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: March 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 228
                           (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:  May 11,  2000  951,082
--------------------------

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



<PAGE>



                         PART I - FINANCIAL INFORMATION

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 March 31, 2000, and the related
statements  of  operations,  and cash flows for the three and six month  periods
then ended.  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
May 11, 2000

                                        2


<PAGE>



                            PENN PACIFIC CORPORATION
                          (A Development Stage Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                      March 31,       September 30,
                                                                             ------------------  ------------------
                                                                                    2000                1999
                                                                             ------------------  ------------------
<S>                                                                          <C>                 <C>
ASSETS                                                                       $                -  $                -

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts payable                                                                       19,518  $           16,309
  Accrued expenses                                                                       20,923              16,775
 Notes payable - stockholders                                                             3,000               3,000
                                                                             ------------------  ------------------
          Total Liabilities                                                              43,441              36,084
                                                                             ------------------  ------------------
Stockholders' Equity
Preferred  stock (par value  $1.00),  50,000,000  shares  authorized,  no shares
  issued at March 31, 2000 and
September 30, 1999                                                                            -                   -
Common stock to be issued                                                                 8,154               8,154
Common stock (par value $.10), 100,000,000 shares
  authorized, 951,082 shares issued and outstanding
 March 31, 2000 and September 30, 1999                                                   95,108              95,108
Capital in excess of par value                                                       35,686,105          35,686,105
Retained deficit                                                                    (35,735,361)        (35,735,361)
Deficit accumulated during development stage                                            (97,447)            (90,090)
                                                                             ------------------  ------------------
          Total Stockholders' Equity                                                    (43,441)            (36,084)
                                                                             ------------------  ------------------
          Total Liabilities and Stockholders' Equity                         $                -  $                -
                                                                             ==================  ==================

</TABLE>










                     See accompanying notes and accountants' report.

                                        3


<PAGE>



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

                                                                                                     Cumulative
                                      For the Three Months             For the Six Months              Since
                                             Ended                           Ended                  Inception of
                                           March 31,                       March 31,                Development
                                 ------------------------------ --------------------------------
                                      2000            1999           2000             1999             Stage
                                 -------------- --------------- ---------------  --------------- ------------------
<S>                              <C>            <C>             <C>              <C>             <C>
Revenues                         $            - $             - $             -  $             - $                -
                                 -------------- --------------- ---------------  --------------- ------------------
Expenses
  Selling, general and
     administrative expenses              4,950           3,050           4,950            3,050             31,474
                                 -------------- --------------- ---------------  --------------- ------------------
Operating Loss                           (4,950)         (3,050)         (4,950)          (3,050)           (31,474)
Other income (expense):
   Interest expense                      (1,277)         (1,026)         (2,406)          (2,034)           (57,787)
Reorganization items:
   Administrative fees                        -               -               -                -             (8,186)
                                 -------------- --------------- ---------------  --------------- ------------------
Loss before taxes                        (6,227)         (4,076)         (7,356)          (5,084)           (97,447)
Income taxes                                  -               -               -                -                  -
                                 -------------- --------------- ---------------  --------------- ------------------
       Net Loss                  $       (6,227)$        (4,076)$        (7,356) $        (5,084)$          (97,447)
                                 ============== =============== ===============  =============== ==================

Per Share Amounts
Net Loss                         $       (0.01) $               $-       (0.01)  $                -
                                 ============== =============== ===============  ===============
Weighted Average Shares
Outstanding                           1,032,619       1,032,619       1,032,619        1,032,619

</TABLE>










                 See accompanying notes and accountants' report.

                                        4


<PAGE>



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

                                                                                                     Cumulative
                                                                                                       Since
                                                                 For the Six Months Ended           Inception of
                                                                        March 31,                   Development
                                                          -------------------------------------
                                                                       2000                1999        Stage
                                                          -----------------  ------------------  ------------------
<S>                                                      <C>               <C>                  <C>
Cash Flows from Operating Activities:
  Cash paid to suppliers and employees                    $               -   $               -  $                -
                                                          -----------------  ------------------  ------------------
Reorganization Items:
     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                                                  $          (7,356) $           (5,084) $          (97,447)
Adjustments used to reconcile net loss to Net
cash used in operating activities:
Common stock issued for expenses                                          -                   -             114,226
Increase in accounts payable                                          3,208               1,028              19,519
Increase (decrease) accrued expenses                                  4,148               4,056              16,740
Decrease in Notes Payable stockholders                                    -                   -              (2,000)
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 SIX MONTHS ENDED MARCH 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 March 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.

                                        6


<PAGE>



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

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

Net Loss per Common Share

         The effect of outstanding common stock equivalents are antidilutive for
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>

                                         Six Months Ended                                  Six Months Ended
                                          March 31, 2000                                    March 31, 1999
                          -----------------------------------------------   -----------------------------------------------
                                               Number           Loss                             Number           Loss
                                                 of              Per                               of              Per
                               Loss            Shares           Share            Loss            Shares           Share
                              (numerator)      (denominator)                    (numerator)      (denominator)
                          -------------- ------------------ -------------   --------------  ----------------- -------------
<S>                      <C>              <C>              <C>             <C>               <C>             <C>
Loss to Common
 Shareholders             $       (7,356)         1,032,619 $      (0.01)           (5,084)         1,032,619 $           -
                          ============== ================== =============   ==============  ================= =============
</TABLE>


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 SIX MONTHS ENDED MARCH 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 March 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 March 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 12, 2000                        By:  /s/
     ---------------------                      -----------------------------
                                                 James O'Brien, CEO/President
                                                   (Principal Financial and
                                                    Accounting Officer)










                                       11


<PAGE>