UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 20-F





[   ]
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES

EXCHANGE ACT OF 1934OR[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934



For the fiscal year ended June 30, 2010(with other information to January 10, 2011, except where noted)OR[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934OR[   ]
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934



Date of event requiring this shell company report:For the transition period from __________________________ to ___________________________





000-51899


(Commission file number)





PANOSHAN MARKETING CORP.


(Exact name of Registrant as specified in its charter)





Alberta, Canada


(Jurisdiction of incorporation or organization)





1901 Avenue of the Stars, # 931, Los Angeles, CA 90067


(Address of principal executive offices)





David J. Berardo


1901 Avenue of the Stars, #931, Los Angeles, CA 90067


Facsimile: (310) 282-0688


(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)





Securities registered or to be registered pursuant to Section 12(b) of the Act.





Title of each class

Name of each exchange on which registeredNone

Not Applicable





Securities registered or to be registered pursuant to Section 12(g) of the Act.





Common Shares(Title of Class)








Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.





None(Title of Class)





Indicate the number of outstanding shares of each of the issuer’s capital or common stock as of the close of the period covered by the annual report.





18,000,000shares of common stock as of June 30, 2010





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.





Yes [  ]  No [X]





If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.





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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be sumitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).





Yes [  ]  No [  ]





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





Large accelerated filer
[  ]
Accelerated filer
[  ]
Non-accelerated filer
[X]





Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:





U.S. GAAP
[X]
International Financial Reporting Standards as issued  by the International Accounting Standards Board
[  ]
Other
[  ]





If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.





Item 17 [  ]   Item 18 [  ]





If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).





Yes [X]  No [  ]





TABLE OF CONTENTS


PageIntroduction
2Forward-looking Statements
2PART IItem 1.
Identity of Directors, Senior Management and Advisors
3Item 2.
Offer Statistics and Expected Timetable
3Item 3.
Key Information
3Risk Factors
4Item 4.
Information on the Company
7Item 4A.
Unresolved Staff Comments
10Item 5.
Operating and Financial Review and Prospects
10Item 6.
Directors, Senior Management and Employees
12Item 7.
Major Shareholders and Related Party Transactions
13Item 8.
Financial Information
15Item 9.
The Offer and Listing
15Item 10.
Additional Information
15Item 11.
Quantitative and Qualitative Disclosures about Market Risk
20Item 12.
Description of Securities Other than Equity Securities
20PART IIItem 13.
Defaults, Dividend Arrearages and Delinquencies
21Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds
21Item 15T.
Controls and Procedures
21Item 16.
[Reserved]
22Item 16A.
Audit Committee Financial Expert
22Item 16B.
Code of Ethics
22Item 16C.
Principal Accountant Fees and Services
22Item 16D.
Exemptions from the Listing Standards for Audit Committees
22Item 16E.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
22Item 16F.
Change in Registrant’s Certifying Accountant
23Item 16G.
Corporate Governance
23PART IIIItem 17.
Financial Statements
23Item 18.
Financial Statements
24Item 19.
Exhibits
24Signatures
25


1


Introduction





As used in this annual report, the terms "we", "us", “Panoshan”, "our" and “Company” mean Panoshan Marketing Corp., unless otherwise indicated.





You should rely only on the information contained in this Annual Report. We have not authorized anyone to provide you with information that is different. The information in this Annual Report may only be accurate on the date of this Annual Report or on or as at any other date provided with respect to specific information.





Cautionary Statement Regarding Forward-Looking Information





Except for the statements of historical fact contained herein, some information presented in this annual report constitutes forward-looking statements as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the United States Securities Exchange Act of 1934.  These statements relate to future events or our future financial performance.  When used in this annual report, the words "estimate", "project", "believe", "anticipate", "intend", "expect", "predict", "may", "should", the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements.  Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include those discussed in the section entitled "Risk Factors".  Although we have attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause actual results not to be as anticipated, estimated or intended.  There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements.  Accordingly, prospective investors should not place undue reliance on forward-looking statements.  The forward-looking statements in this annual report speak only as to the date hereof.  We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.


2


PART I





ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS





Not Applicable.





ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE





Not Applicable.





ITEM 3.  KEY INFORMATION





Selected Financial Data





The following tables summarize selected financial data for our Company, which are stated in U.S. dollars and prepared in accordance with accounting principles generally accepted in the United States of America for the years ended June 30, 2010 through 2006.  We were incorporated on April 27, 2004.  The information in the table was extracted from the financial statements and related notes included in this annual report and the previously filed reports, and should be read in conjunction with such financial statements.





Statement of Operations Data

As at June 30

(U.S. dollars)$
2010


$
2009


$
2008


$
2007


$
2006Operating Revenues


-



-



-



-



-Income (loss) from Operations


(50,852
)


(17,812
)


(34,701
)


(20,966
)


(10,059
)Net Income (loss)


(54,014
)


(19,752
)


(35,416
)


(20,966
)


(10,059
)Net Income (loss) from Operations, per share


-



-l



-



-



-





Balance Sheet Data

As at June 30

(U.S. dollars)$
2010


$
2009


$
2008


$
2007


$
2006Total Assets


496



6,095



12,557



2,759



38,467Total Liabilities


93,034



49,619



41,329



1,115



0Total Stockholders' Equity (Deficit)


(92,538
)


(43,524
)


(28,772
)


1,644



38,467Capital Stock


39,243



39,243



39,243



39,243



60,100Number of Shares


18,000,000



18,000,000



18,000,000



18,000,000



18,000,000





Capitalization and Indebtedness





Not Required.





Reasons for the Offer and Use of Proceeds





Not Required.


3


Risk Factors





Our business entails a significant degree of risk and investment in our securities should be considered highly speculative.  Investment in our securities should only be undertaken by persons who can afford the loss of their entire investment.  The following is a brief discussion of those distinctive or special characteristics of Panoshan’s operations and industry which may have a material impact on Panoshan’s financial performance.





Financial Risk Factors





We are a start-up company, with limited operational history and no current business, both of which could mean the loss of your investment.





Our Company has a limited operating history and no current business operations.  Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies seeking to acquire or establish new business opportunities.  Since we have no current business and we have not yet generated any revenue, and may never do so, investors take the risk that the Company may never be able to make a profit or may take a very long time to do so.





These risks include, but are not limited to:  (a) the risk that we may not find a suitable acquisition (b) the risk that should we find a suitable acquisition we may not have insufficient funds to effectively execute our business plan, in which case our Company would likely fail and investors would lose all of their investment.





Lack of management experience in any proposed business acquisition undertaken by our Company may result in unsatisfactory performance or complete failure of our Company, which may result in the loss of your investment.





Our  management may lack direct experience in any business undertaken by acquisition therefore  investor funds may be at high risk of loss due to the inexperience of the officers and directors of our Company who could be making business decisions. This lack of experience may result in their inability to run a successful business. There is no assurance that our company will ever produce earnings.





Our business may not generate sufficient revenues and profits to cover expected expenditures in the foreseeable future. Additional funds may be needed and may not be available under reasonable terms, or at all.





As of the date of this annual report, our Company has received no revenues from its previous proposed business and our Company has no guarantee that it may acquire a business opportunity that would generate revenues in the foreseeable future. On a going-forward basis and until we either generate revenues or conduct some sort of financing, we expect our expenses to average approximately $1,500 per month. We expect to fund these expenses from the available funds and any additional monies which we may raise. We have no certainty of raising any such funds and our Company could fail as a result. Our auditors have expressed a "going concern" opinion on our financial statements.  Without additional capital from new equity invested in our Company, or from loans made to our Company, our survival may be at risk. There is no assurance that we will be able to raise sufficient capital to meet our continuing needs, under terms we would consider to be acceptable. If we are unable to obtain additional financing as may be required in the future, we may not be able to implement our business and growth strategies, respond to changing business or economic conditions, withstand adverse operating results, consummate possible acquisitions or compete effectively in our marketplace. There can be absolutely no assurance that we will be successful in achieving sustained profitability or ever achieving profitability, or any of our financial objectives, for that matter.





We are completely dependent on the skills, talents and experience of our management for the development of our business, which may not be adequate enough to ensure our future success, and may result in failure of the business.





We rely on our directors and officers currently to seek business acquisitions which may be suitable for the Company.  We can have no assurance that we will find a suitable business acquisition or that our directors and officers will be capable of making determination as to the potential of a business acquisition.  Currently our directors and officers undertake their duties for no compensation.  Should they determine not to continue to undertake these duties we may be faced with a situations whereby we do not have sufficient capital to hire personnel to continue to see business opportunities.  Without personnel to replace our current directors and officers we may not continue to operate.


4


Since our President controls 70% of the common stock of our company, investors and shareholders have little say in the management of our company, which could make it difficult for them to make changes in operations or management.





Our major shareholder and President, David Berardo, owns approximately 70% of our common stock and is in a position to continue to control our Company. This means that Mr. Berardo will have the ability to control our board of directors and major transactions such as mergers and acquisitions. There are no mergers or acquisitions planned at this time. Such close control may be risky to investors because our entire operation is dependent on a very few people who could lack the necessary skills or talent to operate our business, or who could lose interest in pursuing our company’s operations.





We may issue securities in return for business acquisitions and these share issuances could be highly dilutive to our existing investors.





If we issue shares to acquire a business opportunity this could have a significant dilutive impact on the investments of our existing investors in our company.





Risks Relating To Our Common Shares and The Trading Market





We may, in the future, issue additional Common Shares which would reduce investors’ percent of ownership and may dilute our share value.





Our Articles of Incorporation authorize the issuance of an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares without par value.  The future issuance of our unlimited authorized Common Shares may result in substantial dilution in the percentage of our Common Shares held by our then existing stockholders.  We may value any Common Shares issued in the future on an arbitrary basis.  The issuance of Common Shares for future services or acquisitions or other corporate actions may have the effect of diluting the value of the Common Shares held by our investors, and might have an adverse effect on any trading market for our Common Shares.





Our Common Shares are subject to the “Penny Stock” Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.





The SEC has adopted regulations that generally define a "penny stock" to be any equity security other than a security excluded from such definition by Rule 3a51-1 under the Securities Exchange Act of 1934, as amended.  For the purposes relevant to our Company, it is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.





Our Common Shares are currently regarded as a “penny stock”, since our shares are not listed on a national stock exchange or quoted on the NASDAQ Market within the United States, to the extent the market price for its shares is less than $5.00 per share.  The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide the customer with additional information including current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer's account, and to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  To the extent these requirements may be applicable they will reduce the level of trading activity in the secondary market for the Common Shares and may severely and adversely affect the ability of broker-dealers to sell the Common Shares.





There is a limited trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.





We currently are quoted on the OTC Bulletin Board, however we have limited trading history.  If for any reason a public trading market does not develop, purchasers of the Common Shares may have difficulty selling their shares should they desire to do so.


5


Since we are a “Foreign Private Issuer” under United States Securities Laws, our stockholders may have less complete and timely data about us.





We are considered a “foreign private issuer” under the Securities Act of 1933, as amended.  As an issuer incorporated in Alberta, Canada, we are exempt from Section 14 proxy rules and Section 16 of the Securities Exchange Act of 1934, as amended.  The submission of proxy and annual meeting of stockholders information (prepared to Canadian standards) on Form 6-K and the exemption from Section 16 rules regarding sales of Common Shares by insiders may result in stockholders having less complete and timely data as compared to information that may be available about U.S. issuers.





We have not and do not intend to pay any cash dividends on our Common Shares, and consequently our stockholders will not be able to receive a return on their shares unless they sell them.





We intend to retain any future earnings to finance the development and expansion of our business.  We have not, and do not, anticipate paying any cash dividends on our Common Shares in the foreseeable future.  Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.





We may, in the future, issue additional Common Shares or other securities, including our Preferred Shares, which would reduce investors’ percentage ownership and may dilute the value of our shares.





Our Articles of Incorporation authorize the issuance of an unlimited number of Common Shares without par value and an unlimited number of Preferred Shares without par value.  We may value any securities issued in the future on an arbitrary basis.  The issuance of additional securities for future services or acquisitions or other corporate actions may also have the effect of diluting the value of the shares held by our investors and might have an adverse effect on the trading market for our Common Shares.





Our Board of Directors may issue, without stockholder approval, Preferred Shares that have rights and preferences superior to those of Common Shares and that may delay or prevent a change of control.  At the present time, there are no Preferred Shares outstanding.  However, our Board of Directors may set the rights and preferences of any class of Preferred Shares in its sole discretion without the approval of the holders of Common Shares.  The rights and preferences of these Preferred Shares may be superior to those of the Common Shares.  Accordingly, the issuance of Preferred Shares may adversely affect the rights of holders of Common Shares.  The issuance of Preferred Shares also could have the effect of delaying or preventing a change of control of the Company.





We may be deemed to be a Passive Foreign Investment Company and, as a result, United States investors in The Company could suffer adverse tax consequences.





A passive foreign investment company, or PFIC, is a non-U.S. corporation that meets an income test and/or an asset test.  The income test is met if 75% or more of a corporation’s gross income is “passive income” (generally dividends, interest, rents, royalties, and gains from the disposition of passive assets) in any taxable year.  The asset test is met if at least 50% of the average value of a corporation’s assets produce, or are held for the production of, passive income.  We have not determined whether or not the IRS would treat us as a PFIC for U.S. federal income tax purposes.  If we were treated as a PFIC, a U.S. holder of our Common Shares could be subject to substantially increased tax liability, possibly including an interest charge, upon the sale or other disposition of the U.S. holder’s Common Shares or upon the receipt of “excess distributions” from us.  In the alternative, if we were treated as a PFIC, U.S. holders may enter into certain U.S. tax elections that may result in current Federal tax liability prior to any distribution or disposition of the shares, and without the assurance of any eventual distribution or successful disposition.




6


ITEM 4.  INFORMATION ON THE COMPANY





History and Development of our Company





Our Company was incorporated on April 27, 2004, under the laws of the Province of Alberta, Canadaand our plan of business was to become a marketer of highly technical hardware and software solutions for computer server installations in Asia.  We had been granted marketing rights by Server Researches, Incorporated to distribute its product, the “PC Weasel”, in Asia.   We had planned to obtain rights to market other similar products.  We had contracted with Puroil Technology, Inc. (“Puroil”) to conduct marketing and sales activities on our behalf.  We had expected that Puroil would identify potential computer product distributors of our licensed products and engage them to distribute the products in Asia.





On November 29, 2007, David J. Berardo of Los Angeles, California became the majority shareholder of the Company by acquiring 70% of our shares from Server Researches Incorporated, thus effecting a change in control of the Company.   After the change in control we abandoned our plans to market the PC Weasel.  We currently have no business operations and we are investigating other business opportunities, mergers and/or potential acquisitions.





Since our incorporation, we have concentrated our activities on putting into place the operating structure of our company, registering a stock offering, and attaining a quotation of our stock on the OTC Bulletin Board.





Our principal place of business is located at 1901 Avenue of the Stars, # 931, Los Angeles, CA 90067. Our telephone contact is (310) 282-0821. Our email contact is d.berardo@yahoo.com.





Our registered agent is Thomas Milley, whose office is located at Suite 1200, 1015 - 4th. Street SW, Calgary, Alberta, Canada, T2J 1J4. Tel: (403) 252-9937.





Business Overview





Present Operations


The Company presently has no business operations.  The Company intends to seek,  investigate and, if  such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of a corporation registered under the Securities Act of 1934.  The Company will not restrict its search to any specific business or industry. The Company may participate in a business venture of virtually any kind or nature.  This discussion of the proposed business is purposefully general and is not meant to be restrictive of the Company’s virtually unlimited discretion to search for and enter into potential business opportunities.  Management anticipates that it may be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources.  This lack of diversification should be considered a substantial risk to shareholders of the Company because it will not permit the Company to offset potential losses from one venture against gains from another.





The Company may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes.  The Company may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.





The Company anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky.  Due to general economic conditions, rapid technological advances being made in some industries, and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation.  Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes), for all shareholders and other factors.  Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.


7


The Company presently has limited capital with which to provide the owners of business opportunities with any significant cash or other assets.  However, management believes the Company will be able to raise additional capital for an acquisition of merit.  The Company may incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 6-K’s, registration statements and agreements and related reports and documents.  The Exchange Act specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the Exchange Act.





The analysis of new business opportunities will be undertaken by, or under the supervision of, the officers and directors of the Company. David Berardo, the Company’s President will be the key person in the search, review and negotiation with potential acquisition or merger candidates. In analyzing prospective business opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition of acceptance of products, services, or trades; name identification; and other relevant factors. The Company will not acquire or merge with any company for which audited financial statements cannot be obtained at the closing of the proposed transaction.





The Company will not restrict its search for any specific kind of firms, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer.





Acquisition Opportunities


In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that the present management and shareholders of the Company will no longer be in control of the Company.   In addition, the Company's directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of the Company's shareholders or may sell their stock in the Company. Any and all such sales will only be made in compliance with the laws of the jurisdiction of incorporation of the Company and the securities laws of the United States and any applicable state, as required.





It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under applicable securities laws in the Company’s jurisdiction and U.S. federal and state securities laws, as required. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after the Company has successfully consummated a merger or acquisition and the Company is no longer considered a "shell" company. Until such time as this occurs, the Company does not intend to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in the Company's securities may have a depressive effect on the value of the Company's securities in the future, if such a market develops, of which there is no assurance.





While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to avoid the creation of a taxable event and thereby structure the acquisition in a so-called "tax-free" reorganization. This could result in significant dilution in the equity of the current shareholders of the Company.




8


As part of the Company's investigation, officers and directors of the Company may personally meet with management and key personnel, may visit and inspect material facilities, obtain analysis or verification of certain information provided, check references of management and key personnel, and take such other reasonable investigative measures, to the extent of the Company's limited financial resources and management expertise. The manner in which the Company participates in an opportunity will depend on the nature of the opportunity, the respective needs and desires of the Company and other parties, the management of the opportunity and the relative negotiation strength of the Company and such other management.





With respect to any merger or acquisition, a negotiation with target company management is expected to focus on the percentage of the Company which the target company stockholders would acquire in exchange for all of their stockholdings in the target company.  Depending upon, among other things, the target company's assets and liabilities, the Company's stockholders will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's then stockholders.





The Company will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.





As stated hereinabove, the Company will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable period of time after closing of the proposed transaction. The Company is subject to all of the reporting requirements included in the Exchange Act. Included in these requirements is the affirmative duty of the Company to file independent audited financial statements as part of its Form 6-K to be filed with the Securities and Exchange Commission upon consummation of a merger or acquisition, as well as the Company's audited financial statements included in its annual report on Form 20-F.





The Company does not intend to provide the Company's security holders with any complete disclosure documents, including audited financial statements, concerning an acquisition or merger candidate and its business prior to the consummation of any acquisition or merger transaction.





Patents


The Company owns no patents and no Internet domain names.





Competition


The Company will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than the Company. In view of the Company's combined limited financial resources and limited management availability, the Company will continue to be at a significant competitive disadvantage compared to the Company's competitors.





Regulation and Taxation


The Investment Company Act of 1940 defines an "investment company" as an issuer which is or holds itself out as being engaged primarily in the business of investing, reinvesting or trading of securities. While the Company does not intend to engage in such activities, the Company could become subject to regulation under the Investment Company Act of 1940 in the event the Company obtains or continues to hold a minority interest in a number of development stage enterprises. The Company could be expected to incur significant registration and compliance costs if required to register under the Investment Company Act of 1940. Accordingly, management will continue to review the Company's activities from time to time with a view toward reducing the likelihood the Company could be classified as an "investment company."





The Company intends to structure a merger or acquisition in such manner as to minimize tax consequences to the Company and to any target company.


9


Organizational Structure





As of the date of this filing, our Company has no subsidiaries.





Property, Plants and Equipment





Our Company owns no properties and is provided office space by our President, David Berardo. The Company has accrued the estimated fair value of the office space at $1,200 per year. This arrangement is expected to continue until our company has sufficient revenues to pay for office space.





ITEM 4A.  UNRESOLVED STAFF COMMENTS





Not Applicable.





ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS





Certain statements contained in this report, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, our directors or officers, primarily with respect to the future operating performance of the Company and the products we expect to offer and other statements contained herein regarding matters that are not historical facts, but are “forward-looking” statements.  Future filings with the SEC, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.





All forward-looking statements speak only as of the date on which they are made.  We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.





Overview


We do not currently have any business operations and we are seeking acquisition opportunities.    We have incurred losses and we expect to incur losses until we acquire or start a business and become profitable.  We are currently investigating business opportunities.  We believe that our Company will have insufficient cash resources to operate at the present level of operations and expenditures for the next 12 months and, as a result, will need to obtain financing from either a debt or equity issue, or a combination with a third party that has sufficient cash flow to allow us to continue our operations. Our average operating costs are expected to be approximately $1,500 per month and are not expected to exceed this level within the next 12 months, unless the Company should enter into an acquisition agreement at which time we expect our operating costs may increase substantially.   We cannot at this time predict what our operating costs might be if we should commence business operations.





Operating Results





There have been no revenues from the date of incorporation on April 27, 2004 to the year ended June 30, 2010.





The Company realized net losses of $54,014 for the period ended June 30, 2010, as compared to $19,752 for the 12-month period ended June 30, 2009 and $35,416 for the 12-month period ended June 30, 2008. The increase in the loss was due primarily to increased professional fees, which increased from $11,151 for the period ending June 30, 2009 to $42,153 in 2010, and compared to $27,371 in 2008.  We expect such expenses to increase if we are able to identify a suitable transaction for the Company.  There was also an increase in interest expenses to $3,162 in the current fiscal year, from $1,940 in the prior year, and $715 for the period ended June 30, 2008.  The increase in interest costs was due to increased levels of borrowing, year over year, and will continue to increase unless such borrowed amounts are paid down.





Fluctuations in Operating Results





Our annual operating results are likely to fluctuate significantly in the future as a result of numerous factors, including, among others:


10




·
The availability of adequate financing;


·
Our ability to develop an organization infrastructure and effective management systems;


·
The success of our finding and closing on a business acquisition;


·
The adoption of new disclosure and/or corporate governance requirements associated with the maintenance of our status as a publicly reporting issuer;


·
Potential lawsuits involving our activities or other matters.





Impact of Inflation


We do not believe that inflation has had a material effect on our Company at this time.





B.      Liquidity and Capital Resources





At June 30, 2010, Panoshan’s total current assets of $496 were less than its current liabilities of $13,439, resulting in a $12,943 working capital deficit.  In fiscal 2009, current assets of $3,932 were less than its current liabilities of $24,619, as compared to total current assets of $3,932 which exceeded current liabilities of $25,619 at the close of fiscal 2009.





As we have had no revenues to date, we have relied on the amount of $60,000 realized from the sale of 5,400,000 shares in April 2004 to fund our operations to June 30, 2007. Thereafter, we have relied upon loans totaling approximately $80,000 through to June 30, 2010.  There can be no assurance that debt or equity financing will be available to the Company in an amount and on terms acceptable to us, as and when required, or at all.





While we do not expect to expend more than $12,000 to $18,000 over the 12-month period beginning July 1, 2010 and we plan to keep costs at a minimum until such time as revenues are generated to cover any increased costs, costs would most probably increase if we are able to complete an acquisition.  The amounts borrowed to date, approximately $80,000, were restructured to a long term note due in 2015, thereby reducing our obligations in the forthcoming year.  We will therefore be required to raise additional capital to meet these anticipated obligations.





C.
Research and Development, Patents, Licenses, etc.





We do not currently, and did not previously, have research and development policies in place.  Over the past three fiscal years no funds were expended by our company on research and development activities.





D.
Trend Information





We are not currently aware of any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on its financial condition.





E.
Off-Balance Sheet Arrangements





We do not have any off-balance sheet arrangements as of the date of this Report.





F.
Tabular Disclosure of Contractual Obligations





Payments due by period, relative to June 30, 2010Contractual Obligations

Total(1)


Less than

one year


1-3 years


3-5 years(1)


More than

5 yearsPromissory Notes

$
79,595



-



-


$
79,595



0Total

$
79,595



-



-


$
79,595



0


(1)This note does not include accrued interest at the rate of Five (5%) percent per annum.  Details of the promissory note terms are outlined in Note 4 of the financial statements.




11


ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES





Directors and Senior Management





The following table sets forth certain information in respect of our directors and executive officers, as of the date hereof:





Name
Age
Position
Date ElectedDavid Berardo

1901 Avenue of the Stars, #931

Los Angeles, CA  90067
68
President, Chief Financial Officer, Director
November 29, 2007Stephan Doucet

2959 Day Road

Roberts Creek, , BC V0N 2W1
51
Director
April 1, 2010Christopher Kolacy

421 East Shirley, #2

Beverly Hills, California  90232
37
Director, Secretary
April 28, 2004





David Berardo, President, Chief Financial Officer and Director


Mr. Berardo has been President, Chief Financial Officer and a director of our company since November 29,2007.  Mr. Berardo has over 35 years of experience as a business and tax lawyer.  He  graduated from Pomona College in Claremont, California with a B.A. degree in International Relations.  Since graduation from the University Of California Los Angeles School Of Law in 1967, he has devoted most of his professional career to domestic and international business transactions.  Mr. Berardo serves as an officer and director of several California corporations that acquire and finance the acquisition of companies engaged in international business transactions.  He is also the executive director of an international charity.  Mr. Berardo serves as the President of our company and will be responsible for overseeing our business expansion.





Stephen Doucet, Director


Mr. Doucet has been a director of our company since April 1, 2010.  For the past 25 years, Mr. Doucet has worked in the field of information technology, including the last twelve years as the President and sole shareholder of Sierra Incorporated.  Mr. Doucet earned his bachelor's degree in 1986 from Ambassador University in Pasadena, California.  Mr. Doucet is citizen of the United States, but a resident of Canada.  Mr. Doucet lives with his family in Roberts Creek, British Columbia.





Christopher Kolacy, Secretary and Director


Mr. Kolacy, has been Secretary, and a director of our company since its incorporation. From 1996 to 1999, Mr. Kolacy was a personal trainer at Desert Mountain Resort in Scottsdale, Arizona. From 2000 to 2002, Mr. Kolacy served as Office Manager and Assistant to the President of Mountain Desert Properties, Inc. in Scottsdale Arizona. His responsibilities included sales, marketing web site design and client relations. Since 2002, Mr. Kolacy has served as Administrative Vice President for CanAm Capital Corp. (a private venture funding company) in Los Angeles, California where he oversees all administrative functions of CanAm Capital Corp. Mr. Kolacy devotes time as required to his duties as Secretary and Director.





There are no family relationships among our officers, directors, or persons nominated for such positions.





Mr. Jonathan Levine resigned as a director of the Company on March 31, 2010.





Involvement in Certain Legal Proceedings


We are not aware of any material legal proceedings that have occurred within the past five years concerning any director, director nominee, or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.





Compensation


None of our officers have received or earned any cash compensation or bonus for services rendered for the fiscal year ending June 30, 2010.




12


No director has received any type of compensation from us for serving as such for the fiscal year ending June 30, 2010, with the exception of Jonathan Levine (resigned as a Director, March 31, 2010), who was paid the sum of $750 during the fiscal year ending June 30, 2010. No other arrangements are presently in place regarding compensation to directors for their services as directors or for committee participation or special assignments.





We do not maintain key-man life insurance for any of our executive officers or directors, nor do we do not have any long-term compensation plans or stock option plans.  We do not have any pension or profit sharing plans.  We may change or increase salaries as our profits and cash flow allow; however, there are no present plans to do so.





Board Practices





The directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected.  Executive officers serve at the discretion of the Board of Directors.





There are no employment contracts with any officers or directors.





Employees





As of the date of this annual report, our operations are carried out by our President and Director, David Berardo on a part-time basis.  For the years ended June 30, 2010 and June 30, 2009, $5,000 and $5,000, respectively, was recorded as compensation expense.  Mr. Berardo waived reimbursement and amounts have been recorded as a contribution to capital for both years. There are no full-time employees.  There has been no other salary or compensation paid, earned, or accrued to any of the officers and directors and there are no plans to pay, earn, or accrue any compensation until such time as we have sufficient capital and/or revenues to do so, of which there is no assurance.  We have hired outside accounting and consulting for all accounting and required regulatory filings and these consultants are compensated on an hourly basis for their work.   All other activities are carried out by our directors and officers who currently provide, and will continue to provide services as required for no compensation until such time as we can afford to pay for services, of which there is no assurance.  There is no compensation accrual or back pay allowance.





Share Ownership





The following table sets forth information, as of January 10, 2011, with respect to the beneficial ownership (on a fully diluted basis) of our common stock by each of our officers and directors, and by the officers and directors of the Company as a group. Information is provided on a fully diluted basis (i.e. beneficial ownership of common stock is stated as if all outstanding options, warrants, rights and conversion privileges are exercised and additional shares of common stock are issued).





Title of Class of Stock
Beneficial Owner
Number of Shares Held
Percentage of Class (1)Common
David Berardo(2)
12,600,000
70%Common
Stephen  Doucet
-
0%Common
Christopher Kolacy
-
0%TOTAL (All Officers and Directors as a group):
12,600,000
70%


(1)
Based on 18,000,000 shares of common stock outstanding.





We do not presently have any stock option plans.  There are no arrangements for involving employees in the capital of the Company at this time.





ITEM 7.MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS





Major Stockholders





The following table sets forth certain information, as of January 10, 2011, concerning the ownership of our common shares by each person who, to the best of our knowledge, beneficially owned on that date more than 5% of our outstanding common shares.




13


Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  In accordance with SEC rules, shares of common shares issuable upon the exercise of options or warrants which are currently exercisable or which become exercisable within 60 days following the date of the information in this table are deemed to be beneficially owned by, and outstanding with respect to, the holder of such option or warrant.  Except as indicated by footnote, and subject to community property laws where applicable, to our knowledge, each person listed is believed to have sole voting and investment power with respect to all shares of common shares owned by such person.





Title of Class of Stock
Beneficial Owner
Number of Shares Held
Percentage of Class (1)Common
David Berardo
12,600,000
70%


(1)Based on 18,000,000 shares of common stock outstanding.





Related Party Transactions





Since the date of our incorporation, transactions in which a director or executive officer or nominee for election as a director, or any member of the immediate family of any director or executive officer of Panoshan had, or isto have a direct or indirect material interest, are as follows:





·
On November 29, 2007, our President, David Berardo, acquired 12,600,000 common shares of our stock from the former control shareholder for a cost of $60,000.00.


·
On February 6, 2008, CanAm Capital Corp., a company with a common officer, Mr. Christopher Kolacy, entered into a loan agreement with the Company by way of a promissory note in the principal amount of $19,000, plus interest at 5% per annum until maturity on February 6, 2010.


·
On May 21, 2008, CanAm Capital Corp., a company with a common officer, Mr. Christopher Kolacy, entered into a loan agreement with the Company by way of a promissory note in the principal amount of $20,000, plus interest at 5% per annum until maturity on May 21, 2010.


·
On May 21, 2008, Diva Finance Corporation, a company owned by our President, David Berardo, received a fee of $2,500 for arranging and documenting the loans from CanAm Capital Corp.


·
On March 19, 2009, CanAm Capital Corp., a company with a common officer, Mr. Christopher Kolacy, entered into a loan agreement with the Company by way of a promissory note in the principal amount of $5,000, plus interest at 5% per annum until maturity on March 19, 2011.


·
On September 23, 2009, CanAm Capital Corp., a company with a common officer, Mr. Christopher Kolacy, entered into a loan agreement with the Company by way of a promissory note in the principal amount of $10,000, plus interest at 5% per annum until maturity on September 23, 2011.


·
On November 20, 2009, CanAm Capital Corp., a company with a common officer, Mr. Christopher Kolacy, entered into a loan agreement with the Company by way of a promissory note in the principal amount of $10,000, plus interest at 5% per annum until maturity on November 20, 2011.


·
On February 26, 2010, CanAm Capital Corp., a company with a common officer, Mr. Christopher Kolacy, entered into a loan agreement with the Company by way of a promissory note in the principal amount of $10,000, plus interest at 5% per annum until maturity on February 26, 2012.


·
On June 30, 2010, CanAm Capital Corp., a company with a common officer, Mr. Christopher Kolacy, entered into a loan agreement with the Company by way of a promissory note in the principal amount of $100,000, plus interest at 5% per annum until maturity on June 30, 2015.  The principal amount of the promissory note represents the maximum amount that the Company may draw down on an open line of credit provided by CanAm Capital Corp.  This promissory note incorporates principal and accrued interest, as at June 30, 2010, from all loan agreements previously entered into between CanAm Capital Corp and the Company.  As of June 30, 2010 the amount due on the new promissory note was $79,595.





C.
Interests of Experts and Counsel





Not applicable.


14


ITEM 8.  FINANCIAL INFORMATION





Financial Statements and Other Financial Information





The required audited financial statements are provided at the end of this report starting on Page F-1.





Significant Changes





Other than as disclosed herein, no significant change has occurred in our financial statements since the fiscal year ended June 30, 2010.





ITEM 9.  THE OFFER AND LISTING





Our common stock was approved for quotation on June 15, 2007 on the OTC Bulletin Board under the symbol “PSHNF”.  We have no other classes of stock quoted on any markets.





The last and only trade on our common stock was December 7, 2007, at $0.51 per share.  There have been no other trades on our common stock since we were approved for quotation.





On March 26, 2010, due to a non-compliance with Rule 15c2-11 (no market maker), our common stock was removed from quotation from the OTC Bulletin Board.  As of the date of this filing, our common stock is quoted on OTCMarkets Grey Market, under the same symbol.




ITEM 10.  ADDITIONAL INFORMATION





Memorandum and Articles of Association





Incorporated by reference to disclosure provided in our Form F-1 filed with the Securities and Exchange Commission on August 26, 2004.





The Company held an annual general meeting on March 11, 2008.   At the meeting the following amendments were approved by the shareholders to the Company’s Articles and Bylaws:





1.
The Corporation’s Articles of Incorporate be amended by striking out the following sentence in its entirety:  “NO SHARES OF THE CORPORATION SHALL BE TRANSFERRED WITHOUT THE APPROVAL OF THE DIRECTORS OF THE CORPORATION AS EVIDENCE BY A RESOLUTION OF THE DIRECTORS OF THE CORPORATION”


2.
Any director or officer of the Corporation be and is hereby authorized to approve, execute and deliver any and all such documents and other materials and to do all such acts and things as may be necessary, expedient or desirable in order to give effect to the foregoing resolution.


3.
If for any reason the directors of the Corporation deem it to be in the best interests of the Corporation not to proceed with the actions set forth in the aforesaid resolution of shareholders then the directors of the Corporation are hereby authorized, at their sole discretion and without the further approval of the Shareholders, to complete or not to complete the aforesaid resolution of the Shareholders.




Further, at the meeting the shareholders approved the following amendments to the Company’s bylaws:





1.
Paragraph 5.07 of the Corporation’s current By-laws be deleted in its entirety.





2.
Paragraph 14.02 of the Corporation’s current By-Laws be deleted in its entirety.





3.
Paragraph 8.03 of the Corporation’s current By-Laws be amended to read as follows:  “8.03 Place of Meetings:   Meetings of shareholders shall be held at any place within or outside Canada as the directors may by resolution determine.”


15


4.
Any director or officer of the Corporation be and is hereby authorized to approve, execute and deliver any and all such documents and other materials and to do all such acts and things as may be necessary, expedient or desirable in order to give effect to the foregoing resolution.





5.
If for any reason the directors of the Corporation deem it to be in the best interests of the Corporation not to proceed with the actions set forth in the aforesaid resolution of shareholders then the directors of the Corporation are hereby authorized, at their sole discretion and without the further approval of the Shareholders, to complete or not to complete the aforesaid resolution of the Shareholders.




Further, at the meeting the shareholders approved a change of domicile of the Company as follows:





1.
The Corporation’s jurisdiction of incorporation may be continued or moved to another location, such domicile of incorporation or continuance to be determined by the Directors of the Corporation in their sole discretion.





2.
Any director or officer of the Corporation be and is hereby authorized to approve, execute and deliver any and all such documents and other materials and to do all such acts and things as may be necessary, expedient or desirable in order to give effect to the foregoing resolution.





3.
If for any reason the directors of the Corporation deem it to be in the best interests of the Corporation not to proceed with the actions set forth in the aforesaid resolution of shareholders then the directors of the Corporation are hereby authorized, at their sole discretion and without the further approval of the Shareholders, to complete or not to complete the aforesaid resolution of the Shareholders.





None of the above resolutions have been effected as of the date of the filing of this annual report, however the Board of Directors has been granted the rights to effect the changes at their discretion.





Material Contracts





There are no other material contracts that have not been otherwise disclosed in this annual report.





Exchange Controls





Panoshan is incorporated pursuant to the laws of the Province of Alberta, Canada.  The Company is not aware of any Canadian federal or provincial laws, decrees or regulations that restrict the export or import of capital, including foreign exchange controls or that affect the remittance of interest, dividends or other payments to a non-resident holder of our common stock, other than the withholding tax requirements detailed herein. Dividends paid to U.S. residents, are subject to a 15% withholding tax or a 5% withholding tax for dividends if the stockholder is a corporation owning at least 10% of the outstanding voting shares of our company pursuant to Article X of the reciprocal tax treaty between Canada and the U.S. (see Item 10E "Taxation" below).





Except as provided in the Investment Canada Act, which has provisions that restrict the holding of voting shares by non-Canadians, there are no limitations specific to the rights of non-Canadians to hold or vote our common shares under the laws of Canada or Alberta, or in our charter documents.  The following summarizes the principal features of the Investment Canada Act for non-Canadian residents proposing to acquire our common shares.





This summary is of a general nature only and is not intended to be, and should not be construed to be, legal advice to any holder or prospective holder of our common shares, and no opinion or representation to any holder or prospective holder of our common shares is hereby made.  Accordingly, holders and prospective holders of our common shares should consult with their own legal advisors with respect to the consequences of purchasing and owning our common shares.





The Investment Canada Act governs the acquisition of Canadian businesses by non-Canadians.  Under the Investment Canada Act, non-Canadian persons or entities acquiring "control" (as defined in the Investment Canada Act) of a corporation carrying on business in Canada are required to either notify, or file an application for review with, Industry Canada.  Industry Canada may review any transaction which results in the direct or indirect acquisition of control of a Canadian business,


16


where the gross value of corporate assets exceeds certain threshold levels (which are higher for investors from members of the World Trade Organization, including United States residents, or World Trade Organization member-controlled companies) or where the activity of the business is related to Canada’s cultural heritage or national identity.  No change of voting control will be deemed to have occurred, for purposes of the Investment Canada Act, if less than one-third of the voting control of a Canadian corporation is acquired by an investor.





If an investment is reviewable under the Investment Canada Act, an application for review in the form prescribed is normally required to be filed with Industry Canada prior to the investment taking place, and the investment may not be implemented until the review has been completed and the Minister responsible for the Investment Canada Act is satisfied that the investment is likely to be of net benefit to Canada.  If the Minister is not satisfied that the investment is likely to be of net benefit to Canada, the non-Canadian applicant must not implement the investment, or if the investment has been implemented, may be required to divest itself of control of the Canadian business that is the subject of the investment.





Certain transactions relating to our common stock would be exempt from the Investment Canada Act, including:





(a)
the acquisition of our common stock by a person in the ordinary course of that person’s business as a trader or dealer in securities;


(b)
the acquisition of control of our company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Canada Act; and


(c)
the acquisition of control of our company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of our company, through ownership of our common stock, remains unchanged.





Taxation





ALL PROSPECTIVE INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES OF THE COMPANY.





Material Canadian Federal Income Tax Consequences





We consider that the following general summary fairly describes the principal Canadian federal income tax consequences applicable to a holder of our common stock who is a resident of the United States, who is not, will not be and will not be deemed to be a resident of Canada for purposes of the Income Tax Act(Canada) and any applicable tax treaty and who does not use or hold, and is not deemed to use or hold, his common stock in the capital of our company in connection with carrying on a business in Canada (a "non-resident holder").





This summary is based upon the current provisions of the Income Tax Act, the regulations thereunder (the "Regulations"), the current publicly announced administrative and assessing policies of the Canada Revenue Agency and the Canada- United States Tax Convention (1980), as amended (the "Treaty").  This summary also takes into account the amendments to the Income Tax Act and the Regulations publicly announced by the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals") and assumes that all such Tax Proposals will be enacted in their present form.  However, no assurances can be given that the Tax Proposals will be enacted in the form proposed, or at all.  This summary is not exhaustive of all possible Canadian federal income tax consequences applicable to a holder of our common stock and, except for the foregoing, this summary does not take into account or anticipate any changes in law, whether by legislative, administrative or judicial decision or action, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ from the Canadian federal income tax consequences described herein.





This summary is of a general nature only and is not intended to be, and should not be construed to be, legal, business or tax advice to any particular holder or prospective holder of our common stock, and no opinion or representation with respect to the tax consequences to any holder or prospective holder of our common stock is made.  Accordingly, holders and prospective holders of our common stock should consult their own tax advisors with respect to the income tax consequences of purchasing, owning and disposing of our common stock in their particular circumstances.


17


Dividends





Dividends paid on our common stock to a non-resident holder will be subject under the Income Tax Act to withholding tax which tax is deducted at source by our company.  The withholding tax rate for dividends prescribed by the Income Tax Act is 25% but this rate may be reduced under the provisions of an applicable tax treaty. Under the Treaty, the withholding tax rate is reduced to 15% on dividends paid by our company to residents of the United States and is further reduced to 5% where the beneficial owner of the dividends is a corporation resident in the United States that owns at least 10% of the voting stock of our company.





The Treaty provides that the Income Tax Act standard 25% withholding tax rate is reduced to 15% on dividends paid on stock of a corporation resident in Canada (such as our company) to residents of the United States, and also provides for a further reduction of this rate to 5% where the beneficial owner of the dividends is a corporation resident in the United States that owns at least 10% of the voting stock of the corporation paying the dividend.





Capital Gains





A non-resident holder is not subject to tax under the Income Tax Act in respect of a capital gain realized upon the disposition of a common share of our company unless such share is "taxable Canadian property" (as defined in the Income Tax Act) of the non-resident holder.  Our common stock generally will not be taxable Canadian property of a non-resident holder unless the non-resident holder alone or together with non-arm’s length persons owned, or had an interest in an option in respect of, not less than 25% of the issued stock of any class of our capital stock at any time during the 60 month period immediately preceding the disposition of the stock.  In the case of a non-resident holder resident in the United States for whom stock of our company is taxable Canadian property, no Canadian taxes will generally be payable on a capital gain realized on such stock by reason of the Treaty unless the value of such stock is derived principally from real property situated in Canada.





Material United States Federal Income Tax Consequences





The following is a general discussion of certain possible United States Federal foreign income tax matters under current law, generally applicable to a U.S. Holder (as defined below) of our common stock who holds such stock as capital assets.  This discussion does not address all aspects of United States Federal income tax matters and does not address consequences peculiar to persons subject to special provisions of Federal income tax law, such as those described below as excluded from the definition of a U.S. Holder.  In addition, this discussion does not cover any state, local or foreign tax consequences.  See "Certain Canadian Federal Income Tax Consequences" above.





The following discussion is based upon the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS") rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time.  In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.  No assurance can be given that the IRS will agree with such statements and conclusions, or will not take, or a court will not adopt, a position contrary to any position taken herein.





The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal, business or tax advice to any holder or prospective holder of our common stock, and no opinion or representation with respect to the United States Federal income tax consequences to any such holder or prospective holder is made.  Accordingly, holders and prospective holders of common shares are urged to consult their own tax advisors with respect to Federal, state, local, and foreign tax consequences of purchasing, owning and disposing of our common shares.




18


U.S. Holders





As used herein, a "U.S. Holder" includes a holder of less than 10% of our common shares who is a citizen or resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, any entity which is taxable as a corporation for United States tax purposes and any other person or entity whose ownership of our common stock is effectively connected with the conduct of a trade or business in the United States.  A U.S. Holder does not include persons subject to special provisions of Federal income tax law, such as tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals or foreign corporations whose ownership of our common stock is not effectively connected with the conduct of a trade or business in the United States and stockholders who acquired their stock through the exercise of employee stock options or otherwise as compensation.





Distributions





The gross amount of a distribution paid to a U.S. Holder will generally be taxable as dividend income to the U.S. Holder for United States federal income tax purpose to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles.  Distributions which are taxable dividends and which meet certain requirements will be "unqualified dividend income" and taxed to U.S. Holders at a maximum United States federal rate of 15%.  Distributions in excess of our current and accumulated earnings and profits will be treated first as a tax-free return of capital to the extent the U.S. Holder’s tax basis in the common stock and, to the extent in excess of such tax basis, will be treated as a gain from a sale or exchange of such stock.





Capital Gains





In general, upon a sale, exchange or other disposition of common stock, a U.S. Holder will generally recognize a capital gain or loss for United States federal income tax purposes in an amount equal to the difference between the amounts realized on the sale or other distribution and the U.S. Holder’s adjusted tax basis in such stock.  Such gain or loss will be a United States source gain or loss and will be treated as a long-term capital gain or loss if the U.S. Holder’s holding period of the stock exceeds one year.  If the U.S. Holder is an individual, any capital gain will generally be subject to United States federal income tax at preferential rates if specified minimum holding periods are met.  The deductibility of capital losses is subject to significant limitations.





Foreign Tax Credit





A U.S. Holder who pays (or has had withheld from distributions) Canadian income tax with respect to the ownership of our common stock may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld.  Generally, it will be more advantageous to claim a credit because a credit reduces United States Federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax.  This election is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S. Holder during that year.  There are significant and complex limitations which apply to the tax credit, among which is an ownership period requirement and the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income.  In determining the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources.  Complex rules govern this classification process.  There are further limitations on the foreign tax credit for certain types of income such as "passive income", "high withholding tax interest", "financial services income", "shipping income", and certain other classifications of income.  The availability of the foreign tax credit and the application of these complex limitations on the tax credit are fact specific and holders and prospective holders of our common stock should consult their own tax advisors regarding their individual circumstances.





Passive Foreign Investment Corporation





We do not believe that we are a passive foreign investment corporation (a "PFIC") because we have realized no income, domestic or foreign.  However, since PFIC status depends upon the composition of a company’s income and assets and the market value of its assets and stock from time to time, there is no assurance that we will not be considered a PFIC for any taxable year.  If we were treated as a PFIC for any taxable year during which a U.S. Holder held stock, certain adverse tax consequences could apply to the U.S. Holder.


19


If we are treated as a PFIC for any taxable year, gains recognized by such U.S. Holder on a sale or other disposition of stock would be allocated ratably over the U.S. Holder’s holding period for the stock.  The amount allocated to the taxable year of the sale or other exchange and to any year before we became a PFIC would be taxed as ordinary income.  The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as applicable, and an interest charge would be imposed on the amount allocated to such taxable year.  Further, any distribution in respect of stock in excess of 125% of the average of the annual distributions on stock received by the U.S. Holder during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, would be subject to taxation as described above.  Certain elections may be available to U.S. Holders that may mitigate some of the adverse consequences resulting from PFIC status.  However, regardless of whether such elections are made, dividends paid by a PFIC will not be "qualified dividend income" and will generally be taxed at the higher rates applicable to other items of ordinary income.





We will establish an office for the Company in the U.S. and engage in a U.S. trade or business for U.S. tax purposes.  Therefore, future foreign source income should not result in the Company being classified as a PFIC.





U.S. Holders and prospective holders should consult their own tax advisors regarding the potential application of the PFIC rules to their ownership of our common stock.





Dividends and Paying Agents





Not required.





Statements by Experts





Not required.





Documents on Display





Documents and agreements concerning our Company may be viewed by appointment during regular business hours at our office at 520 5th Avenue SE, Suite 1250, Calgary AB T2P 3R7.





Subsidiary Information





None.





ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not required.





ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES





The Company does not have any securities represented by American Depository Receipts.


20


PART II





ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES





Not applicable.





ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS





There have been no material modifications to the rights of security holders.





Use of Proceeds





Not applicable.





ITEM 15T.  CONTROLS AND PROCEDURES





Disclosure Controls and Procedures


Our management, under supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e).  Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2010, the disclosure controls and procedures were effective to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Commission’s rules and forms.





Management’s Annual Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f).  Our 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.





All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation.  In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.





Management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2010.  In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.   Based on its assessment, management concluded that, as of June 30, 2010, the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.





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 the 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 Control over Financial Reporting




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


21


ITEM 16.  [RESERVED]





ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT





We presently do not have an audit committee nor an audit committee member who qualifies as an "audit committee financial expert" or who is "independent" as that is defined by Rule 4200(a)(15) of the NASDAQ Market Place Rules.  Our board of directors performs the same functions as an audit committee.  Since there are insufficient independent members of the board, it is not feasible at this time to have an audit committee.





ITEM 16B.  CODE OF ETHICS





We have not adopted a written code of ethics.  We have not seen any need to adopt a written code of ethics on the basis that our corporate culture effectively deters wrongdoing and promotes honest and ethical conduct, full, fair and accurate, timely, and understandable disclosure in reports and documents, the compliance with applicable governmental laws, rules and regulations, and prompt internal reporting.





ITEM 16C.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





Our independent auditors for the fiscal years ended June 30, 2010 and 2009 were Farber Hass Hurley LLP (“Farber”).





Audit Fees





The fees billed by Farber for professional services rendered for the audit of our annual financial statements for the fiscal years ended June 30, 2010 was $7,665 and for 2009 was $7,500.





Audit Related Fees





The fees billed for assurance and related services by Farber relating to the performance of the audit or review of our financial statements for the fiscal years ended June 30, 2010 and 2009, which are not reported under the heading "Audit Fees" above, were Nil.





Tax Fees





For the fiscal years ended June 30, 2010 and 2009, the aggregate fees billed for tax compliance, tax advice and tax planning by Farber were -0-.





All Other Fees





For the fiscal years ended June 30, 2010 and 2009, the aggregate fees billed by Farberas applicable, for products and services, other than the services set out above, were Nil.





Audit Committee Pre-Approved Procedures





Our board of directors pre-approves all services provided by our principal accountant.  All of the services and fees described under the heading "Audit Fees", "Audit Related Fees", "Tax Fees" and "All Other Fees" above were reviewed and approved by our board of directors before the respective services were rendered and none of such services were approved by our board of directors pursuant to paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X.





ITEM 16D.  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES





Not applicable.





ITEM 16E.  PURCHASES OF EQUITY SECURITIES BY OUR COMPANY AND AFFILIATED PURCHASERS





Not applicable.


22


ITEM 16F.  CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT





On October 10, 2009, the Company engaged the accounting firm of Farber Hass Hurley LLP (“Farber”) as its principal accounting firm to audit the Company’s financial statements as successor to ABBM Group, Ltd LLP, formerly known as Bateman & Co., Inc., P.C.  During the Company’s two most recent fiscal years or subsequent interim period, the Company has not consulted with Farber regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements; nor did Farber  provide advice to the Company, either written or oral, that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; nor has any disagreement or other reportable event (as such are defined in paragraphs (a)(1)(iv)-(v) under Item 304 of Regulation S-K) occurred as disclosed above.





During the Company's fiscal periods preceding ABBM Group, Ltd LLP's, formerly known as Bateman & Co., Inc., P.C. dismissal and through the date of dismissal, there were no disagreements between the Company and ABBM Group, Ltd LLP, formerly known as Bateman & Co., Inc., P.C. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.





There were no reportable events (as such term is defined by paragraph (a)(1)(v) of Item 304 of Regulation S-K promulgated by the Securities and Exchange Commission ("Regulation S-K") that occurred within the Company's fiscal periods preceding ABBM Group, Ltd LLP’s, formerly known as Bateman & Co., Inc., P.C. dismissal and through the date of dismissal.





ITEM 16G.  CORPORATE GOVERANCE





Not applicable.





PART III





ITEM 17.  FINANCIAL STATEMENTS





Our audited financial statements for the fiscal years ended June 30, 2010 and 2009 are provided herein starting on page F-1.


23


PANOSHAN MARKETING CORP.


FINANCIAL STATEMENTS


FOR THE PERIOD FROM INCEPTION (APRIL 27, 2004) TO


FISCAL YEAR END JUNE 30, 2010





REPORTED IN U.S. DOLLARS




PageAudited Financial Statements
F-1Reports of Independent Registered Public Accounting Firms
F-2 and F-3Balance Sheets
F-4Statements of Operations
F-5Statements of Stockholders’ Equity (Deficit)
F-6Statements of Cash Flows
F-7Notes to Financial Statements
F-8 to F-12




F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the Board of Directors and Stockholders


of Panoshan Marketing Corp.:





We have audited the accompanying balance sheets of Panoshan Marketing Corp. (a development stage company) (the “Company”) as of June 30, 2010 and 2009, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years then ended and for the period of inception, April 27, 2004 through June 30, 2010.  The Company’s management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audit.





We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Panoshan Marketing Corp. (a development stage company) as of June 30, 2010 and 2009, and the results of its operations and its cash flows for each of the years then ended and for the period from inception, April 27, 2004, through June 30, 2010, in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company is not currently engaged in a business and has suffered losses from development stage activities to date approximating $157,000, and has negative stockholders’ equity of approximately $93,000, all of which raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.








/s/ Farber Hass Hurley LLP





Camarillo, CA


January 11, 2011.


F-2


ABBM Group, Ltd LLPCertified Public Accountants19 Briar Hollow Lane, Suite 263Houston, Texas 77027(713) 552-9800FAX (713) 552-9700www.abbmgroup.com
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To The Board of Directors and Stockholders
 Of Panoshan Marketing Corp.
 
 We have audited the accompanying statements of operations, stockholders’ equity, and cash flows of Panoshan Marketing Corp., (a Nevada corporation and a development stage enterprise) for the year ended June 30, 2008, and for the period from inception, April 27, 2004, through June 30, 2008, which is included in cumulative amounts presented on the accompanying financial statements. Panoshan Marketing Corp.’s management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Panoshan Marketing Corp. (a development stage enterprise) for the year ended June 30, 2008, and for the period from inception, April 27, 2004, through September 30, 2008, which is included in cumulative amounts presented on the accompanying financial statements, in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company is not currently engaged in a business and had suffered losses from development stage activities to December 31, 2008 approximating $83,000, and had negative stockholders’ equity at December 31, 2008 of approximately $29,000, all of which raised substantial doubt about its ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 /s/ ABBM Group, Ltd LLP
 Formerly known as BATEMAN & CO., INC., P.C.
 
 Houston, Texas
 January 12, 2009
 (reissued January 13, 2011 to refer only to financial statements presented)
 
 International Associate
 UK 200 GROUP
 Associate Offices in Principal Cities Around The World
 F-3


PANOSHAN MARKETING CORP.


(A development stage enterprise)


Balance Sheets





Fiscal Year

Ended

June 30, 2010


Fiscal Year

ended

June 30, 2009ASSETSCurrentCash

$
-


$
3,932Total Current Assets


-



3,932OtherPrepaid Expenses


288



1,038Prepaid loan fees, net of $2,292 and $1,375 Amortization, respectively


208



1,125Total other assets


496



-TOTAL ASSETS

$
496


$
6,095LIABILITIESCurrent LiabilitiesBank overdraft


1,039



-Accounts payable


10,000



-Accounts payable – related parties


2,400



3,186Interest payable


-



2,433Notes payable  – related parties


-



19,00013,439



24,619Long Term LiabilitiesNotes payable – related parties


79,595



25,000Total Long Term Liabilities


79,595



25,000Total Liabilities


93,034



49,619STOCKHOLDERS’ EQUITY (DEFICIT)Common stock

An unlimited number of common shares with no par value.

Issued and outstanding 18,000,000 shares as of June 30, 2010 and June 30, 2009


39,243



39,243Contributed capital


25,000



20,000Accumulated deficit


(156,781
)


(102,767
)Total Stockholders’ (Deficit)


(92,538
)


(43,524
)TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$
496


$
6,095See accompanying notes.




F-4


PANOSHAN MARKETING CORP.


(A development stage enterprise)


Statement of Operations





Fiscal Year ended

June 30,


From Inception

(April 27, 2004)

to2010


2009


2008


June 30, 2010Revenues

$



$
-


$
-


$
-Operating ExpensesProfessional fees


42,153



11,151



27,371



113,255Management fees


5,000



5,000



5,000



28,000Other general and administrative


3,699



1,661



2,330



9,70950,852



17,812



34,701



150,964Income (Loss) from Operations


(50,852
)


(17,812
)


(34,701
)


(150,964
)Interest expense


(3,162
)


(1,940
)


(715
)


(5,817
)Net Income (Loss)

$
(54,014
)

$
(19,752
)


(35,416
)

$
(156,781
)Net Income (Loss) per Share

$
-


$
-



-WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING


18,000,000



18,000,000



18,000,000See accompanying notes.




F-5


PANOSHAN MARKETING CORP.


(A development stage enterprise)


Statements of Stockholders’ Equity (Deficit)





DeficitAccumulatedDuring theCommon Stock


Contributed


DevelopmentShares


Amount


Capital


Stage


TotalInception, April 27, 2004


-


$
-


$
-


$
-


$
-Shares issued for cash


5,400,000



60,000











60,000Shares issued for marketing rights


12,600,000



100











100Development stage net loss














(382
)


(382
)Balances, June 30, 2004


18,000,000



60,100



-



(382
)


59,718Services contributed by officers and managers for which no stock was issued










5,000







5,000Development stage net loss














(16,192
)


(16,192
)Balances, June 30, 2005


18,000,000



60,100



5,000



(16,574
)


48,526Development stage net loss














(10,059
)


(10,059
)Balances, June 30, 2006


18,000,000



60,100



5,000



(26,633
)


38,467Services contributed by officers and managers for which no stock was issued










5,000







5,000Deferred registration costs charged against common stock proceeds






(20,857
)










(20,857
)Development stage net loss














(20,966
)


(20,966
)Balances, June 30, 2007


18,000,000



39,243



10,000



(47,599
)


1,644Services contributed by officers and managers for which no stock was issued










5,000







5,000Development stage net loss














(35,416
)


(35,416
)Balances, June 30, 2008


18,000,000



39,243



15,000



(83,015
)


(28,772
)Services contributed by officers and managers for which no stock was issued










5,000







5,000Development stage net loss














(19,752
)


(19,752
)Balances, June 30, 2009


18,000,000


$
39,243


$
20,000


$
(102,767
)

$
(43,524
)Services contributed by officers and managers for which no stock was issued










5,000







5,000Development stage net income (loss)














(54,014
)


(54,014
)Balances, June 30, 2010


18,000,000



39,243



25,000



(156,781
)


(92,538
)





See accompanying notes.


F-6


PANOSHAN MARKETING CORP.


(A development stage enterprise)


Statements of Cash Flows





From InceptionFiscal Year Ended April 30,


(April 27, 2004) to2010


2009


2008


June 30, 2010Cash flow used in operating activitiesNet loss for the period

$
(54,014
)

$
(19,752
)

$
(35,416
)

$
(156,781
)Adjustments to reconcile net loss to net cash used in development stage activities:Services contributed by officers


5,000



5,000



5,000



25,000Amortization of loan fees


917



1,167



208



2,292Write off marketing rights


-



-



100



100Changes in current assets and liabilities:Prepaid Expenses


750



(1,038
)


-



(288
)Accounts Payable


10,000



-



-



10,000Accounts Payable – related parties


(786
)


1,350



721



2,400Interest Payable


3,162



1,940



493



5,595Net cash used in operating activities


(34,971
)


(11,333
)


(28,894
)


(111,682
)Cash flows  from investing activities:Acquisition of marketing rights


-



-



-



100Less, common stock issued therefore


-



-



-



(100
)Net cash flows from investing activites


-



-



-



-Cash flow provided (required) by financing activitiesProceeds from sale of common stock


-



-



-



39,143Change in deferred registration costs


-



-



-



-Prepaid loan fees incurred


-



-



(2,500
)


(2,500
)Proceeds, notes payable, related parties


30,000



5,000



39,000



74,000Net cash provided (required) by financing activities


30,000



5,000



36,500



110,643Cash Increase (Decrease)


(4,971
)


(6,333
)


7,606



(1,039
)Cash, Beginning of period


3,932



10,265



2,659



-Cash, End of period

$
(1,039
)

$
3,932


$
10,265


$
(1,039
)Supplemental disclosure of cash flow information:Cash paid for:Interest

$
-


$
-


$
-


$
-Income taxes


-



-



-



-Noncash investing and financing activities:


-



-



-



-Stock issued for marketing rights


-



-



-



100Services contributed by officers

$
5,000


$
5,000


$
5,000


$
25,000See accompanying notes.




F-7


PANOSHAN MARKETING CORP.


(A development stage enterprise)


Notes to Financial Statements


June 30, 2010, 2009, and 2008





Note 1 - Organization and summary of significant accounting policies:





Following is a summary of our organization and significant accounting policies:





Organization and nature of business –Panoshan Marketing Corp. (identified in these footnotes as “we” or the Company) is an Alberta, Canada, corporation incorporated on April 27, 2004.  We are domiciled in Calgary, Alberta, Canada, and have an executive office in Los Angeles, California.  We use a June 30 fiscal year for financial reporting purposes.





David J. Berardo of Los Angeles, California owns 70% of our shares. Mr. Berardo acquired the shares on November 29, 2007 from Server Researches, Incorporated.





Prior to November 29, 2007 our intent was to become a marketer of highly technical hardware and software solutions for computer server installations in Asia. We had been granted marketing rights by Server Researches, Incorporated to distribute its product, "PC Weasel," in Asia. We had planned to obtain rights to market other similar products. We had contracted with Puroil Technology, Inc. to conduct marketing and sales activities on our behalf. We had expected that Puroil would identify potential computer products distributors of our licensed products and engage them to distribute the products in Asia.





After the change in control we abandoned our plans to market the PC Weasel. Accordingly, we are currently investigating other business opportunities, merger partners, and/or potential acquisitions.





To date, our activities have been limited to formation, the raising of equity capital, and the development of a business plan. We engaged an attorney to assist us in registering securities for trading by filing with the U.S. Securities and Exchange Commission and OTC Bulletin Board. The registration statement filed with SEC became effective on February 2, 2006; the approval for a quotation on the OTC Bulletin Board was issued on June 15, 2007. In the current development stage, we anticipate incurring operating losses as we refine and implement our business plan.





Basis of presentation -The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America applicable to development stage enterprises. The financial statements have been presented in U.S. dollars, which is our functional currency.





Use of estimates -The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.





Cash and cash equivalents -For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.





Fair value of financial instruments and derivative financial instrumentsWe have adopted FASB Accounting Standards Codification Topic 825, Financial Instruments, and FASB Accounting Standards Codification Topic 815, Derivatives and Hedging. The carrying amounts of cash, receivables, and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of our foreign exchange, commodity price or interest rate market risks.


F-8


PANOSHAN MARKETING CORP.


(A development stage enterprise)


Notes to Financial Statements


June 30, 2010, 2009, and 2008





Note 1 - Organization and summary of significant accounting policies (Continued):





Intangible assets/marketing rights - We have adopted FASB Accounting Standards Codification Topic 350, Goodwill and Other, which requires that intangible assets acquired by the issuance of shares be valued initially at fair value and evaluated for impairment at least annually. We acquired marketing rights from our majority shareholders in exchange for common stock. However, SEC rules dictate that transfers of nonmonetary assets to a company by its promoters or shareholders in exchange for stock prior to or at the time of the company's initial public offering should be recorded at the transferors' historical cost basis determined under accounting principles generally accepted in the United States of America. Since the shareholders historical cost basis in the license was $100, it was recorded at that amount. Upon abandonment of our plans to exploit the marketing rights, the asset was written off. See also Note 6.





Income taxes -Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB Accounting Standards Codification Topic 740, Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides deferred taxes for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.





Revenue recognition - Since inception, we have had no revenue. Before abandoning our plans to exploit the PC-Weasel marketing rights, we expected that our future revenue would be in the form of commissions on the sale of PC Weasel and other products that we might have represented. Currently, we do not know what the sources of future revenues will be.





Net income per share of common stock -We have adopted FASB Accounting Standards Codification Topic 260, Earnings per Share,which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Because we experienced an operating loss during the period, the calculation of diluted earnings per share did not include the warrants described in Note 6 below, as the calculation would have been antidilutive.





Note 2 - Future operations:





At June 30, 2010, we were not currently engaged in an operating business and expect to incur development stage operating losses until we acquire or start a business and become profitable. As indicated above, we are currently investigating business opportunities. We intend to rely on our officers and directors to perform essential functions without compensation until a business operation can be commenced.





At June 30, 2010, we had incurred cumulative losses from operations approximating $157,000, and had negative stockholders equity of approximately $93,000. In addition, the warrants issued with our original stock sale (see Note 6) expired unexercised in February 2007. Since that time, Management has been investigating other sources of equity or debt financing to enable us to develop and execute a business plan. Nothing has been consummated at January 10, 2011. Accordingly, there is no assurance we will be able to survive as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.


F-9


PANOSHAN MARKETING CORP.


(A development stage enterprise)


Notes to Financial Statements


June 30, 2010, 2009, and 2008





Note 3 - Deferred registration costs:





We engaged an attorney and a securities consulting firm related to the attorney to assist us in filing with the U.S. Securities and Exchange Commission and OTC Bulletin Board to allow us to offer stock for sale to the public. The registration statement filed with SEC became effective on February 2, 2006; the approval for a quotation on the OTC Bulletin Board was issued on June 15, 2007. Through June 30, 2006 and 2005, we had incurred $20,857 and $15,799, respectively, of attorneys' fees and other expenses related to the registration statement and OTC Bulletin Board filing. These costs were initially deferred; however, the warrants associated with the original stock issuance expired unexercised. Therefore, Management determined that the deferred costs should be charged against the original proceeds from the sale of stock, and charged the deferred amount ($20,857) against common stock as of June 30, 2007.





Note 4 - Long term note payable:





Long term note payable consists of:





TotalPromissory note to CanAm Capital Corp., dated June 30, 2010, due June 30,

2015, with interest at 5% per annum, Unsecured

$
79,595





On June 30, 2010, CanAm Capital Corp., a company with a common officer, Mr. Christopher Kolacy, entered into a loan agreement with the Company by way of a promissory note in the principal amount of $100,000, plus interest at 5% per annum until maturity on June 30, 2015.  The principal amount of the promissory note represents the maximum amount that the Company may draw down on an open line of credit provided by CanAm Capital Corp.  This promissory note incorporates principal and accrued interest, as of June 30, 2010, from all loan agreements previously entered into between CanAm Capital Corp and the Company.  As of June 30, 2010 the amount due on the new promissory note was $79,595.





Note 5 - Federal income tax:





We follow FASB Accounting Standards Codification Topic 740, Income Taxes; deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for income tax has been made in the accompanying statement of operations because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized. During the year ended June 30, 2010, June 30, 2009 and June 30, 2008 there are no material differences between income tax expense and the amount computed by applying the federal statutory income tax rate.





At June 30, 2010, the Company has a net operating loss carryforward for federal tax purposes of approximately $183,200, which, if unused to offset future taxable income, will begin to expire in 2024.





The Company had deferred tax assets of $62,300 at June 30, 2010, relating to its net operating loss. A valuation allowance has been recognized to offset the entire related deferred tax asset due to the uncertainty of realizing the benefit. The valuation allowance increased $18,000, $21,200, and 10,300 during the year ended June 30, 2010, June 30, 2009 and June 30, 2008, respectively,  primarily related to the net taxable loss and to change in estimate for certain deductions.








F-10


PANOSHAN MARKETING CORP.


(A development stage enterprise)


Notes to Financial Statements


June 30, 2010, 2009, and 2008





Note 6 - Issuance of shares and warrants:





As of June 30, 2010, the Company had issued shares of its no par value common stock as follows:





Date
Description

Shares


Price Per Share


Amount04/27/04
Shares issued for marketing rights


12,600,000


$
.00000


$
10004/27/04
Shares issued for cash


5,400,000


$
.01111



60,00006/30/06
Cumulative Totals


18,000,000






$
60,100





We issued 12,600,000 shares of stock to Server Researches, Incorporated in exchange for the right to market their product, PC Weasel, in Asia, which is defined as Japan, Indonesia, Thailand, China, Hong Kong, Taiwan, India, Pakistan, and Malaysia. The transaction has been valued at $100, which was Server Researches' historical cost basis in the agreement. The term of the agreement is perpetual. In November 2007, David J. Berardo acquired these shares; at the same time, other third parties acquired 5,351,900 of the 5,400,000 shares issued for cash. A total of 48,100 shares remain issued and outstanding the hands of the public. As of June 30, 2010, there were no warrants outstanding.





Note7 -- Related party transactions:





We originally entered into an agreement with Puroil Technology, Inc. under which Puroil would provide management services to us for the two year period ending May 31, 2006 for $1,000 per month. However, we agreed with Puroil to cancel the agreement; accordingly, no charges were incurred.





Our officers and managers have contributed services during our development stage for which no compensation was paid and no stock was issued. The estimated value of such services is reflected in the accompanying statements of operations and statements of stockholders equity as services contributed by officers and managers for which no stock was issued.





In February, 2008, May, 2008, March 2009, September 2009, November 2009, and February 2010 we borrowed $19,000, $20,000, $5,000, $10,000, $10,000, and $10,000 respectively from Can Am Capital Corp., to pay operating expenses.  On June 30, 2010, CanAm Capital Corp. entered into a loan agreement with the Company by way of a promissory note in the principal amount of $100,000, plus interest at 5% per annum until maturity on June 30, 2015.  The principal amount of the promissory note represents the maximum amount that the Company may draw down on an open line of credit provided by CanAm Capital Corp.  This promissory note incorporates principal and accrued interest, as of June 30, 2010, from all loan agreements previously entered into between CanAm Capital Corp and the Company.  As of June 30, 2010 the amount due on the new promissory note was $79,595. Our Secretary, Treasurer and a director, Mr. Kolacy, is also Administrative Vice President for CanAm Capital Corp.





For arranging the May 2008 $20,000 loan, we paid Diva Finance Corporation, an affiliate of David J. Berardo, the President and 70 percent shareholder a consulting fee of $2,500, which is being amortized asinterest expenseover the life of the loan.





Note 8 - Leasing Arrangements:





During the years ended June 30, 2010 and June 30, 2009, we conducted operations from a facility that was leased under a short term lease.   Rental expense was approximately $1,200 for each year ended June 30, 2010 and June 30, 2009.





F-11


PANOSHAN MARKETING CORP.


(A development stage enterprise)


Notes to Financial Statements


June 30, 2010, 2009, and 2008





Note 9 - New accounting pronouncements:





In June 2009, the Financial Accounting Standards Board (“FASB”) issued ASC Statement No. 105, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (“ASC 105”). ASC 105 will become the single source authoritative nongovernmental U.S. generally accepted accounting principles (“GAAP”), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force, and related accounting literature. ASC 105 reorganized the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure. Also included is relevant SEC guidance organized using the same topical structure in separate sections. The Company adopted ASC 105 as of the financial statements ended June 30, 2010. The adoption of ASC 105 did not have an impact on the Company’s financial position or results of operations.





Additionally, there are no recently issued accounting standards with pending adoptions that the Company’s management currently anticipates will have any material impact upon its financial statements.




F-12


ITEM 18. FINANCIAL STATEMENTS





The financial statements are presented in Item 17, above.





ITEM 19. EXHIBITS





Number
Description1.1
Articles of Amendment
Incorporated by reference to the Exhibits filed with the Form F-1 filed with the SEC on August 26, 20041.2
Bylaws
Incorporated by reference to the Exhibits filed with the Form F-1 filed with the SEC on August 26, 20044.1
Warrant Agency Agreement
Incorporated by reference to the Exhibits filed with the Form F-1/A filed with the SEC on January 20, 20064.2
License Agreement dated July 19, 2004 entered into with Server Researches Inc
Incorporated by reference to the Exhibits filed with the Form F-1/A filed with the SEC on January 20, 200612.1
Certification required by Rule 13a-14(a) or Rule 15d-14(a) – Principal Executive Officer and Principal Financial Officer
Filed herewith13.1
Certification required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) – Principal Executive Officer and Principal Financial Officer
Filed herewith23.1
Consent of Independent Certified Public Accountants
Filed herewith




24




SIGNATURES





The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.








COASTAL PACIFIC MINING CORP.By:
/s/ David J. BerardoName:
David J. BerardoTitle:
President, Chief Financial Officer, Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)Date:
January 13, 2011




25