U.
S. SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





FORM
10-KSB




ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934


For the
fiscal year ended December 31,
2007




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: 000-29735





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.)2038
      Corte Del Nogal, Suite 110
              Carlsbad,
      California 92011
              ________________________________________________________________________
              (Address
      of principal executive offices, including zip
  code)







Registrant’s
telephone number, including area
code:                                                                                                           (760) 804-8844




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





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant was approximately $749,322 based upon the
closing price of our common stock which was $0.35 on February 13,
2008.  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 40,057,388 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
April 14, 2008, there were 42,198,309 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 ISEXTREMELYRISKY.


























PART
I





Item
1.  Description of the
Business.





a.           Corporate
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 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.





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.





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.





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.”





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.





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
Petroleum (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.





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 traded
on the OTC Bulleting Board under the symbol “PNGX.”





We have no internet website
address.





b.           Current Business
Operations.





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. Our clients send the documents 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 2008.





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, management also believes that there may 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.





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.





c.           Recent
Developments.





In March
2006, we completed a private placement of $240,000. As previously disclosed in
our Form 8-K filed with the SEC on August 27, 2007, on August 17, 2007, we
entered into a note amendment agreement (the “Note Amendment Agreement”) with
the holder of a Convertible Promissory Note (the “Note”) issued in the
amount of $120,000. Pursuant to the Note Amendment Agreement, $70,000 of the
principal amount of the Note was cancelled in exchange for an adjustment in the
conversion price to $0.025 per share.  We incurred a conversion
expense based on the adjustment of the conversion price of $50,000. On August
20, 2007, pursuant to a notice of conversion, the holder of the Note converted
the entire outstanding balance of the Note into 2,000,000 shares of our common
stock.





As
previously disclosed in our Form 8-K filed with the SEC on August 27, 2007, on
August 20, 2007, we entered into a Common Stock Share Exchange Agreement (the
“Exchange Agreement”) whereby we exchanged 40,000,000 shares of our restricted
common stock in exchange for 199 restricted shares of a privately held Nevada
corporation (the “Private Corporation”). The 199 restricted shares represent a
49% interest in the Private Corporation. We valued this investment based on the
estimated value of the patents held by the Private Corporation of $10,000
and  hence our share is $4,987.





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 2038 Corte Del Nogal, Suite 110, Carlsbad, California,
92011.





Item
3.  Legal
Proceedings.





None.





Item
4.  Submission of Matters to a
Vote of Security Holders.





On August
20, 2007, a majority of our shareholders approved of the Exchange Agreement
described more fully in Item 1(c) above.








PART
II





Item
5.   Market for Common Equity and
Related Stockholder Matters.





Our
common stock is currently traded on the Over the Counter Bulletin Board 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.





2007
            Low
            HighFirst
      Quarter
            $.50
            .50Second
      Quarter
            .30
            .50Third
      Quarter
            .30
            .75Fourth
      Quarter
            .30
            .35








2006
            Low
            HighFirst
      Quarter
            $.50
            1.01Second
      Quarter
            .51
            .75Third
      Quarter
            .40
            1.01Fourth
      Quarter
            .40
            .45





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.





Holders.





As of
April 14, 2008, there were approximately 181 record holders of our common
stock.





Dividends.





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.





Securities Authorized for
Issuance Under Equity Compensation Plans.





As of the date of this filing, there
are no securities authorized to be issued under an equity compensation
plan.





Recent Sales of Unregistered
Securities.





On August
20, 2007, pursuant to a notice of conversion, the holder of a Convertible
Promissory Note with a principal outstanding balance of $50,000 converted the
entire outstanding balance of the Note into 2,000,000 shares of the Company’s
common stock.





On August
20, 2007, we entered into a Common Stock Share Exchange Agreement (the “Exchange
Agreement”) whereby we exchanged 40,000,000 shares of our restricted common
stock in exchange for 199 restricted shares of a privately held Nevada
corporation (the “Private Corporation”).





Item
6.  Management’s Discussion and
Analysis or Plan of Operation.





The
following discussion and analysis should be read in conjunction with our audited
consolidated financial statements and related notes included in this
report.  This report contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995.  The
statements contained in this report that are not historic in nature,
particularly those that utilize terminology such as “may,” “will,” “should,”
“expects,” “anticipates,” “estimates,” “believes,” or “plans” or comparable
terminology are forward-looking statements based on current expectations and
assumptions.





The
forward-looking events discussed in this report, the documents to which we refer
you and other statements made from time to time by us or our representatives,
may not occur, and actual events and results may differ materially and are
subject to risks, uncertainties and assumptions about us.  For these
statements, we claim the protection of the “bespeaks caution”
doctrine.  All forward-looking statements in this document are based
on information currently available to us as of the date of this report, and we
assume no obligation to update any forward-looking
statements.  Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results to
differ materially from any future results, performance or achievements expressed
or implied by such forward-looking statements.





Critical Accounting
Policies.





Our
critical and significant accounting policies, including the assumptions and
judgments underlying them, are disclosed in the Notes to the Financial
Statements.  These policies have been consistently applied in all
material respects and address such matters as revenue recognition and
depreciation methods.  The preparation of the financial statements in
conformity with generally accepted accounting principles in the United States
requires 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 reported period.  Actual results
could differ from those estimates.  The accounting treatment of a
particular transaction is specifically dictated by accounting principles,
generally accepted in the United States of America, with no need for
management’s judgment in their application.  There are also areas in
which management’s judgment in selecting any viable alternative would not
produce a materially different result.  See our audited financial
statements and notes thereto which contain accounting policies and other
disclosures required by accounting principles, generally accepted in the United
States of America.




Results of Operations for
the Year Ended December 31, 2007.





Revenues.





Year
              Ended
      December 312007
            
            2006Total
      Sales
            $0
            
            $0





We had no
revenues for the year ended December 31, 2007 or for the year ended December 31,
2006.





Operating
Expenses.





Year
              Ended
      December 312007
            
            2006Operating
      Expense
            ($245,298)
            
            ($265,695)





For the year ended December 31, 2007,
we had operating expenses of $245,298 as compared with operating expenses of
$265,695 for the year ended December 31, 2006.





Net Profit
(Loss).





Year
              Ended
      December 312007
            
            2006Net
      Profit (Loss)
            ($370,960)
            
            ($460,095)





For the
year ended December 31, 2007, we sustained net losses of $370,960 as compared
with net losses of $460,095 for the year ended December 31, 2006.





Liquidity and Capital
Resources.





We had $0 cash on hand as of December
31, 2007 and December 31, 2006 respectively,





Since our
inception, we have financed our operations through the proceeds from the
issuance of equity securities and loans from stockholders and others. Funds from
these sources have been used as working capital to fund the build-out of our
network and for internal operations, including the purchases of capital
equipment.





Our
expectations are based on certain assumptions concerning the anticipated costs
associated with any new projects.  These assumptions concern future
events and circumstances that our officers believe to be significant to our
operations and upon which our working capital requirements will
depend.  Some assumptions will invariably not materialize and some
unanticipated events and circumstances may occur subsequent to the date of this
report.  The timing and amount of our capital requirements will depend
on a number of factors, including demand for our products and services. We will
continue to seek to funding for our capital requirements from the additional
sale of our securities, however, it is possible that we will be unable to obtain
sufficient additional capital through the sale of our securities as
needed.




We intend to retain any future earnings
to retire any existing debt, finance the expansion of our business and any
necessary capital expenditures, and for general corporate purposes.





Inflation.





Although
management expects that our operations will be influenced by general economic
conditions, we do not believe that inflation had a material effect on our
results of operations for the period ending December 31, 2007.





Going
Concern.





The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate our continuation as
a going concern.  The history of losses and our inability to make a
profit from selling a good or service has raised substantial doubt about our
ability to continue as a going concern.





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.


























PNG
      VENTURES, INC.
            PageReport
      of Independent Registered Public Accounting Firm
            10Balance
      Sheets at December 31, 2007 and 2006
            11Statements
      of Operations for the years ended December 31, 2007 and
    2006
            12Statements
      of Changes in Shareholders' Deficit for the years ended December 31, 2007
      and 2006
            13Statements
      of Cash Flows for the years ended December 31, 2007 and
    2006
            16Notes
      to Financial Statements
            18








































REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors


PNG
Ventures, Inc.


Carlsbad,
California





We have
audited the accompanying balance sheets of PNG Ventures, Inc. (A Development
Stage Company) at December 31, 2007  and 2006 and the related
statements of operations, stockholders' equity (deficit) and cash flows for the
years then ended and for the cumulative period from June 23, 1995 (date of
inception) to December 31, 2007. 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 the 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, an audit of its internal controls 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 includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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. at December 31,
2007 and 2006 and the results of its operations and its cash flows for the years
then ended and from June 23, 1995 (inception) through December 31, 2007 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 recorded significant losses from operations, and is
dependent on financing to continue operations, which together raise substantial
doubt about its 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


March 26,
2008












































PNG VENTURES, INC.(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETSDecember
      31,
            
            December
      31,ASSETS
            
            2007
            
            2006Current
      assetsCash
            $
            0
            
            0Total
      current assets
            
            0
            
            0Investment
      in related parties
            
            4,987TOTAL
      ASSETS
            $
            4,987
            
            0LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      liabilitiesAccounts
      payable
            $
            40,783
            
            35,485Accrued
      liabilities
            
            439,912
            
            199,912Accrued
      Interest on Notes Payable
            
            30,062
            
            14,400Convertible
      notes payable net of discount – Related party
            
            120,000
            
            180,000Total
      current liabilities
            
            630,757
            
            429,797TOTAL
      LIABILITIES
            
            630,757
            
            429,797STOCKHOLDERS'
      DEFICITCommon
      stock, 50,000,000 shares authorized, $0.001 par value42,198,309
      and 198,309 shares issued and outstanding.
            
            42,198
            
            198Additional
      paid-in capital
            
            1,295,306
            
            1,162,319Deficit
      accumulated during the development stage
            
            (1,963,274)
            
            (1,592,314)TOTAL
      STOCKHOLDERS' DEFICIT
            
            (625,769)
            
            (429,797)TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            $
            4,987
            
            0The
      accompanying notes are an integral part of these financial
      statements





















































PNG
      VENTURES, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONSFrom
      InceptionFor
      the Year Ended
            
            For
      the Year Ended
            
            June
      23, 1995December
      31,
            
            December
      31,
            
            through
      December 31,2007
            
            2006
            
            2007RevenuesSales
            $
            0
            $
            0
            $
            5,000Total
      revenues
            
            0
            
            0
            
            5,000ExpensesGeneral
      and administrative
            
            245,298
            
            265,695
            
            1,648,212Total
      operating expenses
            
            245,298
            
            265,695
            
            1,648,212Loss
      from operations
            
            (245,298)
            
            (265,695)
            
            (1,643,212)Other
      income (expense)Interest
      expense
            
            15,662
            
            14,400
            
            30,062Interest
      expense attributableto
      BCF
            
            60,000
            
            180,000
            
            240,000Conversion
      ExpenseFinancing
            
            50,000
            
            0
            
            50,000Total
      other income (expense)
            
            (125,662)
            
            (194,400)
            
            (320,062)Net
      Loss before Income Tax
            
            (370,960)
            
            (46,095)
            
            (1,963,274)Income
      Tax
            
            0
            
            0
            
            0NET
      LOSS
            $
            (370,960)
            $
            (460,095)
            
            (1,963,274)Basic
      and diluted lossper
      common share
            $
            (0.02)
            $
            (2.32)
            
            (1.50)Weighted
      average commonshares
      outstanding
            
            15,617,487
            
            198,309
            
            1,310,478The
      accompanying notes are an integral part of these financial
      statements


















































PNG
      VENTURES, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF STOCKHOLDERS' EQUITY (DEFICIT)From
      inception on June 23, 1995 through December 31, 2007Common
      Stock
            
            Additional
            
            Deficit
            
            TotalPar
            
            Paid-in
            
            Accumulated
            
            Stockholders'Shares
            
            Value
            
            Capital
            
            During
      Dev.
            
            Equity
      (Deficit)StageIssuance
      of common stock for cash
            7,126
            $
            7
            $
            4,993
            $
            0
            $
            5,000Net
      Loss for the year endedDecember
      31, 1995
            
            
            
            
            
            
            (3,000)
            
            (3,000)Balance
      December 31, 1995
            7,126
            
            7
            
            4,993
            
            (3,000)
            
            2,000Issuance
      of common stock for cash
            
            
            
            
            
            
            
            
            0at
      $333.33 per share
            75
            
            0
            
            25,000
            
            —
            
            25,0000Issuance
      of common stock for cash
            
            
            
            
            
            
            
            
            0at
      $6.61 per share
            62
            
            0
            
            410
            
            —
            
            4100Net
      Loss for the year ended
            
            
            
            
            
            
            (27,410)
            
            (27,410)December
      31, 1996
            
            
            
            
            
            
            
            
            0Balance
      December 31, 1996
            7,263
            
            7
            
            30,403
            
            (30,410)
            
            0Net
      Loss for the year endedDecember
      31, 1997
            —
            
            —
            
            —
            
            
            
            0Balance
      December 31, 1997
            7,263
            
            7
            
            30,403
            
            (30,410)
            
            0Net
      Loss for the year endedDecember
      31, 1998
            —
            
            —
            
            —
            
            
            
            0Balance
      December 31, 1998
            7,263
            
            7
            
            30,403
            
            (30,410)
            
            0Net
      Loss for the year endedDecember
      31, 1999
            —
            
            —
            
            —
            
            
            
            0Balance
      December 31, 1999
            7,263
            
            7
            
            30,403
            
            (30,410)
            
            0Issuance
      of common stock for servicesvalue
      at $.50 per share
            10,000
            
            10
            
            4,990
            
            —
            
            5,000Cancellation
      of common shares
            (10,000)
            
            (10)
            
            (4,990)
            
            —
            
            (5,000)0Issuance
      of common stock in an
            
            
            
            
            
            
            
            
            0acquisition
      valued at $.50 per share
            18,458
            
            18
            
            9,211
            
            
            
            9,229Cancellation
      of common shares
            (18,458)
            
            (18)
            
            (9,211)
            
            —
            
            (9,229)0Net
      Loss for the year ended
            
            
            
            
            
            
            
            
            0December
      31, 2000
            —
            
            —
            
            —
            
            (153,279)
            
            (153,279)0Balance
      at December 31, 2000
            7,263
            $
            7
            $
            30,403
            $
            (183,689)
            $
            (153,279)Issuance
      of common stock for servicesvalued
      at $.25 per share
            10,000
            
            10
            
            2,470
            
            
            
            2,480Net
      Loss for the year ended
            
            
            
            
            
            
            
            
            0December
      31, 2001
            —
            
            —
            
            —
            
            (98,049)
            
            (98,049)0Balance
      at December 31, 2001
            17,263
            $
            17
            $
            32,873
            $
            (281,738)
            $
            (248,848)Issuance
      of common stock for debtconversion
            27,500
            
            28
            
            273,566
            
            
            
            273,594Net
      Loss for the year endedDecember
      31, 2002
            
            
            
            
            
            
            (73,284)
            
            (73,284)Balance
      at December 31, 2002
            44,763
            
            45
            
            306,439
            
            (355,022)
            
            (48,538)Issuance
      of common stock for debtconversion
            119,000
            
            119
            
            446,131
            
            
            
            446,250Net
      Loss for the year endedDecember
      31, 2003
            
            
            
            
            
            
            (242,688)
            
            (242,688)Balance
      at December 31, 2003
            163,763
            
            164
            
            752,570
            
            (597,710)
            
            155,024Issuance
      of common stock for debtconversion
            16,000
            
            16
            
            39,984
            
            
            
            40,000Issuance
      of common stock for servicesvalued
      at $.001 per share
            20,000
            
            20
            
            59,980
            
            
            
            60,000Reclass
      of accounts payable
            
            
            
            
            69,783
            
            
            
            69,783Rounding
      of shares due to 250:1 reverse
            286
            
            
            
            
            
            (1)
            
            (1)stock
      splitNet
      Loss for the year endedDecember
      31, 2004
            
            
            
            
            
            
            (150,507)
            
            (150,507)Balance
      at December 31, 2004
            200,049
            
            200
            
            922,317
            
            (748,218)
            
            174,299Cancellation
      of shares
            (1,740)
            
            (2)
            
            2
            
            
            
            0Net
      Loss for the year endedDecember
      31, 2005
            
            
            
            
            
            
            (384,001)
            
            (384,001)Balance
      at December 31, 2005
            198,309
            
            198
            
            922,319
            
            (1,132,219)
            
            (209,702)Value
      attributed to Beneficialconversion
      feature
            
            
            
            
            240,000
            
            
            
            240,000Net
      Loss for the year endedDecember
      31, 2006
            
            
            
            
            
            
            (460,095)
            
            (460,095)Balance
      at December 31, 2006
            198,309
            $
            198
            $
            1,162,319
            $
            (1,592,314)
            $
            (429,797)Issuance
      of common stock for debtConversion
      and finance costs
            2,000,000
            
            2,000
            
            98,000
            
            
            
            100,000Issuance
      of common stock forinvestment
      in related party
            40,000,000
            
            40,000
            
            (35,013)
            
            
            
            4,987Forgiveness
      of related party debt
            
            
            
            
            70,000
            
            
            
            70,000Net
      Loss for the year endedDecember
      31, 2007
            
            
            
            
            
            
            (370,960)
            
            (370,960)Balance
      at December 31, 2007
            42,198,309
            $
            42,198
            
            1,295,306
            
            (1,963,274)
            
            (625,770)The
      accompanying notes are an integral part of these financial
      statements














































PNG
      VENTURES, INC.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWSFrom
      InceptionJune
      23, 1995throughDecember
      31,
            
            December
      31,
            December
      31,2007
            
            2006
            2007CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      Loss
            $
            (370,960)
            $
            (460,095)
            (1,963,274)Adjustments
      to reconcile net loss to netcash
      used in operating activities:Accretion
      of note discount
            
            60,000
            
            180,000
            240,000Conversion
      of accounts payable
            
            -
            
            240,000
            240,000Stock
      for services
            
            -
            
            -
            62,500Conversion
      of payables
            
            -
            
            -
            39,982Changes
      in investment asset
            
            -
            
            -
            47,197Conversion
      expense financing
            
            50,000
            
            -
            50,000Changes
      in operating assets and liabilities:Decrease
      in Joint Venture working interest
            
            -
            
            
            177,789Accounts
      payable and accrued expenses
            
            245,298
            
            25,695
            749,377Accounts
      payable - related party
            
            -
            
            -
            4,712Accrued
      Interest Payable
            
            15,662
            
            14,400
            30,062NET
      CASH USED IN OPERATING ACTIVITIES
            $
            -
            $
            -
            (321,655)CASH
      FLOWS FROM INVESTING ACTIVITIESCash
      paid for joint venture interest
            
            -
            
            —
            (224,986)NET
      CASH USED IN INVESTING ACTIVITIES
            $
            -
            $
            -
            (224,986)CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from debt financing
            
            -
            
            -
            516,231Proceeds
      from sale of common stock
            
            -
            
            -
            30,410NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            $
            -
            $
            -
            546,641NET
      CHANGE IN CASH
            
            -
            
            -
            -CASH
      BALANCESBeginning
      of period
            
            -
            
            -
            -End
      of period
            $
            -
            $
            -
            -SUPPLEMENTAL
      DISCLOSURE:Interest
      paid
            $
            -
            $
            -
            -Income
      taxes paid
            
            -
            
            -
            -NON-CASH
      ACTIVITIES:Debt
      converted to common stock
            $
            50,000
            $Deferred
      financing costs
            
            
            
            240,000
            —Debt
      discount
            
            
            
            60,000
            —Issued
      shares for investment in Bugless.com, Inc
            
            4,987Contribution
      by shareholder via forgiveness of debt
            
            70,000The
      accompanying notes are an integral part of these financial
      statements







































PNG
VENTURES, INC.


(A
Development Stage Company)


Notes
to the Financial Statements


December
31, 2007 and 2006





Note
1.           Summary Of Accounting
Policies.





a.  Organization.





PNG
Ventures, Inc. (the “Company”) was incorporated in the state of Nevada on
September 23, 1995 as Telecommunications Technologies, Ltd.  On
September 24, 1995, the Company entered a plan of reorganization whereby it
purchased all the assets of Temple Summit Management Corporation (“TSMC”),
organized in the state of Texas on August 23, 1991 and re-incorporated in
September 1994.  The substance of the re-organization was that the
Company acquired $5,000 in cash for 47,506,240 shares of stock, issued to the
shareholders of TSMC, following which TSMC ceased to be a public company and
became an inactive wholly-owned subsidiary of its principal shareholder, Temple
Summit Equity Group, LTD.  This business combination was treated as a
reverse acquisition for accounting purposes.  On February 20, 1998,
the Company changed its name to PNG Ventures, Inc.





The
Company has had little activity until December 2002, when the Company entered
into a joint venture agreement and working interest in certain petroleum and
related gas licenses.  The joint venture agreement was entered into
with Anhydride Petroleum (Canada) Inc. a wholly owned subsidiary of Uranium
Power Corporation.  The agreement provides the Company up to a 12.5%
working-interest, subject to a 9.5% gross over riding royalty, in the AOC
T-32-89-10 W4M well located beneath the Athabasca Tar Sands in North East
Alberta Canada.  There is currently no activity under the terms of the
joint venture agreement and the Company has determined that there is presently
no current value to the joint venture agreement asset.





b.  Accounting
Method.





The
Company's policy is to use the accrual method of accounting to prepare and
present  financial statements, which conform to generally accepted
accounting principles ("GAAP'). The company has elected a December 31,
year-end.





c.  Cash and Cash
Equivalents.





The
Company considers all highly liquid investments with maturities of three months
or less when purchased to be cash equivalents.





d.  Loss Per
Share.





Basic net
profit (loss) per share of common stock is computed based on the weighted
average shares outstanding and excludes any potential dilution. Diluted loss per
share reflects the potential dilution from the exercise or conversion of
dilutive securities into common stock based on the market price of common shares
outstanding at the end of the period. For the periods ended December 31, 2007
and 2006, no effect has been given to outstanding options, warrants or
convertible debentures in the diluted computation as their effect would be
anti-dilutive.





There is
one convertible security in the Company’s books as of December 31, 2007 that was
issued in March 2006 for $120,000 at 8% interest. The holder of the Debenture
has the right to convert their debenture plus accrued interest into shares of
the Company's common stock at 50% of the average of the three lowest bid prices
for the thirty consecutive trading days immediately preceding the date of
conversion.  The stock equivalents convert into 800,000
shares.





The
computations of earnings (loss) per share of common stock are based on the
weighted average number of share outstanding at the date of the financial
statements.





For
      the year Ended
            For
      the year ended
            From
      Inception on September 23December
      31, 2007
            December
      31, 2006
            1995
      through December 31, 2007Numerator-
      Loss
            $(370,960)
            $(460,095)
            $(1,963,274)Denominator-Weighted
      average numberof
      shares outstanding
            15,617,487
            198,309
            1,310,478Loss
      per share
            $(0.02)
            $(2.32)
            $(1.50)








e.  Provision for
Taxes.





No
provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $1,963,274 that will be offset against
future taxable income.  These NOL carryforwards begin to expire in the
year 2017.  No tax benefit has been reported in the financial
statements because the Company believes there is a 50% or greater chance the
carryforward will expire unused.





Components
of deferred tax assets and the valuation account are as follows at December 31,
2007 and 2006:





Deferred
      tax assets
            2007
            2006NOL
      carryforward
            (650,513)
            (541,387)Valuation
      allowance
            650,513
            541,387Total
            -
            -




The
components of income tax expense are as follows:




2007
            2006Federal
      taxes
            -
            -State
      taxes
            -
            -Change
      in tax asset
            (109,126)
            (156,437)Change
      in allowance
            109,126
            156,437Income
      Tax Expense
            -
            -





f.  Recent Accounting
Pronouncements.




In
February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial
Assets and Financial Liabilities, including an amendment of FASB Statement No.
115” (“SFAS 159”).  SFAS 159 permits companies to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value, and establishes presentation
and disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities.





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS
160”).  SFAS 160 will change the accounting and reporting for minority
interests, which will be recharacterized as noncontrolling interests and
classified as a component of equity. This new consolidation method will
significantly change the accounting for transactions with minority interest
holders.





In
December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
141(R), “Business Combinations” (“SFAS 141R”).  SFAS 141R establishes
the principles and requirements for how an acquirer recognizes and measures in
its financial statements the identifiable assets acquired, the liabilities
assumed, any noncontrolling interest in the acquiree, and the goodwill
acquired.  SFAS 141R also establishes disclosure requirements to
enable the evaluation of the nature and financial effects of the business
combination.








The
adoption of these pronouncements will not have a material effect on the
Company’s financial position or results of operation.





g. Use of
Estimates.





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 disclosures and 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.





h. Financial
Instruments.





The
Company includes fair value information in the notes to consolidated financial
statements when the fair value of its financial instruments is different from
the book value. When the book value approximates fair value, no additional
disclosure is made.





The
recorded amounts of financial instruments, including cash equivalents accounts
payable and accrued expenses, and long-term debt approximate their market values
as of December 31, 2007 and  2006.





i. Investments







The
Company determines the appropriate classification of its investments at the time
of acquisition and reevaluates such determination at each balance sheet date.
Trading securities are carried at quoted fair value, with unrealized gains and
losses included in earnings. Available-for-sale securities are carried at quoted
fair value, with unrealized gains and losses reported in shareholders’ equity as
a component of accumulated other comprehensive income. Other investments that do
not have readily determinable fair values are stated at cost and are reported in
other assets. Realized gains and losses are determined using the specific
identification method and are included in interest and other income,
net.





Note
2.        Going
Concern.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company has had substantial
operating losses for the past years and is dependant upon outside financing to
continue operations. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.  It is
management’s plans to raise necessary funds from shareholders to satisfy the
expense requirements of the joint venture and eventually derive revenues there
from.





Note
3.       Development Stage
Company.





The
Company is a development stage company as defined in Financial Standards Board
Statement No. 7.  It is concentrating substantially all of its efforts
in raising capital and developing its business operations.





Note
4.      Related
Party Transactions.





Various
shareholders and officers have advanced funds to the Company as
needed.  In March of 2006, the Company was advanced $240,000 by two
related parties, $120,000 was advanced by each party.  These
advancements were recorded as convertible debentures with a discount amount of
$240,000 to be amortized over one year.  In August of 2007, the
Company entered into a note amendment agreement with one of the related parties,
as part of the note amendment $70,000 of debt was forgiven in accordance with
APB 26 paragraph 20 and a new conversion price was issued for the remaining
$50,000.  Immediately following the note amendment the remaining
$50,000 was converted into common shares at a new conversion price of $0.025 per
share.  As of December 31, 2007, $120,000 was due to related
parties.  The issuance, valuation, and conversion of these convertible
debentures are more fully described in Note 9.





Note
5.      Investment in Related
Parties.





On August
20, 2007, the Company entered into a stock exchange agreement with a privately
held Nevada corporation, (the “Private Corporation”) whereby the Company
exchanged 40,000,000 shares of the Company’s restricted common stock in exchange
for 199 restricted shares of the Private Corporation.  The 199 shares
represent 49.87% interest in the Private Corporation.  At the time of
the exchange and as of December 31, 2007 the Private Corporation had one asset,
a current patent pending, worth $10,000.  The 199 shares issued were
valued at $4,987, this represents 49.87% of the $10,000 asset.  The
investment was accounted for using the equity method and is recorded at an
estimated amount.





The
Private Corporation’s president is Mark Baum, Mr. Baum is also the current
president of PNG Ventures, Inc.





Note
6.      Common
Stock.





During
February 1998, the Board of Directors approved a 4 for 1 reverse stock
split.  These financial statements have been retroactively restated to
reflect this change.





During
February 2000, the Company issued 10,000 shares of common stock for services
valued at $0.50 per share.  During April 2000, these 10,000 shares
were canceled.





During
March 2000, the Board of Directors approved a 1 for 3 forward
split.  These financial statements have been retroactively restated to
reflect this change.





During
April 2000, the Company issued 18,458 shares of common stock to acquire Paper
Computer Corporation.  On December 31, 2000, these 18,458 shares were
canceled and the acquisition rescinded.





During
September 2001, the Board of Directors approved a 2 for 1 reverse
split.  These financial statements have been retroactively restated to
reflect this change.





During
September 2001, the Company issued 10,000 shares of common stock for services
valued at $0.25 per share.





During
August 2002, the Company issued 27,500 shares of common stock for payment of
payables due in the amount of $273,594.





During
February 2003, the Company issued 119,000 common shares to shareholders for
conversion of debt in the amount of $446,250.





During
September 2004, the Company issued 16,000 shares of common stock for payment of
payables due in the amount of $40,000.





During
September 2004, the Company issued 20,000 shares of common stock for services
valued at $3.00 per share.





During
October 2004, the Board of Directors approved a 250 for 1 reverse
split.  These financial statements have been retroactively restated to
reflect this change.





During
November 2005, the Company cancelled 1,740 shares of its common
stock.





During
August 2007, the Company issued 2,000,000 shares of common stock pursuant to a
conversion of a convertible note held by a shareholder in the amount of
$50,000.  At the time of conversion an additional $50,000 was
recognized as a financing conversion expense associated with the
issuance.





During
August 2007, the Company issued 40,000,000 shares of common stock pursuant to a
share exchange agreement with a privately held Nevada corporation.





During
August 2007, the Company had $70,000 of debt forgiven by a shareholder pursuant
to a note amendment agreement.





Note
7.      Capital
Structure





The
stockholders' equity section of the Company contains the following classes of
capital stock as of December 31, 2007:





Common
stock, $0.001 par value; 50,000,000 shares authorized: 42,198,309 shares issued
and outstanding.





Note
8.      Issuance Of Shares For
Services – Stock Options.





The
company has a nonqualified stock option plan, which provides for the granting of
options to key employees, consultants, and non-employee's directors of the
Company. These issuances shall be accounted for based on the fair value of the
consideration received or the fair value of the equity instruments issued, or
whichever is more readily determinable. The Company has elected to account for
the stock option plan in accordance with paragraph 30 of SFAS 123R where the
compensation to employees should be recognized over the period(s) in which the
related employee services are rendered. In accordance with paragraph 19 of SFAS
123R the fair value of a stock option granted is estimated using an
option-pricing model. As of December 31, 2007 no stock options were
outstanding.





Note
9.      Convertible Notes – Related
Party





In March
2006, the Company completed a private placement of $240,000 in principal amount
of its one year 8% Convertible Debentures (the "Debentures"). The Debentures are
convertible at the option of the holder into the Company's common stock anytime
before maturity on March 31, 2007.  The Company recorded a $240,000
discount, which represents the intrinsic value of the beneficial conversion
feature at the date the Debentures were issued.  On March 31, 2007 the
Debentures were not paid or converted, consequently setting them into a default
status.





The
holders of the Debentures have the right to convert their debentures plus
accrued interest into shares of the Company's common stock at 50% of the average
of the three lowest bid prices for the thirty consecutive trading days
immediately preceding the date of conversion.





The
intrinsic value of the beneficial conversion feature in the Debenture issuance
is being amortized over the term of the Debentures, which is one year. The
Company recorded $60,000 and $180,000 of accretion during the six months ended
December 31, 2007 and the year ended December 31, 2006, respectively. This cost
is included as a component of interest expense in the accompanying statement of
operations and includes the accelerated amortization of the beneficial
conversion feature for the converted debentures.





The
Debentures were redeemable by the Company, in whole or in part, at the Company's
option, at the then outstanding principal amount of the
Debentures.  Accrued interest under the Debentures shall be paid in
cash at maturity.





On August
17, 2007, the Company entered into a note amendment agreement (the “Note Amendment
Agreement”) with the holder of a Convertible Promissory Note (the “Note”) issued in the
amount of $120,000. Pursuant to the Note Amendment Agreement, $70,000 of the
principal amount of the Note was cancelled in exchange for an adjustment in the
conversion price to $0.025 per share.  On August 20, 2007, pursuant to
a notice of conversion, the holder of the Note converted the entire outstanding
balance of the Note into 2,000,000 shares of the Company’s common
stock.   The Company realized a beneficial conversion expense of
$50,000 on the transaction when the conversion occurred.





Convertible
      DebenturesFor
      the year ended
            For
      the year ended2007
            2006Face
      Amount
            120,000
            240,000Less
      Discount
            -
            (60,000)Net
      Amount
            120,000
            180,000








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
8A(T).  Management’s Report on Internal Control Over Financial
Reporting.





Internal
control over financial reporting refers to the process designed by, or under the
supervision of, our Chief Executive Officer and Chief Financial Officer, and
effected by our Board of Directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles, and includes those policies and
procedures that:





·
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of our
      assets;





·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being
      made only in accordance with authorization of our management and
      directors; and





·
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisitions, use or disposition of our assets that could
      have a material effect on the financial
  statements.





Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent
limitations.  It is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures.  It also can be circumvented by collusion or improper
management override.





Because of
such limitations, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting.  However, these inherent limitations are known features of
the financial reporting process.  Therefore, it is possible to design
into the process certain safeguards to reduce, though not eliminate, this
risk.





The Company’s
management is responsible for establishing and maintaining effective internal
control over financial reporting (as defined in Rule 13a-15(f) of the
Securities Exchange Act). Management assessed the effectiveness of the Company’s
internal control over financial reporting as of December 31, 2007. In
making this assessment, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission
(“COSO”).  Based on that assessment, management believes that, as of
December 31, 2007, the Company’s internal control over financial reporting
was effective based on the COSO criteria, with the exception of the
following:





·
            There
      is a lack of segregation of duties relating to cash, receivables and
      safeguarding of assets.





·
            Several
      of our procedures require additional documentation.  It is our
      belief that those control procedures are being performed, however
      documentation of their execution is not
  available.





The Company
intends to take a number of corrective actions to address the above mentioned
material weakness as promptly as practicable.





During the
year ended December 31, 2007, there were no changes in the Company’s
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.





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 14, 2008, our executive
officers and directors, the positions held by them, and their ages are as
follows:





Name                                                                   
Age                      Position


Mark L.
Baum                                                      35                        
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. 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.





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.





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, 2007, 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, 2007 and 2006.





Annual
      Compensation
            
            Long-Term
      CompensationCommon
      SharesUnderlying
            
            AllRestricted
            
            Options
            
            OtherOther
      Annual
            
            Stock
            
            Granted
            
            CompenName
      and Position
            
            Year
            
            Salary
            
            Bonus
            
            Compensation
            
            Awards
      ($)
            
            (#
      Shares)
            
            -sationMark
      L. Baum
            
            2007
            
            $120,000
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-Chairman,
      President,
            
            2006
            
            $120,000
            
            -0-
            
            -0-
            
            -0-
            
            ------
            
            -0-Chief
      Executive OfficerChief
      Financial Officerand
      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 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 14, 2008 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 OwnedMark
      L. Baum(1)
            57,388
            Less
      than 1%BuglessBeds.com,
      Inc.(2)
            40,000,000
            94.79%All
      directors and officers as a group
            40,057,388
            95%





(1)           The
address is 2038 Corte Del Nogal, Suite 110, Carlsbad, California
92011.


(2)           The
address is 2038 Corte Del Nogal, Suite 110, Carlsbad, California
92011.





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.





None.





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).





10.1
            First Amended
      Convertible Promissory Note dated August 17, 2007.(Attached as an
      exhibit to our Form 8-K filed with the SEC on August 27,
      2007).





10.2
            Common Stock Share
      Exchange Agreement dated August 20, 2007. (Attached as an exhibit
      to our Form 8-K filed with the SEC on August 27.
  2007).





23.1                      Consent
of Chisholm, Bierwolf & Nilson, LLC.





31.1
            Certification
      pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.




32.1
            Certification
      pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.




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, 2007.





Audit
Fees.





Chisholm
Bierwolf & Nilson, LLC, billed us $4,000 in fees for our annual audit for
the year ended December 31, 2007 and $1,500 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, 2006 and $1,500 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, 2007 and December 31, 2006.





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, 2007 and December 31,
2006.





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 December 31, 2007, 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 April 14, 2008.









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,                                                                           April
14, 2008


Mark L.
Baum                                                                 
Financial Officer and Secretary