UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 12, 2005
PENN OCTANE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-24394 52-1790357
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
77-530 Enfield Lane, Bldg D
Palm Desert, California 92211
(Address of principal executive offices) (Zip Code)
(760) 772-9080
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On February 22, 2005, Penn Octane Corporation ("Penn Octane"), in
connection with the change in its fiscal year end from July 31 to December 31,
filed with the Securities and Exchange Commission a Transition Report on Form
10-Q (the "Penn Octane Form 10-Q") for the period August 1 - December 31, 2004,
in lieu of an Annual Report on Form 10-K. On April 12, 2005, Rio Vista Energy
Partners L.P. ("Rio Vista"), a consolidated subsidiary of Penn Octane for
financial accounting purposes, filed with the Securities and Exchange Commission
Rio Vista's Annual Report on Form 10-K for the fiscal year ended December 31,
2004 (the "Rio Vista Form 10-K"), including audited financial statements for the
fiscal year ended December 31, 2004. Due to the different filing deadlines and
information requirements of the two forms, the Rio Vista Form 10-K contains
certain disclosures concerning events during the period February 22, 2005
through March 31, 2005 and other information (including information about Penn
Octane) not included in the Penn Octane Form 10-Q or other report previously
filed by Penn Octane.
A copy of the Rio Vista Form 10-K is attached as an exhibit.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Rio Vista Energy Partners L.P. Annual Report on Form 10-K
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PENN OCTANE CORPORATION
By: /s/ Ian T. Bothwell
------------------------------------------
Name: Ian T. Bothwell
Title: Vice President,
Chief Financial Officer, Treasurer,
and Assistant Secretary, (Principal
Financial and Accounting Officer)
Date: April 12, 2005
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
99.1 Rio Vista Energy Partners Annual Report on Form 10-K 5
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