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PNGXQ.OB > SEC Filings for PNGXQ.OB > Form 8-K on 12-Nov-2009All Recent SEC Filings

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Form 8-K for PNG VENTURES INC


12-Nov-2009

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events.

As previously disclosed, on September 10, 2009, PNG Ventures, Inc. and its subsidiaries (collectively, the "Company," "we" or "us") filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code ("Bankruptcy Code"), in the United States Bankruptcy Court for the District of Delaware ("Bankruptcy Court") (Case No. 09-13162).

On November 6, 2009, we filed a Monthly Operating Report for the month ended September 30, 2009, with the Bankruptcy Court. A copy of the material portion of the Monthly Operating Report is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 8.01.

We caution investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of our securities. The Monthly Operating Report is limited in scope, covers a limited time period, and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable requirements of the Bankruptcy Court and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in our securities, the Monthly Operating Report contains any information beyond that required by the Bankruptcy Court. The Monthly Operating Report also contains information for periods that are shorter or otherwise different from those required in the Company's reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such information might not be indicative of our financial condition or operating results for the period that would be reflected in our financial statements or in our reports pursuant to the Exchange Act. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

This report and Exhibit 99.1 to this report may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements may address our expected future business and financial performance, and often contain words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "seeks," "will," and other terms with similar meaning. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from results proposed in such statements. Although we believe that the assumptions upon which any forward-looking statements are based are reasonable, we can provide no assurances that these assumptions will prove to be correct. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following: our ability to continue as a going concern; our ability to obtain court approval with respect to motions in the chapter 11 proceeding prosecuted by us from time to time; our ability to develop, prosecute, confirm and consummate one or more plans of reorganization with respect to the chapter 11 case; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period that we have to propose and confirm a plan of reorganization; the appointment of a chapter 11 trustee or examiner or to convert our bankruptcy case to a case under chapter 7 of the Bankruptcy Code; our ability to obtain and maintain normal terms with vendors, service providers, and leaseholders and to obtain orders authorizing payments to such parties; our ability to maintain contracts that are critical to our operations; the potential adverse impact of the chapter 11 case on our liquidity or results of operations; our ability to fund and execute our business plan; our ability to attract, motivate and/or retain key executives and associates; our ability to attract and retain customers; and statements of assumption underlying any of the foregoing, as well as other factors set forth under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission and other filings with the SEC. Similarly, these and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of our various pre-petition liabilities, common stock and/or other equity securities. No assurance can be given as to what values, if any, will be ascribed in the bankruptcy proceedings to each of these constituencies. Accordingly, we urge that the appropriate caution be exercised with respect to existing and future investments in any of these


liabilities and/or securities, particularly as our Plan of Reorganization presently contemplates the elimination of all existing equity. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this report. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. We assume no duty to update or revise our forward-looking statements based on changes in internal estimates, expectations, or otherwise or to reflect events or circumstances after the date hereof.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1 Material Excerpts from the Monthly Operating Report for the month ended September 30, 2009


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