UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER 000-30503
(Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR
For Period Ended: March 31, 2009
[ ] 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 Quarterly Report on Form 10-Q for the
period ended March 31, 2009 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
RUSSELL IVY 281 710-7103
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(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 (at the direction of the old management of Registrant) a total
of 25 million shares of the Registrant's common stock were issued to a third
party services provider. 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. Details as to this issuance were reported in Registrant's Annual Report
on Form 10-K for fiscal 2008.
On February 25, 2009, Registrant filed a Current Report on Form 8-K
reporting on Registrant's acquisition of all of the outstanding common stock in
San Diego Airmotive ("SDA"). Registrant believes that rules require it to have
filed on or about May 11, 2009 an amendment to such Current Report on Form 8-K
to include certain audited financial statements regarding SDA. No such Report
was filed. Registrant expects to begin the process of the audit of the required
audited financial statements in the near future.
(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 [X] No [ ]
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.
With the inclusion of the financial results of San Diego Airmotive in
Registrant's consolidated financial statements for the first quarter of 2009,
Registrant expects its revenues will be approximately $175,000 greater than in
the first quarter of 2008. At this time, Registrant is not in a position to
estimate its profits or losses for the first quarter of 2009 due the change in
management that occurred in the first quarter of 2009.
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: May 15 , 2009 By: /s/ Russell Ivy
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President & CEO
(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)