UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. )*

                                   PENGE CORP.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                         COMMON STOCK, PAR VALUE $0.001
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   70705P 10 5
                                   -----------
                                 (CUSIP Number)

                                DECEMBER 31, 2006
                                -----------------
             (Date of Event Which Requires Filing of this Statement)

         Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

                  [ ]     Rule 13d-1(b)
                  [ ]     Rule 13d-1(c)
                  [X]     Rule 13d-1(d)

         *The remainder of this cover page shall be filled out for a reporting
         person's initial filing on this form with respect to the subject class
         of securities, and for any subsequent amendment containing information
         which would alter the disclosures provided in a prior cover page.

         The information required in the remainder of this cover page shall not
         be deemed to be "filed" for the purpose of Section 18 of the Securities
         Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
         that section of the Act but shall be subject to all other provisions of
         the Act (however, see the Notes).

SEC 1745 (3-06)   PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
                  IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
                  DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.


                               Page 1 of 8 Pages


CUSIP No. 70705P 10 5


--------------------------------------------------------------------------------

1.      Names of Reporting Persons.
        I.R.S. Identification Nos. of above persons (entities only).
        KIRK J. FISCHER
--------------------------------------------------------------------------------

2.      Check the Appropriate Box if a Member of a Group (See Instructions)

         (a) [ ]
         (b) [ ]
--------------------------------------------------------------------------------

3.      SEC Use Only
--------------------------------------------------------------------------------

4.      Citizenship or Place of Organization
        UNITED STATES

Number of                  5.       Sole Voting Power               -0-
Shares Bene-
ficially                   6.       Shared Voting Power       4,100,000
Owned by Each
Reporting                  7.       Sole Dispositive Power          -0-
Person With:
                           8.       Shared Dispositive Power  4,100,000
-------------------------------------------------------------------------------

9.      Aggregate Amount Beneficially Owned by Each Reporting Person
                KIRK FISCHER IS THE BENEFICIAL OWNER OF 4,100,000 SHARES OF
                THE COMMON STOCK.

10.     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
        Instructions)

11.     Percent of Class Represented by Amount in Row (9)    16.7%

12.     Type of Reporting Person (See Instructions) IN


                               Page 2 of 8 Pages


CUSIP No. 70705P 10 5

-------------------------------------------------------------------------------

1. Names of Reporting Persons.
         I.R.S.   Identification Nos. of above persons (entities only). LORI L.
                  FISCHER
-------------------------------------------------------------------------------

2. Check the Appropriate Box if a Member of a Group (See Instructions)

         (a) [ ]
         (b) [ ]
-------------------------------------------------------------------------------

3.       SEC Use Only

-------------------------------------------------------------------------------

4.       Citizenship or Place of Organization
                  UNITED STATES

-------------------------------------------------------------------------------

Number of                  5.       Sole Voting Power               -0-
Shares Bene-
ficially                   6.       Shared Voting Power       4,100,000
Owned by Each
Reporting                  7.       Sole Dispositive Power          -0-
Person With:
                           8. Shared Dispositive Power        4,100,000
-------------------------------------------------------------------------------

9.      Aggregate Amount Beneficially Owned by Each Reporting Person
                LORI FISCHER IS THE BENEFICIAL OWNER OF 4,100,000 SHARES OF
                THE COMMON STOCK.

10.     Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
        Instructions)

11.     Percent of Class Represented by Amount in Row (9)    16.7%

12.     Type of Reporting Person (See Instructions) IN


                               Page 3 of 8 Pages


CUSIP No. 70705P 10 5


ITEM 1.

         (a) Name of Issuer:        PENGE CORP. (THE "COMPANY")

         (b) Address of Principal Executive Offices: 1501 NORTH FAIRGROUNDS,
                                                     MIDLAND, TX 79705

ITEM 2.

         (a)        Name of Persons Filing: KIRK J. FISCHER AND LORI L. FISCHER
                    (THE "REPORTING PERSONS")

         (b)        Address of Principal Business Office, if none, Residence:
                    PRINCIPAL BUSINESS OFFICE OF THE REPORTING PERSONS IS 1501
                    NORTH FAIRGROUNDS, MIDLAND, TX 79705

         (c)        Citizenship: UNITED STATES

         (d)        Title of Class of Securities: COMMON STOCK, PAR VALUE $0.001
                    (THE "COMMON STOCK")

         (e)        CUSIP Number: 70705P 10 5

ITEM 3.

This statement is not filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or
(c).

ITEM 4.  OWNERSHIP

(a)      Amount Beneficially Owned: AS OF DECEMBER 31, 2006, THE REPORTING
         PERSONS WERE THE BENEFICIAL OWNERS OF 4,100,000 SHARES OF THE COMMON
         STOCK.

(b)      Percent of Class: 16.7%

(c)      Number of shares as to which the person has:

         (i)      Sole power to vote or to direct the vote: AS OF DECEMBER 31,
                  2006, NEITHER REPORTING PERSON HAD SOLE POWER TO VOTE OR TO
                  DIRECT THE VOTE OF ANY SHARES OF THE COMMON STOCK.

         (ii)     Shared power to vote or to direct the vote: AS OF DECEMBER 31,
                  2006, THE REPORTING PERSONS SHARED THE POWER TO VOTE OR TO
                  DIRECT THE VOTE OF 4,100,000 SHARES OF THE COMMON STOCK, OF
                  WHICH 2,100,000 SHARES WERE HELD OF RECORD BY KIRK FISCHER,
                  1,250,000 SHARES WERE HELD OF RECORD BY LORI FISCHER AND
                  750,000 SHARES WERE HELD OF RECORD BY THEIR CHILDREN.

         (iii)    Sole power to dispose or to direct the disposition of: AS OF
                  DECEMBER 31, 2006, NEITHER REPORTING PERSON HAD SOLE POWER TO
                  DISPOSE OF OR TO DIRECT THE DISPOSITION OF ANY SHARES OF THE
                  COMMON STOCK.


                               Page 4 of 8 Pages


CUSIP No. 70705P 10 5

         (iv)     Shared power to dispose or to direct the disposition of: AS OF
                  DECEMBER 31, 2006, THE REPORTING PERSONS SHARED THE POWER TO
                  DISPOSE OF OR TO DIRECT THE DISPOSITION OF 4,100,000 SHARES OF
                  THE COMMON STOCK, OF WHICH 2,100,000 SHARES WERE HELD OF
                  RECORD BY KIRK FISCHER, 1,250,000 SHARES WERE HELD OF RECORD
                  BY LORI FISCHER AND 750,000 SHARES WERE HELD OF RECORD BY
                  THEIR CHILDREN.

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

         NOT APPLICABLE.

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

         SEE ITEM 4.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
         SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
         CONTROL PERSON

         NOT APPLICABLE.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

         NOT APPLICABLE.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

         NOT APPLICABLE.

ITEM 10. CERTIFICATIONS

         NOT APPLICABLE.


                               Page 5 of 8 Pages


CUSIP No. 70705P 10 5


                                    SIGNATURE

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

DATED: FEBRUARY 12, 2007
       ----------------------


/s/ KIRK J. FISCHER
-----------------------------
Kirk J. Fischer


DATED: FEBRUARY 12, 2007
       ----------------------


/s/ LORI L. FISCHER
-----------------------------
Lori L. Fischer


                               Page 6 of 8 Pages



CUSIP No. 70705P 10 5
                                INDEX TO EXHIBITS


       Exhibit    Description

         A        Written agreement relating to the filing of a joint statement
                  by Kirk J. Fischer and Lori L. Fischer as required by Rule
                  13d-1(k) under the Securities Exchange Act of 1934


                               Page 7 of 8 Pages



CUSIP No. 70705P 10 5

                                    EXHIBIT A

                                    AGREEMENT

         The undersigned agree that this Schedule 13G of Kirk J. Fischer and
Lori L. Fischer relating to the shares of Common Stock of Penge Corp., shall be
filed on behalf of each of the undersigned.


DATED: FEBRUARY 12, 2007
       ----------------------


/s/ KIRK J. FISCHER
-----------------------------
Kirk J. Fischer


DATED: FEBRUARY 12, 2007
       ----------------------


/s/ LORI L. FISCHER
-----------------------------
Lori L. Fischer


                               Page 8 of 8 Pages