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

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

~~Date~~Pursuant to ofSection ~~Report~~13 OR 15(~~Date~~d) of ~~earliest~~The ~~event~~Securities ~~reported):~~Exchange ~~August~~Act ~~14,~~of ~~2009~~ 1934

~~Penn~~Date of ~~Octane~~Report ~~Corporation~~ (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): inMay ~~its~~25, ~~charter)~~ 2010

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. DPalm Desert, California		92211
2121 Rosecrans Ave, Suite 3355 El Segundo, California		90245
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (~~760~~310) ~~772~~563-~~9080~~ 1828

~~N/A~~77-530 Enfield Lane, Bldg D Palm Desert, CA 92211 (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))

1o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Item~~o ~~8.01.~~Pre-commencement communications ~~Other~~pursuant ~~Events~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Penn~~o ~~Octane Corporation’s (Penn Octane) Form 10~~Pre-Qcommencement communications ~~for~~pursuant ~~the quarter ended June 30, 2009 was required~~ to ~~be filed~~Rule ~~with the Securities and Exchange Commission by August 14, 2009. Penn Octane did not file the Form 10~~13e-~~Q for the quarter ended June 30, 2009 by the required due date. Penn Octane’s consolidated subsidiary, Rio Vista Energy Partners L.P.~~ 4(~~Rio Vista~~c) ~~also~~under ~~did not file its Form 10-Q for~~ the ~~quarter ended June 30, 2009 with the Securities and~~ Exchange ~~Commission~~Act by(17 ~~the required due date of August 14, 2009.~~CFR 240.13e-4(c))

Penn Octane consolidates Rio Vista in its financial statements and accordingly requires the Rio Vista financial information in order to prepare its financial statements. 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 the MarchItem ~~31, 2009 financial information~~1. ~~The Auditors have not made any review of the June 30, 2009 quarterly financial information~~01. Entry ~~Penn~~into ~~Octane owns 75% of Rio Vista GP LLC, the general~~a ~~partner~~Material ofDefinitive ~~Rio Vista~~Agreement. ~~Penn Octane does not have operations other than managing the general partner of Rio Vista.~~

On May 25, 2010, Penn Octane ~~does~~Corporation ~~not~~(“Penn ~~have~~Octane”), ~~any~~Rio ~~estimate~~Vista asEnergy Partners L.P. (“Rio Vista”) and Central Energy, LLC (“Central Energy”) entered into a Securities Purchase and Sale Agreement (the “Agreement”). Pursuant to the ~~when~~terms of the ~~Auditors~~Agreement, Penn Octane will besell ~~paid~~its 75% interest and will sell and/or ~~when~~cause to be sold the remaining 25% interest held by a third party of the limited liability company interests in Rio Vista ~~will~~GP, ~~be able~~LLC to(“GP”), ~~issue~~the ~~its~~general partner ~~quarterly~~of ~~financial~~Rio ~~reports~~Vista, ~~which~~and ~~Penn~~Rio ~~Octane~~Vista ~~requires~~has agreed to ~~complete~~issue ~~its~~and ~~quarterly~~sell to Central ~~financial~~Energy ~~reports.~~12,724,019 Innewly ~~light~~issued Common Units of Rio Vista (the ~~foregoing~~“Common Units”), which ~~Penn~~Common ~~Octane~~Units ~~believes~~will, ~~that~~when ~~filing~~issued, represent 80% of ~~its~~the ~~financial~~Common Units of Rio ~~information~~Vista ~~and~~on ~~other~~a ~~reports~~fully diluted basis. The purchase price for the sale of 100% of the limited liability company interests in the GP will be ~~made~~$147,709, which ifamount atwill ~~all,~~be ~~only~~contributed inby Penn Octane to the ~~event~~GP ~~that~~and itthen ~~has~~by ~~adequate~~the ~~funds~~GP to ~~satisfy~~Rio ~~its~~Vista ~~currently~~simultaneously ~~outstanding~~with ~~obligations~~the ~~and~~closing ~~its~~under ~~management~~the ~~determines~~Agreement. The purchase ~~that~~price ~~Penn~~for ~~Octane~~the ~~will~~sale ~~have sufficient~~of ~~assets~~the toCommon ~~allow~~Units itis to$3,852,291. As ~~resume~~a result ~~and~~of ~~thereafter~~the ~~continue~~foregoing, ~~filing~~Central ~~reports~~Energy aswill ~~required~~obtain ~~under~~control ~~the~~of Rio Vista by ~~Securities~~virtue ~~Exchange~~of ~~Act~~its ownership of 100% of the GP.

Penn Octane will receive approximately $1.2 million of the proceeds from the transaction, subject to adjustment, as described in the Agreement, to settle all amounts owing from the promissory note issued by Rio Vista to Penn Octane and all other intercompany advances made between Penn Octane and GP to Rio Vista or its subsidiaries. As described above, Penn Octane also agreed to sell the GP interests to facilitate the closing of the transaction and to receive the proceeds referred to above. The proceeds received by Penn Octane will be used to settle outstanding obligations due to its creditors, including amounts outstanding for taxes due. The total liabilities of Penn Octane are currently significantly in excess of the proceeds to be received.

~~SIGNATURES~~Currently Penn Octane has negative working capital. Penn Octane does not have any sources of cash or assets other than its interests in the GP, certain ownership of common units of Rio Vista and advances or loans due from Rio Vista. Currently Rio Vista has negative working capital. Rio Vista does not have any sources of cash or assets other than its interest in Regional Enterprises Inc. (“Regional”). Because of Rio Vista’s financial position, Penn Octane does not expect that it will receive any cash flows from the assets associated with Rio Vista unless the transaction as contemplated in the Agreement is completed. The closing of the transaction is subject to Rio Vista satisfying all liabilities and contingent claims outstanding against it, including Rio Vista’s creditors accepting significant discounts and certain other conditions to closing, and, therefore, there is no assurance that the sale of the Common Units and the limited liability company interests in the GP will be consummated. Under the terms of the Agreement, the Closing shall occur by June 4, 2010 but may be extended by Central Energy until July 1, 2010 at its sole discretion. Because of Penn Octane’s financial position (including the financial position of Rio Vista and Rio Vista’s sole operating subsidiary, Regional), if the closing does not occur, both Penn Octane and Rio Vista would likely be required to seek protection under US Bankruptcy laws. In the opinion of management, if such protection were sought, the amounts realized for Penn Octane’s assets and the resulting amounts recoverable to creditors will be significantly less than amounts being offered pursuant to the Agreement.

~~Pursuant~~A tocopy of the ~~requirements~~Agreement ofis ~~the~~included ~~Securities~~as ~~Exchange~~an ~~Act~~exhibit ofto ~~1934,~~this asForm ~~amended,~~8-K ~~the~~and ~~Registrant~~is ~~has~~incorporated by ~~duly~~reference ~~caused~~into this ~~report~~Item to1.01. beThe ~~signed~~foregoing onsummary ~~its~~of ~~behalf~~certain byprovisions ~~the~~of this ~~undersigned~~document ~~hereunto~~is ~~duly~~qualified ~~authorized~~in its entirety by reference thereto.

~~PENN~~Item 9.01 Financial ~~OCTANE~~Statements ~~CORPORATION~~ and Exhibits.

By: / 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~~d) Exhibits.

~~Dated:~~The following ~~August 17,~~exhibits ~~2009~~ are filed with this report:

3 10.1 Securities purchase and sale agreement between Central Energy, LLC, Rio Vista Energy Partners, L.P. and Penn Octane Corporation, dated May 25, 2010. All schedules described in this exhibit have been omitted and will be furnished supplementally to the Securities and Exchange Commission upon request.

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:	Acting Chief Executive Officer, Acting President, Vice President, Chief Financial Officer, Treasurer and Assistant Secretary (Principal Executive, Financial and Accounting Officer)

Date: May 28, 2010

EXHIBIT INDEX

Exhibit No.		Description

10.1		Securities purchase and sale agreement between Central Energy, LLC, Rio Vista Energy Partners, L.P. and Penn Octane Corporation, dated May 25, 2010. All schedules described in this exhibit have been omitted and will be furnished supplementally to the Securities and Exchange Commission upon request.

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