UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-K/A

(Amendment No. 2)



|    |                                                                                      
|--- | -------------------------------------------------------------------------------------
|[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934
|    | For the fiscal year ended June 30, 2009                                              



OR



|     |                                                                                         
|---- | ----------------------------------------------------------------------------------------
|[  ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|     | For the transition period from _______________ to _______________                       



Commission File Number 000-52343



Pan Asian Corporation

(Exact name of Registrant as specified in its charter)



|                                                               |                                     
|-------------------------------------------------------------- | ------------------------------------
|Cayman Islands                                                 | N/A                                 
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)



c/o Nautilus Global Partners

700 Gemini, Suite 100, Houston, TX 77056

(Address of principal executive offices) (Zip Code)



(281) 488-3883

(Registrants telephone number, including area code)



Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [   ] No [X]



Indicate by check mark whether the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [   ] No [X]



Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES [X]NO [   ]



Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405 of Regulation  S-K is not contained  herein,  and will not be contained, to the best of Registrant's  knowledge,  in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.





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|                                                                       |                                         
|---------------------------------------------------------------------- | ----------------------------------------
|Large accelerated filer   ̈                                             | Accelerated filer                       ̈
|Non-accelerated filer     ̈
(Do not check if smaller reporting company) | Smaller reporting company     ý         



Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).  YES [X]  NO [ ]



As of June 30, 2009, no market price existed for voting and non-voting common equity held by non-affiliates of the registrant.



At February 15, 2010, there were 998,275 shares of Registrant's ordinary shares outstanding.



Document incorporated by reference:  None.







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EXPLANATORY NOTE



This Amendment No. 2 on Form 10-K/A (the Form 10-K/A Amendment 2) is being filed to amend the disclosure under Item 9A(T) Controls and Procedures of Part II of our annual report on Form 10-K for the fiscal year ended June 30, 2009 filed on October 8, 2009 (the Form 10-K) and on our Form 10-K/A filed on November 24, 2009 (the Form 10-K/A Amendment 1).  Our Form 10-K included a report of our managements assessment of internal control over financial reporting and its conclusion that our internal control over financial reporting was effective as of June 30, 2009.  However, managements report failed to include a statement of the framework used by management to conduct its assessment.  We received a comment letter from the SEC Staff alerting us to this error on our Form 10-K and an additional comment letter on our Form 10-K/A Amendment 1 and we are filing this Form 10-K/A Amendment 2 to revise managements report on internal control over financial reporting to include a statement of the framework used by management to conduct its assessment.



Except as set forth above, this Form 10-K/A does not modify, amend or update in any way any other items or disclosure in the Form 10-K.  This Form 10-K/A continues to speak as of the date of the original Form 10-K and other than as specifically reflected in this Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K.





GENERAL INDEX



|            |                                          |            
|----------- | ---------------------------------------- | -----------
|            |                                          | Page
Number
|            |                                          |            
|PART II     |                                          |            
|            |                                          |            
|Item 9A.(T) | Controls and Procedures                  | 1          
|            |                                          |            
|PART IV     |                                          |            
|            |                                          |            
|Item 15.    | Exhibits, Financial Statement Schedules. | 2          
|            |                                          |            
|            | SIGNATURES                               | 2          







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ITEM 9A (T). CONTROLS AND PROCEDURES



Management's Report on Internal Control Over Financial Reporting.



Our management is also responsible for establishing and maintaining adequate internal control over financial reporting.  The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.



Our internal control over financial reporting includes those policies and procedures that:



·

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

·

that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.



As of June 30, 2009, our management conducted an assessment of the effectiveness of the Company's internal control over financial reporting.  In making this assessment, management followed an approach based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on this assessment, management has determined that the Company's internal control over financial reporting was effective as of June 30, 2009.



This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.



Changes in Internal Controls.



There have been no changes in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal controls.





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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.



(a) (3)

Exhibits:



Exhibit

Number

Description



31.1

Certification pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as amended.



32.1

Certification pursuant to 18 U.S.C. Section 1350.



SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        |                                                         
|----------------------- | --------------------------------------------------------
|Date: February 15, 2010 | PAN ASIAN CORPORATION                                   
|                        |                                                         
|                        | By:/s/ Joseph Rozelle                                   
|                        | Name: Joseph Rozelle                                    
|                        | Title:   President, Chief Financial Officer and Director



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



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|----------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|                        |                                                                                                                                                     
|Date: February 15, 2010 | By:   /s/ Joseph Rozelle                                                                                                                            
|                        | Name: Joseph Rozelle                                                                                                                                
|                        | Title:   President, Chief Financial Officer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)







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