U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

(MARK ONE)
          [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    FOR FISCAL YEAR ENDED: SEPTEMBER 30, 2005

                                       OR

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        For the transition period from To


                          Commission file number 0-730

                               Penn-Pacific Corp.
                 (Name of small business issuer in its charter)

           Nevada                                                95-3227748
------------------------------                               -------------------
State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization                                Identification No.)

                3325 Griffin Road, #200, Ft. Lauderdale, FL 33323
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

                                (Former address)

Issuer's telephone number                      (866) 387-6583
                                              ---------------

Indicate by Check Mark Whether the  Registrant is a Shell Company (as Defined by
Rule 12B-2 of the Exchange Act). Yes [X] ; No [ ]

Securities registered under Section 12(b) of the Act: NONE Securities registered
under Section 12(g) of the Act:

                         Common Stock, par value $.00001
                                (Title of class)


<PAGE>



         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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  pursuant to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this form 10-KSB. [X]

         At February 7, 2006 the aggregate  market value of all shares of voting
stock held by non- affiliates was $0. In determining this figure, the Registrant
has assumed that all  directors  and  executive  officers are  affiliates.  Such
assumption shall not be deemed  conclusive for any other purpose.  The number of
shares  outstanding  of each  class  of the  Registrant's  common  stock,  as of
February  7, 2006 was as follows:  Common  Stock  $.00001  par value,  1,168,698
shares.

Total revenues for fiscal year ended September 30, 2005: $0

At  February  7, 2006 the  number of shares  of  common  stock  outstanding  was
1,168,698.


                             DOCUMENTS INCORPORATED BY REFERENCE

         If the following  documents  are  incorporated  by  reference,  briefly
describe them and identify the part of the Form 10-KSB  (e.g.,  Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders;  (2) any proxy or information  statement;  and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"):
NONE

         Transitional Small Business  Disclosure Format (check one): Yes [ ]; NO
[X]



















<PAGE>



                                                 TABLE OF CONTENTS
<TABLE>
<CAPTION>
Item Number and Caption                                                                                         Page

PART I

<S>               <C>                                                                                           <C>
Item 1.           Description of Business.........................................................................4

Item 2.           Description of Property.........................................................................5

Item 3.           Legal Proceedings...............................................................................5

Item 4.           Submission of Matters to a Vote of Security Holders.............................................5

PART II

Item 5.           Market for Common Equity and Related Stockholder Matters........................................6

Item 6.           Management's Discussion and Analysis or Plan of Operations......................................6

Item 7.           Financial Statements............................................................................9

Item 8.           Changes in and Disagreements With Accountants on Accounting and
                  Financial Disclosure............................................................................9

Item 8A.          Controls and Procedures.........................................................................9

Item 8B.          Other Information...............................................................................9

PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act..............................................10

Item 10.          Executive Compensation.........................................................................11

Item 11.          Security Ownership of Certain Beneficial Owners and Management.................................12

Item 12.          Certain Relationships and Related Transactions.................................................13

Item 13.          Exhibits and Reports on Form 8-K...............................................................13

Item 14.          Principal Accountant Fees and Services.........................................................14
</TABLE>




<PAGE>



                                     PART I
                         ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

           The  Company is  currently  in the  process of looking  for  business
opportunities  to acquire or merge with.  In seeking a business  opportunity  to
merge  with  or  acquire,   management  is  reviewing  various  business  plans.
Management has not limited their review of plans or exploration of  acquisitions
to any particular industry or service sector. Though there appears to be a large
number of  companies  seeking  to merge with an  existing  public  company,  the
management has not yet identified a business to complete such a transaction with
and the Company has not entered into any binding  agreements  for an acquisition
or merger.  There is no guarantee that  management will be successful in finding
such an opportunity.

HISTORY

         The Company was incorporated under the laws of the state of Delaware on
May 18,  1971.  From 1979 to 1991 the primary  business of Penn  Pacific and its
subsidiaries  was the  acquisition,  exploration,  development,  production  and
operation of oil and gas properties.  Penn Pacific has been inactive since 1991.
The Company filed a voluntary petition of reorganization under Chapter 11 of the
United  States  Bankruptcy  Code on January 27, 1994.  On January 13, 1997,  the
Company emerged from bankruptcy  pursuant to a final decree of the United States
Bankruptcy  Court for the Northern  District of Oklahoma.  The Company is in the
development stage since January 13, 1997 and has not commenced planned principal
operations.

         The  primary  activity of the Company  has  involved  and will  involve
seeking  merger  or  acquisition  candidates  with whom it can  either  merge or
acquire.  The Company has not selected any company for acquisition or merger and
does not intend to limit  potential  acquisitions  candidates to any  particular
field or  industry,  but does  retain the right to limit  acquisition  or merger
candidates,  if it so chooses, to a particular field or industry.  The Company's
plans are in the conceptual stage only.

         The proposed business activities  described herein classify the Company
as a "blank  check" or "shell  company"  whose  sole  purpose at this time is to
locate  and  consummate  a merger  or  acquisition.  Many  states  have  enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not believe it will
undertake  any  efforts to cause a trading  market to  develop in the  Company's
securities  until such time as the  Company  has  successfully  implemented  its
business plan described  herein.  However,  if the Company intends to facilitate
the eventual creation of a public trading market in its outstanding  securities,
it must consider that the Company's securities, when available for trading, will
be subject to a Securities  and Exchange  Commission  rule that imposes  special
sales practice requirements upon

                                       -4-

<PAGE>



broker-dealers  who sell such  securities  to  persons  other  than  established
customers  or  accredited  investors.  For  purposes  of the  rule,  the  phrase
"accredited  investors"  means,  in general terms,  institutions  with assets in
excess of $5,000,000,  or individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds  $200,000 (or that, when combined with a
spouse's income,  exceeds $300,000).  For transactions  covered by the rule, the
broker-dealer  must make a special  suitability  determination for the purchaser
and receive the purchaser's  written  agreement to the transaction  prior to the
sale.  Consequently,  the rule may affect the ability of broker- dealers to sell
the Company's  securities  and also may affect the ability of purchasers in this
offering to sell their securities in any market that might develop therefore.

COMPETITION

         The Company expects to encounter substantial competition in its efforts
to  locate  attractive   opportunities,   primarily  from  business  development
companies,  venture  capital  partnerships  and  corporations,  venture  capital
affiliates  of  large  industrial  and  financial  companies,  small  investment
companies,   and  wealthy   individuals.   Many  of  these  entities  will  have
significantly greater experience, resources and managerial capabilities than the
Company and will  therefore be in a better  position  than the Company to obtain
access to attractive business opportunities.

EMPLOYEES

         The Company's only employee at the present time is its sole officer and
director,  who will devote as much time as he  determines  is necessary to carry
out the affairs of the Company.

                        ITEM 2. DESCRIPTION OF PROPERTY

         The Company has a working agreement with the Company president to share
use of 600 square feet of office  space,  telephones  and  secretarial  services
supplied on a gratis basis.

                           ITEM 3. LEGAL PROCEEDINGS

         No material legal proceedings to which the Company (or its director and
officer in his capacity as such) is party or to which property of the Company is
subject is pending and no such material proceeding is known by management of the
Company to be contemplated.

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

         None.

                                       -5-

<PAGE>



PART II


                      ITEM 5. MARKET FOR COMMON EQUITY AND
                          RELATED STOCKHOLDER MATTERS


MARKET INFORMATION

         The quotations  provided reflect  inter-dealer  prices,  without retail
mark-up, mark-down or commission and may not represent actual transactions.

          2005                              HIGH BID          LOW BID
                                            (To the best knowledge of
                                            management, there was no
                                            trading of shares for fiscal
                                            2005 and 2004)


         The number of shareholders  of record of the Company's  common stock as
of February 7, 2006 was approximately 6,473.

         The  Company  has not  paid  any  cash  dividends  to date and does not
anticipate  paying  dividends  in the  foreseeable  future.  It is  the  present
intention of management to utilize all available  funds for the  development  of
the Company's business.

Recent Sales of Unregistered Securities.  None

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

PLAN OF OPERATIONS - The following discussion should be read in conjunction with
the Financial Statements and notes thereto.

         The Company  intends to seek,  investigate  and, if such  investigation
warrants, acquire an interest in one or more business opportunities presented to
it by persons or firms who or which  desire to seek  perceived  advantages  of a
publicly  held  corporation.  At this time,  the Company has no plan,  proposal,
agreement,  understanding  or  arrangement to acquire or merge with any specific
business or company, and the Company has not identified any specific business or
company  for  investigation  and  evaluation.  No  person  has had any  material
discussions  with any other  company  with  respect to any  acquisition  of that
company.

                                       -6-

<PAGE>



         The Company  will not  restrict  its search to any  specific  business,
industry or geographical location, and the Company may participate in a business
venture of virtually any kind or nature. The discussion of the proposed business
under this caption and throughout is purposefully general and is not meant to be
restrictive of the Company's  virtually  unlimited  discretion to search for and
enter into potential business opportunities.

         The  Company  may obtain  funds in one or more  private  placements  to
finance the operation of any acquired business, if necessary. Persons purchasing
securities in these placements and other  shareholders  will likely not have the
opportunity  to  participate in the decision  relating to any  acquisition.  The
Company's  proposed business is sometimes  referred to as a "blind pool" because
any investors will entrust their investment  monies to the Company's  management
before they have a chance to analyze any  ultimate  use to which their money may
be put.  Consequently,  the Company's  potential success is heavily dependent on
the Company's management,  which will have unlimited discretion in searching for
and entering into a business  opportunity.  The sole officer and director of the
Company  likely has had no experience  in any proposed  business of the Company.
There can be no  assurance  that the Company  will be able to raise any funds in
private placement.

RESULTS OF OPERATIONS - The Company filed a voluntary petition of reorganization
under  Chapter 11 of the United States  Bankruptcy  Code on January 27, 1994. On
January 13, 1997, the Company emerged from bankruptcy pursuant to a final decree
of the United  States  Bankruptcy  Court for the Northern  District of Oklahoma.
During the period from January 13, 1997 through  September 30, 2002, the Company
has engaged in no significant  operations other than  organizational  activities
and preparation for registration of its securities under the Securities Exchange
Act of 1934. No revenues were received by the Company during this period.

         For the current fiscal year, the Company  anticipates  incurring a loss
as a result of organizational  expenses,  expenses  associated with registration
under the Securities Exchange Act of 1934, and expenses associated with locating
and evaluating  acquisition  candidates.  The Company  anticipates  that until a
business  combination is completed with an  acquisition  candidate,  it will not
generate  revenues other than interest income,  and may continue to operate at a
loss after completing a business combination,  depending upon the performance of
the acquired business.

LIQUIDITY AND FINANCIAL RESOURCES

         The Company remains in the development stage and, since inception,  has
experienced  no  significant   change  in  liquidity  or  capital  resources  or
stockholder's  equity.  The  Company's  balance  sheet as of September 30, 2005,
reflects a current asset value of $0, and a total asset value of $0.

         The Company will carry out its plan of business as discussed above. The
Company cannot  predict to what extent its liquidity and capital  resources will
be diminished prior to the consummation of a business combination or whether its
capital  will be  further  depleted  by the  operating  losses  (if  any) of the
business entity which the Company may eventually acquire.


                                       -7-

<PAGE>



NEED FOR ADDITIONAL FINANCING

         The Company  believes  that its existing  capital will be sufficient to
meet the  Company's  cash  needs,  including  the costs of  compliance  with the
continuing  reporting  requirements  of the Securities  Exchange Act of 1934, as
amended, for a period of approximately two years. Accordingly,  in the event the
Company is able to  complete a  business  combination  during  this  period,  it
anticipates  that  its  existing  capital  will be  sufficient  to  allow  it to
accomplish the goal of completing a business combination. There is no assurance,
however,  that the available funds will ultimately prove to be adequate to allow
it to  complete  a business  combination,  and once a  business  combination  is
completed,  the Company's needs for additional  financing are likely to increase
substantially.

FEDERAL INCOME TAX ASPECTS OF INVESTMENT IN THE COMPANY

         The discussion contained herein has been prepared by the Company and is
based on existing law as contained in the Code,  amended United States  Treasury
Regulations ("Treasury Regulations"), administrative rulings and court decisions
as of the date of this  Annual  Report.  No  assurance  can be given that future
legislative  enactments,  administrative  rulings  or court  decisions  will not
modify the legal basis for  statements  contained in this  discussion.  Any such
development may be applied retroactively to transactions  completed prior to the
date thereof,  and could contain  provisions  having an adverse  affect upon the
Company and the holders of the Common Stock. In addition,  several of the issues
dealt with in this summary are the subjects of proposed and  temporary  Treasury
Regulations.  No assurance can be given that these  regulations  will be finally
adopted in their present form.

FORWARD LOOKING STATEMENT

         This  Management's  Discussion and Analysis of Financial  Condition and
Results of  Operations  includes  a number of  forward-looking  statements  that
reflect  Management's  current views with respect to future events and financial
performance. Those statements include statements regarding the intent, belief or
current  expectations  of the Company and members of its management team as well
as the assumptions on which such statements are based. Prospective investors are
cautioned that any such forward-looking  statements are not guarantees of future
performance  and involve  risk and  uncertainties,  and that actual  results may
differ materially from those  contemplated by such  forward-looking  statements.
Readers are urged to carefully review and consider the various  disclosures made
by the Company in this report and in the Company's  other reports filed with the
Securities  and  Exchange  Commission.  Important  factors  currently  known  to
Management  could  cause  actual  results  to differ  materially  from  those in
forward-looking  statements.  The Company  undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions, the occurrence
of unanticipated  events or changes in the future  operating  results over time.
The Company believes that its assumptions are based upon reasonable data derived
from and known about its business and operations and the business and operations
of the Company.  No assurances are made that actual results of operations or the
results of the Company's future  activities will not differ  materially from its
assumptions.

                                       -8-

<PAGE>



                          ITEM 7. FINANCIAL STATEMENTS

         The  financial  statements  of the Company and  supplementary  data are
included beginning immediately preceeding the signature page to this report. See
Item 13 for a list of the financial statements and financial statement schedules
included.


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


         There are not and have not been any  disagreements  between the Company
and its  accountants  on any  matter  of  accounting  principles,  practices  or
financial statements disclosure.


                        ITEM 8A. CONTROLS AND PROCEDURES


         We have established  disclosure  controls and procedures to ensure that
material  information  relating  to  the  Company,  including  its  consolidated
subsidiaries,  is made known to the officers who certify the Company's financial
reports and to other members of senior management and the Board of Directors.

         Based on their evaluation,  as of the end of the period covered by this
Annual  Report on Form 10-KSB,  the  principal  executive  officer and principal
financial officer of Penn-Pacific  Corp. have concluded that Penn-Pacific  Corp.
disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the  Securities  Exchange Act of 1934) are  effective in ensuring that the
information  required to be disclosed by the Company in reports that it files or
submits  under  the  Securities  Exchange  Act of 1934 is  recorded,  processed,
summarized and reported within the time periods specified in the SEC's rules and
forms.

         There  were no  significant  changes  in  Penn-Pacific  Corp.  internal
control over financial reporting during the Company's fourth fiscal quarter that
has  materially  affected,  or is reasonably  likely to materially  affect,  the
Company's internal control over financial reporting

                           ITEM 8B. OTHER INFORMATION


         None.

PART III

                                       -9-

<PAGE>




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


EXECUTIVE OFFICERS AND DIRECTORS

The members of the Board of Directors of the Company serve until the next annual
meeting of  stockholders,  or until  their  successors  have been  elected.  The
officers  serve at the pleasure of the Board of Directors.  The following  table
sets forth the name, age, and position of each executive officer and director of
the Company:

<TABLE>
<CAPTION>
DIRECTOR'S   NAME                 AGE                    OFFICE                            TERM EXPIRES
<S>                               <C>            <C>                                    <C>
Rose Fischer                      46             President and Director                 next annual meeting
</TABLE>


         Rose  Fischer,   President/Director,   with  an  associate   degree  in
accounting,  has been Director and  Operations  Facilitator  for Optimum  Source
International, Ltd. ("OSI") for the past five years, which includes finalization
and  implementation  of all  electronic  commerce.  Prior to OSI, Ms.  Fischer's
experience was as a financial consultant with a privately held firm since 1985.

CONFLICTS OF INTEREST

         Certain  conflicts of interest  existed at  September  30, 2005 and may
continue to exist  between the Company and its sole  officer and director due to
the fact that he has other  business  interests  to which he devotes his primary
attention.  Each officer and director may continue to do so notwithstanding  the
fact that management time should be devoted to the business of the Company.

         Certain  conflicts  of interest  may exist  between the Company and its
management,  and  conflicts  may  develop in the  future.  The  Company  has not
established  policies or procedures  for the  resolution of current or potential
conflicts of  interests  between the  Company,  its  officers  and  directors or
affiliated entities.  There can be no assurance that management will resolve all
conflicts  of interest in favor of the  Company,  and failure by  management  to
conduct the  Company's  business in the  Company's  best  interest may result in
liability to the  management.  The officers and directors are accountable to the
Company as  fiduciaries,  which means that they are  required  to exercise  good
faith and integrity in handling the Company's affairs.  Shareholders who believe
that the  Company  has been  harmed by  failure of an  officer  or  director  to
appropriately  resolve any conflict of interest may,  subject to applicable rule
of  civil  procedure,  be able to bring a class  action  or  derivative  suit to
enforce their rights and the Company's rights.


                                      -10-

<PAGE>



COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Based solely upon a review of forms 3, 4, and 5 and amendments thereto,
furnished to the Company during or respecting its last fiscal year, no director,
officer,  beneficial owner of more than 10% of any class of equity securities of
the  Company  or any other  person  known to be  subject  to  Section  16 of the
Exchange  Act of 1934,  as  amended,  failed to file on a timely  basis  reports
required by Section 16(a) of the Exchange Act for the last fiscal year.

AUDIT COMMITTEE FINANCIAL EXPERT

         The  Company's  board of  directors  does not have an "audit  committee
financial   expert,"  within  the  meaning  of  such  phrase  under   applicable
regulations  of the  Securities  and Exchange  Commission,  serving on its audit
committee.  The  board of  directors  believes  that all  members  of its  audit
committee are financially literate and experienced in business matters, and that
one or more  members of the audit  committee  are  capable of (i)  understanding
generally accepted accounting principles ("GAAP") and financial statements, (ii)
assessing the general  application  of GAAP  principles  in connection  with our
accounting for estimates,  accruals and reserves, (iii) analyzing and evaluating
our  financial   statements,   (iv)  understanding  our  internal  controls  and
procedures  for  financial  reporting;  and (v)  understanding  audit  committee
functions,  all of which are attributes of an audit committee  financial expert.
However,  the board of directors  believes that there is not any audit committee
members who has obtained these  attributes  through the experience  specified in
the SEC's definition of "audit committee  financial expert." Further,  like many
small  companies,  it is  difficult  for the Company to attract and retain board
members who qualify as "audit committee financial experts, " and competition for
these  individuals  is  significant.  The board  believes that its current audit
committee is able to fulfill its role under SEC regulations despite not having a
designated "audit committee financial expert."

                        ITEM 10. EXECUTIVE COMPENSATION

         None of the  executive  officer's  annual  salary  and  bonus  exceeded
$60,000 during any of the Company's last two fiscal years.

         There are  currently no  agreements  with members of  management  as to
employment or compensation.

         There is currently no compensation paid to non-employment directors.

                ITEM 11. SECURITY OWNERSHIP OF BENEFICIAL OWNERS
                                 AND MANAGEMENT


PRINCIPAL SHAREHOLDERS

                                      -11-

<PAGE>



         The table  below sets forth  information  as to each  person  owning of
record or who was known by the Company to own  beneficially  more than 5% of the
1,168,698 shares of issued and outstanding  Common Stock,  including  options to
acquire stock of the Company as of September 30, 2005 and  information as to the
ownership of the Company's Stock by each of its directors and executive officers
and by the  directors  and  executive  officers as a group.  Except as otherwise
indicated,  all shares are owned  directly,  and the persons  named in the table
have  sole  voting  and  investment  power  with  respect  to  shares  shown  as
beneficially owned by them.

                                                     # OF
NAME AND ADDRESS             NATURE OF              SHARES
OF BENEFICIAL OWNERS         OWNERSHIP              OWNED         PERCENT
DIRECTORS
--------------------------------------------------------------------------------
PRINCIPAL SHAREHOLDERS


John Allison                 Common                 71,500          6.12
Alpha Beta LLC               Common                 90,945          7.78
Celex-Nevada                 Common                 97,750          8.36
Wayne H. Creasy              Common                 66,063          5.65
Cede & Co.                   Common                179,085         15.32
Optima International         Common                205,305         17.58
George White                 Common                 70,500          6.03


ALL EXECUTIVE OFFICERS AND DIRECTORS AS A GROUP(1 PERSON)

                             DIRECT                 11,860         1.015%
                             OPTIONS                  NONE           NONE
                             TOTAL                  11,860         1.015%






                                      -12-

<PAGE>



            ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


         As of September  30, 2005 and 2004 all  activities  of the Company have
been  conducted  by  corporate  officers  from  either  their  homes or business
offices.  Currently,  there are no outstanding debts owed by the company for the
use of these  facilities  and there are no  commitments  for  future  use of the
facilities.

                   ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K


         (a) The following documents are filed as part of this report.

1.
2.       FINANCIAL STATEMENTS                                           PAGE

Robison, Hill & Co.'s Independent Auditor's Report                     F - 1

Balance Sheets
  September 30, 2005 and 2004                                          F - 2

Statements of Operations for the
  Years Ended September 30, 2005 and 2004                              F - 3

Statement of Stockholders' Equity
 Since January 13, 1997 (inception) to September 30, 2005              F - 4

Statements of Cash Flows for the
  Years Ended September 30, 2005 and 2004                              F - 5

Notes to Financial Statements                                          F - 6

3.       FINANCIAL STATEMENT SCHEDULES

         The following  financial statement schedules required by Regulation S-X
are included herein.

         All  schedules  are  omitted  because  they are not  applicable  or the
required information is shown in the financial statements or notes thereto.

4.       (A) EXHIBITS


                                      -13-

<PAGE>



         The  following  documents  are filed  herewith or have been included as
exhibits to previous filings with the Commission and are incorporated  herein by
this reference:

         Exhibit No.       Exhibit

         3        Articles of Incorporation (1)

         3.2      Bylaws (1)

         3.1      Amended Articles of Incorporation (1)

         31       Certification  of Principal  Executive  Officer and  Principal
                  Financial Officer Pursuant to 18 U.S.C Section 1350 as Adopted
                  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

         32       Certification  of Principal  Financial  Officer and  Principal
                  Financial Officer Pursuant to 18 U.S.C Section 1350 as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)      Reports  on Form 8-K.  No  reports  on Form 8-K were  filed  during the
         period covered by this Form 10-KSB.

(1)      Incorporated herein by reference.


                ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

         The following is a summary of the fees billed to us by Robison,  Hill &
Company for  professional  services  rendered for the years ended  September 30,
2005 and 2004:


      Service                       2005                      2004
---------------------     ----------------------     ---------------------
Audit Fees                $               10,365     $                   -
Audit-Related Fees                             -                         -
Tax Fees                                       -                         -
All Other Fees                                 -                         -
                          ----------------------     ---------------------
Total                     $               10,365     $                   -
                          ======================     =====================



AUDIT FEES - Consists of fees billed for professional  services rendered for the
audits of our financial statements,  reviews of our interim financial statements
included in quarterly  reports,  services  performed in connection  with filings
with the Securities & Exchange Commission and related comfort

                                      -14-

<PAGE>



letters and other services that are normally provided by Robison, Hill & Company
in connection with statutory and regulatory filings or engagements.

TAX FEES - Consists of fees billed for professional services for tax compliance,
tax  advice  and tax  planning.  These  services  include  assistance  regarding
federal,  state and local tax compliance  and  consultation  in connection  with
various transactions and acquisitions.

Audit  Committee  Pre-Approval of Audit and  Permissible  Non-Audit  Services of
Independent Auditors

         The Audit Committee, is to pre-approve all audit and non-audit services
provided by the independent auditors. These services may include audit services,
audit  related  services,  tax services and other  services as allowed by law or
regulation.  Pre-approval  is  generally  provided  for up to one  year  and any
pre-approval  is detailed as to the  particular  service or category of services
and is generally  subject to a specifically  approved  amount.  The  independent
auditors  and  management  are  required  to  periodically  report  to the Audit
Committee regarding the extent of services provided by the independent  auditors
in accordance  with this  pre-approval  and the fees incurred to date. The Audit
Committee may also pre-approve particular services on a case-by-case basis.






<PAGE>











                               PENN-PACIFIC CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                           SEPTEMBER 30, 2005 AND 2004






<PAGE>






                                    CONTENTS


                                                                         Page

Independent Auditor's Report..............................................F - 1

Balance Sheets
  September 30, 2005 and 2004.............................................F - 2

Statements of Operations for the
  Years Ended September 30, 2005 and 2004.................................F - 3

Statement of Stockholders' Equity
 Since January 13, 1997 (inception) to September 30, 2005.................F - 4

Statements of Cash Flows for the
  Years Ended September 30, 2005 and 2004.................................F - 5

Notes to Financial Statements.............................................F - 6



<PAGE>



                          INDEPENDENT AUDITOR'S REPORT


Penn-Pacific Corp.
(A Development Stage Company)


         We have audited the accompanying  balance sheets of Penn-Pacific  Corp.
(a development stage company) as of September 30, 2005 and 2004, and the related
statements of operations,  and cash flows for the two years ended  September 30,
2005, and the statement of stockholders' equity from January 13, 1997 (inception
of the development stage) to September 30, 2005. These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

         We conducted our audits in accordance  with the standards of the Public
Company Accounting Oversight Board (United States). 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  financial  statements  referred to above  present
fairly, in all material  respects,  the financial position of Penn-Pacific Corp.
(a development stage company) as of September 30, 2005 and 2004, and the results
of its operations and its cash flows for the two years ended  September 30, 2005
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 1 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 1. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.


                                         Respectfully submitted


                                         /s/ Robison, Hill & Co.
                                         Certified Public Accountants

Salt Lake City, Utah
February 7, 2006

                                      F - 1

<PAGE>



                               PENN-PACIFIC CORP.
                          (A Development Stage Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                         September 30,
                                                                                    2005                2004
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
Assets:                                                                      $                -  $                -
                                                                             ==================  ==================

Liabilities:
   Accounts Payable                                                                      12,525                   -
   Advances from shareholder                                                             33,048              33,048
                                                                             ------------------  ------------------

     Total Liabilities                                                                   45,573              33,048
                                                                             ------------------  ------------------

Stockholders' Equity:
  Preferred Stock, Par value $.0001
     Series A, Authorized 10,000,000 shares, None issued                                      -                   -
     Series B, authorized 9,990,000 shares, None issued                                       -                   -
     Series C, Authorized 10,000 shares, None issued                                          -                   -
  Common Stock, Par value $.00001
    Authorized 500,000,000 shares,
    Issued 1,168,698 Shares at September 30, 2005 and 2004                                   12                  12
  Paid-In Capital                                                                    35,811,071          35,811,071
  Retained Deficit                                                                  (35,735,362)        (35,735,362)
  Deficit Accumulated During the
    Development Stage                                                                  (121,294)           (108,769)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                         (45,573)            (33,048)
                                                                             ------------------  ------------------

     Total Liabilities and
       Stockholders' Equity                                                  $                -  $                -
                                                                             ==================  ==================
</TABLE>









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

                                      F - 2

<PAGE>



                               PENN-PACIFIC CORP.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                   Cumulative
                                                                                      since
                                                                                   January 13,
                                                                                      1997
                                                 For the year ended               inception of
                                                    September 30,                  development
                                        -------------------------------------
                                               2005               2004                stage
                                        ------------------  -----------------   -----------------
<S>                                     <C>                 <C>                 <C>
Revenues:                               $                -  $               -   $               -

Expenses:                                           12,525              1,972             121,294
                                        ------------------  -----------------   -----------------

     Net Loss                           $          (12,525) $          (1,972)  $        (121,294)
                                        ==================  =================   =================

Basic & Diluted loss per share          $                -  $               -
                                        ==================  =================
</TABLE>






















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

                                      F - 3

<PAGE>



                               PENN-PACIFIC CORP.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
           SINCE JANUARY 13, 1997 (INCEPTION OF DEVELOPMENT STAGE) TO
                               SEPTEMBER 30, 2005

<TABLE>
<CAPTION>
                                                                                                              Deficit
                                                                                                            Accumulated
                                                                                                               Since
                                                                                                            January 13,
                                                                                                                1997
                                                                                                            inception of
                                                 Common Stock             Paid-In           Retained        Development
                                             Shares       Par Value       Capital           Deficit            Stage
                                          -------------  ------------ ---------------- ------------------ ----------------
<S>                                       <C>            <C>          <C>              <C>                <C>
Balance at October 1, 1996                      951,533  $         10 $     35,789,356 $      (35,735,362)$               -
Net Loss                                              -             -                -                  -          (61,855)
                                          -------------  ------------ ---------------- ------------------ ----------------
Balance at September 30, 1997                   951,533            10       35,789,356        (35,735,362)         (61,855)
November 4, 1997 Issuance of
Stock for Services and payment
 of Accounts Payable                                  -             -                -                  -                -
Net Loss                                              -             -                -                  -          (15,431)
                                          -------------  ------------ ---------------- ------------------ ----------------
Balance at September 30, 1998                   951,533            10       35,789,356        (35,735,362)         (77,286)
Capital contributed by shareholder                    -             -                                   -                -
Net Loss                                              -             -                -                  -          (12,804)
                                          -------------  ------------ ---------------- ------------------ ----------------
Balance at September 30, 1999                   951,533            10       35,789,356        (35,735,362)         (90,090)
Stock Issued for services                       205,305             2           20,529
Stock Issued for expenses                        11,860             -            1,186                  -                -
Net Loss                                              -             -                0                  -          (10,457)
                                          -------------  ------------ ---------------- ------------------ ----------------
Balance at September 30, 2000                 1,168,698            12       35,811,071        (35,735,362)        (100,547)
Net Loss                                              -             -                -                  -           (5,300)
                                          -------------  ------------ ---------------- ------------------ ----------------
Balance at September 30, 2001                 1,168,698            12       35,811,071        (35,735,362)        (105,847)
Net Loss                                              -             -                -                  -             (950)
                                          -------------  ------------ ---------------- ------------------ ----------------
Balance at September 30, 2002                 1,168,698            12       35,811,071        (35,735,362)        (106,797)
Net Loss                                              -             -                -                  -                -
                                          -------------  ------------ ---------------- ------------------ ----------------
Balance at September 30, 2003                 1,168,698            12       35,811,071        (35,735,362)        (106,797)
Net Loss                                              -             -                -                  -           (1,972)
                                          -------------  ------------ ---------------- ------------------ ----------------
Balance at September 30, 2004                 1,168,698            12       35,811,071        (35,735,362)        (108,769)
Net Loss                                              -             -                -                  -          (12,525)
                                          -------------  ------------ ---------------- ------------------ ----------------
Balance at September 30, 2005                 1,168,698  $         12 $     35,811,071 $      (35,735,362)$       (121,294)
                                          =============  ============ ================ ================== ================
</TABLE>



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

                                      F - 4

<PAGE>



                               PENN-PACIFIC CORP.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                     Cumulative
                                                                                                   since January
                                                                                                      13, 1997
                                                                   For the year ended               Inception of
                                                                      September 30,                 Development
                                                          -------------------------------------
                                                                2004                2004               Stage
                                                          -----------------  ------------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                       <C>                <C>                 <C>
Net Loss                                                  $         (12,525) $           (1,972) $         (121,294)
Increase (Decrease) in Accounts Payable                              12,525             (31,076)            (31,164)
Increase (Decrease) in Advances
  from shareholder                                                        -              33,048              33,048
Increase (Decrease) in Accrued Expenses                                   -                   -              97,693
                                                          -----------------  ------------------  ------------------
  Net Cash Used in operating activities                                   -                   -             (21,717)
                                                          -----------------  ------------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by investing activities                                 -                   -                   -
                                                          -----------------  ------------------  ------------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Common Stock issued for expenses                                          -                   -              21,717
                                                          -----------------  ------------------  ------------------
Net Cash Provided by
  Financing Activities                                                    -                   -              21,717
                                                          -----------------  ------------------  ------------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                               -                   -                   -
Cash and Cash Equivalents
  at Beginning of Period                                                  -                   -                   -
                                                          -----------------  ------------------  ------------------
Cash and Cash Equivalents
  at End of Period                                        $               -  $                -  $                -
                                                          =================  ==================  ==================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
  Interest                                                $               -  $                -  $                -
  Franchise and income taxes                              $               -  $                -  $                -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING
ACTIVITIES: None
</TABLE>

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

                                      F - 5

<PAGE>



                               PENN -PACIFIC CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2005 and 2004

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN

         The accompanying  financial  statements have been prepared on the basis
of accounting principles applicable to a "going concern",  which assume that the
Company  will  continue in  operation  for at least one year and will be able to
realize  its assets  and  discharge  its  liabilities  in the  normal  course of
operations.

         Several conditions and events cast doubt about the Company's ability to
continue  as  a  "going  concern."  The  Company  has  incurred  net  losses  of
approximately  $12,525 and $1,972 for the year ended September 30, 2005 and 2004
respectively,  has a liquidity  problem,  and requires  additional  financing in
order to finance its business  activities  on an ongoing  basis.  The Company is
actively  pursuing  alternative  financing and has had discussions  with various
third parties,  although no firm commitments  have been obtained.  The Company's
future capital  requirements will depend on numerous factors including,  but not
limited to, continued  progress in finding a merger candidate and the pursuit of
business opportunities.

         These  financial  statements do not reflect  adjustments  that would be
necessary  if the Company  were unable to continue as a "going  concern".  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the "going
concern" assumption used in preparing these financial  statements,  there can be
no assurance that these actions will be  successful.  If the Company were unable
to  continue  as a  "going  concern,"  then  substantial  adjustments  would  be
necessary  to the  carrying  values  of  assets,  the  reported  amounts  of its
liabilities,   the  reported  revenues  and  expenses,  and  the  balance  sheet
classifications used.

Organization and Basis of Presentation

         The Company was incorporated under the laws of the state of Delaware on
May  18,  1971.  On  April  8,  2005 a  Plan  and  Articles  of  Merger  between
Penn-Pacific Corp.  (Delaware) and Penn- Pacific Corp. (Nevada) was filed in the
State of Nevada whereby the Company was redomiciled in the State of Nevada. From
1979 to 1991 the primary  business of Penn Pacific and its  subsidiaries was the
acquisition,  exploration,  development, production and operation of oil and gas
properties.  Penn  Pacific has been  inactive  since 1991.  The Company  filed a
voluntary  petition  of  reorganization  under  Chapter 11 of the United  States
Bankruptcy  Code on January 27, 1994. On January 13, 1997,  the Company  emerged
from bankruptcy pursuant to a final decree of the United States Bankruptcy Court
for the Northern  District of Oklahoma.  The Company is in the development stage
since January 13, 1997 and has not commenced planned principal operations.



                                      F - 6

<PAGE>



                               PENN -PACIFIC CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2005 and 2004
                                   (Continued)

NOTE 1 - NATURE OF OPERATIONS AND GOING CONCERN (continued)

Nature of Business

         The Company has no products or services as of September  30, 2005.  The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES

         This  summary  of  accounting   policies  for  Penn-Pacific   Corp.  (a
development stage company) is presented to assist in understanding the Company's
financial  statements.  The accounting  policies  conform to generally  accepted
accounting  principles and have been consistently  applied in the preparation of
the financial statements.

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign hedging arrangements.






                                      F - 7

<PAGE>



                               PENN -PACIFIC CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2005 and 2004
                                   (Continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)

Loss per Share

         The  reconciliations  of the numerators and  denominators  of the basic
loss per share computations are as follows:

<TABLE>
<CAPTION>
                                                              Income              Shares             Per-Share
                                                           (Numerator)         (Denominator)          Amount
                                                           -----------         -------------          ------

                                                                   For the year ended September 30, 2004
BASIC LOSS PER SHARE
<S>                                                     <C>                           <C>        <C>
Loss to common shareholders                             $          (12,525)           1,168,698  $           (0.01)
                                                        ==================  ===================  ==================

                                                                   For the year ended September 30, 2004
BASIC LOSS PER SHARE
Loss to common shareholders                             $           (1,972)           1,168,698  $                -
                                                        ==================  ===================  ==================
</TABLE>

         The  effect  of   outstanding   common  stock   equivalents   would  be
anti-dilutive for September 30, 2005 and 2004 and are thus not considered. There
are no common stock equivalents outstanding at September 30, 2005 and 2004.

NOTE 3 - INCOME TAXES

         As of  September  30,  2005,  the  Company  had a  net  operating  loss
carryforward for income tax reporting  purposes of  approximately  $121,000 that
may be offset against future taxable income through 2025. Current tax laws limit
the amount of loss  available to be offset  against future taxable income when a
substantial  change in  ownership  occurs.  Therefore,  the amount  available to
offset future taxable income may be limited. No tax benefit has been reported in
the financial statements, because the Company believes there is a 50% or greater
chance the  carryforwards  will expire  unused.  Accordingly,  the potential tax
benefits of the loss  carryforwards  are offset by a valuation  allowance of the
same amount.

NOTE 4 - DEVELOPMENT STAGE COMPANY

         The Company has not begun principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  The  Company's  financial  statements  are  prepared  using
generally  accepted  accounting  principles  applicable to a going concern which
contemplates  the  realization  of assets and  liquidation of liabilities in the
normal

                                      F - 8

<PAGE>


                               PENN -PACIFIC CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED SEPTEMBER 30, 2005 and 2004
                                   (Continued)

NOTE 4 - DEVELOPMENT STAGE COMPANY (continued)

course of business. However, the Company does not have significant cash or other
material assets, nor does it have an established  source of revenues  sufficient
to cover its operating costs and to allow it to continue as a going concern.  In
the interim,  shareholders  of the Company have committed to meeting its minimal
operating expenses.

NOTE 5 - COMMITMENTS

         As of  September  30,  2005 all  activities  of the  Company  have been
conducted by  corporate  officers  from either their homes or business  offices.
Currently,  there are no  outstanding  debts owed by the  company for the use of
these facilities and there are no commitments for future use of the facilities.

NOTE 6 - CHANGES IN COMMON AND PREFERRED STOCK

         On April 8, 2005 a Plan and  Articles  of Merger  between  Penn-Pacific
Corp.  (Delaware)  and  Penn-Pacific  Corp.  (Nevada)  was filed in the State of
Nevada whereby the Company was  redomiciled  in the State of Nevada.  As part of
the merger,  the Company  changed the  authorized  stock to  500,000,000  Common
shares, par value $.00001 and 20,000,000 Preferred shares, par value $.0001. The
common  and the  preferred  stock  are  entitled  to all  the  same  rights  and
privileges  except for the voting  restrictions  for Series C  Preferred  shares
which are entitled to 50% of the  stockholders'  voting  rights.  Changes in par
value have been retroactively restated.

                                      F - 9

<PAGE>



<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended,  the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.

                                                      PENN-PACIFIC CORP.
Dated: February 7, 2006
                                                     By  /S/     Rose Fischer
                                                     ---------------------------
                                                     Rose Fischer
                                                     President

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 7th day of February 2006.

Signatures & Title

/S/     Rose Fischer
--------------------
Rose Fischer
President, Director
(Principal Executive Officer)

                                      -15-