UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~January 523, ~~2014~~2015

PANACEA GLOBAL, INC.

(Exact name of registrant as specified in its charter)





Nevada	000-30424	33-0680443
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)





330 Highway #7 East, Suite #502, Richmond Hill Ontario, Canada		L4B3P8
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (416) 450-6414





	Not Applicable
	(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 4.01 Changes in Registrant’s Certifying Accountant.

Dismissal of Previous Independent Registered Public Accounting Firm

On September 5, 2014, the Board of Directors of Panacea Global, Inc. (the “Company”) dismissed EFP Rotenberg, LLP (“EFP”) as its independent registered public accounting firm.

~~The~~Item ~~report~~1.01 ofEntry ~~EFP~~Into on the audited financial statements of the Company for the fiscal years ended December 31, 2013 and December 31, 2012 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except for a ~~going~~Material ~~concern~~Definitive ~~qualification on the Company’s financial statements for the fiscal years ended December 31, 2013 and December 31, 2012~~Agreement.

~~During~~On ~~the~~January ~~Company’s~~23, ~~two most recent fiscal years~~2015, ~~the~~a ~~subsequent~~subsidiary ~~interim~~of ~~periods~~Panacea ~~thereto~~Global, ~~and~~Inc. ~~through~~(the ~~September~~“Company”) 5,entered ~~2014,~~into ~~there~~a ~~were~~Distributor noAgreement ~~disagreements~~ (asthe ~~defined~~“Agreement”) inwith ~~Item~~Panacea ~~304~~Avecina, ofInc. ~~Regulation S-K~~(“Avecina”), ~~with~~an ~~EFP~~Ontario-chartered onentity ~~any~~unrelated ~~matter~~to ofthe ~~accounting~~Company. ~~principles~~Avecina oragreed ~~practices,~~to ~~financial~~distribute ~~statement~~the ~~disclosure,~~cancer ortesting ~~auditing~~products ~~scope~~based oron ~~procedure,~~human ~~which~~aspartyl ~~disagreements,~~beta-hydroxylase ifof ~~not resolved to~~ the ~~satisfaction~~Company’s ofOntario-chartered ~~EFP~~subsidiary, ~~would~~Panacea ~~have~~Global, ~~caused~~Inc. it(“Panacea toOntario”), ~~make reference~~ in ~~connection~~the ~~with~~countries ~~its~~of ~~opinion~~Bahrain, toIran, ~~the~~Iraq, ~~subject~~Jordan, ~~matter~~Oman, ofand ~~the disagreement~~Yemen. ~~Further,~~Avecina ~~during~~will ~~the~~pay ~~Company’s~~$70 ~~two~~per ~~most~~product ~~recent~~to ~~fiscal~~Panacea ~~years,~~Ontario ~~the~~with ~~subsequent~~a ~~interim~~goal ~~periods~~of ~~thereto,~~purchasing and ~~through~~distributing ~~September 5~~$500,000 ~~2014,~~worth ~~there~~of ~~were~~products noby ~~reportable~~December ~~events~~31, ~~(as defined in Item 304(a)(1)(v) of Regulation S-K)~~2015.

WeAvecina ~~furnished~~has ~~EFP~~two ~~with~~obligations apursuant ~~copy~~to ofthe ~~this~~Agreement. ~~disclosure~~Its onfirst ~~September~~obligation ~~25,~~is ~~2014,~~to ~~providing~~purchase ~~EFP~~a ~~with~~minimum ~~the~~of ~~opportunity~~$40,000 toworth ~~furnish~~of ~~the~~products ~~Company~~from ~~with~~Panacea aOntario ~~letter~~by ~~addressed~~December to31, ~~the~~2015. ~~Securities~~Its ~~and~~second ~~Exchange~~obligation ~~Commission~~is ~~(the~~to ~~“SEC”)~~pay ~~stating~~one ~~whether~~billion, itfour ~~agrees~~hundred ~~with~~million ~~the~~(1,400,000,000) ~~statements~~tomans ~~made~~to byPanacea usOntario ~~herein~~by inJanuary ~~response~~23, to2018. ~~Item~~Tomans ~~304(~~are a) superunit of ~~Regulation~~the ~~S-K~~Iranian ~~and~~currency, ~~if not, stating~~ the ~~respect~~rial. in1 ~~which~~toman itequals ~~does~~10 ~~not agree~~rials. A ~~copy~~As of ~~EFP’s~~February ~~letter~~12, to2015, ~~the~~1.4 ~~SEC~~billion istomans, ~~filed~~i.e., as14 ~~Exhibit~~billion ~~16.1~~rials, toequaled ~~this~~approximately ~~Report~~$500,000 in US dollars.

~~Engagement~~The foregoing description of ~~New~~the ~~Independent~~terms ~~Registered~~of ~~Public~~the ~~Accounting~~Agreement ~~Firm~~is qualified in its entirety by reference to the provisions of the Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated by reference herein.

OnItem ~~September~~ 5,.02 ~~2014,~~Departure ~~the Board~~ of Directors ofor ~~the~~Certain ~~Company~~Officers; ~~engaged~~Election ~~GBH~~of ~~CPAs,~~Directors; PCAppointment ~~(“GBH”)~~of asCertain ~~our~~Officers; ~~independent~~Compensatory ~~registered~~Arrangements ~~public~~of ~~accounting~~Certain ~~firm~~Officers.

~~During~~On ~~the~~February ~~years ended December 31~~3, ~~2013,~~2015 ~~and 2012, and~~ the ~~subsequent~~Board ~~interim~~of ~~periods~~Directors ~~through September 5, 2014, neither~~ (the ~~Company nor anyone acting on its behalf consulted GBH with respect to (i~~“Board”) ~~the application~~ of ~~accounting principles to a specified transaction, either completed or proposed, or~~ the ~~type~~Company ofunanimously ~~audit~~appointed ~~opinion~~Mr. ~~that~~Reza ~~might~~Samimi ~~be rendered on the Company’s financial statements,~~ and ~~neither~~Dr. aHossein ~~written~~A. ~~report~~Ghanbari ~~nor~~as ~~oral~~members ~~advice~~of ~~was provided to~~ the ~~Company~~Board. ~~that~~The ~~GBH~~Board ~~concluded~~now ~~was~~has anfive ~~important~~members. Mr. ~~factor~~Samimi ~~considered~~and byDr. ~~the~~Ghanbari ~~Company~~will inhold ~~reaching~~office auntil ~~decision as to~~ the ~~accounting,~~next ~~auditing~~annual orgeneral ~~financial~~meeting ~~reporting issues; or (ii) any matter that was the subject~~ of aour ~~disagreement~~shareholders or auntil ~~reportable~~removed ~~event~~from ~~set~~office ~~forth~~ in ~~Item~~accordance ~~304(a)(1)(iv)~~with ~~and~~the ~~(v),~~Company’s ~~respectively, of Regulation S-K~~bylaws.

~~Item~~Arrangements ~~9.01~~or ~~Financial~~Understandings ~~Statements and Exhibits.~~

~~(d) Exhibits: The~~There ~~following~~are ~~exhibits~~no ~~are~~arrangements ~~filed~~or understandings between and among Mr. Samimi and Dr. Ghanbari and any other persons pursuant to which Mr. Samimi and Dr. Ghanbari were selected to serve as ~~part~~members of ~~this~~the ~~report:~~Board.

Exhibit No.		Description
16.1		Letter from EFP Rotenberg, LLP.

Committees

2The Board does not currently have nominating, audit, or other committees.

~~Pursuant~~Related toParty ~~the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.~~Transactions

	PANACEA GLOBAL, INC.
Date: September 30, 2014	By:	/s/ Mahmood Moshiri
		Mahmood Moshiri Chief Executive Officer

Canroyal Pharma Incorporated owns six million shares of the Company’s common stock. Mr. Samimi owns eighty percent (80%) of this entity and thus has sole voting and sole investment control over the Company shares held by Canroyal Pharma Incorporated. As of February 12, 2015, six million shares is over five percent (5%) of the Company’s shares of common stock issued and outstanding.

3Dr. Ghanbari is the Chief Executive Officer and owns the majority of Panacea Pharmaceuticals Inc. (“Panacea Pharmaceuticals”). Panacea Pharmaceuticals owns 35.5 million shares of the Company’s common stock. Dr. Ghanbari has sole voting and sole investment control over the Company shares held by Panacea Pharmaceuticals. As of February 12, 2015, 35.5 million shares is over thirty-two percent (32%) of the Company’s shares of common stock issued and outstanding.

In addition, as previously described in the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014 that was filed with the Securities and Exchange Commission on November 14, 2014, the Company and Panacea Pharmaceuticals are parties to a licensing agreement. Pursuant to the licensing agreement, the Company has the exclusive right to develop, use, and market Panacea Pharmaceuticals’ cancer diagnostic technologies based on human aspartyl beta-hydroxylase, with rights to sublicense worldwide, except for the United States of America. The licensing agreement required the Company to pay a license fee of $2,500,000 to Panacea Pharmaceuticals by January 18, 2015. The Company fully paid the $2,500,000 it owed to Panacea Pharmaceuticals during the three months ended September 30, 2014.

Material Plans, Contracts, or Arrangements

There are no material plans, contracts, or arrangements to which Mr. Samimi and/or Dr. Ghanbari are parties or in which they participate that was entered into or amended in connection with their selection to serve as members of the Board.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits: The following exhibits are filed as part of this report:



*Exhibit No.*		*Description*

10.1		Distributor Agreement, dated January 23, 2015.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.





	PANACEA GLOBAL, INC.

Date: February 17, 2015	By:	/s/ Mahmood Moshiri
		Mahmood Moshiri Chief Executive Officer

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