SecProbe.io

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      				October 7, 2005

Mail Stop 4561

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

Re:	Panoshan Marketing Corp.
      Amendment No. 6 to Registration Statement on Form F-1 Filed
September 9, 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 6 and re-issue the
comment.  Since Mr. Durward is a Class C preferred stockholder, as
disclosed on page 16, it casts doubt as to whether the negotiation
was conducted at arms-length.  Please revise or advise us as to
how
the Class C preferred stockholders agreed to the allocation of
units
and whether Mr. Durward participated in these proceedings as a
Class
C preferred stockholder.

Facing Page

2. We have reviewed your response to comment 4 and re-issue the
comment.  Since you are registering the distribution and resale of
units, please add units to your fee table which should also
include
the fixed price at which units are being sold and eligible to be
resold.

Cover Page

3. Please refrain from referring to the units as well as each of
the
components underlying the units (i.e. - each of the common stock
and
warrants) as "Units."  In addition, where you use the term
"securities" please be more specific as to whether you are
referring
to the units or one of their component parts.  For example, we
note
your statement on the cover page that the selling stockholders
will
be reselling the "securities" at a fixed price of $0.10.

4. Please disclose whether the selling stockholders are able to
separately sell the common stock or warrants underlying the units
through this registration statement.

5. Please disclose what happens to units when warrants are
exercised
to purchase additional shares of common stock.  In addition, to
the
extent the common stock may be resold by selling stockholders
using
this registration statement once the warrants have been exercised,
please disclose the fixed price at which the common stock may be
resold.

6. Please disclose the termination date of the offering.

7. We note your reference to a Form SB-2 on the cover page.
Please
revise to make clear that the registration statement is on Form F-
1.

8. Please include a summary proceeds table that shows the proceeds
that would be received by the company if all warrants are
exercised.
In addition, the table should show the fixed price at which the
units
may be resold as well as the fixed price at which common shares
may
be resold if units are broken up.

9. Please make corresponding changes noted above to your Plan of
Distribution section.

Summary

10. Please briefly discuss Panoshan`s business plan in the
forepart
of the summary section.

11. We refer to your statement that Mr. Durward is not required to
devote a specific number of hours per month to the management of
Panoshan.  Since Mr. Durward is not an executive officer, director
or
employee of Panoshan, it is not apparent why Panoshan would rely
on
him to determine the appropriate amount of time he spends working
on
Panoshan`s business.  Please revise or advise.

12. Please revise to highlight the fact that the warrants expire
12
months from the date of the prospectus.

Description of Securities, page 24

13. We note your disclosure on page 25 that a form of the Warrant
Agreement has been filed as an exhibit to the registration
statement.
Please file this agreement with your next amendment and add it to
the
exhibit table in Part II of the registration statement.  In
addition,
we note from your disclosure in the Risk Factors section on page
13
that you can extend the exercise period of the warrants upon
"fulfillment of certain notice provisions to the warrant holders."
Please revise this section to disclose your ability to extend the
warrant exercise period and revise here and in the risk factor
noted
above on page 13 to describe the notice provisions that are
required
in order to extend the period.

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., page 10

14. We have reviewed your revisions in response to comment 10.
Please revise to disclose the amount of cash you have as of a
recent
date as well as the expenses you will pay in connection with the
distribution.  In light of the fact that your current cash
position
is roughly equal to the expenditures you will have to make to
complete the offering, please discuss how you intend to obtain
financing to fund your proposed business plan.  This comment also
applies to the MD&A and Plan of Operation section of the
prospectus.

Security Ownership of Certain Beneficial Owners and Management,
page
22

15. We note your disclosure in footnote 4 that Mr. Durward
controls
Puroil but disclaims beneficial ownership of the shares owned by
Puroil.  Please tell us the basis for this disclaimer.

Management`s Discussion and Analysis or Plan of Operation, page 39

16. Please revise to provide an updated estimate of the amount of
cash the company has.  We note that, as of June 30, 2005, the
company
had slightly over $32,000 in cash.

Additional Information, page 42

17. Please revise to disclose the new location of the Commission`s
public reference room at 100 F Street, N.E., Washington, DC
20549.

Financial Statements

Note 6. - Related party transactions, page F-10

18. Please amend your accounting for services contributed by
officers
and managers to classify the value of services rendered as a
capital
contribution.

Exhibits

Legal Opinion

19. Please have counsel provide an updated opinion that is dated
as
of a date immediately prior to the effective date of the
registration
statement.  In addition, if counsel is limiting its opinion
regarding
due incorporation and good standing by reliance solely upon a
Certificate of Status from the Alberta Corporate Registry, the
date
of the Certificate ought to be the same date as the opinion.
Alternatively, revise to delete the limitation from the opinion.

20. We note that counsel states that February 28, 2005 was the
filing
date of the registration statement on F-1.  Please provide us with
a
revised opinion that refers to the fact that the original filing
date
was August 26, 2004.

21. Please have counsel provide a revised opinion to opine that
the
Units are non-assessable.

Management Agreement

22. We note that the Management Agreement provides for a 15
percent
commission to be paid to Puroil for all sales made in Asia, while
the
F-1 states that Puroil will receive a 20 percent commission.
Please
revise to address this apparent inconsistency or advise.

Postponement Agreement

23. We note that the Postponement Agreement refers exclusively to
the
Marketing Rights Agreement and provides for a postponement of all
fees payable under the agreement until after the effective date of
the F-1 registration statement.  Your disclosure on page 40 of the
F-
1, however, states that Puroil has agreed to postpone its
management
fees until after the registration statement goes effective.  The
management fees payable to Puroil are included in the Management
Agreement, not the Marketing Rights Agreement.  Please address
this
apparent inconsistency.

*  *  *  *

      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) 551-3693 or Daniel
Gordon,
Branch Chief, at (202) 551-3486 if you have questions regarding
comments on the financial statements and related matters.  Please
contact Owen Pinkerton, Attorney-Advisor, at (202) 551-3694 or me
at
(202) 551-3780 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 5

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