**U.
        S. SECURITIES AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-KSB/A**
 (Mark
        One)
 
 [**X**]
              ANNUAL
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
 For
        the
        fiscal year ended **December
        31, 2005**
 
 [
                  ]
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934
 For
        the
        transition period from ___________ to _____________
 
 Commission
        File Number: **000-13858**
 
 **PNG
        Ventures, Inc.**
 (Name
        of
        small business issuer as specified in its charter)
 
 **Nevada**
              **88-0350286**(State
                  or other jurisdiction of
                incorporation
                  or organization)
              (I.R.S.
                  Employer
                Identification
                  No.)**580
                  2nd Street, Suite 102**
                **Encinitas,
                  California 92024**
                **________________________________________________________________________**
                (Address
                  of principal executive offices, including zip
                  code)
  Registrant’s
        telephone number, including area code:   **(760)
        230-2300 x205**
 Securities
        registered pursuant to Section 12(b) of the Act:  **None**
 Securities
        registered pursuant to Section 12(g) of the Act:  **$.001
        par value common stock**
 Check
        whether the issuer (1) filed all reports required to be filed by
        Section 13 or 15(d) of the Exchange Act of 1934 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 ___
 
 
 Check
        if
        disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is
        not
        contained in this form, and no disclosure will be contained, to the best
        of
        registrant’s knowledge, in definitive proxy or information statements
        incorporated by reference in Part III of this Form 10-KSB or any amendment
        to
        this Form 10-KSB. [ ]
 
 The
        issuer’s revenues for the most recent fiscal year were $0.0.
 
 The
        aggregate market value of the voting and non-voting common equity held by
        non-affiliates of the registrant was approximately $71,870 based upon the
        closing price of our common stock which was $0.51 on March 24, 2006. Shares
        of
        common stock held by each officer and director and by each person or group
        who
        owns 10% or more of the outstanding common stock amounting to 57,388 shares
        have
        been excluded in that such persons or groups may be deemed to be affiliates.
        This determination of affiliate status is not necessarily a conclusive
        determination for other purposes.
  As
        of
        March 24, 2006, there were 198,309 shares of our common stock were issued
        and
        outstanding.
 
 Documents
        Incorporated by Reference: None.
 
 Transitional
        Small Business Disclosure Format: No.
 
 **INTRODUCTION**
 
 The
        following discussion should be read in conjunction with our audited financial
        statements and notes thereto included herein, including the Company’s Form 10SB
        recently filed and made effective in June of 2005. Because we desire to take
        advantage of, the “safe harbor” provisions of the Private Securities Litigation
        Reform Act of 1995, we caution readers regarding certain forward looking
        statements in the following discussion and elsewhere in this report and in
        any
        other statement made by, or on our behalf, whether or not in future filings
        with
        the Securities and Exchange Commission. Forward looking statements are
        statements not based on historical information and which relate to future
        operations, strategies, financial results or other developments. Forward
        looking
        statements are necessarily based upon estimates and assumptions that are
        inherently subject to significant business, economic and competitive
        uncertainties and contingencies, many of which are beyond our control and
        many
        of which, with respect to future business decisions, are subject to change.
        These uncertainties and contingencies can affect actual results and could
        cause
        actual results to differ materially from those expressed in any forward looking
        statements made by, or our behalf. We disclaim any obligation to update forward
        looking statements.
 
 Forward
        looking statements involve known and unknown risks, uncertainties and other
        factors that may cause our actual results, levels of activity, performance,
        or
        achievements to be materially different from any future results, levels of
        activity, performance, or achievement expressed or implied by such
        forward-looking statements. In some cases, you can identify forward-looking
        statements by terminology such as “may,” “will,” “should,” “could,” “intend,”
“expects,” “plan,” “anticipates,” “believes,” “estimates,” “predicts,”
“potential,” or “continue” or the negative of such terms or other comparable
        terminology. Although we believe that the expectations reflected in the
        forward-looking statements are reasonable, we cannot guarantee future results,
        levels of activity, performance, or achievements. Moreover, neither we nor
        any
        other person assumes responsibility for the accuracy and completeness of
        such
        statements.
 
 WE
        ARE A
        DEVELOPMENT STAGE BUSINESS AND AN INVESTMENT IN OUR COMPANY IS ***EXTREMELY*** RISKY.
  
  **PART
        I**
 
 Item
        1. Description
        of the Business .
 
 A.  History
 
 PNG
        Ventures, Inc., (“PNG” or the “Registrant” which is sometime referred to as
“We”, “Us”, “Our” and the “Company” whenever practical) was first incorporated
        in the State of Nevada on June 23, 1995, as Telecommunications Technologies,
        Ltd. (“TTL”).
 
 On
        December 31, 1995, we formalized a plan of reorganization and tender to and
        for
        the shareholders of Temple Summit Management Corporation (“Temple Summit”)
        whereby we acquired all the assets of Temple Summit, and by which all the
        former
        shareholders of Temple Summit became our shareholders. Accordingly, we made
        our
        initial issuance of 47,506,240 shares to the shareholders of Temple Summit.
        Thereafter, Temple Summit became a private company with no further relationship
        with us.
 
 TEMPLE
        SUMMIT MANAGEMENT CORPORATION
 
 Temple
        Summit had been incorporated in Texas in August of 1991, and reincorporated
        in
        Texas in September 1993, without change in equitable ownership, management
        or
        control. Temple Summit was engaged, without success, in creating and managing
        financial participation in special marketing projects. During 1992, Temple
        Summit made its initial issuance of 285,714 shares of its common stock, in
        1992.
        These 285,714 shares were acquired by or for Kirt W. James and William Stocker
        and five other founding shareholders.
 
 On
        or
        about May 5, 1995, Temple Summit completed a limited public offering of
        additional shares of its common stock, pursuant to Rule 504 of Regulation
        D,
        promulgated by the Securities and Exchange Commission, under the Securities
        Act
        of 1933. 11,200 additional common shares were placed pursuant to the May
        5,
        1995, Regulation D Rule 504 offering, at $1.00 per share, resulting in a
        total
        of 296,914 shares issued and outstanding. The Temple Summit marketing plan
        failed and Temple Summit became inactive at the end of 1995. Immediately
        preceding the transaction by which we reorganized and acquired its initial
        capitalization from Temple Summit, the previously discussed 296,914 Temple
        Summit common shares were forward split 160 for 1, with the result that
        47,506,240 shares of Temple Summit were issued and outstanding.
 
 TELECOMMUNICATIONS
        TECHNOLOGIES, LTD.
 
 On
        December 31, 1995, our corporation, then called Telecommunications Technologies,
        Ltd., formalized a plan of reorganization (the “Reorganization”) and tender to
        acquire from Temple Summit, $5,000 in cash and to issue 1 of our shares for
        every Temple Summit share we received. We received all of the 47,506,240
        Temple
        Summit shares and $5,000 in cash. Following this transaction, Temple Summit
        ceased to be a public company and became an inactive wholly-owned subsidiary
        of
        its principal shareholder, Temple Summit Equity Group, Ltd.
 At
        the
        time of the reorganization, Temple Summit had no business or business plan,
        and
        owned no assets other than its cash. Moreover, at the time of the
        reorganization, Temple Summit had no material liabilities, other than to
        its
        principal shareholder, and all such incidental liabilities were assumed by
        the
        principal shareholder and not acquired by us. Pursuant to the Reorganization,
        we
        issued 47,506,240 shares of common stock to the shareholders of Temple Summit.
        At that time, we intended to take maximum advantage of the growth in
        telecommunications technology using the backgrounds and strengths of Temple
        Summit’s management, by specifically doing the following: making patent filings
        for new technology, financing of new technology, selling or granting of rights
        for the utilization of new technologies, and retaining royalties based on
        the
        utilization or exploitation of the new technologies.
 
 On
        March
        7, 1996, we completed a Private Placement/Limited Offering of an additional
        500,000 shares of common stock, with the result that the previous total shares
        issued and outstanding (47,506,240) was increased to 48,006,240.
 
 On
        May 9,
        1996, we privately placed an additional 410,400 shares, resulting in our
        total
        issued and outstanding common shares equaling 48,416,640 shares.
 
 On
        or
        about February 20, 1998, we effected a 1 for 40 reverse split of our common
        stock, from 48,416,640 to 1,210,417, and so that we could engage in an
        technology-related acquisition, pursuant to Rule 504 of Regulation D, we
        authorized the placement of up to an additional 10,000,000 common shares
        at
        $0.01 per share. This technology-related acquisition did not take place,
        and for
        no shares were issued.
 
 PNG
        VENTURES, INC.
 
 On
        March
        5, 1998, we changed our corporate name to PNG Ventures, Inc. in connection
        with
        our intention to acquire a controlling interest in San Kung Trading Limited
        (“SKTL”). SKTL was a private company based in Guernsey, Channel Islands,
        organized in 1996, to pursue joint-venture resource development projects
        in
        Papua, New Guinea. Thereafter that plan was abandoned, primarily due to the
        extraordinary difficulty in auditing the assets we intended to
        acquire.
  Subsequent
        to the failure of the SKTL transaction, we became a company whose business
        plan
        was to simply engage in a profitable business combination.
 
 PAPER
        COMPUTER.COM, INC. AND PAPER COMPUTER CORPORATION
 
 In
        April
        of 2000, we attempted to engage in a transaction with Paper Computer
        Corporation, a private company. As we reported in a Form 8-K filed with the
        SEC,
        the Paper Computer Corporation transaction failed and resulted in no change
        to
        our financial statements. However, prior to the failure of the Paper Computer
        Corporation transaction, our board of directors, at that time, changed our
        corporate name twice: (i) the first time, on April 25, 2000, to “Paper
        Computer.com, Inc.”; and (ii) the second time on the following day, April 26,
        2000, to “Paper Computer Corporation.”
 
 PNG
        VENTURES, INC.
 
 Following
        all of the aforementioned failed transactions, on June 21, 2001, our Articles
        of
        Incorporation were amended yet again, changing our corporate name back to
        PNG
        Ventures, Inc.
 
 NO
        ACTIVITY, AND ANOTHER FAILURE ... OIL AND GAS THIS TIME
 
 On
        February 15, all of our directors resigned except for John Spicer. On August
        28,
        2002, Alan Brown was appointed as the sole officer and director and Mr. Spicer
        resigned.
 
 We
        engaged in very little corporate activity until December of 2002, when on
        January 17, 2003, Mr. Brown entered into a joint venture (the “Joint Venture”)
        with a company called Anyhydride Petrolem (Canada), Inc., a wholly owned
        subsidiary of Uranium Power Corporation (“Uranium Power”). The Joint Venture
        provided us with 9.5% of the gross of an overriding royalty from a well located
        beneath the Athabasca Tar Sands in Northeast Alberta, Canada. The Joint Venture
        was yet another failure.
 
 Uranium
        Power Corporation is now Canwest Petroleum Company (“CanWest”) and is listed on
        the over-the-counter bulletin board under the ticker symbol “CWPC.” The Joint
        Venture properties were written off by us as well as CanWest as is more fully
        described on page 30 of an Amended Form SB-2 Registration Statement filed
        with
        the SEC on December 23, 2004.
 
 MR.
        BROWN RESIGNS; MR. BAUM IS ELECTED
 
 Subsequent
        to the Joint Venture, on June 23, 2004, Mr. Brown resigned from the board
        of
        directors and Mark L. Baum, Esq. was appointed as our only director.
 
 Mr.
        Baum
        currently serves as our Chairman, Chief Executive Officer and principal
        accounting officer. Additionally, Mr. Baum is an attorney and assists us
        with
        our corporate legal work.
 
 Our
        common shares are currently trade on the Pink Sheets under the symbol
“PNGX.”
 
 We
        have
        no internet website address.
 
 Item
        2.   Description
        of the Property .
 
 We
        currently do not own any real property and we do not lease any real property.
        We
        receive mail at the office of Mr. Baum, our Chairman and CEO at 580
        2 nd Street,
        Suite 102, Encinitas, CA 92024.
 
 Item
        3. Legal
        Proceedings .
 
 None
 
 Our
        registered agent for service of process is: Paracorp, 318 N. Carson St.,
        Suite
        208, Carson City, NV  89701, telephone number: (775) 883-0104.
 
 Item
        4. Submission
        of Matters to a Vote of Security Holders .
 
 No
        shareholder meetings were held during our fiscal year ending December 31,
        2005.
  
  
 
 **PART
        II**
 
 Item
        5. Market
        for Common Equity and Related Stockholder Matters .
 
 Our
        common stock is currently traded on the Pink Sheets market under the symbol
        “PNGX.” The high and low bid prices for the Common Stock, as reported by the
        National Quotation Bureau, Inc., are indicated for the periods described
        below.
        Such prices are inter-dealer prices without retail markups, markdowns or
        commissions, and may not necessarily represent actual transactions.
 
 **2005****(1)**
              **Low**
              **High**First
                  Quarter
              $.20
              .20Second
                  Quarter
              .25
              .25Third
                  Quarter
              .63
              .71Fourth
                  Quarter
              .52
              .72
 
 **2004****(1)**
              **Low**
              **High**First
                  Quarter
              $.03
              .09Second
                  Quarter
              .01
              .04Third
                  Quarter
              .01
              .01Fourth
                  Quarter
              .01
              .01
 
 (1)
            The
                prices listed above have been rounded to the nearest
                penny. (2)
            The
                prices listed were subject to a 1:250 round lot reverse split (as
                described in Item I above) 
 As
        of
        April 13, 2006, there were approximately 181 record holders of our common
        stock.
 
 We
        have
        not paid any cash dividends since our inception and do not contemplate paying
        dividends in the foreseeable future. It is anticipated that earnings, if
        any,
        will be retained to retire debt and for the operation of the
        business.
 
 Shares
        eligible for future sale could depress the price of our common stock, thus
        lowering the value of a buyer’s investment. Sales of substantial amounts of
        common stock, or the perception that such sales could occur, could adversely
        affect prevailing market prices for shares of our common stock.
 
 Our
        revenues and operating results may fluctuate significantly from quarter to
        quarter, which can lead to significant volatility in the price and volume
        of our
        stock. In addition, stock markets have experienced extreme price and volume
        volatility in recent years. This volatility has had a substantial effect
        on the
        market prices of securities of many smaller public companies for reasons
        unrelated or disproportionate to the operating performance of the specific
        companies. These broad market fluctuations may adversely affect the market
        price
        of our common stock.
 
 As
        of the
        date of this filing, there are no securities authorized to be issued under
        an
        equity compensation plan.
 
 Item
        6. Management’s
        Discussion and Analysis or Plan of Operation .
 
 Presently,
        we are engaged in the business of Edgarizing. Edgarizing is the process of
        electronically converting typically Microsoft Word documents into HTML (or
        hypertext markup language) so that the document may be filed with the Securities
        and Exchange Commission. Documents are sent to us via electronic mail and
        we
        proceed to convert the file and send the file to the SEC through an electronic
        link which is established by the software, from our computers to the SEC
        Edgar
        filing system.
 
 Our
        Edgarizing software, which is the tool that we use to convert documents from
        Microsoft Word to HTML, is produced by Edgar Filings, Inc., a software company
        based in Houston, Texas. We currently have a license to use this software
        through May of 2006. We intend to renew the license when it
        expires.
 
 Management
        is of the belief that our present activities, while they are not of the scale
        of
        the businesses that past PNG management regimes pursued, is an operating
        business with the potential for cash flow and growth. However, Mr. Baum,
        our
        current manager, believes that there would probably be more value for our
        shareholders if we were able to attract a more substantial operating company
        and
        engage in a merger or business combination of some kind. With this in mind,
        we
        have (i) registered our common stock pursuant to Section 12 of the 1934 Act;
        and
        (ii) obtained a listing and quotation on the over-the-counter bulletin board
        (the “OTCBB”).
 
 We
        do not
        intend to restrict our consideration to any particular business or industry
        segment, and we may consider, among others, finance, brokerage, insurance,
        transportation, communications, research and development, service, natural
        resources, manufacturing or high-technology business. Of course, because
        we have
        limited resources, the scope and number of suitable candidates to merge with,
        will be limited accordingly. Because we may participate in a business
        opportunity with a newly organized firm or with a firm which is entering
        a new
        phase of growth, it should be emphasized that we may incur further risk due
        to
        the failure of the target’s management to have proven its abilities or
        effectiveness, or the failure to establish a market for the target’s products or
        services, or the failure to prove or predict profitability.
 
 Following
        the effectiveness of this registration statement under the Securities Exchange
        Act of 1934, certain periodic reporting requirements will be applicable.
        First
        and foremost, a 1934 Registrant is required to file an Annual Report on Form
        10-K or 10-KSB, 90 days following the end of its fiscal year. The key element
        of
        such annual filing is an Audited Financial Statement prepared in accordance
        with
        standards established by the Commission. A 1934 Act Registrant also reports
        on
        the share ownership of affiliates and 5% owners, initially, currently and
        annually. In addition to the annual reporting, a Registrant is required to
        file
        quarterly reports on Form 10-Q or 10-QSB, which contain unaudited, but reviewed,
        financial statements. We would also be required to disclose certain corporate
        events if they are deemed “material events.” Some events are deemed material
        enough to require the filing of a Current Report on Form 8-K. Any event may
        be
        reported currently, but some events, like changes or disagreements with
        auditors, resignation of directors, major acquisitions and other changes
        will
        require aggressive current reporting. All reports are filed and become public
        information. The practical effects of the foregoing requirements on the criteria
        for selection of a target company for us merge with are two-fold: first,
        the
        target must have audited or auditable financial statements, and the target
        must
        complete an audit for filing promptly upon the consummation of any acquisition;
        and, second, that the target management must be ready, willing and able to
        carry
        forth those reporting requirements or face delisting from the OTCBB, if listed,
        and delinquency and possible liability for failure to report.
 
 Certain
        private companies may find a business combination more attractive than an
        initial public offering of their securities. Reasons for this may include
        the
        following:
 
 ·
            inability
                to obtain underwriter; ·
            possible
                larger costs, fees and expenses; ·
            possible
                delays in the public offering process; ·
            greater
                dilution of their outstanding securities. 
 Certain
        private companies may find a business combination less attractive than an
        initial public offering of their securities. Reasons for this may include
        the
        following:
 
 ·
            no
                investment capital raised through a business
                combination; ·
            no
                underwriter support of after-market
                trading. 
 The
        Company is voluntarily filing this Registration Statement with the Securities
        and Exchange Commission and is under no obligation to do so under the Securities
        Exchange Act of 1934. The Company will continue to file all reports required
        of
        it under the Exchange Act until a business combination has occurred. A business
        combination will normally result in a change in control and management of
        the
        Company. Since a benefit of a business combination with the Company would
        normally be considered its status as a reporting company, it is anticipated
        that
        the Company will continue to file reports under the Exchange Act following
        a
        business combination. No assurance can be given that this will occur or,
        if it
        does, for how long.
 
 Results
        of Operations for the Year Ended December 31, 2005
 
 The
        Company had no revenues for the year ended December 31, 2005.
 
 Expenses
        for the year ended December 31, 2005 were $384,001.
  Item
        6A. Quantitative
        and Qualitative Disclosures About Market Risk .
 
 We
        face
        exposure to fluctuations in the price of our common stock due to the very
        limited cash resources we have. For example, the Company has very limited
        resources to pay legal and accounting professionals. If we are unable to
        pay a
        legal or accounting professional in order to perform various professional
        services for the company, it may be difficult, if not impossible, for the
        Company to maintain its reporting status under the ‘34 Exchange Act. If the
        Company felt that it was likely that it would not be able to maintain its
        reporting status, it would make a disclosure by filing a Form 8-K with the
        SEC.
        In any case, if the Company was not able to maintain its reporting status,
        it
        would become “delisted” and this would potentially cause an investor or an
        existing shareholder to lose all or part of his investment.
 
 Item
        7. Financial
        Statements .
 
 Our
        Financial Statements can be found on the “F” pages at the end on this
        Report.
 
 Item
        8. Changes
        In and Disagreements with Accountants on Accounting and Financial
        Disclosure
 
 None.
 
 Item
        8A. Controls
        and Procedures
 
 Under
        the
        supervision and with the participation of our management, currently consisting
        of Mark L. Baum, we have evaluated the effectiveness of the design and operation
        of our disclosure controls and procedures as of the end of the period covered
        by
        this annual report, and based on their evaluation, our Chief Executive Officer
        and Chief Financial Officer have concluded that these disclosure controls
        and
        procedures are effective in timely alerting them to material information
        relating to the Company required to be included in the Company’s periodic SEC
        filings. There were no significant changes in our internal control over
        financial reporting that could significantly affect this control since our
        last
        fiscal quarter.
  Disclosure
        controls and procedures are the controls and other procedures that are designed
        to ensure that information required to be disclosed by us in the reports
        we file
        or submit under the Exchange Act is recorded, processed, summarized, and
        reported, within the time periods specified in the Securities and Exchange
        Commission’s rules and forms. Disclosure controls and procedures include,
        without limitation, controls and procedures designed to ensure that information
        required to be disclosed by us in the reports that we file under the Exchange
        Act is accumulated and communicated to our management, including our Chief
        Executive Officer and Chief Financial Officer, as appropriate, to allow timely
        decisions regarding required disclosure.
 
 Item
        8B. Other
        Information .
 
 None.
  
  **PART
        III**
 
 Item
                  9.
              Directors,
                  Executive Officers, Promoters and Control Persons; Compliance with
                  Section
                  16(a) of the Exchange Act
 
 **Directors
        and Executive Officers**
 
 As
        of
        April 13, 2006, our executive officers and directors, the positions held
        by
        them, and their ages are as follows:
 
 **Name**     **Age**   **Position__________________________**
 
 Mark
        L.
        Baum    33   Director,
        President, Chief Executive Officer, Chief
 Financial
        Officer  and
        Secretary
  **Mark
        L. Baum, Esq.**
 **Director,
        President, Chief Executive Officer, Chief Financial Officer and
        Secretary**
 
 Mr.
        Baum
        is our sole officer and director. In 2002, Mr. Baum founded Business Consulting
        Group Unlimited, Inc., a Southern California-based merchant banking firm.
        Mr.
        Baum is a licensed attorney in the State of California and the principal
        attorney for The Baum Law Firm, PC a firm which he founded in 1998. Mr. Baum
        has
        more than 11 years experience in creating, financing and growing development
        stage enterprises in a variety of industries. Mr. Baum has participated in
        numerous public spin-offs, venture fundings, private-to-public mergers,
        corporate restructurings, asset acquisitions and asset divestitures. Mr.
        Baum’s
        law practice focuses on securities laws and related issues for small-cap
        and
        micro-cap publicly reporting companies.
 
 We
        have
        no other employees.
 
 Mr.
        Baum
        has not been involved in a legal proceeding within the past 5 years that
        would
        materially affect his integrity or his ability to act on behalf of our
        company.
 
 Mr.
        Baum
        controls the operational direction of PNG Ventures, Inc.
 
 **Audit
        Committee**
 
 We
        do not
        have an audit committee. We do not have a financial expert serving on our
        board
        of directors.
 
 **Code
        of Ethics**
 
 We
        have
        not have not adopted a code of ethics at this time.
  **Section
        16(a) Beneficial Ownership Reporting Compliance**
 
 Section 16(a)
        of the Securities Exchange Act of 1934, as amended, requires our directors,
        executive officers, and stockholders holding more than 10% of our outstanding
        common stock, to file with the Securities and Exchange Commission initial
        reports of ownership and reports of changes in beneficial ownership of our
        common stock. Executive officers, directors and greater-than-10% stockholders
        are required by SEC regulations to furnish us with copies of all
        Section 16(a) reports they file. To our knowledge, based solely on review
        of the copies of such reports furnished to us for the year ended December
        31,
        2005, no Section 16(a) reports required to be filed by our executive
        officers, directors and greater-than-10% stockholders were filed on a timely
        basis.
  Item
        10. Executive
        Compensation
 
 The
        following table sets forth the cash compensation paid to the Chief Executive
        Officer and to all other executive officers for services rendered during
        the
        fiscal years ended December 31, 2005 and 2004.
 
 **Annual
                  Compensation**
              
              **Long-Term
                  Compensation****Common
                  Shares****Underlying**
              
              **All****Restricted**
              
              **Options**
              
              **Other****Other
                  Annual**
              
              **Stock**
              
              **Granted**
              
              **Compen****Name
                  and Position**
              
              **Year**
              
              **Salary**
              
              **Bonus**
              
              **Compensation**
              
              **Awards
                  ($)**
              
              **(#
                  Shares)**
              
              **-sation**Mark
                  L. Baum
              
              2005
              
              90,000
              
              -0-
              
              -0-
              
              -0-
              
              ------
              
              -0-*Chairman,
                  President,*
              
              2004
              
              -0-
              
              -0-
              
              -0-
              
              -0-
              
              ------
              
              -0-*Chief
                  Executive Officer**Chief
                  Financial Officer**and
                  Secretary*
 
 **Option
        Grants and Exercises**
 
 There
        were no option grants or exercises by any of the executive officers named
        in the
        Summary Compensation Table above.
 
 **Employment
        Agreements**
 
 Mr.
        Baum
        has an employment or compensatory agreement with the Company.
 
 **Compensation
        of Directors**
 
 All
        directors receive reimbursement for reasonable out-of-pocket expenses in
        attending board of directors meetings and for promoting our business. From
        time
        to time we may engage certain members of the board of directors to perform
        services on our behalf. In such cases, we compensate the members for their
        services at rates no more favorable than could be obtained from unaffiliated
        parties.
 
 Item
        11. Security
        Ownership of Certain Beneficial Owners and Management and Related Stockholder
        Matters
 
 The
        following table sets forth certain information regarding the beneficial
        ownership of our common stock as of April 13, 2006 by the following
        persons:
 
 ·
            each
                person who is known to be the beneficial owner of more than five
                percent
                (5%) of our issued and outstanding shares of common
                stock; ·
            each
                of our directors and executive officers;
                and ·
            all
                of our directors and executive officers as a group. 
 **Name
                  And Address**
              **Number
                  Of Shares****Beneficially
                  Owned**
              **Percentage
                  Owned**Mark
                  L. Baum(1)
              57,388
              .29All
                  directors and officers as a group
              57,388
              .29
 
 (1)  The
        address is 580 2 nd Street,
        Suite 102, Encinitas, CA 92024.
 
 Beneficial
        ownership is determined in accordance with the rules and regulations of the
        SEC.
        The number of shares and the percentage beneficially owned by each individual
        listed above include shares that are subject to options held by that individual
        that are immediately exercisable or exercisable within 60 days from the date
        of
        this report and the number of shares and the percentage beneficially owned
        by
        all officers and directors as a group includes shares subject to options
        held by
        all officers and directors as a group that are immediately exercisable or
        exercisable within 60 days from the date of this report.
 
 Item
        12. Certain
        Relationships and Related Transactions
 
 On
        June
        25, 2004, The Baum Law Firm, Inc. (“TBLF”), an entity controlled by our Chairman
        and CEO, Mark L. Baum, Esq., purchased, in a private transaction, 78,776
        of our
        restricted common shares.
 
 On
        June
        25, 2004, TBLF was issued 16,000 restricted common shares in consideration
        for
        legal TBLF performed on behalf of the company.
 
 On
        September 29, 2004, Business Consulting Group Unlimited, Inc., a general
        business consulting entity owned by Mr. Baum, was issued 20,000 restricted
        common shares, in consideration of non-legal services that were performed
        on our
        behalf.
 
 As
        of
        September 29, 2004, Mr. Baum directly controlled approximately 114,776 of
        the
        200,249 common shares that were then issued and outstanding.
 
 In
        October of 2004, Mr. Baum sold, in a private transaction, 57,387 of the
        restricted shares he was the beneficial owner of, to James B. Panther II.
        As of
        the date of this filing, Mr. Baum is the beneficial owner of 57,389 of our
        restricted common shares.
 
 Item
        13.
        Exhibits
  **Exhibit
                  No.**
              
              **Description**2.1
              
              Plan
                  of Reorganization and Tender. (Attached as an exhibit to our Form
                  10-SB
                  filed with the SEC on February 19, 2000 and incorporated herein
                  by
                  reference).3(i).1
              
              Articles
                  of Incorporation. (Attached as an exhibit to our Form 10-SB filed
                  with the
                  SEC on February 19, 2000 and incorporated herein by
                  reference).3(i).2
              
              Certificate
                  of Amendment to the Articles of Incorporation changing the name
                  of the
                  corporation to PNG Ventures, Inc. (Attached as an exhibit to our
                  Form
                  10-SB filed with the SEC on February 19, 2000 and incorporated
                  herein by
                  reference).3(ii)
              
              Bylaws.
                  (Attached as an exhibit to our Form 10-SB filed with the SEC on
                  February
                  19, 2000 and incorporated herein by reference).23.1
              
              Consent
                  of Chisholm, Bierwolf & Nilson, LLC.32.1
              
              Certification
                  pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002.32.2
              
              Certification
                  pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section
                  906 of
                  the Sarbanes-Oxley Act of 2002.99.1
              
              Paper
                  Computer Corporation Financial Statements relating to the period
                  from the
                  date of inception, February 2, 2000, through March 31, 2000. (Attached
                  as
                  an exhibit to our Form 8-K filed with the SEC on February 26, 2000
                  and
                  incorporated herein by reference).99.2
              
              PNG
                  Ventures, Inc. Unaudited Financial Statements for the Quarter Ending
                  March
                  31, 2000. (Attached as an exhibit to our Form 10-QSB filed with
                  the SEC on
                  April 27, 2000 and incorporated herein by reference).99.3
              
              PNG
                  Ventures, Inc. Unaudited Pro Forma Consolidated Financial Statements
                  as of
                  March 31, 2000. (Attached as an exhibit to our Form 8-K filed with
                  the SEC
                  on August 29, 2000 and incorporated herein by
                  reference).99.4
              
              Paper
                  Computer.com, Inc. Form 15 (As filed with the SEC on June 12, 2001
                  and
                  incorporated herein by reference).99.5
              
              Paper
                  Computer Corporation Form 8-K. (As filed with the SEC on June 15,
                  2001 and
                  incorporated herein by reference).
 
 Item
        14. Principal
        Accountant Fees and Services
 
 **Appointment
        of Auditors**
  Our
        Board
        of Directors selected Chisholm Bierwolf & Nilson, LLC of Bountiful, Utah, as
        our auditors for the year ended December 31, 2005.
 
 **Audit
        Fees**
 
 Chisholm
        Bierwolf & Nilson, LLC, billed us $3,700 in fees for our annual audit for
        the year ended December 31, 2005 and $700 in fees for the review of our
        quarterly financial statements for that year.
 
 Chisholm
        Bierwolf & Nilson, LLC, billed us $4,000 in fees for our annual audit for
        the year ended December 31, 2005 and $1,385 in fees for the review of our
        quarterly financial statements for that year.
 
 **Audit-Related
        Fees**
  We
        did
        not pay any fees to Chisholm Bierwolf & Nilson, LLC for assurance and
        related services that are not reported under Audit Fees above, during our
        fiscal
        years ending December 31, 2005 and December 31, 2004.
 
 **Tax
        and All Other Fees**
  We
        did
        not pay any fees to Chisholm Bierwolf & Nilson, LLC for tax compliance, tax
        advice, tax planning or other work during our fiscal years ending December
        31,
        2005 and December 31, 2004.
 
 **Pre-Approval
        Policies and Procedures**
 
 We
        have
        implemented pre-approval policies and procedures related to the provision
        of
        audit and non-audit services. Under these procedures, our board of directors
        pre-approves all services to be provided by Chisholm Bierwolf & Nilson, LLC
        the estimated fees related to these services.
 
 With
        respect to the audit of our financial statements as of March 31, 2005, and
        for
        the year then ended, none of the hours expended on Chisholm Bierwolf &
Nilson, LLC’s engagement to audit those financial statements were attributed to
        work by persons other than Chisholm Bierwolf & Nilson, LLC’s full-time,
        permanent employees.
  
  **Signatures**
 
  In
        accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
        the
        registrant caused this report to be signed on its behalf by the undersigned,
        thereunto duly authorized on August 10, 2006.
  
  **PNG
                  VENTURES, INC.**
                
                
                By:
                  /s/ Mark L. Baum
                Mark
                  L. Baum
                Chief
                  Executive Officer
 
  
  Pursuant
        to the requirements of the Securities Exchange Act of 1934, as amended, this
        report has been signed below by the following persons on behalf of the
        registrant and in the capacities indicated.
 
 Signatures    Title       Date
 
 
 /s/
        Mark L. Baum    Director,
        President, Chief Executive Officer,  August
        10, 2006
 Mark
        L.
        Baum    Financial
        Officer  and
        Secretary
  
  REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   To
        the
        Stockholders and Board of Directors
 PNG
        Ventures, Inc.
  We
        have
        audited the accompanying balance sheets of PNG Ventures, Inc. as of December
        31,
        2005 and 2004 and the related statement of operations, stockholders’ equity and
        cash flows for the years the ended and from inception of the development
        stage
        on June 23, 1009 through December 31, 2005.  These financial statements are
        the responsibility of the Company’s management.  Our responsibility is to
        express an opinion on these financial statements based on our
        audits.
  We
        conducted our audits in accordance with standards of the PCAOB (United
        States).  Those standards require that we plan and perform the audits to
        obtain reasonable assurance about whether the financial statements are free
        of
        material misstatement.  The Company is not required to have, nor were we
        engaged to perform, audits of its internal control over financial reporting.
        Our
        audit included consideration of internal control over financial reporting
        as a
        basis for designing audit procedures that are appropriate in the circumstances,
        but not for the purpose of expressing an opinion on the effectiveness of
        the
        Company’s internal control over financial reporting.  Accordingly, we
        express no such opinion. An audit also includes examining, on a test basis,
        evidence supporting the amounts and disclosures in the financial statements,
        assessing the accounting principles used and significant estimates made by
        management, as well as evaluating the overall financial statement
        presentation.  We believe that our audits provide a reasonable basis for
        our opinion.
  In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of PNG Ventures, Inc. as of December
        31, 2005 and 2004 and the results of their operations and their cash flows
        for
        the years then ended and from inception of the development stage on June
        23,
        1995 through December 31, 2005, in conformity with accounting principles
        generally accepted in the United States of America.
  The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern.  As discussed in Note 2 to the financial
        statements, the Company has sustained significant losses from operations,
        has a
        deficit in working capital and is dependent on financing to continue
        operations.  This raises substantial doubt about the Company’s ability to
        continue as a going concern.  Management’s plans in regard to these matters
        are also described in Note 2.  The financial statements do not include any
        adjustments that might result from the outcome of this uncertainty.
   Chisholm,
        Bierwolf & Nilson, LLC
 Bountiful,
        Utah
 April
        11,
        2006
  
  
 **PNG
                  VENTURES, INC.**
              **Page**Balance
                  Sheet at December 31, 2005 and 2004
              F-1Statements
                  of Operations for the years ended December 31, 2005 and 2004
              F-2Statements
                  of Changes in Shareholders' Deficit for the years ended December
                  31, 2005
                  and 2004
              F-3Statements
                  of Cash Flows for the years ended December 31, 2005 and
                  2004
              F-4Notes
                  to Financial Statements
              F-5
 
  
  
 **PNG
                  VENTURES, INC.****(A
                  Development Stage Company)****Balance
                  sheets****December
                  31**
              
              **December
                  31****2005**
              
              **2004****Assets****Assets**Cash
              
              
              
              
              
              $
              —
              $
              —Total
                  current Assets
              
              
              —
              
              —Joint
                  venture working interest
              
              
              —
              
              177,789Total
                  Assets
              
              $
              —
              $
              177,789**Liabilities
                  and Shareholders’ Deficit****Current
                  Liabilities**Accounts
                  payable
              
              $
              24,790
              $
              3,290Accounts
                  payable - related party
              
              
              94,912
              
              200Accrued
                  expenses
              
              
              90,000
              
              —Total
                  Current Liabilities
              
              
              209,702
              
              3,490**Shareholders’
                  Deficit**Common
                  stock, $.001 par value; 50,000,000 shares authorized,198,309
                  and 200,049 shares issued and outstanding
              
              
              198
              
              200Additional
                  paid-in capital
              
              
              922,319
              
              922,317Deficit
                  accumulated during development stage
              
              
              (1,132,219)
              
              (748,218)Total
                  shareholder’s deficit
              
              
              (209,702)
              
              174,299Total
                  Current Liabilities and Shareholder's Deficit
              $
              —
              $
              177,789**See
                  accompanying notes to financial statements****F-1**
 
  
  
 **PNG
                  VENTURES, INC.****(a
                  Development Stage Company)****Statements
                  of Operations****From****inception****For
                  the years ended**
              **June
                  23, 1995****December
                  31**
              **through****2005**
              
              **2004**
              **2005**Revenues:Sales
              
              
              
              
              
              $
              —
              $
              —
              5,000Operating
                  expenses:General
                  and Administration
              
              319,289
              
              150,507
              1,072,507Total
                  operating expenses
              319,289
              
              150,507
              1,072,507Net
                  loss
              
              (319,289)
              
              (150,507)
              (1,067,507)Basic
                  and diluted loss per share
              $
              (1.80)
              $
              (0.85)
              (25.01)Basic
                  and diluted weighted averagecommon
                  shares outstanding
              
              177,564
              
              177,564
              42,681**See
                  accompanying notes to financial statements****F-2**
 
  
  
 **PNG
                  VENTURES, INC.****(a
                  Development Stage Company)****Statement
                  of Changes in Shareholders’ Deficit****Deficit****Accumulated****Additional**
              
              **During
                  the****Common
                  Stock**
              
              **Paid-In**
              
              **Development****Shares**
              
              **Par
                  Value**
              
              **Capital**
              
              **Stage**Issuance
                  of common stock for cash
              7,126
              
              7
              
              4,993
              
              —Net
                  loss December 31, 1995
              
              
              
              
              
              
              (3,000)Balance
                  at December 31, 1995
              7,126
              $
              7
              
              4,993
              $
              (3,000)Issuance
                  of common stock for cashat
                  $333.33 per share
              75
              
              —
              
              25,000Issuance
                  of common stock for cashat
                  $6.61 per share
              62
              
              
              
              410Net
                  loss December 31, 1996
              
              
              
              
              
              
              (27,410)Balance
                  at December 31, 1996
              7,263
              $
              7
              $
              30,403
              $
              (30,410)Net
                  loss December 31, 1997
              —
              
              —
              
              —
              
              —Balance
                  at December 31,1997
              7,263
              $
              7
              $
              30,403
              $
              (30,410)Net
                  loss December 31, 1998
              —
              
              —
              
              —
              
              —Balance
                  at December 31, 1998
              7,263
              $
              7
              $
              30,403
              $
              (30,410)Net
                  loss December 31, 1999
              —
              
              —
              
              —
              
              —Balance
                  at December 31, 1999
              7,263
              $
              7
              $
              30,403
              $
              (30,410)Issuance
                  of common stock for servicesvalued
                  at $.50 per share
              10,000
              
              10
              
              4,990Cancellation
                  of common shares
              (10,000)
              
              (10)
              
              (4,990)Issuance
                  of common stock in anacquisition
                  valued at $.50 per share
              18,458
              
              18
              
              9,211Cancellation
                  of common shares
              (18,458)
              
              (18)
              
              (9,211)Net
                  loss December 31, 2000
              
              
              
              
              
              
              (153,279)Balance
                  at December 31, 2000
              7,263
              $
              7
              $
              30,403
              $
              (183,689)Issuance
                  of common stock for servicesvalued
                  at $.25 per share
              10,000
              
              10
              
              2,470Net
                  loss December 31, 2001
              
              
              
              
              
              
              (98,049)Balance
                  at December 31, 2001
              17,263
              $
              17
              $
              32,873
              $
              (281,738)Issuance
                  of common stock for debtconversion
              
              
              27,500
              
              28
              
              273,566Net
                  loss December 31, 2002
              
              
              
              
              
              
              (73,284)Balance
                  at December 31, 2002
              44,763
              $
              45
              $
              306,439
              $
              (355,022)Issuance
                  of common stock for debtconversion
              
              
              119,000
              
              119
              
              446,131Net
                  loss December 31, 2003
              
              
              
              
              
              
              (242,688)Balance
                  at December 31, 2003
              163,763
              $
              164
              $
              752,570
              $
              (597,710)Issuance
                  of common stock for debtconversion
              
              
              16,000
              
              16
              
              39,984Issuance
                  of common stock for servicesvalued
                  at $.001 per share
              20,000
              
              20
              
              59,980Reclass
                  of accounts payable
              
              
              
              
              69,783Rounding
                  of shares due to 250:1reverse
                  stock split
              286
              
              
              
              
              
              (1)Net
                  loss December 31, 2004
              
              
              
              
              
              
              (150,507)Cancellation
                  of shares
              200,049
              
              200
              
              922,317
              
              (748,218)(2)
              
              2Net
                  loss December 31, 2005
              
              
              
              
              
              
              (206,212)Balance
                  at December 31, 2005
              200,049
              $
              198
              $
              922,319
              $
              (954,430)**See
                  accompanying notes to financial statements****F-3**
 
  
  
 **PNG
                  VENTURES, INC.****(A
                  Development Stage Company)****Statements
                  of Cash Flows****From****inception****For
                  the years ended**
              
              **June
                  23, 1995****December
                  31,**
              
              **December
                  31,**
              
              **through****2005**
              
              **2004**
              
              **2005**Cash
                  flows from operating activities:Net
                  loss
              
              
              
              
              $
              (319,289)
              $
              (150,507)
              $
              (1,132,219)Adjustments
                  to reconcile net loss to net cashused
                  in operating activities:Stock
                  for services
              
              
              
              60,000
              
              62,500Conversion
                  of payables
              
              
              
              39,981
              
              39,982Changes
                  in investment asset
              
              
              47,197
              
              47,197Changes
                  in operating assets and liabilitiesDecrease
                  in Joint Venture working interest
              
              177,789
              
              
              
              177,789Increase
                  in accounts payable
              
              21,500
              
              3,290
              
              298,384Increase
                  in accounts payable - related party
              
              30,000
              
              
              
              94,712Increase
                  in accrued expenses
              
              90,000
              
              
              
              90,000Net
                  used by operating activities
              
              —
              
              (39)
              
              (321,655)Cash
                  flows from investing activitiesCash
                  paid for joint venture interest
              
              —
              
              —
              
              (224,986)Net
                  cash paid for investing activities
              
              —
              
              —
              
              (224,986)Cash
                  flows from financing activitiesProceeds
                  from debt financing
              
              
              
              
              
              516,231Proceeds
                  from issuance of common stock for cash
              
              
              
              
              
              30,410Net
                  cash provided by financing activities
              
              
              
              
              
              546,641Net
                  increase (decrease) in cash
              
              —
              
              (39)
              
              —Cash,
                  beginning of period
              
              —
              
              39
              
              -Cash,
                  end of period
              $
              —
              $
              —
              $
              -**See
                  accompanying notes to financial statements****F-4**