UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, ~~2010~~2011


[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______________ to _______________

Commission File Number : 000-~~52342~~52343

Pan Asian Corporation

(Exact name of Registrant as specified in its charter)


Cayman Islands	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

c/o Nautilus Global Partners

700 Gemini, Suite 100, Houston, TX 77056

(Address of principal executive offices) (Zip Code)

(281) 488-3883

(Registrant’s telephone number, including area code)

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

Yes [ ] No [X]

Indicate by check mark whether the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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


Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act).

YES [X] NO [ ]

At October 123, ~~2010~~2011 there were 998,275 shares of Registrant’s ordinary shares outstanding.

GENERAL INDEX

		Page Number
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	76
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Submission of Matters to a Vote of Security Holders	12
PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12
Item 6.	Selected Financial Data	13
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 8.	Financial Statements and Supplementary Data	14
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 9A.(T)	Controls and Procedures	14
Item 9B	Other Information	15
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	15
Item 11.	Executive Compensation	18
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Item 13.	Certain Relationships and Related Transactions, and Director Independence	20
Item 14.	Principal Accounting Fees and Services	20
PART IV
Item 15.	Exhibits and Financial Statement Schedules	21
	SIGNATURES	21

ITEM 1. BUSINESS

General

Pan Asian Corporation (“we,” “us,” or the “Company”) is a development stage company formed solely for the purpose of identifying and entering into a business combination with a privately held business or company, domiciled and operating in an emerging market that is seeking the advantages of being a publicly held corporation whose stock is eventually traded on a major United States stock exchange. We intend to focus on targets located primarily in Asia, South America and Eastern Europe, as we believe that businesses with operating history and growth potential in these locations would benefit significantly from access to the United States capital markets and may offer the potential of capital appreciation stemming from the economic growth in such emerging markets.

Plan of Operation

We have not engaged in any business activities that generate revenue. Our activities to date have been primarily focused upon our formation and raising capital. We have conducted private offerings of our ordinary shares, the proceeds of which we intend to use for payment of costs associated with formation, accounting and auditing fees, legal fees, and costs associated with identifying acquisition targets and completing necessary due diligence. In addition, we expect to incur costs related to filing periodic reports with the Securities and Exchange Commission. We believe we will be able to meet these costs for at least the next 12 months by obtaining loans from our shareholders, management or other investors.

We may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

Narrative Description of Business

Although we have not identified or entered into any agreements with a potential target business to date, we intend to focus on targets located primarily in Asia, South America and Eastern Europe, as we believe that businesses with operating history and growth potential in these locations could benefit significantly from access to the United States capital markets and may offer the potential of capital appreciation stemming from economic growth in such emerging markets.

The analysis of business opportunities will be undertaken by or under the supervision of our officer and directors who will have a large amount of flexibility in seeking, analyzing and participating in potential business opportunities. In our efforts to analyze potential acquisition targets, we will consider the following kinds of factors:

· ~~Potential for growth, indicated by new technology, anticipated market expansion or new products;~~

·Potential ~~Competitive~~for ~~position~~growth, asindicated ~~compared~~by tonew ~~other~~technology, ~~firms~~anticipated ofmarket ~~similar~~expansion ~~size~~or ~~and~~new ~~experience within the industry segment as well as within the industry as a whole~~products;

· ~~Strength and diversity of management, either in place or scheduled for recruitment;~~

·Competitive ~~Capital~~position ~~requirements~~as ~~and~~compared ~~anticipated~~to ~~availability~~other firms of ~~required~~similar ~~funds~~size and experience within the industry segment as well as within the industry as a whole;

· ~~The extent to which the business opportunity can be advanced;~~

·Strength ~~The~~and ~~accessibility~~diversity of ~~required~~ management ~~expertise~~, ~~personnel,~~either ~~raw~~in ~~materials,~~place ~~services,~~or ~~professional~~scheduled ~~assistance~~for ~~and other required items~~recruitment; ~~and~~

· ~~Other relevant factors.~~

InCapital ~~applying~~requirements ~~the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors~~ and ~~circumstances~~anticipated ~~and~~availability ~~make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages~~ of ~~development,~~required all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. If necessary, we will retain third party consultants to aid us in our evaluation of potential targets, provided that we have the necessary capital available.funds;

4·

WeThe ~~anticipate~~extent that the selection of a business combination will be complex and extremely risky. In addition, we believe that as a result of general economic conditions, shortages of available capital, the attractiveness of obtaining access to ~~United~~which ~~States capital markets, and~~ the ~~perceived~~business ~~benefits~~opportunity ofcan ~~becoming a publicly traded company, that there may~~ be ~~numerous firms seeking business combination partners such as ourselves, thus adding to the complexity.~~advanced;

~~Competition~~·

InThe ~~identifying,~~accessibility ~~evaluating~~of ~~and~~required ~~selecting~~management ~~a target business~~expertise, we may encounter intense competition from other entities having a business objective similar to ours. There are numerous blank check companies that have gone public in the United States that have significant financial resourcespersonnel, ~~that~~raw ~~are seeking to carry out a business plan similar to our business plan. Furthermore~~materials, ~~there are a number of additional blank check companies that are still in the registration process or are about to file registration statements~~services, ~~both~~professional ~~under~~assistance ~~the Securities~~ and ~~Exchange Act and under the Securities Act. Additionally, we may be subject to competition from~~ other ~~companies~~required ~~looking~~items; ~~to expand their operations through the acquisition of a target business. Many of these entities are well established~~ and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors.

While we believe there may be numerous potential target businesses that we could acquire with our currently available funds, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business.·

~~Our~~Other ~~management~~relevant believes, however, that our status as a reporting entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business objective as ours in acquiring a target business with significant growth potential on favorable termsfactors. We also believe that because we are incorporated in the Cayman Islands we may be attractive from a tax perspective to potential targets operating outside of the United States, as the majority of non-operating companies that are seeking reverse merger candidates are incorporated in the United States, which potentially adds an additional layer of taxation.

~~Further,~~In ifapplying wethe ~~succeed~~foregoing incriteria, ~~effecting~~no aone ~~business~~of ~~combination,~~which ~~there~~ will be controlling, inmanagement will attempt to analyze all ~~likelihood,~~factors ~~intense~~and ~~competition~~circumstances ~~from~~and ~~competitors~~make ofa ~~the~~determination ~~target~~based ~~business.~~upon Wereasonable ~~cannot~~investigative ~~assure~~measures ~~you~~and ~~that,~~available ~~subsequent~~data. toPotentially aavailable business ~~combination,~~opportunities wemay ~~will~~occur ~~have~~in ~~the~~many ~~resources~~different orindustries, ~~ability~~and toat ~~compete~~various ~~effectively.~~

~~Forms of Acquisition~~4

~~The~~stages ~~structure~~ of ~~a potential business combination~~development, ~~either~~all ~~through~~of anwhich ~~acquisition or a merger,~~ will ~~depend~~make ~~upon a number of factors, including,~~ the ~~nature~~task of ~~the~~comparative ~~target~~investigation ~~entity’s ownership structure, its business structure~~ and ~~the~~analysis ~~relative negotiating strengths~~ of ~~the~~such ~~parties to the transaction. It is our intention to structure a~~ business ~~combination~~opportunities soextremely ~~that~~difficult ~~the~~and ~~consideration we offer the owners of the target company consists primarily of ordinary shares~~complex. ~~Such~~ If anecessary, ~~structure~~we ~~provides~~will ~~the~~retain ~~benefit~~third ofparty ~~conserving~~consultants ~~our~~to ~~capital,~~aid ~~but~~us ~~has the potential drawback of resulting~~ in our ~~current~~evaluation ~~shareholders no longer having control~~ of apotential ~~majority~~targets, ofprovided ~~our~~that ~~voting~~we ~~ordinary~~have ~~shares~~the ~~following~~necessary ~~such~~capital ~~a transaction~~available.

IfWe aanticipate ~~business combination is structured as an acquisition, we may be able to structure the transaction so~~ that the ~~vote~~selection orof ~~approval by our shareholders is not required. If~~ a business combination iswill ~~structured~~be ascomplex ~~merger,~~and ~~then~~extremely werisky. In ~~may~~addition, bewe ~~required~~believe tothat ~~call~~as a ~~shareholders'~~result ~~meeting~~of ~~and~~general ~~obtain~~economic ~~the~~conditions, ~~approval~~shortages of ~~the~~available ~~holders~~capital, ofthe aattractiveness ~~majority~~ of ~~the~~obtaining ~~outstanding~~access ~~ordinary shares. The necessity~~ to ~~obtain~~United ~~such~~States ~~shareholder~~capital ~~approval~~markets, ~~may result in delay~~ and ~~additional expense in~~ the ~~consummation~~perceived benefits of ~~any~~becoming ~~proposed~~a ~~transaction~~publicly ~~and~~traded ~~may~~company, ~~also~~that ~~give~~there ~~rise~~may tobe ~~certain~~numerous ~~appraisal~~firms ~~rights~~seeking tobusiness ~~dissenting~~combination ~~shareholders. Accordingly,~~partners ~~we will seek to structure any~~ such ~~transaction~~as soourselves, asthus ~~not~~adding to ~~require~~the ~~shareholder approval~~complexity.

5Competition

WeIn ~~currently~~identifying, ~~anticipate~~evaluating ~~that~~and selecting a target business, we ~~will~~may beencounter ~~able~~intense tocompetition ~~effect~~from ~~only~~other ~~one~~entities having a business ~~combination~~objective similar to ours. There are numerous blank check companies that have gone public in the United States that have significant financial resources, ~~due~~that ~~primarily~~are seeking to carry out a business plan similar to our ~~limited~~business ~~financing~~plan. Furthermore, ~~and~~there ~~the~~are ~~dilution~~a number of ~~interest~~additional ~~for~~blank ~~present~~check ~~and~~companies ~~prospective~~that ~~shareholders,~~are ~~which~~still isin ~~likely~~the registration process or are about to ~~occur~~file ifregistration statements, both under the Securities and Exchange Act and under the Securities Act. Additionally, we ~~offer~~may ~~our~~be ~~ordinary~~subject ~~shares~~to competition from other companies looking to ~~obtain~~expand their operations through the acquisition of a target business. ~~This~~ ~~lack~~Many of ~~diversification~~these ~~should~~entities beare ~~considered~~well aestablished ~~substantial~~and ~~risk~~have inextensive ~~investing~~experience inidentifying usand effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, ~~because~~human itand ~~will~~other ~~not~~resources ~~permit~~than us toand ~~offset~~our ~~potential~~financial ~~losses~~resources ~~from~~will ~~one~~be ~~venture~~relatively ~~against~~limited ~~gains~~when ~~from~~contrasted ~~another~~with those of many of these competitors.

~~Employees~~While we believe there may be numerous potential target businesses that we could acquire with our currently available funds, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business.

WeOur ~~presently~~management ~~have~~believes, nohowever, ~~employees~~that ~~apart~~our ~~from~~status ~~our~~as ~~officers~~a reporting entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms. We ~~expect~~also nobelieve ~~significant~~that ~~changes~~because we are incorporated in the ~~number~~Cayman ofIslands ~~our~~we ~~employees~~may ~~other~~be ~~than~~attractive ~~such~~from ~~changes~~a tax perspective to potential targets operating outside of the United States, ifas ~~any~~the majority of non-operating companies that are seeking reverse merger candidates are incorporated in the United States, ~~incident~~which topotentially aadds ~~business~~an ~~combination~~additional layer of taxation.

~~ENFORCEABILITY~~Further, OFif ~~CIVIL~~we ~~LIABILITIES~~succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

WeForms ~~are incorporated in the Cayman Islands because our management believes that incorporation in the Cayman Islands offer a number~~ of ~~benefits, including, but not limited to, the following:~~Acquisition

·The ~~political~~structure of a potential business combination, either through an acquisition or a merger, will depend upon a number of factors, including, the nature of the target entity’s ownership structure, its business structure and ~~economic~~the ~~stability;~~relative negotiating strengths of the parties to the transaction. It is our intention to structure a business combination so that the consideration we offer the owners of the target company consists primarily of ordinary shares. Such a structure provides the benefit of conserving our capital, but has the potential drawback of resulting in our current shareholders no longer having control of a majority of our voting ordinary shares following such a transaction.

·If a business combination is structured as an ~~effective~~acquisition, ~~judicial~~we ~~system;~~may be able to structure the transaction so that the vote or approval by our shareholders is not required. If a business combination is structured as merger, then we may be required to call a shareholders' meeting and obtain the approval of the holders of a majority of the outstanding ordinary shares. The necessity to obtain such shareholder approval may result in delay and additional expense in the consummation of any proposed transaction and may also give rise to certain appraisal rights to

~~· a favorable tax system;~~5

·dissenting ~~the~~shareholders. Accordingly, ~~absence~~we ofwill ~~exchange~~seek ~~control~~to orstructure ~~currency~~any ~~restrictions;~~such ~~and~~transaction so as not to require shareholder approval.

·We currently anticipate that we will be able to effect only one business combination, due primarily to our limited financing, and the ~~availability~~dilution of ~~professional~~interest for present and ~~support~~prospective ~~services~~shareholders, which is likely to occur if we offer our ordinary shares to obtain a target business. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.

~~However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include:~~Employees

·We ~~the~~presently ~~Cayman~~have ~~Islands~~no ~~has~~employees aapart ~~less~~from ~~developed~~our ~~body~~officers. ofWe ~~securities~~expect ~~laws~~no assignificant ~~compared~~changes toin the ~~United~~number ~~States~~of ~~and~~our ~~provides~~employees ~~significantly~~other ~~less~~than ~~protection~~such changes, if any, incident to ~~investors;~~a ~~and~~business combination.

·ENFORCEABILITY ~~Cayman~~OF ~~Islands~~CIVIL ~~companies~~LIABILITIES ~~may not have standing to sue before the federal courts of the United States.~~

We ~~have~~are ~~been~~incorporated ~~advised~~in ~~that~~the ~~there~~Cayman isIslands ~~uncertainty~~because asour tomanagement ~~whether~~believes ~~the~~that ~~courts~~incorporation ofin the Cayman Islands ~~would~~offer a number of benefits, including, but not limited to, the following:

· recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

·political ~~entertain~~and ~~original~~economic ~~actions brought in the Cayman Islands or China against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.~~stability;

We have been advised that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands under the common law doctrine of obligation.·

6an effective judicial system;

~~ITEM 1A. RISK FACTORS~~·

~~This~~a ~~Annual~~favorable ~~Report~~tax onsystem; Form 10-K contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations or beliefs concerning future events and results. We generally use the words "believes," "expects," "intends," "plans," "anticipates," "likely," "will" and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The risks, uncertainties and factors that could cause our results to differ materially from our expectations and beliefs include, but are not limited to, those factors set forth in this Annual Report on Form 10-K under "Item 1A. - Risk Factors" below, as well as the following:

~~o changes in laws or regulations affecting our operations;~~·

othe ~~changes~~absence inof ~~our~~exchange ~~business~~control ~~tactics~~ or ~~strategies~~currency restrictions; and

~~o acquisitions of new operations;~~·

othe ~~changing~~availability ~~market~~of ~~forces~~professional orand ~~contingencies~~support ~~that necessitate, in our judgment, changes in our plans, strategy or tactics; and~~services.

oHowever, ~~fluctuations~~certain indisadvantages ~~the~~accompany ~~investment~~incorporation ~~markets~~in orthe ~~interest~~Cayman ~~rates,~~Islands. ~~which~~These ~~might~~disadvantages ~~materially~~include: ~~affect our operations or financial condition.~~

We cannot assure you that the expectations or beliefs reflected in these forward-looking statements will prove correct. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Annual Report on Form 10-K.·

Wethe ~~are~~Cayman aIslands ~~development~~has ~~stage~~a ~~company~~less ~~with~~developed nobody ~~operating~~of ~~history~~securities ~~and,~~laws ~~accordingly,~~as ~~you~~compared ~~will~~to ~~not~~the ~~have~~United ~~any~~States ~~basis~~and onprovides ~~which~~significantly toless ~~evaluate~~protection ~~our ability~~ to ~~achieve~~investors; ~~our business objective.~~and

Because we are a recently formed development stage company with no operations and/or functions to date, you will have no basis upon which to evaluate our ability to achieve our business objective, which is to acquire an operating business. We have not conducted any negotiations regarding Acquisitions and we have no current plans, arrangements or understandings with any prospective Acquisition candidates.·

WeCayman ~~are~~Islands ~~dependent~~companies onmay ~~the~~not ~~ability~~have ofstanding ~~management~~ to ~~locate,~~sue ~~attract~~before ~~and~~the ~~effectuate~~federal acourts ~~suitable acquisition candidate; management intends to devote only a limited amount~~ of ~~time~~the toUnited ~~seeking a target company~~States.

~~The~~We ~~nature~~have ofbeen ~~our~~advised ~~operations~~that ~~is highly speculative and~~ there is auncertainty ~~consequent~~as ~~risk of loss of your investment. The success of our plan of operation will depend~~ to awhether ~~great extent on~~ the ~~operations,~~courts ~~financial condition and management~~ of ~~an identified business opportunity. We cannot assure you that we will be successful in locating candidates with established operating histories. In~~ the ~~event~~Cayman weIslands ~~complete~~would: a business combination with a privately held company, the success of our operations may be dependent upon management of the successor firm and numerous other factors beyond our control. While seeking a business combination, management anticipates devoting no more than a few hours per week to the Company's affairs. Our officers have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

~~There is no public market for our ordinary shares.~~·

~~There~~recognize isor noenforce ~~public~~judgments ~~trading~~of ~~market~~United ~~for~~States ~~our~~courts ~~ordinary~~obtained ~~shares~~against ~~and~~us ~~none~~or isour ~~expected~~directors toor ~~develop~~officers ~~unless~~predicated ~~and~~upon ~~until,~~the ~~among~~civil ~~other~~liability ~~things,~~provisions weof ~~complete~~the ansecurities ~~acquisition,~~laws ~~file~~of ~~a selling shareholder registration statement under~~ the ~~Securities~~United ~~Act,~~States ~~and~~or ~~such~~any ~~ordinary~~state ~~shares are accepted for trading on a trading medium~~ in the United States,; ~~the occurrence of any of which no assurances can be given when, if,~~ or ~~ever.~~

7·

~~Because~~entertain oforiginal ~~our~~actions ~~limited~~brought ~~resources~~in ~~and~~the ~~intense~~Cayman ~~competition~~Islands ~~for~~or ~~private~~China ~~companies~~against ~~suitable~~us ~~for~~or anour ~~acquisition~~directors ofor ~~the~~officers ~~type~~predicated ~~contemplated~~upon bythe ~~management,~~securities welaws ~~may~~of ~~not~~the beUnited ~~able~~States toor ~~consummate~~any anstate ~~acquisition~~in onthe ~~suitable~~United ~~terms, if at all~~States.

We ~~expect~~have tobeen ~~encounter~~advised ~~intense~~that ~~competition~~a ~~from~~final ~~other~~and ~~entities~~conclusive ~~having~~judgment ~~business~~in ~~objectives~~the ~~similar~~federal toor ~~ours. The~~state ~~highly~~courts ~~competitive market for the small number~~ of ~~business opportunities could reduce~~ the ~~likelihood~~United ofStates ~~consummating~~under which a ~~successful~~sum ~~business combination. Many~~ of ~~the~~money ~~entities~~is ~~that~~payable, weother ~~will~~than bea insum ~~competition~~payable ~~with are well established and have extensive experience~~ in ~~identifying~~respect ~~and effecting business combinations directly or through affiliates. A large number~~ of ~~established~~taxes, ~~and well-financed entities~~fines, ~~including~~penalties ~~small~~or ~~public~~similar ~~companies and venture capital firms~~charges, ~~are active in mergers and acquisitions of companies that~~ may be ~~desirable~~subject ~~target~~to ~~candidates~~enforcement ~~for~~proceedings ~~us.~~as ~~Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do; consequently, we will be at~~ a ~~competitive~~debt ~~disadvantage~~ in ~~identifying~~the ~~possible~~courts ~~business~~of ~~opportunities~~the ~~and~~Cayman ~~successfully~~Islands ~~completing~~under athe ~~business~~common ~~combination.~~law ~~These~~doctrine ~~competitive factors may reduce the likelihood~~ of ~~our identifying and consummating a successful business combination~~obligation.

WeITEM ~~have~~1A. noRISK ~~agreements for a business combination or other transaction.~~FACTORS

WeThis ~~have~~Annual noReport ~~arrangement,~~on ~~agreement~~Form or10-K ~~understanding~~contains ~~with~~"forward-looking ~~respect~~statements" towithin ~~engaging~~the inmeaning aof ~~merger~~Section ~~with,~~21E ~~joint~~of ~~venture~~the ~~with~~Securities orExchange ~~acquisition~~Act of 1934, aas ~~private or public entity~~amended. Forward-looking Nostatements ~~assurances~~are ~~can~~not bestatements ~~given~~of ~~that~~historical wefacts, ~~will~~but ~~successfully~~rather ~~identify~~reflect ~~and~~our ~~evaluate~~current ~~suitable~~expectations ~~business opportunities~~ or ~~that~~beliefs weconcerning ~~will~~future ~~conclude~~events aand ~~business combination~~results. ~~Management has not identified any particular industry or specific business within an industry for evaluation.~~ We ~~cannot~~generally ~~guarantee~~use ~~that~~the wewords ~~will~~"believes," "expects," "intends," ~~be able to negotiate a business combination on favorable terms~~"plans," "anticipates," "likely," "will" and ~~there is consequently a risk that funds allocated~~ similar expressions to ~~the purchase of our shares will not be invested in a company with active business operations.~~

~~Management intends to devote only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate.~~6

~~While~~identify ~~seeking~~forward-looking statements. Such aforward-looking ~~business~~statements, including ~~combination~~those concerning our expectations, involve ~~management~~risks, uncertainties and ~~anticipates~~other ~~devoting~~factors, nosome ~~more~~of ~~than~~which aare beyond our control, which ~~few~~may cause ~~hours~~our actual results, ~~per~~performance ~~week~~or achievements, or industry results, to ~~the~~be ~~Company's~~materially different ~~affairs~~from inany ~~total~~future results, performance or achievements expressed or implied by such forward-looking statements. ~~Our~~The ~~officer~~risks, ~~has~~uncertainties ~~not~~and ~~entered~~factors ~~into~~that acould ~~written~~cause ~~employment~~our ~~agreement~~results ~~with~~to usdiffer materially from our expectations and isbeliefs include, but are not ~~expected~~limited to, dothose sofactors inset ~~the~~forth ~~foreseeable~~in ~~future.~~this ~~This~~Annual ~~limited~~Report ~~commitment~~on ~~may~~Form ~~adversely~~10-K ~~impact~~under ~~our~~"Item ~~ability~~1A. to- ~~identify~~Risk ~~and~~Factors" ~~consummate~~below, aas ~~successful~~well ~~business~~as ~~combination.~~the following:

~~The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.~~·

~~Target~~changes ~~companies~~in ~~that~~laws ~~fail to comply with SEC reporting requirements may delay~~ or ~~preclude~~regulations ~~acquisition.~~affecting ~~Sections~~our 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.operations;

~~Our business will have no revenues unless and until we merge with or acquire an operating business.~~·

Wechanges are a development stage company and have had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business. Further, we anticipate that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention require the expenditure of significant financial resources. If we decide not to participate in aour ~~specific~~ business ~~opportunity,~~tactics or ~~if we fail to consummate a business combination, the costs incurred by us related to a transaction may result in the loss of the related costs incurred.~~strategies;

~~We may require additional funds in order to operate a business that we acquire.~~·

8acquisitions of new operations;

Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. If we obtain a business that requires additional capital that we cannot provide, it could have a material adverse effect on our business and could result in the loss of your entire investment.·

Wechanging ~~expect~~market toforces ~~issue~~or ~~additional~~contingencies ~~ordinary~~that ~~shares~~necessitate, in our ajudgment, ~~merger~~changes orin ~~acquisition~~our plans, ~~which~~strategy ~~will~~or ~~result~~tactics; ~~in substantial dilution.~~and

Our Memorandum of Association authorizes the issuance of a maximum of 39,062,500 ordinary shares. Any merger or acquisition effected by us may result in the issuance of additional securities without shareholder approval and may result in substantial dilution in the percentage of our ordinary shares held by our then existing shareholders.·

Wefluctuations ~~have~~in ~~not~~the ~~conducted~~investment ~~any~~markets ~~market research~~ or ~~identified~~interest ~~business opportunities~~rates, which ~~may~~might materially affect our ~~ability~~operations ~~to identify a business to merge with~~ or ~~acquire~~financial condition.

We ~~have~~cannot ~~neither~~assure ~~conducted~~you ~~nor~~that ~~have~~the ~~others~~expectations ~~made~~or ~~available~~beliefs toreflected usin ~~results~~these offorward-looking ~~market~~statements ~~research~~will ~~concerning~~prove ~~prospective business opportunities~~correct. We ~~Therefore,~~undertake ~~we have~~ no ~~assurances~~obligation ~~that~~to ~~market~~publicly ~~demand~~update ~~exists for a merger~~ or ~~acquisition~~revise ~~as contemplated by us. Our management has not identified~~ any ~~specific~~forward-looking ~~business combination or other transactions for formal evaluation by us~~statements, ~~such~~whether ~~that~~as ~~it may be expected that any such target business or transaction will present such~~ a ~~level~~result of ~~risk~~new ~~that~~information, ~~conventional~~future ~~private~~events or ~~public~~otherwise. You ~~offerings~~are ofcautioned ~~securities or conventional bank financing will~~ not ~~be available. There is no assurance that we will be able~~ to ~~acquire~~unduly arely ~~business opportunity~~ on ~~terms~~such ~~favorable~~forward-looking tostatements ~~us.~~when ~~Decisions~~evaluating asthe toinformation ~~which~~presented ~~business opportunity to participate~~ in ~~will~~this beAnnual ~~unilaterally~~Report ~~made~~on byForm ~~our management, which may act without the consent, vote or approval of our shareholders~~10-K.

We ~~cannot~~are ~~assure you that following~~ a ~~business~~development ~~combination~~stage company with anno operating ~~business~~history and, ~~our~~accordingly, ~~ordinary~~you ~~shares~~ will benot ~~listed~~have any basis on ~~NASDAQ~~which orto ~~any~~evaluate ~~other~~our ~~securities~~ability ~~exchange~~to achieve our business objective.

~~Following~~Because ~~a business combination,~~ we ~~may~~are ~~seek~~a ~~the~~recently ~~listing~~formed ofdevelopment ~~our~~stage ~~ordinary~~company ~~shares~~with onno ~~NASDAQ~~operations and/or ~~the~~functions ~~American~~to ~~Stock Exchange. However~~date, ~~we cannot assure~~ you ~~that~~will ~~following~~have ~~such~~no abasis ~~transaction,~~upon wewhich ~~will be able~~ to ~~meet~~evaluate ~~the~~our ~~initial~~ability ~~listing standards of either of those or any other stock exchange, or that we will be able~~ to ~~maintain~~achieve ~~a listing of~~ our ~~ordinary shares on either of those or any other stock exchange. After completing a~~ business ~~combination~~objective, ~~until~~which ~~our~~is ~~ordinary shares are listed on the NASDAQ or another stock exchange, we expect that our ordinary shares would be eligible~~ to ~~trade~~acquire onan ~~the~~operating ~~OTC~~business. We ~~Bulletin~~have ~~Board,~~not ~~another~~conducted ~~over-the-counter~~any ~~quotation~~negotiations ~~system,~~regarding orAcquisitions onand ~~the “pink sheets,” where our shareholders may find it more difficult to dispose of shares or obtain accurate quotations as to the market value of our ordinary shares. In addition,~~ we ~~would~~have beno ~~subject~~current ~~to an SEC rule that~~plans, ifarrangements it failed to meet the criteria set forth in such rule, imposes various practice requirements on broker-dealers who sell securities governed by the rule to persons other than established customers and accredited investors. Consequently, such rule may deter broker-dealers from recommending or ~~selling~~understandings ~~our~~with ~~ordinary~~any ~~shares,~~prospective ~~which~~Acquisition ~~may further affect its liquidity~~candidates. ~~This would also make it more difficult for us to raise additional capital following a business combination.~~

~~Our~~We ~~shareholders~~are ~~may~~dependent ~~face~~on ~~different~~the ~~considerations~~ability inof ~~protecting~~management ~~their~~to ~~interests~~locate, ~~because~~attract weand ~~are~~effectuate ~~incorporated~~a ~~under~~suitable ~~Cayman~~acquisition ~~Islands~~candidate; ~~law~~management intends to devote only a limited amount of time to seeking a target company.

9The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of an identified business opportunity. We cannot assure you that we will be successful in locating candidates with established operating histories. In the event we complete a business combination with a privately held company, the success of our operations may be dependent upon management of the successor firm and numerous other factors beyond our control. While seeking a business combination, management anticipates devoting no more than a few hours per week to the Company's affairs. Our officers have not entered into written employment agreements with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

~~Our~~There corporate affairs are governed by our Memorandum and Articles of Association, by the Companies Law (as revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of Cayman Islands. The common law in the Cayman Islands is ~~derived~~no in part from comparatively limited judicial precedent in the Cayman Islands and from English common law, the decisions of whose courts are of persuasive authority but are not binding on a court in the Cayman Islands. Cayman Islands law relating to the right of shareholders and the fiduciary duties of our directors may not be as established and may differ from provision under statutes or judicial precedent in existence in jurisdictions in the United States. As a result, our public ~~shareholders~~market ~~may~~for ~~have more difficulty in protecting their interests in actions against the management, directors or~~ our ~~controlling~~ordinary ~~shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States~~shares.

~~Judgments~~There ~~against~~is usno ~~may~~public betrading ~~difficult~~market orfor ~~impossible~~our ordinary shares and none is expected to ~~enforce~~develop unless and until, among other things, we complete an acquisition, file a selling shareholder registration statement under the Securities Act, and such ordinary shares are accepted for trading on a trading medium in ~~foreign~~the ~~jurisdictions~~United States, the occurrence of any of which no assurances can be given when, if, or ever.

We are a Cayman Islands company and a substantial majority of our assets are located outside the U.S. In addition, a majority of our directors and officers reside outside the U.S. As a result, it may not be possible to effect service of process within the U.S. upon such persons, including with respect to matters arising under U.S. or foreign securities or other applicable laws. There is uncertainty as to whether the courts of the Cayman Islands, Hong Kong or China would recognize or enforce judgments of United States courts obtained against us or such persons based upon the civil liability provisions of the securities laws of the United States, or be competent to hear original actions based upon these laws. In addition, any judgments obtained in the U.S. against us, including judgments predicated on the civil liability provisions of the securities laws of the United States or any state thereof, may be not collectible within the U.S. Moreover, China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts within the U.S., Japan or most western countries. Hong Kong has no arrangement for the reciprocal enforcement of judgments within the U.S. As a result, if you intend to enforce a judgment obtained in the U.S. against our assets located outside the U.S., such judgment may be subject to re-examination of the merits of the action by a foreign court and face additional procedures and other difficulties which would not be required for enforcement of such judgment in the U.S. Enforcing such judgments may be difficult or impossible.7

IfBecause weof ~~effect~~our alimited ~~business~~resources ~~combination~~and ~~with~~intense acompetition ~~company~~for ~~located~~private ~~outside~~companies suitable for an acquisition of the ~~United~~type ~~States~~contemplated by management, we ~~would~~may not be ~~subject~~able to aconsummate ~~variety~~an ofacquisition ~~additional~~on ~~risks~~suitable ~~that~~terms, ~~may~~if ~~negatively~~at ~~impact our operations~~all.

We ~~intend~~expect to ~~effect~~encounter aintense competition from other entities having business ~~combination~~objectives ~~with~~similar ato ~~company~~ours. The ~~located~~highly ~~outside~~competitive market for the small number of business opportunities could reduce the ~~United~~likelihood ~~States~~of consummating a successful business combination. Many Ifof wethe doentities ~~so,~~that we ~~could~~will be ~~subject~~in tocompetition ~~special~~with ~~considerations~~are well established and/ have extensive experience in identifying and effecting business combinations directly or ~~risks~~through ~~associated~~affiliates. A ~~with~~large number of established and well-financed entities, including small public companies ~~operating~~and venture capital firms, are active in ~~the~~mergers and acquisitions of companies that may be desirable target ~~business’~~candidates ~~home~~for ~~jurisdiction~~us. Nearly all these entities have significantly greater financial resources, ~~including~~technical ~~any~~expertise ofand managerial capabilities than we do; consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the ~~following:~~likelihood of our identifying and consummating a successful business combination.

~~• rules~~We ~~and~~have ~~regulations~~no oragreements ~~currency~~for ~~conversion~~a orbusiness ~~corporate~~combination ~~withholding~~or ~~taxes~~other ~~on individuals;~~transaction.

~~• tariffs~~We have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and ~~trade~~evaluate ~~barriers;~~suitable business opportunities or that we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

~~• regulations~~Management ~~related~~intends to ~~customs~~devote ~~and~~only ~~import/export~~a ~~matters;~~limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate.

~~• longer~~While ~~payment~~seeking ~~cycles;~~a business combination, management anticipates devoting no more than a few hours per week to the Company's affairs in total. Our officer has not entered into a written employment agreement with us and is not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination.

~~• tax~~The ~~issues,~~time ~~such~~and ascost ~~tax~~of ~~law~~preparing ~~changes~~a ~~and~~private ~~variations~~company into ~~tax~~become ~~laws~~a aspublic ~~compared~~reporting tocompany may preclude us from entering into a merger or acquisition with the ~~United~~most ~~States;~~attractive private companies.

~~• currency~~Target ~~fluctuations;~~companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

~~• challenges~~Our inbusiness ~~collecting~~will ~~accounts~~have ~~receivable;~~no revenues unless and until we merge with or acquire an operating business.

~~• cultural~~We are a development stage company and ~~language~~have ~~differences;~~had no revenues from operations. We may not realize any revenues unless and until we successfully merge with or acquire an operating business. Further, we anticipate that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention require the expenditure of significant financial resources. If we decide not to participate in a specific business opportunity, or if we fail to consummate a business combination, the costs incurred by us related to a transaction may result in the loss of the related costs incurred.

~~• employment regulations.~~8

We ~~cannot~~may ~~assure~~require ~~you that we would be able to adequately address these~~ additional ~~risks.~~funds Ifin weorder ~~were unable~~ to dooperate ~~so,~~a ~~our operations, and those of the~~ business that we ~~acquired, could be materially adversely affected~~acquire.

IfAny target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with aan ~~company~~entity ~~located~~in ~~outside~~an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the ~~United~~risks ~~States~~inherent in a particular target business, ~~the~~there ~~laws~~can ~~applicable~~be tono ~~such~~assurance ~~company~~that we will ~~likely~~properly ~~govern~~ascertain or assess all ofsignificant ~~our~~risks. If ~~material~~we ~~agreements~~obtain ~~and~~a business that requires additional capital that we ~~may~~cannot ~~not~~provide, beit ~~able~~could tohave ~~enforce~~a material adverse effect on our ~~legal~~business ~~rights~~and could result in the loss of your entire investment.

10We expect to issue additional ordinary shares in a merger or acquisition, which will result in substantial dilution.

IfOur weMemorandum ~~effect a business combination with a company located outside~~ of ~~the~~Association ~~United~~authorizes ~~States,~~ the ~~laws~~issuance of ~~the~~a ~~country~~maximum ~~in which such company operates will govern almost all~~ of ~~the~~39,062,500 ~~material~~ordinary ~~agreements relating to its operations~~shares. WeAny ~~cannot~~merger ~~assure you that the target business will be able to enforce any of its material agreements~~ or ~~that~~acquisition ~~remedies~~effected ~~will~~by beus ~~available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction~~ may ~~not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could~~ result in ~~a significant loss of business, business opportunities or capital. Additionally, if we acquire a company located outside of~~ the ~~United~~issuance ~~States, it is likely that substantially all~~ of ~~our~~additional ~~assets~~securities ~~would~~without beshareholder ~~located~~approval ~~outside of the United States~~ and ~~some~~may ~~of our officers and directors might reside outside of the United States. As a~~ result, itin ~~may~~substantial ~~not~~dilution ~~be possible for investors~~ in the ~~United~~percentage ~~States to enforce their legal rights, to effect service~~ of ~~process upon~~ our ~~directors~~ordinary orshares ~~officers~~held orby ~~to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of~~ our ~~directors~~then ~~and~~existing ~~officers under Federal securities laws~~shareholders.

~~Authorization~~We ofhave ~~Preference~~not ~~Shares~~conducted any market research or identified business opportunities, which may affect our ability to identify a business to merge with or acquire.

~~Our~~We ~~Memorandum~~have ofneither ~~Association~~conducted ~~authorizes~~nor ~~the~~have ~~issuance~~others ofmade upavailable to ~~781,250~~us ~~preference~~results ~~shares~~of ~~with~~market ~~designations~~research concerning prospective business opportunities. Therefore, ~~rights~~we ~~and~~have ~~preferences~~no ~~determined~~assurances ~~from~~that ~~time~~market todemand ~~time~~exists byfor ~~our~~a ~~Board~~merger ofor ~~Directors~~acquisition as contemplated by us. ~~Accordingly,~~ ~~our~~Our ~~Board~~management ofhas ~~Directors~~not isidentified ~~empowered,~~any ~~without~~specific ~~shareholder~~business ~~approval,~~combination toor ~~issue~~other ~~preference~~transactions ~~shares~~for ~~with~~formal ~~dividend,~~evaluation ~~liquidation,~~by ~~conversion~~us, ~~voting,~~such orthat ~~other~~it ~~rights~~may ~~which~~be ~~could~~expected ~~adversely~~that ~~affect~~any ~~the~~such ~~voting~~target ~~power~~business or ~~other~~transaction ~~rights~~will ofpresent ~~the~~such ~~holders~~a level of ~~our~~risk ~~ordinary~~that ~~shares.~~conventional Inprivate ~~the~~or ~~event~~public offerings of ~~issuance,~~securities ~~the~~or ~~preference~~conventional ~~shares~~bank ~~could~~financing will not be ~~utilized,~~available. ~~under~~There ~~certain~~is ~~circumstances,~~no asassurance athat ~~method~~we ofwill ~~discouraging,~~be ~~delaying~~able orto ~~preventing~~acquire a ~~change~~business inopportunity ~~control~~on ofterms ~~our~~favorable ~~Company~~to us. AsDecisions ofas ~~June~~to ~~30,~~which ~~2010~~business opportunity to participate in will be unilaterally made by our management, wewhich ~~have~~may ~~issued~~act ~~100~~without the consent,~~000~~ ~~preference~~vote ~~shares~~or approval of our shareholders.

We ~~may~~cannot ~~become~~assure you that following a ~~passive~~business ~~foreign~~combination ~~investment~~with ~~company~~an operating business, ~~which~~our ~~could~~ordinary ~~result~~shares inwill ~~adverse~~be ~~U.S.~~listed ~~federal~~on ~~income~~NASDAQ ~~tax~~or ~~consequences~~any toother ~~U.S.~~securities ~~investors~~exchange.

~~Based~~Following ona business combination, we may seek the ~~nature~~listing of our ~~business~~ordinary shares on NASDAQ or the American Stock Exchange. However, we docannot ~~not~~assure ~~expect~~you tothat befollowing such a ~~passive~~transaction, ~~foreign~~we ~~investment~~will ~~company,~~be able to meet the initial listing standards of either of those or ~~PFIC~~any other stock exchange, ~~for~~or ~~U.S.~~that ~~federal~~we ~~income~~will ~~tax~~be ~~purposes~~able ~~for~~to maintain a listing of our ~~current~~ordinary ~~taxable~~shares ~~year~~on either of those or any other stock exchange. ~~However~~After completing a business combination, ~~whether~~until orour ~~not~~ordinary weshares are alisted ~~PFIC~~on ~~for~~the ~~any~~NASDAQ ~~taxable~~or ~~year~~another ~~will~~stock exchange, we expect that our ordinary shares would be ~~based~~eligible into ~~part~~trade on the ~~character~~OTC ofBulletin ~~our~~Board, ~~income~~another ~~and~~over-the-counter ~~assets~~quotation ~~and~~system, or on the ~~value~~“pink ofsheets,” where our ~~assets~~shareholders ~~from~~may ~~time~~find it more difficult to ~~time,~~dispose ~~which~~of ~~will~~shares beor ~~based~~obtain inaccurate ~~part~~quotations onas to the ~~trading~~market ~~price~~value of our ordinary shares. In addition, ~~once~~we ~~they~~would ~~commence~~be ~~trading,~~subject ~~which~~to ~~may~~an beSEC ~~volatile.~~rule ~~Accordingly~~that, if it isfailed ~~possible~~to ~~that~~meet wethe ~~may~~criteria beset aforth ~~PFIC~~in ~~for~~such ~~any~~rule, ~~taxable~~imposes ~~year.~~various Ifpractice werequirements ~~were~~on ~~treated~~broker-dealers aswho asell ~~PFIC~~securities ~~for~~governed ~~any~~by ~~taxable~~the ~~year~~rule ~~during~~to ~~which~~persons aother Uthan established customers and accredited investors.S. ~~investor~~Consequently, ~~held~~such anrule may deter broker-dealers from recommending or selling our ordinary ~~share~~shares, ~~certain~~which ~~adverse~~may ~~U.S.~~further ~~federal~~affect ~~income~~its ~~tax~~liquidity. ~~consequences~~This ~~could~~would ~~apply~~also tomake ~~the~~it ~~U.S.~~more ~~investor.~~difficult ~~See~~for ~~“Taxation—United~~us ~~States~~to ~~Federal~~raise ~~Income~~additional ~~Taxation—Passive~~capital ~~Foreign~~following ~~Investment~~a ~~Company~~business ~~Rules~~combination.”

IfOur weshareholders ~~effect~~may aface ~~business~~different ~~combination~~considerations ~~with~~in aprotecting ~~United~~their ~~States~~interests ~~corporation~~because we ~~could~~are ~~face~~incorporated ~~adverse tax effects~~ under ~~the~~Cayman ~~United~~Islands ~~States tax laws~~law.

~~Although~~Our wecorporate ~~currently~~affairs ~~intend~~are togoverned ~~focus~~by onour ~~Asia,~~Memorandum ~~South America~~ and ~~Eastern~~Articles ~~Europe~~of ~~for potential business combination targets~~Association, ifby wethe ~~were~~Companies toLaw ~~effect a business combination with a U.S. corporation, such a combination could subject us to potentially adverse tax effects~~ (as arevised) ~~result~~ of ~~changes made to~~ the ~~U.S.~~Cayman ~~Internal~~Islands ~~Revenue~~and ~~Code of 1986, as amended, by~~ the ~~American~~common ~~Jobs~~law ~~Creation Act~~ of ~~2004~~the ~~relating~~Cayman toIslands. ~~the~~The ~~treatment~~rights of ~~domestic~~shareholders ~~business entities which expatriate from the United States~~ to atake ~~foreign~~action ~~jurisdiction.~~against ~~These~~our ~~new~~directors, ~~provisions~~actions ~~generally~~by ~~apply~~minority toshareholders and the ~~direct~~fiduciary orresponsibilities ~~indirect acquisition~~ of ~~substantially~~our ~~all~~directors ofto ~~the~~us ~~properties~~under ofCayman aIslands ~~domestic~~law ~~enterprise~~are byto a ~~foreign~~large ~~corporation~~extent ifgoverned ~~there is at least 60% or 80% of continuing share ownership in the successor foreign entity~~ by the ~~former~~common ~~stockholders~~law of ~~the~~Cayman UIslands.S. ~~corporation~~The ~~and~~common ~~substantial~~law ~~business activities are not conducted~~ in the ~~jurisdiction~~Cayman inIslands ~~which such successor~~ is ~~created~~derived orin ~~organized. In~~part ~~the~~from ~~event~~comparatively welimited ~~effected~~judicial aprecedent ~~business~~in ~~combination with a U.S. corporation, and were subsequently subject to these new rules, it could cause us to lose certain tax benefits, which could make~~ the ~~transaction~~Cayman ~~more~~Islands expensive to us, which could have an adverse effect on our operations. See “Taxation – Certain Material United States Federal Income Tax Considerations – Tax Effects if We Acquire a U.S. Corporation”

If we are deemed to be a controlled foreign corporation, or CFC, we may be subject to certain U.S. income tax risks associated with the CFC rules under the U.S. Internal Revenue Code of 1986, as amended.9

Weand ~~will~~from beEnglish ~~considered~~common alaw, ~~CFC~~the ~~for~~decisions ~~any~~of ~~year~~whose incourts ~~which~~are ~~our~~of ~~United~~persuasive ~~States~~authority ~~shareholders~~but ~~that~~are ~~each~~not ~~own~~binding ~~(directly,~~on ~~indirectly~~a orcourt byin ~~attribution)~~the atCayman ~~least 10% of our voting shares (each a “10% U~~Islands.S. ~~Holder”)~~Cayman ~~together~~Islands ~~own~~law ~~more~~relating ~~than~~to ~~50% of~~ the ~~total~~right ~~combined voting power~~ of ~~all~~shareholders ~~classes~~and ~~of our voting shares or more than 50% of~~ the ~~total~~fiduciary ~~value~~duties of our ~~shares. If~~directors wemay ~~were~~not ~~classified~~be as aestablished ~~CFC,~~and ~~such~~may ~~classification~~differ ~~would~~from ~~have~~provision ~~many~~under ~~complex~~statutes ~~results,~~or ~~one~~judicial ofprecedent ~~which~~in isexistence ~~that~~in ifjurisdictions ~~you~~in ~~are~~the aUnited ~~10% U~~States.S. ~~Holder~~As ona ~~the~~result, ~~last day of~~ our ~~taxable~~public ~~year,~~shareholders ~~you~~may ~~will~~have bemore ~~required~~difficulty toin ~~recognize~~protecting astheir ~~ordinary~~interests ~~income~~in ~~your~~actions ~~pro~~against ~~rata~~the ~~share~~management, ofdirectors ~~certain~~or of our ~~income~~controlling ~~(including~~shareholders ~~both~~than ~~ordinary~~would ~~earnings~~shareholders ~~and~~of ~~capital~~a ~~gains)~~corporation ~~for~~incorporated ~~the~~in ~~taxable~~a ~~year,~~jurisdiction ~~whether~~in orthe ~~not~~United ~~you receive any distributions on your ordinary shares during that taxable year~~States.

11Judgments against us may be difficult or impossible to enforce in foreign jurisdictions.

IfWe weare a Cayman Islands company and a substantial majority of our assets are ~~deemed~~located tooutside bethe U.S. In addition, a ~~CFC~~majority inof our directors and officers reside outside the ~~future~~U.S. As a result, ~~these~~it ~~rules~~may ~~would~~not ~~then~~be ~~apply~~possible to ~~holders~~effect service of ~~our~~process ~~ordinary~~within ~~shares~~the U.S. ~~Accordingly~~upon such persons, including with respect to matters arising under U.S. or foreign securities or other applicable laws. There is uncertainty as to whether the courts of the Cayman Islands, Hong Kong or China would recognize or enforce judgments of United States courts obtained against us or such persons ~~should~~based ~~consider~~upon the ~~possible~~civil ~~application~~liability provisions of the ~~CFC~~securities ~~rules~~laws ~~before~~of ~~making~~the anUnited ~~investment~~States, inor ~~our~~be ~~ordinary~~competent ~~shares~~to hear original actions based upon these laws. ~~See~~In ~~“Certain~~addition, ~~Tax~~any ~~Considerations—Certain~~judgments ~~Material~~obtained in the U.S. against us, including judgments predicated on the civil liability provisions of the securities laws of the United States ~~Federal~~or ~~Income~~any ~~Tax~~state ~~Considerations~~thereof, may be not collectible within the U.S. Moreover, China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts within the U.S., Japan or most western countries. Hong Kong has no arrangement for the reciprocal enforcement of judgments within the U.S. As a result, if you intend to enforce a judgment obtained in the U.S. against our assets located outside the U.S., such judgment may be subject to re-~~Controlled~~examination ~~Foreign~~of ~~Corporation~~the ~~Status~~merits of the action by a foreign court and ~~Related~~face ~~Consequences~~additional procedures and other difficulties which would not be required for enforcement of such judgment in the U.”S. Enforcing such judgments may be difficult or impossible.

~~ITEM~~If ~~1B. UNRESOLVED~~we ~~STAFF~~effect ~~COMMENTS~~a business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.

~~None~~We intend to effect a business combination with a company located outside of the United States. If we do so, we could be subject to special considerations and/or risks associated with companies operating in the target business’ home jurisdiction, including any of the following:

~~ITEM 2. PROPERTIES~~·

Werules doand ~~not~~regulations ~~own~~ or ~~rent~~currency ~~any~~conversion ~~property. We~~or ~~utilize~~corporate ~~the~~withholding ~~office~~taxes ~~space~~on ~~and~~individuals; ~~equipment of our officer and directors at no cost.~~

~~ITEM 3. LEGAL PROCEEDINGS~~·

Wetariffs ~~are~~and ~~not~~trade ~~party~~barriers; ~~to any legal proceedings.~~

~~ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~·

Noregulations ~~matters~~related ~~were submitted~~ to acustoms ~~vote~~and ofimport/export ~~security~~matters; ~~holders during the fourth quarter of the fiscal year covered by this Annual Report on Form 10-K.~~

~~PART II~~·

~~ITEM~~longer 5.payment ~~MARKET~~cycles; ~~FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~

~~(a) Market information~~·

~~Our~~tax ~~ordinary~~issues, ~~shares~~such ~~have~~as ~~not~~tax ~~been~~law ~~listed~~changes ~~for trading on the OTC Bulletin Board or on any stock exchange~~ and wevariations doin ~~not~~tax ~~anticipate~~laws ~~applying~~as ~~for~~compared ~~listing~~to onthe ~~any~~United ~~exchange~~States; ~~until after such time that we have completed a business acquisition.~~

~~(b) Holders~~·

Ascurrency offluctuations; ~~June 30, 2010 there were approximately 460 record holders of 998,275 Ordinary Shares.~~

~~(c) Dividends~~·

Wechallenges ~~have not paid any cash dividends to date and we do not anticipate or contemplate paying dividends~~ in ~~the~~collecting ~~foreseeable~~accounts ~~future.~~receivable; ~~It is the present intention of management to utilize available funds for development of our business.~~

~~(d) Securities authorized for issuance under equity compensation plans~~·

Ascultural ofand ~~June~~language ~~30,~~differences; ~~2010, we had no securities authorized under equity compensation plans~~ and ~~we do not intend to have an equity compensation plan prior to the completion of a business combination.~~

~~ITEM 6. SELECTED FINANCIAL DATA~~·

12employment regulations.

~~The~~We ~~selected~~cannot ~~financial~~assure ~~data~~you ~~presented~~that ~~below~~we ~~has~~would ~~been~~be ~~derived~~able ~~from~~to adequately address these additional risks. If we were unable to do so, our ~~audited~~operations, ~~financial~~and ~~statements~~those ~~appearing~~of ~~elsewhere~~the ~~herein~~business that we acquired, could be materially adversely affected.

	Year Ended			Year Ended
	June 30, 2010			June 30, 2009
Revenues	$	-		$	-
Expenses		3,211			2,919
Net Loss		3,211			2,919
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)
Total Assets	$	1,422		$	1,426

If we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights.

~~ITEM~~If 7we effect a business combination with a company located outside of the United States, the laws of the country in which such company operates will govern almost all of the material agreements relating to its operations. ~~MANAGEMENT’S~~We ~~DISCUSSION~~cannot ~~AND~~assure ~~ANALYSIS~~you OFthat ~~FINANCIAL~~the ~~CONDITION~~target ~~AND~~business ~~RESULTS~~will OFbe ~~OPERATIONS~~able to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business

~~Disclosure Regarding Forward Looking Statements~~10

~~Statements,~~opportunities ~~other~~or ~~than~~capital. ~~historical facts~~Additionally, ~~contained~~if inwe ~~this~~acquire ~~Annual~~a ~~Report~~company onlocated ~~Form~~outside ~~10-K, including statements~~ of ~~potential~~the ~~acquisitions~~United ~~and our strategies~~States, ~~plans~~it ~~and~~is ~~objectives,~~likely ~~are~~that ~~"forward-looking~~substantially ~~statements"~~all ~~within the meaning~~ of ~~Section~~our ~~27A~~assets ofwould ~~the~~be ~~Securities~~located ~~Act~~outside of ~~1933, as amended (~~the ~~"Securities~~United ~~Act"),~~States and ~~Section~~some ~~21E~~ of ~~the~~our ~~Securities~~officers ~~Exchange~~and ~~Act~~directors ofmight ~~1934,~~reside asoutside ~~amended~~of (the ~~"Exchange~~United ~~Act")~~States. ~~Although~~ weAs ~~believe that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to~~ a ~~wide range of risks~~result, ~~trends~~it ~~and~~may ~~uncertainties~~not ~~that~~be ~~could~~possible ~~cause~~for ~~actual~~investors ~~results~~in tothe ~~differ~~United ~~materially~~States ~~from those projected. Among those risks, trends and uncertainties are important factors that could cause actual results~~ to ~~differ~~enforce ~~materially~~their ~~from~~legal ~~the forward looking statements~~rights, ~~including, but not limited~~ to; ~~the~~ effect service of ~~existing~~process ~~and~~upon ~~future~~our ~~laws,~~directors ~~governmental~~or ~~regulations~~officers ~~and~~or ~~the~~to ~~political~~enforce ~~and~~judgments ~~economic climate~~ of ~~the~~ United States; ~~the~~courts ~~effect~~predicated ofupon ~~derivative~~civil ~~activities;~~liabilities and ~~conditions~~criminal inpenalties ~~the~~of ~~capital~~our ~~markets. We~~directors ~~undertake~~and noofficers ~~duty~~under toFederal ~~update~~securities ~~or revise these forward-looking statements~~laws.

~~When~~Authorization used in this Form 10-K, the words, "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of ~~important~~Preference ~~reasons~~Shares.

~~General~~Our Memorandum of Association authorizes the issuance of up to 781,250 preference shares with designations, rights and preferences determined from time to time by our Board of Directors. Accordingly, our Board of Directors is empowered, without shareholder approval, to issue preference shares with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of our ordinary shares. In the event of issuance, the preference shares could be utilized, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our Company. As of June 30, 2011, we have issued 100,000 preference shares.

~~Pan~~We ~~Asian~~may ~~Corporation~~become ~~(“we,” “us,” or the “Company”) is~~ a ~~development~~passive ~~stage~~foreign ~~company~~investment ~~formed solely for the purpose of identifying and entering into a business combination with a privately held business or~~ company, ~~domiciled~~which ~~and~~could ~~operating~~result in anadverse ~~emerging market that is seeking the advantages of being a publicly held corporation whose stock is eventually traded on a major United States stock exchange~~U. WeS. ~~intend~~federal toincome ~~focus~~tax onconsequences targets located primarily in Asia, South America and Eastern Europe, as we believe that businesses with operating history and growth potential in these locations would benefit significantly from access to ~~the~~U.S. ~~United States capital markets and may offer the potential of capital appreciation stemming from the economic growth in such emerging markets~~investors.

~~Plan~~Based on the nature of ~~Operation~~our business, we do not expect to be a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for our current taxable year. However, whether or not we are a PFIC for any taxable year will be based in part on the character of our income and assets and the value of our assets from time to time, which will be based in part on the trading price of our ordinary shares, once they commence trading, which may be volatile. Accordingly, it is possible that we may be a PFIC for any taxable year. If we were treated as a PFIC for any taxable year during which a U.S. investor held an ordinary share, certain adverse U.S. federal income tax consequences could apply to the U.S. investor. See “Taxation—United States Federal Income Taxation—Passive Foreign Investment Company Rules.”

13If we effect a business combination with a United States corporation we could face adverse tax effects under the United States tax laws.

WeAlthough ~~have~~we ~~not~~currently ~~engaged~~intend into ~~any~~focus on Asia, South America and Eastern Europe for potential business ~~activities~~combination ~~that~~targets, ~~generate~~if ~~revenue~~we were to effect a business combination with a U. ~~Our~~S. ~~activities~~corporation, such a combination could subject us to ~~date~~potentially ~~have~~adverse ~~been~~tax ~~primarily~~effects ~~focused~~as ~~upon~~a ~~our~~result ~~formation~~of ~~and~~changes ~~raising~~made ~~capital. We~~to ~~have~~the ~~conducted~~U.S. ~~private~~Internal ~~offerings~~Revenue Code of ~~our~~1986, ~~ordinary~~as ~~shares~~amended, by the ~~proceeds~~American Jobs Creation Act of 2004 relating to the treatment of domestic business entities which weexpatriate ~~intend~~from the United States to ~~use~~a ~~for~~foreign ~~payment~~jurisdiction. These new provisions generally apply to the direct or indirect acquisition of ~~costs~~substantially ~~associated~~all ~~with~~of ~~formation,~~the ~~accounting~~properties ~~and~~of ~~auditing~~a ~~fees,~~domestic ~~legal~~enterprise ~~fees,~~by ~~and~~a ~~costs~~foreign ~~associated~~corporation ~~with~~if ~~identifying~~there ~~acquisition~~is ~~targets~~at ~~and~~least ~~completing~~60% ~~necessary~~or ~~due~~80% ~~diligence. In~~of ~~addition,~~continuing weshare ~~expect~~ownership toin ~~incur~~the ~~costs~~successor ~~related~~foreign toentity ~~filing~~by ~~periodic~~the ~~reports~~former ~~with~~stockholders of the ~~Securities~~U.S. corporation and ~~Exchange~~substantial ~~Commission~~business activities are not conducted in the jurisdiction in which such successor is created or organized. We In ~~believe~~the event we ~~will~~effected bea ~~able~~business tocombination ~~meet~~with a U.S. corporation, and were subsequently subject to these ~~costs~~new ~~for~~rules, atit ~~least~~could cause us to lose certain tax benefits, which could make the ~~next~~transaction 12more ~~months~~expensive byto ~~obtaining~~us, ~~loans~~which ~~from~~could have an adverse effect on our ~~shareholders,~~operations. See ~~management~~“Taxation or– ~~other~~Certain ~~investors~~Material United States Federal Income Tax Considerations – Tax Effects if We Acquire a U.S. Corporation”

WeIf ~~may~~we ~~consider~~are adeemed ~~business~~to ~~which~~be ~~has recently commenced operations, is~~ a ~~developing~~controlled ~~company~~foreign ~~in need of additional funds for expansion into new products or markets~~corporation, ~~is seeking to develop a new product~~ or ~~service~~CFC, orwe ~~is an established business which~~ may be ~~experiencing~~subject ~~financial~~to orcertain ~~operating difficulties and is in need of additional capital~~U.S. Inincome ~~the~~tax ~~alternative,~~risks aassociated ~~business~~with ~~combination may involve~~ the ~~acquisition~~CFC ~~of,~~rules orunder ~~merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things,~~ the ~~time~~U.S. ~~delays,~~Internal ~~significant~~Revenue ~~expense,~~Code ~~and loss~~ of ~~voting~~1986, ~~control~~as ~~which may occur in a public offering~~amended.

~~Results~~We will be considered a CFC for any year in which our United States shareholders that each own (directly, indirectly or by attribution) at least 10% of ~~Operations~~our voting shares (each a “10% U.S. Holder”) together own more than 50% of the total combined voting power of all classes of our voting shares or more than 50% of the total value of our shares. If we were classified as a CFC, such classification would have many complex results, one of which is that if you are a 10% U.S. Holder on the last day of our taxable year, you will be required to recognize as ordinary income your pro rata share of certain of our income (including both ordinary earnings and capital gains) for the taxable year, whether or not you receive any distributions on your ordinary shares during that taxable year.

~~Year ended June 30, 2010 compared to period year ended June 30, 2009~~11

~~Operating~~If ~~Expenses~~we are deemed to be a CFC in the future, these rules would then apply to holders of our ordinary shares. Accordingly, U.S. persons should consider the possible application of the CFC rules before making an investment in our ordinary shares. See “Certain Tax Considerations—Certain Material United States Federal Income Tax Considerations-Controlled Foreign Corporation Status and Related Consequences.”

~~Because~~ITEM ~~we currently do not have any business operations, we have not had any revenues during the period of inception through June 30, 2010~~1B. Total expenses for the year ended June 30, 2010 increased to $3,211 from $2,919 for the year ended June 30, 2009. This increase was primarily caused by the increase in government fees in fiscal year 2010.

~~Liquidity~~UNRESOLVED ~~and~~STAFF ~~Capital Resources~~COMMENTS

~~As of June 30, 2010, we had $1,422 in cash available, and had current liabilities of $1,132 in accounts payable and $2,044 to a related party~~None. ~~The Company anticipates that additional funding needs beyond the Company’s cash balance will be provided by the majority shareholder for at least the next 12 months as necessary.~~

ITEM 7A2. ~~QUANTITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~None.~~PROPERTIES

~~ITEM~~We 8do not own or rent any property. We ~~FINANCIAL~~utilize ~~STATEMENTS~~the office space and equipment of our officer and directors at no cost.

~~The~~ITEM ~~financial statements of the Company, including the notes thereto and report of the independent auditors thereon, are included in this report as set forth in the “Index to Financial Statements~~3.~~” See F-1 for Index to Financial Statements.~~

~~ITEM~~LEGAL ~~9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~PROCEEDINGS

~~None~~We are not party to any legal proceedings.

ITEM ~~9A(T).~~ ~~CONTROLS AND PROCEDURES~~4.

~~Evaluation~~SUBMISSION ofOF ~~Disclosure~~MATTERS ~~Controls~~TO ~~and~~A ~~Procedures.~~VOTE OF SECURITY HOLDERS

WeNo ~~maintain~~matters ~~disclosure~~were ~~controls~~submitted ~~and procedures that are designed~~ to ~~ensure~~a ~~that~~vote ~~information~~of ~~required~~security toholders beduring ~~disclosed in our reports filed pursuant to~~ the ~~Securities~~fourth ~~Exchange~~quarter ~~Act~~ of ~~1934, as amended (~~the ~~“Exchange~~fiscal ~~Act”)~~year iscovered ~~recorded,~~by ~~processed,~~this ~~summarized~~Annual ~~and~~Report ~~reported~~on ~~within~~Form the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure10-K.

14PART II

AsITEM of June 30, 2010, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures5. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

~~Management's~~MARKET ~~Report~~FOR onREGISTRANT’S ~~Internal~~COMMON ~~Control~~EQUITY, ~~Over~~RELATED ~~Financial~~STOCKHOLDER ~~Reporting.~~MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our management is also responsible for establishing and maintaining adequate internal control over financial reporting. The Company's 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.(a)

~~Our~~Market ~~internal control over financial reporting includes those policies and procedures that:~~information

·Our ~~Pertain~~ordinary toshares have not been listed for trading on the ~~maintenance~~OTC ofBulletin ~~records~~Board ~~that,~~or inon ~~reasonable~~any ~~detail,~~stock ~~accurately~~exchange and ~~fairly~~we ~~reflect~~do ~~the~~not ~~transactions~~anticipate ~~and~~applying ~~dispositions~~for oflisting ~~the~~on ~~assets~~any ofexchange ~~the~~until ~~Company;~~after such time that we have completed a business acquisition.

~~· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and~~(b)

~~· that our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and~~Holders

·As ~~Provide reasonable assurance regarding prevention or timely detection~~ of ~~unauthorized~~June ~~acquisition~~30, ~~use~~2011 orthere ~~disposition~~were ofapproximately ~~our~~460 ~~assets~~record ~~that~~holders ~~could~~of ~~have~~998,275 aOrdinary ~~material effect on the financial statements~~Shares.

As of June 30, 2010, our management conducted an assessment of the effectiveness of the Company's internal control over financial reporting. In making this assessment, management followed an approach based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (~~“COSO”~~c)~~. Based~~ ~~on this assessment, management has determined that the Company's internal control over financial reporting was effective as of June 30, 2010.~~

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 temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.Dividends

~~Changes~~We have not paid any cash dividends to date and we do not anticipate or contemplate paying dividends in ~~Internal~~the ~~Controls~~foreseeable future. It is the present intention of management to utilize available funds for development of our business.

There have been no changes in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal controls.(d)

~~ITEM~~Securities ~~9B.~~authorized ~~OTHER~~for ~~INFORMATION~~issuance under equity compensation plans

~~None~~As of June 30, 2011, we had no securities authorized under equity compensation plans and we do not intend to have an equity compensation plan prior to the completion of a business combination.

~~PART III~~12

ITEM ~~10.~~ ~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE~~6.

~~Our~~SELECTED ~~officers~~FINANCIAL ~~and directors and additional information concerning them are as follows:~~DATA

Name	Age	Position
David Richardson	52	Director
Joseph Rozelle	37	President, Chief Financial Officer, Director

The selected financial data presented below has been derived from our audited financial statements appearing elsewhere herein.


	Year Ended		Year Ended
	June 30, 2011		June 30, 2010
Revenues	$	-	$	-
Expenses		5,039		3,211
Net Loss		5,039		3,211
Basic and diluted loss per share	$	(0.01)	$	(0.00)

Total Assets	$	-	$	1,422

~~David~~ITEM ~~Richardson~~7. David Richardson has been one of our directors since September 2006. Mr. Richardson is an Executive Director of Lighthouse Capital Insurance Company (Fortis’ insurance affiliate in the Cayman Islands), and the President and CEO of Mid-Ocean Consulting Group Ltd., which guides both institutions and individuals on sophisticated international structuring and tax related strategies. From 2003 through 2005, Mr. Richardson served as the President of Oceanic Bank and Trust Limited’s Insurance Specialty Unit. Prior thereto, in 1996, he became the Head of Private Banking for MeesPierson, a Dutch merchant/private bank in the Cayman Islands. Following that, he became the Managing Director for MeesPierson (Bahamas) Ltd. and Chairman of Lighthouse Capital Insurance Company. David Richardson began his professional career in the investment business over 20 years ago, working for one of Canada’s preeminent investment houses; Walwyn, Stodgell, Cochrane and Murray (now Merrill Lynch Canada). In 1987, he joined the Bank of Bermuda in Bermuda as Portfolio Manager, where he personally oversaw the management of in excess of $350 million for the Bank’s top tier clientele. From there he moved to the Bank of Bermuda’s wholly owned trust subsidiary, Bermuda Trust Company serving as Assistant Manager and Director of Americas’ marketing activities. Mr. Richardson is a graduate of the University of Toronto (Hon.BSc) with a post graduate degree from Northwestern University (NTS Graduate), as well as possessing a number of professional affiliations including a Member of STEP, the ITPA and the Bahamas International Insurance Association.

~~Joseph~~MANAGEMENT’S ~~Rozelle. Joseph~~DISCUSSION ~~Rozelle~~AND ~~has~~ANALYSIS ~~been~~OF ~~one~~FINANCIAL ofCONDITION ~~our~~AND ~~directors. In~~RESULTS ~~addition,~~OF Mr. Rozelle has served as our President and Chief Financial Officer since September 2006. Mr. Rozelle is currently the President of Nautilus Global Partners, a Limited Liability Company dedicated to facilitation of “going public” transactions for foreign and domestic operating companies on the public United States Exchanges. Prior to joining Nautilus in 2006, Mr. Rozelle was a consultant with Accretive Solutions, providing Sarbanes-Oxley Compliance consulting and other accounting related consulting services. Prior thereto, Mr. Rozelle worked with Momentum Equity Group, LLC and Momentum Bio Ventures as a Principal Analyst in the spring of 2002 and winter of 2003, respectively. At Momentum, Mr. Rozelle was responsible for financial modeling, due diligence, and preparation of investment summaries for client companies. Prior to joining Momentum, Mr. Rozelle was an associate with Barclays Capital in the Capital Markets Group, specializing in asset securitization. Prior thereto, he was the Assistant Vice President of Planning and Financial Analysis for a regional commercial bank and was responsible for all of the corporate financial modeling, risk analysis, mergers and acquisition evaluation, and corporate budgeting. Before his tenure in commercial banking, Mr. Rozelle served as a senior auditor with Arthur Andersen, where he was involved in a variety of filings with the SEC involving corporate mergers, spin-offs, public debt offerings, and annual reports. Mr. Rozelle holds a Bachelors of Business Administration degree from the University of Houston and a Masters of Business Administration degree from the Jesse H. Jones School of Management at Rice University. Mr. Rozelle is also the sole director and sole executive officer of VPGI, Inc., a public corporation.OPERATIONS

~~Each~~Disclosure ofRegarding ~~our~~Forward ~~directors~~Looking is elected by holders of a majority of the ordinary shares to serve for a term of one year and until his successor is elected and qualified, which is generally at the annual meeting of shareholders. Officers serve at the will of the board, subject to possible future employment agreements which would establish term, salary, benefits and other conditions of employment. No employment agreements are currently contemplated.Statements

~~Significant~~Statements, ~~Employees~~other than historical facts, contained in this Annual Report on Form 10-K, including statements of potential acquisitions and our strategies, plans and objectives, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Although we believe that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, including, but not limited to; the effect of existing and future laws, governmental regulations and the political and economic climate of the United States; the effect of derivative activities; and conditions in the capital markets. We undertake no duty to update or revise these forward-looking statements.

~~None~~When used in this Form 10-K, the words, "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons.

~~Family Relationships~~General

~~None~~Pan Asian Corporation (“we,” “us,” or the “Company”) is a development stage company formed solely for the purpose of identifying and entering into a business combination with a privately held business or company, domiciled and operating in an emerging market that is seeking the advantages of being a publicly held corporation whose stock is eventually traded on a major United States stock exchange. We intend to focus on targets located primarily in Asia, South America and Eastern Europe, as we believe that businesses with operating history and growth potential in these locations would benefit significantly from access to the United States capital markets and may offer the potential of capital appreciation stemming from the economic growth in such emerging markets.

~~Involvement~~Plan inof ~~Certain Legal Proceedings.~~Operation

~~There~~We have ~~been~~not noengaged ~~events~~in ~~under~~ any ~~bankruptcy~~business ~~act,~~activities nothat ~~criminal~~generate ~~proceedings~~revenue. Our activities to date have been primarily focused upon our formation and noraising ~~judgments,~~capital. We ~~injunctions,~~have ~~orders~~conducted orprivate ~~decrees~~offerings ~~material~~of toour ordinary shares, the ~~evaluation~~proceeds of ~~the~~which ~~ability~~we ~~and~~intend ~~integrity~~to use for payment of ~~any~~costs ~~director~~associated with formation, ~~executive~~accounting ~~officer~~and auditing fees, ~~promoter~~legal orfees, ~~control~~and ~~person~~costs ofassociated ~~our~~with ~~Company~~identifying ~~during~~acquisition ~~the~~targets ~~past~~and ~~five~~completing ~~years.~~necessary due

~~Board Committees~~13

16diligence. In addition, we expect to incur costs related to filing periodic reports with the Securities and Exchange Commission. We believe we will be able to meet these costs for at least the next 12 months by obtaining loans from our shareholders, management or other investors.

~~Our~~We ~~Board~~may ofconsider ~~Directors~~a business which has norecently ~~separate~~commenced ~~committees~~operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and ~~our~~is ~~Board~~in need of ~~Directors~~additional ~~acts~~capital. asIn the ~~Audit~~alternative, ~~Committee~~a ~~and~~business combination may involve the ~~Compensation~~acquisition ~~Committee. We~~of, door merger with, a company which does not ~~have~~need substantial additional capital, but which desires to establish a ~~qualified~~public ~~financial~~trading ~~expert~~market ~~serving~~for onits ~~our~~shares, ~~Board~~while avoiding, among other things, the time delays, significant expense, and loss of ~~Directors~~voting control which may occur in a public offering.

~~Involvement~~Results of ~~Officers and Directors in Blank Check Companies~~Operations

~~Messr.~~Year ~~Rozelle~~ended isJune an30, ~~officer~~2011 ~~and~~compared ~~Messrs.~~to ~~Richardson~~period ~~and~~year ~~Rozelle~~ended ~~are~~June ~~currently serving on the boards of directors for the following entities~~30, ~~each incorporated under the laws of the Cayman Islands:~~2010

·Operating ~~IPKV Holdings, Inc.~~Expenses

·Because ~~China~~we ~~Growth~~currently ~~Corporation~~do not have any business operations, we have not had any revenues during the period of inception through June 30, 2011. Total expenses for the year ended June 30, 2011 increased to $5,039 from $3,211 for the year ended June 30, 2010. This increase was primarily caused by the increase in audit fees in fiscal year 2011.

·Liquidity ~~Summit~~and ~~Growth~~Capital ~~Corporation~~Resources

·As ~~Lunar~~of ~~Growth~~June ~~Corporation~~30, 2011, we had $0 in cash available, and had current liabilities of $690 in accounts payable and $6,103 to a related party. The Company anticipates that additional funding needs beyond the Company’s cash balance will be provided by the majority shareholder for at least the next 12 months as necessary.

·ITEM ~~Juniper Growth Corporation~~7A.

·QUANTITATIVE ~~Seven~~DISCLOSURES ~~Seas~~ABOUT ~~Acquisition~~MARKET ~~Corporation~~RISK

~~· Global Growth Corporation~~None.

·ITEM ~~Bering Growth Corporation~~8.

~~Each~~FINANCIAL ~~of the foregoing entities was formed for the purpose of engaging in an acquisition or business combination of an operating business.~~STATEMENTS

~~Section~~The ~~16(a)~~financial ~~Beneficial~~statements ~~Ownership~~of ~~Reporting~~the ~~Compliance~~Company, including the notes thereto and report of the independent auditors thereon, are included in this report as set forth in the “Index to Financial Statements.” See F-1 for Index to Financial Statements.

~~Section~~ITEM 16(a) of the Securities Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the Securities and Exchange Commission9. Directors, executive officers and persons who own more than 10% of our common stock are required by Securities and Exchange Commission regulations to furnish to us copies of all Section 16(a) forms they file.

~~Based~~CHANGES ~~solely~~IN onAND ~~our~~DISAGREEMENTS ~~review~~WITH ofACCOUNTANTS ~~such~~ON ~~forms~~ACCOUNTING ~~furnished~~AND toFINANCIAL us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners are current as of October 12, 2010.DISCLOSURE

17None.

~~Code~~ITEM ~~of Ethics~~9A(T).

WeCONTROLS ~~have~~AND not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, because of the small number of persons involved in the management of the Company.PROCEDURES

~~ITEM 11.~~Evaluation ~~EXECUTIVE~~of ~~COMPENSATION~~Effectiveness of Disclosure Controls and Procedures.

~~None~~We ofmaintain ~~our~~disclosure ~~officers~~controls orand ~~directors~~procedures ~~has~~that ~~received~~are ~~any~~designed ~~cash~~to ~~remuneration~~ensure ~~since~~that ~~inception.~~information Norequired ~~remuneration~~to ofbe ~~any~~disclosed ~~nature~~in ~~has~~our ~~been~~reports ~~paid~~filed ~~for~~pursuant orto onthe ~~account~~Securities Exchange Act of ~~services~~1934, ~~rendered~~as byamended a(the ~~director~~“Exchange inAct”) ~~such~~is ~~capacity.~~recorded, ~~None~~processed, ofsummarized and reported within the ~~officers~~time periods specified in the SEC’s rules, regulations and ~~directors~~related ~~intends~~forms, and that such information is accumulated and communicated to ~~devote~~our ~~more~~principal ~~than~~executive aofficer ~~few~~and ~~hours~~principal afinancial ~~week~~officer, as appropriate, to ~~our~~allow ~~affairs~~timely decisions regarding required disclosure.

ItAs isof ~~possible~~June ~~that~~30, ~~after~~2011, we ~~successfully~~carried ~~consummate~~out ~~a business combination with~~ an ~~unaffiliated entity~~evaluation, ~~that~~under ~~entity~~the ~~may~~supervision ~~desire~~and towith ~~employ~~the orparticipation ~~retain~~of ~~one~~our orprincipal aexecutive ~~number~~officer ofand ~~members~~our ofprincipal ~~our~~financial ~~management~~officer ~~for~~of the ~~purposes~~effectiveness of ~~providing~~the ~~services~~design toand ~~the~~operation ~~surviving~~of ~~entity.~~our disclosure

~~We have not adopted retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of our employees.~~14

~~There~~controls ~~are~~and noprocedures. ~~understandings~~Based oron ~~agreements~~this ~~regarding~~evaluation, ~~compensation~~ our ~~management~~principal ~~will~~executive ~~receive~~officer ~~after~~and aour ~~business~~principal ~~combination~~financial officer concluded that isour ~~required~~disclosure tocontrols beand ~~included~~procedures inwere ~~this~~effective ~~table,~~as orof ~~otherwise~~the end of the period covered by this report.

~~Compensation~~Management's ~~Discussion~~Report ~~and~~on ~~Analysis~~Internal Control Over Financial Reporting.

~~Since~~Our wemanagement dois ~~not~~also ~~currently~~responsible ~~have an operating business, our officers do not receive any compensation~~ for ~~their~~establishing ~~service to us;~~ and, ~~since~~maintaining weadequate ~~have~~internal nocontrol ~~other~~over ~~employees,~~financial wereporting doas ~~not~~defined ~~have~~in ~~any~~Rule ~~compensation~~13a-15(f) ~~policies,~~under ~~procedures,~~the ~~objectives~~Exchange ~~or programs in place~~Act. The WeCompany's ~~will~~internal ~~adopt~~control ~~appropriate~~over ~~compensation~~financial ~~policies,~~reporting ~~procedures, objectives or programs as necessary after an acquisition~~ is ~~consummated.~~designed ~~However,~~to itprovide isreasonable ~~anticipated~~assurance ~~that,~~regarding ~~after~~ the ~~consummation~~reliability of anfinancial ~~acquisition,~~reporting and the ~~compensation~~preparation ~~for our senior executives will be comprised~~ of ~~four~~financial ~~elements:~~statements afor ~~base~~external ~~salary,~~purposes anin ~~annual~~accordance ~~performance~~with ~~bonus,~~generally ~~equity~~accepted ~~and~~accounting ~~benefits~~principles.

WeOur ~~further~~internal ~~anticipate~~control ~~that~~over ~~after~~financial ~~the~~reporting ~~consummation~~includes ofthose anpolicies ~~acquisition, our Board of Directors will form a compensation committee having as part of its responsibilities, the development of salary ranges, potential bonus payouts, equity awards~~ and ~~benefit~~procedures ~~plans.~~that:

~~Compensation Committee Interlocks and Insider Participation~~·

~~Our~~Pertain ~~Board~~to ofthe ~~Directors~~maintenance ~~does~~of ~~not~~records ~~have~~that, ain ~~compensation~~reasonable ~~committee~~detail, accurately and ~~the~~fairly ~~entire~~reflect ~~Board~~the oftransactions ~~Directors~~and ~~performs~~dispositions of the ~~functions~~assets of athe ~~compensation committee.~~Company;

~~No member of our Board of Directors has a relationship that would constitute an interlocking relationship with our executive officers or directors or another entity.~~·

~~Compensation~~Provide ~~Committee~~reasonable ~~Report~~assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and

~~Our Board of Directors does not have a compensation committee and the entire board of directors performs the functions of a compensation committee.~~·

~~Our~~that ~~Board~~our ofreceipts ~~Directors has reviewed~~ and ~~discussed~~expenditures ~~the~~are ~~discussion~~being ~~and~~made ~~analysis~~only ofin ~~our~~accordance ~~compensation~~with ~~which~~authorizations ~~appears~~of ~~above~~the ~~with~~Company's management, and, ~~based on such review and discussion, the board of~~ directors; ~~determined that the above disclosure be included in this Annual Report on Form 10-K.~~and

18·

~~The~~Provide ~~members~~reasonable assurance regarding prevention or timely detection of ~~our~~unauthorized ~~Board~~acquisition, use or disposition of ~~Directors~~our ~~are:~~assets that could have a material effect on the financial statements.

~~David~~As ~~Richardson~~of June 30, 2011, our management conducted an assessment of the effectiveness of the Company's internal control over financial reporting. In making this assessment, management followed an approach based on the framework in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management has determined that the Company's internal control over financial reporting was effective as of June 30, 2011.

~~Joseph~~This ~~Rozelle~~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 temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

~~ITEM~~Changes ~~12.~~in ~~SECURITY~~Internal ~~OWNERSHIP~~Controls OFover ~~CERTAIN~~Financial ~~BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~Reporting.

~~Security~~There ~~ownership~~have ofbeen ~~certain~~no ~~beneficial~~changes ~~owners~~in our internal controls over financial reporting during our most recent fiscal year that has materially affected or is reasonably likely to materially affect our internal controls.

~~The~~ITEM following table sets forth, as of June 30, 2010, the number of Ordinary Shares owned of record and beneficially by our executive officers, directors and persons who hold 5% or more of our outstanding Ordinary Shares.9B

Name and Address	Amount and Nature of Beneficial Ownership	Percentage of Class
David Richardson* (2)	78,125	1.2%
Joseph Rozelle* (3)	0	0%
Nautilus Global Partners, LLC (4) 700 Gemini, Suite 100 Houston, TX 77058	781,250	12.1%
Millennium Group, Inc. (5) 9551 Wilshire Boulevard Second Floor Beverly Hills, CA 90212	5,468,500	85.4%
All Officers and Directors as a group (2 individuals)	78,125	1.2%

OTHER INFORMATION

* The address of MessrsNone. ~~Richardson and Rozelle is c/o Nautilus Global Business Partners, 700 Gemini, Suite 100, Houston, Texas 77058.~~

~~(1) Beneficial~~PART ownership is calculated based on the 998,275 Ordinary Shares outstanding as of the date hereof, together with securities exercisable or convertible into Ordinary Shares within sixty (60) days of the date hereof for each stockholder. Beneficial ownership is determined in accordance with Rule 13d-3 of the SEC. The number of Ordinary Shares beneficially owned by a person includes Ordinary Shares issuable upon conversion of securities and subject to options or warrants held by that person that are currently convertible or exercisable or convertible or exercisable within sixty (60) days of the date hereof. The Ordinary Shares issuable pursuant to those convertible securities, options or warrants are deemed outstanding for computing the percentage ownership of the person holding such convertible securities, options or warrants but are not deemed outstanding for the purposes of computing the percentage ownership of any other person.III

~~(2)~~ITEM ~~Includes~~10. 78DIRECTORS,~~125~~ ~~shares~~EXECUTIVE ~~held~~OFFICERS byAND ~~Mid-Ocean~~CORPORATE ~~Consulting Limited. Mr. Richardson is the owner and the President and CEO of Mid-Ocean Consulting Limited and has voting and investment control over such shares.~~GOVERNANCE

~~(3) Does~~Our ~~not~~officers ~~include~~and ~~781,250~~directors ~~shares~~and ~~held~~additional byinformation ~~Nautilus~~concerning ~~Global~~them ~~Partners. Mr.~~are ~~Rozelle~~as ~~is the President of Nautilus Global Partners but does not have voting or investment control over such shares.~~follows:


Name	Age	Position
David Richardson	53	Director

Joseph Rozelle	38	President, Chief Financial Officer, Director

(4) Christopher Efird owns 60% of the ownership interests of Nautilus and Benchmark Equity Group owns 10% of the ownership interests of Nautilus. Mr. Frank DeLape is the 100% owner of Benchmark. In addition, Mr. DeLape controls entities that collectively own 10% of the ownership interests of Nautilus. Mr. Stephen Taylor owns 20% of the ownership interests of Nautilus. Based upon their ownership interests in Nautilus, each of Efird, Benchmark, DeLape and Taylor may be deemed to be the indirect beneficial owners of the ordinary shares. Each of Efird, Benchmark, DeLape and Taylor disclaims beneficial ownership of such ordinary shares held by Nautilus, except to the extent of their respective pecuniary interests therein.15

~~(5)~~David ~~This~~Richardson. ~~figure~~David ~~consists~~Richardson has been one of our directors since September 2006. Mr. Richardson is an Executive Director of Lighthouse Capital Insurance Company (Fortis’ insurance affiliate in the ~~100~~Cayman Islands),~~000~~ ~~Series~~and Athe ~~Convertible~~President ~~Preference~~and ~~shares~~CEO ~~which~~of Mid-Ocean Consulting Group Ltd., ifwhich ~~converted~~guides both institutions and individuals on sophisticated international structuring and tax related strategies. From 2003 through 2005, ~~would~~Mr. beRichardson ~~converted~~served ~~into~~as 5the President of Oceanic Bank and Trust Limited’s Insurance Specialty Unit. Prior thereto,~~468~~ in 1996,~~500~~ he became the Head of Private Banking for MeesPierson, a Dutch merchant/private bank in the Cayman Islands. Following that, he became the Managing Director for MeesPierson (Bahamas) Ltd. and Chairman of Lighthouse Capital Insurance Company. David Richardson began his professional career in the investment business over 20 years ago, working for one of Canada’s ~~ordinary~~preeminent ~~shares~~investment houses; Walwyn, Stodgell, Cochrane and Murray (now Merrill Lynch Canada). ~~Jonathon~~ In ~~Mork~~1987, ~~owns~~he ~~100%~~joined the Bank of Bermuda in Bermuda as Portfolio Manager, where he personally oversaw the ~~ownership~~management ~~interests~~of in ~~Millennium~~excess ~~Group~~of $350 million for the Bank’s top tier clientele. From there he moved to the Bank of Bermuda’s wholly owned trust subsidiary, ~~Inc~~Bermuda Trust Company serving as Assistant Manager and Director of Americas’ marketing activities. Mr. Richardson is a graduate of the University of Toronto (Hon.BSc) with a post graduate degree from Northwestern University (NTS Graduate), as well as possessing a number of professional affiliations including a Member of STEP, the ITPA and the Bahamas International Insurance Association.

~~ITEM~~Joseph 13Rozelle. Joseph ~~CERTAIN~~Rozelle ~~RELATIONSHIPS~~has ~~AND~~been ~~RELATED~~one ~~TRANSACTIONS~~of our directors. In addition, ~~AND~~Mr. ~~DIRECTOR~~Rozelle ~~INDEPENDENCE~~has served as our President and Chief Financial Officer since September 2006. Mr. Rozelle is currently the President of Nautilus Global Partners, a Limited Liability Company dedicated to facilitation of “going public” transactions for foreign and domestic operating companies on the public United States Exchanges. Prior to joining Nautilus in 2006, Mr. Rozelle was a consultant with Accretive Solutions, providing Sarbanes-Oxley Compliance consulting and other accounting related consulting services. Prior thereto, Mr. Rozelle worked with Momentum Equity Group, LLC and Momentum Bio Ventures as a Principal Analyst in the spring of 2002 and winter of 2003, respectively. At Momentum, Mr. Rozelle was responsible for financial modeling, due diligence, and preparation of investment summaries for client companies. Prior to joining Momentum, Mr. Rozelle was an associate with Barclays Capital in the Capital Markets Group, specializing in asset securitization. Prior thereto, he was the Assistant Vice President of Planning and Financial Analysis for a regional commercial bank and was responsible for all of the corporate financial modeling, risk analysis, mergers and acquisition evaluation, and corporate budgeting. Before his tenure in commercial banking, Mr. Rozelle served as a senior auditor with Arthur Andersen, where he was involved in a variety of filings with the SEC involving corporate mergers, spin-offs, public debt offerings, and annual reports. Mr. Rozelle holds a Bachelors of Business Administration degree from the University of Houston and a Masters of Business Administration degree from the Jesse H. Jones School of Management at Rice University. Mr. Rozelle is also the sole director and sole executive officer of VPGI, Inc., a public corporation.

OnEach ~~September~~of ~~27,~~our ~~2006,~~directors weis ~~issued~~elected anby ~~aggregate~~holders of ~~859,375~~a majority of ~~our~~the ordinary shares to ~~the~~serve ~~individuals~~for ~~and~~a ~~entities~~term ~~set~~of ~~forth~~one ~~below~~year ~~for~~and ~~$110~~until inhis ~~cash~~successor is elected and qualified, which is generally at athe ~~purchase~~annual ~~price~~meeting of $0shareholders.~~000128~~ ~~per~~Officers ~~share~~serve at the will of the board, assubject ~~follows:~~to possible future employment agreements which would establish term, salary, benefits and other conditions of employment. No employment agreements are currently contemplated.

Name	Number of Shares	Relationship to Us
Nautilus Global Partners, LLC 700 Gemini, Suite 100 Houston, TX 77058	781,250	Joseph Rozelle, our President and Chief Financial Officer is the President of Nautilus Global Partners, LLC.
Mid-Ocean Consulting Limited Bayside House Bayside Executive Park West Bay Street & Blake Road Nassau, Bahamas	78,125	David Richardson, one of our directors is the owner, president and CEO of Mid-Ocean Consulting.

Significant Employees

Our Board of Directors does not have any policies or procedures that it follows in connection to transactions it undertakes with related parties. The determination of any policies or procedures will be made after we consummate a business combination.None

~~Director~~Family ~~Independence~~Relationships

~~Our Board of Directors does not believe that any of the directors qualify as independent under the rules of any of the national securities exchanges.~~None

~~ITEM 14.~~Involvement ~~PRINCIPAL~~in ~~ACCOUNTING~~Certain ~~FEES~~Legal ~~AND~~Proceedings. ~~SERVICES~~

~~The~~There ~~following~~have ~~table~~been ~~presents~~no ~~aggregate~~events ~~fees~~under ~~for~~any ~~professional~~bankruptcy ~~audit~~act, ~~services~~no ~~rendered~~criminal byproceedings ~~PMB~~and ~~Helin~~no ~~Donovan~~judgments, ~~LLP~~injunctions, ~~(“PMB~~orders ~~for~~or ~~the~~decrees ~~audits~~material ofto the ~~Company’s~~evaluation ~~annual~~of ~~financial~~the ~~statements~~ability ~~for~~and ~~the~~integrity ~~fiscal~~of ~~year~~any ~~ended~~director, ~~June~~executive 30officer, ~~2010~~promoter ~~and~~or ~~2009,~~control ~~and~~person ~~fees~~of ~~billed~~our ~~for~~Company ~~other~~during ~~services~~the ~~rendered~~past byfive ~~PMB~~years.

	2010		2009
Audit Fee (1)	$	1,030	$	1,626
Audit-Related Fees	$	-	$	-
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-

Board Committees

(1) Audit fees represent the aggregate fees billed for professional services rendered by PMB for the audit of our annual financial statements, review of financial statements included in our quarterly reports, review of registration statements or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years.16

20Our Board of Directors has no separate committees and our Board of Directors acts as the Audit Committee and the Compensation Committee. We do not have a qualified financial expert serving on our Board of Directors.

~~Pre-Approval~~Involvement of ~~Services~~Officers and Directors in Blank Check Companies

WeMessr. doRozelle ~~not~~is ~~have~~ an ~~audit~~officer ~~committee~~and Messrs. AsRichardson aand ~~result,~~Rozelle ~~our~~are ~~board~~currently ofserving ~~directors~~on ~~performs~~ the ~~duties~~boards of ~~an audit committee. Our board of~~ directors ~~evaluates~~for ~~and approves in advance~~ the ~~scope~~following ~~and~~entities, ~~cost~~each ofincorporated under the ~~engagement~~laws of ~~an auditor before~~ the ~~auditor~~Cayman ~~renders the audit and non-audit services. We do not rely on pre-approval policies and procedures.~~Islands:

~~ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.~~·

~~(a)~~IPKV ~~Financial~~Holdings, ~~Statements:~~Inc.

~~The list of financial statements filed as part of this annual report is provided on page F-1.~~·

~~(b) Exhibits:~~Juniper Growth Corporation

~~Exhibit~~·

~~Number Description~~Seven Seas Acquisition Corporation

~~3.1 Memorandum and Articles of Association (1)~~·

~~3.4 Board~~Global ~~Resolutions~~Growth ~~outlining the designation of preferences and rights for Series A Preference Shares~~Corporation

31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.·

~~32.1~~Bering ~~Certification~~Growth ~~of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~Corporation

~~_____________________~~·

~~(1) Previously~~Apollo ~~Filed~~Acquisition Corporation

~~SIGNATURES~~·

~~Pursuant~~Century Acquisition ~~to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Corporation

Date: October 12, 2010	PAN ASIAN CORPORATION
	By: /Joseph Rozelles/
	Name: Joseph Rozelle
	Title: President, Chief Financial Officer and Director

~~Pursuant~~Constellation toGrowth ~~the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.~~Corporation

Date: October 12, 2010	By: /s/ Joseph Rozelle
	Name: Joseph Rozelle
	Title: President, Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Date: October 12, 2010	By: /s/ David Richardson
	Name: David Richardson
	Title: Director

Eastern Acquisition Corporation

21·

~~Pan~~Emerging ~~Asian~~Acquisition Corporation

~~(A Development Stage Company)~~·

~~Index~~Evolution toAcquisition ~~Financial Statements~~Corporation

	PAGE
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of June 30, 2010 and 2009	F-3
Statements of Operations for the years ended June 30, 2010 and 2009 and the cumulative period from inception through June 30, 2010	F-4
Statements of Shareholders’ Deficit for the years ended June 30, 2010 and 2009 and the cumulative period from inception through June 30, 2010	F-5
Statements of Cash Flows for the years ended June 30, 2010 and 2009 and the cumulative period from inception through June 30, 2010	F-6
Notes to Financial Statements	F-7

~~Report~~Formative ofGrowth ~~Independent Registered Public Accounting Firm~~Corporation

~~The Board of Directors and Shareholders~~·

~~Pan~~Southern ~~Asian~~Growth Corporation:

We have audited the accompanying balance sheets of Pan Asian Corporation (the Company) (a development stage company) as of June 30, 2010 and 2009, and the related statements of operations, shareholders’ deficit, and cash flows for the years ended June 30, 2010 and 2009, and the cumulative period from inception (September 27, 2006) through June 30, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.·

WeSuperior ~~conducted~~Growth 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 audits 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. An audit also includes 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.Corporation

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pan Asian Corporation as of June 30, 2010 and 2009, and the results of its operations and its cash flows for the years ended June 30, 2010 and 2009, and the cumulative period from inception (September 27, 2006) through June 30, 2010, in conformity with generally accepted accounting principles in the United States of America.·

~~The~~Transatlantic ~~accumulated~~Acquisition deficit during the development stage for the period from date of inception (September 27, 2006) through June 30, 2010 is $18,479. PMB Helin Donovan, LLP /s/ PMB Helin Donovan, LLP October 12, 2010 Houston, TXCorporation

~~F-2~~·

Pan Asian Corporation

(AEach ~~Development~~of ~~Stage~~the ~~Company)~~foregoing entities was formed for the purpose of engaging in an acquisition or business combination of an operating business. Messrs. Richardson and Rozelle also were officers and directors in the following companies that were formed as blank check companies but later acquired operating businesses.

~~Balance Sheets~~·

	June 30,			June 30,
	2010			2009
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,422		$	1,426
Total assets	$	1,422		$	1,426
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Payable to affiliate	$	2,044		$	8,815
Accounts payable		1,132			1,154
Total current liabilities		3,176			9,969
SHAREHOLDERS’ DEFICIT
Preference shares, $0.000128 par value, 781,250 shares authorized, 100,000 and -0- issued and outstanding as of June 30, 2010 and June 30, 2009, respectively		13			--
Ordinary shares, $.000128 par value; 39,062,500 shares authorized;
998,275 shares issued and outstanding as of June 30, 2010 and June 30, 2009		128			128
Additional paid in capital		16,584			6,597
Deficit accumulated during development stage		(18,479	)		(15,268	)
Total shareholders’ deficit		(1,754	)		(8,543	)
Total liabilities and shareholders’ deficit	$	1,422		$	1,426

Six Diamonds Resorts International (formerly Matador Acquisition Corporation)

~~The accompanying notes are an integral part of these financial statements.~~·

~~F-3~~Hellenic Solutions Corporation (formerly Tiger Growth Corporation)

~~Pan Asian Corporation~~·

China Oumei Real Estate Inc. (Aformerly ~~Development~~Dragon ~~Stage~~Acquisition ~~Company~~Corporation)

~~Statements of Operations~~·

	Year Ended June 30, 2010			Year Ended June 30, 2009			Cumulative During Development Stage (September 27, 2006 to June 30, 2010)
Revenues	$	--		$	--		$	--
Expenses
Formation, general and administrative expenses		3,211			2,919			18,479
Total operating expenses		3,211			2,919			18,479
Operating loss		(3,211	)		(2,919	)		(18,479	)
Income tax expense (benefit)		--			--			--
Net loss	$	(3,211	)	$	(2,919	)	$	(18,479	)
Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.02	)
Weighted average ordinary shares outstanding – basic and diluted		998,275			932,440		$	915,724

Oriental Dragon Corporation (formerly Emerald Acquisition Corporation)

~~The accompanying notes are an integral part of these financial statements.~~·

~~F-4~~Tsingda EEDU Corporation (formerly Compass Acquisition Corporation)

~~Pan Asian Corporation~~·

ORB Automotive (Aformerly ~~Development~~Action ~~Stage~~Acquisition ~~Company~~Corporation)

~~Statements of Shareholders’ Deficit~~·

~~For~~China ~~the~~Growth ~~period from September 27, 2006 (Date of Inception) to June 30, 2010~~Corporation

	Preference Shares			Ordinary Shares			Additional Paid-In		Deficit Accumulated During Development
	Shares	Amount		Shares	Amount		Capital		Stage		Totals
Founder shares issued at inception at September 27, 2006	--	$	--	859,375	$	110	$	--	$	--	$	110
Net loss	--		--	--		--		--		(8,376)		(8,376)
Balance as of June 30, 2007	--		--	859,375		110		--		(8,376)		(8,266)
Net loss	--		--	--		--		--		(3,973)		(3,973)
Balance as of June 30, 2008	--		--	859,375		110		--		(12,349)		(12,239)
Sale of Ordinary shares	--		--	138,900		18		6,597		--		6,615
Net loss	--		--	--		--		--		(2,919)		(2,919)
Balance as of June 30, 2009	--		--	998,275		128		6,597		(15,268)		(8,543)
Sale of Preference shares	100,000		13	--		--		9,987		--		10,000
Net loss	--		--	--		--		--		(3,211)		(3,211)
Balance as of June 30, 2010	100,000	$	13	998,275	$	128	$	16,584	$	(18,479)	$	(1,754)

~~The~~Lunar ~~accompanying~~Growth ~~notes~~Corporation ~~are an integral part of these financial statements.~~

~~F-5~~·

~~Pan~~Toda ~~Asian~~International Holdings Inc (formerly Summit Growth Corporation)

Section 16(Aa) ~~Development~~Beneficial ~~Stage~~Ownership ~~Company)~~Reporting Compliance

~~Statements~~Section 16(a) of ~~Cash~~the ~~Flows~~Securities Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file reports of ownership and changes in ownership of our common stock with the Securities and Exchange Commission. Directors, executive officers and persons who own more than 10% of our common stock are required by Securities and Exchange Commission regulations to furnish to us copies of all Section 16(a) forms they file.

	Year Ended June 30, 2010			Year Ended June 30, 2009			Cumulative During Development Stage (September 27, 2006 to June 30, 2010)
Cash flows from operating activities
Net loss	$	(3,211	)	$	(2,919	)	$	(18,479	)
Adjustments to reconcile net loss to cash used in operating activities:
Shares issued to Founder for payment of formation costs		--			--			110
Changes in operating assets and liabilities
Payable to affiliate		(6,771	)		(2,671	)		2,044
Accounts payable		(22	)		401			1,132
Net cash used in operating activities		(10,004	)		(5,189	)		(15,193	)
Cash flows from investing activities
Net cash provided by investing activities		--			--			--
Cash flows from financing activities
Proceeds from issuance of shares		10,000			6,615			16,615
Net cash provided by financing activities		10,000			6,615			16,615
Net increase (decrease) in cash		(4	)		1,426			1,422
Cash at beginning of the period		1,426			--			--
Cash at end of the period	$	1,422		$	1,426		$	1,422
Supplemental disclosures of cash flow information:
Interest paid	$	--		$	--		$	--
Income taxes paid	$	--		$	--		$	--

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners are current as of October 3, 2011.

~~The accompanying notes are an integral part of these financial statements.~~17

~~F-6~~Code of Ethics

~~Pan~~We ~~Asian~~have ~~Corporation~~not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, because of the small number of persons involved in the management of the Company.

(AITEM ~~Development Stage Company)~~11.

~~NOTES~~EXECUTIVE ~~TO CONDENSED FINANCIAL STATEMENTS~~COMPENSATION

~~June~~None ~~30,~~of ~~2010~~our officers or directors has received any cash remuneration since inception. No remuneration of any nature has been paid for or on account of services rendered by a director in such capacity. None of the officers and directors intends to devote more than a few hours a week to our affairs.

~~NOTE~~It 1is -possible ~~Organization~~that, ~~Business~~after ~~and~~we ~~Operations~~successfully consummate a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity.

OnWe ~~September~~have ~~27,~~not ~~2006,~~adopted ~~Pan Asian Corporation (the "Company") was formed in the Cayman Islands with the objective to acquire~~retirement, ~~or merge with~~pension, anprofit ~~operating business. The Company’s formation and administrative costs of $2~~sharing,~~592~~ ~~were~~stock ~~financed~~option ~~through~~or ~~the~~insurance ~~issuance~~programs ofor ~~859,375~~other ~~shares~~similar ofprograms ~~ordinary shares at par value of $0.000128 per share~~ for ~~consideration of $110 together with a payable to~~ the ~~Founders~~benefit of ~~$2,482~~our employees.

AtThere ~~June~~are ~~30,~~no ~~2010,~~understandings ~~the~~or ~~Company~~agreements ~~had~~regarding ~~not~~compensation ~~yet~~our ~~commenced~~management ~~operations.~~will ~~All~~receive ~~activity~~after ~~from~~a ~~September~~business ~~27,~~combination ~~2006~~that ~~(“Date~~is ofrequired ~~Inception”) through June 30, 2010 relates~~ to ~~the~~be ~~Company’s~~included ~~formation.~~in ~~The~~this ~~Company~~table, ~~selected~~or ~~June 30 as its fiscal year-end~~otherwise.

~~The~~Compensation ~~Company,~~Discussion ~~based on its proposed business activities, is a "blank check" company. The Securities~~ and Exchange Commission defines such a company as “a development stage company” as it either has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and has issued ‘penny stock,’ as defined in Rule 3a51-1 under the Securities Exchange Act of 1934. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in its securities, either debt or equity, until the Company concludes a business combination with an operating entity.Analysis

~~The~~Since ~~Company~~we ~~was~~do ~~organized~~not tocurrently ~~acquire~~have aan ~~target~~operating ~~company or~~ business, ~~seeking~~our ~~the~~officers ~~perceived~~do ~~advantages~~not ofreceive ~~being~~any acompensation ~~publicly-held~~for ~~company~~their ~~and,~~service to aus; ~~lesser extent~~and, ~~that~~since ~~desires~~we tohave ~~employ~~no ~~the~~other ~~Company’s~~employees, ~~funds~~we indo ~~its~~not ~~business.~~have ~~The~~any ~~Company’s~~compensation ~~principal~~policies, ~~business~~procedures, ~~objective~~objectives ~~for~~or ~~the~~programs ~~next~~in 12place. ~~months~~We ~~and beyond~~ will beadopt toappropriate ~~achieve~~compensation ~~long-term~~policies, ~~growth~~procedures, ~~potential~~objectives ~~through~~or aprograms ~~business~~as ~~combination~~necessary ~~rather~~after ~~than~~an ~~short-term~~acquisition ~~earnings~~is consummated. ~~The~~However, ~~Company~~it ~~will~~is ~~not~~anticipated ~~restrict~~that, ~~its~~after ~~potential~~the ~~candidate~~consummation ~~target~~of ~~companies~~an ~~to any specific business~~acquisition, ~~industry~~the orcompensation ~~geographical~~for ~~location.~~our ~~The~~senior ~~analysis~~executives ~~of new business opportunities~~ will be ~~undertaken~~comprised byof orfour ~~under~~elements: ~~the~~a ~~supervision~~base ofsalary, ~~the~~an ~~officers~~annual ~~and~~performance ~~directors~~bonus, ofequity ~~the~~and ~~Company~~benefits.

~~NOTE~~We 2further -anticipate ~~Summary~~that after the consummation of ~~Significant~~an ~~Accounting~~acquisition, ~~Policies~~our Board of Directors will form a compensation committee having as part of its responsibilities, the development of salary ranges, potential bonus payouts, equity awards and benefit plans.

~~Basis~~Compensation ofCommittee ~~Presentation~~Interlocks and Insider Participation

~~These~~Our ~~financial~~Board ~~statements are presented on the accrual basis~~ of ~~accounting~~Directors indoes ~~accordance~~not ~~with~~have ~~generally~~a ~~accepted~~compensation ~~accounting~~committee ~~principles~~and in the ~~United~~entire ~~State~~Board of ~~America,~~Directors ~~whereby~~performs ~~revenues are recognized in~~ the ~~period~~functions ~~earned~~of ~~and~~a ~~expenses~~compensation ~~when incurred~~committee. ~~The Company also follows the accounting guidelines for accounting for and reporting in Development Stage Enterprise in preparing its financial statements.~~

~~Statement~~No member of ~~Cash~~our ~~Flows~~Board of Directors has a relationship that would constitute an interlocking relationship with our executive officers or directors or another entity.

~~For~~Compensation ~~purposes~~Committee ~~of the statement of cash flows, we consider all highly liquid investments (i.e., investments which, when purchased, have original maturities of three months or less) to be cash equivalents.~~Report

~~Use~~Our Board of ~~Estimates~~Directors does not have a compensation committee and the entire board of directors performs the functions of a compensation committee.

~~The~~Our ~~preparation~~Board of ~~financial~~Directors ~~statements~~has inreviewed ~~conformity~~and ~~with~~discussed ~~accounting principles generally accepted in~~ the ~~United~~discussion ~~States of America requires management to make estimates~~ and ~~assumptions~~analysis ~~that~~of ~~affect~~our ~~the~~compensation ~~reported~~which ~~amounts~~appears ofabove ~~assets~~with ~~and~~management, ~~liabilities~~ and, ~~disclosure~~based ofon ~~contingent~~such ~~assets~~review and ~~liabilities~~discussion, at the ~~date~~board of ~~the~~directors ~~financial~~determined ~~statements~~that ~~and~~the ~~reported~~above ~~amounts~~disclosure ofbe ~~revenue~~included ~~and~~in ~~expenses~~this ~~during~~Annual ~~the~~Report ~~reporting~~on ~~period.~~Form ~~Actual results could differ from those estimates~~10-K.

~~F-7~~The members of our Board of Directors are:

~~NOTE~~David ~~2 - Summary of Significant Accounting Policies (Continued)~~Richardson

~~Loss~~Joseph ~~Per Ordinary Share~~Rozelle

Basic loss per ordinary share is based on the weighted effect of ordinary shares issued and outstanding, and is calculated by dividing net loss by the weighted average shares outstanding during the period. Diluted loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares used in the basic loss per share calculation plus the number of ordinary shares that would be issued assuming exercise or conversion of all potentially dilutive ordinary shares outstanding. The Company does not present diluted earnings per share for years in which it incurred net losses as the effect is antidilutive.18

AsITEM ~~of June 30, 2010 there were 100,000 preference shares outstanding, which are convertible into 5,468,500 potentially dilutive ordinary shares outstanding~~12. ~~At June 30, 2009, there were no potentially dilutive ordinary shares outstanding.~~

OnSECURITY ~~March~~OWNERSHIP 1,OF ~~2008,~~CERTAIN ~~the~~BENEFICIAL ~~Company~~OWNERS ~~consolidated~~AND ~~the~~MANAGEMENT ~~authorized~~AND ~~ordinary~~RELATED ~~share~~STOCKHOLDER capital of the Company from 50,000,000 ordinary shares of $0.0001 par value each to 39,062,500 ordinary shares of $0.000128 par value each. This resulted in every shareholder as of March 1, 2008 receiving 0.78125 ordinary shares for every ordinary share previously held. This was treated as a stock split for U.S. GAAP purposes, and all share and per share data is presented as if the consolidation took place as of the date of inception, September 27, 2006. On March 1, 2008, the Company also consolidated the authorized preference share capital of the Company from 1,000,000 preference shares of $0.0001 par value each to 781,250 preference shares of $0.000128 par value.MATTERS

~~Income~~Security ~~Taxes~~ownership of certain beneficial owners.

~~Pan~~The ~~Asian~~following ~~Corporation~~table ~~was~~sets ~~registered~~forth, as anof ~~Exempted~~June ~~Company in the Cayman Islands~~30, ~~and therefore~~2011, ~~is not subject to Cayman Island income taxes for 20 years from~~ the ~~Date~~number of ~~Inception. While~~Ordinary ~~the~~Shares ~~Company~~owned ~~has no intention~~ of ~~conducting~~record ~~any~~and ~~business~~beneficially ~~activities~~by inour ~~the~~executive ~~United States~~officers, ~~the~~directors ~~Company~~and ~~would~~persons bewho ~~subject~~hold to5% ~~United~~or ~~States~~more ~~income~~of ~~taxes~~our ~~based~~outstanding onOrdinary ~~such activities that would occur in the United States~~Shares.

The Company accounts for income taxes using the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. In assessing the realization of deferred tax assets, management considers whether it is likely that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during periods in which those temporary differences become deductible.


Name and Address	Amount and Nature of Beneficial Ownership	Percentage of Class

David Richardson* (2)	78,125	1.2%

Joseph Rozelle* (3)	0

Nautilus Global Partners, LLC (4) 700 Gemini, Suite 100 Houston, TX 77058	781,250	12.1%

Millennium Group, Inc. (5) 9551 Wilshire Boulevard Second Floor Beverly Hills, CA 90212	5,468,500	85.4%

All Officers and Directors as a group (2 individuals)	78,125	1.2%

~~Fair~~* ~~Value~~The address of ~~Financial~~Messrs. ~~Instruments~~Richardson and Rozelle is c/o Nautilus Global Business Partners, 700 Gemini, Suite 100, Houston, Texas 77058.

~~Our financial instruments consist of accounts payable and payables to an affiliate. We believe the fair value of our payables reflects their carrying amounts.~~(1)

InBeneficial ~~2007,~~ownership ~~the~~is ~~FASB~~calculated ~~issued~~based ~~new~~on ~~guidance~~the ~~relating~~998,275 toOrdinary ~~the~~Shares ~~measurement~~outstanding ~~and~~as ~~disclosure~~ of ~~financial~~the ~~assets~~date ~~and~~hereof, ~~liabilities. This~~together ~~guidance~~with ~~established~~securities aexercisable ~~framework~~or ~~for~~convertible ~~measuring~~into ~~fair~~Ordinary ~~value~~Shares inwithin ~~GAAP~~sixty ~~and~~(60) ~~clarified~~days of the ~~definition~~date ofhereof ~~fair~~for ~~value~~each ~~within~~stockholder. Beneficial ~~that~~ownership ~~framework.~~is ~~This~~determined ~~guidance~~in ~~does~~accordance ~~not~~with ~~require~~Rule ~~assets~~13d-3 ~~and~~of ~~liabilities~~the ~~that~~SEC. ~~were~~The ~~previously~~number ~~recorded~~of atOrdinary ~~cost~~Shares tobeneficially beowned ~~recorded~~by ata ~~fair~~person ~~value~~includes orOrdinary ~~for~~Shares ~~assets~~issuable ~~and~~upon ~~liabilities~~conversion ~~that~~of ~~are~~securities ~~already~~and ~~required~~subject to beoptions ~~disclosed at fair value, This guidance introduced,~~ or ~~reiterated,~~warrants aheld ~~number~~by ofthat ~~key~~person ~~concepts~~that ~~which~~are ~~form~~currently ~~the~~convertible ~~foundation~~or ofexercisable ~~the~~or ~~fair~~convertible ~~value~~or ~~measurement~~exercisable ~~approach~~within tosixty be(60) ~~used~~days ~~for~~of ~~financial~~the ~~reporting~~date ~~purposes~~hereof. The ~~fair~~Ordinary ~~value~~Shares ofissuable ~~the~~pursuant ~~Company’s financial instruments reflects the amounts that the Company estimates~~ to ~~receive~~those inconvertible ~~connection~~securities, ~~with~~options ~~the~~or ~~sale~~warrants ofare andeemed ~~asset~~outstanding orfor ~~paid~~computing ~~in connection with~~ the ~~transfer~~percentage ownership of ~~a liability in an orderly transaction between market participants at~~ the ~~measurement~~person ~~date~~holding ~~(exit~~such ~~price).~~convertible ~~This~~securities, ~~guidance~~options ~~also~~or ~~established~~warrants abut ~~fair~~are ~~value~~not ~~hierarchy~~deemed ~~that~~outstanding ~~prioritizes~~for the ~~use~~purposes of ~~inputs~~computing ~~used~~the inpercentage ~~valuation~~ownership ~~techniques~~of ~~into~~any ~~the~~other ~~following three levels:~~person.

~~Level~~(2) ~~1—quoted prices in active markets for identical assets and liabilities.~~

FIncludes 78,125 shares held by Mid-8Ocean Consulting Limited. Mr. Richardson is the owner and the President and CEO of Mid-Ocean Consulting Limited and has voting and investment control over such shares.

~~NOTE 2 - Summary of Significant Accounting Policies~~ (~~Continued~~3)

~~Level~~Does ~~2—observable~~not ~~inputs~~include ~~other~~781,250 ~~than~~shares ~~quoted~~held ~~prices~~by inNautilus ~~active~~Global ~~markets~~Partners. Mr. ~~for~~Rozelle ~~identical~~is ~~assets~~the ~~and~~President ~~liabilities~~of Nautilus Global Partners but does not have voting or investment control over such shares.

~~Level 3—unobservable inputs.~~(4)

~~The~~Mr. ~~adoption~~Christopher ofEfird ~~this~~owns ~~guidance~~60% ~~did~~of ~~not~~the ~~have~~ownership aninterests ~~effect~~of onNautilus ~~the~~and ~~Company’s~~Mr. ~~financial~~Stephen ~~condition~~Taylor orowns ~~results~~40% of ~~operations,~~the ~~but~~ownership ~~this~~interests ~~guidance~~of ~~introduced~~Nautilus. ~~new~~Based ~~disclosures~~upon ~~about~~their ~~how~~ownership weinterests ~~value~~in ~~certain~~Nautilus, ~~assets and liabilities~~Messrs. ~~Much~~Efird ofand ~~the~~Taylor ~~disclosure~~may isbe ~~focused~~deemed ~~on the inputs used~~ to ~~measure~~be ~~fair~~the ~~value,~~indirect ~~particularly~~beneficial inowners ~~instances~~of ~~where~~ the ~~measurement~~ordinary ~~uses~~shares. ~~significant unobservable (Level 3) inputs~~Messrs. AsEfird ~~of June 30, 2010~~ and ~~2009,~~Taylor ~~the~~disclaim ~~Company~~beneficial ~~did~~ownership ~~not~~of ~~have~~such ~~financial~~ordinary ~~assets~~shares orheld ~~liabilities~~by ~~that~~Nautilus, ~~would~~except ~~require~~to ~~measurement~~the onextent aof ~~recurring~~their ~~basis~~respective ~~based~~pecuniary oninterests ~~this guidance~~therein.

~~Recently Issued Accounting Pronouncements~~19

~~In May 2009, the FASB issued SFAS No. 165, Subsequent Events~~ (~~ASC 855, Subsequent Events~~5) “ASC 855”. ACS 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, ASC 855 provides (a) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (b) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (c) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. ASC 855 is effective for interim or annual financial periods ending after June 15, 2009, and shall be applied prospectively. The Company adopted ASC 855 in the second quarter of 2009. The adoption did not materially impact the Company. We considered all subsequent events through October 12, 2010, the date the financial statements were available to be issued.

InThis ~~June~~figure ~~2009,~~consists ~~FASB~~of ~~issued~~the ~~SFAS No.168~~100,000 ~~FASB~~Series ~~Accounting~~A ~~Standards~~Convertible ~~Codification~~Preference TMshares ~~and~~which, ~~the~~if ~~Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 (ASC 105~~converted, ~~Generally~~would ~~Accepted~~be ~~Accounting~~converted ~~Principles)~~into ~~“ASC 105”~~5,468,500 ~~which states that the FASB Accounting Standards CodificationTM (Codification) will become the source~~ of ~~authoritative U.S. generally accepted accounting principles (GAAP) recognized by~~ the ~~FASB~~Company’s toordinary ~~be applied by nongovernmental entities~~shares. Jonathon OnMork ~~the~~owns ~~effective~~100% ~~date~~ of ~~this Statement,~~ the ~~Codification~~ownership ~~will~~interests ~~supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included~~ in ~~the~~Millennium ~~Codification will become non-authoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15~~Group, ~~2009~~Inc. The codification is effective for these third quarter financial statements and the principal impact is limited to disclosures as all future references to authoritative literature will be reference in accordance with the codification.

InITEM ~~August 2009, the FASB issued Accounting Standards Update (“ASU”) No~~13. 2009-05, Fair Value Measurements and Disclosures (Topic 820) – Measuring Liabilities at Fair Value. This ASU provides amendments for fair value measurements of liabilities. It provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more techniques. ASU 2009-05 also clarifies that when estimating a fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. ASU 2009-05 is effective for the first reporting period (including interim periods) beginning after issuance or fourth quarter 2009. The implementation of the fair value guidance for nonfinancial assets and nonfinancial liabilities, effective October 1, 2009, did not have a material impact on our financial position and results of operations.

InCERTAIN ~~October~~RELATIONSHIPS ~~2009,~~AND ~~the~~RELATED ~~FASB issued amendments to the accounting and disclosure for revenue recognition. These amendments~~TRANSACTIONS, ~~effective~~AND ~~for~~DIRECTOR fiscal years beginning on or after June 15, 2010 (early adoption is permitted), modify the criteria for recognizing revenue in multiple element arrangements and the scope of what constitutes a non-software deliverable. The Company is currently assessing the impact (if any) on its financial position and results of operations.INDEPENDENCE

~~Other~~On ~~accounting~~September ~~standards~~27, ~~that~~2006, ~~have~~we ~~been~~ issued oran ~~proposed~~aggregate byof ~~the~~859,375 ~~FASB~~of orour ~~other~~ordinary ~~standards-setting~~shares ~~bodies~~to ~~are~~the ~~not~~individuals ~~expected~~and toentities ~~have~~set aforth ~~material~~below ~~impact~~for on$110 ~~the~~in ~~Company’s~~cash, ~~financial~~at ~~position,~~a ~~results~~purchase price of ~~operations~~$0.000128 ~~and~~per ~~cash~~share, ~~flows.~~as follows:

F-9


Name	Number of Shares	Relationship to Us

Nautilus Global Partners, LLC 700 Gemini, Suite 100 Houston, TX 77058	781,250	Joseph Rozelle, our President and Chief Financial Officer is the President of Nautilus Global Partners, LLC.

Mid-Ocean Consulting Limited Bayside House Bayside Executive Park West Bay Street & Blake Road Nassau, Bahamas	78,125	David Richardson, one of our directors is the owner, president and CEO of Mid-Ocean Consulting.

~~NOTE~~Our 3Board -of ~~Liquidity~~Directors ~~and~~does ~~Capital~~not ~~Resources~~have any policies or procedures that it follows in connection to transactions it undertakes with related parties. The determination of any policies or procedures will be made after we consummate a business combination.

~~The~~Director Company has no revenues for the period from inception (September 27, 2006) through June 30, 2010, and does not intend to realize revenues until the consummation of a merger with an operating entity. The Company’s principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a business combination rather than short-term earnings. There can be no assurance that the Company will ever consummate the business combination; achieve or sustain profitability or positive cash flows from its operations, reduce expenses or sell ordinary shares. To date, the Company has funded its formation activities primarily through issuances of its ordinary shares and a payable to affiliate.Independence

~~NOTE~~Our 4Board -of ~~Payable~~Directors todoes ~~Affiliate~~not ~~and~~believe ~~Accounts~~that ~~Payable~~any of the directors qualify as independent under the rules of any of the national securities exchanges.

~~The~~ITEM ~~Company had a payable to affiliate of $2,044, and $8,815 to a Founder of the Company as of June 30, 2010 and June 30, 2009, respectively~~14. The payable is non-interest bearing and payable on demand. The Company also had accounts payable related to the formation of the Company and general and administrative expenses of $1,132 and $1,154 as of June 30, 2010 and 2009, respectively.

~~NOTE~~ PRINCIPAL 5ACCOUNTING -FEES ~~Ordinary~~AND ~~Shares~~SERVICES

OnThe ~~September~~following ~~27,~~table ~~2006,~~presents ~~the~~aggregate ~~Company~~fees ~~was formed with 859,375 shares of its restricted ordinary shares issued at par value of $0.000128 per share,~~ for ~~consideration~~professional ofaudit ~~$110~~services torendered ~~its~~by ~~founding~~PMB ~~shareholders. The~~Helin ~~stock~~Donovan, ~~along~~LLP ~~with~~(“PMB afor ~~payable issued to a Founder of $2,482, were~~ the ~~basis~~audits of the ~~funding of the~~ Company’s ~~formation~~annual ~~costs. On~~financial ~~December~~statements ~~21,~~for ~~2008,~~ the ~~Company~~fiscal ~~sold~~year ~~138,900~~ended ~~shares~~June of30, ~~its~~2011 ~~restricted~~and ~~ordinary shares for $6~~2009,~~615.~~ ~~The~~and ~~restricted~~fees ~~ordinary~~billed ~~shares~~for ~~were~~other ~~sold~~services torendered ~~approximately~~by ~~450 offshore private investors pursuant to a Private Placement Offering in lots of 300 shares each at approximately $0~~PMB.~~05 per share. No underwriting discounts or commissions were paid with respect to such sales.~~

NOTE 6 - Preference Shares


	2011		2010

Audit Fee (1)	$	2,971	$	987
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-

The Company is authorized to issue 781,250 shares of preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At June 30, 2010, the Company issued 100,000 Series A preference shares for $10,000, which are convertible at the option of the holder into 5,468,500 of the Company’s ordinary shares. These shares carry all of the rights of ordinary shares as if converted. The Series A preference shares are convertible, at the option of the shareholder, beginning on June 18, 2010. If the shareholder does not exercise its conversion right, the Company has the right to repurchase the Preference shares beginning on June 18, 2012 for $10,000, plus any declared and unpaid dividends. As of June 30, 2010 and through September 23, 2010, the preference shareholder did not exercise their conversion right.(1)

~~NOTE~~Audit 7fees -represent ~~Commitments~~the aggregate fees billed for professional services rendered by PMB for the audit of our annual financial statements, review of financial statements included in our quarterly reports, review of registration statements or services that are normally provided in connection with statutory and ~~Contingencies~~regulatory filings or engagements for those fiscal years.

The Company may become subject to various claims and litigation. The Company vigorously defends its legal position when these matters arise. The Company is neither a party to, nor the subject of, any material pending legal proceeding nor to the knowledge of the Company, are any such legal proceedings threatened against the Company.20

~~NOTE~~Pre-Approval 8of ~~– Subsequent Events~~Services

~~The~~We ~~Company~~do ~~considered~~not ~~all~~have ~~subsequent~~an ~~events~~audit ~~through~~committee. ~~October~~As ~~12,~~a ~~2010~~result, our board of directors performs the ~~date~~duties of an audit committee. Our board of directors evaluates and approves in advance the ~~financial~~scope ~~statements~~and ~~were~~cost ~~available~~of tothe beengagement ~~issued~~of an auditor before the auditor renders the audit and non-audit services. We do not rely on pre-approval policies and procedures.

~~F-10~~ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a) Financial Statements:

The list of financial statements filed as part of this annual report is provided on page F-1.

(b) Exhibits:

Exhibit

Number

Description

3.1

Memorandum and Articles of Association (1)

3.4

Board Resolutions outlining the designation of preferences and rights for Series A Preference Shares

31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

_____________________

(1)

Previously Filed

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: October 3, 2011	PAN ASIAN CORPORATION


	By: /s/ Joseph Rozelle
	Name: Joseph Rozelle
	Title: President, Chief Financial Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



Date: October 3, 2011	By: /s/ Joseph Rozelle
	Name: Joseph Rozelle

Title: President, Chief Financial Officer and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)



Date: October 3, 2011	By: /s/ David Richardson
	Name: David Richardson
	Title: Director

Pan Asian Corporation

(A Development Stage Company)

Index to Financial Statements


	PAGE

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheets as of June 30, 2011 and 2010	F-3

Statements of Operations for the years ended June 30, 2011 and 2010 and the cumulative period from inception through June 30, 2011	F-4

Statements of Shareholders’ Deficit for the years ended June 30, 2011 and 2010 and the cumulative period from inception through June 30, 2011	F-5

Statements of Cash Flows for the years ended June 30, 2011 and 2010 and the cumulative period from inception through June 30, 2011	F-6

Notes to Financial Statements	F-7

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Pan Asian Corporation:

We have audited the accompanying balance sheets of Pan Asian Corporation (the Company) (a development stage company) as of June 30, 2011 and 2010, and the related statements of operations, shareholders’ deficit, and cash flows for the years ended June 30, 2011 and 2010, and the cumulative period from inception (September 27, 2006) through June 30, 2011. These financial statements are the responsibility of the Company’s management. 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 audits 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. An audit also includes 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 Pan Asian Corporation as of June 30, 2011 and 2010, and the results of its operations and its cash flows for the years ended June 30, 2011 and 2010, and the cumulative period from inception (September 27, 2006) through June 30, 2011, in conformity with generally accepted accounting principles in the United States of America.

The accumulated deficit during the development stage for the period from date of inception (September 27, 2006) through June 30, 2011 is $23,518.

PMB Helin Donovan, LLP

/s/ PMB Helin Donovan, LLP

October 3, 2011

Houston, TX

F-2

Pan Asian Corporation

(A Development Stage Company)

Balance Sheets


	June 30,			June 30,
	2011			2010

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	--		$	1,422

Total assets	$	--		$	1,422

LIABILITIES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES
Payable to affiliate	$		6,103	$	2,044
Accounts payable			690		1,132

Total current liabilities			6,793		3,176


SHAREHOLDERS’ DEFICIT

Preference shares, $0.000128 par value, 781,250 shares Authorized, 100,000 issued and outstanding as of June 30, 2011 and June 30, 2010			13		13

Ordinary shares, $.000128 par value; 39,062,500 shares authorized; 998,275 shares issued and outstanding as of June 30, 2011 and June 30, 2010			128		128
Additional paid in capital			16,584		16,584
Deficit accumulated during development stage			(23,518)		(18,479)
Total shareholders’ deficit			(6,793)		(1,754)
Total liabilities and shareholders’ deficit	$		--	$	1,422

The accompanying notes are an integral part of these financial statements.

F-3

Pan Asian Corporation

(A Development Stage Company)

Statements of Operations


	Year Ended June 30, 2011		Year Ended June 30, 2010		Cumulative During Development Stage (September 27, 2006 to June 30, 2011)

Revenues	$	--	$	--	$	--

Expenses
Formation, general and administrative expenses		5,039		3,211		23,518
Total operating expenses		5,039		3,211		23,518

Operating loss		(5,039)		(3,211)		(23,518)

Income tax expense (benefit)		--		--		--

Net loss	$	(5,039)	$	(3,211)	$	(23,518)

Basic and diluted loss per share	$	(0.01)	$	(0.00)	$	(0.03)
Weighted average ordinary shares outstanding – basic and diluted		998,275		998,275		929,458

The accompanying notes are an integral part of these financial statements.

F-4

Pan Asian Corporation

(A Development Stage Company)

Statements of Shareholders’ Deficit

For the period from September 27, 2006 (Date of Inception) to June 30, 2011


	Preference Shares		Ordinary Shares		Additional Paid-In		Deficit Accumulated During Development
	Shares	Amount	Shares	Amount	Capital		Stage		Totals

Founder shares issued at inception at September 27, 2006	--	$ --	859,375	$ 110		$ --		$ --		$ 110
Net loss	--	--	--	--		--		(8,376)		(8,376)

Balance as of June 30, 2007	--	--	859,375	110		--		(8,376)		(8,266)
Net loss	--	--	--	--		--		(3,973)		(3,973)

Balance as of June 30, 2008	--	--	859,375	110		--		(12,349)		(12,239)
Sale of Ordinary shares	--	--	138,900	18		6,597		--		6,615
Net loss	--	--	--	--		--		(2,919)		(2,919)

Balance as of June 30, 2009	--	--	998,275	128		6,597		(15,268)		(8,543)
Sale of Preference shares	100,000	13	--	--		9,987		--		10,000
Net loss	--	--	--	--		--		(3,211)		(3,211)

Balance as of June 30, 2010	100,000	13	998,275	128		16,584		(18,479)		(1,754)
Net loss	--	--	--	--		--		(5,039)		(5,039)

Balance as of June 30, 2011	100,000	$ 13	998,275	$ 128		$ 16,584		$ (23,518)		$ (6,793)

The accompanying notes are an integral part of these financial statements.

F-5

Pan Asian Corporation

(A Development Stage Company)

Statements of Cash Flows


	Year Ended June 30, 2011		Year Ended June 30, 2010		Cumulative During Development Stage (September 27, 2006 to June 30, 2011)
Cash flows from operating activities
Net loss	$	(5,039)	$	(3,211)	$	(23,518)
Adjustments to reconcile net loss to cash used in operating activities:
Shares issued to Founder for payment of formation costs		--		--		110
Changes in operating assets and liabilities
Payable to affiliate		4,059		(6,771)		6,103
Accounts payable		(442)		(22)		690
Net cash used in operating activities		(1,422)		(10,004)		(16,615)

Cash flows from investing activities
Net cash provided by investing activities		--		--		--

Cash flows from financing activities
Proceeds from issuance of preference shares		--		10,000		10,000
Proceeds from issuance of ordinary shares		--		--		6,615
Net cash provided by financing activities		--		10,000		16,615

Net increase (decrease) in cash		(1,422)		(4)		--

Cash at beginning of the period		1,422		1,426		--
Cash at end of the period	$	--	$	1,422	$	--

Supplemental disclosures of cash flow information:
Interest paid	$	--	$	--	$	--
Income taxes paid	$	--	$	--	$	--

The accompanying notes are an integral part of these financial statements.

F-6

Pan Asian Corporation

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2011

NOTE 1 - Organization, Business and Operations

On September 27, 2006, Pan Asian Corporation (the "Company") was formed in the Cayman Islands with the objective to acquire, or merge with, an operating business. The Company’s formation and administrative costs of $2,592 were financed through the issuance of 859,375 shares of ordinary shares at par value of $0.000128 per share for consideration of $110 together with a payable to the Founders of $2,482.

At June 30, 2011, the Company had not yet commenced operations. All activity from September 27, 2006 (“Date of Inception”) through June 30, 2011 relates to the Company’s formation. The Company selected June 30 as its fiscal year-end.

The Company, based on its proposed business activities, is a "blank check" company. The Securities and Exchange Commission defines such a company as “a development stage company” as it either has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and has issued "penny stock", as defined in Rule 3a51-1 under the Securities Exchange Act of 1934. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in its securities, either debt or equity, until the Company concludes a business combination with an operating entity.

The Company was organized to acquire a target company or business seeking the perceived advantages of being a publicly-held company and, to a lesser extent that desires to employ the Company’s funds in its business. The Company’s principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a business combination rather than short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location. The analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company.

NOTE 2 - Summary of Significant Accounting Policies

Basis of Presentation

These financial statements are presented on the accrual basis of accounting in accordance with generally accepted accounting principles in the United State of America, whereby revenues are recognized in the period earned and expenses when incurred. The Company also follows the accounting guidelines for accounting for and reporting in Development Stage Enterprise in preparing its financial statements.

Statement of Cash Flows

For purposes of the statement of cash flows, we consider all highly liquid investments (i.e., investments which, when purchased, have original maturities of three months or less) to be cash equivalents.

F-7

NOTE 2 - Summary of Significant Accounting Policies (Continued)

Use of Estimates

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

Loss Per Ordinary Share

At June 30, 2011 and June 30, 2010, there were no potentially dilutive ordinary shares outstanding.

Income Taxes

Pan Asian Corporation was registered as an Exempted Company in the Cayman Islands, and therefore, is not subject to Cayman Island income taxes for 20 years from the Date of Inception. While the Company has no intention of conducting any business activities in the United States, the Company would be subject to United States income taxes based on such activities that would occur in the United States.

Fair Value of Financial Instruments

Our financial instruments consist of accounts payable and payables to an affiliate. We believe the fair value of our payables reflects their carrying amounts.

The fair value of the Company’s financial instruments reflects the amounts that the Company estimates to receive in connection with the sale of an asset or paid in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). The guidance also established a fair value hierarchy that prioritizes the use of inputs used in valuation techniques into the following three levels:

Level 1 – quoted prices in active markets for identical assets and liabilities.

Level 2 – observable inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3 – unobservable inputs.

As of June 30, 2011 and June 30, 2010, the Company did not have financial assets or liabilities that would require measurement on a recurring basis based on this guidance.

F-8

NOTE 2 - Summary of Significant Accounting Policies (Continued)

Recently Issued Accounting Pronouncements

Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows.

NOTE 3 - Liquidity and Capital Resources

The Company has no revenues for the period from inception (September 27, 2006) through June 30, 2011, and does not intend to realize revenues until the consummation of a merger with an operating entity. The Company’s principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a business combination rather than short-term earnings. There can be no assurance that the Company will ever consummate the business combination; achieve or sustain profitability or positive cash flows from its operations, reduce expenses or sell ordinary shares. To date, the Company has funded its formation activities primarily through issuances of its ordinary shares and a payable to affiliate.

NOTE 4 - Payable to Affiliate and Accounts Payable

The Company had a payable to affiliate of $6,103 and $2,094 to a Founder of the Company as of June 30, 2011 and June 30, 2010, respectively. The payable is non-interest bearing and payable on demand. The Company also had accounts payable related to the formation of the Company and general and administrative expenses of $690 and $1,132 as of June 30, 2011 and June 30, 2010, respectively.

NOTE 5 - Ordinary Shares

On September 27, 2006, the Company was formed with 859,375 shares of its restricted ordinary shares issued at par value of $0.000128 per share, for consideration of $110 to its founding shareholders. The stock, along with a payable issued to a Founder of $2,482, were the basis of the funding of the Company’s formation costs. On December 21, 2008, the Company sold 138,900 shares of its restricted ordinary shares for $6,615. The restricted ordinary shares were sold to approximately 450 offshore private investors pursuant to a Private Placement Offering in lots of 300 shares each at approximately $0.05 per share. No underwriting discounts or commissions were paid with respect to such sales.

NOTE 6 - Preference Shares

The Company is authorized to issue 781,250 shares of preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. On June 18, 2010, the Company issued 100,000 Series A preference shares for $10,000, which are convertible at the option of the holder into 5,468,500 of the Company’s ordinary shares. These shares carry all of the rights of ordinary shares as if converted. The Series A preference shares are convertible, at the option of the shareholder, beginning on June 18, 2010. If the shareholder does not exercise its conversion right, the Company has the right to repurchase the Preference shares beginning on June 18, 2012 for $10,000, plus any declared and unpaid dividends. As of June 30, 2011 and through October 3, 2011, the preference shareholder did not exercise their conversion right. As these shares are not mandatorily redeemable, and are redeemable only at the option of the Company, they have been included in shareholders’ deficit on the condensed balance sheets.

F-9

NOTE 7 - Commitments and Contingencies

NOTE 8 – Subsequent Events

The Company considered all subsequent events through October 3, 2011, the date the financial statements were available to be issued.

F-10

Filing Compare · Pan Asian CORP