UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 FORM 12b-25

                     Commission File Number 000-52343

                        NOTIFICATION OF LATE FILING


(Check One): [X] Form 10-K  [_] Form 20-F  [_] Form 11-K  [ ] Form 10-Q
             [_]Form 10-D   [_] Form N-SAR [_] Form N-CSR

                      For Period Ended: June 30, 2007
                                       ---------------

             [_]  Transition Report on Form 10-K

             [_]  Transition Report on Form 20-F

             [_]  Transition Report on Form 11-K

             [_]  Transition Report on Form 10-Q

             [_]  Transition Report on Form N-SAR
                  For the Transition Period Ended:____________________



Read attached instruction sheet before preparing form.  Please print or
type. Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:

PART I --REGISTRANT INFORMATION

Pan Asian Corporation
- ------------------------------------------------------------------------
Full Name of Registrant

- ------------------------------------------------------------------------
Former Name if Applicable

c/o Nautilus Global Partners, 700 Gemini Street, Suite 100
- ------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

Houston, TX  77056
- ------------------------------------------------------------------------
City, State and Zip Code





PART II --RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

    (a) The reasons described in reasonable detail in Part III of this
        form could not be eliminated without unreasonable effort or expense;

[X] (b) The subject annual report, semi-annual report, transition
        report on Form 10-K, Form  20-F, Form 11-K or Form  N-SAR, or
        portion thereof will be filed  on or before the 15th calendar day
        following the prescribed due date; or the subject quarterly report
        or transition report on Form 10-Q, or portion thereof will be filed
        on or before the fifth calendar day following the prescribed due
        date; and
    (c) The accountant's statement or other exhibit required by Rule
        12b-25(c) has been attached if applicable.

PART III --NARRATIVE

State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR, or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)

The compilation, dissemination and review of the information required to be
presented in the Form 10-KSB for the period ending June 30, 2007 could not be
completed by September 28, 2007, without undue hardship and expense to the
registrant. The registrant anticipates that it will file its Form 10-KSB
within the "grace" period provided by Securities Exchange Act Rule 12b-25.

PART IV --OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

     Joseph Rozelle              (281)                488-3883
    --------------------       -----------       ------------------
          (Name)               (Area Code)       (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been filed?
If the answer is no, identify report(s).        [X] Yes  [_] No

(3)  Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?  [_] Yes  [X] No

     If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.




                       Pan Asian Corporation
           --------------------------------------------
           (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date September 28, 2007            By: /s/ Joseph R. Rozelle
                                       ---------------------------
                                       Joseph R. Rozelle
                                       Chief Executive Officer