UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
20-F
 
 (Mark
      One)[   ]
              REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
      OF 1934[X]
              ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended June 30,
      2009[   ]
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from __________ to __________[   ]
              SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934Date
      of event requiring this shell company report:
    _______________
 
 000-51899Commission
      File NumberPANOSHAN MARKETING CORP.(Exact
      name of registrant as specified in its charter)n/a(Translation
      of Registrant’s name into English)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 : Fax: (310) 282-0688(Name,
      Telephone, E-mail and/or Facsimile number and Address of Company Contact
      Person)
 
 Securities
      registered pursuant to Section 12(b) of the Exchange
  Act:Title
      of each class
              Name
      of each exchange on which registeredn/a
              n/a
 
 Securities
      registered pursuant to Section 12(g) of the Exchange
  Act:Title
      of  classCommon
Shares
  
  Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Exchange Act:Title
      of  classn/a
 
 Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the close of the period covered by the annual report.
  18,000,000
common shares outstanding as of June 30, 2009
 
 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 Website, if any, every Interactive Data File required to be
submitted 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 the definitions of “large
accelerated filer,” “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]
              Other
              [   ]International
      Financial Reporting Standards as issued  by the International
      Accounting Standards Board
              [   ]
 
 If
“Other” has been checked in response to the previous questions, 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
              [  ]
  2
  APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST 5
YEARS:
 
 Indicate
by check mark whether the issuer has filed all documents and reports required to
be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a
court.
 
 Yes
              [   ]
              No
              [   ]
 3
 TABLE
OF CONTENTS
  PAGEPART IForward
      Looking StatementsItem
      1.
              Identity
      of Directors, Senior Management and Advisors
              4Item
      2.
              Offer
      Statistics and Expected Timetable
              4Item
      3.
              Key
      Information
              4Item
      4.
              Information
      on our Company
              8Item
      4A.
              Unresolved
      Staff Comments
              11Item
      5.
              Operating
      and Financial Review and Prospects
              12Item
      6.
              Directors,
      Senior Management and Employees
              13Item
      7.
              Major
      Stockholders and Related Party Transactions
              15Item
      8.
              Financial
      Information
              16Item
      9.
              The
      Offer and Listing
              16Item
      10.
              Additional
      Information
              16Item
      11.
              Quantitative
      and Qualitative Disclosures about Market Risk
              21Item
      12.
              Description
      of Securities other than Equity Securities
              21PART IIItem
      13.
              Defaults,
      Dividend Arrearages and Delinquencies
              21Item
      14.
              Material
      Modifications to the Rights of Security Holders and Use of
      Proceeds.
              22Item
      15.
              Controls
      and Procedures
              22Item
      16.
              [Reserved]
              22Item
      16A.
              Audit
      Committee Financial Expert
              22Item
      16B.
              Code
      of Ethics
              23Item
      16C.
              Principal
      Accountant Fees and Services
              23Item
      16D.
              Exemptions
      from the Listing Standards for Audit Committees
              23Item
      16E
              Purchases
      of Equity Securities by the Issuer and Affiliated
    Purchasers
              23Item
      16F
              Change
      in Registrant’s Certifying Accountant
              23Item
      16G
              Corporate
      Governance
              24PART IIIItem
      17.
              Financial
      Statements
              24Item
      18.
              Financial
      Statements
              24Item
      19.
              Exhibits
              25Signatures
              25
 
  i
  PART
I
 
 Cautionary
Notice Regarding Forward-Looking Statements
 
 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.
 
 As used
in this annual report, the terms "we", "us" "our" and Company mean Panoshan
Marketing Corp., unless otherwise indicated.
 
 ITEM
1.   IDENTITY OF
DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
 
 Not
Required.
 
 ITEM
2.   OFFER STATISTICS AND
EXPECTED TIMETABLE
 
 Not
Required.
 
 ITEM
3.   KEY
INFORMATION
 
 Financial
Information and Accounting Principles
 
 The
financial statements and summaries of financial information contained in this
annual report are reported in United States dollars unless otherwise
stated.  All such financial statements have been prepared in
accordance with United States generally accepted accounting
principles.
 
 The
financial statements of our company have been audited by Farber, Hass, Hurley,
LLP, a registered public accounting firm, for the year ended June 30,
2009.  For the fiscal years ending June 30, 2008 through 2004, the
financial statements were audited by Bateman McDuffie, Inc., formerly known as
Bateman & Co., Inc., P.C.
  4
  A.
              Selected
      Financial Data
 
 The
following table summarizes selected financial data for our company prepared in
accordance with United States generally accepted accounting principles for the
five fiscal years ended June 30, 2009, 2008, 2007, 2006 and 2005.  The
information in the table was extracted from the financial statements and related
notes included in this annual report and the reports that were previously filed
and should be read in conjunction with such financial statements.
 
 For
      the Years Ended June 30,
                (US
      dollars)2009
              
              
              2008
              
              
              2007
              
              
              2006
              
              
              2005Operating
      Revenues
              
              $Nil
              
              
              $Nil
              
              
              $Nil
              
              
              $Nil
              
              
              $NilLoss
      from Operations
              
              
              (17,812
              )
              
              
              (34,701
              )
              
              $
              (20,966
              )
              
              $
              (10,059
              )
              
              $
              (16,192
              )Net
      Loss
              
              
              (19,752
              )
              
              
              (35,416
              )
              
              $
              (20,966
              )
              
              $
              (10,059
              )
              
              $
              (16,192
              )Net
      Loss from Operations per Share
              
              $Nil
              
              
              $Nil
              
              
              $Nil
              
              
              $Nil
              
              
              $NilTotal
      Assets
              
              $
              6,095
              
              
              $
              12,557
              
              
              $
              2,759
              
              
              $
              38,467
              
              
              $
              48,526Net
      Assets
              
              $
              (43,524
              )
              
              $
              (28,772
              )
              
              $
              1,644
              
              
              $
              38,467
              
              
              $
              48,526Total
      Shareholders’ Equity
              
              $
              (43,524
              )
              
              $
              (28,772
              )
              
              $
              1,644
              
              
              $
              38,467
              
              
              $
              48,526Capital
      Stock
              
              $
              39,243
              
              
              $
              39,243
              
              
              $
              39,243
              
              
              $
              60,100
              
              
              $
              60,100Number
      of Shares
              
              
              18,000,000
              
              
              
              18,000,000
              
              
              
              18,000,000
              
              
              
              18,000,000
              
              
              
              18,000,000Dividends
      per Share
              
              $
              0
              
              
              $
              0
              
              
              $
              0
              
              
              $
              0
              
              
              $
              0Weighted
      Average Number of Shares
              
              
              18,000,000
              
              
              
              18,000,000
              
              
              
              18,000,000
              
              
              
              18,000,000
              
              
              
              18,000,000Working
      Capital
              
              $
              20,687
              
              
              $
              7,936
              
              
              $
              1,544
              
              
              $
              17,510
              
              
              $
              32,627Long
      Term Debt
              
              $
              25,000
              
              
              $
              39,000
              
              
              $
              0
              
              
              $
              0
              
              
              $
              0
 
 B.
              Capitalization
      and Indebtedness
 
 Not
Required.
 
 C.
              Reasons
      for the Offer and Use of Proceeds
 
 Not
Required.
 
 D.
              Risk
      Factors
 
 The
information included in this annual report includes, or is based upon,
estimates, projections or other forward-looking statements.  Such
forward-looking statements include any projections or estimates made by us and
our management in connection with our business operations.  While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes
significantly, from any estimates, predictions, projections, assumptions or
other future performance suggested herein.
 
 Such
estimates, projections or other forward-looking statements involve various risks
and uncertainties as outlined below.  We caution the reader that
important factors in some cases have affected and could affect actual results in
the future, and cause actual results to differ from the results expressed in any
such estimates, projections or other forward looking
statements.  Prospective investors should consider carefully the risk
factors set out below.
 
 RISKS
RELATING TO OUR BUSINESS
 
 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.
  5
  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.
 
 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.
  6
  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.
 
 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.
  7
  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.
 
 ITEM
4.   INFORMATION ON OUR
COMPANY
 
 A.
              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.
  8
  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.
 
 B.
              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.
 
 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.
  9
  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.
 
 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.
  10
  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.
 
 C.
              Organizational
      Structure
 
 As of the
date of this filing, our Company has no subsidiaries.
 
 D.
              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
Required.
  11
  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 a 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.
 
 A.
              Operating
      Results
 
 There
have been no revenues from the date of incorporation on April 27, 2004 to the
year ended June 30, 2009.
 
 The
Company realized net losses of $19,752 for the period ended June 30, 2009, as
compared to $35,416 for the 12-month period ended June 30, 2008 and $20,966 for
the 12-month period ended June 30, 2007. The decrease in the loss was due
primarily to increased costs of general and administrative expenses, which
decreased from $27,371 for the period ending June 30, 2008 to $11,151 in 2009,
and compared to $14,329 in 2007.  We expect such expenses to increase
as our operations grow, of which there is no assurance.  The decreased
loss was offset slightly by an increase in interest expenses from $1,940 in the
current fiscal year, from $715 in the prior year, and $nil for the period ended
June 30, 2007.  The increase in interest costs was due to increased
levels of borrowing, year over year.
 
 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:
 
 ·
              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, 2009, Panoshan’s total current assets of $3,932 were less than its current
liabilities of $24,619, resulting in a $20,687 working capital
deficit.  In fiscal 2008, current assets of $10,265 exceeded current
liabilities of $2,329, as compared to total current assets of $2,659 which
exceeded current liabilities of $1,115 at the close of fiscal
2007.  Current assets were comprised entirely of cash in all three
fiscal years.
  12
 
 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 $39,000 through to June
30, 2008, and a further $5,000 received in the fiscal year ending June 30,
2009.  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, 2009 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.  Furthermore, we
do have portions of our debt, totaling $19,000, due in the forthcoming fiscal
year, for which we do not presently have sufficient capital to
pay.  We will therefore be required to raise additional capital or
restructure our debt to meet these 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.
              Contractual
      Obligations
 
 Payments
      due by period, as at June 30, 2009Contractual
      Obligations
              
              Total(1)
              
              
              Less
      than
                one
      year(1)
              
              
              1-3
      years(1)
              
              
              3-5
      years
              
              
              More
      than
                5
      yearsPromissory
      Notes
              
              $
              44,000
              
              
              $
              19,000
              
              
              $
              25,000
              
              
              
              0
              
              
              
              0Total
              
              $
              44,000
              
              
              $
              19,000
              
              
              $
              25,000
              
              
              
              0
              
              
              
              0
 (1)This does not include interest at the rate of Five (5%) percent per annum
which is included in our current liabilities.  Details of the
promissory note terms are outlined in Note 4 of the financial
statements.
 
 ITEM
6.   DIRECTORS, SENIOR
MANAGEMENT AND EMPLOYEES
 
 A.
              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
              67
              President,
      Chief Financial Officer, Director
              November
      29, 2007Jonathan
      Levine
                P.O.
      Box 13
                Millarville,
      Alberta  T0L 1K0
              48
              Director
              April
      28, 2004Christopher
      Kolacy
                421
      East Shirley, #2
                Beverly
      Hills, California  90232
              36
              Director,
      Secretary
              April
      28, 2004
  13
  David
Berardo, President, Chief Financial Officer and Director
 Mr.
Berardo has been President, Chief Financial Officer and a director of our
company November 29,2007.  Mr.
Berardo has over 35 years of experience as a business and tax lawyer.  He
was 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 will serve as the President of our
company and will be responsible for overseeing our business
expansion.
 
 Jonathan
Levine, Director
 Mr.
Levine, a director of our Company since its incorporation, was a founder and
remains a part-owner of Canada Connect Corporation ("CCC"). CCC was founded in
1994 and is essentially an Internet consulting company and service provider. He
is also the President and part-owner of Middle Digital Incorporated and Server
Researches Incorporated. Mr. Levine was the designer of the PC Weasel and
primary inventor on the US patent (issued on May 4, 2004). Mr. Levine’s
experience in hardware design and manufacture is directly relevant to our
business plan, as described in Item 4B "Business Overview" above.
 
 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.
 
 There are
no family relationships among our officers, directors, or persons nominated for
such positions.
 
 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.
 
 B.
              Compensation
 
 None of
our officers have received or earned any compensation or bonus for services
rendered for the fiscal years 2007, 2008 and 2009.
 
 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.
 
 No
director has received any type of compensation from us for serving as such, with
the exception of Jonathan Levine, who is paid the sum of $1,250 per
annum.  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
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.
 
 C.
              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.
  14
  D.
              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. There are no full-time
employees.  There has been no 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 will
hire outside geological consultants to undertake the exploration work on our
existing mineral claims.  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.
 
 E.
              Share
      Ownership
 
 The
following table sets forth information, as of January 11, 2010, 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
              Jonathan
      Levine
              
              Nil
              
              
              
              0
              %Common
              Christopher
      Kolacy
              
              Nil
              
              
              
              0
              %Common
              David
      Berardo
              
              
              12,600,000
              
              
              
              70
              %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 SHAREHOLDERS
AND RELATED PARTY TRANSACTIONS
 
 A.
              Major
      Shareholders
 
 The
following table sets forth certain information, as of January 11, 2010,
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.
 
 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.
 
 B.
              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:
  15
 
 ·
              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.
 
 C.
              Interests
      of Experts and Counsel
 
 Not
applicable.
 
 ITEM
8.   FINANCIAL
INFORMATION
 
 A.
              Financial
      Statements and Other Financial
Information
 
 The
required audited financial statements for the fiscal years ended June 30, 2009,
2008 and 2007 are provided at the end of this annual report starting on Page
F-1.
 
 B.
              Significant
      Changes
 
 Other
than as disclosed herein, no significant change has occurred in our financial
statements since the fiscal year ended June 30, 2009.
 
 ITEM
9.   THE OFFER AND
LISTING
 
 Our
common stock is quoted for trading on the OTC Bulletin Board under the symbol
"PSHNF".  Our common stock was approved for quotation on June 15,
2007.  We have no other classes of stock quoted on any
markets.
 
 The last
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 June
15, 2007 when we were approved for quotation.
 
 ITEM
10. ADDITIONAL INFORMATION
 
 A.
              Share
      Capital
 
 Not
applicable
 
 B.
              Memorandum
      and Articles of Association
  The
information set forth under the Item "Description of Securities" in our
company’s Form F-1, as amended, filed with the Securities and Exchange
Commission on January 20, 2006, is hereby incorporated by
reference.
  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:
  16
  1.
              The
      Corporation’s Articles of Incorporate be amended by striking out the
      following sentence in its entirety:  “NO SHARES OF THE
      CORPORTION 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.”
 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.
 
 C.
              Material
      Contracts
 
 None.
 
 D.
              Exchange
      Controls
 
 As of the
date hereof, there are no governmental laws, decrees or regulations in Canada on
the export or import of capital, or which impose foreign exchange controls or
affect the remittance of interest, dividends or other payments to non-resident
holders of our common stock. However, dividends paid to U.S. residents, are
subject to a 15% withholding tax or a 5% withholding tax for dividends if the
shareholder 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).
  17
  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, 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.
 
 We are
relying on the first exception in the case of the acquisition of the 12,600,000
shares by David Berardo.
 
 E.
              Taxation
 
 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
  18
  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.
 
 Dividends
and Paying Agents
 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 are 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.
  19
  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.
 
 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 shareholders 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 amount
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.
  20
  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.
 
 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.
 
 F.
              Dividends
      and Paying Agents
 
 Not
applicable
 
 G.
              Statements
      by Experts
 
 Not
applicable
 
 H.
              Documents
      on Display
 
 Documents
and agreements concerning our Company may be viewed by appointment during
regular business hours at Suite 1200, 1015 - 4th Street SW, Calgary, Alberta,
Canada T2J 1J4.
 
 I.
              Subsidiary
      Information
 
 Not
applicable
 
 ITEM
11.           
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 Not
applicable
 .
 ITEM
12. DESCRIPTION OF SECURITIES
OTHER THAN EQUITY SECURITIES
 
 Not
applicable.
 
 PART
II
 
 ITEM
13. DEFAULTS, DIVIDEND
ARREARAGES AND DELINQUENCIES
 
 Not
applicable.
  21
  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.
 
 ITEM
15.            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, 2009, 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, 2009.  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, 2009, 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 generally accepted accounting principles.
 
 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.
 
 ITEM
16.           
[RESERVED]
 
 ITEM
16A.         AUDIT COMMITTEE FINANCIAL
EXPERT
 
 The
Company presently does not have an audit committee and accordingly, we do not
have 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 Rules.  Our board of directors performs the same
functions as an audit committee.  Since there are no independent
members of the board, it is not feasible at this time to have an audit
committee.
  22
  ITEM
16B.         CODE OF ETHICS
 
 We have
not adopted a written code of ethics that meets the United States Sarbanes-Oxley
standards.  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, the prompt internal
reporting.
 
 ITEM
16C.         PRINCIPAL ACCOUNTANT FEES
AND SERVICES
 
 On
October 10, 2009, the Board of Directors of the Company approved the appointment
of Farber, Hass, Hurley, LLP (“Farber”), as our independent auditors for our
fiscal year ending June 30, 2009.  As of October 14, 2009, the Company
dismissed Bateman McDuffie, Inc., formerly known as Bateman & Co., Inc.,
P.C. as our auditors.   Our auditors for the fiscal years ending
June 30, 2004 to June 30, 2008 were Bateman McDuffie, Inc., formerly known as
Bateman & Co., Inc., P.C.
 
 Audit
Fees
 The
aggregate fees incurred by the Company for professional services rendered by
Farber for the audit of our annual financial statements for the fiscal year
ended June 30, 2009 were $7,500.  The aggregate fees incurred by the
Company for professional services rendered by Bateman McDuffie, Inc., formerly
known as Bateman & Co., Inc., P.C.  for the audit of our annual
financial statements for the fiscal year ended June 30, 2008 was
$5,099.
 
 Audit
Related Fees
 The fees
billed for related services by Farber relating to the performance of the audit
or review of our financial statements for the fiscal year ended June 30, 2009
which are not reported under the heading "Audit Fees" above, were
$0.  The fees billed related services by Bateman McDuffie, Inc.,
formerly known as Bateman & Co., Inc., P.C.  relating to the
performance of the audit or review of our financial statements for the fiscal
year ended June 30, 2008 which are not reported under the heading "Audit Fees"
above, were $0.
 
 Tax
Fees
 For the
fiscal year ending June 30, 2009, there were no aggregate fees billed for tax
compliance, tax advice and tax planning by Farber.  For the fiscal
year ended June, 30, 2008, there were no aggregate fees billed for tax
compliance, tax advice and tax planning by Bateman McDuffie, Inc., formerly
known as Bateman & Co., Inc., P.C.
 
 All
Other Fees
 For the
fiscal year ending June 30, 2009 there were no aggregate fees billed by Farber
for products and services, other than the services set out above.  For
the fiscal year ended June 30, 2008 there were no aggregate fees billed by
Bateman McDuffie, Inc., formerly known as Bateman & Co., Inc.,
P.C.  for products and services, other than the services set out
above.
 
 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.
  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 Bateman McDuffie, Inc., 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.
  23
  During
the Company's fiscal periods preceding Bateman McDuffie, Inc.’s, formerly known
as Bateman & Co., Inc., P.C. dismissal and through the date of dismissal,
there were no disagreements between the Company and Bateman McDuffie, Inc.,
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
Bateman McDuffie, Inc.’s, formerly known as Bateman & Co., Inc.,
P.C.  dismissal and through the date of dismissal.
 
 ITEM
16G.         CORPORATE
GOVERNANCE
 
 Not
Applicable.
 
 PART
III
 
 ITEM
17.            FINANCIAL
STATEMENTS
 
 See Item
18 “Financial Statements” below.
 
 ITEM
18.            FINANCIAL
STATEMENTS
 
 Our
audited financial statements for the fiscal years ended June 30, 2009, 2008 and
2007 are provided herein starting on page F-1.
  24
  PANOSHAN
MARKETING CORP.
 (A
development stage enterprise)
 
 FINANCIAL
STATEMENTS
 FOR
THE PERIOD FROM INCEPTION (April 27, 2004) TO
 FISCAL
YEAR END JUNE 30, 2009
 
 
 PageAudited
      Financial StatementsReports
      of Independent Registered Public Accounting Firms
              F2 and F-3Balance
      Sheets
              F-4Statements
      of Operations
              F-5Statement
      of Changes in Stockholders’ Equity/(Deficit)
              F-6Statements
      of Cash Flows
              F-7Notes
      to Financial Statements
              F-8 to F-13
 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 sheet of Panoshan Marketing Corp. (a
development stage company) (the “Company”) as of June 30, 2009, and the related
statements of operations, stockholders’ equity (deficit), and cash flows for the
year then ended and for the period of inception, April 27, 2004, through June
30, 2009.  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 provide 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, 2009, and the results of its
operations and its cash flows for the year then ended and for the period from
inception, April 27, 2004, through June 30, 2009, 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
$103,000, and has negative stockholders’ equity of approximating $44,000, 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
 December
8, 2009
  F-2
 
 Bateman
      McDuffie, Inc.Certified
      Public Accountants19
      Briar Hollow Lane, Suite 263Houston,
      Texas 77027(713)
      552-9800FAX
      (713) 552-9700www.batemanhouston.com
 
 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 Nevada
corporation and a development stage enterprise) as of June 30, 2008, and 2007,
and the related statements of operations, stockholders’ equity, and cash flows
for each of the two years ended June 30, 2008, and 2007, and for the portion of
the cumulative amounts that represent the period from inception, April 27, 2004,
through June 30, 2008. 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 financial position of Panoshan Marketing Corp. (a
development stage enterprise) as of June 30, 2008, and 2007, and the results of
its operations and its cash flows for each of the years ended June 30, 2008, and
2007, and for the portion of the cumulative amounts that represent the period
from inception, April 27, 2004, through September 30, 2008, 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 $83,000,
and has negative stockholders’ equity of approximately $29,000, 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/
Bateman McDuffie, Inc.
 BATEMAN
McDUFFIE, INC.,
 Formerly
known as BATEMAN & CO., INC., P.C.
 
 Houston,
Texas
 January
12, 2009
 
 
 International
Associate UK 200 GROUP
 Associate
Offices in Principal Cities Around The World
  F-3
 
 PANOSHAN
MARKETING CORP.
 (A
development stage enterprise)
 Balance
Sheets
 
 June
      30,2009
              
              
              2008
              
              
              2007ASSETSCurrent
      assets:Cash
      in bank
              
              $
              3,932
              
              
              $
              10,265
              
              
              $
              2,659Total
      current assets
              
              
              3,932
              
              
              
              10,265
              
              
              
              2,659Other
      assets:Marketing
      rights
              
              
              -
              
              
              
              -
              
              
              
              100Prepaid
      Expenses
              
              
              1,038
              
              
              
              -
              
              
              
              -Prepaid
      loan fees, net of $1,167 Amortization
              
              
              1,125
              
              
              
              2,292
              
              
              
              -Deferred
      registration costs
              
              
              -
              
              
              
              -
              
              
              
              -Total
      other assets
              
              
              2,163
              
              
              
              2,292
              
              
              
              100Total
      assets
              
              $
              6,095
              
              
              $
              12,557
              
              
              $
              2,759LIABILITIESCurrent
      liabilities:Account
      payable, related parties
              
              $
              3,186
              
              
              $
              1,836
              
              
              $
              1,115Interest
      payable
              
              
              2,433
              
              
              
              493
              
              
              
              -Notes
      payable, related parties
              
              
              19,000
              
              
              
              -
              
              
              
              -Total
      current liabilities
              
              
              24,619
              
              
              
              2,329
              
              
              
              1,115Long
      term liabilities:Notes
      payable, related parties
              
              
              25,000
              
              
              
              39,000
              
              
              
              -Total
      long term liabilities
              
              
              25,000
              
              
              
              39,000
              
              
              
              -Total
      liabilities
              
              $
              49,619
              
              
              $
              41,329
              
              
              $
              1,115STOCKHOLDERS'
      EQUITY/(DEFICIT)Common
      stock, no par value, unlimited authorized, 18,000,000 shares issued and
      outstanding
              
              $
              39,243
              
              
              $
              39,243
              
              
              $
              39,243Contributed
      capital
              
              
              20,000
              
              
              
              15,000
              
              
              
              10,000Deficit
      accumulated during the development stage
              
              
              (102,767
              )
              
              
              (83,015
              )
              
              
              (47,599
              )Total
      stockholder's equity/(deficit)
              
              
              (43,524
              )
              
              
              (28,772
              )
              
              
              1,644Total
      liabilities and stockholder's equity
              
              $
              6,095
              
              
              $
              12,557
              
              
              $
              2,759
 
 The
accompanying notes are an integral part of these financial
statements.
 F-4
 PANOSHAN
MARKETING CORP.
 (A
development stage enterprise)
 Statements
of Operations
  Year
      ended June 30,
                  
                  
                  Cumulative
                    April
      27, 20042009
                  
                  
                  2008
                  
                  
                  2007
                  
                  
                  Through
      June 30, 2009Revenues
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -General
      and administrative expenses:Professional
      fees
                  
                  
                  11,151
                  
                  
                  
                  27,371
                  
                  
                  
                  14,329
                  
                  
                  
                  71,102Management
      fees
                  
                  
                  5,000
                  
                  
                  
                  5,000
                  
                  
                  
                  5,000
                  
                  
                  
                  23,000Other
      general and administrative
                  
                  
                  1,661
                  
                  
                  
                  2,330
                  
                  
                  
                  1,637
                  
                  
                  
                  6,010Total
      operating expenses
                  
                  
                  17,812
                  
                  
                  
                  34,701
                  
                  
                  
                  20,966
                  
                  
                  
                  100,112Loss
      from operations
                  
                  
                  (17,812
                  )
                  
                  
                  (34,701
                  )
                  
                  
                  (20,966
                  )
                  
                  
                  (100,112
                  )Other
      income (expenses):Interest
      expense
                  
                  
                  (1,940
                  )
                  
                  
                  (715
                  )
                  
                  
                  -
                  
                  
                  
                  (2,655
                  )Loss
      before taxes
                  
                  
                  (19,752
                  )
                  
                  
                  (35,416
                  )
                  
                  
                  (20,966
                  )
                  
                  
                  (102,767
                  )Provision
      (credit) for taxes on income:
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      loss
                  
                  $
                  (19,752
                  )
                  
                  $
                  (35,416
                  )
                  
                  $
                  (20,966
                  )
                  
                  $
                  (102,767
                  )Basic
      and diluted earnings (loss) per common share
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Weighted
      average number of shares outstanding
                  
                  
                  18,000,000
                  
                  
                  
                  18,000,000
                  
                  
                  
                  18,000,000
 
 The
accompanying notes are an integral part of these financial
statements.
  F-5
  PANOSHAN
MARKETING CORP.
 (A
development stage enterprise)
 Statements
of Stockholders’ Equity
 
 Common
      StockShares
              
              
              Amount
              
              
              Contributed
                Capital
              
              
              Deficit
                Accumulated
                During
      the
                Development
      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
              )
 
 The
accompanying notes are an integral part of these financial
statements.
  F-6
  PANOSHAN
MARKETING CORP.
 (A
development stage enterprise)
 Statements
of Cash Flows
 Year
      Ended June 30,
                
                
                Cumulative
                  April
      27, 20042009
                
                
                2008
                
                
                2007
                
                
                Through
      June 30, 2009Cash
      flows from operating activities:Net
      loss
                
                $
                (19,752
                )
                
                $
                (35,416
                )
                
                $
                (20,966
                )
                
                $
                (102,767
                )Adjustments
      to reconcile net loss to cash provided (used) by development stage
      activities:Services
      contributed by officers
                
                
                5,000
                
                
                
                5,000
                
                
                
                5,000
                
                
                
                20,000Amortization
      of loan fees
                
                
                1,167
                
                
                
                208
                
                
                
                -
                
                
                
                1,375Write-off
      of marketing rights
                
                
                -
                
                
                
                100
                
                
                
                -
                
                
                
                100Changes
      in current assets and liabilities:Prepaid
      Expenses
                
                
                (1,038
                )
                
                
                -
                
                
                
                -
                
                
                
                (1,038
                )Accounts
      payable, related parties
                
                
                1,350
                
                
                
                721
                
                
                
                -
                
                
                
                3,186Interest
      payable
                
                
                1,940
                
                
                
                493
                
                
                
                1,115
                
                
                
                2,433Net
      cash flows from operating activities
                
                
                (11,333
                )
                
                
                (28,894
                )
                
                
                (14,851
                )
                
                
                (76,711
                )Cash
      flows from investing activities:Acquisition
      of marketing rights
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                100Less,
      Common stock issued therefore
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (100
                )Net
      cash flows from investing activities
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      flows from financing activities:Proceeds
      from sale of common stock
                
                
                -
                
                
                
                -
                
                
                
                (20,857
                )
                
                
                39,143Change
      in deferred registration costs
                
                
                -
                
                
                
                -
                
                
                
                20,857
                
                
                
                -Prepaid
      loan fees incurred
                
                
                -
                
                
                
                (2,500
                )
                
                
                -
                
                
                
                (2,500
                )Proceeds,
      notes payable, related parties
                
                
                5,000
                
                
                
                39,000
                
                
                
                -
                
                
                
                44,0005,000
                
                
                
                36,500
                
                
                
                -
                
                
                
                80,643Net
      cash flows
                
                
                (6,333
                )
                
                
                7,606
                
                
                
                (14,851
                )
                
                
                3,932Cash
      and equivalents, beginning of period
                
                
                10,265
                
                
                
                2,659
                
                
                
                17,510
                
                
                
                -Cash
      and equivalents, end of period
                
                $
                3,932
                
                
                $
                10,265
                
                
                $
                2,659
                
                
                $
                3,932Supplemental
      cash flow disclosures:Cash
      paid for interest
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      paid for income taxes
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Noncash
      investing and financing activities:Stock
      issued for marketing rights
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                100Services
      contributed by officers
                
                
                5,000
                
                
                
                5,000
                
                
                
                5,000
                
                
                
                20,000
 
 The
accompanying notes are an integral part of these financial
statements.
  F-7
  PANOSHAN
MARKETING CORP.
 (A
development stage enterprise)
 Notes
to Financial Statements
 June
30, 2009, 2008, 2007
 
 Note
1 - Organization and Summary of 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. (“Puroil”) 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 U.S. generally
accepted accounting principles 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 generally accepted
accounting principles 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 Statement of
Financial Accounting Standards regarding Disclosure About Derivative
FinancialInstruments
and Fair Value of Financial Instruments.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 (continued)
 June
30, 2009, 2008, 2007
 
 Note
1 - Organization and Summary of Significant Accounting Policies
(continued)
 
 Intangible assets/marketing rights -We have adopted Statement of Financial Accounting Standards number 142,
Goodwill and Other Intangible
Assets,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 generally
accepted accounting principles. 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 rights, the asset was written off. See 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 Statement of Financial Accounting Standards number 109 Accounting for IncomeTaxes,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 Statement Number 128, 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 Note6 below, as the calculation would have been antidilutive.
 
 Note
2 - Future operations
 
 At June
30, 2009, 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, 2009, we had incurred cumulative losses from operations approximating
$103,000, and had negative stockholders equity of approximately $44,000. 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. Subsequent to the end of our fiscal year, the Company borrowed
$10,000 each on two occasions in September and November 2009. 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 (continued)
 June
30, 2009, 2008, 2007
 
 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 Bulleting 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:
 
 Balances,
                June
      30, 2009Promissory
      note to CanAm Capital Corp., dated May 21, 2008, due May 21, 2010 with
      interest at 5% per annum, unsecured
              
              $
              20,000Promissory
      note to CanAm Capital Corp., dated Feb 6, 2008, due Feb 6, 2010, with
      interest at 5% per annum, unsecured
              
              
              19,000Promissory
      note to CanAm Capital Corp., dated Mar 19, 2009, due Mar 19, 2011, with
      interest at 5% per annum, unsecured
              
              
              5,000Total
              
              $
              44,000Less,
      Amount due within one year
              
              
              19,000Noncurrent
      portion
              
              $
              25,000
 
 Our
corporate secretary is also secretary of CanAm Capital. Family members of
shareholders owning less than 9% of our stock control CanAm
Capital.
 
 Note
5 - Federal income tax
 
 We follow
Statement of Financial Accounting Standards Number 109 (SFAS 109), Accounting
forIncome 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.
 
 Through
June 30, 2009, our principal office has been in Alberta, Canada, and we are an
Alberta corporation. Therefore, the income tax amounts reported herein represent
Canadian income taxes. In the future, we may redomicile in the United States, at
which time we will be subject to U.S. Income Taxes.
 
  F-10
  PANOSHAN
MARKETING CORP.
 (A
development stage enterprise)
 Notes
to Financial Statements (continued)
 June
30, 2009, 2008, 2007
 
 Note
5 - Federal income tax (continued)
 
 Our
reconciliation of income taxes for fiscal years ended 2008 and 2007 were
reported as follows in our annual report on Form 20-F for the fiscal year ended
June 30, 2008:
 
 The
provision for refundable income tax consists of the following:
 
 Year
      Ended
                June
      30, 2008
              
              
              Year
      Ended
                June
      30,2007Refundable
      Canadian income tax attributable to:Current
      operations
              
              $
              (12,000
              )
              
              $
              (7,200
              )Less,
      Nondeductible expenses
              
              
              1,700
              
              
              
              1,700Less,
      Change in valuation allowance
              
              
              10,300
              
              
              
              5,500Net
      refundable amount
              
              $
              -
              
              
              $
              -
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
 
 June
      30,
                2008
              
              
              June
      30,
                2007Deferred
      tax asset attributable to:Net
      operating loss carryover
              
              $
              23,100
              
              
              $
              12,800Less,
      Valuation allowance
              
              
              (23,100
              )
              
              
              (12,800
              )Net
      deferred tax asset
              
              $
              -
              
              
              $
              -
 
 We have
amended the above disclosure for those years to more accurately reflect the
actual statutory tax rates for the periods reported herein, including 2008 and
2007 fiscal year end tax rates.  This amendment in disclosure is
reflected below.
 
 A
reconciliation of income taxes at statutory rates with the reported taxes is as
follows:
 
 Year
      Ended June 30,2009
              
              
              2008
              
              
              2007Statutory
      tax rate
              
              
              29
              %
              
              
              29.5
              %
              
              
              32.5
              %Refundable
      Canadian income tax attributable to:
                Current
      operations
              
              $
              (5,728
              )
              
              $
              (10,400
              )
              
              $
              (6,800
              )Less,
      Nondeductible expenses
              
              
              1,450
              
              
              
              1,475
              
              
              
              1,625Less,
      Change in valuation allowance
              
              
              4,278
              
              
              
              8,925
              
              
              
              5,175Net
      refundable amount
              
              $
              -
              
              
              $
              -
              
              
              $
              -
 
 The
cumulative tax effect at the expected combined rate of 31.02% of significant
items comprising our net deferred tax amount is as follows:
  F-11
  PANOSHAN
MARKETING CORP.
 (A
development stage enterprise)
 Notes
to Financial Statements (continued)
 June
30, 2009, 2008, 2007
 
 Note
5 - Federal income tax (continued)
 
 Year
      Ended June 30,2009
              
              
              2008
              
              
              2007Deferred
      tax asset attributable to:
                Net
      operating loss carryover
              
              $
              25,678
              
              
              $
              21,400
              
              
              $
              12,475Less,
      Valuation allowance
              
              
              (25,678
              )
              
              
              (21,400
              )
              
              
              (12,475
              )Net
      deferred tax asset
              
              $
              -
              
              
              $
              -
              
              
              $
              -
 
 At June
30, 2009, we had an unused net operating loss carryover approximating $82,767
that is available to offset future taxable income with $16,574 expiring in 2025,
$5,059 expiring in 2026, $15,966 expiring 2027, $30,416 expiring in 2028 and
$14,752 expiring in 2029.
 
 Note
6 - Issuance of shares and warrants
 
 As of
June 30, 2009, 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 and services
              
              
              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, of
the 5,400,000 shares acquired by third parties 5,301,900 shares were issued for
cash and 50,000 shares were issued for services. A total of 48,100 shares remain
issued and outstanding in the hands of the public. As of June 30, 2009, 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, and March 2009 we borrowed $19,000, $20,000 and $5,000
respectively from Can Am Capital Corp., to pay operating expenses. Our
Secretary, Treasurer and a director, Mr. Kolacy, is also Administrative Vice
President for CanAm Capital Corp. For arranging the $19,000 and $20,000 loans,
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 loans.
 
  F-12
  PANOSHAN
MARKETING CORP.
 (A
development stage enterprise)
 Notes
to Financial Statements (continued)
 June
30, 2009, 2008, 2007
 
 Note
8 - Leasing Arrangements
 
 During
the year ended June 30, 2009, we conducted operations from a facility located at
1901 Avenue of the Stars 931, Los Angeles, CA 90067 that was leased under a
short term lease. Rental expense was $1,200 for the year ended June 30,
2009.
 
 Note
9 - Recent accounting pronouncements
 
 In June
2009 the FASB established the Accounting Standards Codification ("Codification"
or "ASC") as the source of authoritative accounting principles recognized by the
FASB to be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in the
United States ("GAAP"). Rules and interpretive releases of the Securities and
Exchange Commission ("SEC") issued under authority of federal securities laws
are also sources of GAAP for SEC registrants. Existing GAAP was not intended to
be changed as a result of the Codification, and accordingly the change did not
impact our financial statements. The ASC does change the way the guidance is
organized and presented.
 
 Statement
of Financial Accounting Standards ("SFAS") SFAS No. 165 (ASC Topic 855),
"Subsequent Events", SFAS No. 166 (ASC Topic 810), "Accounting for Transfers of
Financial Assets-an Amendment of FASB Statement No. 140", SFAS No. 167 (ASC
Topic 810), "Amendments to FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC
Topic 105), "The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles-a replacement of FASB Statement No.
162" were recently issued. SFAS No. 165, 166, 167, and 168 have no current
applicability to the Company or their effect on the financial statements would
not have been significant.
  Accounting
Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 (ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASU's No. 2009-2 through ASU No. 2010-03 which contain technical corrections to
existing guidance or affect guidance to specialized industries or entities were
recently issued. These updates have no current applicability to the Company or
their effect on the financial statements would not have been
significant.
 
 None of
the above new pronouncements has current application to the Company, but may be
applicable to the Company's future financial reporting.
 
 Note
10 – Subsequent Events
 
 In
September 2009, the Company refinanced all its debt and accrued interest and
acquired an additional $10,000 in credit, together with a further $10,000 in
November 2009.
 
 The
Company has evaluated subsequent events from the balance sheet date through
January 11th,
2010 and determined that there are no other items that require
disclosure.
  F-13
  ITEM
19.           
EXHIBITS
 
 Number
              Description1.1
              Articles
      of Amendment
              Incorporated
      by reference to the Exhibits filed with the Form F-1/A filed with the SEC
      on January 20, 20061.2
              Bylaws
              Incorporated
      by reference to the Exhibits filed with the Form F-1/A filed with the SEC
      on January 20, 20064.1
              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, 200615.1
              Consent
      by prior auditors Bateman McDuffie, Inc. formerly known as Bateman
      &Co., Inc. P.C. to the inclusion of their report dated January 12,
      2009, on their audit of teh financial statements of Panoshan Marketing
      Corp. as at June 30, 2008 and 2007, and for the two years then ended, and
      for the period from inception, April 27, 2004, through June 30,
      2008.
              Filed
      herewith12.1
              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
      herewith
 
 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.
 
 PANOSHAN MARKETING
      CORP.Date:
      January 13, 2010
                By:
                /s/ David
      J. BerardoName:
      David J. BerardoTitle:
      President, Chief Financial Officer, and Director (Principal Executive
      Officer and Principal Financial Officer
 
 25