial  statements,  nor  has  Ham,  Langston &
Brezina,  L.L.P.  provided  to  the  Company  a  written  report  or oral advice
regarding  such  principles  or  audit  opinion.

During  our  two  most  recent  fiscal  years  and any subsequent interim period
preceding  the  date  of  dismissal,  there  were no disagreements between R. E.
Bassie  &  Co.,  P.C. and us, whether resolved or not resolved, on any matter of
accounting  principles or practices, financial statement disclosure, or auditing
scope  or  procedure,  which,  if  not  resolved, would have caused them to make
reference  to  the  subject  matter of the disagreement in connection with their
reports.

We  have  provided  R.  E. Bassie & Co., P.C. with a copy of this disclosure and
R.E.  Bassie  &  Co.,  P.C.  has  provided  us  with  a  letter addressed to the
Securities  and  Exchange  Commission  agreeing  with  this  disclosure.



                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The  directors  and  officers of the Company, as of April 8, 2003, are set forth
below.  The  directors  hold  office  for  their respective term and until their
successors are duly elected and qualified. The officers serve at the will of the
Board  of  Directors.

DIRECTORS AND EXECUTIVE OFFICERS

Set forth below are the names, ages, and positions of the executive officers and
directors  of  the  Company

                          Name                Age                 Office
                          ----                ---                 ------
                    Charles B. Pollock        63         Chief Executive Officer
                                                         and Chairman of
                                                         The Board of Directors

                    Mark F. Weller            52         President and Director

                    Scott Duncan              36         Chief Financial Officer

                    Edward R. Skaggs          38         Director



CHARLES B. POLLOCK was appointed the Chief Executive Officer and Chairman of the
Board  in  June  1999.  From  January  1994  to  September 1995, Mr. Pollock was
President  of Praxair Indonesia, an industrial gas company. From October 1995 to
August  1996,  he  was  General  Manager  of  Praxair, Inc. His responsibilities
included  strategic  marketing  and competition analysis. From September 1996 to
May  1999,  Mr.  Pollock  was self-employed as a consultant and managed projects
including  the  acquisition  and  sale  of  businesses, competitive analysis and
strategic marketing. Mr. Pollock received his Bachelor of Science degree in 1962
from  North  Carolina  State University, his Master of Science degree in Ceramic
Engineering from North Carolina State University in 1968 and his PhD in Material
Engineering  from  North  Carolina  State  University  in  1972.


                                                                              15
<PAGE>
MARK  F.  WELLER  was appointed President and Director in March 2002. Mr. Weller
brings  over  thirty  years  of  experience  in the energy industry and was most
recently  the  general  manager  for  new  project  development with Texaco. His
background  includes  all phases of oil and gas operations and development, both
onshore  and offshore on the U.S. gulf and west coasts, as well as international
project  development  assignments.  He holds a BS in mechanical engineering from
the  University  of  California,  Davis.

SCOTT  DUNCAN  -  was  appointed  Chief Financial Officer in February 2003.  Mr.
Duncan  has  8  years  of  experience  in  financial  and  cost  accounting  for
manufacturing  companies  along  with  6  years  of  experience  with  computer
programming.  He  is  actively  involved  with  various  organizations  offering
accounting,  programming  and  consulting  services.  He  received  a  BBA  in
accounting  from Southwest Texas State University in 1989 and his CPA license in
1992.

EDWARD  R.  SKAGGS  was  appointed  to  the Board of Directors of the Company on
December  18, 2000. Mr. Skaggs has over 10 years of experience in investigations
and  security.  In  addition,  he  has extensive experience in retail management
specifically  dealing  in  personnel  issues  and  security  matters. Mr. Skaggs
started  his  career as an Assistant District Manager for EZ Mart Store in 1988.
In June 1991, he left EZ Mart to join an investigative consulting firm, Skaggs &
Associates,  Inc.  where  he  continues  to work. He received a Bachelor of Arts
degree  in  Political  Science  from  Texas  Tech  University  in  1992.

All  officers  and  directors  listed above will remain in office until the next
annual  meeting  of  our stockholders, and until their successors have been duly
elected  and  qualified. There are no agreements with respect to the election of
Directors.  We  have  not  compensated our Directors for service on our Board of
Directors,  any  committee  thereof,  or  reimbursed  for  expenses incurred for
attendance  at  meetings  of  our Board of Directors and/or any committee of our
Board  of  Directors.  Officers are appointed annually by our Board of Directors
and  each  Executive Officer serves at the discretion of our Board of Directors.
We do not have any standing committees. Our Board of Directors may in the future
determine to pay Directors' fees and reimburse Directors for expenses related to
their  activities.

None  of  our Officers and/or Directors have ever filed any bankruptcy petition,
been convicted of or been the subject of any criminal proceedings or the subject
of any order, judgment or decree involving the violation of any state or federal
securities  laws.

CERTAIN LEGAL PROCEEDINGS

No  existing  director,  or  executive  officer of the Company has appeared as a
party  in  any  legal  proceeding  material  to  an evaluation of his ability or
integrity  during  the  past  five  years.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section  16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")  requires  the Company's officers, directors and persons who own more than
10%  of  the  Company's Common Stock to file reports of ownership and changes in
ownership  with  the  SEC. Officers, directors and greater than 10% stockholders
are  required by regulation to furnish the Company with copies of all forms they
file  pursuant  to  Section  16(a)  of  the  Exchange  Act.

We  believe  that  all  persons  subject to Section 16(a) of the Exchange Act in
connection  with  their  relationship  with  us have complied on a timely basis.


                                                                              16
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

                         Annual Compensation                         Long Term Compensation Awards
                     ----------------------------                  ----------------------------------
                              Payouts
                             ----------
Name and             Year      Salary     Bonus     Other Annual    Restricted   Securities    LTIP      All Other
Principal Position              ($)        ($)      Compensation      Stock      Underlying   Payouts   Compensation
                                                                     Award(s)    Options /     ($)          ($)
                                                                                    SARs
                                                                                    (#)
-------------------  ------  ----------  --------  --------------  -----------  -----------  --------  -------------
<S>                  <C>     <C>         <C>       <C>             <C>          <C>          <C>       <C>
Charles B.
Pollock               2000      16,000        -0-             -0-          -0-     450,000        -0-            -0-
CEO and               2001           0        -0-    1,000,000(4)          -0-     300,000        -0-            -0-
Chairman of           2002   120,000(1)       -0-      600,000(5)          -0-          -0-       -0-            -0-
the Board of
Directors
-------------------  ------  ----------  --------  --------------  -----------  -----------  --------  -------------
Mark F. Weller
President and         2000         N/A        N/A            N/A           N/A          N/A       N/A            N/A
Director              2001         N/A        N/A            N/A           N/A          N/A       N/A            N/A
                      2002    60,000(2)       -0-      700,000(3)          -0-          -0-       -0-            -0-
-------------------  ------  ----------  --------  --------------  -----------  -----------  --------  -------------
<FN>
(1)  Salary taken 60% in stock and 40% deferred
(2)  Salary taken in stock
(3)  Received 200,000 shares of common stock upon joining the Company and
     500,000 restricted shares pursuant to employment contract
(4)  Restricted share bonus
(5)  Restricted share pursuant to employment contract.
</TABLE>



OPTIONS/SAR GRANTS IN LAST FISCAL YEAR:

<TABLE>
<CAPTION>
                 Individual Grants
------------------------------------------------------------------------------------------------
Name             Number of    Percent of     Exercise    Expiration      Grant Date      Present
                 Securities      Total       of Base        Date                         Value($)
                 Underlying    Options /      Price
                  Options/       SARs         ($/sh)
                    SARs      Granted to
                  Granted      Employees
                    (#)        in Fiscal
                                 Year
                ------------  -----------  ------------  -----------  ----------------  ----------
<S>             <C>           <C>          <C>           <C>          <C>               <C>
Charles B.
Pollock                  -0-          -0-           -0-          N/A               N/A         -0-
                ------------  -----------  ------------  -----------  ----------------  ----------

Mark F.
Weller                   -0-          -0-           -0-          N/A               N/A         -0-
                ------------  -----------  ------------  -----------  ----------------  ----------
</TABLE>


                                                                              17
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEARS AND FY-END OPTION VALUES

<TABLE>
<CAPTION>
--------------  ----------------  -----------------  ----------------  ---------------
Name                 Shares        Value Realized       Number of         Value of
                  Acquired on            ($)            Securities     Unexercised In-
                  Exercise (#)                          Underlying        The-Money
                                                        Unexercised      Options/SARs
                                                      Options / SARs   At Fiscal Year-
                                                      At Fiscal Year-      End ($)
                                                          End (#)       Exercisable /
                                                      Exercisable /     Unexercisable
                                                       Unexercisable
--------------  ----------------  -----------------  ----------------  ---------------
<S>             <C>               <C>                <C>               <C>
Charles B.
Pollock                      -0-                -0-               -0-              -0-
--------------  ----------------  -----------------  ----------------  ---------------
Mark F.
Weller                       -0-                -0-               -0-              -0-
--------------  ----------------  -----------------  ----------------  ---------------
</TABLE>

EMPLOYMENT AGREEMENTS

We  have entered into employment agreement with Mr. Charles Pollock and Mr. Mark
Weller.  The  following  sets  forth  the  terms  of  the  employment agreement:

Charles  B.  Pollock-On January 1, 2002, we entered into an employment agreement
with  Mr.  Pollock  that  ends  on  the  date  which the period of employment is
terminated, to act as our Chairman of the Board of Directors and Chief Executive
Officer.  Pursuant  to the employment agreement, Mr. Pollock is paid a salary of
$10,000  per  month  and has an option to convert any or all salary with accrued
interest  to  Pangea  Petroleum  restricted stock under Rule 144 at a conversion
rate  thirty  percent  off the average closing bid during the month prior to the
month  being  compensated.  In addition, he shall also receive 50,000 restricted
shares  a  month  as  part of his base salary and an annual bonus in the minimum
amount of 200,000 shares of restricted stock.  During 2002, Mr. Pollock chose to
take 60% of his monthly salary in stock and defer 40% of his cash salary as well
as  deferring  100%  of  his  annual  bonus.

Mark  F.  Weller-On  March 1, 2002, we entered into an employment agreement with
Mr.  Weller  that ends on the date which the period of employment is terminated,
to  act as our President and Director. Pursuant to the employment agreement, Mr.
Weller  is paid a salary of $6,000 per month and has an option to convert any or
all salary with accrued interest to Pangea Petroleum restricted stock under Rule
144  at  a conversion rate thirty percent off the average closing bid during the
month  prior  to the month being compensated. In addition, he shall also receive
50,000  restricted shares a month as part of his base salary and an annual bonus
in  the  minimum  amount  of  200,000  shares  of  restricted  stock.

Mr. Scott Duncan was retained on February 13, 2003 as Chief Financial Officer to
provide  advice  and  services  on financial matters pertaining to the Company's
business  including  but not limited to SEC reports.  The term of the engagement
is  for  three  months and the fee for the first month will be 65,000 restricted
Rule  144  shares  and for the second and third month 40,000 restricted Rule 144
shares.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Based upon information received from the persons concerned, each person known to
us  to  be  the  beneficial  owner  of more than five percent of the outstanding
shares  of  our  Common Stock, each director, each of our executive officers and
all of our directors and executive officers as a group, owned beneficially as of
April  8,  2003,  the  number and percentage of outstanding shares of our Common
Stock  indicated  in  the  following  table:

          Name and Address of
          Beneficial Owner              Number of Shares (1)  Percentage (2)

          Charles B. Pollock (3)                  13,333,014             17%
          5850 San Felipe, Suite 500
          Houston, TX 77057

          Mark F. Weller                          10,815,889             14%
          5850 San Felipe, Suite 500
          Houston, TX 77057

          Edward Skaggs                              100,000              *
          PO Box 570611
          Houston, TX  77257

          Scott Duncan                              145,000              *
          6027 Timber Oaks Ridge
          Humble, TX 77346


          All directors and executive
          officers as a group (4)                 24,393,903             31%


*  Less  than  one  percent.

(1)  Unless  otherwise  indicated, all shares are held directly with sole voting
     and  investment  power.

(2)  Based  on  78,305,915  of  our  Common  Stock  issued  and  outstanding.

(3)  Including  shares  held  by  wife  Elizabeth  Pollock


                                                                              18
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

As  of  December 31, 2000, Mass Energy had a promissory note receivable due from
Randy  Massey  in  the  amount of $150,000. The Company recognized approximately
$2,500  in  interest income during the three months ended December 31, 2000 from
the  notes  receivable. Under the note, interest accrues on the unpaid principal
at  6.25%  per  annum. In addition, Mr. Massey is required to maintain term life
insurance  payable  to  the Company in an amount sufficient to pay the principal
and  accrued  interest in full in the event of the subsidiary former president's
death. During 2002 Mr. Massey did not make any payments of principal or interest
on these notes receivable.   This note was assigned to the Company following the
sale  of  Mass  Energy.

As  of  December 31, 2001, Mass Energy had a promissory note receivable due from
Sandstone Ventures, Inc., an affiliate of Randy Massey in the amount of $40,000.
Under the note, interest accrues on the unpaid principal at 7.0% per annum. This
note  was  assigned  to  the  Company  following  the  sale  of  Mass  Energy.

As  of December 31, 2002 the Company has notes payable to Mary Pollock, a former
officer  and daughter of Charles Pollock of $89,184 due on demand at the rate of
5.5%.  The  Company has three notes payable to Charles Pollock totaling $195,000
of  which  $10,000  is  due on December 31, 2003 with an annual interest rate of
12%.  The  Company had two notes payable on demand in the amount of $100,000 and
$85,000  bearing  interest  of  zero and 10% respectfully. Mr. Pollock agreed to
consolidate  the  two  notes  into  a  new note for the total amount of $193,500
(includes  accrued  interest due) which bear interest commencing January 1, 2003
at a rate of 12% per annum and is due January 1, 2005. Additionally, the Company
has  notes  payable  to BTS Group controlled by Elizabeth Pollock, Mr. Pollock's
wife, in the amount of $26,500. This loan carries an annual interest rate of 10%
and is due on demand. The Company had notes payable to Mark Weller in the amount
of $20,000 due December 31, 2003 with an annual interest rate of 12%.

In  May  2002,  the  Company  entered  into  a  settlement  agreement with Jacob
International,  Inc.  and  certain  entities  and  individuals related to Jacob.
Under  the  Settlement  Agreement,  which  was  entered into through arms length
negotiations,  the  Company  gave  up  100% of the outstanding common stock of a
wholly  owned  subsidiary,  Pangea  Services,  Inc.  in  exchange  for:  (i) the
settlement  of  certain  accounts  and  notes  payable  totaling  approximately
$300,000;  (ii)  the return of 5,991,000 shares of its common stock to treasury;
(iii)  the  receipt  of 900,000 shares of Consolidated Medical Management, Inc.;
and (iv) the receipt of $75,000 in cash.  The primary assets of Pangea Services,
Inc.  that were given up in the settlement were:  (i) 475,000 Class A membership
units  of  Worldlink  USA,  LLC,  (an  investment  previously written off by the
Company);  (ii)  a  $125,000  investment in Paradigm Advanced Technologies, Inc.
including 200,000 warrants to purchase shares of Paradigm Advanced Technologies,
Inc.  at  a  price  of  $1.00  per share; and (iii) certain real estate held for
investment  of  $46,642.  The  Company  recognized  no  gain  or  loss  on  the
transaction  but  recognized  a  capital  contribution  of  $352,368.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following documents are filed as part of this report: None

(b)  Reports on Form 8-K: None


                                                                              19
<PAGE>
ITEM 14. CONTROLS AND PROCEDURES

Charles  Pollock,  our  Chief  Executive  Officer,  and  Scott Duncan, our Chief
Financial  Officer,  have  concluded that our disclosure controls and procedures
are appropriate and effective. They have evaluated these controls and procedures
as  of  a  date within 90 days of the filing date of this report on Form 10-KSB.
There  were  no significant changes in our internal controls or in other factors
that  could  significantly affect these controls subsequent to the date of their
evaluation,  including  any  corrective  actions  with  regard  to  significant
deficiencies  and  material  weaknesses.


                                   SIGNATURES

Pursuant  to  the requirements of section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the undersigned has duly caused this Form 10-KSB to be signed on
its  behalf  by  the  undersigned,  there  unto  duly authorized, in the City of
Houston,  Texas,  on  April  15,  2003.

PANGEA PETROLEUM CORPORATION


               By: /s/ Charles B. Pollock
               --------------------------
               Charles B. Pollock, Chairman
               Of the Board and Chief
               Executive Officer
               Date: April 15, 2003


Pursuant to the requirements of the Securities Exchange Act of 1933, this report
has  been  signed below by the following persons on behalf of the registrant and
in  the  capacities  and  on  the  date  indicated.

               By: /s/ Charles B. Pollock
               --------------------------
               Charles B. Pollock, Chairman of the Board
               and Chief Executive Officer
               Date: April 15, 2003



               By: /s/ Mark F. Weller
               ----------------------
               Mark F. Weller, President and Director
               Date: April 15, 2003

               By: /s/ Scott Duncan
               --------------------
               Scott Duncan, Chief Financial Officer
               Date: April 15, 2003



               By: /s/ Edward R. Skaggs
               ------------------------
               Edward R. Skaggs, Director
               Date: April 15, 2003


                                                                              20
<PAGE>
                                 CERTIFICATIONS

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Charles B. Pollock, certify that:

1.   I  have  reviewed  this  annual  report  on Form 10-KSB of Pangea Petroleum
     Corp.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether there were significant changes in internal controls
     or  in  other  factors  that  could  significantly affect internal controls
     subsequent  to  the  date  of  our  most  recent  evaluation, including any
     corrective  actions  with  regard  to significant deficiencies and material
     weaknesses.

Date: April 15, 2003
/s/Charles B. Pollock
---------------------
Chairman of the Board and
Chief Executive Officer


                                                                              21
<PAGE>
CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Scott Duncan, certify that:

1.   I  have  reviewed  this  annual  report  on Form 10-KSB of Pangea Petroleum
     Corp.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     d)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     e)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     f)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  functions):

     c)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     d)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether there were significant changes in internal controls
     or  in  other  factors  that  could  significantly affect internal controls
     subsequent  to  the  date  of  our  most  recent  evaluation, including any
     corrective  actions  with  regard  to significant deficiencies and material
     weaknesses.

Date: April 15, 2003
/s/ Scott Duncan
----------------
Scott Duncan
Chief Financial Officer


                                                                              22
<PAGE>
Certification  of  Chief Executive Officer of Pangea Petroleum Corp. pursuant to
--------------------------------------------------------------------------------
Section  906 of the Sarbanes-Oxley Act of 1992 and Section 1350 of 18 U.S.C. 63.
-------------------------------------------------------------------------------

I,  Charles  B.  Pollock,  the Chief Executive Officer of Pangea Petroleum Corp.
hereby  certify  that  to  my knowledge, Pangea Petroleum Corp. annual report on
Form  10-KSB  for  the  period  ended December 31, 2002, fully complies with the
requirements  of  Section  13(a) or 15(d) of the Securities Exchange Act of 1934
and  that  information  contained  in the periodic report on Form 10-KSB and the
financial  statements  contained  therein  fairly  presents,  in  all  material
respects,  the  financial  condition  and  results  of  the operations of Pangea
Petroleum  Corp.


Date: April 15, 2003                        /s/ Charles B. Pollock
                                            ----------------------
                                            Charles B. Pollock
                                            Chief Executive Officer of
                                            Pangea Petroleum Corp.


Certification  of  Chief Financial Officer of Pangea Petroleum Corp. pursuant to
--------------------------------------------------------------------------------
Section  906 of the Sarbanes-Oxley Act of 1992 and Section 1350 of 18 U.S.C. 63.
-------------------------------------------------------------------------------

I,  Scott  Duncan  the  Chief Financial Officer of Pangea Petroleum Corp. hereby
certify  that  to  my  knowledge,  Pangea  Petroleum Corp. annual report on Form
10-KSB  for  the  period  ended  December  31,  2002,  fully  complies  with the
requirements  of  Section  13(a) or 15(d) of the Securities Exchange Act of 1934
and  that  information  contained  in  the  annual report on Form 10-KSB and the
financial  statements  contained  therein  fairly  presents,  in  all  material
respects,  the  financial  condition  and  results  of  the operations of Pangea
Petroleum  Corp.

Date: April 15, 2003                        /s/ Scott Duncan
                                            ----------------
                                            Scott Duncan
                                            Chief Financial Officer of
                                            Pangea Petroleum Corp.


                                                                              23
<PAGE>


                          PANGEA PETROLEUM CORPORATION
                                   __________





                        CONSOLIDATED FINANCIAL STATEMENTS
                     WITH REPORT OF INDEPENDENT ACCOUNTANTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001





                                      F-1
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                                TABLE OF CONTENTS
                                   __________



                                                                            PAGE
                                                                            ----

Reports of Independent Accountants                                           F-3

Consolidated Financial Statements:

  Consolidated Balance Sheet as of December 31, 2002                         F-4

  Consolidated Statements of Operations for the years
    ended December 31, 2002 and 2001                                         F-5

  Consolidated Statements of Stockholders' Deficit for
    the years ended December 31, 2002 and 2001                               F-6

  Consolidated Statements of Cash Flows for the years
    ended December 31, 2002 and 2001                                         F-7

Notes to Consolidated Financial Statements                                   F-8




                                      F-2
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Stockholders
Pangea Petroleum Corporation


We  have audited the accompanying consolidated balance sheet of Pangea Petroleum
Corporation  and  subsidiaries  as  of  December  31,  2002  and  the  related
consolidated  statements of operations, stockholders' deficit and cash flows for
each  of  the  two years in the period then ended.  These consolidated financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audit.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we 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.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the consolidated financial position of Pangea
Petroleum  Corporation and subsidiaries as of December 31, 2002, and the results
of their operations and their cash flows for each of the two years in 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 recurring losses, negative cash
flows from operations and has a net capital deficiency at December 31, 2002 that
raise  substantial  doubt  about  its  ability  to  continue as a going concern.
Management's  plans  with  regard  to  this matter are also discussed in Note 2.
These financial statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.




                                       /s/ Ham, Langston & Brezina, L.L.P.

Houston, Texas
March 28, 2003


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                          PANGEA PETROLEUM CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2002
                                   __________


<S>                                                              <C>
     ASSETS
     ------

Current assets:
  Cash                                                           $     14,627
  Employee advances and other receivables                               2,784
  Prepaid expenses                                                      4,720
                                                                 -------------

    Total current assets                                               22,131
                                                                 -------------

Property and equipment                                                 16,689
Less accumulated depreciation                                        ( 15,389)
                                                                 -------------

  Net property and equipment                                            1,300
                                                                 -------------

      Total assets                                               $     23,431
                                                                 =============


     LIABILITIES AND STOCKHOLDERS' DEFICIT
     -------------------------------------

Current liabilities:
  Accounts payable                                               $      6,956
  Accrued liabilities                                                 108,552
  Notes payable to related parties                                    319,638
  Deferred gain on sale of Mass Energy, Inc.                        1,475,141
                                                                 -------------

    Total current liabilities                                       1,910,287

Notes payable to related parties, net of current portion               21,046
                                                                 -------------

      Total liabilities                                             1,931,333
                                                                 -------------

Commitments and contingencies

Stockholders' deficit:
  Preferred stock: $.001 par value; 5,000,000 shares authorized             -
  Common stock: $.001 par value; 100,000,000 shares authorized;
    64,333,554 shares issued and 58,742,554 outstanding                64,334
  Additional paid-in capital                                       15,590,891
  Accumulated deficit                                             (17,300,987)
                                                                 -------------

                                                                   (1,645,762)
  Less subscriptions receivable                                       (38,500)
  Less treasury stock: 5,591,000 shares at cost                    (  223,640)
                                                                 -------------

      Total stockholders' deficit                                  (1,907,902)
                                                                 -------------

        Total liabilities and stockholders' deficit              $     23,431
                                                                 =============
</TABLE>

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


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                                 PANGEA PETROLEUM CORPORATION
                             CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                          __________


                                                                       2002          2001
                                                                   ------------  ------------
<S>                                                                <C>           <C>

Costs and expenses:
  Selling, general and administrative                              $   575,796   $ 3,481,749
  Impairment of oil and gas properties                                 197,039       116,364
  Depreciation, depletion and amortization                                   -         6,945
  Loss on sale of marketable equity securities                          55,887             -
  Interest expense                                                      44,043        38,621
                                                                   ------------  ------------

    Loss from continuing operations                                   (872,765)   (3,643,679)

Loss from operation of discontinued exploration and
  production subsidiary                                               (210,155)   (5,356,668)
                                                                   ------------  ------------

        Net loss                                                   $(1,082,920)  $(9,000,347)
                                                                   ============  ============


Basic and diluted net loss per common share
  Continuing operations                                                  (0.02)        (0.07)
  Discontinued operations                                                (0.00)        (0.11)
                                                                   ------------  ------------

        Net loss                                                         (0.02)  $     (0.18)
                                                                   ============  ============

Weighted average common shares                                      57,612,359    49,025,431
                                                                   ============  ============
</TABLE>

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


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                                   PANGEA PETROLEUM CORPORATION
                                          CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                                          FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                                            __________


                                                                                                                         TOTAL
                                                                 ADDITIONAL                     STOCK                 STOCKHOLDERS'
                                              COMMON STOCK        PAID-IN      RETAINED     SUBSCRIPTIONS  TREASURY     EQUITY
                                           SHARES      AMOUNT     CAPITAL      EARNINGS      RECEIVABLE     STOCK      (DEFICIT)
                                         -----------  --------  -----------  -------------  ------------  ----------  -------------
<S>                                      <C>          <C>       <C>          <C>            <C>           <C>         <C>
Balance at December 31, 2000             42,584,900   $42,585   $10,835,978  $ (7,217,720)  $  (685,000)  $       -   $  2,975,843

Common stock issued for cash              3,633,333     3,633       608,867             -       685,000           -      1,297,500

Common stock issued upon exercise of
  stock options                           2,225,000     2,225     1,152,775             -       (16,000)          -      1,139,000

Common stock issued to acquire assets       100,000       100       152,900             -             -           -        153,000

Common stock issued for services          1,585,667     1,586       900,604             -             -           -        902,190

Common stock issued to compensate
  employees                               2,058,000     2,058       689,682             -             -           -        691,740

Issuance of compensatory stock options            -         -       377,150             -             -           -        377,150

Net loss                                          -         -             -    (9,000,347)            -           -     (9,000,347)
                                         -----------  --------  -----------  -------------  ------------  ----------  -------------

Balance at December 31, 2001             52,186,900    52,187    14,717,956   (16,218,067)      (16,000)          -     (1,463,924)

Common stock issued for cash              1,205,000     1,205        43,895             -       (22,500)          -         22,600

Common stock issued to compensate
  employees                              10,966,654    10,967       253,007             -             -           -        263,974

Capital contribution by stockholders
  under the Settlement Agreement (See
  Note 4)                                         -         -       576,008             -             -    (223,640)       352,368

Surrender of common stock                   (25,000)      (25)           25             -             -           -              -

Net loss                                          -         -             -    (1,082,920)            -           -     (1,082,920)
                                         -----------  --------  -----------  -------------  ------------  ----------  -------------

Balance at December 31, 2002             64,333,554   $64,334   $15,590,891  $(17,300,987)  $   (38,500)  $(223,640)  $ (1,907,902)
                                         ===========  ========  ===========  =============  ============  ==========  =============
</TABLE>

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


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                                     PANGEA PETROLEUM CORPORATION
                                CONSOLIDATED STATEMENT OF CASH FLOWS
                           FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                              __________


                                                                             2002            2001
                                                                       ----------------  ------------
<S>                                                                    <C>               <C>
Cash flows from operating activities:
  Net loss                                                             $    (1,082,920)  $(9,000,347)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Loss from operation of discontinued business
      segment                                                                  210,155     5,356,668
    Depreciation expense                                                         1,200         6,945
    Impairment of oil and gas properties                                       194,539       116,364
    Loss on sale of marketable equity securities                                55,887
    Bad debt expense                                                                 -       208,034
    Common stock issued as compensation for services                           263,974     1,593,930
Issuance of compensatory stock options                                               -       377,150
    Note payable issued for accrued interest                                         -        11,008
    Note payable issued for compensation                                             -       172,838
    Changes in operating assets and liabilities, net of
      effects of dispositions:
      Accounts receivable                                                        6,453         1,734
      Prepaid expenses and other assets                                         (4,720)          988
      Accounts payable and accrued liabilities                                 118,801       (83,616)
                                                                       ----------------  ------------

        Net cash used in continuing operations                                (236,631)   (1,238,304)
        Net cash provided by (used in) discontinued operations                  12,668      (158,320)
                                                                       ----------------  ------------

          Net cash used in operating activities                               (223,963)   (1,396,624)
                                                                       ----------------  ------------

Cash flows from investing activities:
  Proceeds from sale of property and equipment                                       -        17,218
  Proceeds from settlement agreement                                            75,000             -
  Proceeds from sale of marketable equity securities                            97,113             -
  Capital and exploratory expenditures                                               -    (1,865,024)
                                                                       ----------------  ------------

        Net cash provided by (used in) continuing operations                   172,113      (167,348)
        Net cash provided by (used in) discontinued operations                       -    (1,680,458)
                                                                       ----------------  ------------

          Net cash provided by (used in) investing activities                  172,113    (1,847,806)
                                                                       ----------------  ------------

Cash flows from financing activities:
  Proceeds from the sale of common stock                                        22,600     2,436,500
  Proceeds from notes payable to related parties                                26,500       255,580
  Payments of notes payable to related parties                                       -       (30,000)
                                                                       ----------------  ------------
        Net cash provided by continuing operations                              49,100     2,662,080
        Net cash provided by discontinued operations                                 -             -
                                                                       ----------------  ------------

          Net cash provided by financing activities                             49,100     2,662,080
                                                                       ----------------  ------------

Net decrease in cash and cash equivalents                                       (2,750)     (582,350)

Cash and cash equivalents at beginning of year                                  17,377       599,727
                                                                       ----------------  ------------

Cash and cash equivalents at end of year                               $        14,627   $    17,377
                                                                       ================  ============
</TABLE>

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


                                      F-7
<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
     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  October 2000 the Company
     acquired a wholly owned subsidiary, Mass Energy, Inc., that was disposed of
     in  December  2002  (See  Note  3).

     PRINCIPLES  OF  CONSOLIDATION
     -----------------------------

     The consolidated financial statements presented herein include the accounts
     of  the Company and its wholly owned subsidiary, Mass Energy, Inc., through
     the  date  of  the  sale.  All  significant  inter-company  accounts  and
     transactions  have  been  eliminated.

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

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

     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.
     Management  estimates  that  the  salvage value of lease and well equipment
     will approximately offset the future liability for plugging and abandonment
     of  the  related  wells.  Accordingly,  no  accrual for such costs has been
     recorded.

     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 Company's average holding period.
     Capitalized  costs  of  producing  oil and gas properties after considering
     estimated  dismantlement and abandonment costs and estimate 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.


                                      F-8
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


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

     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.

     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 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.

     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.

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
     ---------------------------------------

     The  Company  includes  fair  value  information  in the notes to financial
     statements  when  the  fair value of its financial instruments is different
     from  the  book  value.  When  the  book  value approximates fair value, no
     additional  disclosure  is  made.

     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
     maintains  its  cash and cash equivalents with major financial institutions
     selected  based  upon  management's  assessment  of  the  banks'  financial
     stability.  Balances  periodically  exceed  the $100,000 federal depository
     insurance  limit.  The  Company has not experienced any losses on deposits.
     During  the  years  ended December 31, 2002 and 2001, 100% of the Company's
     revenues  was  received  from  two  customers.

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

     Oil  and  gas  revenues  are  recorded  under the sales method. The Company
     recognizes  oil  and  gas  revenues  as production occurs. As a result, the
     Company  accrues  revenue  relating to production for which the Company has
     not  received  payment.

     EARNINGS  PER  SHARE
     --------------------

     The  Company  has  adopted  SFAS No. 128, which provides for calculation of
     "Basic" and "Diluted" earnings per share. Basic earnings per share includes
     no  dilution  and  is  computed  by dividing net income available to common
     shareholders  by  the  weighted  average  common shares outstanding for the
     period.  Diluted  earnings  per  share  reflect  the  potential dilution of
     securities  that  could share in the earnings of an entity similar to fully
     diluted  earnings  per  share.


                                      F-9
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


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

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

     SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation"  established
     financial  accounting  and  reporting  standards  for  stock-based employee
     compensation  plans. It defined a fair value based method of accounting for
     an  employee  stock  option or similar equity instrument and encouraged all
     entities to adopt that method of accounting for all of their employee stock
     compensation  plans  and  include  the  cost  in  the  income  statement as
     compensation  expense.  However,  it  also  allows an entity to continue to
     measure  compensation  cost for those plans using the intrinsic value based
     method  of  accounting  prescribed  by  Accounting Principles Board ("APB")
     Opinion  No.  25,  "Accounting  for Stock Issued to Employees". The Company
     accounts  for  compensation  cost for stock option plans in accordance with
     APB  Opinion  No.  25.

     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.

     NEW  ACCOUNTING  PRONOUNCEMENTS
     -------------------------------

     In  July  2001,  the  Financial  Accounting Standards Board ("FASB") issued
     Statement  of  Financial  Accounting  Standards ("SFAS") No. 141, "Business
     Combinations,"  which  requires  all  business combinations initiated after
     June 30, 2001 be accounted for using the purchase method. In addition, SFAS
     No.  141  further  clarifies  the  criteria  to recognize intangible assets
     separately  from  goodwill.  Specifically,  SFAS  No.  141 requires that an
     intangible  asset  may be separately recognized only if such an asset meets
     the  contractual-legal  criterion  or  the  separability  criterion.  The
     implementation  of  SFAS  No.  141  did  not  have a material impact on the
     Company's  results  of operations or financial position because the Company
     completed  no business combinations in the period covered by the provisions
     of  SFAS  No.  141  and  had  no significant intangibles at the date of its
     adoption.

     In  July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
     Assets,"  under which goodwill and intangible assets with indefinite useful
     lives are no longer amortized but will be reviewed for impairment annually,
     or  more  frequently if certain events or changes in circumstances indicate
     that  the  carrying  value  may not be recoverable. The impairment test for
     goodwill  involves a two-step process: step one consists of a comparison of
     the  fair value of a reporting unit with its carrying amount, including the
     goodwill  allocated  to  each  reporting unit. If the carrying amount is in
     excess  of  the fair value, step two requires the comparison of the implied
     fair  value  of the reporting unit goodwill with the carrying amount of the
     reporting  unit goodwill. Any excess of the carrying value of the reporting
     unit  goodwill  over  the implied fair value of the reporting unit goodwill
     will  be recorded as an impairment loss. The impairment test for intangible
     assets  with indefinite useful lives consists of a comparison of fair value
     to  carrying value, with any excess of carrying value over fair value being
     recorded  as an impairment loss. Intangible assets with finite useful lives
     will  continue to be amortized over their useful lives and will be reviewed
     for  impairment  in  accordance  with  SFAS  No.  144,  "Accounting for the
     Impairment  or  Disposal  of Long-Lived Assets." The implementation of SFAS
     No.  142  did  not  have  a  material  impact  on  the Company's results of
     operations  or  financial  position  because the Company had no significant
     intangibles  at  the  date  of  its  adoption.


                                      F-10
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________

1.   ORGANIZATION  AND  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
     ----------------------------------------------------------------
     NEW  ACCOUNTING  PRONOUNCEMENTS,  CONTINUED
     -------------------------------------------

     In  August  2001,  the  FASB issued SFAS No. 144, which supercedes SFAS No.
     121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets  to  Be  Disposed Of," and certain provisions of APB Opinion No. 30,
     "Reporting the Results of Operations - Reporting the Effects of Disposal of
     a  Segment  of  a  Business,  and  Extraordinary,  Unusual and Infrequently
     Occurring  Events  and  Transactions." SFAS No. 144 retains the fundamental
     provisions  of SFAS No. 121 related to: (i) the recognition and measurement
     of  the  impairment  of long-lived assets to be held and used, and (ii) the
     measurement  of  long-lived assets to be disposed by sale. It provides more
     guidance  on  estimating  cash  flows when performing recoverability tests,
     requires  long-lived  assets  to  be  disposed  of other than by sale to be
     classified  as  held  and  used  until  disposal,  and  establishes  more
     restrictive  criteria  to  classify  long-lived assets as held for sale. In
     addition,  SFAS  No. 144 supersedes the accounting and reporting provisions
     of APB Opinion No. 30 for the disposal of a segment of a business. However,
     it  retains  the  basic  provisions  of  APB  Opinion  No.  30  to  report
     discontinued  operations  separately from continuing operations and extends
     the reporting of a discontinued operation to a component of an entity. SFAS
     No  144  was  implemented  by  the  Company in 2002 and its provisions were
     followed  in  accounting  for the disposal of Mass Energy, Inc. in December
     2002.  (See  Note  3)

     In  June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for Costs
     Associated  with  Exit  or  Disposal Activities," which addresses financial
     accounting  and  reporting  for  costs  associated  with  exit  or disposal
     activities  and  supersedes  Emerging  Issues Task Force ("EITF") Issue No.
     94-3,  "Liability Recognition for Certain Employee Termination Benefits and
     Other  Costs  to  Exit  an  Activity (including Certain Costs Incurred in a
     Restructuring)."  SFAS  No.  146  requires  companies  to  recognize  costs
     associated  with  exit or disposal activities when they are incurred rather
     than  at the date of a commitment to an exit or disposal plan. In addition,
     SFAS  No.  146  establishes  that  fair  value is the objective for initial
     measurement  of  the  liability.  SFAS  No.  146  is  effective for exit or
     disposal  activities  initiated after December 31, 2002, but early adoption
     is permitted. The impact of the adoption of SFAS No. 146 is not expected to
     have a significant impact on the Company's financial position or results of
     operations.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based
     Compensation",  which amends SFAS No. 123 to provide alternative methods of
     transaction for an entity that voluntarily changes to the fair value method
     of  accounting  for  stock  based employee compensation. It also amends the
     disclosure provisions of SFAS No. 123 to require prominent disclosure about
     the  effects  on  reported  net  income  of  an  entity's accounting policy
     decisions  with respect to stock based employee compensation. Finally, SFAS
     No.  148  amends  APB  Opinion  No.  28,  "Interim Financial Reporting", to
     require  disclosure  of those effects in interim financial statements. SFAS
     No.  148  is  effective for fiscal years ended after December 15, 2002, but
     early  adoption  is  permitted.  The Company intends to continue to measure
     stock  based  compensation  in  accordance with APB Opinion No. 25 but will
     begin  reporting  the additional quarterly disclosures required by SFAS No.
     148  in  the  quarter  ending  March  31,  2003.

     RECLASSIFICATIONS
     -----------------

     Certain  amounts  presented  in  the 2001 consolidated financial statements
     have  been  reclassified  to  conform  to  the  2002  presentation.  The
     reclassifications  relate  primarily  to  the  presentation  of the assets,
     liabilities,  revenue  and  expenses  of  Mass Energy, Inc. as discontinued
     operations.


                                      F-11
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


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, 2002 and 2001, the Company reported net losses
     of  $1,082,920  and  $9,000,347, respectively, and negative cash flows from
     operations  of  $223,963  and  $1,396,624  respectively.

     Continuing negative operating results produced a working capital deficit of
     $1,888,156  for  the  year  ended December 31, 2002. The negative operating
     results  were  largely  caused by poor operating results from the Company's
     former subsidiary, Mass Energy, Inc. Mass Energy became severely delinquent
     in  their  accounts  payable.  Various vendors have initiated legal actions
     against  Mass  Energy, Inc. to force payment of past due accounts, but Mass
     Energy,  Inc. lacked the cash resources to make such payments. One suit has
     been  filed  against  Pangea  Petroleum  Corporation  alleging  that  it is
     responsible  for  the  debt of its former subsidiary, Mass Energy, Inc. The
     result  of  the  legal  action against the Company cannot be predicted, but
     this  legal  action  and the Company's recurring negative financial results
     raise  substantial doubt about the Company's ability to continue as a going
     concern.

     In  2002,  the  Company  developed  a  plan and took actions to improve its
     financial  position and deal with its liquidity problems. In the first step
     of the plan, the Company negotiated a settlement agreement (the "Settlement
     Agreement") between the Company and certain parties related to the Company.
     Under  the  terms  of  the Settlement Agreement the Company received a cash
     payment  of  $75,000 and marketable equity securities of $153,000 and fully
     satisfied $296,010 of liabilities and claims in exchange for various assets
     with  a  carrying value of $171,642. Due to the related party nature of the
     Settlement  Agreement,  the  Company  recognized  no gain, but recognized a
     increase  to  additional  paid-in  capital of $352,368. (See Note 4) In the
     second step of the plan the Company sold Mass Energy, Inc. in a transaction
     that  management believes will improve both the Company's overall financial
     position  and  its  chances  of  acquiring  economically  viable  oil & gas
     properties  or  engaging in transactions necessary for the future viability
     of  the Company. The final steps of the plan are still being developed, but
     may  include  additional  private placements of the Company's common stock,
     additional  oil  and  gas property acquisitions and/or exploration efforts,
     and efforts to raise additional debt financing or equity investments. There
     can  be  no  assurance  that any of the plans developed by the Company will
     produce  cash flows sufficient to ensure its long-term viability as a going
     concern.

     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.


3.   ACQUISITION  AND  SUBSEQUENT  DISPOSITION  OF  MASS  ENERGY,  INC.
     ------------------------------------------------------------------

     On  October  5,  2000,  the  Company acquired Mass Energy, Inc., a Houston,
     Texas based oil and gas exploration company, in a transaction accounted for
     as  a  purchase.  The  purchase price was 2,000,000 shares of the Company's
     restricted  common  stock  issued  in  exchange  for all of the outstanding
     common  stock  of  Mass  Energy,  Inc.  The  $4,521,856  purchase price was
     allocated  to  the  assets  acquired and liabilities assumed based on their
     estimated  fair  values  at  the  date  of  acquisition.

     Almost  immediately,  the  Mass  Energy, Inc. acquisition produced negative
     financial  results.  A  series  of  costly  dry-hole  projects  caused  the
     financial  position  of  Mass  Energy, Inc., and accordingly, the Company's
     consolidated  financial  position, to deteriorate. Over the next two years,
     trade  payables  and  other liabilities increased dramatically. Mass Energy
     Inc.'s  unpaid  liabilities  resulted  in  legal actions by a number of its
     vendors  and certain of the legal actions seek relief from Pangea Petroleum
     Corporation  (See  Note  11).


                                      F-12
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


3.   ACQUISITION  AND  SUBSEQUENT  DISPOSITION  OF  MASS ENERGY, INC., CONTINUED
     ---------------------------------------------------------------------------

     Accordingly,  on  October 7, 2002, the Company initiated a transaction (the
     "Transaction")  under which it sold 100 percent of the common stock of Mass
     Energy,  Inc.  to  Thomas  Banks,  Ltd.,  an  unrelated  Cayman  Islands
     corporation,  in  exchange  for  $500  and  the assignment of certain fully
     reserved  notes receivable on the books of Mass Energy, Inc. At the date of
     the  sale,  all of Mass Energy, Inc.'s assets had been written off or fully
     reserved based on impairment analysis performed by the Company. The $500 in
     cash  from  Thomas  Banks,  Ltd.  has not been collected and has been fully
     reserved.

     The  Transaction resulted in Thomas Banks, Ltd's assumption of Mass Energy,
     Inc.'s  liabilities  totaling  $1,475,141.  The  Company  has  deferred
     recognition  of  any gain from the Transaction because legal counsel cannot
     currently  determine  if legal actions against Mass Energy, Inc and related
     imputed  liability  or  alter-ego claims against Pangea Petroleum, Inc., as
     former  owner  of Mass Energy, Inc could eventually result in the Company's
     liability  for  the  claims.

     Based  on  the  Transaction,  the  operations of Mass Energy, Inc have been
     separated  from  continuing operations and presented as loss from operation
     of  discontinued  business  segment  in  the  accompanying  statement  of
     operations:

     The  following  is  a summary of the operating results of Mass Energy, Inc.
     for  the  period  from  January 1, 2002 to October 7, 2002 and for the year
     ended  December  31,  2001.

                                                         2002         2001
                                                      ----------  ------------

     Revenues:
       Sales and operating revenues                   $  31,895   $    34,251
       Interest income                                        -        12,455
                                                      ----------  ------------

         Total revenue                                   31,895        46,706
                                                      ----------  ------------

     Costs and expenses:
       Exploration-dry hole and abandonment expense           -     4,874,253
       Cost of sales                                          -        14,994
       Selling, general and administrative                9,142       530,969
       Loss on write-down of assets to estimated net
         realizable value                               232,908       (17,218)
       Interest expense                                       -           376
                                                      ----------  ------------

           Total costs and expenses                     242,050     5,403,374
                                                      ----------  ------------

             Net loss                                 $(210,155)  $(5,356,668)
                                                      ==========  ============


4.   SETTLEMENT  AGREEMENT
     ---------------------

     On  May  30,  2002,  the  Company  entered into a settlement agreement with
     various related parties to settle debt obligations and position the Company
     in a more favorable cash flow position. Under the Settlement Agreement, the
     Company  gave  up  100%  of  the outstanding common stock of a wholly owned
     subsidiary,  Pangea  Services,  Inc. in exchange for: (i) the settlement of
     certain  accounts  and  notes payable totaling approximately $300,000; (ii)
     the  return  of 5,591,000 shares of its common stock to treasury; (iii) the
     receipt  of  900,000  shares  of Consolidated Medical Management, Inc.; and
     (iv) the receipt of $75,000 in cash. The primary assets of Pangea Services,
     Inc.  that  were  given  up  in  the  settlement  were: (i) 475,000 Class A
     membership  units  of Worldlink USA, LLC, (an investment previously written
     off  by  the  Company);  (ii)  a  $125,000  investment in Paradigm Advanced
     Technologies,  Inc.  including  200,000  warrants  to  purchase  shares  of
     Paradigm  Advanced  Technologies,  Inc.  at a price of $1.00 per share; and
     (iii)  certain  real  estate  held  for  investment of $46,642. The Company
     recognized  no  gain  or  loss  on the transaction but recognized a capital
     contribution  of  $352,368.


                                      F-13
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________



5.   NOTES  RECEIVABLE  FROM  RELATED  PARTIES
     -----------------------------------------

     Notes  receivable  from  related  parties  at  December 31, 2002 consist of
     demand notes receivable from the former owner of Mass Energy, Inc. and from
     a  company  that  he  owns. These notes bear interest at rates ranging from
     6.25% to 7% per year and are uncollateralized. The notes are fully reserved
     at  December  31,  2002.  Following is an analysis of notes receivable from
     related  parties.

       Contractual balance                                    $ 190,000
       Accrued interest                                          42,664
                                                              ----------

                                                                232,664
       Less allowance for doubtful notes                       (232,664)
                                                              ----------

                                                              $       -
                                                              ==========


     The  Company is pursuing collection of the note receivable; however, due to
     the uncertainty of the outcome of those efforts, the balance has been fully
     reserved


6.   PROPERTY  AND  EQUIPMENT
     ------------------------

     Property  and  equipment  consists  of  the following at December 31, 2002:


       Machinery and equipment                                    $ 15,245
       Furniture and fixtures                                        1,444
                                                                  ---------

                                                                    16,689
     Less accumulated depreciation                                 (15,389)
                                                                  ---------

     Net property and equipment                                   $  1,300
                                                                  =========


     During  the  year  ended  December 31, 2002 and 2001 all of the exploration
     projects  in  which  the  Company is involved resulted in dry holes or were
     productive  at  unacceptable  levels.  Accordingly,  during  the year ended
     December  31, 2002 and 2001, the Company recorded dry hole, abandonment and
     impairment  charges  of  $197,039  and  $1,930,517,  respectively.


7.   ACCRUED  LIABILITIES
     --------------------


     Accrued  liabilities  consist  of  the  following  at  December  31,  2002:

       Compensation payable to stockholders                           $ 67,888
       Payroll taxes payable                                            16,830
       Accrued interest payable                                         23,834
                                                                      --------

                                                                      $108,552
                                                                      ========


                                      F-14
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


8.   NOTES  PAYABLE  TO  RELATED  PARTIES
     ------------------------------------

<TABLE>
<CAPTION>
<S>                                                                         <C>
     Notes payable to stockholders of the Company, bearing interest
       from the prime rate (4.25% at December 31, 2002) to 20% per
       year, interest due monthly and principal due on demand.  These
       notes are uncollateralized.                                          $ 266,838

     Note payable to a stockholder of the Company, bearing interest
       at the prime rate (4.25% at December 31, 2002), interest due
       quarterly, principal of $9,100 due on January 10, 2002 and
       $6,600 per quarter for each quarter thereafter until its
       maturity on October 10, 2004, when all unpaid principal and
       interest is due.  This note is uncollateralized and payments
       have not been made in accordance with the terms of the note
       agreement.                                                              73,846
                                                                            ----------

                                                                              340,684
     Less current portion                                                    (319,638)
                                                                            ----------

     Long-term portion of notes payable to related parties                  $  21,046
                                                                            ==========
</TABLE>

     Included  in  accrued  liabilities at December 31, 2002 is accrued interest
     owed  to  these  notes  payable  to  related  parties  of  $23,834.

     Future  annual  maturities  of  the  notes payable to related parties as of
     December  31,  2002  are  as  follows:

       YEAR  ENDED
       DECEMBER  31,
       -------------

          2003                                                  $  319,638
          2004                                                      21,046
                                                                ----------

                                                                $  340,684
                                                                ==========


9.   INCOME  TAXES
     -------------

     The Company has incurred losses since its inception and, therefore, has not
     been  subject to federal income taxes. As of December 31, 2002, the Company
     had  net  operating  loss  ("NOL") carryforwards for income tax purposes of
     approximately  $20,900,000  which expire in various tax years through 2021.
     Under  the  provisions of Section 382 of the Internal Revenue Code, the net
     operating loss carryforwards resulting from the acquisition of Mass Energy,
     Inc.  and the ownership change in the Company when it recapitalized in 2000
     will  severely  limit the Company's ability to utilize its NOL carryforward
     to  reduce future taxable income and related tax liabilities. Additionally,
     because  United  States  tax  laws  limit  the  time  during  which  NOL
     carryforwards  may  be  applied  against future taxable income, the Company
     will,  in  all  likelihood, be unable to take full advantage of its NOL for
     federal  income  tax  purposes  should the Company generate taxable income.


                                      F-15
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


9.   INCOME  TAXES,  CONTINUED
     -------------------------

     The  composition  of  deferred  tax  assets  and the related tax effects at
     December  31,  2002  are  as  follows:

       Net operating losses                                      $ 7,106,466
       Allowance for doubtful accounts and notes
         Receivable                                                   74,966
       Other                                                          26,945
                                                                 ------------

         Total deferred tax assets                                 7,208,377

       Less valuation allowance                                   (7,208,377)
                                                                 ------------

       Net deferred tax asset                                    $         -
                                                                 ============

     The difference between the income tax benefit in the accompanying statement
     of  operations  and  the  amount  that  would  result  if  the U.S. Federal
     statutory  rate  of  34%  were  applied to pre-tax loss for the years ended
     December  31,  2002  and  2001  is  as  follows:

<TABLE>
<CAPTION>
                                                  2002                 2001
                                          -------------------  ---------------------
                                            AMOUNT       %        AMOUNT        %
                                          ----------  -------  ------------  -------
<S>                                       <C>         <C>      <C>           <C>
       Benefit for income tax at federal
         statutory rate                   $(433,756)  (34.0%)  $(3,060,118)  (34.0%)
       Non-deductible expenses              155,314     12.2%        6,800        -
       Increase in valuation allowance      278,442     21.8%    3,053,318     34.0%
                                          ----------  -------  ------------  -------

                                          $       -        -%  $         -        -%
                                          ==========  =======  ============  =======
</TABLE>


10.  COMMITMENTS  AND  CONTINGENCIES
     -------------------------------

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

     The  Company  leases  office space under an operating lease that expires in
     2003.  The  Company expects to replace its office space lease in the normal
     course of business. Rent expense incurred under operating leases during the
     years  ended  December  31,  2002  and  2001  was  $15,364  and  $38,423,
     respectively.

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

     The  Company  entered  into an employment agreement with its Chairman/Chief
     Executive  Officer  and  its  Chief  Operating  Officer.  The  employment
     agreements  provide  for  salaries  of  $10,000  and  $6,000  per  month,
     respectively, which the Company may defer and pay, plus accrued interest at
     the  prime rate plus 1%, on amounts deferred. The employees may convert any
     or  all salaries with accrued interest to common stock of the Company based
     on  30%  off  the  average  closing bid price during the month prior to the
     month  being  compensated.  Additionally, the employment agreements provide
     for  the issuance of 50,000 shares of restricted stock per month as part of
     the  base  salary  compensation.

     LEGAL  PROCEEDINGS
     ------------------

     During  the  years  ended  December 31, 2002 and 2001, various vendors that
     provided services and supplies to Mass Energy, Inc. initiated legal actions
     against  Mass  Energy,  Inc. to force payment of past due amounts, but Mass
     Energy,  Inc.  lacks the cash resources to make such payments. In addition,
     one suit has been filed against Pangea Petroleum Corporation alleging it is
     responsible  for  the debt of its former subsidiary, Mass Energy, Inc. This
     legal  action  pertains  to  approximately  $208,000  of  accounts payable.
     Accrued  liabilities  and all balances claimed by the vendors were included
     in  the sale of Mass Energy, Inc. to Thomas Banks, Ltd. (See Note 3). Based
     on  the  legal  claims against the Company, the gain the Company would have
     otherwise  realized  on  the  sale  was deferred until the outcome of legal
     actions  is  known.  Accordingly,  all  claims against the Company and Mass
     Energy,  Inc.  are  fully  reserved as part of the $1,475,141 deferred gain
     presented  in  the  balance  sheet  at  December  31,  2002.


                                      F-16
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________



10.  COMMITMENTS  AND  CONTINGENCIES,  CONTINUED
     -------------------------------------------

     LEGAL  PROCEEDINGS,  CONTINUED
     ------------------------------

     The  Company  may  also  be  periodically  subject to legal proceedings and
     claims that arise in the ordinary course of its business. In the opinion of
     management,  such  legal  proceedings and claims will not materially affect
     the financial position, results of operations or cash flows of the Company.


11.  STOCKHOLDERS'  EQUITY
     ---------------------

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

     The  Company's  articles  of  incorporation authorize the issuance of up to
     5,000,000  shares  of serial preferred stock, with a par value of $.001 and
     other characteristics determined by the Company's board of directors. As of
     December  31,  2002  and  2001,  there  was  no  preferred  stock issued or
     outstanding.

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

     During  the  years  ended  December  31,  2002 and 2001, the Company issued
     shares  for cash under private placements of securities and as compensation
     to employees and consultants. These issuances are shown on the accompanying
     statement  of  stockholders'  deficit.

     Included  in  stock  issuances  for  the  year ended December 31, 2001 were
     certain  shares  issued  under  a  Securities  Purchase  Agreement  (the
     "Securities  Purchase  Agreement")  whereby  the  Company issued 16,149,998
     shares  of  restricted  common  stock  to  an  escrow  agent (the "Escrowed
     Shares") for the benefit of four investor groups in exchange for $1,300,000
     in  cash.  The  terms  of  the  Securities  Purchase Agreement required the
     Company  to  file a Registration Statement with the Securities and Exchange
     Commission  to register the Escrowed Shares and included provisions for the
     issuance  of A series of shares and warrants with exercise prices to be set
     based  on a combination of certain future events and the performance of the
     Company's  common  stock.  As  of  December  31,  2002, the Company has not
     registered  shares  in accordance with the terms of the Securities Purchase
     Agreement.  The  following  is  an analysis of shares and warrants issuable
     under  the  Securities  Purchase  Agreement.

<TABLE>
<CAPTION>
                                                 NUMBER OF
                                                  SHARES
                                                 ISSUED OR
                                     PURCHASE    ISSUABLE       MAXIMUM NUMBER
            PURCHASER                 PRICE     FROM ESCROW      OF WARRANTS
     -----------------------------  ----------  -----------  --------------------
<S>                                 <C>         <C>          <C>
     Generation Capital Associates  $  600,000    2,288,000  4,576,000 A Warrants
                                                             4,576,000 B Warrants

     STL Capital Partners, LLC         250,000      953,334  1,906,667 A Warrants
                                                             1,906,667 B Warrants

     Greenwood Partners, L.P.          200,000      762,666  1,525,333 A Warrants
                                                             1,525,333 B Warrants

     The Apmont Group, Inc.            250,000      715,000  1,430,000 C Warrants
                                                             1,430,000 D Warrants

     Other                                   -       71,500    468,000 A Warrants
                                                               468,000 B Warrants
                                                             ----------

       Total                        $1,300,000    4,790,500  19,812,000  Warrants
                                    ==========  ===========  ==========
</TABLE>


                                      F-17
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________

11.  STOCKHOLDERS'  EQUITY,  CONTINUED
     ---------------------------------

     COMMON  STOCK,  CONTINUED
     -------------------------

     At December 31, 2002, there are 11,359,498 shares of common stock remaining
     in  escrow  under the Securities Purchase Agreement. These shares are shown
     as  outstanding shares and will be issued to the investors upon exercise of
     warrants  or  cancelled  if  the  warrants  expire.

     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 issuance of such options are
     approved by the Board of Directors. The exercise price of an option granted
     is  determined  by the fair market value of the stock on the date of grant.

     The  Company  has elected to follow Accounting Principles Board Opinion No.
     25,  "Accounting  for  Stock  Issued  to  Employees"  (APB  25) and related
     Interpretations  in  accounting  for its employee stock options because, as
     discussed  below,  the alternative fair value accounting provided for under
     FASB Statement No. 123, "Accounting for Stock-Based Compensation", requires
     use  of  option valuation models that were not developed for use in valuing
     employee  stock  options.  Under  APB  25,  if  the  exercise  price of the
     Company's  employee  stock  options  is greater than or equal to the market
     price of the underlying stock on the date of grant, no compensation expense
     is  recognized.  During  the  year  ended  December  31, 2001, compensation
     expense of $377,150 was recognized related to the issuance of stock options
     with  a  market price exceeding the exercise price on the date of grant. No
     compensation  expense  was  recognized  in  2002.

     Proforma  information  regarding  net  income  and  earnings  per  share is
     required  by  Statement  123, and has been determined as if the Company had
     accounted  for  its  employee  stock options under the fair value method of
     that  Statement. The fair value for these options was estimated at the date
     of  grant  using  a  Black-Scholes  option pricing model with the following
     weighted-average  assumptions  used for grants in 2002 and 2001 as follows:

                                                           2002      2001
                                                         --------  --------

       Dividend yield                                        0%        0%
       Expected volatility                                  30%      185%
       Risk free interest                                    4%        5%
       Expected lives                                    2 years   3 years

     The  Black-Scholes  option  valuation  model  was  developed  for  use  in
     estimating  fair  value of traded options that have no vesting restrictions
     and  are  fully  transferable. In addition, option valuation models require
     the  input  of  highly  subjective assumptions including the expected stock
     price  volatility.  Because  the  Company's  employee  stock  options  have
     characteristics  significantly  different from those of traded options, and
     because  changes  in the subjective input assumptions can materially affect
     the  fair  value  estimate, in management's opinion, the existing models do
     not  necessarily provide a reliable single measure of the fair value of its
     employee  stock  options.

     For  purposes  of  proforma  disclosures,  the  estimated fair value of the
     options is included in expense over the option's vesting period or expected
     life.

                                                        2002          2001
                                                     ------------  -------------
       Net loss as reported                          $(1,082,920)  $ (9,000,347)

       Adjustment calculated in accordance
         with SFAS 123                                    (4,200)    (1,435,800)
                                                     ------------  -------------

       Proforma net loss                             $(1,087,120)  $(10,436,147)
                                                     ============  =============

       Loss per common share, as reported            $     (0.02)  $      (0.18)

       Proforma and diluted net loss per
         common share                                $     (0.02)  $      (0.21)


                                      F-18
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


11.  STOCKHOLDERS'  EQUITY,  CONTINUED
     ---------------------------------

     A  summary  of  the Company's stock option activity and related information
     for  the  years  ended  December  31,  2002  and  2001  follows:

                                        NUMBER OF                WEIGHTED
                                         SHARES                   AVERAGE
                                          UNDER      EXERCISE    EXERCISE
                                         OPTION        PRICE       PRICE
                                       -----------  -----------  ---------
     Balance outstanding at
       December 31, 2000                3,256,500   $0.50-$5.00  $    2.97

       Issued                           3,118,500   $0.10-$1.00  $    0.64
       Exercised                       (2,225,000)  $0.10-$1.00  $    0.52
                                       -----------

     Balance outstanding at
       December 31, 2001                4,150,000   $0.50-$5.00  $    2.55

       Issued                             350,000   $0.20-$1.00  $    0.56
                                       -----------

     Balance outstanding at
       December 31, 2002                4,500,000   $0.20-$5.00  $    2.39
                                       ===========

     All  outstanding  stock  options  are  exercisable  at December 31, 2002. A
     summary  of  outstanding  stock  options  at  December  31,  2002  follows:


                                          REMAINING
     NUMBER OF COMMON                     CONTRACTED
     STOCK EQUIVALENTS  EXPIRATION DATE  LIFE (YEARS)  EXERCISE PRICE
     -----------------  ---------------  ------------  ---------------
          350,000       November 2003         0.8         $   0.50
          230,000       November 2003         0.8             1.00
          600,000       November 2003         0.8             2.00
        1,500,000       November 2003         0.8             5.00
           40,000       December 2003         0.9             1.00
          350,000       January 2004          1.0             1.00
          370,000       February 2004         1.1             1.00
          160,000       March 2004            1.2             1.00
          100,000       April 2004            1.3             1.00
          125,000       May 2004              1.3             1.00
          150,000       June 2004             1.4             1.00
           75,000       July 2004             1.5             1.00
           50,000       August 2004           1.6             1.00
           50,000       September 2004        1.7             1.00
           50,000       May 2010              7.4             0.50
          100,000       May 2010              7.4             1.00
          100,000       August 2010           7.7             0.20
          100,000       January 2011          8.1             0.50
     ------------

        4,500,000
     ============


     Effective  in March 2002, the Company adopted a Stock Option and Grant Plan
     (the  "Plan")  under  which  incentive  stock  options, non-qualified stock
     options,  restricted  stock, and common stock of the Company 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 5,000,000
     shares  of  stock  for issuance under the Plan and up to 400,000 additional
     shares will be reserved and available for issuance under the Plan each year
     beginning  in  2003  and  continuing  until  2012.


                                      F-19
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


11.  STOCKHOLDERS'  EQUITY,  CONTINUED
     ---------------------------------

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

     A  summary  of the Company's stock warrant activity and related information
     for  the  years  ended  December  31,  2002  and  2001  follows:

                                             NUMBER OF                 WEIGHTED
                                               SHARES                   AVERAGE
                                               UNDER       EXERCISE    EXERCISE
                                              WARRANT        PRICE       PRICE
                                            ------------  -----------  ---------
     Warrants outstanding at
       December 31, 2000 an 2001             26,549,998   $0.01-$1.00  $    0.48

       Issued                                 6,387,002   $0.01-$0.02  $    0.01
       Canceled                             (12,500,000)  $      1.00  $    1.00
       Exercised                                      -   $         -  $       -
                                            ------------

     Warrants outstanding at
       December 31, 2002                     20,437,000   $0.01-$0.02  $    0.01
                                            ============

     All  stock  warrants  are  exercisable  at  December 31, 2001. A summary of
     outstanding  stock  warrants  are  December  31,  2002  follows:

                                               REMAINING
     NUMBER OF COMMON                          CONTRACTED
     STOCK EQUIVALENTS       EXPIRATION DATE  LIFE (YEARS)  EXERCISE PRICE
     -----------------       ---------------  ------------  ---------------
            19,812,000       November 2005             2.9  $          0.01
               625,000       December 2012             9.9             0.02
     -----------------

            20,437,000
     =================


     The  warrants  issued  in connection with the Securities Purchase Agreement
     had  original  exercise prices of $0.0375 to $1.00 and a five year exercise
     term.  The related warrant agreements include various provisions that could
     reduce  the  exercise  price  and,  although  the  Company  is  currently
     negotiating to establish the final terms, the Company believes the exercise
     price  may  be  as  low  as  $0.01  as  shown  above.


12.  RELATED  PARTY  TRANSACTIONS
     ----------------------------

     During  the years ended December 31, 2002 and 2001, the Company was engaged
     in  various  transactions  with  related  parties  as  follows:

     In  May  2002,  the  Company  completed  the Settlement Agreement involving
     amounts  due from related parties. The Settlement Agreement is described in
     Note  4.

     In  November  2001,  the Company entered into a consulting agreement with a
     stockholder  to  provide  record-keeping and other administrative services.
     The  total  compensation due under the three-month agreement is $15,303, of
     which  $10,303 was incurred and paid in 2001 and $5000 in 2002. During 2002
     the Company also compensated the record-keeping and administrative services
     firm  by  issuing  1,100,000 shares of the Company's common stock valued at
     $39,000.

     In  addition  to the transactions and balances described above, the Company
     has  various related party notes payable at December 31, 2002 (See Note 8).


                                      F-20
<PAGE>
                          PANGEA PETROLEUM CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


13.  NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES
     -----------------------------------------------

     During  the  years  ended December 31, 2002, the Company engaged in various
     non-cash  financing  and  investing  activities  as  follows:

     Subscription  receivable  for  issuance  of
       common stock                                       $  22,500  $   16,000

     Common stock issued to acquire property              $ -        $  153,000

     Accounts payable incurred to acquire property
       and equipment                                      $ -        $1,000,000

     In  addition  to the non-cash transactions shown above, the Company entered
     into  The  Settlement  Agreement  in 2002, as described in Note 4, and sold
     Mass  Energy,  Inc.  for  the  assumption  of debts totaling $1,475,141, as
     described  in  Note  3.

     Following  is  an  analysis  of  cash  paid  for interest and income taxes:

       Cash paid for interest                             $       -  $        -

       Cash paid for income taxes                         $       -  $        -


                                      F-21
<PAGE>