UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~August 2914, ~~2007~~2009

Penn Octane Corporation
(Exact name of registrant as specified in its charter)


Delaware	000-24394	52-1790357
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


77-530 Enfield Lane, Bldg. D Palm Desert, California		92211
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (760) 772-9080

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 38.0201. ~~Unregistered~~Other ~~Sales of Equity Securities.~~Events

~~On June 29, 2007, the Board of Directors of~~ Penn Octane Corporation’s (“Penn Octane”) ~~approved~~Form ~~the~~10-Q ~~grant~~for ofthe ~~a warrant~~quarter toended ~~purchase 150~~June 30,~~000~~ ~~shares~~2009 ofwas ~~its~~required ~~common~~to ~~stock~~be filed ~~under~~with ~~Penn~~the ~~Octane’s~~Securities ~~2001~~and ~~Warrant~~Exchange ~~Plan~~Commission ~~previously approved~~ by ~~the stockholders~~August 14, 2009. ~~The warrant was issued to an executive officer of~~ Penn Octane. ~~The~~did ~~exercise~~not ~~price~~file ~~for~~ the ~~warrant is~~Form ~~$0.70~~10-Q ~~per share, which was the closing price~~ for ~~Penn Octane common stock as reported by~~ the ~~OTC~~quarter ~~Bulletin~~ended ~~Board on~~ June 2930, ~~2007.~~2009 ~~The~~by ~~warrant~~the ~~vests~~required indue ~~equal~~date. ~~monthly~~Penn ~~installments~~Octane’s ~~over~~consolidated ~~a period of 36 months beginning January 1~~subsidiary, ~~2007,~~ ~~becomes~~Rio ~~fully~~Vista ~~exercisable~~Energy ~~upon~~Partners aL.P. ~~change~~(Rio inVista) ~~control~~also ~~event,~~did ~~and~~not ~~expires~~file ~~five~~its ~~years~~Form ~~from~~10-Q for the ~~date~~quarter ofended ~~grant. This issuance~~June 30, ~~was~~2009 ~~exempt~~with ~~from registration under~~ the Securities ~~Act~~and ofExchange ~~1933~~Commission ~~pursuant~~by ~~to Section 4(2) thereof because~~ the ~~issuance does~~required ~~not~~due ~~involve~~date ~~any public offering~~ of ~~securities~~August 14, 2009.

~~Item~~Penn 5Octane consolidates Rio Vista in its financial statements and accordingly requires the Rio Vista financial information in order to prepare its financial statements.~~02.~~ ~~Departure~~In addition, due to Penn Octane’s continued cash flow constraints, Penn Octane has been unable to satisfy the outstanding amounts owed to its independent accountants (Auditors) for prior work performed and accordingly the Auditors have not yet commenced their review of ~~Directors~~the orMarch 31, ~~Principal~~2009 ~~Officers;~~financial ~~Election~~information. The Auditors have not made any review of ~~Directors;~~the ~~Appointment~~June 30, 2009 quarterly financial information. Penn Octane owns 75% of ~~Principal~~Rio ~~Officers;~~Vista ~~Compensatory~~GP ~~Arrangements~~LLC, the general partner of ~~Certain~~Rio ~~Officers~~Vista. Penn Octane does not have operations other than managing the general partner of Rio Vista.

OnPenn ~~June 29,~~Octane ~~2007,~~does ~~the~~not ~~Board~~have ofany ~~Directors~~estimate ofas ~~Penn~~to ~~Octane~~when ~~approved~~the anAuditors ~~increase~~will inbe ~~the~~paid ~~salary~~and/or ofwhen ~~Ian~~Rio T.Vista ~~Bothwell,~~will be ~~Acting~~able ~~Chief~~to ~~Executive~~issue ~~Officer,~~its ~~Acting~~quarterly ~~President,~~financial ~~Vice~~reports ~~President~~which ~~and~~Penn ~~Chief~~Octane ~~Financial~~requires ~~Officer,~~ to ~~$220,000~~complete ~~per~~its ~~year.~~quarterly ~~The~~financial ~~salary~~reports. ~~increase~~In islight ~~retroactive~~of tothe ~~January 1~~foregoing, ~~2007.~~Penn ~~Payment~~Octane believes that filing of ~~Mr. Bothwell’s~~its ~~salary~~financial information and other reports will be ~~shared~~made, ~~between~~if ~~Penn~~at all, only in the event that it has adequate funds to ~~Octane~~satisfy its currently outstanding obligations and its ~~affiliate,~~management ~~Rio~~determines ~~Vista~~that ~~Energy~~Penn ~~Partners~~Octane ~~L.P.,~~will inhave sufficient ~~accordance~~assets ~~with~~to ~~existing~~allow ~~intercompany~~it ~~agreements~~to resume and thereafter continue filing reports as required under the Securities Exchange Act.

2SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Pursuant~~PENN toOCTANE ~~the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to~~CORPORATION ~~be signed on its behalf by the undersigned hereunto duly authorized.~~

~~PENN~~By: ~~OCTANE~~/ ~~CORPORATION~~s/ Ian T. Bothwell Name: Ian T. Bothwell Title: Acting Chief Executive Officer, Acting President, Vice President,Chief Financial Officer, Treasurer and Assistant Secretary (Principal Executive, Financial and Accounting Officer)

ByDated: ~~/s/ Ian T. Bothwell Name: Ian T. Bothwell Title: Acting Chief Executive Officer~~August 17, ~~Acting President, Vice~~2009 ~~President, Chief Financial Officer,~~ ~~Treasurer and Assistant Secretary~~ ~~(Principal Executive, Financial and Accounting Officer)~~

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