U.
        S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549
  FORM
        10-KSB
   X
 December 31, 2005
     000-13858
  PNG
        Ventures, Inc.
   **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** None
 $.001 par value common
          stock
 **X** ___
              INTRODUCTION
      EXTREMELY
  PART
        I
  Description
        of the Business
        TEMPLE SUMMIT MANAGEMENT CORPORATION
      TELECOMMUNICATIONS TECHNOLOGIES, LTD.
           PNG VENTURES, INC.
      PAPER COMPUTER.COM, INC. AND PAPER COMPUTER
        CORPORATION
    PNG VENTURES, INC.
    NO ACTIVITY, AND ANOTHER FAILURE ... OIL AND GAS THIS TIME
        MR. BROWN RESIGNS; MR. BAUM IS ELECTED
          Description of the
        Property
  nd
  Legal Proceedings
      Submission of Matters
        to a Vote of Security Holders
      PART
        II
  Market for Common Equity
        and Related Stockholder Matters
    **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
               Management’s Discussion and
        Analysis or Plan of Operation
                          Results of Operations
        for the Year Ended December 31, 2005
      Quantitative and
        Qualitative Disclosures About Market Risk
    Financial
        Statements
    Changes In and Disagreements
        with Accountants on Accounting and Financial Disclosure
    Controls and
        Procedures
      Other Information
    PART
        III
  Directors,
        Executive Officers, Promoters and Control Persons; Compliance with
        Section 16(a) of the Exchange Act
  Directors and Executive
        Officers
    Name                                                     
Age                        
Position__________________________
     Mark L. Baum ,
        Esq.
 Director, President, Chief Executive
        Officer, Chief Financial Officer and Secretary
          Audit Committee
    Code of Ethics
  
  Section 16(a) Beneficial Ownership
        Reporting Compliance
     Executive Compensation
    **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 OfficerChief Financial Officerand Secretary
  Option Grants and
        Exercises
    Employment Agreements
    Compensation of
        Directors
    Security
        Ownership of Certain Beneficial Owners and Management and Related Stockholder
        Matters
        **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
  nd
    Certain
        Relationships and Related Transactions
              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). 32.1        Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.       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
      Audit-Related Fees
    Tax and All Other Fees
    Pre-Approval Policies and
        Procedures
        Signatures
   PNG
        VENTURES, INC.
   :  
/s/ Mark
        L. Baum
      Signatures                            
               
Title                                                                                       
Date
   /s/ Mark L.
        Baum
   
 PNG
                VENTURES,
                INC Page
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
 
    PNG VENTURES, INC.
 (A Development Stage Company)
 Balance Sheets


December                  
December
 31,                             
31,
 2005                          
2004
  Assets
  Assets
         Liabilities
          and Shareholders’ Deficit
  Current
          Liabilities
       Shareholders’ Deficit
         The accompanying notes are an intergal part of these
          financial statements
 F-1


**PNG VENTURES, INC.**
 (A Development Stage
        Company)
 Statements
        of
        Operations
       2005  2004              2005




The accompying notes are an integral part of these financial
        statements
 F2







Common
          Stock
 Shares Par
          Value Capital Stage
    (3,000)
      (27,410)
   7,263
 $          7
        
$       30,403     
 $                  (30,410)
 —             —                         
 —                                    —
 7,263
 $          7
        
$        30,403    
 $                  (30,410)
  7,263
 $          7
        
$        30,403    
 $                  (30,410)
       (153,279)
    (98,049)
    (73,284)
    (242,688)
         (150,507)
   (384,001)
 198,309  198   922,319  (1,132,219)
   The accompanying notes are an intergal part of these financial
          statements.
 F-3




2005 2004  2005
                     (224,986)
    30,410
      —  39  -
  — $             
 —  -
     $ -  $
    The accompanying notes are an intergal part of these financial
        statements.
 F4




**PNG
        VENTURES, INC.**
 (A
        Development Stage
        Company)
 Notes
        to the Financial
        Statements
 **December
        31, 2005****and
        2004**
   NOTE
        1.        SUMMARY OF ACCOUNTING
        POLICIES
  a. 
Organization
  PNG
        Ventures, Inc. (the Company) was incorporated in the state of Nevada
        on June 23, 1995 as Telecommunications Technologies, Ltd.  On June 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 it’s 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**
  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.
  
    December
        31,
 2005 2004 2005
    199,179 177,564 57,586
 $ 
(1.93) $     
(0.85) $         (19.66)
    e. 
Provision
        for Taxes
  No
        provision for income taxes has been recorded due to net operating loss
        carryforwards totaling approximately $1,132,219 that will be offset against
        future taxable income.  These NOL carryforwards begin to expire in the year
        2016.  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.
  Deferred
        tax assets and the valuation account is as follows at December
        31, 2005 and 2004:
  Deferred
                tax assets
            
            2005
            2004NOL
                carryforward
            $
            384,950
            254,394Valuation
                allowance
            $
            (384,950)
            (254,394)Total
            $
            -
            -  The
        components of income tax expense are as follows:
  $
            2005
            2004Federal
                taxes
            
            -0-
            -0-State
                Taxes
            $
            -0-
            -0-Change
                in tax asset
            $
            (130,566)
            (51,172)Change
                in allowance
            
            130,566
            51,172Income
                tax expense
            $
            -
            -   f. 
**Recent
        Accounting
        Pronouncements**
   In
        December 2004, the FASB issued SFAS No. 123 (R), “Share-Based Payment”. SFAS No.
        123 (R) revises SFAS No. 123, “Accounting for Stock-Based Compensation” and
        supersedes  APB Opinion No. 25, “Accounting for Stock Issued to Employees”.
        SFAS No. 123 (R) focuses primarily on the accounting for transactions in
        which
        an entity obtains employee services in share-based payment transactions.
        SFAS
        No. 123 (R) requires companies to recognize in the statement of operations
        the
        cost of employee services received in exchange for awards of equity instruments
        based on the grant-date fair value of those awards (with limited exceptions).
        SFAS No. 123 (R) is effective as of the first interim or annual reporting
        period
        that begins after June 15, 2005 for non-small business issuers and after
        December 15, 2005 for small business issuers.  Accordingly, the Company
        will adopt SFAS No. 123 (R) in its quarter ending March 31, 2006. The Company
        is
        currently evaluating the provisions of SFAS No. 123 (R) and has not yet
        determined the impact, if any, that SFAS No. 123 (R) will have on its financial
        statement presentation or disclosures .
  In
        May 2005, the FASB issued SFAS No. 154 that establishes new
        standards on accounting for changes in accounting principals.  Pursuant to
        the new rules, all such changes must be accounted for by retrospective
        application to the financial statements of prior periods unless it is
        impracticable to do so.  SFAS No. 154 completely replaces Accounting
        Principles Bulletin (APB) Opinion 20 and SFAS 3, though it carries forward
        the
        guidance in those pronouncements with respect to accounting for changes in
        estimates, changes in the reporting entity, and the correction of errors. 
This statement is effective for accounting changes and corrections of errors
        made in fiscal years beginning after December 31, 2005.
  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 generally accepted
        accounting principles requires management to make estimates
        and assumptions that affect reported amounts
 of assets
        and liabilities, disclosure of contingent assets and liabilities at the date
        of
        the financial statements and revenues and expenses
        during the reporting period.  In these financial statements
 assets
        and liabilities involve extensive reliance on management’s estimates. 
Actual results could differ from those
        estimates.
  h. 
Financial
        Instruments
  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, 2005 and 2004.  The
        Company
 has no
        investments in derivative
        financial instruments.
    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**
  Legal
        counsel to the Company is a firm controlled by an Officer and
        Director of the Company.  Amounts due the law firm are $4,912 and
        $200  at December 31, 2005 and  2004, respectively.
   NOTE
        5.      JOINT VENTURE WORKING
        INTEREST
  The
        Company has recorded $224,986 as its basis in the joint venture
        working interest in the petroleum and natural gas lease disclosed in Note
        1.  The Company has recorded its investment at cost and will account for
        its interest on the equity method. In 2005 the majority interest holder,
        Canwest, recognized a loss and assessed PNG, the minority interest holder,
        its
        portion of the loss totaling (47,197). The basis of the company’s investment was
        reduced by this amount making the basis at December 31, 2004 $177,789.  No
        revenues have been recognized from the joint venture. 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, and therefore impaired the asset to $-0-.
  **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
        June 2001, the Board of Directors approved a 2 for 1 reverse
        split.  These financial statements have been retroactively restated to
        reflect this change.
  During
        June 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
        June 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.
  NOTE
        7.      STOCKHOLDERS' EQUITY
  The
        stockholders' equity section of the Company contains the following
        classes of capital
 stock
        as of  December 31, 2005:
  Common
        stock, $0.001 par value; 50,000,000 shares authorized: 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 nonemployee's
        directors of the Company. These issuance shall be
        accounted for base
 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 123 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 123
        the
        fair
 value of
        a stock option granted is estimated using an option-pricing model. As of 
December 31, 2005 no stock options were
        outstanding.