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: June 30, 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:  August  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 June 30, 2000 and September 30,
1999,  and the related  statements  of  operations  for the three and nine month
periods ended June 30, 2000 and 1999,  and cash flows for the nine month periods
ended June 30, 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
August 11, 2000




                                        2

<PAGE>



                            PENN PACIFIC CORPORATION
                          (A Development Stage Company)
                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                        June 30,     September 30,
                                                      ------------  --------------
                                                          2000           1999
                                                      ------------   ------------
<S>                                                   <C>            <C>
ASSETS .............................................  $       --     $       --
                                                      ============   ============


LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Accounts payable .................................        21,489   $     16,309
  Accrued expenses .................................        21,609         16,775
 Notes payable - stockholders ......................         3,000          3,000
                                                      ------------   ------------

          Total Liabilities ........................        46,098         36,084
                                                      ------------   ------------

Stockholders' Equity
Preferred  stock (par value $1.00),  50,000
  shares  authorized,  no shares issued
  at June 30, 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
 June 30, 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 .......      (100,104)       (90,090)
                                                      ------------   ------------

          Total Stockholders' Equity ...............       (46,098)       (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 Nine Months    Since
                                       Ended                      Ended         Inception of
                                      June 30,                   June 30,        Development
                               ----------------------    ----------------------
                                  2000          1999          2000        1999       Stage
                              -----------   -----------   -----------   ---------  ---------
<S>                           <C>           <C>           <C>           <C>        <C>
Revenues ...................  $      --     $      --     $      --     $    --    $    --
                              -----------   -----------   -----------   ---------  ---------

Expenses
  Selling, general and
     administrative expenses        1,260         5,235         6,210       8,285     32,734
                              -----------   -----------   -----------   ---------  ---------

Operating Loss .............       (1,260)       (5,235)       (6,210)     (8,285)   (32,734)

Other income (expense):
   Interest expense ........       (1,397)         (244)       (3,803)     (2,278)   (59,184)

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

Loss before taxes ..........       (2,657)       (5,479)      (10,013)    (10,563)  (100,104)
Income taxes ...............         --            --            --          --         --
                              -----------   -----------   -----------   ---------  ---------

       Net Loss ............  $    (2,657)  $    (5,479)  $   (10,013)  $ (10,563) $(100,104)
                              ===========   ===========   ===========   =========  =========
Per Share Amounts
Net Loss ...................  $      --     $     (0.01)  $     (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 Nine Months Ended   Inception of
                                                         June 30,         Development
                                                    -------------------
                                                     2000        1999        Stage
                                                    --------   ---------   ----------
Cash Flows from Operating Activities:
<S>                                                 <C>        <C>         <C>
  Cash paid to suppliers and employees ...........  $   --     $  (3,000)  $     --
                                                    --------   ---------   ----------
Reorganization Items:
     Chapter 11 administrative fees ..............      --         7,000
                                                    --------   ---------   ----------
        Net cash used in operating activities ....      --        (3,000)      (7,000)
                                                    --------   ---------   ----------
Cash Flows from Investing Activities: ............      --          --           --
                                                    --------   ---------   ----------
Cash Flows from Financing Activities:
    Proceeds from common stock ...................     2,000
    Issuance of notes payable stockholders .......      --         3,000        5,000
                                                    --------   ---------   ----------
         Net cash provided by financing activities      --         3,000        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 .........................................  $(10,013)  $ (10,563)  $ (100,104)
Adjustments used to reconcile net loss to Net
cash used in operating activities:
Common stock issued for expenses .................      --          --        114,226
Increase in accounts payable .....................     5,180       3,506       21,489
Increase (decrease) accrued expenses .............     4,833       4,057       17,427
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 ............  $   --     $  (3,000)  $   (7,000)
                                                    ========   =========   ==========
</TABLE>




                 See accompanying notes and accountants' report.


                                        5

<PAGE>



                            PENN PACIFIC CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED JUNE 30, 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 June 30, 2000 and for the
three and nine 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 and
nine  months.   Operating  results  for  interim  periods  are  not  necessarily
indicative of the results which can be expected for full years.

Organization and Basis of Presentation

           The Company was incorporated  under the laws of the state of Delaware
on May 18, 1971. From 1979 to 1991 the primary  business of Penn Pacific and its
subsidiaries  was the  acquisition,  exploration,  development,  production  and
operation of oil and gas properties.  Penn Pacific has been inactive since 1991.
The Company filed a voluntary petition of reorganization under Chapter 11 of the
United  States  Bankruptcy  Code on January 27, 1994.  On January 13, 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 NINE MONTHS ENDED JUNE 30, 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>


                       Nine Months Ended                     Nine Months Ended
                         June 30, 2000                        June 30, 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  $   (10,013)   1,032,619 $   (0.01)   $   (10,563)     1,032,619 $   (0.01)
               =========== ============ =========    ===========  ============= =========


                        Three Months Ended                    Three Months Ended
                          June 30, 2000                          June 30, 1999
               ----------------------------------    ------------------------------------
                              Number     Loss                       Number       Loss
                                of        Per                         of          Per
                  Loss        Shares     Share          Loss        Shares       Share
               (numerator) (denominator)             (numerator) (denominator)
               ----------- ------------ ---------    -----------  ------------- ---------
Loss to Common
 Shareholders  $    (2,657)   1,032,619 $    --      $    (5,479)     1,032,619 $   (0.01)
               =========== ============ =========    ===========  ============= =========
</TABLE>



                                        7

<PAGE>



                            PENN PACIFIC CORPORATION
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                FOR THE NINE MONTHS ENDED JUNE 30, 2000 AND 1999
                                   (Continued)


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

Reclassification

           Certain  reclassifications  have  been  made  in the  1999  financial
statements to conform with the June 30, 2000 presentation.

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

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 June 30, 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 June 30, 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:   August 12, 2000                           By:  /s/
     ------------------------                         ----
                                                 James O'Brien, CEO/President
                                                 (Principal Financial and
                                                 Accounting Officer)










                                       11