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,
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


1


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: February 14,
2008     1,668,698





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)December
      31,
            
            
            September
      30,2007
            
            
            2007Assets:
            
            $
            -
            
            
            $
            -Liabilities:Accounts
      Payable
            
            
            -
            
            
            
            20,000Advances
      from shareholder
            
            
            48,188
            
            
            
            48,188Total
      Liabilities
            
            
            48,188
            
            
            
            68,188Stockholders'
      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
      1,668,698 Shares at December 31, 2007 and1,168,698
      at September 30, 2006
            
            
            17
            
            
            
            12Paid-In
      Capital
            
            
            35,831,066
            
            
            
            35,811,071Retained
      Deficit
            
            
            (35,735,362
            )
            
            
            (35,735,362
            )Deficit
      Accumulated During theDevelopment
      Stage
            
            
            (143,909
            )
            
            
            (143,909
            )Total
      Stockholders' Equity
            
            
            (48,188
            )
            
            
            (68,188
            )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
                
                
                inception
      ofDecember
      31,
                
                
                development2007
                
                
                2006
                
                
                stageRevenues:
                
                $
                -
                
                
                $
                -
                
                
                $
                -Expenses:
                
                
                -
                
                
                
                -
                
                
                
                (143,909
                )Net
      Loss
                
                $
                -
                
                
                
                -
                
                
                $
                (143,909
                )Basic
      &Diluted
      lossper
      share
                
                $
                -
                
                
                $
                -Weighted
      AverageShares
      Outstanding
                
                
                1,518,698
                
                
                
                1,168,698





See
accompanying notes


4


PENN-PACIFIC
CORP.


(A Development Stage
Company)


STATEMENTS OF CASH
FLOWS


(Unaudited)




Cumulativesince
      January 13, 1997For
      the three months ended
              
              
              Inception
      ofDecember
      31,
              
              
              Development2007
              
              
              2006
              
              
              StageCASH FLOWS FROM OPERATINGACTIVITIES:Net
      Loss
              
              $
              -
              
              
              $
              -
              
              
              $
              (143,909
              )Common
      Stock issued for expenses
              
              
              -
              
              
              
              -
              
              
              
              41,717Increase
      (Decrease) in Accounts Payable
              
              
              -
              
              
              
              -
              
              
              
              -Increase
      (Decrease) in Advancesfrom
      shareholder
              
              
              -
              
              
              
              
              
              
              
              48,188Increase
      (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 FINANCING ACTIVITIES:
None




See
accompanying notes


5


PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


FOR THE THREE MONTHS ENDED
DECEMBER 31, 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 December 31, 2007 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.


6


PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


FOR THE THREE MONTHS ENDED
DECEMBER 31, 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 December 31, 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:


Per-ShareIncome
            
            
            Shares
            
            
            Amount(Numerator)
            
            
            (Denominator)For the three months ended December 31,
      2007Basic
      Loss per ShareLoss
      to common shareholders
            
            $
            -
            
            
            
            1,518,698
            
            
            $
            -For the three months ended December 31,
      2006Basic
      Loss per ShareLoss
      to common shareholders
            
            $
            -
            
            
            
            1,168,698
            
            
            $
            -





The effect of outstanding common stock
equivalents would be anti-dilutive for December 31, 2007 and 2006 and are thus
not considered.  There are no common stock equivalents
outstanding  at December 31, 2007 and 2006.


7


PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


FOR THE THREE MONTHS ENDED
DECEMBER 31, 2007 AND 2006 (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.


8


PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


FOR THE THREE MONTHS ENDED
DECEMBER 31, 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 December 31, 2007, the Company
had a net operating loss carryforward for income tax reporting purposes of
approximately $143,000 that may be offset against future taxable income through
2027.  Current tax laws limit the amount of loss available to be
offset against future taxable income when a substantial change in ownership
occurs.  Therefore, the amount available to offset future taxable
income may be limited.  No tax benefit has been reported in the
financial statements, because the Company believes there is a 50% or greater
chance the 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, 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 THREE MONTHS ENDED
DECEMBER 31, 2007 AND 2006 (Continued)


(Unaudited)





NOTE 5 - CHANGES IN COMMON
AND PREFERRED STOCK





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








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 December 31, 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 three months ended December 31, 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 three months ended December 31, 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 three month
period ended December 31, 2007 and 2006.





Capital
Resources and Liquidity





At December 31, 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, 2007.





Net stockholders’ deficit in the
Company was $48,188 as of December 31, 2007 and $68,188 at September 30,
2007.





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.





11


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





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


12


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.








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, 2007, 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.





13


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.





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.
            Exhibit3
            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)





February
14, 2008