THE GOLDEN SHELL

[BUBBA]

PNGX $1.25 +.50 Reverse Merger news.
Item 1.01 Entry into a Material Definitive Agreement


Earth LNG, Inc. Binding Letter of Intent


On May 22, 2008, PNG Ventures, Inc., a Nevada corporation (the “Company”) finalized the terms of a binding Letter of Intent (the “LOI”). The terms of the LOI provide for the Company to purchase 100% of the ownership interest in Earth LNG, Inc., a Texas corporation (“Earth LNG”), a wholly owned subsidiary of Earth Biofuels, Inc., a Delaware corporation (“EBOF”).


Through the transaction, the Company will acquire 100% ownership of Earth LNG and all of its subsidiaries, including its LNG production facility located in Topock, Arizona. EBOF and the Company have agreed to use best efforts to complete more definitive transaction documents and close the transaction on or before June 30, 2008, and have agreed to a break up fee to be paid to the Company in the event the proposed transaction is not closed on or before such date. In addition, the Company has agreed to assume certain outstanding debts due to shareholders of EBOF’s Series A Preferred Stock. The final sale of Earth LNG shall be subject to the approval of: (i) EBOF’s shareholders, senior secured lenders and holders of shares of EBOF’s Series A Preferred Stock; and (ii) the Company’s shareholders.


Section 5 – Corporate Governance and Management


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.


On May 22, 2008, Mr. Mark L. Baum resigned from his position as a Chief Executive Officer, Chief Financial Officer, Secretary and Director of the Corporation. Mr. Baum’s resignation was not because of any disagreements with the Corporation on matters relating to its operations, policies and practices.


On May 22, 2008, our board of directors appointed Mr. Luis J. Leung to the position of Director of the Corporation.


On May 22, 2008, our board of directors appointed Mr. Kevin Markey to the position of Chief Executive Officer of the Corporation. In connection with such appointment, the Company entered into an Employment Agreement with Mr. Markey, a copy of which has been filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.


Section 9 – Financial Statements and Exhibits