SecProbe.io

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September 29, 2004

Mail Stop 0409

Mr. Jonathan Levine
President
Panoshan Marketing Corporation
Suite 1250, 520 5th Avenue, SW
Calgary, Alberta T2P 3R7, Canada

Re:	Panoshan Marketing Corporation
	Registration Statement on Form F-1, filed on August 26, 2004
	File No.  333-118576

Dear Mr. Levine:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

General
1. We note that you have filed your registration statement on Form F-
1. Please provide us supplementally with the analysis whereby you
determined that you are a Foreign Private Issuer pursuant to Rule 405
of the Securities Act.
2. Please note that your filing has been referred to the Division`s
Office of International Corporation Finance for review, which may
have additional comment on the filing.

3. We note your disclosure that Puroil is a venture-capital company
that is currently funding four start-up companies with the intention
to distribute via dividend the shares of such companies to Puroil
shareholders in a registered public offering with the preferred
shareholders receiving a preferential percentage of the dividend
distribution.  Please provide us with copies of all documents
involving the right to purchase or sell shares of the companies in
which you invest or the companies which you establish.  Further,
please provide us with an analysis as to why you do not believe
Puroil is an investment company.
4. Please amend the filing to include a statement of capitalization
and indebtedness as of a date no earlier than 60 days prior to the
date of the Form F-1.  Refer to Item 3.B. of Form 20-F and related
instructions
5. Please provide pagination for all documents subsequently filed
with the Commission.
6. Consider including a table of contents in amendments to your
filing.
7. Please revise to include a chart depicting the organizational
structure of Puroil and include all of its direct and indirect
subsidiaries and affiliates. Refer to Item 4.C of Form 20-F.
8. Please provide a summary of material contracts, or advise us why
you believe it is unnecessary to do so. Please refer to Item 10.C of
Form 20-F.
9. The term "Company" is a vague, abstract term.  Rather than use
plain vanilla "Company" to refer to your company, please revise to
use your actual company name or a shortened version of it throughout
your document.

Facing Page
10. Your facing page does not appear to contain all of the
information required by Form F-1, including the box for an offering
conducted on a delayed or continuous basis pursuant to Rule 415.
Please revise to include all applicable form disclosure. As yours
appears to an offering conducted on such a basis, please check the
Rule 415 box on the registration statement cover.
11. Please confirm that you are including an additional registration
fee for the registration of the resale of the Panoshan securities by
the selling shareholders.  This fee would include the resale of the
5,400,000 shares of common stock to be issued to Puroil`s
shareholders, the resale of the 5,400,000 warrants and the resale of
the shares of common stock to be issued upon the exercise of the
warrants.
12. Please revise to reconcile the disclosure on the facing page that
reflects the registration of 2,700,000 shares of common stock
underlying warrants with the heading on the cover page indicating
there are 5,400,000 shares of common stock underlying the warrants.

Cover Page
13. The cover page should be limited to one page and contain only
information that is required by Item 501 and that is key information.
Please revise to limit your disclosure to provide the information
required by Item 501 of Regulation S-K, including, but not limited to
a prominent reference to the risk factors section of your document,
as well as the Commission legend and to limit your discussion of key
information to a brief description of each transaction that is
covered by the registration statement, including the resale offering
and the fact that after the distribution, the management of Panoshan
will control approximately 70% of the outstanding common stock.
Refer to Item 501(b) of Regulation S-K.
14. Please revise here, the summary and selling security holders
sections to clarify that, in addition to the distribution to
shareholders of Puroil, the registration statement also covers the
resale by the Puroil shareholders who are recipients in Puroil`s
distribution of the 5,400,000 shares of common stock, the 5,400,000
warrants and the shares of common stock underlying the warrants.
Currently, we note that you have identified Puroil as the selling
shareholder.  Please revise.
15. Please revise the cover page to disclose that the shareholders of
Puroil that are selling shares of Panoshan in this registration
statement and that Puroil are underwriters under the federal
securities laws.
16. We note that this is an offering by or on behalf of the
registrant and since you are not eligible to use Form S-3 you may not
make an at the market offering.  Accordingly, please revise your
cover page and plan of distribution to fix the price at which the
shares and the warrants will be offered.  Refer to Rule 415(a)(4).
17. We note that you have included the date of the prospectus, as
required by Item 501, but do not understand the remainder of the
sentence, namely, "but is now preparing to commence business
operations." Please revise.

Summary
18. Please revise to demarcate the beginning of your summary section
with the heading "summary."  Please note that we view the Questions
and Answers section and the Prospectus Summary, to be one section.
Each section should not repeat information in the other sections.  To
the extent there is repetitive text in these sections, please revise
to minimize the repetition.  We note, for example, that these
sections contain information relating to the material terms of the
offering.   Please note further that the summary section should
address the most salient points only of your offering.  Please
significantly revise this section of your document to briefly and
clearly explain those key aspects of the offering necessary for an
investor`s understanding, such as, for example, why you are filing
the registration statement, the relationship of Puroil to Panoshan,
the business of each concisely explained, and detailed information
with respect to the offering by Puroil and the selling security
holders, including a precise description of the securities you are
registering.
19. Please revise throughout the summary and the risk factors section
to delete cross references to other sections of your prospectus, such
as the cross reference in the summary to the "risk factors" section
and the cross reference in the second risk factor to "Business" and
"Management."
20. Please place the reference in paragraph three to Mr. Durward in
context, explaining its significance.
21. Please revise to name the individuals who, following the
distribution, will control approximately 70% of Panoshan`s
outstanding stock.
22. Please revise to address the effect to the 70% controlling
shareholders in the event of the exercise of warrants.
23. Please advise us of the basis for your statement that the ratio
of Panoshan shares being distributed to Puroil Series C and common
shareholders was a result of arms-length negotiations.
24. Please provide your website address if you have one.

Questions and Answers Regarding this Distribution

Q.1: What is the Distribution
25. Please revise to explain that the 108 shareholders are the
current shareholders of Puroil.
26. Please revise to clarify the significance of compliance with the
periodic filing requirements of the Securities Exchange Act of 1934,
including that shareholders will have access to audited financial
information at the conclusion of each fiscal year.

Q.4: What is the Tax Effect of the Distribution?
27. Please revise to clarify that the reference to Section 311 is to
the United States Internal Revenue Code.
28. We note your disclosure of the tax effect in the event that
Puroil has current or accumulated earnings and profits.  Please
revise to disclose whether Puroil has current or accumulated earnings
and profits and the tax effect in the event it does not.
29. We note your disclosure that the fair market value of your stock
will be established by trading that is expected to develop subsequent
to the distribution.  Please revise consistent with prior disclosure
to disclose that a trading market may never develop.  Further, revise
to explain the connection between this disclosure and the question
regarding the tax effect of the distribution.

Q.5: What happens to Puroil Technology shares after the Distribution?
30. Please revise your answer number to correspond to the number of
your question.
31. Please revise to confirm that Puroil "is" an underwriter for
purposes of federal securities laws, as opposed to "may be."

Risk Factors
32. Please revise your introductory sentence to clarify that what
follows is a discussion of all known material risks.

Risks Related to Our Business

(1) Panoshan Marketing Corp. is a start-up company...
33. Please revise to disclose the date you began your "business
activities" and the nature of such activities.  If you have not yet
begun operations, please revise to so state or if limited operations
have begun, please revise to so state and describe the nature of such
operations.

(2) Lack of Management Experience in the proposed business of PMC...
34. If the experience that management lacks is marketing experience,
please revise to so state.  We note that your president was the
designer of the PC Weasel.  If management lacks other experience,
please revise to disclose the nature of the experience to which you
refer in this risk factor.

(3) Our business may not generate sufficient revenues and profits to
cover expected expenditures in the foreseeable future.
35. Please revise to combine this risk factor with the risk factor
that follows, "We may not be able to achieve the level of revenues we
require in order to reach profitability or to even continue to
operate, which means that our business may fail."
36. Please revise to describe the inherent risks you reference
concerning acquiring additional product marketing rights and/or
licenses.
37. We note your statement that "there can be absolutely no assurance
that we will be successful in achieving sustained profitability..."
Please revise to clarify that you may never achieve profitability in
addition to the possibility that you may not sustain profitability.

(4) The potential market for our services may not develop as we
expect...
38. Please revise to combine with the risk factor discussion in
number (6) regarding the risk that your informal market study may
prove incorrect about the potential market.

(5) Other companies are already engaged in our proposed business and
we expect that more companies may enter this market in the future...
39.  Supplementally tell us what other companies are engaged in your
proposed business. Further, please revise to disclose the nature of
your competitors.

(6) Our informal market study may prove incorrect about the potential
market for our products and/or our ability to participate in this
market, as we expect, resulting in possible failure of our company
40. Please revise the body of your risk factor to briefly describe
the particulars of the informal market study conducted by your
officers and directors and Puroil of the market for your licensed
products.  In this connection we note that to date you have only one
licensed product.

(7) We may be liable for the defect in or failure of the products we
attempt to sell, resulting in possible legal action and costs or
judgments that could put us out of business. We have no insurance.
41. Please clarify whether Panoshan takes ownership of the product at
any point during the sales cycle.

(8) 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
42. Please revise the body of your risk factor to clarify upon whose
services you rely. Is it your present management, or is it your
management consultant, Puroil?
43. We note that current management are the only personnel available
to develop and implement your proposed business.  Please expand your
disclosure to identify these individual members of management and
quantify management`s controlling interest in your contract
consultant, Puroil.  We note that you have disclosed how management
obtained its controlling interest in Panoshan.  It is not clear why
this information is relevant to this risk factor.  Please advise or
revise.

(9) Investors and shareholders have little say in the management of
the company, which could make it difficult for them to make changes
in operations or management.
44. Please revise the heading to disclose the percentage of stock
that will be controlled by management and the major shareholder(s),
identifying such shareholder.  Further, please revise to disclose the
risk that such control will mean that such persons will have the
ability to control the election of directors and major transactions
such as mergers or acquisitions.

(10) Possible conflicts of interest in management could potentially
have an adverse effect upon the operations of the company and the
value of your stock.
45. Please revise to name the officer common to both PMC and Server
Researches Incorporated and quantify such officer`s equity interest
in each company.
46. Please revise to indicate the nature of the conflicts management
could face.
47. Please revise to more fully describe the "adverse effect" upon
the company`s operations resulting from the conflicts of interest you
describe.

(11) Our officers and directors have limited liability and indemnity
rights
48. We note that you may indemnify your officers and directors
against losses or liabilities that may arise in their corporate
capacity.  Please expand your disclosure to briefly describe the
indemnity provisions under Alberta law, your articles of
incorporation and your by-laws.

(12) The company plans to issue securities in return for marketing
rights and/or licenses and the rights and/or licenses acquired may
prove to have no value, in which case the securities issued in return
for these rights and/or licenses could prove to be highly dilutive to
shareholders.
49. We note that you discuss two separate risks in this risk factor.
One is the risk that such issuances could be dilutive.  The second is
that such issuances may prove to be consideration for products that
may not be profitable.  Please revise to discuss only one risk under
each risk factor heading.

(13) We do not control issues related to product supply and we may
not be able to get sufficient product delivered due to factors beyond
our control.
50. We note that the last sentence discusses the risk that shares may
be issued for little or no value and that those shares may be hi