SecProbe.io

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      March 15, 2005

Mail Stop 0409

Jonathan Levine
President
Panoshan Marketing Corp.
Suite 400, 715 - 5th Avenue S.W.
Calgary, Alberta  T2P 2X6, Canada

Re:	Panoshan Marketing Corp.
      Amendment No. 3 to Registration Statement on Form F-1 Filed
March 2, 2005
      Amendment No. 4 to Registration Statement on Form F-1 Filed
March 2, 2005
      Registration 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 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 have reviewed your response to Comment No. 1 from our last
comment letter regarding whether or Puroil`s activities require
registration as a broker/dealer under Section 15(a) of the
Securities
Exchange Act of 1934.  We have forwarded your response to the
Division of Market Regulation and will notify you if we have
additional questions.

2. We have reviewed your response to Comment No. 2 from our last
comment letter regarding whether Puroil is an investment company
as
such term is defined under the Investment Company Act of 1940.  We
have forwarded your response to the Division of Investment
Management
and will notify you if we have any additional questions.

3. Please advise us as to the correct address for Panoshan
Marketing
Corp.  Our previous letter was returned with a note stating that
Panoshan was not at the address listed.  In this connection, we
note
that Paracorp Inc. is listed as your agent for service.  Please
supplementally tell us whether you have any other relationship
with
Paracorp. Further, please revise the signature page to have your
authorized representative in the United States sign the
registration
statement as required by the Instructions to the Form F-1.

4. We note your disclosure throughout the registration statement
that, instead of common shares and warrants, Puroil is
distributing
"units" that include common shares and warrants to purchase common
shares.  We note, however, that the facing page of the
registration
statement registers only common shares and warrants, not "units."
If
you intend to register the units as well as the underlying
securities, please revise to include them in the "Calculation of
Registration Fee" section.  Since your current disclosure focuses
on
shareholders` ability to resell these units for $0.10 per share,
the
units themselves must be registered.

5. Because all of the recipients of the securities in the
distribution are underwriters, the securities they receive will
not
be freely transferable, and could typically be resold only by
using
the prospectus or a subsequent prospectus.  With a view toward
disclosure, describe the steps you will take to ensure that
transfers
by these underwriters will only be made by means of registered
transfers or upon demonstration of the availability of an
exemption
to the satisfaction of the issuer.  For example, will a legend be
printed on the certificates delivered to the holders or will stop
transfer instructions be provided to the transfer agent?  What
steps
have or will be taken to ensure that subsequent transfers by the
underwriters will comply with the registration requirements of the
Securities Act?  What measures has the issuer taken to ensure that
the underwriters comply with the prospectus delivery requirements?

6. We note from your response to prior comment 8 that the
negotiations regarding the allocation of units among the common
stockholders and the preferred stockholders was arms length
because
the persons with whom the negotiations were conducted were not
preferred stockholders at the time of the negotiations.  However,
we
reissue our comment in light of the fact that these persons became
the preferred stockholders upon agreement as to the allocation of
units in the distribution.  Further, we note that amongst the
preferred stockholders are your Secretary, Treasurer and CFO who
is
also a board member.

Cover Page

7. We note your statement that you intend to apply to have your
common shares quoted on the NASD Over-the-Counter Bulletin Board.
Please reconcile with the fact that you are registering the resale
of
your units rather than the common stock.

Summary Financial Information, page 3

8. We reviewed your response to comment 12 and reissue the
original
comment.  In your next amendment, update your summary financial
information to include any interim periods for which financial
statements are presented, notwithstanding the fact that those
financial statements may not be required under Item 8.A.5. of Form
20-F.  Refer to Item 3.A.1. of Form 20-F.

Capitalization and Indebtedness, page 3

9. In your next amendment, update your statement of capitalization
and indebtedness to be as of a date no earlier than 60 days from
the
date of your filing.  Refer to Item 3.B. of Form 20-F.

Risk Factors

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.

10. We note your disclosure that, following the effectiveness of
this
registration statement, you anticipate spending up to $20,000 per
month on developing your business plan.  In light of your existing
cash and lack of revenues, it is not clear how you intend to fund
these expenditures.  Please revise here and in the MD&A section to
discuss how you intend to fund your capital needs once the
registration statement goes effective.

Other companies are already engaged in our proposed business and
we
expect that more companies may enter this market in the future as
the
potential becomes evident, which may make it difficult for us to
compete or survive.

11. We have reviewed your revisions in response to Comment No. 17
from our previous comment letter, and we re-issue the comment.
Please revise this risk factor discussion to identify the market
in
which you compete.  For example, are you discussing products that
compete with PC Weasel, or are you discussing potential
competitors
that may market the PC Weasel or similar products.  In connection
with this, it is not clear whet you mean by your statement that
more
companies may enter this market "as the potential becomes
evident."

Determination of Offering Price

12. We note your statement that if all the 5.4 million shares of
common stock offered for resale were sold at $.10, the selling
shareholders would receive $540,000 rather than $60,000 in initial
capital that was provided for Panoshan.  Please revise in light of
your revised disclosure regarding the registration of units.

Selling Shareholders

13. Please identify any selling shareholders that are
broker/dealers
or affiliates of broker/dealers.

Plan of Distribution

14. We note your statement that management of Panoshan will
control
70 percent of your issued and outstanding common stock following
the
distribution.  Please revise to reconcile your disclosure that SRI
will own the 70 percent of Panoshan and Mr. Levine owns 40% of
SRI.

Description of Securities

15. Please revise to include a discussion of the units being
registered for resale.

Interest of Named Experts and Counsel

16. Please revise the initial sentence to clarify that you have
received a legality opinion from counsel, not that you will
receive
one.

Description of Business

17. We refer to your discussion of the survey conducted by your
President "to analyze the current market for the PC Weasel."
Since
the survey was sent solely to prior purchasers, not potential
purchasers, of the product, it is not clear how this survey helped
analyze the market for the product.  Please revise.

Management`s Discussion and Analysis or Plan of Operation

18. Please discuss your capital requirements for the next twelve
months.  Specifically, we note your disclosure elsewhere in the
prospectus, that once the registration statement is brought
effective
you anticipate up to $20,000 per month in expenditures.  Please
disclose this and discuss how you intend to satisfy these capital
needs.

19. We note your revisions in response to Comment No. 38 from our
previous comment letter.  Please disclose whether you have made
any
efforts to identify channel distributors.

Certain Relationships and Related Transactions

20. We note the last line under the table listing the preferred
stockholders states that the total Class C Preferred consists of
26.8%.  Please reconcile with the sentence immediately preceding
the
table that states that indicates that the table lists all
preferred
stockholders.

Exhibits

Legality Opinion

21. Please have counsel revise its opinion to make clear that the
opinion relates to a registration statement that has been filed
with
the Commission, rather than a registration statement "to be filed"
with the Commission.

22. Please tell us how counsel believes it can provide the opinion
in
connection with the offering in light of the statement that
counsel
has not reviewed the registration statement.  Please advise or
revise.

23. Please have counsel revise the opinion to opine that the
warrants
are binding obligations of the company.

24. Please have counsel revise the opinion to include an opinion
with
respect to the units.

25. We note that the opinion is dated February 12, 2005.  Please
be
advised that the opinion should be updated so that it speaks as of
a
date immediately prior to the desired effective date.

26. We note that counsel relied upon a Certificate of Status dated
October 12, 2004, relating to the fact that the company was duly
incorporated and in good standing.  Please have counsel revise its
opinion to include a more recent date.

27. Please have counsel remove the qualification found in the
second-
to-last paragraph that limits the ability of anybody but the
company
from relying upon the opinion.  Shareholders and subsequent
purchasers of the securities being registered should be able to
rely
upon the opinion.

*  *  *  *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Eric McPhee at (202) 824-5419 or Donna
DiSilvio,
Branch Chief, at (202) 942-1960 if you have questions regarding
comments on the financial statements and related matters.  Please
contact Owen Pinkerton, Attorney-Advisor, at (202) 942-1971 or me
at
(202) 942-1960 with any other questions.

Sincerely,

Elaine Wolff
Branch Chief

cc:	W. Scott Lawler, Esq. (via facsimile)
	Lawler & Associates
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Panoshan Marketing Corp.
Page 6

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