EVFL - It's A Miracle!

Today EVFL issued a press release stating how they were able to retire $2.6+ million in debt. If anyone dug just a hair deeper they would find some, almost ludicrous, details of this 'debt retirement'.

Let's get right to it. Anyone that has $2 million dollars would not be stupid enough to exchange those $2 million for 200,000 shares of a company that has filed for bankruptcy. Right? If you had $2 million would you be investing it in the common stock of a bankrupt company? Would you pay $10 a share for a stock that has no value? That is precisely what EVFL claims to have done.

"Gee you can't pay us the $2 million you owe us? Well why don't you just give us 200,000 shares of a bankrupt stock. That should cover it."

Anyone with half a brain knows that common equity usually gets wiped in a bankruptcy. Its akin to flushing your money down the toilet, and $2 million is just too much to flush away. But that's exactly what happened here. EVFL was able to, according to today's Pink Sheet filing, exchange $2 million in debt for 200,000 shares of PNG. This is the same company that filed for bankruptcy protection earlier this month (article posted below).

http://www.reuters.com/article/marketsNews/idAFBNG49553420090910?rpc=44


On August 24, 2009, Radcliffe, SPC, Ltd., a fund managed by Radcliffe Capital
Management, LP based in Bala Cynwyd, Pennsylvania provided an exchange notice to
Evolution that, pursuant to the Amended and Restated Senior Secured Exchangeable
Convertible Note dated 6/26/08, it had elected to exchange $2,000,000.00 of debt for
200,000 shares of PNG common stock at an exchange price of $10.00 per share. The
Company has complied with the exchange notice.

I would classify this debt exchange as a miracle. Although it begs to question who these Radcliffe, SPC, Ltd. ( a fund managed by Radcliffe Capital
Management, LP based in Bala Cynwyd, Pennsylvania) people are. I wouldn't want them managing a penny on my money.

The stock did get some movement after the news came out. One market maker left the ask for an hour before coming back after the kool-aid wore off.

The second part of the debt retirement is much more vague. It begs to question what the company gave "Akin Gump" to just give up on the $536k+ that EVFL owed them and couldn't pay them since almost a year ago. I doubt "Akin GUmp" wanted shares of a company that had no bid and they had little chance of selling.


On August 5, 2008 the Company executed a promissory note in favor of Akin Gump
Strauss Hauer & Feld LLP (“Akin Gump”). The principal amount on the promissory
note was $536,869.26, which became due and payable on November 1, 2008. The
Company failed to make the payment required by the Promissory Note on this date. The
Company reached a settlement agreement with Akin Gump on September 11, 2009 and
no longer has any obligations related to the promissory note.


To sum things up. EVFL today was able to get rid of $2,000,000 in debt by exchanging 200,000 of a worthless, bankrupt stock PNGXQ.OB that closed at $.01 today. That would make the $2,000,000 worth $2,000 assuming someone was willing to purchase those shares. Does that make any sense?

Then EVFL was able to remove another $536k+ in debt with absolutely no explanation as to how this was done. Does that make any sense?

The PR was too good to be true. They have removed $2.6 million in debt in a way that defies logic. No one in their right mind would exchange $2 million for shares of a bankrupt company. No one would let $536k+ go unpaid without receiving something of equal value in return. The press release today didn't move the stock, as it appears virtually unmovable. It just raised a lot more questions.


Sept 10 (Reuters) - PNG Ventures Inc PNGX.OB filed for Chapter 11 protection in a Delaware bankruptcy court, becoming the second liquefied natural gas company this week to buckle under pressure from falling gas prices.

In court filings, the company said it was confronted with losses from operations and default under a $36.3 million secured credit facility.

Natural gas prices have been pressured to 7-1/2-year lows by bearish domestic fundamentals, while crude, which is more heavily impacted by international factors, has been bolstered this year by growing economic optimism.

Trident Resources Corp and its affiliates filed for Chapter 11 protection late on Tuesday, also citing a significant drop in natural gas prices.

PNG Ventures listed assets of about $40 million and debt of about $44.6 million in its Chapter 11 filing, which included five affiliates.

The case is In re: PNG Ventures Inc, U.S. Bankruptcy Court, District of Delaware (Delaware), No.09-13162. (Reporting by Santosh Nadgir in Bangalore; Editing by Anne Pallivathuckal)



http://www.pinksheets.com/otciq/ajax/showFinancialReportById.pdf?id=24438


Evolution Fuels Files Supplemental Information Disclosure Related to Retirement of Certain Debt in the Amount of $2,536,869.26

DALLAS, Sep 18, 2009 (GlobeNewswire via COMTEX) -- Evolution Fuels, Inc. (Pink Sheets:EVFL) (the "Company") today announced that it has filed a "Supplemental Information" filing which can be found on the Pink Sheets OTC Markets website (www.pinksheets.com) under "Filings" for Evolution Fuels.

In the filing, the Company describes the status of certain debts in the aggregate amount of $2,536,869.26 that have recently been retired.

About Evolution Fuels, Inc.

The Company endeavors to market renewable transportation fuels at retail fuel stations that will provide blends of ethanol from 10% to 85% (E10 to E85), and biodiesel blends from 5% to 20% (B5 to B20). The Company's plan calls for the development of a chain of renewable fuel stations that extend from Texas to Mississippi that will be a combination of "Evolution Fuels"-branded fuel stations/convenience stores and western-motif truck stops modeled after the Willie's Place Truck Stop in Carl's Corner, TX. The Company's Web site is www.evolution-fuels.com.

Forward-Looking Statements Disclosure

This press release may contain "forward-looking statements" within the meaning of the federal securities laws. In this context, forward-looking statements may address the Company's 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 by their nature address matters that are, to different degrees, uncertain. Although the Company believes that the assumptions upon which its forward-looking statements are based are reasonable, it can provide no assurances that these assumptions will prove to be correct. In connection with the "safe harbor" provisions of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, important factors that, among others, could cause or result in actual results and experience to differ materially from the Company's anticipated results, projections, or other expectations are disclosed in the Company's filings with the Securities and Exchange Commission. All forward-looking statements in this press release are expressly qualified by such cautionary statements, risks, and uncertainties, and by reference to the underlying assumptions.

This news release was distributed by GlobeNewswire, www.globenewswire.com

SOURCE: Evolution Fuels, Inc.