UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 000-30503
(Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: December 31, 2008
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
PANGEA PETROLEUM CORPORATION
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Full Name of Registrant
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Former Name if Applicable
3600 GESSNER, SUITE 220
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Address of Principal Executive Office (Street and Number)
HOUSTON, TEXAS 77063
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City, State and Zip Code
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reason described in reasonable detail in Part III of
| this form could not be eliminated without unreasonable effort or
| expense
|
| (b) The subject annual report, semi-annual report, transition report
| on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
| portion thereof, will be filed on or before the fifteenth
[X] | calendar day following the prescribed due date; or the subject
| quarterly report or transition report on Form 10-Q or subject
| distribution report on Form 10-D, or portion thereof, will be
| filed on or before the fifth calendar day following the
| prescribed due date; and
|
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Registrant is unable to file its Annual Report on Form 10-K for the
period ended December 31, 2008 within the prescribed time period without
unreasonable effort and expense due to the unavailability of certain information
that may materially affect the disclosure to be contained in the Report.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
GREGORY H. NOBLE 713 914-9366
- -------------------------------------- ------ ---------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If answer is no, identify report(s).
Yes [ ] No [X]
The new management of Registrant recently learned that near the beginning of
January 2009 (presumably at the direction of the old management of Registrant) a
total of 125 million shares of the Registrant's common stock were issued to two
persons. This event required the filing of a Current Report on Form 8-K within
four business days after its occurrence. No such Report was filed. Registrant
is continuing to investigate this issuance (among other reasons) to determine
the consideration that Registrant received for it. Registrant intends to report
all details that it is able to uncover regarding this issuance in its Annual
Report on Form 10-K for fiscal 2008.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
Yes [ ] No [X]
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
PANGEA PETROLEUM CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 2009 By: /s/ Gregory H. Noble
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Vice President & Treasurer
(Principal Executive Officer)
(Principal Financial and Accounting
Officer)
ATTENTION
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001)