U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K





(Mark
One)





|X|
ANNUAL REPORT UNDER SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended September 30, 2008





|_|
TRANSITION REPORT UNDER SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from ______________ to ______________





Commission
File Number 000-00730


_______________________________________________





Penn-Pacific
Corp.


(Exact
name of registrant as specified in its charter)


______________________________________________





Nevada
                
                95-3227748(State
      or other jurisdiction of
                
                (I.R.S.
      Employerincorporation
      or organization)
                
                Identification
      No.)3325
      Griffin Road, #200Ft.
      Lauderdale, FL
                
                33323(Address
      of principal executive offices)
                
                (zip
      code)





Registrant's
      telephone number, including area code:
              (866)
      387-6583





_____________________________________________





Securities
registered under Section 12(b) of the Exchange Act:





None.





Securities
registered under Section 12(g) of the Exchange Act:





Common Stock, $.00001 par
value per share


(Title of
Class)


1





Indicate
by check mark if the registration is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [ ] No [X]




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes [ ] No [X]




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 [ ]




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405) is not contained herein, and will not 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-K or any
amendment to this Form 10-K.  [  ]




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the
Exchange ct.  (Check one):





Large
      accelerated filer [  ]
            Accelerated
      filer [  ]Non-accelerated
      filer [  ]
            Smaller
      reporting company [ X ](Do
      not check if a smaller reporting company)




Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Act).


Yes [ X
]   No [  ]




The
Company has no non-voting common stock.  The aggregate market value of
the Company's voting common stock held by non-affiliates as of September 30,
2008 could not be determined because there have been no recent sales of such
stock and there is no established public trading market.




As of
September 30, 2008 2,168,698 shares of the Company's $.00001 par value common
stock were issued and outstanding.




DOCUMENTS
INCORPORATED BY REFERENCE:




None




FORWARD-LOOKING
STATEMENTS




Certain
statements made in this Annual Report on Form 10-K are "forward-looking
statements" (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of Penn-Pacific Corp.
(the "Company") to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. The
forward-looking statements included herein are based on current expectations
that involve numerous risks and uncertainties. The Company's plans and
objectives are based, in part, on assumptions involving the continued expansion
of business. Assumptions relating to the foregoing involve judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.


2


TABLE
OF CONTENTS





PagePART
      IItem
      1.
              Business
              4Item
      1A.
              Risk
      Factors
              6Item
      2.
              Properties
              9Item
      3.
              Legal
      Proceedings
              9Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              9PART
      IIItem
      5.
              Market
      for Registrant’s Related Stockholder Matters and Small Business Issuer
      Purchases of Equity Securities
              10Item
      6.
              Selected
      Financial Data
              10Item
      7.
              Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
              10Item
      7A.
              Quantitive
      and Qualitative Disclosures About Market Risk
              13Item
      8.
              Financial
      Statements and Supplementary Data
              13Item
      9.
              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
              13Item
      9A(T).
              Controls
      and Procedures
              13Item
      9B.
              Other
      Information
              13Item
      10.
              Directors,
      Executive Officers and Corporate Governance
              14PART
      IIIItem
      11.
              Executive
      Compensation
              15Item
      12.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              15Item
      13.
              Certain
      Relationships and Related Transactions, and Director
      Independence
              15Item
      14.
              Principal
      Accountant Fees and Services
              16





3


PART I




Item
      1.
            Business.




THE
COMPANY





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
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 to sell their securities in any market that
might develop therefore.





OPERATING
LOSSES





The
Company has incurred net losses from operations of approximately $1,626 and
$20,275 for the years ended September 30, 2008 and 2007,
respectively.  Such operating losses reflect developmental and other
administrative costs for 2008 and 2007.  The Company expects to incur
losses in the near future until profitability is achieved.  The
Company’s operations are subject to numerous risks associated with establishing
any new business, including unforeseen expenses, delays and
complications.  There can be no assurance that the Company will
achieve or sustain profitable operations or that it will be able to remain in
business.


4


FUTURE
CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING





Revenues
are not yet sufficient to support the Company’s operating expenses and are not
expected to reach such levels until it has completed an
acquisition.  Since the Company’s formation, it has funded its
operations and capital expenditures primarily through private placements of debt
and equity securities.  The Company expects that it will be required
to seek additional financing in the future.  There can be no assurance
that such financing will be available at all or available on terms acceptable to
the Company.





GOVERNMENT
REGULATION





The
Company is subject to all pertinent Federal, State, and Local laws governing its
business.  The Company is subject to licensing and regulation by a
number of authorities in its State or municipality.  These may include
health, safety, and fire regulations.  The Company’s operations are
also subject to Federal and State minimum wage laws governing such matters as
working conditions, overtime and tip credits.





RISK
OF LOW-PRICED STOCKS





Rules
15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934 (the
“Exchange Act”) impose sales practice and disclosure requirements on certain
brokers and dealers who engage in certain transactions involving “a penny
stock.”





Currently,
the Company’s Common Stock is considered a penny stock for purposes of the
Exchange Act.  The additional sales practice and disclosure
requirements imposed on certain brokers and dealers could impede the sale of the
Company’s Common Stock in the secondary market.  In addition, the
market liquidity for the Company’s securities may be severely adversely
affected, with concomitant adverse effects on the price of the Company’s
securities.





Under the
penny stock regulations, a broker or dealer selling penny stock to anyone other
than an established customer or “accredited investor” (generally, an individual
with net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or
$300,000 together with his or her spouse) must make a special suitability
determination for the purchaser and must receive the purchaser’s written consent
to the transaction prior to sale, unless the broker or dealer or the transaction
is otherwise exempt.  In addition, the penny stock regulations require
the broker or dealer to deliver, prior to any transaction involving a penny
stock, a disclosure schedule prepared by the Securities and Exchange Commission
(the “SEC”) relating to the penny stock market, unless the broker or dealer or
the transaction is otherwise exempt.  A broker or dealer is also
required to disclose commissions payable to the broker or dealer and the
registered representative and current quotations for the
Securities.  In addition, a broker or dealer is required to send
monthly statements disclosing recent price information with respect to the penny
stock held in a customer’s account and information with respect to the limited
market in penny stocks.





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.





5




Item
      1A.
            RISK
      FACTORS





THERE
MAY EXIST CONFLICTS OF INTEREST ON THE PART OF OUR OFFICERS AND
DIRECTORS.




Our
directors and officers are or may become, in their individual capacities,
officers, directors, controlling shareholders and/or partners of other entities
engaged in a variety of businesses. Each of our officers and directors is
engaged in business activities outside of the Company. There exist potential
conflicts of interest including, among other things, time, effort and business
combinations with other such entities.




Conflict
with other blank check companies with which members of management may become
affiliated in the future may arise in the pursuit of business combinations. Our
officers and directors are not currently involved as officers and directors of
other blank check companies, although they may be in the future. A potential
conflict of interest may result if and when any of our officers or directors
become an officer or director of another company, especially another blank check
company.




OUR
BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE NO OPERATING
HISTORY.




As the
Company has no operating history or revenue and only minimal assets, there is a
risk that we will be unable to continue as a going concern and consummate a
business combination. The Company has had no recent operating history nor any
revenues or earnings from operations since inception. We have no significant
assets or financial resources. We will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combination. This may result in our incurring a net operating loss that
will increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business
combination.




WE
EXPECT A MERGER OR ACQUISITION TO RESULT IN A LACK OF DIVERSIFICATION, WHICH
MEANS WE WILL BE SUBJECT TO ECONOMIC FLUCTUATION WITHIN A PARTICULAR
INDUSTRY.




Because we
have limited capital, it is unlikely we will be capable of negotiating more than
one acquisition or merger. As a result, we expect to experience a lack of
diversification, which may subject us to economic fluctuation within a
particular industry in which a target company conducts business. In addition,
any merger or acquisition effected by us may result in the issuance of
additional securities, which may result in substantial dilution to the existing
shareholders.




THERE
IS COMPETITION FOR PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF THE
TYPE CONTEMPLATED BY MANAGEMENT.




The
Company is in a highly competitive market for a small number of business
opportunities, which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.




OUR
MANAGEMENT HAS LIMITED EXPERIENCE AND MAY MISS CERTAIN BUSINESS
OPPORTUNITIES.




Our
success will be dependent on our management. Our officers and director have only
limited experience in the business activities in which we intend to engage.
Management believes it has sufficient experience to implement our business plan,
although there is no assurance that additional managerial assistance will not be
required.


6




FUTURE
SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A
SUITABLE ACQUISITION.




The nature
of our operations is highly speculative. The success of our plan of operation
will depend to a great extent on the operations, financial condition and
management of the identified business opportunity. While management intends to
seek business combination(s) with entities having established operating
histories, we may not be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.




OUR
OFFICERS AND DIRECTORS ARE NOT PROFESSIONAL BUSINESS ANALYSTS.




The
quality and desirability of business combinations will be determined by or under
the supervision of our officers and directors. Our officers and directors are
not professional business analysts and they may choose poor business
combinations or they may miss good business combination
opportunities.




THE
COMPANY HAS NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER
TRANSACTION.




We have no
arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. No
assurances can be given that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination. We may
not be able to negotiate a business combination on favorable terms.




MANAGEMENT
INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO SEEKING A TARGET COMPANY
WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A SUITABLE ACQUISITION
CANDIDATE.




While
seeking a business combination, management anticipates devoting no more than a
few hours per week to the Company's affairs. Our officers have not entered into
written employment agreements with us and are not expected to do so in the
foreseeable future. This limited commitment may adversely impact our ability to
identify and consummate a successful business combination.




THE
TIME AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING
COMPANY MAY PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE MOST
ATTRACTIVE PRIVATE COMPANIES.




Potential
combination candidates may not be capable of complying with SEC disclosure
requirements, such as audited financial statements. Sections 13 and 15(d) of the
Exchange Act require reporting companies to provide certain information about
significant acquisitions, including certified financial statements for the
company acquired, covering one, two, or three years, depending on the relative
size of the acquisition. The time and additional costs that may be incurred by
some target entities to prepare these statements may significantly delay or
essentially preclude consummation of an acquisition. Otherwise suitable
acquisition prospects that do not have or are unable to obtain the required
audited statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable to the Company.




THE
REPORT OF OUR INDEPENDENT AUDITORS INDICATES UNCERTAINTY CONCERNING OUR ABILITY
TO CONTINUE AS A GOING CONCERN AND THIS MAY IMPAIR OUR ABILITY TO CONSUMMATE A
BUSINESS COMBINATION.




Our
independent auditors have raised substantial doubt about our ability to continue
as a going concern. We cannot assure you that this will not impair our ability
to consummate a business combination. Additionally, we cannot assure you that we
will ever achieve significant revenues and therefore remain a going
concern.


7




THE
COMPANY MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION, WHICH WOULD ADVERSELY
AFFECT OUR OPERATIONS.




Although
we are subject to the reporting requirements under the Exchange Act, management
believes we will not be subject to regulation under the Investment Company Act
of 1940, as amended (the "Investment Company Act"), since we will not be engaged
in the business of investing or trading in securities. If we engage in business
combinations, which result in our holding passive investment interests in a
number of entities, we could be subject to regulation under the Investment
Company Act. If so, we would be required to register as an investment company
and could be expected to incur significant registration and compliance costs. We
have obtained no formal determination from the Securities and Exchange
Commission as to our status under the Investment Company Act and, consequently,
violation of the Act could subject us to material adverse
consequences.




ANY
POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT US TO
ADDITIONAL RISKS.




If we
enter into a business combination with a foreign concern, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.




THERE
IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK.




Outstanding
shares of our Common Stock cannot be offered, sold, pledged or otherwise
transferred unless subsequently registered pursuant to, or exempt from
registration under, the Securities Act and any other applicable federal or state
securities laws or regulations. These restrictions will limit the ability of our
stockholders to liquidate their investment.




OUR
BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN
OPERATING BUSINESS.




We are a
development stage company and have had no revenues from operations. We may not
realize any revenues unless and until we successfully merge with or acquire an
operating business.




THE
COMPANY INTENDS TO ISSUE MORE SHARES IN A MERGER OR ACQUISITION, WHICH WILL
RESULT IN SUBSTANTIAL DILUTION.




Our
certificate of incorporation authorizes the issuance of a maximum of 100,000,000
shares of common stock and a maximum of 10,000,000 shares of preferred stock.
Any merger or acquisition effected by us may result in the issuance of
additional securities without stockholder approval and may result in substantial
dilution in the percentage of our common stock held by our then existing
stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm's-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board of Directors has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of Common Stock or
Preferred Stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of Common Stock might be materially adversely
affected.


8




BECAUSE
WE MAY SEEK TO COMPLETE A BUSINESS COMBINATION THROUGH A "REVERSE MERGER",
FOLLOWING SUCH A TRANSACTION WE MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF
MAJOR BROKERAGE FIRMS.




Additional
risks may exist since we will assist a privately held business to become public
through a "reverse merger." Securities analysts of major brokerage firms may not
provide coverage of our Company since there is no incentive to brokerage firms
to recommend the purchase of our common stock. No assurance can be given that
brokerage firms will want to conduct any secondary offerings on behalf of our
post-merger company in the future.




THERE
IS NO PUBLIC MARKET FOR OUR COMMON STOCK, NOR HAVE WE EVER PAID DIVIDENDS ON OUR
COMMON STOCK.




There is
no public trading market for our common stock and none is expected to develop in
the foreseeable future unless and until the Company completes a business
combination with an operating business and such business files a registration
statement under the Securities Act of 1933, as amended. Additionally, we have
never paid dividends on our Common Stock and do not presently intend to pay any
dividends in the foreseeable future. We anticipate that any funds available for
payment of dividends will be re-invested into the Company to further its
business strategy.




OUR
COMMON STOCK MAY NOT BE LISTED ON NASDAQ OR ANY OTHER SECURITIES EXCHANGE
FOLLOWING A BUSINESS COMBINATION.




Following
a business combination, we may seek the listing of our common stock on NASDAQ or
another United States Stock Exchange. However, we may not be able to meet the
initial listing standards of such an exchange following the merger, and even if
we are able to obtain such a listing initially, we may not be able to maintain
such listing of our common stock. After completing a business combination, until
our common stock is listed on the NASDAQ or another stock exchange, we expect
that our common stock would be eligible to trade on the OTC Bulletin Board,
another over-the-counter quotation system, or on the "pink sheets," where our
stockholders may find it more difficult to dispose of shares or obtain accurate
quotations as to the market value of our common stock. In addition, we would be
subject to an SEC rule that, if we failed to meet the criteria set forth in such
rule, imposes various practice requirements on broker-dealers who sell
securities governed by the rule to persons other than established customers and
accredited investors. Consequently, such rule may deter broker-dealers from
recommending or selling our common stock, which may further affect the liquidity
of our stock. This would also make it more difficult for us to raise additional
capital following a business combination.




Item
      2.
            Properties.




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 know by management of the Company to
be contemplated.




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




No matters were subject to a vote of security holders during the
year.


9




PART
II




Item 5.
            Market
      for Registrant’s Related Stockholder Matters and Small Business Issuer
      Purchases of Equity Securities.





MARKET
INFORMATION





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





To the
best knowledge of management, there was no trading of shares for fiscal 2008 and
2007.





The number
of shareholders of record of the Company's common stock as of September 30, 2008
was approximately 6,473.





The
Company has never declared or paid any cash dividends.  It is the
present policy of the Company to retain earnings to finance the growth and
development of the business and, therefore, the Company does not anticipate
paying dividends on its Common Stock in the foreseeable future.





Recent
Sales of Unregistered Securities.  On October 29, 2007 the Company
issued 500,000 shares of common stock in exchange for $20,000 of accounts
payable.




Item
      6.
            Selected
      Financial Data




Not
Applicable.




Item
      7.
            Management's
      Discussion and Analysis of Financial Condition and Results 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.





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.





10


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, 2007, 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, 2008,
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.





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 report
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.





Critical Accounting Policies
-The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
of the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Note 2 to the Consolidated
Financial Statements describes the significant accounting policies and methods
used in the preparation of the Consolidated Financial Statements. Estimates are
used for, but not limited to, contingencies and taxes.  Actual results
could differ materially from those estimates. The following critical accounting
policies are impacted significantly by judgments, assumptions, and estimates
used in the preparation of the Consolidated Financial Statements.





We are
subject to various loss contingencies arising in the ordinary course of
business.  We consider the likelihood of loss or impairment of an
asset or the incurrence of a liability, as well as our ability to reasonably
estimate the amount of loss in determining loss contingencies.  An
estimated loss contingency is accrued when management concludes that it is
probable that an asset has been impaired or a liability has been incurred and
the amount of the loss can be reasonably estimated.  We regularly
evaluate current information available to us to determine whether such accruals
should be adjusted.





11


We
recognize deferred tax assets (future tax benefits) and liabilities for the
expected future tax consequences of temporary differences between the book
carrying amounts and the tax basis of assets and liabilities.  The
deferred tax assets and liabilities represent the expected future tax return
consequences of those differences, which are expected to be either deductible or
taxable when the assets and liabilities are recovered or
settled.  Future tax benefits have been fully offset by a 100%
valuation allowance as management is unable to determine that it is more likely
than not that this deferred tax asset will be realized.





Recently
Enacted and Proposed Regulatory Changes - Recently enacted and proposed changes
in the laws and regulations affecting public companies, including the provisions
of the Sarbanes-Oxley Act of 2002 and rules proposed by the SEC and NASDAQ could
cause us to incur increased costs as we evaluate the implications of new rules
and respond to new requirements. The new rules could make it more difficult for
us to obtain certain types of insurance, including directors and officers
liability insurance, and we may be forced to accept reduced policy limits and
coverage or incur substantially higher costs to obtain the same or similar
coverage. The impact of these events could also make it more difficult for us to
attract and retain qualified persons to serve on the Company's board of
directors, or as executive officers. We are presently evaluating and monitoring
developments with respect to these new and proposed rules, and we cannot predict
or estimate the amount of the additional costs we may incur or the timing of
such costs.





In
September 2006, the FASB issued SFAS No. 157, "Accounting for Fair Value
Measurements." SFAS No. 157 defines fair value, and establishes a framework for
measuring fair value in generally accepted accounting principles and expands
disclosure about fair value measurements. SFAS No. 157 is effective for the
Company for financial statements issued subsequent to November 15, 2007. The
Company does not expect the new standard to have any material impact on the
financial position and results of operations.





In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities" ("SFAS 159"). SFAS 159 provides
companies with an option to report selected financial assets and liabilities at
fair value. The objective of SFAS 159 is to reduce both complexity in accounting
for financial instruments and the volatility in earnings caused by measuring
related assets and liabilities differently. Generally accepted accounting
principles have required different measurement attributes for different assets
and liabilities that can create artificial volatility in earnings. The FASB has
indicated it believes that SFAS 159 helps to mitigate this type of
accounting-induced volatility by enabling companies to report related assets and
liabilities at fair alue, which would likely reduce the need for companies to
comply with detailed rules for hedge accounting. SFAS 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes for similar types
of assets and liabilities.  SFAS 159 does not eliminate disclosure
requirements included in other accounting standards, including requirements for
disclosures about fair value measurements included in SFAS 157 and SFAS No. 107,
"Disclosures about Fair Value of Financial Instruments." SFAS 159 is effective
for the Company as of the beginning of fiscal year 2008. The adoption of this
pronouncement is not expected to have an impact on the Company's financial
position, results of operations or cash flows.





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.


12


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.





Item
      7A.
            Quantitative
      and Qualitative Disclosure About Market
Risk.





Not
Applicable.





Item
      8.
            Financial
      Statements and Supplementary Data.





The
financial statements of the Company and supplementary data are included
beginning immediately preceding the signature page to this report.





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




None.




Item 9A(T).
            Controls
      and Procedures.




The
Company's management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information required to
be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Exchange Act is accumulated and
communicated to the issuer's management, including its principal executive
officer or officers and principal financial officer or officers, or persons
performing similar functions, as appropriate to allow timely decisions regarding
required disclosure.




In
accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
completed under the supervision and with the participation of the Company's
management, including the Company's President and sole officer and director, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures as of the end of the period covered by this Annual
Report. Based on that evaluation, the Company's management including the
President and sole officer and director, concluded that the Company's disclosure
controls and procedures were effective in providing reasonable assurance
that information required to be disclosed in the Company's reports filed or
submitted under the Exchange Act was recorded, processed, summarized, and
reported within the time periods specified in the Commission's rules and forms.
There have been no changes to the Company's internal control over financial
reporting that occurred during the last fiscal quarter of the year ended
September 30, 2008, that materially affected, or were reasonably likely to
materially affect, our internal control over financial reporting.




This annual report does not include an attestation
report of the Company's registered public accounting firm regarding internal
controls over financial reporting. Management's report was not subject to
attestation by the Company's registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
Company to provide only management's report in this annual
report.




Item
9B. Other Information.




None.






13




PART III




Item 10.  Directors, Executive
Officers and Corporate Governance.




The
following table sets forth certain information regarding the Company's directors
and executive officers for the fiscal year ended September 30,
2008:




Director’s
      Name
              Age
              OfficeRose
      Fischer
              49
              President,
      Chief Executive Officer and
Director




Our
officers and directors are elected for a term of one year or until their
successor is elected. Set forth below is a brief description of the background
of our officers and directors.




Our Board
of Directors is elected annually by our stockholders. Directors receive no cash
compensation for their services to us as directors, but are reimbursed for
expenses actually incurred in connection with attending meetings of the Board of
Directors.




The
following sets forth certain information concerning the Company's officers and
directors.




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, 2008 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 she devotes her 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.




Section
16(a) Beneficial Ownership Reporting Compliance.




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.




Code
of Ethics




We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, because our stock is not
trading on any exchange that would require such a code.






14




Nominating
Committee




We have
not adopted any procedures by which security holders may recommend nominees to
our Board of Directors.




Audit
Committee




Our Board
of Directors acts as our audit committee. We do not have a qualified financial
expert at this time, because we have not been able to hire a qualified
candidate. Further, we believe that we have inadequate financial resources at
this time to hire such an expert.




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




The
following table sets forth certain information as to each person owning of
record or who was known by the Company to own beneficially more than 5% of the
1,668,698 shares of issued and outstanding common stock, including options to
acquire stock for the Company as of September 30, 2008 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.





Name and Address of Beneficial
      Owner
                  
                  Amount and Nature of Common Stock Beneficially
      Owned
                  
                  Percentage Ownership of Common
      StockJohn
      Allison
                  
                  71,500
                  
                  6.12%Alpha
      Beta LLC
                  
                  90,945
                  
                  7.78%Celex-Nevada
                  
                  97,750
                  
                  8.36%Wayne
      H. Creasy
                  
                  66,063
                  
                  5.65%Cede
      & Co.
                  
                  179,085
                  
                  15.32%Optima
      International
                  
                  205,305
                  
                  17.58%George
      White
                  
                  70,500
                  
                  6.03%All Executive Officers and Directors as a Group (1
      person)Direct
                  
                  11,860
                  
                  1.015%Options
                  
                  None
                  
                  NoneTotal
                  
                  11,860
                  
                  1.015%




Item 13.  Certain Relationships and
Related Transactions, and Director Independence.




As of
September 30, 2008 and 2007 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 not commitments for future use of the facilities.






15




Item 14. Principal Accountant Fees and
Services




The
following is a summary of the fees billed to us by Robison Hill & Company
("RHC") for professional services rendered for the years ended September 30,
2008 and 2007.







Service
                
                2008
                
                
                2007Audit
      Fees
                
                $
                2,291
                
                
                $
                5,000Audit-Related
      Fees
                
                
                -
                
                
                
                -Tax
      Fees
                
                
                -
                
                
                
                -All
      Other Fees
                
                
                -
                
                
                
                -Total
                
                $
                2,291
                
                
                $
                5,000




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 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.







16



























PENN-PACIFIC
CORP.


(A
Development Stage Company)





-:-





INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS’ REPORT








SEPTEMBER
30, 2008 AND 2007




























CONTENTS







PageReport
      of Independent Registered Public Accountants
                F-1Balance
      SheetsSeptember
      30, 2008 and 2007
                F-3Statements
      of Operations for theYears
      ended September 30, 2008 and 2007 and for cumulative period
      fromJanuary
      13, 1997 (inception of development stage) to September 30,
      2008
                F-4Statement
      of Stockholders' EquitySince
      January 13, 1997 (inception of development stage) to September 30,
      2008
                F-5Statements
      of Cash Flows for theYears
      ended September 30, 2008 and 2007 and for the cumulative period
      fromJanuary
      13, 1997 (inception of development stage) to September 30,
      2008
                F-6Notes
      to Financial Statements
                F-7














ROBISON,
      HILL & CO.
            
            
            
            Certified
      Public AccountantsA
      PROFESSIONAL CORPORATIONBRENT
      M. DAVIES, CPADAVID
      O. SEAL, CPAW.
      DALE WESTENSKOW, CPABARRY
      D. LOVELESS, CPASTEPHEN
      M. HALLEY, CPA





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTANTS





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, 2008, and 2007, and the related statements of
operations, and cash flows for the years ended September 30, 2008, and 2007, and
the cumulative since January 13, 1997 (inception of the development stage) to
September 30, 2008, and the statement of stockholder’s equity since January 13,
1997 (inception of the development stage) to September 30,
2008.  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 audit.





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.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
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, 2008, and 2007 and the results of its
operations and its cash flows for the years ended September 30, 2008, and 2007
and the cumulative since January 13, 1997 (inception of the development stage)
to September 30, 2008, in conformity with accounting principles generally
accepted in the United States of America.





F -
1





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.








\s\ Robison, Hill &
Co.


Certified
Public Accountants





Salt Lake
City, Utah


January
12, 2009








MEMBERS
      OF AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTSMEMBERS
      OF THE SEC PRACTICE SECTION and THE PRIVATE COMPANIES PRACTICE
      SECTION1366
      East Murray-Holladay Road, Salt Lake City,
      Utah 84117-5050








F -
2


PENN-PACIFIC CORP.(A Development Stage
    Company)BALANCE SHEETSSeptember
      30,2008
                                                                                
                                                                                
                                                                                2007ASSETSTotal
      Current Assets
                                                                                
                                                                                $
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                -LIABILITIES
      & EQUITYCurrent
      Liabilites:Accounts
      Payable
                                                                                
                                                                                $
                                                                                70
                                                                                
                                                                                
                                                                                $
                                                                                20,000Advances
      from shareholder
                                                                                
                                                                                
                                                                                49,744
                                                                                
                                                                                
                                                                                
                                                                                48,188Total
      Current Liabilities
                                                                                
                                                                                
                                                                                49,814
                                                                                
                                                                                
                                                                                
                                                                                68,188Total
      Liabilities
                                                                                
                                                                                
                                                                                49,814
                                                                                
                                                                                
                                                                                
                                                                                68,188Stockholder's
      EquityPreferred
      Stock, Par value $.0001Series
      A, Authorized 10,000,000 shares, None issuedSeries
      B, Authorized 9,990,000 shares, None issuedSeries
      C, Aughorized 10,000 shares, None issuedCommon
      Stock, Par value $.00001Authorized
      500,000,000 shares, Issued1,668,698
      Shares at September 30, 2008 and1,168,698
      at September 30, 2007
                                                                                
                                                                                
                                                                                17
                                                                                
                                                                                
                                                                                
                                                                                12Additional
      Paid-In Capital
                                                                                
                                                                                
                                                                                35,831,066
                                                                                
                                                                                
                                                                                
                                                                                35,811,071Retained
      Deficit
                                                                                
                                                                                
                                                                                (35,735,362
                                                                                )
                                                                                
                                                                                
                                                                                (35,735,362
                                                                                )Deficit
      Accumulated During the Development Stage
                                                                                
                                                                                
                                                                                (145,535
                                                                                )
                                                                                
                                                                                
                                                                                (143,909
                                                                                )Total
      Stockholder's Equity
                                                                                
                                                                                
                                                                                (49,814
                                                                                )
                                                                                
                                                                                
                                                                                (68,188
                                                                                )TOTAL
      LIABILITIES AND STOCKHOLDER'S EQUITY
                                                                                
                                                                                $
                                                                                -
                                                                                
                                                                                
                                                                                $
                                                                                -The
      accompanying notes are an integral part of these financial
      statements





F -
3


PENN-PACIFIC CORP.(A Development Stage
    Company)STATEMENTS OF OPERATIONSCumulativeSinceJanuary
      13,1997For
      the Year Ended
                                                                                          
                                                                                          
                                                                                          (Inception
      ofSeptember
      30,
                                                                                          
                                                                                          
                                                                                          development2008
                                                                                          
                                                                                          
                                                                                          2007
                                                                                          
                                                                                          
                                                                                          stage)Revenues:
                                                                                          
                                                                                          $
                                                                                          -
                                                                                          
                                                                                          
                                                                                          $
                                                                                          -
                                                                                          
                                                                                          
                                                                                          $
                                                                                          -Expenses:
                                                                                          
                                                                                          
                                                                                          1,626
                                                                                          
                                                                                          
                                                                                          
                                                                                          20,275
                                                                                          
                                                                                          
                                                                                          
                                                                                          145,535Net
      Loss
                                                                                          
                                                                                          $
                                                                                          (1,626
                                                                                          )
                                                                                          
                                                                                          $
                                                                                          (20,275
                                                                                          )
                                                                                          
                                                                                          $
                                                                                          (145,535
                                                                                          )Basic
      & Diluted Loss per Share
                                                                                          
                                                                                          $
                                                                                          (0.00
                                                                                          )
                                                                                          
                                                                                          $
                                                                                          (0.02
                                                                                          )Weighted
      Average Shares Outstanding
                                                                                          
                                                                                          
                                                                                          1,630,342
                                                                                          
                                                                                          
                                                                                          
                                                                                          1,168,698The
      accompanying notes are an integral part of these financial
      statements





F -
4




PENN-PACIFIC CORP.(A Development Stage
    Company)STATEMENT OF STOCKHOLDERS'
      EQUITYSINCE JANUARY 13, 1997 (INCEPTION OF DEVELOPMENT
      STAGE) TO SEPTEMBER 30, 2008DeficitAccumulatedSinceJanuary
      13,1997(Inception
      ofCommon
      Stock
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Paid
      in
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Retained
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            DevelopmentShares
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Par
      Value
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Capital
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Deficit
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            Stage)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 forNovember
      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
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            (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
                                                                                                                                            )Net
      Loss
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            (2,340
                                                                                                                                            )Balance
      at September 30, 2006
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            1,168,698
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            12
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            35,811,071
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            (35,735,362
                                                                                                                                            )
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            (123,634
                                                                                                                                            )Net
      Loss
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            (20,275
                                                                                                                                            )Balance
      at September 30, 2007
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            1,168,698
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            12
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            35,811,071
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            (35,735,362
                                                                                                                                            )
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            (143,909
                                                                                                                                            )Stock
      Issued for payables
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            500,000
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            5
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            19,995
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -Net
      Loss
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            -
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            (1,626
                                                                                                                                            )Balance
      at September 30, 2008
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            1,668,698
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            17
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            35,831,066
                                                                                                                                            
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            (35,735,362
                                                                                                                                            )
                                                                                                                                            
                                                                                                                                            $
                                                                                                                                            (145,535
                                                                                                                                            )The
      accompanying notes are an integral part of these financial
      statements


F -
5




PENN-PACIFIC CORP.(A Development Stage
    Company)STATEMENT OF CASH FLOWSCumulativeSinceJanuary
      13,1997For
      the Year Ended
                                                                                                          
                                                                                                          
                                                                                                          (Inception
      ofSeptember
      30,
                                                                                                          
                                                                                                          
                                                                                                          Development2008
                                                                                                          
                                                                                                          
                                                                                                          2007
                                                                                                          
                                                                                                          
                                                                                                          Stage)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      Loss
                                                                                                          
                                                                                                          $
                                                                                                          (1,626
                                                                                                          )
                                                                                                          
                                                                                                          $
                                                                                                          (20,275
                                                                                                          )
                                                                                                          
                                                                                                          $
                                                                                                          (145,535
                                                                                                          )Common
      Stock issued for expenses
                                                                                                          
                                                                                                          
                                                                                                          20,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          41,717Increase
      (Decrease) in Accounts Payable
                                                                                                          
                                                                                                          
                                                                                                          (19,930
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          20,000
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          70Increase
      (Decrease) in Accrued Expenses
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          54,004Net
      Cash Used in Operating Activities
                                                                                                          
                                                                                                          
                                                                                                          (1,556
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (275
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (49,744
                                                                                                          )CASH
      FLOWS FROM INVESTING ACTIVITIES:Net
      Cash Provided by Investing Activities
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          -CASH
      FLOWS FROM FINANCING ACTIVITIES:Advances
      from shareholders
                                                                                                          
                                                                                                          
                                                                                                          1,556
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          275
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          49,744Net
      Cash Provided by Financing Activities
                                                                                                          
                                                                                                          
                                                                                                          1,556
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          275
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          49,744Net
      (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
      Taxes
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          -SUPPLEMENTAL DISCLOSURE OF
      NON-CASH INVESTING AND FINANCING ACTIVITIES:NoneThe
      accompanying notes are an integral part of these financial
      statements


F -
6





PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS





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 Penn-Pacific Corp.
(hereto referred to as 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
$1,600 and $20,300 for the years ended September 30, 2008 and 2007 respectively,
has a liquidity problem and requires additional financing in order to finance
its business activities on an ongoing basis.  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. The Company is actively pursuing alternative financing and has
had discussions with various third parties, although no firm commitments have
been obtained.  In the interim, shareholders of the Company have
committed to meeting its minimal operating expenses.  Management
believes that actions presently being taken to revise the Company’s operating
and financial requirements provide them with the opportunity to continue as a
“going concern”





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, 2006 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 re-domiciled in the Stage 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 -
7





PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS





NOTE 1 – NATURE OF
OPERATIONS AND GOING CONCERN (Continued)





Nature of
Business





The
Company has no products or services as of September 30, 2008.  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 or other foreign hedging
arrangements.





Loss per
Share





Basic loss
per share has been computed by dividing the loss for the year applicable to the
common stockholders’ by the weighted average number of common shares outstanding
during the years.  The effect of outstanding common stock equivalents
would be anti-dilutive for September 30, 2008 and 2007 and are thus not
considered.  There are no common equivalent shares outstanding at
September 30, 2008 and 2007.








F -
8





PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS





NOTE 2 – SUMMARY OF
ACCOUNTING POLICIES (Continued)





Financial
Instruments





The
Company’s financial liabilities consist of accounts payable. Except as otherwise
noted, it is management’s opinion that the Company is not exposed to significant
interest or credit risks arising from these financial instruments. The fair
values of these financial instruments approximate their carrying values due to
the sort-term maturities of these instruments.





Income
Taxes





The
Company accounts for income taxes under the provisions of SFAS No.109,
“Accounting for Income Taxes.”  SFAS No.109 requires recognition of
deferred income tax assets and liabilities for the expected future income tax
consequences, based on enacted tax laws, of temporary differences between the
financial reporting and tax bases of assets and liabilities.





Reclassification





Certain
reclassifications have been made in the 2007 financial statements to conform to
the September 30, 2008 presentation





Stock-Based
Compensation





Effective
January 1, 2006, the company adopted the provisions of SFAS No. 123 (R)
requiring employee equity awards to be accounted for under the fair value
method. Accordingly, share-based compensation is measured at grant date, based
on the fair value of the award. Prior to June 1, 2006, the company accounted for
awards granted to employees under its equity incentive plans under the intrinsic
value method prescribed by Accounting Principles Board (APB) Opinion No. 25,
“Accounting for Stock Issued to Employees” (APB 25), and related
interpretations, and provided the required pro forma disclosures prescribed by
SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), as
amended. No stock options were granted to employees during the years ended
September 30, 2008, and 2007 and accordingly, no compensation expense was
recognized under APB No. 25 for the years ended September 30, 2008, and 2007. In
addition, no compensation expense is recognized under provisions of SFAS No. 123
(R) with respect to employees as no stock options where granted to
employees.





F -
9





PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS





NOTE 2 – SUMMARY OF
ACCOUNTING POLICIES (Continued)





Stock-Based Compensation
(Continued)





Under the
modified prospective method of adoption for SFAS No. 123 (R), the compensation
cost recognized by the company beginning on June 1, 2006 includes (a)
compensation cost for all equity incentive awards granted prior to, but not
vested as of June 1, 2006, based on the grant-dated fair value estimated in
accordance with the original provisions of SFAS No. 123, and (b) compensation
cost for all equity incentive awards granted subsequent to June 1, 2006, based
on the grant-date fair value estimated in accordance with the provisions of SFAS
No, 123 (R). The company uses the straight-line attribution method to recognize
share-based compensation costs over the service period of the award. Upon
exercise, cancellation, forfeiture, or expiration of stock options, or upon
vesting or forfeiture of restricted stock units, deferred tax assets for options
and restricted stock units with multiple vesting dates are eliminated for each
vesting period on a first-in, first-out basis as if each vesting period was a
separate award. To calculate the excess tax benefits available for use in
offsetting future tax shortfalls as of the dated of implementation, the company
followed the alternative transition method discussed in FASB Staff Position No.
123 (R)-3.  During the periods ended September 30, 2008 and 2007, no
stock options were granted to non-employees. Accordingly, no stock-based
compensation expense was recognized for new stock option grants in the Statement
of Operations and Comprehensive Loss at September 30, 2008 and
2007.





Recent Accounting
Standards





In
February 2007, the FASB issued SFAS no, 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159
provides companies with an option to report selected financials assets and
liabilities at fair value.  The objective of SFAS 159 is to reduce
both complexity in accounting for financial instruments and the volatility in
earnings caused by measuring related assets and liabilities
differently.  Generally accepted accounting principles have required
different measurement attributes for different assets and liabilities that can
create artificial volatility in earnings.  The FASB has indicated it
believes that SFAS 159 helps to mitigate this type of accounting-induced
volatility by enabling companies to report related assets and liabilities at
fair value, which would likely reduce the need for companies to comply with
detailed rules for hedge accounting.  SFAS 159 also establishes
presentation and disclosure requirements designed to facilitate comparisons
between companies that choose different measurement attributes for similar types
of assets and liabilities.  SFAS 159 does not eliminate disclosure
requirements included in other accounting standards, including requirements for
disclosures about fair value measurements included in SFAS 157 and SFA No. 107,
“Disclosures about Fair Value of Financial Instruments.”  SFAS 159 is
effective for the Company as of the beginning of fiscal year
2008.  The adoption of this pronouncement is not expected to have an
impact on the Company’s financial position, results of operations or cash
flows.








F -
10





PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS





NOTE 2 – SUMMARY OF
ACCOUNTING POLICIES (Continued)





Recent Accounting Standards
(Continued)





In
December 2007, the FASB issued No. 160, “Noncontrolling Interests in Financial
Statements, an amendment of ARB No. 51" (“SFAS 160").  SFAS 160 amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.  This
Statement is effective for fiscal years beginning on or after December 15,
2008.  Early adoption is not permitted. Management is currently
evaluating the effects of this statement, but it is not expected to have any
impact on the Company’s financial statements.





In
December 2007, the FASB issued No. 141(R), “Business Combinations” (“SFAS
141(R)”.  SFAS 141(R) provides companies with principles and
requirements on how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, liabilities assumed, and any
noncontrolling interest in the acquiree as well as the recognition and
measurement of goodwill acquired in a business combination. SFAS 141(R) also
requires certain disclosures to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
Acquisition costs associated with the business combination will generally be
expensed as incurred. SFAS 141(R) is effective for business combinations
occurring in fiscal years beginning after December 15, 2008, which will require
the Company to adopt these provisions for business combinations occurring in
fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not
permitted.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.





In March
2008, the FASB issued No. 161, “Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133.  SFAS 161
requires enhanced disclosures about an entity's derivative and hedging
activities and thereby improves the transparency of financial
reporting.  This Statement is effective for financial statements
issued for fiscal years and interim periods beginning after November 15, 2008,
with early application encouraged. This Statement encourages, but does not
require, comparative disclosures for earlier periods at initial
adoption.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.





F -
11





PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS








NOTE 3 - INCOME
TAXES





As of
September 30, 2008, the Company had a net operating loss carry forward for
income tax reporting purposes of approximately $145,500 that may be offset
against future taxable income through 2027.  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 carry-forwards will expire
unused.  Accordingly, the potential tax benefits of the loss
carry-forwards are offset by a valuation allowance of the same
amount.







2008
                
                
                2007Net
      Operating Losses
                
                $
                21,825
                
                
                $
                21,585Valuation
      Allowance
                
                
                (21,825
                )
                
                
                (21,585
                )$
                -
                
                
                $
                -





The
provision for income taxes differs from the amount computed using the federal US
statutory income tax rate as follows:





2008
                  
                  
                  2007Provision
      (Benefit) at US Statutory Rate
                  
                  $
                  240
                  
                  
                  $
                  3,040Increase
      (Decrease) in Valuation Allowance
                  
                  
                  (240
                  )
                  
                  
                  (3,040
                  )$
                  -
                  
                  
                  $
                  -





The
Company evaluates its valuation allowance requirements based on projected future
operations.  When circumstances change and causes a change in
management's judgment about the recoverability of deferred tax assets, the
impact of the change on the valuation is reflected in current
income.





NOTE 4 - DEVELOPMENT STAGE
COMPANY





The
Company has not begun principal operations and as is common with a development
stage company, the Company will have 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 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.





F -
12





PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS





NOTE 5 – UNCERTAIN TAX
POSITIONS





Effective
January 1, 2007, the Company adopted the provisions of FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a
measurement attribute for the financial statement recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. The adoption of the provisions of FIN 48
did not have a material impact on the company’s financial position and results
of operations. At January 1, 2007, the company had no liability for unrecognized
tax benefits and no accrual for the payment of related interest.





Interest
costs related to unrecognized tax benefits are classified as “Interest expense,
net” in the accompanying statements of operations. Penalties, if any, would be
recognized as a component of “Selling, general and administrative expenses”. The
Company recognized $0 of interest expense related to unrecognized tax benefits
during 2008.  In many cases the company’s uncertain tax positions are
related to tax years that remain subject to examination by relevant tax
authorities.





With few
exceptions, the company is generally no longer subject to U.S. federal, state,
local or non-U.S. income tax examinations by tax authorities for years before
2004. The following describes the open tax years, by major tax jurisdiction, as
of January 12, 2009:





United
States
(a)                                           2000–
Present





(a)
Includes federal as well as state or similar local jurisdictions, as
applicable.





NOTE 6 – CHANGES IN COMMON
AND PREFERRED STOCK





On October
29, 2007 the Company issued 500,000 shares of common stock in exchange for
$20,000 in accounts payable.





NOTE 7 -
COMMITMENTS





As of
September 30, 2008, 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.








F -
13





PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS





NOTE 8 – RELATED PARTY
TRANSACTIONS





As of
September 30, 2008 and 2007, Rose Fischer, President and shareholder of the
Company, has advanced the Company $49,744 and $48,188.








F -
14




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 its
behalf by the undersigned, thereunto duly authorized.





PENN-PACIFIC,
CORP





Dated
January 12, 2009








By _/s/ Rose
Fischer________________


Rose
Fischer


President,
Director







In
accordance with the 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 12th day of January, 2009.





Signatures
& Title








_/s/ Rose
Fischer__________________


Rose
Fischer


President,
Director


(Principal
Executive Officer)