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

                            AMENDMENT NO. 1 TO FORM
                                   FORM 8-K

                                 CURRENT REPORT
       PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of Earliest Event Report): August 14, 2000
                                                          ---------------

                          PANGEA PETROLEUM CORPORATION
                          ----------------------------
             (Exact name of registrant as specified in its charter)

                                    Colorado
                                    --------
            (State or jurisdiction of incorporation or organization)

                                   76-0635938
                                   ----------
                      (I.R.S. Employer Identification No.)

                                    000-29585
                                    ---------
                            (Commission File Number)

                        6776 Southwest Freeway, Suite 620
                              Houston, Texas 77074
                                  832-242-3381
        (Address, including zip code and telephone number, including area
                    code, of registrant's executive offices)

ITEM 1. CHANGES IN CONTROL OF REGISTRANT
        Not applicable.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
        Not applicable.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP
        Not applicable.

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     a)   The previous independent accountant for Pangea Petroleum Corporation
          (the Company) was James J. Taylor, CPA.

          i)   On August 14, 2000, the Company determined to appoint new
               independent accountants, and the Company dismissed James J.
               Taylor, CPA.

          ii)  The reports of James J. Taylor, CPA on the Company's financial
               statements for the years ended December 31, 1999 and 1998
               contained no adverse opinion or disclaimer of opinion and were
               not qualified or modified as to audit scope or accounting
               principles. However, the reports on the financial statements of
               the Company for the years ended December 31, 1999 and 1998 were
               qualified due to an uncertainty concerning the

                                       1


               existence of substantial doubt about the Company's ability to
               continue as a going concern. The accountant's report stated the
               following:

               "The accompanying financial statements have been prepared
               assuming Pangea Petroleum Corporation will continue as a going
               concern. As shown in the financial statements, the Company has a
               deficit accumulated during the development stage of $408,118
               through 1999 and $17,488 through 1998. The Company has operated
               as a development stage enterprise since its inception by devoting
               substantially all of its efforts to financial planning and
               raising capital. These conditions raise substantial doubt about
               the Company's continued existence. The financial statements do
               not include any adjustments that might result from the outcome of
               these uncertainties."

          iii) The Company's board of directors approved the Company's decision
               to dismiss James J. Taylor, CPA as its independent accountant and
               appoint R.E. Bassie & Co., P.C. as its new independent
               accountant.

          iv)  During the years ended December 31, 1999 and 1998, and the
               subsequent periods up to the date of the dismissal of the former
               independent accountant on August 14, 2000, there were no
               disagreements with the former independent accountant on any
               matter of accounting principles or practices, financial statement
               disclosure or auditing scope or procedure.

          v)   The Company has received a letter from James J. Taylor, CPA
               addressed to the SEC stating that it agrees with the above
               statements. A copy of such letter is filed as Exhibit 16.1 to
               this Form 8-K/A.

     b)   New independent accountants

          i)   On August 14, 2000, the Company engaged the accounting firm of R.
               E. Bassie & Co., P.C.

ITEM 5. OTHER EVENTS
        Not applicable.

ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
        Not applicable.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     (a)  Financial Statements of Business Acquired. Not applicable.

     (b)  Pro Forma Financial Information. Not applicable.

     (c)  Exhibits.
          16.1  Letter from James J. Taylor, CPA agreeing with the statements
                contained in this Form 8-K.

ITEM 8. CHANGE IN FISCAL YEAR
        Not applicable.

                                       2


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

/s/ Charles B Pollock
- -----------------------
Charles B. Pollock,
Chief Executive Officer

DATE:    June 11, 2001