**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C.  20549**





**Form
      10-QSB**/A





(Mark
      One)


**[X]   QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF
      1934**





For
      the quarterly period
      ended:June 30,
      2007





**[  ]   TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE** **EXCHANGE
      ACT**





For
      the transition period from __________ to __________


Commission
      file
      number  0-730





Penn-Pacific
      Corp.


(Exact
      name of small business issuer as specified
      in its charter)





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




3325
      Griffin Road, #200, Ft. Lauderdale, FL 33323


(Address
      of principal executive offices)


(866)
      387-6583


Issuer's
      telephone number








(Former
      name, former address and former fiscal year, if changed since last
      report.)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes
X No





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

















APPLICABLE
      ONLY TO CORPORATE ISSUERS





State
      the number of shares outstanding
      of each of the issuer's classes of common equity, as of the


latest
      practical date: July 5,
      2007     1,168,698





Transitional
      Small Business Disclosure
      Format (check one).


Yes
       ;  No X




















































































































2


**PART
      I**








**Item
      1.  Financial Statements**








PENN-PACIFIC
      CORP.


(A
      Development Stage Company)


BALANCE
      SHEETS








(Unaudited)June
                30,
            
            
            September
                30,2007
            
            
            2006Assets:
            
            $
            -
            
            
            $
            -Liabilities:Accounts
                Payable
            
            
            -
            
            
            
            -Advances
                from shareholder
            
            
            47,913
            
            
            
            47,913Total
                Liabilities
            
            
            47,913
            
            
            
            47,913Stockholders'
                Equity:Preferred
                Stock, Par value $.0001Series
                A, Authorized 10,000,000 shares, None issued
            
            
            -
            
            
            
            -Series
                B, authorized 9,990,000 shares, None issued
            
            
            -
            
            
            
            -Series
                C, Authorized 10,000 shares, None issued
            
            
            -
            
            
            
            -Common
                Stock, Par value $.00001Authorized
                500,000,000 shares,Issued
                1,168,698 Shares at June 30, 2007 andSeptember
                30, 2006
            
            
            12
            
            
            
            12Paid-In
                Capital
            
            
            35,811,071
            
            
            
            35,811,071Retained
                Deficit
            
            
            (35,735,362
            )
            
            
            (35,735,362
            )Deficit
                Accumulated During theDevelopment
                Stage
            
            
            (123,634
            )
            
            
            (123,634
            )Total
                Stockholders' Equity
            
            
            (47,913
            )
            
            
            (47,913
            )Total
                Liabilities andStockholders'
                Equity
            
            $
            -
            
            
            $
            -














See
      accompanying notes


3


PENN-PACIFIC
      CORP.


(A
      Development Stage Company)


STATEMENTS
      OF OPERATIONS


(Unaudited)





CumulativesinceJanuary
                13,1997For
                the three months ended
            
            
            For
                the nine months ended
            
            
            inception
                ofJune
                30,
            
            
            June
                30,
            
            
            development2007
            
            
            2006
            
            
            2007
            
            
            2006
            
            
            stageRevenues:
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Expenses:
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,500
            
            
            
            123,634Net
                Loss
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            (1,500
            )
            
            $
            (123,634
            )Basic
                &Diluted
                lossper
                share
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -




































































See
      accompanying notes


4


PENN-PACIFIC
      CORP.


(A
      Development Stage Company)


STATEMENTS
      OF CASH FLOWS


(Unaudited)


Cumulativesince
                January 13, 1997For
                the nine months ended
            
            
            Inception
                ofJune
                30,
            
            
            Development2007
            
            
            2006
            
            
            StageCASH
                FLOWS FROM OPERATINGACTIVITIES:Net
                Loss
            
            $
            -
            
            
            $
            (1,500
            )
            
            $
            (123,634
            )Common
                Stock issued for expenses
            
            
            -
            
            
            
            -
            
            
            
            21,717Increase
                (Decrease) in Accounts Payable
            
            
            -
            
            
            
            1,500
            
            
            
            -Increase
                (Decrease) in Advancesfrom
                shareholder
            
            
            -
            
            
            
            
            
            
            
            47,913Increase
                (Decrease) in Accrued Expenses
            
            
            -
            
            
            
            -
            
            
            
            54,004Net
                Cash Used in operating activities
            
            
            -
            
            
            
            -
            
            
            
            -CASH
                FLOWS FROM INVESTINGACTIVITIES:Net
                cash provided by investing activities
            
            
            -
            
            
            
            -
            
            
            
            -CASH
                FLOWS FROM FINANCINGACTIVITIES:Net
                Cash Provided byFinancing
                Activities
            
            
            -
            
            
            
            -
            
            
            
            -Net
                (Decrease) Increase inCash
                and Cash Equivalents
            
            
            -
            
            
            
            -
            
            
            
            -Cash
                and Cash Equivalentsat
                Beginning of Period
            
            
            -
            
            
            
            -
            
            
            
            -Cash
                and Cash Equivalentsat
                End of Period
            
            $
            -
            
            
            $
            -
            
            
            $
            -SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:Cash
                paid during the year for:Interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Franchise
                and income taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -SUPPLEMENTAL
                DISCLOSURE OF NON-CASH INVESTING AND FINANCINGACTIVITIES:
                None


See
      accompanying notes


5




PENN-PACIFIC
      CORP.


(A
      Development Stage Company)


NOTES
      TO FINANCIAL STATEMENTS


FOR
      THE NINE MONTHS ENDED JUNE 30, 2007 AND 2006


(Unaudited)





NOTE
      1
      - ORGANIZATION AND SUMMARY OF SIGNIFICANT 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.





Going
      Concern





The
      accompanying financial statements
      have been prepared in conformity with accounting principles generally accepted
      in the United States, which contemplates the Company as a going concern.
      However, the Company has sustained substantial operating losses in recent years
      and has used substantial amounts of working capital in its
      operations.  Realization of the assets reflected on
      the  accompanying balance sheet is dependent upon continued operations
      of the Company which, in turn, is  dependent upon the Company's
      ability to meet its financing requirements and succeed in its future
      operations.  Management believes that actions presently being taken to
      revise the Company’s operating and financial requirements provide them with the
      opportunity for the Company to continue as a going concern.





Interim
      Reporting





The
      unaudited financial statements as
      of June 30, 2007 and for the nine month period then ended reflect, in the
      opinion of management, all adjustments (which include only normal recurring
      adjustments) necessary to fairly state the financial position and results of
      operations for the nine months.  Operating results for interim periods
      are not necessarily indicative of the results which can be expected for full
      years.





Organization
      and Basis of Presentation





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.





6


PENN-PACIFIC
      CORP.


(A
      Development Stage Company)


NOTES
      TO FINANCIAL STATEMENTS


FOR
      THE NINE MONTHS ENDED JUNE 30, 2007 AND 2006 (Continued)


(Unaudited)





NOTE
      1
      - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)





Nature
      of Business





The
      Company has no products or services
      as of June 30, 2007.  The Company was organized as a vehicle to seek
      merger or acquisition candidates.  The Company intends to acquire
      interests in various business opportunities, which in the opinion of management
      will provide a profit to the Company.





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.





Loss
      per Share





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


Income
            
            
            Shares
            
            
            Per-Share(Numerator)
            
            
            (Denominator)
            
            
            AmountFor
                the three months ended June 30, 2007**Basic
                Loss per Share**Loss
                to common shareholders
            
            $
            -
            
            
            
            1,168,698
            
            
            $
            -For
                the three months ended June 30, 2006**Basic
                Loss per Share**Loss
                to common shareholders
            
            $
            -
            
            
            
            1,168,698
            
            
            $
            -For
                the nine months ended June 30, 2007**Basic
                Loss per Share**Loss
                to common shareholders
            
            $
            -
            
            
            
            1,168,698
            
            
            $
            -For
                the nine months ended June 30, 2006**Basic
                Loss per Share**Loss
                to common shareholders
            
            $
            (1,500
            )
            
            
            1,168,698
            
            
            $
            -





The
      effect of outstanding common stock
      equivalents would be anti-dilutive for June 30, 2007 and 2006 and are thus
      not
      considered.  There are no common stock equivalents
      outstanding  at June 30, 2007 and 2006.


7


PENN-PACIFIC
      CORP.


(A
      Development Stage Company)


NOTES
      TO FINANCIAL STATEMENTS


FOR
      THE NINE MONTHS ENDED JUNE 30, 2007 AND 2006 (Continued)


(Unaudited)





NOTE
      1
      - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)





Recent
      Accounting Standards





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 expandsdisclosure 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 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 SFAS No. 107,
      "Disclosures about Fair Value of Financial Instruments." SFAS 159 is effective
      for the Company as of the beginning of fiscal year 2009. The adoption of this
      pronouncement is not expected to have an impact on the Company's financial
      position, results of operations or cash flows.





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.





8


PENN-PACIFIC
      CORP.


(A
      Development Stage Company)


NOTES
      TO FINANCIAL STATEMENTS


FOR
      THE NINE MONTHS ENDED JUNE 30, 2007 AND 2006 (Continued)


(Unaudited)





NOTE
      1
      - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (Continued)





Concentration
      of Credit Risk





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





NOTE
      2
      - INCOME TAXES





As
      of June 30, 2007, the Company had a
      net operating loss carryforward for income tax reporting purposes of
      approximately $123,000 that may be offset against future taxable income through
      2026.  Current tax laws limit the amount of loss available to be
      offset against future taxable income when a substantial change in ownership
      occurs.  Therefore, the amount available to offset future taxable
      income may be limited.  No tax benefit has been reported in the
      financial statements, because the Company believes there is a 50% or greater
      chance the carryforwards will expire unused.  Accordingly, the
      potential tax benefits of the loss carryforwards are offset by a valuation
      allowance of the same amount.





NOTE
      3
      - DEVELOPMENT STAGE COMPANY





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


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





NOTE
      4
      - COMMITMENTS





As
      of June 30, 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 no commitments for
      future use of the facilities.











9


PENN-PACIFIC
      CORP.


(A
      Development Stage Company)


NOTES
      TO FINANCIAL STATEMENTS


FOR
      THE NINE MONTHS ENDED JUNE 30, 2007 AND 2006 (Continued)


(Unaudited)





NOTE
      5
      - CHANGES IN COMMON AND PREFERRED STOCK





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





**Item
      2.  Management’s Discussion and Analysis or Plan of
      Operation**





This
      Quarterly Report contains certain
      forward-looking statements within the meaning of Section 27A of the Securities
      Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
      1934,
      as amended, which are intended to be covered by the safe harbors created
      thereby.  Investors are cautioned that all forward-looking statements
      involve risks and uncertainty, including without limitation, the ability of
      the
      Company to continue its expansion strategy, changes in costs of raw materials,
      labor, and employee benefits, as well as general market conditions, competition
      and pricing.  Although the Company believes that the assumptions
      underlying the forward-looking statements contained herein are reasonable,
      any
      of the assumptions could be inaccurate, and therefore, there can be no assurance
      that the forward-looking statements included in this Quarterly 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 presentation by the Company or any
      other
      person that the objectives and plans of the Company will be
      achieved.





As
      used herein the term “Company”
refers to Penn-Pacific Corp., a Nevada corporation and its predecessors, unless
      the context indicates otherwise.  The Company is currently a shell
      company whose purpose is to acquire operations through an acquisition or merger
      or to begin its own start-up business.





The
      Company is in the process of
      attempting to identify and acquire a favorable business
      opportunity.  The Company has reviewed and evaluated a number of
      business ventures for possible acquisition or participation by the
      Company.  The Company has not entered into any agreement, nor does it
      have any commitment or understanding to enter into or become engaged in a
      transaction as of the date of this filing.  The Company continues to
      investigate, review, and evaluate business opportunities as they become
      available and will seek to acquire or become engaged in business opportunities
      at such time as specific opportunities warrant.


10


**Plan
      of Operations**





The
      Company has no products or services
      as of June 30, 2007.  The Company was organized as a vehicle to seek
      merger or acquisition candidates.  The Company intends to acquire
      interests in various business opportunities, which in the opinion of management
      will provide a profit to the Company.





The
      Company had no sales or sales
      revenues for the nine months ended June 30, 2007  or 2006 because it
      is a shell company that has not had any business operations for the past four
      years.





The
      Company had no costs of sales for
      the nine months ended June 30, 2007 or 2006 because it is a shell company that
      has not had any business operations for the past four years.  The
      Company had general and administrative expenses of $-0- for the nine month
      period ended June 30, 2007 and $1,500 for the same period in 2006.





**Capital
      Resources and Liquidity**





At
      June 30, 2007, the Company had total
      current assets of $0 and total assets of $0 as compared to $0 current assets
      and
      $0 total assets at September 30, 2006.  The Company had a net capital
      deficit of $123,634 at June 30, 2007 and September 30, 2006.





Net
      stockholders’ deficit in the
      Company was $47,913 as of June 30, 2007 and September 30, 2006.





**Government
      Regulations -**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.





**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 1
      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


11


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.





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 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 SFAS No. 107,
      "Disclosures


12


about
      Fair Value of Financial Instruments." SFAS 159 is effective for the Company
      as
      of the beginning of fiscal year 2009. The adoption of this pronouncement is
      not
      expected to have an impact on the Company's financial position, results of
      operations or cash flows.








**Item
      3.  Controls and Procedures**





**Evaluation
      of Disclosure Controls and Procedures**





Our
      disclosure controls and procedures
      are designed to ensure that information required to be disclosed in reports
      that
      we file or submit under the Securities Exchange Act of 1934 is recorded,
      processed, summarized and reported within the time periods specified in the
      rules and forms of the United States Securities and Exchange
      Commission.  Our Chief Executive Officer and Chief Financial Officer
      have reviewed the effectiveness of our “disclosure controls and procedures” (as
      defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f)
      as
      of the end of the period covered by this report and have concluded that the
      disclosure controls and procedures are effective to ensure that material
      information relating to the Company is recorded, processed, summarized, and
      reported in a timely manner.  There were no significant changes in our
      internal controls or in other factors that could significantly affect these
      controls subsequent to the last day they were evaluated by our Chief Executive
      Officer and Chief Financial Officer.





**Changes
      in Internal Controls over Financial Reporting**





There
      are been no changes in the
      Company’s internal control over financial reporting during the last quarterly
      period covered by this report that have materially affected, or are reasonably
      likely to materially affect, the Company’s internal control over financial
      reporting.








**PART
                II - OTHER INFORMATION**





**ITEM
      1.  LEGAL PROCEEDINGS**





None.





**ITEM
      2.  CHANGES IN SECURITIES**





None.





**ITEM
      3.  DEFAULTS UPON SENIOR SECURITIES**





None/Not
      Applicable.





**ITEM
                4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
                HOLDERS**





None/Not
      Applicable.








**ITEM
      5.  OTHER INFORMATION**





None.


13


**ITEM
      6.  EXHIBITS AND REPORTS ON FORM 8-K**





(a)
            EXHIBITS





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





Exhibit
      No.                                Exhibit







3
            Articles
                of Incorporation (1) 3.2
            Bylaws
              (1) 3.1
            Amended
                Articles of Incorporation (1)


31
            Certification
                Pursuant to Section 302 of the Sarbanes-Oxley Act of
                2002.


32
            Certification
                Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.





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





(1)           Incorporated
      herein by reference.











14





**SIGNATURES**





In
      accordance with the requirements of
      the Exchange Act, the registrant caused this report to be signed on its behalf
      by the undersigned, thereunto duly authorized.





Penn-Pacific
      Corp.














/s/
      Rose Fischer


Rose
      Fischer


President


(Principal
      Executive & Accounting Officer)





October
      16, 2007





15