UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2013~~2014

¨[ ] 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: 000-30424

PANACEA GLOBAL, INC.

(Exact name of registrant as specified in its charter)


Nevada		33-0680443
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

330 Highway 7 East, Suite 502 Richmond Hill Ontario, Canada		L4B 3P8
(Address of principal executive offices)		(Zip Code)

(416) 450-6414

(Registrant’s telephone number, including area code)

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, and (2) has been subject to such filing requirements for the past 90 days.

Yes ¨ No[X] xNo [ ]

Indicate by a check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ~~Yes ¨~~ Yes [X] No x [ ]

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

Large Accelerated Filer ¨[ ] Accelerated Filer ¨[ ] Non-~~accelerated~~Accelerated Filer ¨[ ] Smaller Reporting Company x[X]

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. ~~Yes ¨ No x~~

~~There~~ Yes [ ~~were~~] No ~~99,497,586 shares of the Registrant’s Common Stock outstanding at September 30, 2013.~~[X]

There were 106,759,586 shares of the Registrant’s Common Stock outstanding at August 12, 2014.

PANACEA GLOBAL, INC.

QUARTERLY REPORT ON FORM 10-Q

~~September~~JUNE 30, ~~2013~~2014

TABLE OF CONTENTS

PART 1— FINANCIAL INFORMATION
		PAGE
PART 1— FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1918
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	23
Item 4.	Controls and Procedures.	23
PART II— OTHER INFORMATION
Item 1.	Legal Proceedings.	24
Item 1A.	Risk Factors.	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	25
Item 3.	Defaults Upon Senior Securities.	25
Item 4.	Mine Safety Disclosure.	25
Item 5.	Other Information.	25
Item 6.	Exhibits.	26
SIGNATURES		27

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form10-Q (this “Report”) contains “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”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,”“could,” “should,”“would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about Potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Panacea Global, Inc. and its subsidiaries. “SEC” refers to the Securities and Exchange Commission.

PART I— FINANCIAL INFORMATION


Item 1.	Financial Statements.

~~Basis~~Panacea ofGlobal, ~~Presentation~~Inc.

The accompanying statements are presented in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (~~consisting~~A ~~only~~Development ofStage ~~normal occurring adjustments~~Company) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the nine months ended September 30, 2013 are not necessarily indicative of results that may be expected for the year ending December 31, 2013.

Unaudited Condensed Consolidated Balance Sheets

(Expressed in US Dollars)


	As at June 30, 2014	As at December 31, 2013
Assets
Current
Cash	$ 152,184	$ 2,309,563
Other assets	199,498	49,040
Total Current Assets	351,682	2,358,603
Investment (Note 5)	909,992	911,672
Property and equipment (Note 9)	82,511	78,236
Intangible asset, net (Note 6)	50,000,000	50,000,000
Total Non-Current Assets	50,992,503	50,989,908
Total Assets	$ 51,344,185	$ 53,348,511

Liabilities
Current
Accounts payable and accrued liabilities	$ 369,103	$ 390,074
Due to related parties (Note 11)	540,810	720,209
Deferred revenue (Note 5)	1,000,000	1,000,000
License fee payable (Note 5)	-	574,211
Total Liabilities	1,909,913	2,684,494

Stockholders' Equity
Preferred stock, $0.001 par value; 100,000 shares authorized; none issued (Note 7)	-	-
Capital stock, $0.001 par value; 300,000,000 shares authorized;
105,997,586 issued and outstanding (December 31, 2013 – 105,997,586) (Note 7)	105,998	105,998
Additional paid in capital	55,948,583	55,145,783
Deficit accumulated during the development stage	(6,649,972)	(4,720,970)
Accumulated other comprehensive (income) loss	29,663	133,206
Total Stockholders' Equity	49,434,272	50,664,017
Total Liabilities and Stockholders' Equity	$ 51,344,185	$ 53,348,511

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

	Panacea Global, Inc.
	(A Development Stage Company)
	Unaudited Condensed Consolidated Balance Sheets
	(Expressed in US Dollars)
		As at September 30, 2013	As at December 31, 2012
Assets
Current
Cash		$ 175,343	$ 109,151
Other assets		66,002	73,226
Total Current Assets		241,345	182,377
Investment (Note 5)		918,109	912,576
Property and equipment (Note 9)		89,420	89,384
Intangible asset, net (Note 6)		50,000,000	50,000,000
Total Non-Current Assets		51,007,529	51,001,960
Total Assets		$ 51,248,874	$ 51,184,337
Liabilities
Current
Accounts payable and accrued liabilities		$ 210,583	$ 293,926
Due to related parties (Note 11)		741,167	943,019
Deferred revenue		1,000,000	1,000,000
License fee payable (Note 5)		1,070,871	1,562,500
Total Liabilities		3,022,621	3,799,445
Stockholders' Equity
Preferred stock, $0.001 par value; 100,000 shares authorized, none issued (Note 7)		-	-
Capital stock, $0.001 par value; 300,000,000 shares authorized; 99,497,586 issued and outstanding (December 31, 2012 – 95,363,586) (Note 7)		99,498	95,364
Additional paid-in capital		52,094,375	50,389,417
Deficit accumulated during the development stage		(4,034,652)	(3,189,000)
Accumulated other comprehensive income		67,032	89,111
Total Stockholders' Equity		48,226,253	47,384,892
Total Liabilities and Stockholders’ Equity		$ 51,248,874	$ 51,184,337

Panacea Global, Inc.

~~The~~(A ~~accompanying~~Development ~~notes~~Stage ~~are an integral part of these unaudited interim condensed consolidated financial statements.~~Company)

Unaudited Condensed Consolidated Statements of Comprehensive Loss

(Expressed in US Dollars)


	For the Three Months Ended		For the Six Months Ended		For the Period from February 5, 2010 (inception) to
	June 30, 2014	June 30, 2013	June 30, 2014	June 30, 2013	June 30, 2014

Revenue	$ -	$ -	$ -	$ -	$ -
Expenses
Professional fees	103,220	72,094	134,731	103,020	885,773
Cost of reorganization	-	-	-	-	39,300
Filing fees	2,308	2,039	4,322	4,340	39,697
Office and general	432,982	193,839	750,493	305,045	2,621,900
Depreciation	3,774	4,859	8,736	9,349	46,236
Stock-based compensation	802,800	-	802,800	-	1,927,167
Salaries and benefits	122,675	69,704	226,240	88,133	882,240
Total expenses	1,467,759	342,535	1,927,322	509,887	6,442,313
Equity income/(loss) pickup (Note 5)	(1,472)	5,696	(1,680)	5,646	(90,008)
Net loss before income taxes	(1,469,231)	(336,839)	(1,929,002)	(504,241)	(6,532,321)
Tax expense	-	-	-	-	(117,651)
Net loss	(1,469,231)	(336,839)	(1,929,002)	(504,241)	(6,649,972)

Foreign currency adjustment	(24,325)	6,249	(103,543)	20,653	29,663
Comprehensive Loss	$ (1,493,556)	$ (330,590)	$ (2,032,545)	$ (483,588)	$ (6,620,309)
Loss per share - basic and diluted	(0.01)	(0.00)	(0.02)	(0.01)	(0.07)
Weighted number of shares outstanding - basic and diluted	105,997,586	98,133,872	105,997,586	97,551,962	90,372,511

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

Panacea Global, Inc. ~~(A Development Stage Company) Unaudited Condensed Consolidated Statements of Comprehensive Loss (Expressed in US Dollars)~~

	For the Three Months Ended		For the Nine Months Ended		For the Period from February 5, 2010 (inception) to
	September 30, 2013	September 30, 2012	September 30, 2013	September 30, 2012	September 30, 2013
Revenue	$ -	$ -	$ -	$ -	$ -
Expenses
Professional fees	72,353	36,979	175,373	223,001	703,162
Cost of reorganization	-	-	-	-	39,300
Filing Fees	2,090	4,498	6,430	12,712	32,851
Office and general	175,913	154,218	480,958	414,970	1,406,883
Depreciation	5,235	3,870	14,584	11,276	33,118
Stock-based compensation	-	-	-	-	1,124,367
Salaries and benefits	85,707	85,841	173,840	98,493	566,479
Total expenses	341,298	285,406	851,185	760,452	3,906,160
Equity income/(loss) pickup (note 5)	(113)	(2,522)	5,533	(1,408)	(81,891)
Net loss before tax	(341,411)	(287,928)	(845,652)	(761,860)	(3,988,051)
Tax expense	-	-	-	(46,601)	(46,601)
Net loss	(341,411)	(287,928)	(845,652)	(808,461)	(4,034,652)
Foreign currency adjustment	(42,732)	(20,328)	(22,079)	(18,908)	67,032
Comprehensive loss	(384,143)	(308,256)	(867,731)	(827,369)	(3,967,620)
Net loss per share- basic and diluted	(0.00)	(0.00)	(0.01)	(0.01)	(0.04)
Weighted number of shares outstanding- basic and diluted	98,133,872	94,674,769	97,551,962	94,426,641	97,551,962

(A Development Stage Company)

Unaudited Condensed Consolidated Statements of Stockholders' Equity

(Expressed in US Dollars)


	Common Shares	Amount	Additional Paid in Capital	Other Comprehensive Income	Accumulated Deficit during the Development Stage	Total Stockholders' Equity

Balance, February 5, 2010 (inception)	-	$ -	$ -	$ -	$ -	$ -

Issuance of common stock for services	39,300,000	39,300	-	-	-	39,300
Issuance of common stock for license	35,500,000	35,500	47,464,500	-	-	47,500,000
Reverse merger with MoneyLogix	14,563,586	14,564	(14,564)	-	-	-
Net loss	-	-	-	-	(105,702)	(105,702)
Balance, December 31, 2010	89,363,586	$ 89,364	$ 47,449,936	$ -	$ (105,702)	$ 47,433,598

Issuance of common stock for cash	4,700,000	4,700	1,295,300	-	-	1,300,000
Foreign currency exchange adjustment	-	-	-	(3,647)	-	(3,647)
Stock based compensation			1,124,367			1,124,367
Net loss	-	-	-	-	(2,067,896)	(2,067,896)
Balance, December 31, 2011	94,063,586	$ 94,064	$ 49,869,603	$ (3,647)	$ (2,173,598)	$ 47,786,422

Issuance of common stock for cash	1,300,000	1,300	519,814	-	-	521,114
Foreign currency exchange adjustment	-	-	-	92,758	-	92,758
Net loss	-	-	-	-	(1,015,402)	(1,015,402)
Balance, December 31, 2012	95,363,586	$ 95,364	$ 50,389,417	$ 89,111	$ (3,189,000)	$ 47,384,892

Issuance of common stock for cash	10,594,000	10,594	4,736,406	-	-	4,747,000
Issuance of common stock for services	40,000	40	19,960	-	-	20,000
Foreign currency exchange adjustment	-	-	-	44,095	-	44,095
Net loss	-	-	-	-	(1,531,970)	(1,531,970)
Balance, December 31, 2013	105,997,586	$ 105,998	$ 55,145,783	$ 133,206	$ (4,720,970)	$ 50,664,017

Issuance of common stock for cash	-	-	-	-	-	-
Foreign currency exchange adjustment	-	-	-	(103,543)	-	(103,543)
Stock based compensation	-	-	802,800	-	-	802,800
Net loss	-	-	-	-	(1,929,002)	(1,929,002)
Balance, June 30, 2014	105,997,586	$ 105,998	$ 55,948,583	$ 29,663	$ (6,649,972)	$ 49,434,272

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Panacea Global, Inc.
(A Development Stage Company)
Unaudited Condensed Consolidated Statements of Stockholders' Equity
(Expressed in US Dollars)
		Common Shares	Amount	Additional Paid in Capital	Other Comprehensive Income	Accumulated Deficit during the Development Stage	Total Stockholders' Equity
	Balance, February 5, 2010 (inception)	-	$ -	$ -	$ -	$ -	$ -
	Issuance of common stock for cash	6,000,000	6,000	1,815,114	-	-	1,821,114
	Issuance of common stock for services	39,300,000	39,300	-	-	-	39,300
	Issuance of common stock for License	35,500,000	35,500	47,464,500	-	-	47,500,000
	Reverse merger with MoneyLogix	14,563,586	14,564	(14,564)	-	-	-
	Foreign currency exchange adjustment	-	-	-	89,111	-	89,111
	Stock based compensation	-	-	1,124,367	-	-	1,124,367
	Net loss	-	-	-	-	(3,189,000)	(3,189,000)
	Balance, December 31, 2012	95,363,586	$ 95,364	$ 50,389,417	89,111	(3,189,000)	47,384,892
	Issuance of common stock for cash	4,134,000	4,134	1,704,958	-	-	1,709,092
	Foreign currency exchange adjustment	-	-	-	(22,079)	-	(22,079)
	Net loss	-	-	-	-	(845,652)	(845,652)
	Balance, September 30, 2013	99,497,586	$ 99,498	$ 52,094,375	67,032	(4,034,652)	48,226,253

Panacea Global, Inc.

~~The~~(A ~~accompanying~~Development ~~notes~~Stage ~~are an integral part of these unaudited interim condensed consolidated financial statements.~~Company)

Unaudited Condensed Consolidated Statements of Cash Flows

(Expressed in US Dollars)


	For the Six Months Ended		"For the Period from February 5, 2010 (inception) to June 30, 2014
	June 30, 2014	June 30, 2013
Cash Flows from Operating Activities
Net loss	$ (1,929,002)	$ (504,241)	$ (6,649,972)
Adjustments to reconcile net loss to net cash used
in operating activities:
Loss pickup on Joint Venture (Note 5)	1,680	(5,646)	90,008
Depreciation	8,736	9,349	46,236
Stock-based compensation	802,800	-	1,927,167
Stock issued for services	-	-	59,300
	(1,115,786)	(500,538)	(4,527,261)
Change in assets and liabilities:
Other assets	(150,458)	7,856	(199,498)
Accounts payable and accrued liabilities	(20,971)	(76,594)	369,103
Deferred revenue	-	-	1,000,000
License fee payable	(574,211)	(323,444)	(2,500,000)
Net cash used in operating activities	(1,861,426)	(908,432)	(5,857,656)

Cash Flows from Investing Activities
Undistributed loss on joint venture (Note 5)	-	-	(1,000,000)
Purchases of property and equipment	(13,011)	(14,619)	(128,747)
Net cash used by investing activities	(13,011)	(14,619)	(1,128,747)

Cash flows from Financing Activities
Issuance of common stock	-	1,279,088	6,568,114
Due to related parties	(179,399)	(174,146)	540,810
Net cash used in financing activities	(179,399)	1,104,942	7,108,924

Effect of exchange rate on cash	(103,543)	20,653	29,663

Net change in cash	(2,157,379)	202,544	152,184
Cash, beginning of year	2,309,563	109,151	-
Cash, end of year	$ 152,184	$ 311,695	$ 152,184

Supplemental Disclosures of Cash Flow Information:
Interest paid	$ -	$ -	$ -
Taxes paid	$ -	$ -	$ -

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

Panacea Global, Inc. (A Development Stage Company) Unaudited Condensed Consolidated Statements of Cash Flows (Expressed in US Dollars)

Cash Flows from Operating Activities	For the Nine Months Ended September 30, 2013	For the Nine Months Ended September 30, 2012	For the Period from February 5, 2010 (inception) to September 30, 2013
Net loss	$ (845,652)	$ (808,461)	$ (4,034,652)
Adjustments to reconcile net loss to net cash used in operating activities:
(Income)/Loss pickup on joint venture (Note 5)	(5,533)	1,408	81,891
Depreciation	14,584	11,276	33,118
Stock-based compensation	-	-	1,124,367
Stock issued for services	-	-	39,300
	(836,601)	(795,777)	(2,755,976)
Change in assets and liabilities:
Other assets	7,224	(12,631)	(66,002)
Accounts payable and accrued liabilities	(83,343)	143,563	210,583
Deferred revenue	-	-	1,000,000
License fee payable	(491,629)	(200,000)	(1,429,129)
Net cash used in operating activities	(1,404,349)	(864,845)	(3,040,524)
Cash Flows from Investing Activities
Undistributed loss on joint venture (Note 5)	-	-	(1,000,000)
Purchases of property and equipment	(14,620)	(56,194)	(122,538)
Net cash used in investing activities	(14,620)	(56,194)	(1,122,538)
Cash flows from Financing Activities
Issuance of common stock	1,709,092	471,114	3,530,206
Due to related parties	(201,852)	314,751	741,167
Net cash provided by financing activities	1,507,240	785,865	4,271,373
Effect of exchange rate on cash	(22,079)	(18,908)	67,032
Net change in cash	66,192	(154,082)	175,343
Cash, beginning of period	109,151	328,662	-
Cash, end of period	$ 175,343	$ 174,580	175,343
Supplemental Disclosures of Cash Flow Information:
Interest paid	$ -	$ -	$ -
Taxes paid	$ -	$ 46,601	$ 46,601

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

Panacea Global, Inc.

(A Development Stage Company)

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

~~(Expressed in US Dollars)~~1.

~~June~~NATURE ~~30,~~OF ~~2013~~OPERATIONS AND ORGANIZATION

1MoneyLogix Group, Inc. ~~NATURE~~("MoneyLogix" OFor ~~OPERATIONS~~the ~~AND~~“Company”), ~~ORGANIZATION~~which registered a change of name with the State of Nevada on January 29, 2008, was formerly known as Homelife, Inc. and is organized under the laws of the State of Nevada.

MoneyLogix Group, Inc. entered into a share exchange agreement which closed on June 30, 2010 with Panacea Global, Inc. (“Panacea”), a Delaware private corporation incorporated on February 5, 2010. The reverse merger transaction effected a change of control of the Company. The accounting acquirer is Panacea and the historical operations of the Company are the operations of Panacea. Pursuant to the terms of the share exchange agreement, MoneyLogix agreed to issue 74,800,000 shares of its common stock to the stockholders of Panacea Global, Inc. in exchange for 100% of Panacea’s issued and outstanding stock, making Panacea a wholly owned subsidiary of the Company on June 30, 2010.

The Company is a development stage company that has currently acquired the global rights except for the United States of America for early detection cancer tests.

Effective June 2, 2011, MoneyLogix Group, Inc. registered a change of name with the State of Nevada to Panacea

Global, Inc. Effective June 15, 2011, the trading symbol for the Company on the OTC Bulletin Board changed from "MLXG" to “PANG”.

~~The Company is a development stage company that has currently acquired the global rights except for the United States of America for early detection cancer tests~~2.

2. BASIS OF PRESENTATION

The Company has not earned any revenues from limited principal operations and accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Accounting Standard Codification (“ASC”) 915 Accounting and Reporting by Development Stage Enterprises. Among the disclosures required by ASC 915 are that the Company's consolidated financial statements be identified as those of a development stage company, and that the consolidated statements of ~~comprehensive loss~~operations, stockholders' deficit and cash flows disclose activity since the date of the Company's inception.

3. ~~GOING CONCERN~~

~~These~~GOING interim condensed consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to raise additional finance to fund its operations and develop profitable operations. Accumulated net losses from inception to September 30, 2013 totaled $4,034,652. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. There is no assurance that the Company will be able to obtain such financing. These conditions create material uncertainty that cast significant doubt about the Company’s ability to continue as a going concern.CONCERN

9These unaudited interim condensed consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to raise additional finance to fund its operations and develop profitable operations. Accumulated net losses from inception to June 30, 2014 totaled $6,649,972. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. There is no assurance that the Company will be able to obtain such financing. These conditions create material uncertainty that cast significant doubt about the Company’s ability to continue as a going concern.

~~4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States. Presented below are those policies considered particularly significant:

Basis of Consolidation and Presentation

The accompanying interim condensed consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary Panacea (a Delaware incorporated Company) and Panacea Global Inc. (a Canadian incorporated Company). All inter-company transactions and balances have been eliminated upon consolidation.

The interim condensed consolidated financial statements of the Company included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in conjunction with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These interim condensed consolidated financial statements should be read in conjunction with the Company’s ~~2012~~2013 year end annual consolidated audited financial statements and the notes thereto included in the Company’s annual report on Form 10-K.

The accompanying interim condensed consolidated financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Certain information that is not required for interim financial reporting purposes has been omitted.

Translation of Foreign Currency Financial Statements and Foreign Currency Transactions

The functional currency of the Company is Canadian dollars. The functional currency of the Company’s subsidiaries is United States dollars. The interim condensed financial statements of the Company have been translated into United States dollars by translating balance sheet accounts at year end and period end exchange rates except for non-current assets which are translated at historical exchange rates, and statement of operations accounts at average exchange rates for the periods. Foreign currency translation gains and losses are reflected in the equity section of the Company’s consolidated balance sheet in Accumulated Other Comprehensive Income (Loss). The balance of the foreign currency translation adjustment, included in Accumulated Other Comprehensive Loss, was ($42103,~~732~~543) for the ~~three~~six months ended ~~September~~June 30, ~~2013 and ($22,079) for the nine months ended September 30, 2013~~2014. For the period from inception (February 5, 2010) through ~~September~~June 30, ~~2013~~2014, $6729,~~032~~663 of foreign currency translation adjustment was included in Accumulated Other Comprehensive Income (Loss).

Earnings or Loss Per Share

The Company accounts for earnings per share pursuant to ASC 260-10-05, Earnings per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each period. In periods of losses, diluted loss per share is computed on the same basis as basic loss per share as the inclusion of any other potential shares outstanding would be anti-dilutive.

109

Financial Instruments

In accordance with ASC 825-10-50, Defining Fair Value Measurement, the estimated fair value of financial instruments has been determined by the Company using available market information and valuation methodologies. Considerable judgment is required in estimating fair value. Accordingly, the estimates may not be indicative of the amounts the Company could realize in a current market exchange. As of ~~September~~June 30, ~~2013~~2014, the carrying value of accounts payable and accrued liabilities, due to related parties and license fee payable approximate their fair value because of the short-term maturity of these instruments. The fair value of the investment is not readily determinable.

In accordance with ASC 820-10, Defining Fair Value Measurement, the Company adopted the standard which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements.

Income Taxes

The Company accounts for income taxes pursuant to ASC 740-10, Accounting for Income Taxes. Deferred tax assets and liabilities are recorded for differences between the financial statements and tax basis of the assets and liabilities as well as loss carry forward that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Impairment of Long-lived Assets

In accordance with ASC 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less cost to sell. The Company evaluated the Global Diagnostic License on June 30, 2014 and noted no impairment.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. The accounting estimates that require management’s most significant judgments are the valuation of the intangible asset and measurement of accrued liabilities.

11Cash and Cash Equivalents

For the purposes of the balance sheets and statement of cash flows, cash and cash equivalents include deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. The Company maintains cash and cash equivalents at financial institutions which periodically may exceed federally insured limits.

Property and Equipment

Property and equipment are initially recorded at cost. Depreciation is provided using the declining balance method at rates intended to amortize the cost of assets over their estimated useful lives.


	Method	Rate
Computer equipment	Declining balance	30%
Furniture and equipment	Declining balance	20%
Lab equipment	Declining balance	30%
Leasehold improvements	Declining balance	20%

In the year of acquisition, depreciation is taken as assets are available for use.

Equity Compensation

The Company adopted ASC 718, Share-Based Payment, which establishes standards for transactions in which an entity exchanges its equity instruments for goods and services. This standard focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions, including issuance of stock options to employees. The Company measures stock-based compensation cost at grant date, based on the estimated fair value of the award, and recognizes the cost as expense on a straight-line basis (net of estimated forfeitures) over the employee requisite service period. The Company estimates the fair value of stock options using a Black-Scholes valuation model.

Investment in Equity Instruments

The Company has accounted for its investment in equity and debt securities using the equity method of accounting based on the guidelines established in FASB ASC 323. In applying the guidance of FASB ASC 323, the Company recognizes the investment in stock of an investee as an asset. The asset is recorded initially at cost in accordance with the guidance in FASB ASC 805-50-30. Subsequent to the initial recording the Company will recognize its share of the earnings or losses of an investee in the periods for which they are reported by the investee in its financial statements. The Company adjusts the carrying value of the investment for its share of the earnings or losses of the investee after the date of investment and shall report the recognized earnings or losses in the condensed statement of ~~operations~~comprehensive loss.

Recent Accounting Pronouncements

Changes to accounting principles generally accepted in the United States of America (U.S. GAAP) are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (ASU’s) to the FASB’s Accounting Standards Codification.

The Company has assessed the applicability and impact of all ASU’S and they have been determined to be either not applicable or are expected to have minimal impact on the Company’s ~~interim~~ condensed consolidated financial position and ~~results~~statements of operations.

1211

5. ~~GLOBAL DIAGNOSTIC LICENSE~~

GLOBAL DIAGNOSTIC LICENSE

License Agreement

On March 24, 2010, the Company entered into a license agreement with Panacea Pharmaceuticals Inc. (“Pharmaceuticals”) to acquire the global diagnostic license (“GDL”), with rights to sublicense worldwide, except for the United States of America. GDL allows the Company to develop, market and use licensed products related to HAAH based laboratory tests.

In consideration for the GDL, the Company issued 35,500,000 common shares and will pay Pharmaceuticals a license fee of $2,500,000, due within 30 days of the Company raising a minimum $10,000,000 equity investment. One-half of any equity investments raised shall be remitted to Pharmaceuticals, until the license fee is paid in full. The aggregate consideration paid and therefore fair value of the GDL equates $50,000,000. Further, the Company will pay Pharmaceuticals 25% of all sublicensing revenue and will purchase all conforming reagent at a cost of $20 per test or 10% of the sale price of the individual test with a minimum $8.00 test price.

As at December 31, 2011, the Company engaged a third party professional valuation firm to review the license agreement and determine an appropriate representation of fair value of the intangible asset. The valuation report considered current conditions of the Company and industry as well as projections of future performance based on management’s judgment of the likelihood of future outcomes. Results of the valuation report indicated that the intangible asset was not impaired as of December 31, 2011. As at ~~September~~June 30, ~~2013~~2014, management is of the opinion that there has been no change to those circumstances.

The Company made license fee payments of $~~173~~2,~~280~~220 ~~for~~during the 3three months ~~ending~~ended ~~September~~June 30, ~~2013~~2014 ~~($0 – September 30, 2012),~~ and $~~$491~~64,~~629~~976 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 ($~~200~~323,~~000~~444 –during ~~September~~the six months ended June 30, ~~2012~~2013). ~~which~~At ~~has~~June ~~reduced~~30, 2014, the Company’s has made aggregate license fee payments of $639,187 to reduce the license fee payable from $574,211 as of December 31, 2013 to $1Nil,~~070~~ and have a balance receivable of $64,~~871~~976 as of June 30, 2014 included in other assets.

Sublicense Agreement

On November 18, 2011, the Company entered into a sublicense agreement with Panacea Laboratories, Inc. (“Laboratories”) to sublicense the rights to develop, market and use licensed products related to HAAH based laboratory tests in Canada.

In consideration for the rights received under the sublicense agreement, Laboratories provided the Company with 40,000,000 shares of its common stock and will pay the Company a sublicense fee of $960,000, due within 3 years. The fair value of the aggregate consideration paid and therefore the initial cost of the investment equated to $1,000,000, which was recognized as the initial asset balance of the investment. Further, Laboratories must purchase all conforming reagents from the Company at a cost of $20 per test or 10% of the sale price of the individual test with a minimum $8.00 test price.

Sublicensing revenues of $1,000,000 had been recorded in deferred revenues ~~for~~as ~~the~~at ~~year ended~~ December 31, 2011, and will be taken into revenues once Laboratories commences operations. The amount of deferred revenues is unchanged since ~~December 31, 2011~~year-end. Upon the recognition of revenue, the Company will recognize its liability to reimburse Panacea Pharmaceuticals 25% of all sublicensing revenue as disclosed above in under the terms of the license agreement.

Based on the accounting guidance of FASB ASC 323, the Company’s investment in Laboratories was subsequently decreased due to the Company’s share of the losses in Laboratories’ operations. The Company’s investment of 40,000,000 common shares represents a 50% ownership interest in Laboratories. Laboratories intends to raise capital in the current year through issuing additional shares and the Company’s ownership interest in Laboratories is expected to decline. The Company has significant influence over Laboratories but does not have the level of control that would require consolidation and has thus accounted for its investment in Laboratories using the equity method.

Investment in Laboratories
November 18, 2011 (initial value)	$	1,000,000
Share of losses up to December 31, 2012		(87,424)
December 31, 2012		912,576
Share of gain for the nine months ended September 30, 2013		5,533
September 30, 2013	$	918,109

The investment in Laboratories was $918,109 and $912,576 as of September 30, 2013 and December 31, 2012 respectively. The increase in the investment during the nine months ended September 30, 2013 represents a reversal of previously recognized operating expenses incurred at laboratories.


Investment in Laboratories

November 18, 2011 (initial value)	$	1,000,000
Share of losses up to December 31, 2013		(88,328)
December 31, 2013		911,672
Share of loss for the six months ended June 30, 2014		(1,680)
Total	$	909,992

6The investment in Laboratories was $909,992 and $911,672 as of June 30, 2014 and December 31, 2013 respectfully. The ~~INTANGIBLE~~reduction ~~ASSET~~in the investment during the 6 months ended June 30, 2014 represents the Company’s share of the operating expenses incurred at laboratories.

INTANGIBLE ASSET

The Company’s intangible asset consists of the GDL, as described in Note 5, which contains certain issued and pending patent rights. Upon commencement of licensed services to customers, amortization will be taken over the estimated useful life of the respective patent rights, which vary and are determined on a country-by-country basis.

	As at February 5, 2010 (inception)	Acquired	Accumulated Amortization	As at December 31, ~~2012~~2013	Accumulated Amortization	As at ~~September~~June 30, ~~2013~~2014
Global Diagnostic License	-	$ 50,000,000	-	$ 50,000,000	-	$ 50,000,000

As at ~~September~~June 30, ~~2013~~2014, the Company has not commenced any services relating to GDL and as a result, no amortization has been recorded.

1413

7. ~~CAPITAL STOCK~~

CAPITAL STOCK

Authorized

100,000 Class A Preferred shares with a par value of $0.001. There were no shares issued and outstanding at ~~September~~June 30, ~~2013~~2014.

300,000,000 Common shares of $0.001 par value.

Issued

99105,~~497~~997,586 Common Shares (95105,~~363~~997,586 ~~common~~Common ~~shares~~Shares – December 31, ~~2012~~2013).

Common Shares

On April 5, 2012, the Company issued an additional 500,000 common shares for cash of $121,652. On August 17, 2012, the Company issued an additional 100,000 common shares for cash of $49,985. On September 17, 2012, the Company issued an additional 280,000 common shares for cash of $139,477. On September 25, 2012, the Company issued an additional 320,000 common shares for cash of $160,000. On October 12, 2012, the Company issued an additional 100,000 common shares for cash of $50,000. On February 28, 2013, the Company issued an additional 400,000 common shares for cash of $200,000. On April 15, 2013, the Company issued an additional 120,000 common shares for cash of $60,000. On April 24, 2013, the Company issued an additional 10,000 common shares for cash of $5,000. On April 25, 2013, the Company issued an additional 1,360,000 common shares for cash of $660,000. On July 3, 2013, the Company issued an additional 680,000 common shares for cash of $340,000. On July 26, 2013, the Company issued an additional 100,000 common shares for cash of $50,000. On July 29, 2013, the Company issued an additional 2,000 common shares for cash of $1,000. On August 15, 2013, the Company issued an additional 100,000 common shares for cash of $50,000.

On March 1, 2013, the Company issued an additional 40,000 common shares for services valued at $20,000. On April 29, 2013, the Company issued an additional 1,184,000 common shares for cash of $592,000. On May 31, 2013, the Company issued an additional 860,000 common shares for cash of $380,000. On June 4, 2013, the Company issued an additional 20,000 common shares for cash of $10,000. On July 8, 2013, the Company issued an additional 680,000 common shares for cash of $287,105. On July 26, 2013, the Company issued an additional 100,000 common shares for cash of $50,000. On August 13, 2013, the Company issued an additional 100,000 common shares for cash of $50,000. On December 4, 2013, the Company issued an additional 50,000 common shares for cash of $25,000. On December 31, 2013, the Company issued an additional 6,000,000 common shares for cash of $3,000,000.

Warrants

On February 25, 2013, the Company issued an additional ~~200~~1,000 common shares for cash of $50,000. On February 28, 2013, the Company issued an additional 200,000 common shares for cash of $50,000. On March 22, 2013, the Company issued an additional 200,000 common shares for cash of $50,000. On March 27, 2013, the Company issued an additional 600,000 common shares for cash of $~~152~~352,895. ~~On May 22, 2013, the Company issued an additional 200,000 common shares for cash of $50,000.~~

	Number of Shares	~~Number~~Capital ~~of Shares~~Stock	~~Capital~~Additional ~~Stock~~paid in capital	~~Additional paid in capital~~
Capital stock as at December 31, 2010		89,363,586	$89,364	$47,449,936
Capital stock as at December 31, 2011	94,063,586	94,064	49,869,603
Stock issuances in 2011		4,700,000	4,700	1,295,300
Stock issuances in 2012	1,300,000	1,300	519,814
Stock based compensation in 2011		-	-	1,124,367
Capital stock as at December 31, 2012	95,363,586	$ 95,364	$ 50,389,417
Capital stock as at December 31, 2011		94,063,586	94,064	49,869,603
Stock issuance in 2013	10,634,000	10,634	4,756,366
Stock issuances in 2012		1,300,000	1,300	519,814
Capital stock as at December 31, 2013	105,997,586	$ 105,998	$ 55,145,783
Capital stock as at December 31, 2012		95,363,586	$95,364	$50,389,417
Stock based compensation in 2014	Nil	Nil	802,800
Stock issuance in 2013		4,134,000	4,134	1,704,598
Capital stock as at June 30, 2014	105,997,586	$ 105,998	$ 55,948,583
Capital stock as at September 30, 2013		99,497,586	$99,498	$52,094,015

1514

The following table provides consolidated information on the Company’s warrants for as at ~~September~~June 30, ~~2013~~2014. Each warrant provides the warrant holder the option to purchase one share.

	Number of Warrants	Exercise Price	Exercisable Date	Expiry Date
Warrants issued on April 10, 2011	2,000,000	$ 0.25	Anytime	April 10, 2013
Warrants issued on April 15, 2011	100,000	$ 0.25	Anytime	April 15, 2013
Warrants issued on April 5, 2012	500,000	$ 0.25	Anytime	April 5, 2014
Warrants exercised on February 25, 2013	(200,000)	$ 0.25
Warrants exercised on February 28, 2013	(200,000)	$ 0.25
Warrants exercised on March 22, 2013	(200,000)	$ 0.25
Warrants exercised on March 27, 2013	(600,000)	$ 0.25
Warrants exercised on May 22, 2013	(200,000)	$ 0.25
Warrants expired on April 10, 2013	(600,000)	$ 0.25
Warrants expired on April 15, 2013	(100,000)	$ 0.25
Warrants outstanding as at September 30, 2013	500,000	$0.25
Warrants expired on April 5, 2014	(500,000)	$ 0.25
Warrants outstanding as at June 30, 2014	-	$ -

8. ~~INCOME TAXES~~

INCOME TAXES

The Company accounts for income taxes in accordance with ASC 740-20. ASC 740-20 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates. The effects of future changes in tax laws or rates are not anticipated.

Under ASC 740-20 income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

The Company has a Delaware subsidiary which pays an asset-based tax. Tax expense in the current year relate to asset based taxes on the Company’s Delaware subsidiary. Other than the Delaware subsidiary, the Company pays taxes based on income. The Company has income tax losses available to be applied against future year’s income as a result of the losses incurred since inception. However, due to the losses incurred since inception and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carry forward will not be realized through the reduction of future income tax payments. Accordingly a 100% valuation allowance has been recorded for income tax losses available for carry forward.

As of ~~September~~June 30, ~~2013~~2014, the Company did not have any amounts recorded pertaining to uncertain tax positions. The Company files federal and provincial income tax returns in Canada and federal, state and local income tax returns in the U.S., as applicable. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax authorities for a period of three to five years from the date of the original notice of assessment in respect of any particular taxation year. In certain circumstances, the U.S. federal statute of limitations can reach beyond the standard three year period. U.S. state statutes of limitations for income tax assessment vary from state to state.

PROPERTY AND EQUIPMENT


	As at June 30, 2014
	*Cost*	*Accumulated Depreciation*	*Net Book Value*
Leasehold improvements	$ 84,816	$ 33,906	$ 50,910
Furniture & Equipment	28,652	7,191	21,461
Lab Equipment	14,448	4,916	9,532
Computer equipment	1,820	1,212	608
	$ 129,736	$ 47,225	$ 82,511


	As at December 31, 2013
	*Cost*	*Accumulated Depreciation*	*Net Book Value*
Leasehold improvements	$ 79,866	$ 28,516	$ 51,350
Furniture & Equipment	20,001	5,659	14,342
Lab Equipment	14,448	2,628	11,820
Computer equipment	1,820	1,096	724
	$ 116,135	$ 37,899	$ 78,236

During the year, the Company began acquiring and using property and equipment which were depreciated accordingly.

10.

EQUITY COMPENSATION

On April 10, 2014, the Company granted 1,300,000 options to officers, directors and consultants of the Company as incentive compensation. The options vested and became exercisable on April 10, 2014 at an exercise price of $0.55 per share and expire on April 10, 2016.

Stock based compensation of $802,800 was expensed in the financial statements during the three and six months ended June 30, 2014 ($Nil during the three and six months ended June 30, 2013) relating to current period grants.

The fair value of each option granted was estimated on the date of the grant using the Black-Scholes fair value option pricing model with the following assumptions: fair value of options of $0.62, risk-free rate of 0.37%, expected life of the options of two years, annualized volatility of 242%, and no expected dividends. Volatility was determined based on daily observations of the historical stock price over a period consistent with the expected life of the options at the date of grant.

The following table provides consolidated summary information on the Company’s equity compensation plans as at June 30, 2014.


	Number of Options	Exercise Price	Fair Value Per Option	Expiry Date
Options outstanding as at December 31, 2013	4,500,000	$ 0.55	0.25	July 26, 2021
Options issued on April 10, 2014	1,300,000	$ 0.55	0.62	April 10, 2016
Options outstanding as at June 30, 2014	5,800,000	$ 0.55

As of June 30, 2014, there was no unrecognized compensation related to non-vested options.

~~In certain circumstances, the U~~11.~~S. federal statute of limitations can reach beyond the standard three year period. U.S. state statutes of limitations for income tax assessment vary from state to state.~~

~~9. PROPERTY~~RELATED ~~AND~~PARTY ~~EQUIPMENT~~TRANSACTIONS

	As at September 30, 2013
	Cost	Accumulated Depreciation	Net Book Value
Leasehold improvements	$ 85,379	$ 25,546	$ 59,833
Furniture & Equipment	20,594	4,858	15,736
Lab Equipment	14,619	1,686	12,933
Computer equipment	1,946	1,028	918
	$ 122,538	$ 33,118	$ 89,420

During the year, the Company paid back amounts due to related parties, which had been advanced in the past to fund its operating and investing activities. Amounts due to related parties are due on demand, are non-interest bearing and approximate fair value due to their short term to maturity. Amounts due from Dr. Moshiri, CEO, relate to advances for business related travel and are short-term in nature. Amounts due from Dr. Stead relate to advances for product-related research costs. Amounts due to related parties as at June 30, 2014 and December 31, 2013 are as follows:

	As at December 31, 2012
	June 30, 2014	December 31, 2013
	Cost	Accumulated Depreciation	Net Book Value
Due to (from) Dr. Moshiri, CEO of the Company	$ (55,428)	$ 2,256
Leasehold improvements	$ 85,379	$ 15,665	$ 69,714
Due to (from) Dr. Ronald H. Stead	(65,569)	-
Furniture & Equipment	20,594	2,080	18,513
Due to a company controlled by a shareholder of the Company	661,807	717,953
Computer equipment	1,936	789	1,157
Total	$ 540,810	$ 720,209
	$ 107,918	$ 18,534	$ 89,384

1012. ~~EQUITY COMPENSATION~~

~~The~~LEASE ~~following table provides consolidated summary information on the Company’s equity compensation plans as at September 30, 2013.~~COMMITMENTS

		Weighted Average
	Number of Options	Exercise Price	Fair Value Per Option	Expiry Date
Options outstanding at September 30, 2013 and December 31, 2012	4,500,000	0.55	0.25	July 26, 2021

In 2011, the Company entered into lease for premise in Toronto, Ontario. The lease term is for 60 months. Rent expense under all operating leases (exclusive of real estate taxes and other expenses payable under the leases) was approximately $34,820 and $15,962 for the six months ended June 30, 2014 and 2013 respectively.

As of September 30, 2013, there was no unrecognized compensation related to non-vested options.

No options were issued during the nine months ended September 30, 2013.

11. RELATED PARTY TRANSACTIONS

During the nine month period, the Company paid back amounts due to related parties, which had been advanced in the past to fund its operating and investing activities. Amounts due to related parties are due on demand, are non-interest bearing and approximate fair value due to their short term to maturity. Amounts due to Dr. Moshiri, CEO, relate to advances for business related travel and are short-term in nature. Amounts due to related parties as at September 30, 2013 and December 31, 2012 are as follows:

	September 30, 2013	December 31, 2012
Due to Dr. Moshiri, CEO of the Company	$ -	$ 92,235
Due to a company controlled by a shareholder of the Company	741,167	_850,784
Total	$ 741,167	$ 943,019

12. LEASE COMMITMENTS

In 2011, the Company entered into a lease for premises in Toronto, Ontario. The lease term is for 60 months. Rent expense under all operating leases (exclusive of real estate taxes and other expenses payable under the leases) was approximately $24,195 and $22,941 for the nine months ended September 30, 2013 and 2012 respectively.

In addition, the Company is required to pay its pro rata share of common area maintenance costs and property taxes.

1817

Basis of Presentation

The accompanying statements are presented in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring adjustments) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the six months ended June 30, 2014 are not necessarily indicative of results that may be expected for the year ending December 31, 2014.


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Overview

WePanacea ~~are~~Global, Inc. is a corporation that was incorporated under the laws of Nevada in 1995. On June 30, 2010 we entered into a share exchange agreement with Panacea Global, Inc., a privately held Delaware corporation (“Panacea Delaware”), and the shareholders of Panacea Delaware pursuant to which we acquired all of the outstanding capital stock of Panacea Delaware from the Panacea Delaware shareholders and Panacea Delaware became our wholly owned subsidiary and our operating business. Through Panacea Delaware, we are a biopharmaceutical company that anticipates selling early detection cancer tests through our licensing agreement with Panacea Pharmaceuticals, Inc. (“Pharmaceuticals”).

Through Panacea Delaware, we are a company that sells early detection cancer tests through our licensing agreement with Panacea Pharmaceuticals, Inc. (“Pharmaceuticals”). More specifically, Panacea Global Inc. is a biopharmaceutical company focused on providing blood (protein), serum and tissue tests to diagnose and monitor cancer through a licensing agreement with Panacea Pharmaceuticals, Inc. The Company’s mission is to discover, develop and commercialize innovative diagnostic products. Panacea’s current product development focus is on novel proteins and biochemical pathways related to cellular regulation and cell cycle abnormalities in oncology diseases.

Panacea Pharmaceuticals, Inc. was founded in 1999 to discover, develop and commercialize innovative therapeutic and diagnostic products for cancer and diseases of the central nervous system. In-house research and development activities are performed at an 11,000 square foot facility in Gaithersburg, Maryland.

Panacea Laboratories, Inc. is certified under the Clinical Laboratory Improvement Amendments of 1988 (CLIA) to perform high complexity testing, and offers several cancer diagnostic tests to patients, physicians and clinical laboratories.

On March 24, 2010, Panacea Delaware entered into a licensing agreement (the “Licensing Agreement”) with Pharmaceuticals. Pursuant to the Licensing Agreement, Panacea Delaware was granted the exclusive right to develop, use, and market Pharmaceuticals’ HAAH based cancer diagnostic technologies, with rights to sublicense worldwide, except for the United States of America. In consideration for the Licensing Agreement, Panacea Delaware issued 35,500,000 shares of its common stock to Pharmaceuticals and is obligated to pay Pharmaceuticals a license fee of $2,500,000, due within 30 days of the Company raising a minimum $10,000,000 equity investment (the “License Fee”). One-half of any equity investments raised shall be remitted to Pharmaceuticals, until the License Fee is paid in full. The aggregate consideration paid and therefore fair value of the Licensing Agreement equals $50,000,000. Further, the Company will pay Pharmaceuticals 25% of all sublicensing revenue and will purchase all conforming reagent at a cost of $20 per test or 10% of the sale price of the individual test with a minimum $8.00 test price. We hope to market and sell products through strategic partnerships with companies in different countries by entering into sublicensing agreements to sell our products. We may enter into sublicensing agreements with one or more third parties under all or some of the related Pharmaceuticals patents. Additionally, we hope to develop stand alone operations in certain countries including Canada. We anticipate that our licensing agreements, with amenable profits margins, will underpin our revenue for the 2014 year.

On June 2, 2011, we filed a Certificate of Amendment to our Articles of Incorporation with the State of Nevada changing the Company’s name to Panacea Global, Inc.

As of September 30, 2013, we are in the development stage and have negative working capital, have not earned any revenues from operations and have accumulated a deficit.

Licensing Agreement

On November 18, 2011 we entered into an amendment to the Licensing Agreement whereby the Licensing Agreement was amended to clarify that the license granted to us is exclusive.

WeOn ~~hope~~January to18, ~~market~~2013, ~~and~~we ~~sell~~entered ~~products~~into ~~through~~a ~~strategic~~second ~~partnerships~~amendment ~~with~~to ~~companies~~the inLicensing ~~different~~Agreement ~~countries~~(“Amendment byNo. ~~entering~~2”). ~~into~~The ~~sublicensing~~Company ~~agreements~~entered tointo ~~sell~~Amendment ~~our products~~No. We ~~may~~2, ~~enter~~extending ~~into~~the ~~sublicensing~~payment ~~agreements~~term ~~with~~of ~~one~~the orLicensing ~~more~~Agreement. Amendment ~~third~~No. ~~parties~~2 ~~under~~provides ~~all~~that orthe ~~some~~Company ofshall pay the ~~related~~remaining ~~Pharmaceuticals~~License ~~patents. Additionally,~~Fee wewithin ~~hope~~two toyears ~~develop~~from ~~stand~~the ~~alone~~execution ~~operations~~date inof ~~certain~~Amendment ~~countries~~No. ~~including Canada~~2.

~~Sublicense~~The ~~Agreement~~License Fee was fully repaid during the quarter.

On June 2, 2011, we filed a Certificate of Amendment to our Articles of Incorporation with the State of Nevada changing the Company’s name to Panacea Global, Inc.

As of June 30, 2014, we are in the development stage and have limited working capital, have not earned any revenues from operations and have accumulated a deficit.

Exclusive Sublicense Agreement with Panacea Laboratories (Canada)

On November 18, 2011, we entered into an exclusive sublicense agreement by and between Panacea Global, Inc. corporation organized under the laws of Ontario and our wholly owned subsidiary (“Panacea Canada”), Pharmaceuticals, Panacea Global, Inc., a corporation organized under the laws of the State of Delaware and our wholly subsidiary, and Panacea Laboratories, Inc., a corporation organized under the laws of Ontario (the “Sublicense Agreement.”). Pursuant to the Sublicense Agreement, we granted Panacea Laboratories the exclusive right to sublicense our license to develop, use, and market Pharmaceuticals’ HAAH based cancer diagnostic technologies throughout Canada.

Patents

Pursuant to the Licensing Agreement, we acquired a global diagnostic license (“GDL”) with rights to sublicense our technology worldwide, except for the United States of America. The GDL allows the Company to develop, market and use licensed products related to HAAH based laboratory tests for the following two patents pending:

~~laboratory~~· ~~tests~~Methods of Diagnosing, Predicting Therapeutic Efficacy and Screening for ~~the~~New ~~following~~Therapeutic ~~two~~Agents ~~patents~~for ~~pending:~~ Leukemia – Pending · Methods of Diagnosing Lung Cancer – Pending

~~· Methods of Diagnosing, Predicting Therapeutic Efficacy and Screening for New Therapeutic Agents for Leukemia – Pending~~19

· Methods of Diagnosing Lung Cancer – Pending

Exclusive Master Purchase Agreement with Palmverse Limited

On July 7, 2011, we, through our wholly owned subsidiary, Panacea Delaware, entered into an exclusive master purchase agreement with Palmverse Limited, a Belarus corporation (“Palmverse”) (the “Agreement”) to provide Palmverse with the exclusive right to use the Company’s blood, serum and tissue testing services to diagnose and monitor cancer (the “Cancer Testing Products”) within the Republic of Belarus. We have agreed to provide Palmverse with an exclusive right to become the sole purchaser of the Company’s Cancer Testing Products within the Republic of Belarus. The initial term of the Agreement expires on December 31, 2011 (the “Initial Term”). Following the expiration of the Initial Term, the Agreement will renew automatically on an annual basis, provided Palmverse meets minimum purchase amounts, unless either party gives sixty (60) days prior written notice of its intention not to renew the Agreement.

The Agreement provides that Palmverse will be required to meet a minimum purchase amount threshold of the Cancer Testing Products for each year the Agreement is in effect. In that regard, during the Initial Term, Palmverse will be required to purchase a minimum of $280,000 in Cancer Testing Products. Thereafter, in the period ranging from January 1, 2012 to December 31, 2012 (the “First Renewal Term”), Palmverse is required to purchase a minimum of $3,500,000 in Cancer Testing Products. During the period ranging from January 1, 2013 to December 31, 2013 (the “Second Renewal Term”), Palmverse is required to purchase a minimum of $5,250,000 in Cancer Testing Products. Finally, in each renewal term commencing after the Second Renewal Term, Palmverse is required to purchase a minimum of $7,000,000 in Cancer Testing Products.

Palmverse failed to make the minimum purchase amounts during the Initial Term, and is therefore in default of the Agreement. We will not be terminating the Agreement, and we are providing Palmverse the opportunity to cure their default and begin to order the Cancer Testing Products.

Reverse Split

On September 6, 2011, the Board approved resolutions authorizing the Company to implement a reverse stock split of the outstanding shares of common stock at a ratio of up to one-to-thirty (the “Reverse Stock Split”). On September 6, 2011, we also received approval for the Reverse Stock Split from our shareholders. The Board may determine in its discretion whether to effect the Reverse Stock Split at any time, if at all, and if so at what exchange ratio up to one-to-thirty. If the Board determines to effect a Reverse Stock Split, the Reverse Stock Split will become effective upon the filing of a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Nevada. The exact timing of the filing of the amendment will be determined by the Board based on its evaluation as to when such action will be the most advantageous to us and our stockholders, and the Board. In addition, the Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing the amendment, the Board, in its sole discretion, determines that it is no longer in our best interests and the best interests of our stockholders. To date our Board has not yet implemented the reverse split.

Valuation Analysis of Global Diagnostic License

As of June 30, 2014, there was no updated valuation analysis regarding our Global Diagnostic License (the “License”) to replace the report dated December 31, 2011 discussed in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2012. Reznick Group performed a valuation analysis to estimate the fair value of our License as of December 31, 2011 (the “Valuation Date”).

According to the License Agreement, Panacea Pharmaceuticals granted us the global right (excluding the United States and its territories and protectorates) with respect to the development, use, and marketing of the technology, method, process, patent rights, and know-how related to the cancer testing products. Based on the valuation analysis, the fair market value of the License was determined to be $55.8 million as of the Valuation Date.

Results of Operations

As of ~~September~~June 30, ~~2013~~2014, the Company had not begun its business operations in connection with the Licensing Agreement. Accordingly, we have not had any revenues during the ~~three~~six ~~months~~month period ended ~~September~~June 30, ~~2013~~2014 or during the period from February 5, 2010 (inception) to ~~September~~June 30, ~~2013~~2014.

Total expenses for the ~~three~~six ~~and nine~~ months ended ~~September~~June 30, ~~2013~~2014 were $~~341~~1,~~298~~927,322 and for the three months ended June 30, 2014 were $~~851~~1,~~681~~469, ~~respectively~~759, as compared to total expenses of $~~285~~509,~~406~~887 for the six months ended June 30, 2013 and $~~760~~342,~~452~~535 for the three ~~and nine~~ months ended ~~September~~June 30, ~~2012~~2013, and $36,~~906~~442,~~160~~313 for the period from February 5, 2010 (inception) to ~~September~~June 30, ~~2013~~2014. The increase in expenses for the three and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 was primarily attributable to ~~professional~~stock-based ~~fees~~compensation, salaries and benefits, and office and general expenses.

The Company recorded a net loss of $~~341~~1,~~411~~929,002 for the six months ended June 30, 2014 and $~~845~~1,~~652~~469,231 for the three ~~and nine~~ months ended ~~September~~June 30, ~~2013, respectively~~2014. We recorded a net loss for the ~~three~~six ~~and nine~~ months ended ~~September~~June 30, ~~2012~~2013 of $~~287~~504,~~928~~241 and $~~808~~336,~~461~~839 for the three months ended June 30, ~~respectively~~2013, and a net loss of $46,~~034~~649,~~652~~972 for the period from February 5, 2010 (inception) to ~~September~~June 30, ~~2013~~2014.

Liquidity and Capital Resources

At ~~September~~June 30, ~~2013~~2014 the Company had $51,~~248~~344,~~874~~185 in assets comprised of the $50,000,000 intangible asset, investment of $~~918~~909,~~109~~992, property and equipment totaling $8982,~~420~~511, $~~175~~152,~~343~~184 cash in hand and other assets of $66199,~~002~~498. The intangible asset allows the Company to develop market and use licensed products related to HAAH based laboratory tests. Comparatively, at December 31, ~~2012~~2013 we had $5153,~~184~~348,~~337~~511 in assets comprised of the $50,000,000 intangible asset, investment of $~~912~~911,~~576~~672, property and equipment totaling $8978,~~384~~236, cash in hand of $~~109~~2,~~151~~309,563 and other assets of $7349,~~226~~040.

At ~~September~~June 30, ~~2013~~2014 the Company had liabilities of $31,~~022~~909,~~621~~913 comprised of ~~the license fee payable of $1,070,871,~~ deferred revenue of $1,000,000, amounts due to related parties of $~~741~~540,~~167~~810 and accounts payable and accrued liabilities totaling $~~210~~369,~~583~~103. Comparatively at December 31, ~~2012~~2013, we had $32,~~799~~684,~~445~~494 in liabilities comprised of the license fee payable of $1574,~~562,500,~~211 deferred revenue of $1,000,000, amounts due to related parties of $~~943~~720,~~019~~209 and accounts payable and accrued liabilities totaling $~~293~~390,~~926~~074.

Net cash used in operating activities during the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 was $1,~~404~~861,~~349~~426 and was $3908,~~040~~431 during the six months ended June 30,~~524~~ 2013 and was $5,857,656 for the period from February 5, 2010 (inception) to ~~September~~June 30, ~~2013~~2014. Net cash used inby investing activities was $1413,~~620~~011 for the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 ~~due~~and towas $14,619 during the ~~purchase~~six ofmonths ~~property~~ended ~~and~~June ~~equipment~~30, 2013, and was $1,~~122~~128,~~538~~747 for the period from February 5, 2010 (inception) to ~~September~~June 30, ~~2013~~2014 due to the company’s investment in Panacea Laboratories, Inc. and the purchase of property and equipment. Net cash ~~provided~~used by financing activities during the ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 was $1179,~~507,240~~399 due to financing ~~from~~to related parties and net cash provided by financing activities was $41,~~271~~104,~~373~~942 during the six months ended June 30, 2013 and was $7,108,924 for the period from February 5, 2010 (inception) to ~~September~~June 30, ~~2013~~2014 due to financing from related parties and the issuance of common stock.

As there were no revenues from operating activities as of ~~September~~June 30, ~~2013~~2014, we must rely upon the issuance of common stock and additional capital contributions from shareholders and/or loans from shareholders and third-party lenders to meet our working capital needs. It is expected by management that we will need to rely upon new capital contributions to pay our liabilities.

Critical Accounting Policies

WeCritical ~~base~~Accounting our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements. Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimate; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, and revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Recent Accounting Pronouncements

Changes to GAAP accounting are established by the Financial Accounting Standards Board (FASB) in the form of accounting standards updates (“ASU’s”) to the FASB’s Accounting Standards Codification.

The Company has assessed the applicability and impact of all ASU’S and they have been determined to be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations.

Going Concern

These financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Accumulated Losses from inception to ~~September~~June 30, ~~2013~~2014 total $46,~~034~~649,~~652~~972. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

There can be no assurance that the Company will be able to continue to raise funds, in which case the Company may be unable to meet its obligations. Should the Company be unable to realize its assets and discharge its liabilities in the normal course of business, the net realizable value of its assets may be materially less than the amounts recorded in these financial statements.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Impairment of Long-lived Assets

Off-Balance Sheet Arrangements

None.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by this item.


Item 4.	Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of ~~September~~June 30, ~~2013~~2014. This evaluation was accomplished under the supervision and with the participation of our chief executive officer and chief financial officer who concluded that our disclosure controls and procedures are not effective due to material weakness to ensure that all material information required to be filed in the Form 10-Q has been made known to them.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In connection with our management’s assessment of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified certain material weaknesses in our internal control over financial reporting as of ~~September~~June 30, ~~2013~~2014:

● Reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transaction. ● Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.

●Because ~~Lack~~ of ~~sufficient~~the ~~accounting~~material ~~staff~~weaknesses ~~which~~above, ~~results~~management inhas aconcluded ~~lack~~that ofwe ~~segregation~~did not maintain effective internal control over financial reporting as of ~~duties~~June ~~necessary~~30, 2014, based on Internal Control over Financial Reporting – Guidance for aSmaller ~~good~~Public ~~system~~Companies ofissued ~~internal~~by ~~control~~COSO.

Because of the material weaknesses above, management has concluded that we did not maintain effective internal control over financial reporting as of September 30, 2013, based on Internal Control over Financial Reporting – Guidance for Smaller Public Companies issued by COSO.

Remediation of Material Weaknesses in Internal Control Over Financial Reporting

In order to remedy our existing internal control deficiencies, as our finances allow, we will hire a Chief Financial Officer and additional accounting staff.

Changes in Internal Controls over Financial Reporting

We have not yet made any changes in our internal controls over financial reporting that occurred during the period covered by this report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION


Item 1.	Legal Proceedings.

The following descriptions have previously been disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on ~~April~~March 131, ~~2013~~2014:

~~On October 7, 2011,~~ Moneylogix Group, Inc., ~~Maximus~~et ~~Investments, Inc~~al. ~~(pursuant to public records, Maximus Investments, Inc~~v. was incorporated on October 18, 2011 and the directors of record for this entity consist of Gary Cilevitz and Alex Haditaghi), Bakirkoy Financial Holdings, Inc. (pursuant to public records, the directors of record for this entity consist of Farideh Ronbakhsh and Alex Haditaghi), Bowen Financial Advisory Group LTD. (pursuant to public records, Bowen Financial Advisory Group LTD was incorporated on August 4, 2011 and the director of record for this entity consists of Vahid Haditaghi), Marciafor Holdings, Inc. (pursuant to public records, Marciafor Holdings, Inc. was incorporated on August 4, 2011 and the director of record for this entity consists of Gary Cilevitz),Alex Haditaghiand Gary Cilevitz (collectively, the “Plaintiffs”) filed a lawsuit in the Superior Court of Justice in Ontario Canada against the Company, Panacea ~~Pharmaceuticals~~Global, Inc., aet corporation organized under the laws of the State of Maryland and a principal shareholder of the Company, MahnazAlikhani, Hossein Ghanbari, Stephen Keith, the Company’s Chief Executive Officer and Director Mahmood Moshiri, and the Company’s Vice President and Director Binnay Sethi (collectively, the “Defendants”) (the “Lawsuit”)al. The Plaintiffs’ lawsuit seeks damages relating to an allegation that the operations of the Company have been conducted in a manner that is unfairly prejudicial to the interests of the Plaintiffs. To the best of the Company’s knowledge, the Lawsuit has not yet been served on the various U.S.-based Defendants named therein.

~~The~~On ~~Lawsuit~~October ~~alleges~~7, ~~among~~2011, ~~other~~Moneylogix ~~things~~Group, ~~that~~Inc., ~~the~~Maximus ~~Defendants~~Investments, ~~have~~Inc., ~~breached~~Bakirkoy ~~their~~Financial ~~obligations~~Holdings, ~~pursuant to a consulting agreement~~Inc., asBowen ~~well~~Financial asAdvisory toGroup ~~certain verbal agreements~~LTD., ~~regarding~~Marciafor ~~that certain share exchange agreement dated June 30~~Holdings, ~~2010~~Inc.,as ~~reported~~Alex inHaditaghi ~~the~~and ~~Company’s~~Gary ~~Current~~Cilevitz ~~Report on Form 8-K filed with the SEC on July 8~~(collectively, ~~2010 (~~the “~~Share~~Moneylogix ~~Exchange Agreement~~Plaintiffs”). ~~Pursuant~~filed toa ~~the~~lawsuit ~~Share~~in ~~Exchange Agreement,~~ the ~~Company~~Superior ~~acquired~~Court ~~its~~of ~~subsidiary,~~Justice ~~Panacea~~in ~~Delaware. In addition~~Ontario, ~~the~~Canada ~~Plaintiffs~~against ~~ask that certain disclosures in~~ the Company’s ~~SEC reports relating to the Share Exchange Agreement, the other transactions contemplated thereby~~ and ~~certain~~ other ~~matters be amended~~parties. The Moneylogix Plaintiffs ~~have~~generally ~~also~~allege ~~sought~~that ~~to have~~ the ~~shares~~Company ~~issued~~breached toits ~~the~~obligations ~~former~~pursuant ~~shareholders~~to ofa ~~Panacea~~Consulting ~~Delaware,~~Agreement ~~now the principal~~ and ~~majority~~various ~~shareholders~~verbal ofagreements regarding the ~~Company,~~Share beExchange ~~cancelled~~Agreement. As ~~They~~previously ~~also~~disclosed ~~seek~~in ~~to restrain~~ the ~~Defendants~~Company’s ~~from~~Current ~~proceeding~~Report ~~with~~on aForm ~~reverse~~8-K, ~~stock~~dated ~~split~~September ~~identified~~5, ~~in SEC filings. Furthermore~~2013, the ~~Plaintiffs seek to have the~~ Company’s, ~~former~~on ~~director~~August ~~and~~20, ~~principal~~2013, ~~executive~~filed ~~officer reappointed as~~ a ~~director~~Statement of ~~the~~Claim ~~Company~~with ~~and~~ the ~~current~~Ontario ~~officers~~Superior ~~and~~Court ~~directors~~ of Justice against the ~~Company~~Moneylogix ~~resign from their respective positions~~Plaintiffs. For ~~The~~procedural ~~Plaintiffs~~reasons, ~~have also demanded that~~ the Company’s ~~provide~~Statement ~~copies~~ of ~~all~~Claim ~~accounting~~was ~~records~~discontinued and ~~tax~~replaced ~~returns~~by ofa ~~the~~Statement ~~Company~~of Defence and ~~Panacea Delaware from 2009 to the present. In addition~~Counterclaim, ~~the~~which ~~Plaintiffs have requested that~~ the ~~Company~~Court ~~provide~~has ~~certain~~also ~~share~~deemed ~~certificates~~filed toon ~~their~~August ~~alleged~~20, ~~proper owners~~2013. There ~~The Plaintiffs~~ have ~~also~~been ~~claimed~~no ~~that~~material ~~they~~developments ~~have~~in ~~been~~this ~~unable~~litigation tosince ~~dispose~~the offiling ~~their holdings~~ of the ~~Company’s~~Statement ~~common~~of ~~stock~~Defence ~~due~~and toCounterclaim. The ~~the~~ Company’s ~~alleged~~believes ~~refusal to remove~~ the ~~transfer~~Moneylogix ~~restrictions on the~~ Plaintiffs’ ~~shares.~~claims ~~The~~against ~~Plaintiffs~~it ~~also~~are ~~allege~~entirely ~~that~~without ~~the~~merit ~~Company~~and ~~must~~intends ~~issue 5,000,000 warrants~~ to ~~purchase~~continue ~~the Company’s common stock~~ to ~~Maximus~~vigorously ~~Investments,~~defend ~~Inc.~~itself Inagainst ~~sum,~~and ~~the Plaintiffs seek a total of $24~~pursue,~~295,000~~ ~~in damages (including punitive damages),~~ as ~~well as pre-judgment interest~~applicable, ~~post-judgment~~its ~~interest~~legal ~~and~~recourses ~~costs.~~against ~~The Company believes~~ the Moneylogix Plaintiffs’ ~~claims~~in ~~against it are entirely without merit~~court.

~~The~~Baywood ~~Company~~Homes ~~intends~~Partnership toet ~~vigorously~~al. ~~defend~~v. ~~itself~~Moneylogix ~~against and pursue~~Group, ~~as applicable, its legal recourses against the Plaintiffs and has retained Canadian counsel in furtherance thereof~~Inc. Aset part of these efforts, the Company has signaled its intention to bring a motion to dismiss on the basis of lack of jurisdiction, which was currently set to proceed in April 2013, however the proceeding has been delayed and is uncertain when the motion to dismiss will be heardal.

On September 9, 2010, Baywood Homes Partnership, 2131059 Ontario Limited, 2206659 Ontario Limited, 2147789 Ontario Limited, 1367169 Ontario Limited and Ralph Canonaco (collectively, the " Baywood Plaintiffs") filed a lawsuit in the Superior Court of Justice in Ontario, Canada against Alex Haditaghi, Majid Haditaghi, Moneylogix Group, Inc. (a Canadian company), Mortgagebrokers.com, Financial Group of Companies Inc., Gary Cilevitz, Michael Knarr, and Farideh Ronhbakhsh (the “Baywood Non-Company Defendants”) and the Company. As previously disclosed, the Company did not participate in the initial defence put forth by the Baywood Non-Company Defendants. On April 18, 2013, Justice Edward Belobaba granted, in part, the Baywood Non-Company Defendants’ summary judgment motion and dismissed the Baywood Plaintiffs’ action in its entirety. Justice Belobaba denied the Baywood Non-Company Defendants’ summary judgment motion with regard to granting their counter-claim against the Baywood Plaintiffs. On June 9, 2014, Justice Belobaba’s decision was reversed on appeal. The litigation, in its entirety will now proceed against all defendants. The Company believes that the Baywood Plaintiff’s claims against its are entirely without merit and intends to vigorously defend itself against and pursue, as applicable, its legal recourses against the Baywood Plaintiffs in court.

Panacea Global, Inc. et-al. v. Moneylogix Group, Inc. et-al.

On September 24, 2013, the Company, Panacea Pharmaceuticals, Inc., a corporation organized under the laws of the State of Maryland and a principal shareholder of the Company, Mahmood Moshiri, the Company's Chief Executive Officer, President, Chief Medical Officer, Interim Chief Financial Officer and Director, and Binnay Sethi, the Company's Vice President and also a Director (collectively, the “Panacea Global Plaintiffs”) filed a lawsuit in the Superior Court of Justice in Ontario, Canada against Alex Haditaghi, Gary Cilevitz, Lateral Management Corp, I Stock Daily Inc., Daniel Putnam, Marcelle Lean, Mike Knarr, Mark Lindsay, Dong-Soo Lee, Robert Hyde, David Nelson, Vince Calicha, Stephen Conville, and Joseph Ferraro (collectively, the “Panacea Global Defendants”).

The Panacea Global Plaintiffs allege that the Panacea Global Defendants, prior to the entering into of the Share Exchange Agreement, conspired to cause the entity then known as Moneylogix Group, Inc., a Nevada Corporation (“Moneylogix USA” and the entity that is now the Company), to issue a substantial number of shares to Ferraro and Lateral Management Corp. for no or otherwise inadequate consideration. In addition, the Panacea Global Plaintiffs allege that after the entering into of the Share Exchange Agreement, Cilevitz wrote a letter to Moneylogix USA’s transfer agent in which he engaged in fraudulent misrepresentation in order to cause Moneylogix USA to improperly issue 1,000,000 shares to Putnam, Lateral Management Corp., Lean, Knarr, Lindsay, Lee, Hyde, Nelson, I Stock, Calicha, and Conville for no or otherwise insufficient consideration.

The Panacea Global Plaintiffs seek a number of different forms of relief, including general damages in the amount of approximately $10 million, exemplary or punitive damages in the amount of approximately $1 million, and the cancellation of certain shares. The Panacea Global Defendants have not yet delivered a Statement of Defence. The Company intends to vigorously pursue its legal recourses against the Panacea Global Defendants in court.


Item 1A.	Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.


Item 2.	Unregistered Sales Of Equity Securities And Use Of Proceeds

~~On July 3, 2013, the Company issued 680,000 shares of common stock to an investor in exchange for $340,000~~None.

On July 26, 2013, the Company issued 100,000 shares of common stock to an investor in exchange for $50,000 as a regular share issuance.

On July 29, 2013, the Company issued 2,000 shares of common stock to an investor in exchange for $1,000.

On August 15, 2013, the Company issued 100,000 shares of common stock to an investor in exchange for $50,000 as a regular share issuance.

All of the foregoing securities were offered and sold pursuant to an exemption from the registration requirements under Section 4(2) of the Securities Act of 1933, as amended and Rule 506 of Regulation D promulgated there under since, among other things, the transactions did not involve a public offering and the securities were acquired for investment purposes only and not with a view to or for sale in connection with any distribution thereof.


Item 3.	Defaults Upon Senior Securities.

None.


Item 4.	Mine Safety Disclosure.

Not applicable.


Item 5.	Other Information.

None.


Item 6	Exhibits.
Exhibit No.		Title of Document

31.1*	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906, of the Sarbanes-Oxley Act of 2002



101.INS *	XBRL Instance Document

101.SCH *	XBRL Taxonomy Extension Schema Document

101.CAL *	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF *	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB *	XBRL Taxonomy Extension Label Linkbase Document

101.PRE *	XBRL Taxonomy Extension Presentation Linkbase Document

In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

* ~~Filed~~XBRL ~~herewith~~(Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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, there unto duly authorized.

	PANACEA GLOBAL, INC.
Dated: November 13, 2013	By:	/s/ Mahmood Moshiri
Dated: August 13, 2014	By:	/s/ Mahmood Moshiri
		Mahmood Moshiri
		Chief Executive Officer and President, (Duly Authorized Officer, Principal Executive Officer , Principal Financial Officer, and Accounting Officer
		Chief Executive Officer, President, and Interim Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

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