Pan Asian Corporation
c/o Nautilus Global Partners
700 Gemini, Suite 100, Houston, TX 77056
November 24, 2009
VIA EDGAR
United States Securities
& Exchange Commission
100 F Street N.E.
Washington, D.C. 20549-7010
Attention: Tia Jenkins
Re:
Pan Asian Corporation
Form 10-K for Fiscal Year Ended
June 30, 2009
Filed October 8, 2009
File No. 000-52343
Dear Ms. Jenkins,
This is in reply to your letter of comment dated November 5, 2009 (the “Comment Letter”), regarding Pan Asian Corporation’s (the “Company”) Form 10-K for the period ended June 30, 2009 (the “Form 10-K”). In response to your comments, the Company is filing an amendment to its Form 10-K on Form 10-K/A (Amendment No. 1) (the “Form 10-K/A”) which revises Item 9A(T) and Exhibits 31.1 and 32.1.
The paragraph numbers below correspond to the numbered paragraphs in your Comment Letter and the page references are the same as set forth in your Comment Letter. The page references in our responses refer to the page number of the Form 10-K/A. We do notrepeat your comments but will try to respond to your expressed concerns.
Form 10-K for the Period Ended December 31, 2007
Item 9A(T). Controls and Procedures
Managements Report on Internal Control over Financial Reporting, page 12.
United States Securities
& Exchange Commission
November 24, 2009
Page 2
Comment No. 1. The Company has revised this section to include a statement identifying the framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting in accordance with Item 308(T)(a)(2) of Regulation S-K. Please see page 1 of the Form 10-K/A. As a result of the failure to provide a statement identifying the framework used by management to evaluate its internal control over financial reporting, management has concluded that for the period ended June 30, 2009, the Company’s disclosure controls and procedures were not effective in ensuring that information required to be disclosed by the Company in the reports that it files under the Securities Exchange Act of 1934, as amended is reported in a timely manner. The deficiency is related to managements’ failure to report all of the information required by Item 308T(a) and has been remedied through the filing of the Form 10-K/A. The Form 10-K has been amended to include managements’ conclusions regarding disclosure controls and procedures for the period ended June 30, 2009. Please see page 1 of the Form 10-K/A.
Exhibit 31.1 – Section 302 Certification
Comment No. 2. The Company has revised this certification to properly reflect the correct beginning of the certification as prescribed in Item 601(b)(31) of the Regulation S-K.
In connection with the filing of the Form 10-K/A, the Company acknowledges the following:
(a)
The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
(b)
Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking action with respect to the filing; and
(b)
The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
United States Securities
& Exchange Commission
November 24, 2009
Page 3
Should you have any further comments or questions, please do not hesitate to contact our counsel, either me at 713-600-8888 or you may contact me via e-mail atjoe@aainvestments.com, if you have further comments or desire any further information.
Very truly yours, |
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Pan Asian Corporation |
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By: /s/ Joseph Rozelle |
Joe Rozelle, Chief Financial Officer |