SECURITIES AND EXCHANGE COMMISSION
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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PANGEA PETROLEUM CORP.
COMMON STOCK
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698410 10 7
(CUSIP NUMBER)
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6776 SW Freeway, Suite 620
Houston, Texas 77074
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OCTOBER 5, 2000
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
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If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(e), (f) or (g), check the following box / /.
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(1) Names of Reporting Persons. S.S. or I.R.S.
Identification Nos. of Above Persons (entities only):
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RANDALL W. MASSEY
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(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
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(3) SEC Use Only
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(4) Source of Funds (See Instructions): PF,SC
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(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization: United States
of America
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Number of Shares Beneficially Owned by Each Reporting Person
With
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(7) Sole Voting Power: 2,490,000
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(8) Shared Voting Power: 0
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(9) Sole Dispositive Power: 2,490,000
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(10) Shared Dispositive Power: 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 2,490,000
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(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
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(13) Percent of Class Represented by Amount in Row (11):
8.5%
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(14) Type of Reporting Person: IN
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ITEM 1. SECURITY AND ISSUER.
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Pangea Petroleum Corporation
Common Stock, $.0001 par value.
6776 SW Freeway, Suite 620
Houston, Texas 77074
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ITEM 2. IDENTITY AND BACKGROUND.
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(a) Name: Randall W. Massey
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(b) Address: 11410 Ella Lee Lane
Houston, Texas 77077
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(c) Officer and Director of Issuer
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(d) None.
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(e) None.
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(f) Citizenship. United States
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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The Reporting Person, Randall W. Massey, acquired the shares
of the Issuer as follows: (1) 2,000,000 shares pursuant to
the terms of the Stock Purchase Agreement and Share Exchange
between Pangea Petroleum Corporation and Mass Energy, Inc.
pursuant to a registration statement on Form S-4
("Registration Statement") under the Securities Act of 1933,
as amended ("Act"); (2) 440,000 shares from the Company as
compensation for the waiver of principal and interest on a
promissory note owed by the Company in the amount of $40,000
from his personal funds pursuant to an exemption from
registration under the Securities Act of 1933, as amended,
as provided by Section 4(2) of the Act; and (3) an option to
purchase 50,000 shares pursuant to a registration statement
on Form S-8 ("Registration Statement") under the Securities
Act of 1933, as amended ("Act") for $50,000. Such amount
was paid from his personal funds.
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ITEM 4. PURPOSE OF TRANSACTION.
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The purpose of the transaction was to acquire Mass Energy,
Inc. whereby Mass Energy became a wholly owned subsidiary of
the Company and Randall W. Massey became Chief Executive
Officer of the Company. This transaction will advance the
interests of the Company by adding valuable oil and natural
gas leases and associated drilling opportunities to its
asset base. Also, the addition of Mr. Massey and the Mass
Energy staff will allow the Company to undertake a much
broader and more extensive energy development program. In
addition, the Company issued S-8 shares to the Reporting
Person as compensation for services rendered to the Company
as an Officer and issued the 4(2) shares to provide funds to
the Company.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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At this time, Randall W. Massey owns a total of 2,490,000 of
the issued and outstanding common shares of the Issuer which
represents approximately 8.5% of the total issued and
outstanding common shares of the Issuer.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
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Attached hereto is a copy of the Stock Purchase Agreement
and Share Exchange between Pangea Petroleum Corporation and
Mass Energy, Inc. In addition, enclosed is a copy of the
Employment Agreement between the Company and the Reporting
Person in which the Reporting Person has options to purchase
additional shares of the Company pursuant to a registration
statement on Form S-8 ("Registration Statement") under the
Securities Act of 1933, as amended ("Act").
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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1. Stock Purchase Agreement and Share Exchange
between Pangea Petroleum Corporation and Mass
Energy, Inc.;
2. Employment Agreement dated October 5, 2000
between Randall W. Massey and Pangea Petroleum
Corporation.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
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Date: October 25, 2000 Signature: /s/Randall W. Massey
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RANDALL W. MASSEY
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