UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





Form
10-Q





(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,
2008





[  ]           
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE


EXCHANGE
ACT





For the
transition period from __________to__________


Commission
file number  000-00730





Penn-Pacific
Corp.


(Exact
name of small business issuer as


specified
in its charter)





Nevada
            95-3227748(State
      or other jurisdiction
            (IRS
      Employerof
      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). YesX;
No





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: December 31,
2008  1,668,698





Transitional
Small Business Disclosure Format (check one).


Yes 
;  No X





PART
I





Item
1.  Financial Statements


PENN-PACIFIC CORP.(A Development Stage
    Company)BALANCE SHEETS(Unaudited)December
      31,
                                                                                  
                                                                                  
                                                                                  September
      30,2008
                                                                                  
                                                                                  
                                                                                  2008ASSETSTotal
      Current Assets
                                                                                  
                                                                                  $
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  -LIABILITIES
      & EQUITYCurrent
      Liabilites:Accounts
      Payable
                                                                                  
                                                                                  $
                                                                                  70
                                                                                  
                                                                                  
                                                                                  $
                                                                                  70Advances
      from shareholder
                                                                                  
                                                                                  
                                                                                  49,744
                                                                                  
                                                                                  
                                                                                  
                                                                                  49,744Total
      Current Liabilities
                                                                                  
                                                                                  
                                                                                  49,814
                                                                                  
                                                                                  
                                                                                  
                                                                                  49,814Total
      Liabilities
                                                                                  
                                                                                  
                                                                                  49,814
                                                                                  
                                                                                  
                                                                                  
                                                                                  49,814Stockholder's
      EquityPreferred
      Stock, Par value $.0001Series
      A, Authorized 10,000,000 shares, None issuedSeries
      B, Authorized 9,990,000 shares, None issuedSeries
      C, Authorized 10,000 shares, None issuedCommon
      Stock, Par value $.00001Authorized
      500,000,000 shares, Issued1,668,698
      Shares at December 31, 2008 andSeptember
      30, 2008
                                                                                  
                                                                                  
                                                                                  17
                                                                                  
                                                                                  
                                                                                  
                                                                                  17Additional
      Paid-In Capital
                                                                                  
                                                                                  
                                                                                  35,831,066
                                                                                  
                                                                                  
                                                                                  
                                                                                  35,831,066Retained
      Deficit
                                                                                  
                                                                                  
                                                                                  (35,735,362
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (35,735,362
                                                                                  )Deficit
      Accumulated During the Development Stage
                                                                                  
                                                                                  
                                                                                  (145,535
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (145,535
                                                                                  )Total
      Stockholder's Equity
                                                                                  
                                                                                  
                                                                                  (49,814
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (49,814
                                                                                  )TOTAL
      LIABILITIES AND STOCKHOLDER'S EQUITY
                                                                                  
                                                                                  $
                                                                                  -
                                                                                  
                                                                                  
                                                                                  $
                                                                                  -The
      accompanying notes are an integral part of these financial
      statements










PENN-PACIFIC
      CORP.(A
      Development Stage Company)STATEMENTS
      OF OPERATIONS(Unaudited)CumulativeSinceJanuary
      13,1997For
      the three months ended
                                                                                              
                                                                                              
                                                                                              (Inception
      ofDecember
      31,
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              
                                                                                              development2008
                                                                                              
                                                                                              
                                                                                              2007
                                                                                              
                                                                                              
                                                                                              stage)Revenues:
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -Expenses:
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              145,535Net
      Loss
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              (145,535
                                                                                              )Basic
      & Diluted Loss per Share
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -Weighted
      Average SharesOutstanding
                                                                                              
                                                                                              
                                                                                              1,668,698
                                                                                              
                                                                                              
                                                                                              
                                                                                              1,237,777The
      accompanying notes are an integral part of these financial
      statements











PENN-PACIFIC
      CORP.(A
      Development Stage Company)STATEMENT
      OF CASH FLOWS(Unaudited)CumulativeSinceJanuary
      13,1997For
      the three months ended
                                                                                                
                                                                                                
                                                                                                (Inception
      ofDecember
      31,
                                                                                                
                                                                                                
                                                                                                
                                                                                                
                                                                                                
                                                                                                Development2008
                                                                                                
                                                                                                
                                                                                                2007
                                                                                                
                                                                                                
                                                                                                Stage)CASH FLOWS FROM OPERATINGACTIVITIES:Net
      Loss
                                                                                                
                                                                                                $
                                                                                                -
                                                                                                
                                                                                                
                                                                                                $
                                                                                                -
                                                                                                
                                                                                                
                                                                                                $
                                                                                                (145,535
                                                                                                )Common
      Stock issued for expenses
                                                                                                
                                                                                                
                                                                                                -
                                                                                                
                                                                                                
                                                                                                
                                                                                                -
                                                                                                
                                                                                                
                                                                                                
                                                                                                41,717Increase
      (Decrease) in Accounts Payable
                                                                                                
                                                                                                
                                                                                                -
                                                                                                
                                                                                                
                                                                                                
                                                                                                -
                                                                                                
                                                                                                
                                                                                                
                                                                                                70Increase
      (Decrease) in Accrued Expenses
                                                                                                
                                                                                                
                                                                                                -
                                                                                                
                                                                                                
                                                                                                
                                                                                                -
                                                                                                
                                                                                                
                                                                                                
                                                                                                54,004Net
      Cash Used in Operating Activities
                                                                                                
                                                                                                
                                                                                                -
                                                                                                
                                                                                                
                                                                                                
                                                                                                -
                                                                                                
                                                                                                
                                                                                                
                                                                                                (49,744
                                                                                                )CASH FLOWS FROM INVESTINGACTIVITIESNet
      Cash Provided by Investing Activities
                                                                                                
                                                                                                
                                                                                                -
                                                                                                
                                                                                                
                                                                                                
                                                                                                -
                                                                                                
                                                                                                
                                                                                                
                                                                                                -CASH FLOWS FROM FINANCINGACTIVITIES:Advances
      from shareholders
                                                                                                
                                                                                                
                                                                                                -
                                                                                                
                                                                                                
                                                                                                
                                                                                                -
                                                                                                
                                                                                                
                                                                                                
                                                                                                49,744Net
      Cash Provided by Financing Activities
                                                                                                
                                                                                                
                                                                                                -
                                                                                                
                                                                                                
                                                                                                
                                                                                                -
                                                                                                
                                                                                                
                                                                                                
                                                                                                49,744Net
      (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
      Taxes
                                                                                                
                                                                                                $
                                                                                                -
                                                                                                
                                                                                                
                                                                                                $
                                                                                                -
                                                                                                
                                                                                                
                                                                                                $
                                                                                                -SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
      FINANCING ACTIVITIES: NoneThe
      accompanying notes are an integral part of these financial
      statements





PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


(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 on the basis of accounting
principles applicable to a “going concern”, which assume that Penn-Pacific Corp.
(hereto referred to as the “Company”) will continue in operation for at least
one year and will be able to realize its assets and discharge its liabilities in
the normal course of operations.





The
Company has sustained substantial operating losses 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 operation and financial requirements provide them with the
opportunity for the Company to continue as a going concern.





These
financial statements do not reflect adjustments that would be necessary if the
Company were unable to continue as a “going concern”.  While
management believes that the actions already taken or planned, will mitigate the
adverse conditions and events which raise doubt about the validity of the “going
concern” assumption used in preparing these financial statements, there can be
no assurance that these actions will be successful.  If the Company
were unable to continue as a “going concern,” then substantial adjustments would
be necessary to the carrying values of assets, the reported amounts of its
liabilities, the reported revenues and expenses, and the balance sheet
classifications used.





Interim
Reporting





The
unaudited financial statements as of December 31, 2008 and for the three month
period then ended reflects, 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.  On April 8, 2006 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 re-domiciled in the Stage of
Nevada.  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.








PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS (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, 2008.  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.





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.





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.





Loss per
Share





Basic loss
per share has been computed by dividing the loss for the year applicable to the
common stockholders’ by the weighted average number of common shares outstanding
during the years.  The effect of outstanding common stock equivalents
would be anti-dilutive for December 31, 2008 and 2007 and are thus not
considered.  There are no common equivalent shares outstanding at
December 31, 2008 and 2007.





Financial
Instruments





The
Company’s financial liabilities consist of accounts payable. Except as otherwise
noted, it is management’s opinion that the Company is not exposed to significant
interest or credit risks arising from these financial instruments. The fair
values of these financial instruments approximate their carrying values due to
the sort-term maturities of these instruments.





Income
Taxes





The
Company accounts for income taxes under the provisions of SFAS No.109,
“Accounting for Income Taxes.”  SFAS No.109 requires recognition of
deferred income tax assets and liabilities for the expected future income tax
consequences, based on enacted tax laws, of temporary differences between the
financial reporting and tax bases of assets and liabilities.





Reclassification





Certain
reclassifications have been made in the 2007 financial statements to conform to
the September 30, 2008 presentation.





PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS (Continued)


(Unaudited)





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





Stock-Based
Compensation





Effective
January 1, 2006, the company adopted the provisions of SFAS No. 123 (R)
requiring employee equity awards to be accounted for under the fair value
method. Accordingly, share-based compensation is measured at grant date, based
on the fair value of the award. Prior to June 1, 2006, the company accounted for
awards granted to employees under its equity incentive plans under the intrinsic
value method prescribed by Accounting Principles Board (APB) Opinion No. 25,
“Accounting for Stock Issued to Employees” (APB 25), and related
interpretations, and provided the required pro forma disclosures prescribed by
SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), as
amended. No stock options were granted to employees during the years ended
September 30, 2008, and 2007 and accordingly, no compensation expense was
recognized under APB No. 25 for the years ended September 30, 2008, and 2007. In
addition, no compensation expense is recognized under provisions of SFAS No. 123
(R) with respect to employees as no stock options where granted to
employees.





Under the
modified prospective method of adoption for SFAS No. 123 (R), the compensation
cost recognized by the company beginning on June 1, 2006 includes (a)
compensation cost for all equity incentive awards granted prior to, but not
vested as of June 1, 2006, based on the grant-dated fair value estimated in
accordance with the original provisions of SFAS No. 123, and (b) compensation
cost for all equity incentive awards granted subsequent to June 1, 2006, based
on the grant-date fair value estimated in accordance with the provisions of SFAS
No, 123 (R). The company uses the straight-line attribution method to recognize
share-based compensation costs over the service period of the award. Upon
exercise, cancellation, forfeiture, or expiration of stock options, or upon
vesting or forfeiture of restricted stock units, deferred tax assets for options
and restricted stock units with multiple vesting dates are eliminated for each
vesting period on a first-in, first-out basis as if each vesting period was a
separate award. To calculate the excess tax benefits available for use in
offsetting future tax shortfalls as of the dated of implementation, the company
followed the alternative transition method discussed in FASB Staff Position No.
123 (R)-3.  During the periods ended December 31, 2008 and 2007, no
stock options were granted to non-employees. Accordingly, no stock-based
compensation expense was recognized for new stock option grants in the Statement
of Operations and Comprehensive Loss at December 31, 2008 and 2007.





Recent Accounting
Standards





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 is effective
for the Company as of the beginning of fiscal year 2008. The adoption of this
pronouncement is not expected to have an impact on the Company's financial
position, results of operations or cash flows.





PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS (Continued)


(Unaudited)





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





Recent Accounting Standards
(Continued)





In
December 2007, the FASB issued No. 160, “Noncontrolling Interests in Financial
Statements, an amendment of ARB No. 51" (“SFAS 160").  SFAS 160 amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.  This
Statement is effective for fiscal years beginning on or after December 15,
2008.  Early adoption is not permitted. Management is currently
evaluating the effects of this statement, but it is not expected to have any
impact on the Company’s financial statements.





In
December 2007, the FASB issued No. 141(R),  “Business Combinations”
(“SFAS 141(R)”.  SFAS 141(R) provides companies with principles and
requirements on how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, liabilities assumed, and any
noncontrolling interest in the acquiree as well as the recognition and
measurement of goodwill acquired in a business combination. SFAS 141(R) also
requires certain disclosures to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
Acquisition costs associated with the business combination will generally be
expensed as incurred. SFAS 141(R) is effective for business combinations
occurring in fiscal years beginning after December 15, 2008, which will require
the Company to adopt these provisions for business combinations occurring in
fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not
permitted.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.





In March
2008, the FASB issued No. 161, “Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133.  (“SFAS
161").  SFAS 161 requires enhanced disclosures about an entity's
derivative and hedging activities and thereby improves the transparency of
financial reporting.  This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. This Statement encourages, but does
not require, comparative disclosures for earlier periods at initial
adoption.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.





NOTE 2 - INCOME
TAXES





As of
September 30, 2008, the Company had a net operating loss carry forward for
income tax reporting purposes of approximately $145,500 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 carry-forwards will expire
unused.  Accordingly, the potential tax benefits of the loss
carry-forwards are offset by a valuation allowance of the same
amount.







2008
                
                
                2007Net
      Operating Losses
                
                $
                21,825
                
                
                $
                21,585Valuation
      Allowance
                
                
                (21,825
                )
                
                
                (21,585
                )$
                -
                
                
                $
                -








PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS (Continued)


(Unaudited)





NOTE 2 - INCOME TAXES
(Continued)





The
provision for income taxes differs from the amount computed using the federal US
statutory income tax rate as follows:





2008
                  
                  
                  2007Provision
      (Benefit) at US Statutory Rate
                  
                  $
                  240
                  
                  
                  $
                  3,040Increase
      (Decrease) in Valuation Allowance
                  
                  
                  (240
                  )
                  
                  
                  (3,040
                  )$
                  -
                  
                  
                  $
                  -





The
Company evaluates its valuation allowance requirements based on projected future
operations.  When circumstances change and causes a change in
management's judgment about the recoverability of deferred tax assets, the
impact of the change on the valuation is reflected in current
income.





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 – UNCERTAIN TAX
POSITIONS





Effective
January 1, 2007, the Company adopted the provisions of FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a
measurement attribute for the financial statement recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities. The adoption of the provisions of FIN 48
did not have a material impact on the company’s financial position and results
of operations. At January 1, 2007, the company had no liability for unrecognized
tax benefits and no accrual for the payment of related interest.





Interest
costs related to unrecognized tax benefits are classified as “Interest expense,
net” in the accompanying statements of operations. Penalties, if any, would be
recognized as a component of “Selling, general and administrative expenses”. The
Company recognized $0 of interest expense related to unrecognized tax benefits
during 2008.  In many cases the company’s uncertain tax positions are
related to tax years that remain subject to examination by relevant tax
authorities.





With few
exceptions, the company is generally no longer subject to U.S. federal, state,
local or non-U.S. income tax examinations by tax authorities for years before
2004. The following describes the open tax years, by major tax jurisdiction, as
of January 1, 2007:





United
      States (a)
            
            2000–
      Present





(a)
Includes federal as well as state or similar local jurisdictions, as
applicable.








PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS (Continued)


(Unaudited)





NOTE 5 -
COMMITMENTS





As of
December 31, 2008 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 6 – CHANGES IN COMMON
AND PREFERRED STOCK





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





NOTE 7 – RELATED PARTY
TRANSACTIONS





As of
December 31, 2008 and September 30, 2008, Rose Fischer, President and
shareholder of the Company, has advanced the Company $49,744 and
$49,744.








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.





Plan
of Operations





The
Company has no products or services as of December 31, 2008.  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,
2008 or 2007 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, 2008 or
2007 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 and $0 for the three month periods ended December 31, 2008 and
2007.





Capital
Resources and Liquidity





At
December 31, 2008, 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,
2008





Net
stockholders’ deficit in the Company was $49,814 as of December 31, 2008 and
$49,814 at September 30, 2008.





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 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
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 is effective
for the Company as of the beginning of fiscal year 2008. The adoption of this
pronouncement is not expected to have an impact on the Company's financial
position, results of operations or cash flows.








In
December 2007, the FASB issued No. 160, “Noncontrolling Interests in Financial
Statements, an amendment of ARB No. 51" (“SFAS 160").  SFAS 160 amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a
subsidiary.  It clarifies that a noncontrolling interest in a
subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.  This
Statement is effective for fiscal years beginning on or after December 15,
2008.  Early adoption is not permitted. Management is currently
evaluating the effects of this statement, but it is not expected to have any
impact on the Company’s financial statements.





In
December 2007, the FASB issued No. 141(R),  “Business Combinations”
(“SFAS 141(R)”.  SFAS 141(R) provides companies with principles and
requirements on how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, liabilities assumed, and any
noncontrolling interest in the acquiree as well as the recognition and
measurement of goodwill acquired in a business combination. SFAS 141(R) also
requires certain disclosures to enable users of the financial statements to
evaluate the nature and financial effects of the business combination.
Acquisition costs associated with the business combination will generally be
expensed as incurred. SFAS 141(R) is effective for business combinations
occurring in fiscal years beginning after December 15, 2008, which will require
the Company to adopt these provisions for business combinations occurring in
fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is not
permitted.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.





In March
2008, the FASB issued No. 161, “Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133.  (“SFAS
161").  SFAS 161 requires enhanced disclosures about an entity's
derivative and hedging activities and thereby improves the transparency of
financial reporting.  This Statement is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008, with early application encouraged. This Statement encourages, but does
not require, comparative disclosures for earlier periods at initial
adoption.  Management is currently evaluating the effects of this
statement, but it is not expected to have any impact on the Company’s financial
statements.




Item
3.  Quantitative and Qualitative Disclosures about Market
Risk





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, the Company
is not required to provide information required by this Item.





Item
4.  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, 2008, 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
1A.  RISK FACTORS.





THERE MAY EXIST CONFLICTS OF INTEREST ON THE PART
OF OUR OFFICERS AND DIRECTORS.





Our
directors and officers are or may become, in their individual capacities,
officers, directors, controlling shareholders and/or partners of other entities
engaged in a variety of businesses. Each of our officers and directors is
engaged in business activities outside of the Company. There exist potential
conflicts of interest including, among other things, time, effort and business
combinations with other such entities.





Conflict
with other blank check companies with which members of management may become
affiliated in the future may arise in the pursuit of business combinations. Our
officers and directors are not currently involved as officers and directors of
other blank check companies, although they may be in the future. A potential
conflict of interest may result if and when any of our officers or directors
become an officer or director of another company, especially another blank check
company.





OUR
BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE NO OPERATING
HISTORY.





As the
Company has no operating history or revenue and only minimal assets, there is a
risk that we will be unable to continue as a going concern and consummate a
business combination. The Company has had no recent operating history nor any
revenues or earnings from operations since inception. We have no significant
assets or financial resources. We will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combination. This may result in our incurring a net operating loss that
will increase continuously until we can consummate a business combination with a
profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business
combination.





WE
EXPECT A MERGER OR ACQUISITION TO RESULT IN A LACK OF DIVERSIFICATION, WHICH
MEANS WE WILL BE SUBJECT TO ECONOMIC FLUCTUATION WITHIN A PARTICULAR
INDUSTRY.





Because we
have limited capital, it is unlikely we will be capable of negotiating more than
one acquisition or merger. As a result, we expect to experience a lack of
diversification, which may subject us to economic fluctuation within a
particular industry in which a target company conducts business. In addition,
any merger or acquisition effected by us may result in the issuance of
additional securities, which may result in substantial dilution to the existing
shareholders.





THERE
IS COMPETITION FOR PRIVATE COMPANIES SUITABLE FOR A MERGER TRANSACTION OF THE
TYPE CONTEMPLATED BY MANAGEMENT.





The
Company is in a highly competitive market for a small number of business
opportunities, which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.








OUR
MANAGEMENT HAS LIMITED EXPERIENCE AND MAY MISS CERTAIN BUSINESS
OPPORTUNITIES.





Our
success will be dependent on our management. Our officers and director have only
limited experience in the business activities in which we intend to engage.
Management believes it has sufficient experience to implement our business plan,
although there is no assurance that additional managerial assistance will not be
required.





FUTURE
SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A
SUITABLE ACQUISITION.





The nature
of our operations is highly speculative. The success of our plan of operation
will depend to a great extent on the operations, financial condition and
management of the identified business opportunity. While management intends to
seek business combination(s) with entities having established operating
histories, we may not be successful in locating candidates meeting that
criterion. In the event we complete a business combination, the success of our
operations may be dependent upon management of the successor firm or venture
partner firm and numerous other factors beyond our control.





OUR
OFFICERS AND DIRECTORS ARE NOT PROFESSIONAL BUSINESS ANALYSTS.





The
quality and desirability of business combinations will be determined by or under
the supervision of our officers and directors. Our officers and directors are
not professional business analysts and they may choose poor business
combinations or they may miss good business combination
opportunities.





THE
COMPANY HAS NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER
TRANSACTION.





We have no
arrangement, agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public entity. No
assurances can be given that we will successfully identify and evaluate suitable
business opportunities or that we will conclude a business combination. We may
not be able to negotiate a business combination on favorable terms.





MANAGEMENT
INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO SEEKING A TARGET COMPANY
WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A SUITABLE ACQUISITION
CANDIDATE.





While
seeking a business combination, management anticipates devoting no more than a
few hours per week to the Company's affairs. Our officers have not entered into
written employment agreements with us and are not expected to do so in the
foreseeable future. This limited commitment may adversely impact our ability to
identify and consummate a successful business combination.





THE
TIME AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING
COMPANY MAY PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE MOST
ATTRACTIVE PRIVATE COMPANIES.





Potential
combination candidates may not be capable of complying with SEC disclosure
requirements, such as audited financial statements. Sections 13 and 15(d) of the
Exchange Act require reporting companies to provide certain information about
significant acquisitions, including certified financial statements for the
company acquired, covering one, two, or three years, depending on the relative
size of the acquisition. The time and additional costs that may be incurred by
some target entities to prepare these statements may significantly delay or
essentially preclude consummation of an acquisition. Otherwise suitable
acquisition prospects that do not have or are unable to obtain the required
audited statements may be inappropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable to the Company.








THE
REPORT OF OUR INDEPENDENT AUDITORS INDICATES UNCERTAINTY CONCERNING OUR ABILITY
TO CONTINUE AS A GOING CONCERN AND THIS MAY IMPAIR OUR ABILITY TO CONSUMMATE A
BUSINESS COMBINATION.





Our
independent auditors have raised substantial doubt about our ability to continue
as a going concern. We cannot assure you that this will not impair our ability
to consummate a business combination. Additionally, we cannot assure you that we
will ever achieve significant revenues and therefore remain a going
concern.





THE
COMPANY MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION, WHICH WOULD ADVERSELY
AFFECT OUR OPERATIONS.





Although
we are subject to the reporting requirements under the Exchange Act, management
believes we will not be subject to regulation under the Investment Company Act
of 1940, as amended (the "Investment Company Act"), since we will not be engaged
in the business of investing or trading in securities. If we engage in business
combinations, which result in our holding passive investment interests in a
number of entities, we could be subject to regulation under the Investment
Company Act. If so, we would be required to register as an investment company
and could be expected to incur significant registration and compliance costs. We
have obtained no formal determination from the Securities and Exchange
Commission as to our status under the Investment Company Act and, consequently,
violation of the Act could subject us to material adverse
consequences.





ANY
POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT US TO
ADDITIONAL RISKS.





If we
enter into a business combination with a foreign concern, we will be subject to
risks inherent in business operations outside of the United States. These risks
include, for example, currency fluctuations, regulatory problems, punitive
tariffs, unstable local tax policies, trade embargoes, risks related to shipment
of raw materials and finished goods across national borders and cultural and
language differences. Foreign economies may differ favorably or unfavorably from
the United States economy in growth of gross national product, rate of
inflation, market development, rate of savings, and capital investment, resource
self-sufficiency and balance of payments positions, and in other
respects.





THERE
IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK.





Outstanding
shares of our Common Stock cannot be offered, sold, pledged or otherwise
transferred unless subsequently registered pursuant to, or exempt from
registration under, the Securities Act and any other applicable federal or state
securities laws or regulations. These restrictions will limit the ability of our
stockholders to liquidate their investment.





OUR
BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN
OPERATING BUSINESS.





We are a
development stage company and have had no revenues from operations. We may not
realize any revenues unless and until we successfully merge with or acquire an
operating business.





THE
COMPANY INTENDS TO ISSUE MORE SHARES IN A MERGER OR ACQUISITION, WHICH WILL
RESULT IN SUBSTANTIAL DILUTION.





Our
certificate of incorporation authorizes the issuance of a maximum of 100,000,000
shares of common stock and a maximum of 10,000,000 shares of preferred stock.
Any merger or acquisition effected by us may result in the issuance of
additional securities without stockholder approval and may result in substantial
dilution in the percentage of our common stock held by our then existing
stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm's-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board of Directors has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of Common Stock or
Preferred Stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of Common Stock might be materially adversely
affected.





BECAUSE
WE MAY SEEK TO COMPLETE A BUSINESS COMBINATION THROUGH A "REVERSE MERGER",
FOLLOWING SUCH A TRANSACTION WE MAY NOT BE ABLE TO ATTRACT THE ATTENTION OF
MAJOR BROKERAGE FIRMS.





Additional
risks may exist since we will assist a privately held business to become public
through a "reverse merger." Securities analysts of major brokerage firms may not
provide coverage of our Company since there is no incentive to brokerage firms
to recommend the purchase of our common stock. No assurance can be given that
brokerage firms will want to conduct any secondary offerings on behalf of our
post-merger company in the future.





THERE
IS NO PUBLIC MARKET FOR OUR COMMON STOCK, NOR HAVE WE EVER PAID DIVIDENDS ON OUR
COMMON STOCK.





There is
no public trading market for our common stock and none is expected to develop in
the foreseeable future unless and until the Company completes a business
combination with an operating business and such business files a registration
statement under the Securities Act of 1933, as amended. Additionally, we have
never paid dividends on our Common Stock and do not presently intend to pay any
dividends in the foreseeable future. We anticipate that any funds available for
payment of dividends will be re-invested into the Company to further its
business strategy.





OUR
COMMON STOCK MAY NOT BE LISTED ON NASDAQ OR ANY OTHER SECURITIES EXCHANGE
FOLLOWING A BUSINESS COMBINATION.





Following
a business combination, we may seek the listing of our common stock on NASDAQ or
another United States Stock Exchange. However, we may not be able to meet the
initial listing standards of such an exchange following the merger, and even if
we are able to obtain such a listing initially, we may not be able to maintain
such listing of our common stock. After completing a business combination, until
our common stock is listed on the NASDAQ or another stock exchange, we expect
that our common stock would be eligible to trade on the OTC Bulletin Board,
another over-the-counter quotation system, or on the "pink sheets," where our
stockholders may find it more difficult to dispose of shares or obtain accurate
quotations as to the market value of our common stock. In addition, we would be
subject to an SEC rule that, if we failed to meet the criteria set forth in such
rule, imposes various practice requirements on broker-dealers who sell
securities governed by the rule to persons other than established customers and
accredited investors. Consequently, such rule may deter broker-dealers from
recommending or selling our common stock, which may further affect the liquidity
of our stock. This would also make it more difficult for us to raise additional
capital following a business combination.





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





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)





January
22, 2009