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

                                   Form 10-QSB

Mark One)

[x]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                For the quarterly period ended: December 31, 2000

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

           For the transition period from            To

             Commission file number 0-730
                                    -----

                            PENN-PACIFIC CORPORATION.
                            -------------------------
        (Exact name of small business issuer as specified in its charter)

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

             4525 W. Hacienda Ave, Ste 12H, Las Vegas, Nevada 89118
             ------------------------------------------------------
                    (Address of principal executive offices)

                             (800) 868-7233 ext 225
                             -----------------------
                           (Issuer's telephone number)

                      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:  April 20,  2001  1,168,698


     Transitional Small Business  Disclosure Format (check one). Yes ; No X ----










                                        1

<PAGE>



                                     PART I


Item 1.  Financial Statements



                         INDEPENDENT ACCOUNTANT'S REPORT


Penn-Pacific Corporation
(A Development Stage Company)


     We  have  reviewed  the   accompanying   balance  sheets  of   Penn-Pacific
Corporation (a development  stage company) as of December 31, 2000 and September
30, 2000, and the related statements of operations, and cash flows for the three
month period ended December 31, 2000 and 1999.  These  financial  statements are
the responsibility of the Company's management.

     We conducted our review in accordance  with  standards  established  by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.

     Based on our review,  we are not aware of any material  modifications  that
should  be made  to the  accompanying  financial  statements  for  them to be in
conformity with generally accepted accounting principles.

                                         Respectfully submitted



                                         /s/ ROBISON, HILL & CO.
                                         Certified Public Accountants

Salt Lake City, Utah
April 23, 2001






                                        2

<PAGE>



                            PENN PACIFIC CORPORATION
                          (A Development Stage Company)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>



                                                        December 31,  September 30,
                                                       ------------   ------------
                                                          2000           2000
                                                       ------------   ------------
<S>                                                    <C>            <C>
ASSETS ..............................................  $       --     $       --
                                                       ============   ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts payable ..................................  $     25,461   $     24,671
  Accrued expenses ..................................        23,028         22,341
 Notes payable - stockholders .......................         1,814          1,814
                                                       ------------   ------------

          Total Liabilities .........................        50,303         48,826
                                                       ------------   ------------

Stockholders' Equity
Preferred  stock (par value $1.00),
  50,000,000 shares  authorized,
  no shares issued at December 31, 2000
  and September 30, 2000 ............................          --             --
Common stock to be issued ...........................         8,154          8,154
Common stock (par value $.10), 100,000,000 shares
  authorized, 1,168,698 shares issued and outstanding
  December 31, 2000 and September 30, 2000 ..........       116,870        116,870
Capital in excess of par value ......................    35,686,059     35,686,059
Retained deficit ....................................   (35,735,361)   (35,735,361)
Deficit accumulated during development stage ........      (126,025)      (124,548)
                                                       ------------   ------------

          Total Stockholders' Equity ................       (50,303)       (48,826)
                                                       ------------   ------------

          Total Liabilities and Stockholders' Equity   $       --     $       --
                                                       ============   ============


</TABLE>



                 See accompanying notes and accountants' report.







                                        3

<PAGE>



                            PENN PACIFIC CORPORATION
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS




                                                                    Cumulative
                                                                    Since
                                                                    January 13,
                                                                    1997
                                         For the Three Months Ended Inception of
                                               December 31,         Development
                                         --------------------------
                                             2000          1999       Stage
                                          -----------   -----------   ---------
Revenues ...............................  $      --     $      --     $    --
                                          -----------   -----------   ---------

Expenses
  Selling, general
  and administrative expenses ..........         --            --        55,679
                                          -----------   -----------   ---------

Operating Loss .........................         --            --       (55,679)

Other income (expense):
   Interest expense ....................       (1,477)       (1,129)    (62,160)

Reorganization items:
   Administrative fees .................         --            --        (8,186)
                                          -----------   -----------   ---------

Loss before taxes ......................       (1,477)       (1,129)   (126,025)
Income taxes ...........................         --            --          --
                                          -----------   -----------   ---------

       Net Loss ........................   $(1,477) $        (1,129)  $(126,025)
                                          ===========   ===========   =========


Per Share Amounts
Net Loss ...............................  $      --     $      --
                                          ===========   ===========

Weighted Average Shares Outstanding ....    1,168,698     1,032,619









                 See accompanying notes and accountants' report.

                                        4

<PAGE>



                            PENN PACIFIC CORPORATION
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                              Cumulative
                                                                              Since January
                                                                              13, 1997
                                               For the Three Months Ended     Inception of
                                                         December 31,         Development
                                                     ----------------------
                                                        2000       1999       Stage
                                                     -----------  ---------   ---------
Cash Flows from Operating Activities:
 Reorganization Items:
<S>         <C>                                      <C>          <C>         <C>
    Chapter 11 administrative fees ...........       $      --    $    --     $  (7,000)
                                                     -----------  ---------   ---------
      Net cash used in operating activities ..              --         --        (7,000)
                                                     -----------  ---------   ---------

Cash Flows from Investing Activities: ........              --         --          --
                                                     -----------  ---------   ---------

Cash Flows from Financing Activities:
 Proceeds from common stock ..................              --         --         2,000
 Issuance of notes payable-stockholders ......              --         --         5,000
                                                     -----------  ---------   ---------
     Net cash provided by financing activities              --         --         7,000
                                                     -----------  ---------   ---------

Net change in cash and cash equivalents ......              --         --          --
Cash and cash equivalents at beginning of year              --         --          --
                                                     -----------  ---------   ---------

Cash and cash equivalents at end of year .....       $       --    $    --     $    --
                                                     ===========  =========   =========

Reconciliation of Net Loss to Net Cash
 Used in Operating Activities:
Net loss .....................................       $    (1,477) $  (1,129)  $(126,025)
Adjustments used to reconcile net loss to Net
cash used in operating activities:
Common stock issued for expenses .............              --         --       134,757
Increase in accounts payable .................               790        626      25,461
Increase (decrease) accrued expenses .........               687        503      18,845
Common stock issued for notes payable ........              --         --         1,186
Decrease in notes payable - stockholders .....              --         --        (3,186)
Decrease in liabilities not subject to
compromise:
    Administrative fees ......................              --         --       (52,181)
Decrease in liabilities subject to compromise:
    Priority claims ..........................              --         --        (4,277)
    Unsecured non-priority claims ............              --         --        (1,580)
                                                     -----------  ---------   ---------

Net cash used in operating activities ........       $      --    $    --     $  (7,000)
                                                     ===========  =========   =========
</TABLE>
                 See accompanying notes and accountants' report.

                                        5

<PAGE>



                            PENN PACIFIC CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999

NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES

     This  summary  of  accounting  policies  for Penn  Pacific  Corporation  is
presented to assist in  understanding  the Company'  financial  statements.  The
accounting policies conform to generally accepted accounting principles and have
been consistently applied in the preparation of the financial statements.

Interim Reporting

     The  unaudited  financial  statements  as of December  31, 2000 and for the
three months 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 three  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, 1998,  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.

Nature of Business

     The Company intends to acquire interests in various business opportunities,
which in the opinion of management will provide a profit to the Company.

Cash Equivalents

     For the purpose of reporting cash flows, the Company considers all
highly liquid debt  instruments  purchased with 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

                                        6

<PAGE>



                            PENN PACIFIC CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES (continued)
--------------------------------------------------------------------

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.

Net Loss per Common Share

     The effect of outstanding common stock equivalents are antidilutive for the
three months ended December 31, 2000 and 1999 and are thus not considered.

     The reconciliations of the numerators and denominators of the basic
EPS computations are as follows:
<TABLE>
<CAPTION>


                  For the Three Months Ended               For the Three Months Ended
                      December 31, 2000                       December 31, 1999
                ---------------------------------    ------------------------------------
                             Number      Loss                     Number      Loss
                             of          Per                      of          Per
                  Loss       Shares      Share        Loss        Shares      Share
                 (numerator)(denominator)            (numerator) (denominator)
                ----------- ------------ --------    ---------- ------------- -----------
Loss to Common
<S>             <C>         <C>          <C>         <C>        <C>           <C>
 Shareholders   $    (1,477)   1,168,698 $   --      $   (1,129)    1,032,619 $      --
                =========== ============ ========    ========== ============= ===========
</TABLE>

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

     The Company has accumulated tax losses estimated at $15,000,000 expiring in
years 2000 through 2013.  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


                                        7

<PAGE>



                            PENN PACIFIC CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999
                                   (Continued)

NOTE 3 - DEVELOPMENT STAGE

     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.

NOTE 4 - COMMITMENTS

     As of December  31, 2000 and 1999 all  activities  of the Company have been
conducted by  corporate  officers  from either their homes or business  offices.
Currently,  there are no  outstanding  debts owed by the  company for the use of
these facilities and there are no commitments for future use of the facilities.

NOTE 5 - 1 FOR 20 STOCK SPLIT

     On  February  23, 1998 the Board of  Directors  approved a 1 for 20 reverse
stock  split.  The  financial  statements  have been  retroactively  adjusted to
reflect the stock split as if it had happened  effective on the earliest  period
presented.























                                        8

<PAGE>



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

General  - This  discussion  should  be read in  conjunction  with  Management's
Discussion and Analysis of Financial  Condition and Results of Operations in the
Company's annual report for the year ended September 30, 2000.

Results of Operations - 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.

Liquidity and Capital Resources

     The  Company  requires  working  capital  principally  to fund its  current
operations.  There are no formal commitments from banks or other lending sources
for lines of credit or similar  short-term  borrowing,  but the Company has been
able to borrow any additional working capital that has been required.  From time
to time in the past,  required  short-term  borrowing  have been obtained from a
principal shareholder or other related entities.

     The Company will be required to generate  cash and other liquid assets with
proceeds from borrowing,  the sale of additional  securities,  or other sources.
There can be no  assurance  that any such  required  additional  funding will be
available  or, if available,  that it can be obtained on terms  favorable to the
Company.
















                                        9

<PAGE>




                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

     None.

Item 2.  Changes in Securities

     None.

Item 3.  Defaults Upon Senior Securities

     None.

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

     None.

Item 5.  Other Information

     None.

Item 6.  Exhibits and Reports on Form 8-K

     The Company did not file a report on Form 8-K during the three months ended
December 31, 2000.


                                       10

<PAGE>


                                   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 CORPORATION
                            ------------------------
                                  (Registrant)





DATE:   May 1, 2001                                 By:  /s/
     --------------------                                ----
                                                    James O'Brien, President
                                                    (Principal Financial and
                                                    Accounting Officer)


                                       11