UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





Form
10-QSB





(Mark
One)


[X]   QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period ended:March
31, 2008





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





For the
transition period from 
to


Commission
file number  0-730





Penn-Pacific
Corp.


(Exact
name of small business issuer as


specified
in its charter)





Nevada                                                       95-3227748


(State or
other
jurisdiction                     (IRS
Employer


of
incorporation or
organization)            Identification
No.)







3325
Griffin Road, #200, Ft. Lauderdale, FL 33323


(Address
of principal executive offices)





(866)
387-6583


Issuer's
telephone number





________________________________________________________


(Former
name, former address and former fiscal year, if changed since last
report.)





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes X
No





Indicate
by Check Mark Whether the Registrant is a Shell Company (as Defined by Rule
12B-2 of the Exchange Act). YesX;
No


1


APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the


latest
practical date: February 14,
2008     2,168,698





Transitional
Small Business Disclosure Format (check one).


Yes 
;  No X


2


PART
I





Item
1.  Financial Statements








PENN-PACIFIC
CORP.


(A Development Stage
Company)


BALANCE
SHEETS





(Unaudited)December
      31,
            
            
            September
      30,2007
            
            
            2007Assets:
            
            $
            -
            
            
            $
            -Liabilities:Accounts
      Payable
            
            
            -
            
            
            
            20,000Advances
      from shareholder
            
            
            48,966
            
            
            
            48,188Total
      Liabilities
            
            
            48,966
            
            
            
            68,188Stockholders'
      Equity:Preferred
      Stock, Par value $.0001Series
      A, Authorized 10,000,000 shares, None issued
            
            
            -
            
            
            
            -Series
      B, authorized 9,990,000 shares, None issued
            
            
            -
            
            
            
            -Series
      C, Authorized 10,000 shares, None issued
            
            
            -
            
            
            
            -Common
      Stock, Par value $.00001Authorized
      500,000,000 shares,Issued
      2,168,698 Shares at March 31, 2008 and1,168,698
      at September 30, 2007
            
            
            17
            
            
            
            12Paid-In
      Capital
            
            
            35,831,066
            
            
            
            35,811,071Retained
      Deficit
            
            
            (35,735,362
            )
            
            
            (35,735,362
            )Deficit
      Accumulated During theDevelopment
      Stage
            
            
            (144,687
            )
            
            
            (143,909
            )Total
      Stockholders' Equity
            
            
            (48,966
            )
            
            
            (68,188
            )Total
      Liabilities andStockholders'
      Equity
            
            $
            -
            
            
            $
            -








See
accompanying notes


3


PENN-PACIFIC
CORP.


(A Development Stage
Company)


STATEMENTS OF
OPERATIONS


(Unaudited)


CumulativesinceJanuary
      13,1997For
      the three months ended
            
            
            For
      the six months ended
            
            
            inception
      ofMarch
      31,
            
            
            March
      31,
            
            
            development2008
            
            
            2007
            
            
            2008
            
            
            2007
            
            
            stageRevenues:
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Expenses:
            
            
            778
            
            
            
            -
            
            
            
            778
            
            
            
            -
            
            
            
            144,687Net
      Loss
            
            $
            (778
            )
            
            $
            -
            
            
            $
            (778
            )
            
            $
            -
            
            
            $
            (144,687
            )Basic
      &Diluted
      lossper
      share
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -





See
accompanying notes


4


PENN-PACIFIC
CORP.


(A Development Stage
Company)


STATEMENTS OF CASH
FLOWS


(Unaudited)


Cumulativesince
      January 13, 1997For
      the six months ended
            
            
            Inception
      ofMarch
      31,
            
            
            Development2008
            
            
            2007
            
            
            StageCASH FLOWS FROM OPERATINGACTIVITIES:Net
      Loss
            
            $
            (778
            )
            
            $
            -
            
            
            $
            (144,687
            )Common
      Stock issued for expenses
            
            
            -
            
            
            
            -
            
            
            
            41,717Increase
      (Decrease) in Accounts Payable
            
            
            -
            
            
            
            -
            
            
            
            -Increase
      (Decrease) in Advancesfrom
      shareholder
            
            
            778
            
            
            
            
            
            
            
            48,966Increase
      (Decrease) in Accrued Expenses
            
            
            -
            
            
            
            -
            
            
            
            54,004Net
      Cash Used in operating activities
            
            
            -
            
            
            
            -
            
            
            
            -CASH FLOWS FROM INVESTINGACTIVITIES:Net
      cash provided by investing activities
            
            
            -
            
            
            
            -
            
            
            
            -CASH FLOWS FROM FINANCINGACTIVITIES:Net
      Cash Provided byFinancing
      Activities
            
            
            -
            
            
            
            -
            
            
            
            -Net
      (Decrease) Increase inCash
      and Cash Equivalents
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      and Cash Equivalentsat
      Beginning of Period
            
            
            -
            
            
            
            -
            
            
            
            -Cash
      and Cash Equivalentsat
      End of Period
            
            $
            -
            
            
            $
            -
            
            
            $
            -




SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW
INFORMATION:




Cash
      paid during the year for:Interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Franchise
      and income taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -




SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
      FINANCING ACTIVITIES:
      None


See
accompanying notes


5


PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


FOR THE THREE MONTHS ENDED
MARCH 31, 2008 AND 2007


(Unaudited)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





This
summary of accounting policies for Penn-Pacific Corp.  (a development
stage company) is presented to assist in understanding the Company's financial
statements.  The accounting policies conform to generally accepted
accounting principles and have been consistently applied in the preparation of
the financial statements.





Going
Concern





The
accompanying financial statements have been prepared in conformity with
accounting principles generally accepted in the United States, which
contemplates the Company as a going concern. However, the Company has sustained
substantial operating losses in recent years and has used substantial amounts of
working capital in its operations.  Realization of the assets
reflected on the  accompanying balance sheet is dependent upon
continued operations of the Company which, in turn, is  dependent upon
the Company's ability to meet its financing requirements and succeed in its
future operations.  Management believes that actions presently being
taken to revise the Company’s operating and financial requirements provide them
with the opportunity for the Company to continue as a going
concern.





Interim
Reporting





The
unaudited financial statements as of March 31, 2008 and for the three and six
month periods then ended reflect, in the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to fairly state the
financial position and results of operations for the three
months.  Operating results for interim periods are not necessarily
indicative of the results which can be expected for full years.





Organization and Basis of
Presentation





The
Company was incorporated under the laws of the state of Delaware on May 18,
1971.  From 1979 to 1991 the primary business of Penn Pacific and its
subsidiaries was the acquisition, exploration, development, production and
operation of oil and gas properties.  Penn Pacific has been inactive
since 1991.  The Company filed a voluntary petition of reorganization
under Chapter 11 of the United States Bankruptcy Code on January 27,
1994.  On January 13, 1997, the Company emerged from bankruptcy
pursuant to a final decree of the United States Bankruptcy Court for the
Northern District of Oklahoma.  The Company is in the development
stage since January 13, 1997 and has not commenced planned principal
operations.





6


PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


FOR THE THREE MONTHS ENDED
MARCH 31, 2008 AND 2007 (Continued)


(Unaudited)





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





Nature of
Business





The
Company has no products or services as of March 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.





Loss per
Share





The
reconciliations of the numerators and denominators of the basic loss per share
computations are as follows:


Income
            
            
            Shares
            
            
            Per-Share(Numerator)
            
            
            (Denominator)
            
            
            AmountFor the three months ended March 31,
      2008Basic
      Loss per ShareLoss
      to common shareholders
            
            $
            (778
            )
            
            
            2,168,698
            
            
            $
            -For the three months ended March 31,
      2007Basic
      Loss per ShareLoss
      to common shareholders
            
            $
            -
            
            
            
            1,168,698
            
            
            $
            -For the six months ended March 31,
      2008Basic
      Loss per ShareLoss
      to common shareholders
            
            $
            (778
            )
            
            
            2,168,698
            
            
            $
            -For the six months ended March 31,
      2007Basic
      Loss per ShareLoss
      to common shareholders
            
            $
            -
            
            
            
            1,168,698
            
            
            $
            -





The
effect of outstanding common stock equivalents would be anti-dilutive for March
31, 2008 and 2007 and are thus not considered.  There are no common
stock equivalents outstanding  at March 31, 2008 and
2007.


7


PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


FOR THE THREE MONTHS ENDED
MARCH 31, 2008 AND 2007 (Continued)


(Unaudited)





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





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.





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.





8


PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


FOR THE THREE MONTHS ENDED
MARCH 31, 2008 AND 2007 (Continued)


(Unaudited)





NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(Continued)





Recent Accounting
Standards





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.





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.





9


PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


FOR THE THREE MONTHS ENDED
MARCH 31, 2008 AND 2007 (Continued)


(Unaudited)





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





Concentration of Credit
Risk





The
Company has no significant off-balance-sheet concentrations of credit risk such
as foreign exchange contracts, options contracts or other foreign hedging
arrangements.





NOTE 2 - INCOME
TAXES





As of
March 31, 2008, the Company had a net operating loss carryforward for income tax
reporting purposes of approximately $144,000 that may be offset against future
taxable income through 2027.  Current tax laws limit the amount of
loss available to be offset against future taxable income when a substantial
change in ownership occurs.  Therefore, the amount available to offset
future taxable income may be limited.  No tax benefit has been
reported in the financial statements, because the Company believes there is a
50% or greater chance the carryforwards will expire
unused.  Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the same
amount.





NOTE 3 - DEVELOPMENT STAGE
COMPANY





The
Company has not begun principal operations and as is common with a development
stage company, the Company has had recurring losses during its development
stage.  The Company's financial statements are prepared using
generally accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal


course of
business.  However, the Company does not have
significant  cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs and to
allow it to continue as a going concern.  In the interim, shareholders
of the Company have committed to meeting its minimal operating
expenses.





NOTE 4 -
COMMITMENTS





As of
March 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.





10


PENN-PACIFIC
CORP.


(A Development Stage
Company)


NOTES TO FINANCIAL
STATEMENTS


FOR THE THREE MONTHS ENDED
MARCH 31, 2008 AND 2007 (Continued)


(Unaudited)





NOTE 5 - CHANGES IN COMMON
AND PREFERRED STOCK





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








11


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 March 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 March 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 March 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 $778 for the three month period ended March 31, 2008 and $-0- for the three
month period ended March 31,  2007.





12


Capital
Resources and Liquidity





At March
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,
2007.





Net
stockholders’ deficit in the Company was $48,966 as of March 31, 2008 and
$68,188 at September 30, 2007.





Government Regulations -The
Company is subject to all pertinent Federal, State, and Local laws governing its
business.  The Company  is subject to licensing and
regulation by a number of authorities in its State or
municipality.  These may include health, safety, and fire
regulations.  The Company's operations are also subject to Federal and
State minimum wage laws governing such matters as working conditions, overtime
and tip credits.





Critical Accounting Policies
-The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
of the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Note 1 to the Consolidated
Financial Statements describes the significant accounting policies and methods
used in the preparation of the Consolidated Financial Statements. Estimates are
used for, but not limited to, contingencies and taxes.  Actual results
could differ materially from those estimates. The following critical accounting
policies are impacted significantly by judgments, assumptions, and estimates
used in the preparation of the Consolidated Financial Statements.





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.





13


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.





14


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.  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 March 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.


15


PART
II - OTHER INFORMATION





ITEM
1.  LEGAL PROCEEDINGS





None.





ITEM
2.  CHANGES IN SECURITIES





None.





ITEM
3.  DEFAULTS UPON SENIOR SECURITIES





None/Not
Applicable.





ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS





None/Not
Applicable.





ITEM
5.  OTHER INFORMATION





None.





ITEM
6.  EXHIBITS AND REPORTS ON FORM 8-K





(a)
            EXHIBITS





The
following documents are filed herewith or have been included as exhibits to
previous filings with the Commission and are incorporated herein by this
reference:





Exhibit
No.                                Exhibit





3           Articles
of Incorporation (1)


3.2           Bylaws
(1)


3.1
            Amended
      Articles of Incorporation (1)


31
            Certification
      Pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.


32
            Certification
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.





(b)           Reports
on Form 8-K.  No reports on Form 8-K were filed during the period
covered by this Form 10-QSB.





(1)           Incorporated
herein by reference.


16


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)





May 15,
2008