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, 2006
                ------------------------------------------------

             [ ] 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              (IRS Employer
         of incorporation or organization)           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). Yes X ; No







<PAGE>



                      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:  June 26, 2007  1,168,698


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









































<PAGE>



PART I


ITEM 1.  FINANCIAL STATEMENTS


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

<TABLE>
<CAPTION>
                                                                                (Unaudited)
                                                                                December 31,       September 30,
                                                                                    2006                2006
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
Assets:                                                                      $                -  $                -
                                                                             ==================  ==================

Liabilities:
   Accounts Payable                                                                           -                   -
   Advances from shareholder                                                             47,913              47,913
                                                                             ------------------  ------------------
       Total Liabilities                                                                 47,913              47,913
                                                                             ------------------  ------------------

Stockholders' Equity:
  Preferred Stock, Par value $.0001
     Series A, Authorized 10,000,000 shares, None issued                                      -                   -
     Series B, authorized 9,990,000 shares, None issued                                       -                   -
     Series C, Authorized 10,000 shares, None issued                                          -                   -
  Common Stock, Par value $.00001
    Authorized 500,000,000 shares,
    Issued 1,168,698 Shares at December 31, 2006 and
    September 30, 2005                                                                       12                  12
  Paid-In Capital                                                                    35,811,071          35,811,071
  Retained Deficit                                                                  (35,735,362)        (35,735,362)
  Deficit Accumulated During the
    Development Stage                                                                  (123,634)           (123,634)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                         (47,913)            (47,913)
                                                                             ------------------  ------------------

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






                             See accompanying notes


<PAGE>



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

<TABLE>
<CAPTION>
                                                                         Cumulative
                                                                            since
                                   January 13,
                                                                            1997
                                    For the three months ended          inception of
                                           December 31,                  development
                              --------------------------------------
                                     2006                2005               stage
                              -------------------  -----------------  -----------------
<S>                           <C>                  <C>                <C>
Revenues:                     $                 -  $               -  $               -

Expenses:                                       -              1,500           (123,634)
                              -------------------  -----------------  -----------------

     Net Loss                 $                 -  $          (1,500) $        (123,634)
                              ===================  =================  =================

Basic &
Diluted loss
 per share                    $                 -  $               -
                              ===================  =================

Weighted Average
Shares Outstanding                      1,168,698          1,168,698
                              ===================  =================
</TABLE>




















                             See accompanying notes


<PAGE>



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

<TABLE>
<CAPTION>
                                                                                                     Cumulative
                                                                                                   since January
                                                                                                      13, 1997
                                                               For the three months ended           Inception of
                                                                      December 31,                  Development
                                                          -------------------------------------
                                                                2006                2005               Stage
                                                          -----------------  ------------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                       <C>                <C>                 <C>
Net Loss                                                  $               -  $           (1,500) $         (123,634)
Common Stock issued for expenses                                          -                   -              21,717
Increase (Decrease) in Accounts Payable                                   -               1,500                   -
Increase (Decrease) in Advances
  from shareholder                                                        -                                  47,913
Increase (Decrease) in Accrued Expenses                                   -                   -              54,004
                                                          -----------------  ------------------  ------------------
  Net Cash Used in operating activities                                   -                   -                   -
                                                          -----------------  ------------------  ------------------

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

CASH FLOWS FROM FINANCING
ACTIVITIES:
Net Cash Provided by
  Financing Activities                                                    -                   -                   -
                                                          -----------------  ------------------  ------------------

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

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

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

                             See accompanying notes


<PAGE>



                               PENN-PACIFIC CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2006 AND 2005
                                   (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 December 31, 2006 and for the
three  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 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, 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.




<PAGE>



                               PENN-PACIFIC CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED DECEMBER 31, 2006 AND 2005 (Continued)
                                   (Unaudited)

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

Nature of Business

         The Company has no products or services as of December  31,  2006.  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:


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

                                                               For the three months ended December 31, 2006
BASIC LOSS PER SHARE
<S>                                                     <C>                           <C>        <C>
Loss to common shareholders                             $                -            1,168,698  $                -
                                                        ==================  ===================  ==================

                                                               For the three months ended December 31, 2005
BASIC LOSS PER SHARE
Loss to common shareholders                             $           (1,500)           1,168,698  $                -
                                                        ==================  ===================  ==================
</TABLE>


         The  effect  of   outstanding   common  stock   equivalents   would  be
anti-dilutive for December 31, 2006 and 2005 and are thus not considered.  There
are no common stock equivalents outstanding at December 31, 2006 and 2005.




<PAGE>



                               PENN-PACIFIC CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED DECEMBER 31, 2006 AND 2005 (Continued)
                                   (Unaudited)

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

Recent Accounting Standards

         In June,  2006 the FASB issued FIN 48,  "Accounting  for Uncertainty in
Income Taxes--an  interpretation of FASB Statement No. 109". This Interpretation
clarifies,  among other things,  the accounting for  uncertainty in income taxes
recognized in an  enterprise's  financial  statements  in  accordance  with FASB
Statement No. 109, Accounting for Income Taxes. This Interpretation prescribes a
recognition  threshold and  measurement  attribute  for the financial  statement
recognition and measurement of a tax position taken or expected to be taken in a
tax  return.  This  Interpretation  also  provides  guidance  on  derecognition,
classification,   interest  and  penalties,   accounting  in  interim   periods,
disclosure,  and  transition.  FIN 48,  Accounting  for  Uncertainty  in  Income
Taxes--an  interpretation  of FASB  Statement  No. 109, is effective  for fiscal
years  beginning after December 15, 2006.  Earlier  application is encouraged if
the  enterprise  has not yet  issued  financial  statements,  including  interim
financial statements, in the period the Interpretation is adopted. Management is
evaluating the financial impact of this pronouncement.

         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 September 2006, the staff of the Securities and Exchange  Commission
issued Staff Accounting Bulletin No. 108 ("SAB 108") which provides interpretive
guidance  on how  the  effects  of the  carryover  or  reversal  of  prior  year
misstatements  should be considered in quantifying a current year  misstatement.
SAB 108 becomes effective in fiscal 2007. Management is evaluating the financial
impact of this pronouncement.

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.



<PAGE>




                               PENN-PACIFIC CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED DECEMBER 31, 2006 AND 2005 (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  December  31,  2006,  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  December  31,  2006 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.





<PAGE>




                               PENN-PACIFIC CORP.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
        FOR THE THREE MONTHS ENDED DECEMBER 31, 2006 AND 2005 (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.



<PAGE>



PLAN OF OPERATIONS

         The Company has no products or services as of December  31,  2006.  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 three months ended
December  31, 2006 or 2005  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 three months  ended  December
31, 2006 or 2005  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 three month period  ended  December 31, 2006 and $1,500
for the same period in 2005.

CAPITAL RESOURCES AND LIQUIDITY

         At December 31, 2006,  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,  2005.  The  Company  had a net  capital  deficit of  $123,634 at
December 31, 2006 and 2005.

         Net stockholders' deficit in the Company was $47,913 as of December 31,
2006 and $47,913 at 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 has been


<PAGE>



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 about Fair Value of Financial Instruments." SFAS 159


<PAGE>



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

         The Company's Chief Executive  Officer and Chief Financial  Officer are
responsible for establishing and maintaining  disclosure controls and procedures
for the Company.

(a)      Evaluation of Disclosure Controls and Procedures

         As of the end of the period covered by this report, the Company carried
         out an evaluation,  under the supervision and with the participation of
         the Company's  management,  including the Company's  President,  of the
         effectiveness  of the design and operation of the Company's  disclosure
         controls and  procedures  pursuant to Rule 13a-15 under the  Securities
         Exchange Act of 1934, as amended (the "Exchange  Act").  Based upon the
         evaluation,  the Company's  President  concluded that, as of the end of
         the period,  the  Company's  disclosure  controls and  procedures  were
         effective in timely  alerting him to material  information  relating to
         the Company  required  to be  included in the reports  that the Company
         files and submits pursuant to the Exchange Act.

(b)      Changes in Internal Controls

         Based  on this  evaluation  as of  December  31,  2006,  there  were no
         significant  changes in the Company's  internal controls over financial
         reporting  or in any other  areas that could  significantly  affect the
         Company's  internal controls  subsequent to the date of his most recent
         evaluation, including any corrective actions with regard to significant
         deficiencies and material weaknesses.


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


<PAGE>




None.

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.





                                   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)

June 26, 2007