UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

(Mark One)


x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2012~~2013

orOr


¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission ~~file~~File ~~number~~Number: 33000-~~0680443~~30424

PANACEA GLOBAL, INC.

(Exact name of registrant as specified in its charter)

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

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

~~Registrant’s~~Tel. ~~telephone number, including area code~~No.: (416) 450-6414

Securities registered under Section 12(b) of the Act:
Title of each class:		Name of each exchange on which registered:
None		None

(Registrant’s telephone number, including area code)

Securities registered ~~under~~pursuant ~~Section~~to Section 12(gb) of the Act: ~~Common Stock, par value $0.001 (Title of class)~~None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o Nox

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 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 S No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ~~(§ 229.405 of this chapter)~~ is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. S o

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 £o Accelerated ~~filed~~filer £o Non-~~accelerated~~Accelerated filer £o Smaller reporting company x

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, ~~2012~~2013: $1041,~~909~~991,~~076~~817.

AsIndicate ofby ~~April~~check 1,mark ~~2013,~~whether ~~there~~the ~~were~~registrant 97has filed all documents and reports required to be filed by Section 12,~~015,586~~ ~~shares~~13 or 15(d) of ~~common~~the ~~stock,~~Securities ~~$0.001~~Exchange ~~par~~Act ~~value,~~of ~~outstanding~~1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

~~Documents~~As ~~incorporated~~of byMarch 24, ~~reference:~~2014, ~~None~~there were 105,497,586 shares of common stock, $0.001 par value, outstanding.

TABLE OF CONTENTS

PART I
Item 1.		Business	5
ITEM 1.	DESCRIPTION OF BUSINESS	4
Item 1A.		Risk Factors	9
ITEM 1A.	RISK FACTORS	6
Item 1B.		Unresolved Staff Comments	9
ITEM 1B.	UNRESOLVED STAFF COMMENTS	6
Item 2.		Properties	9
ITEM 2.	DESCRIPTION OF PROPERTY	6
Item 3.		Legal Proceedings	10
ITEM 3.	LEGAL PROCEEDINGS	6
Item 4.		Mine Safety Disclosures	11
ITEM 4.	MINE SAFETY DISCLOSURES	7
PART II
Item 5.		Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	11
ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	8
Item 6.		Selected Financial Data	12
ITEM 6.	SELECTED FINANCIAL DATA	10
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
ITEM 7.	MANAGEMENT S DISCUSSION AND ANALYSIS	10
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk	18
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
Item 8.		Financial Statements and Supplementary Data	18
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	15
Item 9.		Changes in and Disagreements With Accountants On Accounting and Financial Disclosure	32
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	16
Item 9A.		Controls and Procedures	32
ITEM 9A	CONTROLS AND PROCEDURES	16
Item 9B.		Other Information	33
ITEM 9B.	OTHER INFORMATION	17
PART III
Item 10.		Directors, Executive Officers, and Corporate Governance	34
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE	18
Item 11.		Executive Compensation	36
ITEM 11.	EXECUTIVE COMPENSATION	19
Item 12.		Security Ownership Of Certain Beneficial Owners And Management and Related Stockholder Matters	37
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	21
Item 13.		Certain Relationships and Related Transactions, and Director Independence	39
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	22
Item 14.		Principal Accounting Fees and Services	40
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	23
PART IV
Item 15.		Exhibits, Financial Statement Schedules	41
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	24
Signatures			42
SIGNATURES		25

Forward-Looking Statements

This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, 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

~~Item~~ITEM 1. ~~Business~~BUSINESS.

Overview

~~Panacea~~We ~~Global,~~are ~~Inc. is~~ a corporation incorporated under the laws of Nevada in 1995. On June 30, 2010 ~~Panacea~~we ~~Global, Inc.~~ entered into a share exchange agreement with Panacea Global, Inc., a privately held Delaware corporation (“Panacea Delaware”), and the shareholders of Panacea Delaware (the “Share Exchange Agreement”) 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~~On ~~Panacea~~June ~~Delaware~~2, ~~we are a company that sells early detection cancer tests through our licensing agreement with Panacea Pharmaceuticals~~2011, ~~Inc.~~we ~~(“Pharmaceuticals”).~~filed ~~More specifically, Panacea Global Inc. is~~ a ~~biopharmaceutical~~Certificate ~~company~~of ~~focused~~Amendment ~~on providing blood (protein), serum and tissue tests~~ to ~~diagnose~~our ~~and~~Articles ~~monitor~~of ~~cancer~~Incorporation ~~through~~with athe ~~licensing~~State ~~agreement~~of ~~with~~Nevada ~~Panacea~~changing ~~Pharmaceuticals,~~the ~~Inc. The~~ Company’s ~~mission~~name is to ~~discover, develop and commercialize innovative diagnostic products.~~ Panacea’s ~~current~~Global, ~~product development focus is on novel proteins and biochemical pathways related to cellular regulation and cell cycle abnormalities in oncology diseases~~Inc.

~~Panacea~~As ~~Global, Inc. is a corporation incorporated under the laws~~ of ~~Nevada. On~~December ~~June 30~~31, ~~2010 Panacea Global~~2013, ~~Inc.~~we ~~entered~~are ~~into~~in athe ~~share~~development ~~exchange~~stage ~~agreement with Panacea Global, Inc., a privately held Delaware corporation (“Panacea Delaware”),~~ and ~~the~~have ~~shareholders~~negative ofworking ~~Panacea Delaware pursuant to which we acquired all of the outstanding~~ capital, ~~stock~~have ofnot ~~Panacea~~earned ~~Delaware~~any revenues from ~~the~~operations ~~Panacea Delaware shareholders~~ and ~~Panacea~~have ~~Delaware~~accumulated ~~became~~a ~~our wholly owned subsidiary and our operating business~~deficit.

~~Through~~Licensing 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.Agreement

On March 24, 2010, Panacea Delaware entered into a licensing agreement (the “Licensing Agreement”) with Pharmaceuticals. Pursuant to the Licensing Agreement, ~~Inc.~~Panacea Delaware was ~~founded~~granted inthe ~~1999~~exclusive right to ~~discover~~develop, ~~develop~~use, and ~~commercialize~~market ~~innovative~~Pharmaceuticals’ ~~therapeutic~~HAAH ~~and~~based cancer diagnostic ~~products~~technologies, with rights to sublicense worldwide, except for ~~cancer~~the ~~and~~United ~~diseases~~States of America. In consideration for the ~~central~~Licensing ~~nervous~~Agreement, ~~system.~~Panacea ~~In-house~~Delaware ~~research~~issued 35,500,000 shares of its common stock to Pharmaceuticals and ~~development~~is ~~activities~~obligated ~~are~~to ~~performed~~pay atPharmaceuticals ana 11license fee of $2,500,000, ~~square~~due ~~foot~~within ~~facility~~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 ~~Gaithersburg~~full. The aggregate consideration paid and therefore fair value of the Licensing Agreement equals $50,000,000. Further, ~~Maryland~~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.

~~Panacea~~On ~~Laboratories~~November 18, ~~Inc.~~2011 iswe ~~certified~~entered ~~under~~into ~~the~~an ~~Clinical~~amendment ~~Laboratory~~to ~~Improvement~~the ~~Amendments~~Licensing ofAgreement ~~1988~~whereby ~~(CLIA)~~the toLicensing ~~perform~~Agreement ~~high~~was ~~complexity~~amended ~~testing,~~to ~~and~~clarify ~~offers~~that ~~several~~the ~~cancer~~license ~~diagnostic~~granted ~~tests~~ to ~~patients,~~us ~~physicians~~is ~~and clinical laboratories~~exclusive.

On ~~March~~January 2418, ~~2010~~2013, ~~Panacea~~we ~~Delaware~~ entered into a ~~licensing~~second ~~agreement~~amendment ~~(the “Licensing Agreement”) with Pharmaceuticals. Pursuant~~ to the Licensing Agreement, ~~Panacea~~(“Amendment ~~Delaware~~No. ~~was~~2”). The ~~granted~~Company ~~the~~entered ~~exclusive~~into ~~right~~Amendment toNo. ~~develop~~2, ~~use,~~extending ~~and~~the ~~market~~payment ~~Pharmaceuticals’~~term ~~HAAH~~of ~~based cancer diagnostic technologies, with rights to sublicense worldwide, except for~~ the ~~United~~Licensing ~~States~~Agreement. Amendment ~~of America~~No. ~~Panacea~~2 ~~Global~~provides ~~continues~~that tothe ~~market~~Company ~~and~~shall ~~sell~~pay ~~products~~the ~~through~~remaining ~~strategic~~License ~~partnerships~~Fee ~~with~~within ~~companies~~two inyears ~~different~~from ~~countries~~the byexecution ~~entering~~date ~~into~~of ~~sublicensing~~Amendment ~~agreements to sell our products~~No. ~~We anticipate that our licensing agreements, with amenable profit margins, will underpin our revenue for the 2013 year~~2.

5During the current year, the Company was non-compliant with its repayment terms. Based on the value of the equity raised in the current year, the Company only paid approximately a quarter of the equity raise. The License Fee continues to be repaid on a regular basis with $574,211 remaining payable at December 31, 2013 and we will continue to reduce the payable until it is fully repaid.

OnWe ~~November~~hope ~~18,~~to ~~2011~~market weand ~~entered~~sell products through strategic partnerships with companies in different countries by entering into ansublicensing ~~amendment~~agreements to ~~the~~sell ~~Licensing~~our ~~Agreement~~products. We ~~whereby~~may ~~the~~enter ~~Licensing~~into ~~Agreement~~sublicensing ~~was~~agreements ~~amended~~with toone ~~clarify~~or ~~that~~more third parties under all or some of the ~~license~~related ~~granted~~Pharmaceuticals patents. Additionally, we hope to usdevelop isstand ~~exclusive~~alone operations in certain countries including Canada.

OnSublicense ~~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.~~Agreement

~~Licensing~~On November 18, 2011, we entered into an exclusive sublicense agreement by and between Panacea Global, Inc., a corporation organized under the laws of Ontario and our wholly owned subsidiary (“Panacea Canada”), Pharmaceuticals, Panacea Delaware, 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.

~~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.~~Patents

WePursuant ~~hope~~ to ~~market~~the ~~and~~Licensing ~~sell~~Agreement, ~~products~~we ~~through~~acquired ~~strategic~~a global ~~partnerships~~diagnostic license (“GDL”) with ~~companies~~rights into ~~different~~sublicense ~~countries~~our bytechnology ~~entering~~worldwide, ~~into~~except ~~sublicensing~~for ~~agreements~~the toUnited ~~sell~~States ~~our~~of ~~products~~America. WeThe ~~may~~GDL ~~enter~~allows ~~into~~the ~~sublicensing~~Company ~~agreements~~to ~~with~~develop, ~~one~~market orand ~~more~~use ~~third~~licensed ~~parties~~products ~~under all or some of the~~ related ~~Pharmaceuticals patents. Additionally, we hope~~ to ~~develop~~HAAH ~~stand~~based ~~alone~~laboratory ~~operations~~tests infor ~~certain~~the ~~countries~~following ~~including~~two ~~Canada.~~patents pending:

On· ~~January~~Methods ~~18,~~of ~~2013~~Diagnosing, wePredicting ~~entered~~Therapeutic ~~into~~Efficacy aand ~~second~~Screening ~~amendment~~for toNew ~~the~~Therapeutic ~~Licensing~~Agents ~~Agreement~~for ~~(“Amendment~~Leukemia ~~No.~~– 2”). The Company entered into Amendment No. 2, extending the payment term of the Licensing Agreement. Amendment No. 2 provides that the Company shall pay the remaining License Fee within two years from the execution date of Amendment No. 2. Pending

~~Sublicense~~· ~~Agreement~~Methods of Diagnosing Lung Cancer – Pending

OnExclusive ~~November~~Master ~~18,~~Purchase 2011, we entered into an exclusive sublicense agreement by and between Panacea Global, Inc. a 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~~with toPalmverse 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. Limited

~~Patents~~On July 7, 2011, we, through Panacea Delaware, entered into an exclusive master purchase agreement with Palmverse Limited, a Belarus corporation (“Palmverse”) (the “Master Purchase 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 Master Purchase Agreement expired on December 31, 2011 (the “Initial Term”). Following the expiration of the Initial Term, the Master Purchase Agreement renews 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 Master Purchase Agreement.

~~Pursuant~~The Master Purchase Agreement provides that Palmverse will be required to meet a minimum purchase amount threshold of the ~~Licensing~~Cancer Testing Products for each year the Master Purchase Agreement is in effect. In that regard, weduring ~~acquired~~the Initial Term, Palmverse was required to purchase a ~~global~~ ~~diagnostic~~minimum ~~license~~of $280,000 in Cancer Testing Products. Thereafter, in the period ranging from January 1, 2012 to December 31, 2012 (the “~~GDL~~First Renewal Term”), ~~with~~Palmverse ~~rights~~was required to ~~sublicense~~purchase ~~our~~a ~~technology~~minimum ~~worldwide~~of $3,500,000 ~~except~~in ~~for~~Cancer ~~the~~Testing ~~United~~Products. ~~States~~During ofthe ~~America. The~~period ~~GDL~~ranging ~~allows~~from ~~the~~January ~~Company~~1, 2013 to ~~develop~~December 31, ~~market~~2013 ~~and~~(the ~~use~~“Second ~~licensed~~Renewal ~~products~~Term”), ~~related~~Palmverse was required to ~~HAAH~~purchase ~~based~~a ~~laboratory~~minimum ~~tests~~of ~~for~~$5,250,000 in Cancer Testing Products. Finally, in each renewal term commencing after the ~~following~~Second ~~two~~Renewal ~~patents~~Term, ~~pending:~~Palmverse is required to purchase a minimum of $7,000,000 in Cancer Testing Products.

·Palmverse ~~Methods~~has offailed ~~Diagnosing~~to make the minimum purchase amounts during the Initial Term, ~~Predicting~~and ~~Therapeutic~~the ~~Efficacy~~First and ~~Screening~~Second ~~for~~Renewal ~~New~~Terms, ~~Therapeutic~~and ~~Agents~~is ~~for~~therefore ~~Leukemia~~in –default ~~Pending~~of the Agreement. We will not be terminating the Master Purchase Agreement, and we are providing Palmverse the opportunity to cure their default and begin to order the Cancer Testing Products.

·Reverse ~~Methods of Diagnosing Lung Cancer – Pending~~Split

On September 6, 2011, our Board of Directors (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. 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.

~~Exclusive~~Research ~~Master~~and ~~Purchase Agreement with Palmverse Limited~~Development

OnWe ~~July~~did 7,not ~~2011,~~spend ~~we,~~any ~~through~~money ~~our~~on ~~wholly~~Research 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~~Development ~~testing~~activities ~~services~~during to2012 ~~diagnose~~ and ~~monitor cancer (the “Cancer Testing Products”) within the Republic of Belarus~~2013. 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.Employees

~~Palmverse~~As ~~failed~~of toMarch ~~make~~24, ~~the minimum purchase amounts during the Initial Term~~2014, ~~and~~we ishad ~~therefore~~3 inemployees ~~default~~consisting of ~~the~~our ~~Agreement.~~Chief WeExecutive ~~will not be terminating the Agreement~~Officer, ~~and~~Vice wePresident ~~are providing Palmverse the opportunity to cure their default~~ and ~~begin~~administrative ~~to order the Cancer Testing Products~~assistant.

~~Reverse Split~~5

OnITEM 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”)1A. On ~~September~~RISK ~~6, 2011, we also received approval for the Reverse Stock Split from our shareholders~~FACTORS. 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.

7Smaller reporting companies are not required to provide the information required by this item.

~~Exclusive~~ITEM ~~Master~~1B. ~~Purchase~~UNRESOLVED ~~Agreement~~STAFF ~~with Palmverse Limited (Belarus)~~COMMENTS.

OnSmaller ~~July~~reporting 7,companies ~~2011,~~are ~~we,~~not ~~through~~required ~~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~~information ~~right~~required toby ~~use~~this ~~the Company’s blood, serum and tissue testing services to diagnose and monitor cancer (the “Cancer Testing Products”) within the Republic of Belarus~~item. ~~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.~~

~~Palmverse~~ITEM ~~failed to make the minimum purchase amounts during the Initial Term, and is therefore in default of the Agreement~~2. WeDESCRIPTION ~~will~~OF ~~not be terminating the Agreement, and we are providing Palmverse the opportunity to cure their default and begin to order the Cancer Testing Products~~PROPERTY.

~~Exclusive~~As ~~Sublicense~~of ~~Agreement~~March ~~with~~24, ~~Panacea~~2014, ~~Laboratories~~the (Company and its subsidiary operate out of a space located at 330 Highway #7 East, Suite 502, Richmond Hill, Ontario, Canada, L4B 3P8. Our telephone number is (416) 450-6414. Our internet website can be found under the domain name of http://www.panaceaglobalinc.com

OnITEM ~~November 18, 2011, we entered into an exclusive sublicense agreement by and between Panacea Global, Inc~~3., aLEGAL ~~corporation organized under the laws of Ontario and our wholly owned subsidiary (“Panacea Canada”), Pharmaceuticals, Panacea Global, Inc~~PROCEEDINGS., 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.

~~2013~~Moneylogix ~~Objectives~~Group, Inc. et al. v. Panacea Global, Inc. et al.

~~Our~~As ~~primary~~previously ~~goal~~disclosed isin tothe ~~attempt~~Company’s toCurrent ~~sell~~Report ~~our~~on ~~diagnostic~~Form ~~screening~~8-K, ~~products~~dated October 18, 2011, its Annual Reports on Form 10-K for the ~~early~~fiscal ~~detection~~years ofended ~~pre~~December 31, 2011 and December 31, 2012, and its Quarterly Reports on Form 10-~~cancer~~Q, for the quarterly periods of the years 2012 and ~~cancer~~2013, on October 7, 2011, Moneylogix Group, Inc., ~~Our~~Maximus ~~HAAH-based~~Investments, ~~early~~Inc., ~~cancer~~Bakirkoy ~~detection~~Financial ~~blood~~Holdings, ~~testing~~Inc., ~~services~~Bowen ~~can~~Financial beAdvisory ~~used~~Group LTD., Marciafor Holdings, Inc., Alex Haditaghi and Gary Cilevitz (collectively, the “Moneylogix Plaintiffs”) filed a lawsuit in the Superior Court of Justice in Ontario, Canada against the Company and other parties. The Moneylogix Plaintiffs generally allege that the Company breached its obligations pursuant to ~~assist~~a ~~physicians~~Consulting Agreement and various verbal agreements regarding the Share Exchange Agreement. As previously disclosed in ~~detecting~~the Company’s Current Report on Form 8-K, dated September 5, 2013, the ~~following~~Company, ~~types~~on August 20, 2013, filed a Statement of ~~cancer:~~Claim ~~Breast~~with ~~Cancer,~~the ~~Colorectal~~Ontario ~~Cancer~~Superior Court of Justice against the Moneylogix Plaintiffs. For procedural reasons, ~~Lung~~the ~~Cancer~~Company’s Statement of Claim was discontinued and replaced by a Statement of Defence and Counterclaim, ~~Prostate~~which ~~Cancer~~the Court has also deemed filed on August 20, ~~Chronic~~2013. There have been no material developments in this litigation since the filing of the Statement of Defence and ~~Acute~~Counterclaim. The ~~Myelogenous~~Company ~~Leukemia~~believes ~~(AML~~the &Moneylogix ~~CML)~~Plaintiffs’ claims against it are entirely without merit and intends to continue to vigorously defend itself against and pursue, as applicable, its legal recourses against the Moneylogix Plaintiffs in court.

~~Panacea~~Baywood ~~Global~~Homes ~~will~~Partnership et ~~provide~~al. v. ~~blood~~Moneylogix ~~and~~Group, ~~serum tests to diagnose and monitor cancer~~Inc. et ~~Our strategic roadmap to achieve this goal includes the utilization of the following key tests:~~al.

1As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, 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. BC(a ~~Detect®~~Canadian company), Mortgagebrokers.com, Financial Group of Companies Inc., Gary Cilevitz, Michael Knarr, and Farideh Ronhbakhsh (the “Baywood Non-Company AnDefendants”) and the Company. As previously disclosed, the Company did not participate in ~~vitro~~the ~~serum~~initial ~~test~~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 ~~help~~granting their counter-claim against the Baywood Plaintiffs. The Baywood Plaintiffs appealed Justice Belobaba’s decision and the appeal was heard on March 4, 2014. The Company believes that the Baywood Plaintiff’s claims against its are entirely without merit and intends to ~~detect~~vigorously defend itself against and ~~identify~~pursue, ~~recurrence~~as ofapplicable, ~~breast~~its ~~cancer~~legal recourses against the Baywood Plaintiffs in court.

2.Panacea CCGlobal, ~~Detect®~~Inc. et-al. Anv. inMoneylogix ~~vitro~~Group, ~~serum~~Inc. ~~test~~et-al. ~~to help to detect and identify recurrence of colorectal cancer~~

3On September 24, 2013, the Company, Panacea Pharmaceuticals, Inc., LCa ~~Detect®~~corporation -organized Anunder inthe ~~vitro~~laws ~~serum~~of ~~test~~the toState ~~help~~of toMaryland ~~detect~~and a principal shareholder of the Company, Mahmood Moshiri, the Company's Chief Executive Officer, President, Chief Medical Officer, Interim Chief Financial Officer and ~~identify~~Director, ~~recurrence~~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 ~~lung~~Justice ~~cancer~~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”).

~~4. PC Detect® - An in vitro serum test to help to detect and identify recurrence of prostate cancer~~6

5.The TKPanacea ~~Sense®~~Global -Plaintiffs Aallege ~~RT-PCR~~that ~~(gene~~the ~~expression)~~Panacea ~~test~~Global ~~that~~Defendants, ~~predicts~~prior to the ~~response~~entering into of ~~patients~~the ~~with~~Share ~~chronic~~Exchange ~~Myelogenous~~Agreement, ~~leukemia~~conspired to cause the entity then known as Moneylogix Group, Inc., a Nevada Corporation (~~CML~~“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 ~~drug~~Panacea ~~imatinib~~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.

~~2013~~The ~~Priorities~~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.

InITEM ~~2013,~~4. weMINE ~~will~~SAFETY ~~devote significant time and resources on our two-fold growth strategy which is both an international and domestic strategy~~DISCLOSURES.

~~International~~ Not ~~Growth Strategy:~~applicable.

Our international growth strategy consists of marketing and selling its products through strategic partnerships with companies around the world. This is accomplished by our entering into sublicensing agreements with various companies, giving those companies the rights to sell diagnostic tests relevant to our patents. In return, we will receive an upfront fee and royalty streams from the strategic partners. Specifically, we are endeavoring to create strategic partnerships with companies in Canada, Belarus, Near East Region, India, China, Korea, Ireland, Romania, and Japan, as well as Europe, Africa and the Middle East. In order to be considered, strategic partners must demonstrate relevant expertise and a proven track record. We hope to develop strategic partnerships with approximately ten partners in at least ten countries per year. 7

8PART II

~~Canadian~~ITEM ~~Growth~~5. ~~Strategy:~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

InOur ~~conjunction~~common ~~with~~stock ~~their~~is ~~international~~traded ~~growth~~on ~~strategy,~~the ~~our~~OTC ~~Canadian~~Bulletin ~~growth~~Board, ~~strategy~~ticker ~~will~~symbol ~~focus~~“PANG” onThe ~~developing~~quotations ~~the~~reflect ~~Canadian~~inter-dealer ~~market~~prices, aswithout aretail ~~stand~~mark-~~alone~~up, ~~operation~~markdown ~~(Panacea~~or ~~Laboratories~~commission, ~~Inc~~and may not represent actual transactions.). The ~~This~~closing ~~will~~price beof ~~accomplished~~the ~~through~~common ~~obtaining~~stock ~~approval~~on ~~and~~March ~~subsequently~~24, ~~distributing~~2014 ~~the~~was ~~product~~$0.65 Weper ~~expect~~share. ~~Canadian~~The ~~revenues~~high toand below ~~generated~~bid byprices ~~the~~for ~~end~~trading of ~~2013.~~our ~~Clinical~~stock ~~diagnostic~~for ~~testing~~each ~~laboratories~~of ~~will~~the ~~initially~~quarters beduring ~~established~~2013 ~~in Toronto~~ and ~~subsequently~~2012 inwas ~~other~~as ~~provinces.~~ follows:

Updated Valuation Analysis of Global Diagnostic License


	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter
2013:
High	$	0.49	$	0.75	$	0.90	$	0.66
Low	$	0.34	$	0.33	$	0.41	$	0.40

As of December 31, 2012, there was no updated valuation analysis regarding our Global Diagnostic License (the “License”) be to replace the report dated December 31, 2011, and filed with our Current Report on Form 8-K with the Securities and Exchange Commission on June 30, 2010. Reznick Group performed a valuation analysis to estimate the fair value of our License as of December 31, 2011 (the “Valuation Date”).


	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter
2012:
High	$	0.30	$	0.30	$	0.95	$	0.75
Low	$	0.05	$	0.20	$	0.25	$	0.49

~~According~~Holders ~~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~~Capital technology, method, process, patent rights, and know-how related to the cancer testing products. Based on the update valuation analysis, the fair market value of the License was determined to be $55.8 million as of the Valuation Date.Stock

~~Employees~~As of March 24, 2014 there were approximately 1,061 holders of record of our common stock.

AsRule of144 ~~April 1, 2013, we had three (3) full-time employees consisting of our Chief Executive Officer, Vice President and an administrative assistant.~~Shares

~~Item~~As ~~1A.~~of ~~Risk~~the ~~Factors~~date of this annual report on Form 10-K, we do not have any shares of our common stock that are currently available for sale to the public in accordance with the volume and trading limitations of Rule 144.

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

~~Item~~To 1Bdate, we have paid no dividends on our shares of common stock and have no present intention of paying any dividends on our shares of common stock in the foreseeable future. ~~Unresolved~~The ~~Staff~~payment ~~Comments~~by us of dividends on the shares of common stock in the future, if any, rests solely within the discretion of our Board and will depend upon, among other things, our earnings, capital requirements and financial condition, as well as other factors deemed relevant by our Board. Although dividends are not limited currently by any agreements, it is anticipated that future agreements, if any, with institutional lenders or others may limit our ability to pay dividends on our shares of common stock.

~~Smaller~~Securities ~~reporting~~Authorized ~~companies~~for ~~are~~Issuance ~~not~~under ~~required~~Equity toCompensation ~~provide the information required by this item.~~ Plan

~~Item~~As 2of December 31, 2013, we had one compensation plan in place, entitled “Panacea Global, Inc.’s ~~Properties~~2011 Omnibus Incentive Plan.” The Panacea Global, Inc.’s 2011 Omnibus Incentive Plan was approved by our Board on July 26, 2011.

As of April 1, 2013, the Company and its subsidiary operate out of a space located at330 Highway #7 East, Suite 502, Richmond Hill, Ontario, Canada, L4B 3P8. In 2011, the Company entered into a lease for this space 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 $22,455 and $30,669 for the years ended December 31, 2012 and 2011 respectively. Minimum lease commitments under non-cancellable operating leases are as follows:8

Year ending December 31
Plan	Total number of securities authorized	Number of securities to be issued upon exercise of outstanding options as at December 31, 2013 and 2012	Weighted-average exercise price of outstanding options as at December 31, 2013 and 2012	Number of securities remaining available for further issuance as at December 31, 2013 and 2012
2013		$ 32,429
2011 Omnibus Incentive Plan	10,000,000	4,500,000	$0.55	5,500,000
2014		34,057
2015		35,554
2016		8,982

InOn ~~addition~~July 26, 2011 the ~~Company~~Board isapproved ~~required~~the issuance of non-qualified stock options (the “Options”) to ~~pay~~each ~~its~~of: ~~pro~~Mahmood ~~rata~~Moshiri ~~share~~(“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 Director, for each to purchase 2,000,000 shares of the Company’s common ~~area~~stock. The ~~maintenance~~Options ~~costs~~were granted pursuant to, and ~~property~~are ~~taxes~~subject to, the Company’s 2011 Omnibus Incentive Plan which was approved by the Board on July 26, 2011.The Options vested and became exercisable on January 26, 2012 at an exercise price of $0.55 per share and expire on July 26, 2021.

~~Our~~On ~~telephone~~February ~~number~~25, is2013, ~~(416)~~the ~~450-6414.~~Company ~~Our~~issued ~~internet~~1,600,000 ~~website~~shares ~~can~~of becommon ~~found~~stock ~~under~~to ~~the~~investors ~~domain~~in ~~name~~exchange offor ~~http://www~~$352,895.~~panaceaglobalinc.com~~

9On March 1, 2013, the Company issued an additional 40,000 shares of common stock to an investor in exchange for $20,000 worth of services.

~~Item~~On 3.April ~~Legal~~29, ~~Proceedings~~2013, the Company issued 1,184,000 shares of common stock to investors in exchange for $592,000.

~~Moneylogix~~On ~~Group~~May 31, ~~Inc.~~2013, etthe alCompany v.issued ~~Panacea Global~~860,000 ~~Inc.~~shares etof alcommon stock to investors in exchange for $380,000.

On ~~October~~June 74, ~~2011~~2013, ~~Moneylogix Group, Inc., Maximus Investments, Inc., Bakirkoy Financial Holdings, Inc., Bowen Financial Advisory Group Ltd., Marciafor Holdings, Inc., Alex Haditaghi and Gary Cilevitz (collectively,~~ the ~~"Plaintiffs") filed a lawsuit in the Superior Court of Justice in Ontario, Canada against Panacea Global, Inc. (the "~~Company~~"),~~ ~~Panacea~~issued ~~Pharmaceuticals~~20,000 ~~Inc.,~~shares ~~a corporation organized under the laws~~ of ~~the~~common ~~State~~stock ofto ~~Maryland~~investors ~~and~~in aexchange ~~principal~~for ~~shareholder of the Company~~$10, Mahnaz Alikhani, Hossein Ghanbari, Stephen Keith, the Company's Chief Executive Officer and Director Mahmood Moshiri, and the Company's Vice President and also a Director Binnay Sethi (collectively, the "Defendants")000.

~~The~~On ~~Plaintiffs~~July ~~generally~~8, ~~allege~~2013, ~~that~~ the ~~Defendants~~Company ~~have~~issued ~~breached their obligations pursuant to a Consulting Agreement and various verbal agreements regarding the Share Exchange Agreement dated June 30~~680,000 ~~2010~~shares ~~(the~~of ~~"Share~~common ~~Exchange~~stock ~~Agreement"). Pursuant~~ to ~~the~~investors ~~Share~~in ~~Exchange~~exchange ~~Agreement,~~for ~~the Company acquired its subsidiary~~$287, ~~Panacea Delaware~~105.

~~The~~On ~~Plaintiffs~~July ~~seek~~26, ~~a number of different forms of relief~~2013, ~~including damages in~~ the ~~amount~~Company ofissued ~~approximately $25 million~~100,000 ~~the cancellation of certain~~ shares ~~and the issuance~~ of ~~share~~common ~~warrants.~~stock ~~The Defendants have obtained particulars of the claim but have not yet delivered a Statement of Defence. The have also served a motion~~ to ~~dismiss~~investors ~~the~~in ~~entire~~exchange ~~action~~for ~~on the basis of lack of jurisdiction. This motion is scheduled to be heard on May 24~~$50, ~~2013~~000.

AtOn ~~this~~August ~~early~~13, ~~stage~~2013, of the ~~litigation it is not possible to quantify the potential liability (if any) that may arise from this action. The~~ Company ~~believes~~issued ~~the~~100,000 ~~Plaintiffs'~~shares ~~claims~~of ~~against~~common itstock ~~are entirely without merit and intends~~ to ~~vigorously~~investors ~~defend~~in ~~itself~~exchange ~~against~~for ~~and pursue~~$50, ~~as applicable, its legal recourses against the Plaintiffs in court~~000.

~~Bayvvood~~On ~~Homes~~December ~~Partnership~~4, et2013, ~~al.~~the v.Company ~~Moneylogix~~issued ~~Group~~50,000 ~~Inc.~~shares etof ~~al.~~common stock to investors in exchange for $25,000.

~~The~~On ~~Company~~December ~~was recently notified that Bayvvood Homes Partnership ("Baywood")~~31, ~~2131059 Ontario Limited~~2013, ~~2206659~~the ~~Ontario~~Company ~~Limited,~~issued ~~2147789 Ontario Limited~~6, ~~1367169 Ontario Limited and Ralph Canonaco (collectively~~000,000 ~~the~~shares ~~"Plaintiffs")~~of ~~filed~~common astock ~~lawsuit~~to onan ~~September~~investor ~~9, 2010~~ in ~~the~~exchange ~~Superior~~for ~~Court of Justice in Ontario~~$3, ~~Canada against Moneylogix Group~~000,000 ~~Inc. (now known~~ as ~~Panacea Global, Inc.) (the "Company"), Alex Haditaghi, Majid Haditaghi, Moneylogix Group, Inc. (~~a ~~Canadian~~regular ~~company)~~share ~~("Moneylogix Canada"), Mortgagebrokers~~issuance.~~com, Financial Group of Companies Inc., Gary Cilevitz, Michael Knarr, and Farideh Ronhbakhsh (collectively, the "Defendants").~~

~~Among~~All ~~other~~of ~~allegations~~the ~~directed~~foregoing ~~against~~securities were offered and sold pursuant to an exemption from the ~~Defendants~~registration ~~more~~requirements ~~generally,~~under Section 4(2) of the ~~Plaintiffs~~Securities ~~allege~~Act ~~that~~of ~~Mr.~~1933, ~~Haditaghi~~as amended and ~~Mortgagebrokers.com~~Rule ~~agreed~~506 toof ~~provide~~Regulation ~~Bohemian~~D ~~Embassy~~promulgated ~~with~~there aunder ~~$12~~since, ~~million~~among ~~loan~~other things, ~~but~~the ~~failed~~transactions todid donot ~~so,~~involve ~~resulting~~a inpublic anoffering ~~inability~~and on the ~~part~~securities ofwere ~~Bohemian~~acquired ~~Embassy~~for investment purposes only and not with a view to ~~obtain~~or ~~the~~for ~~financing~~sale itin ~~required.~~connection with any distribution thereof.

~~The~~Purchases ~~Plaintiffs further allege that Mr. Haditaghi convinced Bayvvood to sell a piece~~ of ~~property~~Equity toSecurities ~~the~~by ~~Company in exchange for a nominal payment from~~ the ~~Company~~Issuer and ~~Mr.~~Affiliated ~~Haditaghi's allegedly fraudulent promise that he would raise funds for Baywood.~~ Purchasers

~~The~~From ~~Plaintiffs~~January ~~allege~~1, ~~that~~2013 ~~the~~through ~~above~~and ~~actions,~~including ~~inter~~December ~~alia~~31, ~~formed~~2013, ~~part~~there ofwere ano ~~conspiracy~~purchases ~~on the part~~ of ~~the~~equity ~~Company~~securities ~~and~~by the ~~other~~issuer ~~Defendants to harm Baywood~~ and ~~its~~affiliated ~~trustees by creating sufficient financial hardship and strain upon Baywood such that it was compelled to sell the property at issue to the Company, resulting in damages to the Plaintiffs~~purchasers.

The Plaintiffs seek a number of different forms of relief, including damages in the sum of $35 million against the Defendants collectively for fraud, fraudulent misrepresentation and conspiracy. The Plaintiffs also seek various forms of relief against specific Defendants other than the Company. 9

10ITEM 6. SELECTED FINANCIAL DATA.

ItSmaller ~~bears~~reporting ~~noting~~companies ~~that~~are ~~the~~not ~~Statement~~required ~~of Claim is at times unclear as~~ to ~~whether~~provide ~~an allegation is advanced against~~ the ~~Company~~information orrequired ~~Moneylogix~~by ~~Canada.~~this In the event future clarification reveals that it is the intention of the Plaintiffs to advance against the Company certain claims ostensibly advanced against Moneylogix Canada, the above descriptions and forms of relief sought may be subject to expansionitem.

~~With~~ITEM ~~the exception of the Company, the Defendants are represented by a single law firm~~7. ~~Without~~MANAGEMENT’S ~~the~~DISCUSSION ~~knowledge~~AND ofANALYSIS ~~the~~OF ~~Company,~~FINANCIAL ~~those~~CONDITION ~~Defendants~~AND ~~have~~RESULTS ~~delivered~~OF ~~a Statement of Defence and Counterclaim on their own behalf and on behalf of the Company~~OPERATIONS. ~~The Company has yet to determine how it will respond to the allegations set out in the Statement of Claim or to the unauthorized delivery of the Statement of Defence and Counterclaim.~~

~~This~~The ~~pending~~following ~~litigation~~discussion isprovides ainformation ~~result~~which ofmanagement ~~actions~~believes ~~that~~is ~~occurred~~relevant ~~prior~~ to ~~the~~an ~~share~~assessment ~~exchange~~and ~~that~~understanding ~~was~~of ~~entered~~our ~~into~~results onof ~~June~~operations ~~30,~~and ~~2010~~financial ~~(the~~condition ~~“Share~~for ~~Exchange”). In~~the ~~connection~~fiscal ~~with~~years ~~the~~ended ~~Share~~December ~~Exchange~~31, ~~the~~2013, ~~Company ceased its prior operations~~ and ~~the~~December ~~prior~~31, ~~officers~~2012. ~~and~~The ~~directors~~discussion ofshould ~~the~~be ~~Company~~read ~~resigned~~along ~~from~~with ~~all~~our offinancial ~~their~~statements ~~respective~~and ~~positions. Accordingly,~~notes ~~the~~thereto ~~Company~~contained ~~believes~~elsewhere ~~that~~in ~~the~~this ~~Plaintiff’s claims against its are entirely without merit~~Report. The ~~Company~~following isdiscussion ~~evaluating~~and ~~its~~analysis ~~legal~~contains ~~options,~~forward-looking ~~including~~statements, ~~but~~which ~~not~~involve ~~limited~~risks toand ~~seeking~~uncertainties. ~~indemnification~~Our ~~from~~actual ~~parties~~results inmay ~~control~~differ ofsignificantly ~~the~~from ~~Company prior to~~ the ~~Share Exchange~~results, ~~and~~expectations ~~intends to vigorously defend itself against~~ and ~~pursue,~~plans asdiscussed ~~applicable,~~in ~~its~~these ~~legal~~forward-looking ~~recourses~~statements. See ~~against~~“Forward-Looking ~~the Plaintiffs in court~~Statements. ”

~~Item 4. Mine Safety Disclosures.~~Overview

~~Not~~Panacea ~~applicable~~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.

~~PART~~Through IIPanacea 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.

~~Item~~Panacea 5Pharmaceuticals, Inc. ~~Market~~was ~~for~~founded ~~Registrant’s~~in ~~Common~~1999 ~~Equity~~to discover, ~~Related~~develop ~~Stockholder~~and ~~Matters~~commercialize innovative therapeutic and ~~Issuer~~diagnostic ~~Purchases~~products for cancer and diseases of ~~Equity~~the ~~Securities~~central nervous system. In-house research and development activities are performed at an 11,000 square foot facility in Gaithersburg, Maryland.

~~Our~~Panacea ~~common~~Laboratories, ~~stock~~Inc. is ~~quoted~~certified ~~on the OTC Bulletin Board (the “OTCBB”) and OTCQB~~ under the ~~ticker~~Clinical ~~symbol~~Laboratory ~~“PANG”.~~Improvement AnAmendments ~~OTCBB~~of or1988 ~~OTCQB~~(CLIA) ~~equity~~to ~~security~~perform ~~generally~~high iscomplexity ~~any equity that is not listed or traded on a national securities exchange. The following table shows~~testing, ~~for the periods indicated, the high~~ and ~~low~~offers ~~bid~~several ~~prices~~cancer ~~per~~diagnostic ~~share~~tests ofto ~~our common stock as reported by the OTCBB quotation service. These bid prices represent prices quoted by broker-dealers on the OTCBB quotation service. The quotations reflect inter-dealer prices~~patients, ~~without~~physicians ~~retail mark-up, mark-down or commissions,~~ and ~~may~~clinical ~~not represent actual transactions~~laboratories.

2012	1st Quarter	2nd Quarter	3rd Quarter	4th Quarter
High	0.30	0.30	0.95	0.75
Low	0.05	0.20	0.25	0.49

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.

2011	1st Quarter	2nd Quarter	3rd Quarter	4th Quarter
High	-	-	0.43	0.40
Low	-	-	0.25	0.025

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.

~~Holders~~On ofNovember ~~Capital~~18, ~~Stock~~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.

AsOn ofJanuary ~~April 1~~18, 2013, ~~there~~we ~~were~~entered ~~approximately~~into ~~1,061~~a ~~holders~~second ofamendment ~~record~~to ofthe ~~our~~Licensing ~~common~~Agreement ~~stock~~(“Amendment No. ~~Because~~2”). The ~~shares~~Company ofentered ~~our~~into ~~common~~Amendment ~~stock~~No. ~~are~~2, ~~held~~extending bythe ~~depositaries,~~payment ~~brokers~~term ~~and~~of ~~other~~the ~~nominees,~~Licensing Agreement. Amendment No. 2 provides that the ~~number~~Company ofshall ~~beneficial~~pay ~~holders~~the ofremaining ~~our~~License ~~shares~~Fee iswithin ~~substantially~~two ~~larger~~years ~~than~~from the ~~number~~execution date of ~~stockholders~~Amendment ofNo. ~~record~~2.

1110

~~Dividends~~During the current year, the Company was non-compliant with its repayment terms. Based on the value of the equity raised in the current year, the Company only paid approximately a quarter of the equity raise. The License Fee continues to be repaid on a regular basis with $574,211 remaining payable at December 31, 2013 and we will continue to reduce the payable until it is fully repaid.

ToOn ~~date~~June 2, 2011, we ~~have~~filed ~~paid~~a noCertificate ~~dividends on our shares~~ of ~~common~~Amendment ~~stock~~to ~~and have no present intention of paying any dividends on~~ our ~~shares~~Articles of ~~common~~Incorporation ~~stock~~with in the ~~foreseeable~~State ~~future. The payment by us~~ of ~~dividends~~Nevada onchanging the ~~shares~~Company’s ofname ~~common~~to ~~stock~~Panacea ~~in the future~~Global, if any, rests solely within the discretion of our board of directors and will depend upon, among other things, our earnings, capital requirements and financial condition, as well as other factors deemed relevant by our board of directorsInc. Although dividends are not limited currently by any agreements, it is anticipated that future agreements, if any, with institutional lenders or others may limit our ability to pay dividends on our shares of common stock.

~~Securities~~As ~~Authorized~~of ~~for~~December ~~Issuance~~31, ~~under~~2013, ~~Equity~~we ~~Compensation~~are ~~Plan~~in the development stage and have limited working capital, have not earned any revenues from operations and have accumulated a deficit.

AsExclusive ofMaster ~~December~~Purchase ~~31,~~Agreement ~~2012,~~with wePalmverse ~~had~~Limited one compensation plan in place, entitled “Panacea Global, Inc.’s 2011 Omnibus Incentive Plan.” The Panacea Global, Inc.’s 2011 Omnibus Incentive Plan was approved by our Board on July 26, 2011. (Belarus)

Plan	Total number of securities authorized	Number of securities to be issued upon exercise of outstanding options as at December 31, 2012 and 2011	Weighted-average exercise price of outstanding options as at December 31, 2012 and 2011	Number of securities remaining available for further issuance as at December 31, 2012 and 2011
2011 Omnibus Incentive Plan	10,000,000	4,500,000	$0.55	5,500,000

On July 7, 2011, we, through Panacea Delaware, entered into an exclusive master purchase agreement with Palmverse Limited, a Belarus corporation (“Palmverse”) (the “Master Purchase 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.

~~Recent~~The ~~Sales~~initial term of ~~Unregistered~~the ~~Securities;~~Master ~~Use~~Purchase Agreement expired on December 31, 2011 (the “Initial Term”). Following the expiration of ~~Proceeds~~the ~~from~~Initial ~~Registered~~Term, ~~Securities~~the Master Purchase Agreement renews 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 Master Purchase Agreement.

OnThe ~~July~~Master ~~26,~~Purchase ~~2011~~Agreement ~~the~~provides ~~Board~~that ~~approved~~Palmverse ~~the~~will ~~issuance~~be ofrequired ~~non-qualified~~to ~~stock~~meet ~~options~~a ~~(the~~minimum ~~“Options”)~~purchase toamount ~~each~~threshold of: ~~Mahmood~~the ~~Moshiri~~Cancer ~~(“Moshiri”),~~Testing Products for each year the ~~Company’s~~Master ~~Chief~~Purchase ~~Executive~~Agreement ~~Officer~~is in effect. In that regard, ~~President~~during the Initial Term, ~~Chief~~Palmverse ~~Medical~~was ~~Officer~~required ~~and~~to ~~Director~~purchase a minimum of $280,000 ~~and~~in ~~Binnay~~Cancer ~~Sethi~~Testing Products. Thereafter, in the ~~Company’s~~period ~~Vice~~ranging ~~President~~from ~~and~~January ~~Director~~1, ~~for~~2012 ~~each~~to December 31, 2012 (the “First Renewal Term”), Palmverse wass required to purchase 2a minimum of $3,~~000~~500,000 ~~shares~~in ofCancer ~~the~~Testing ~~Company’s~~Products. ~~common~~During ~~stock. The~~the ~~Options~~period ~~were~~ranging ~~granted~~from ~~pursuant~~January to1, ~~and~~2013 ~~are~~to ~~subject~~December to31, 2013 (the ~~Company’s~~“Second ~~2011~~Renewal ~~Omnibus~~Term”), ~~Incentive~~Palmverse ~~Plan which~~ was ~~approved~~required byto ~~the~~purchase ~~Board~~a onminimum ~~July~~of 26$5,250,000 ~~2011.The~~in ~~Options~~Cancer ~~vest~~Testing ~~and~~Products. ~~became~~Finally, ~~exercisable~~in oneach ~~January~~renewal ~~26,~~term ~~2012~~commencing atafter anthe ~~exercise~~Second ~~price~~Renewal ofTerm, ~~$0.55~~Palmverse ~~per~~is ~~share~~required ~~and~~to ~~expire~~purchase ona ~~July~~minimum 26of $7,000,000 ~~2021~~in Cancer Testing Products.

OnPalmverse ~~October~~failed ~~12,~~to ~~2012~~make the minimum purchase amounts during the Initial Term, and the ~~Company~~First ~~issued~~and ~~100~~Second Renewal Terms,~~000~~ ~~shares~~and is therefore in default of ~~common~~the ~~stock~~Agreement. toWe anwill ~~investor~~not inbe ~~exchange~~terminating ~~for~~the ~~$100~~Master Purchase Agreement,~~000,~~ ~~pursuant~~and we are providing Palmverse the opportunity to ~~two~~cure ~~Subscription~~their ~~Agreements~~default ~~dated~~and ~~October~~begin ~~10,~~to ~~2012~~order the Cancer Testing Products.

~~All~~Exclusive ofSublicense ~~the~~Agreement ~~foregoing~~with ~~securities~~Panacea ~~were~~Laboratories ~~offered and sold pursuant to an exemption from the registration requirements under Section 4~~(2Canada) of the Securities Act of 1933, as amended and Rule 506 of Regulation D promulgated thereunder 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~~On 6November 18, 2011, we entered into an exclusive sublicense agreement by and between Panacea Global, Inc., ~~Selected~~a ~~Financial~~corporation ~~Data~~organized under the laws of Ontario and our wholly owned subsidiary (“Panacea Canada”), Pharmaceuticals, Panacea Delaware, 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.

~~Not~~2014 ~~applicable as a smaller reporting company.~~Objectives

12Our primary goal is to attempt to sell our diagnostic screening products for the early detection of pre-cancer and cancer. Our HAAH-based early cancer detection blood testing services can be used to assist physicians in detecting the following types of cancer: Breast Cancer, Colorectal Cancer, Lung Cancer, Prostate Cancer, Chronic and Acute Myelogenous Leukemia (AML & CML)

~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~11

~~The~~Panacea ~~following~~Global ~~discussion~~will ~~provides~~provide ~~information~~blood ~~which~~and ~~management~~serum ~~believes~~tests ~~is relevant~~ to andiagnose ~~assessment~~ and ~~understanding~~monitor ~~of our results of operations and financial condition for the fiscal years ended December 31, 2012, and December 31, 2011~~cancer. ~~The~~Our ~~discussion~~strategic ~~should~~roadmap beto ~~read~~achieve ~~along with our financial statements and notes thereto contained elsewhere in~~ this ~~Report.~~goal ~~The~~includes ~~following~~the ~~discussion~~utilization ~~and~~of ~~analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from~~ the ~~results,~~following ~~expectations~~key ~~and plans discussed in these forward-looking statements. See “Forward-Looking Statements.”~~tests:

~~Overview~~1.

~~Panacea~~BC ~~Global,~~Detect® ~~Inc.~~- isAn ain ~~corporation~~vitro ~~incorporated~~serum ~~under~~test ~~the~~to ~~laws~~help ofto ~~Nevada. On~~detect ~~June 30, 2010 Panacea Global, Inc. entered into a share exchange agreement with Panacea Global, Inc., a privately held Delaware corporation (“Panacea Delaware”),~~ and ~~the~~identify ~~shareholders~~recurrence of ~~Panacea~~breast 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. cancer

~~Through Panacea Delaware, we are a company that sells early detection cancer tests through our licensing agreement with Panacea Pharmaceuticals, Inc~~2. (“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~~CC ~~Pharmaceuticals,~~Detect® ~~Inc.~~- ~~was~~An ~~founded~~ in ~~1999~~vitro toserum ~~discover,~~test ~~develop~~to ~~and~~help ~~commercialize~~to ~~innovative~~detect ~~therapeutic~~ and ~~diagnostic~~identify ~~products~~recurrence ~~for cancer and diseases~~ of ~~the~~colorectal ~~central nervous system. In-house research and development activities are performed at an 11,000 square foot facility in Gaithersburg, Maryland.~~cancer

~~Panacea Laboratories, Inc~~3. 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.

OnLC ~~March~~Detect® ~~24,~~- ~~2010,~~An ~~Panacea~~in ~~Delaware~~vitro ~~entered~~serum ~~into~~test ~~a licensing agreement (the “Licensing Agreement”) with Pharmaceuticals. Pursuant~~ to ~~the~~help ~~Licensing Agreement, Panacea Delaware was granted the exclusive right~~ to ~~develop,~~detect ~~use,~~ and ~~market~~identify ~~Pharmaceuticals’~~recurrence ~~HAAH based cancer diagnostic technologies, with rights to sublicense worldwide, except for the United States~~ of ~~America.~~lung Panacea Global continues to market and sell products through strategic partnerships with companies in different countries by entering into sublicensing agreements to sell our products. We anticipate that our licensing agreements, with amenable profit margins, will underpin our revenue for the 2013 year.cancer

~~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~~4.

OnPC ~~June~~Detect® 2,- ~~2011,~~An wein ~~filed~~vitro aserum ~~Certificate~~test ofto ~~Amendment~~help to ~~our~~detect ~~Articles~~and ofidentify ~~Incorporation~~recurrence ~~with the State~~ of ~~Nevada~~prostate ~~changing the Company’s name to Panacea Global, Inc.~~cancer

~~As of December 31, 2012, we are in the development stage and have limited working capital, have not earned any revenues from operations and have accumulated a deficit~~5.

13TK Sense® - A RT-PCR (gene expression) test that predicts the response of patients with chronic Myelogenous leukemia (CML) to the drug imatinib.

~~Exclusive~~Our ~~Master~~primary ~~Purchase~~focus ~~Agreement~~continues to be our efforts towards commercialization of our early cancer detection test in Canada and other countries. As such, we have been able to secure a number of pilot projects with ~~Palmverse~~various ~~Limited~~government ~~(Belarus)~~bodies and industry partners across the globe.

~~On July 7~~Recently, ~~2011,~~ we, ~~through~~announced our ~~wholly~~newly ~~owned~~designed ~~subsidiary,~~automated ~~Panacea~~ELISA ~~Delaware~~machine, ~~entered~~which ~~into~~is ana ~~exclusive~~de ~~master~~novo ~~purchase~~designed ~~agreement~~fully- ~~with~~automated ~~Palmverse~~instrument ~~Limited,~~to adetect ~~Belarus corporation (“Palmverse”) (~~the ~~“Agreement”)~~presence toof ~~provide~~HAAH, ~~Palmverse~~our ~~with~~novel ~~the~~cancer ~~exclusive~~biomarker. ~~right~~With tominimal ~~use~~operator ~~the Company’s blood~~interference, ~~serum~~the ~~and~~device ~~tissue~~can ~~testing~~manage ~~services~~all toaspects ~~diagnose~~of ~~and monitor cancer (~~the ~~“Cancer~~test's ~~Testing~~protocol ~~Products”)~~with ~~within~~ the ~~Republic~~highest degree of ~~Belarus~~conformity. WeThe ~~have~~automation ~~agreed~~is tocurrently ~~provide~~capable ~~Palmverse with an exclusive right to become the sole purchaser~~ of ~~the~~managing ~~Company’s~~over ~~Cancer~~1000 ~~Testing~~patient ~~Products~~samples ~~within~~per ~~the Republic of Belarus~~day.

~~Palmverse~~We ~~failed~~plan to ~~make~~establish ~~the~~a ~~minimum~~Research ~~purchase~~& ~~amounts~~Development ~~during~~laboratory ~~the Initial Term, and is therefore~~ in ~~default~~Toronto ofwith the ~~Agreement.~~focus Weon ~~will~~further ~~not~~development ~~be terminating the Agreement,~~ and weenhancement ~~are~~of ~~providing~~our ~~Palmverse~~diagnostic ~~the~~technologies ~~opportunity to cure their default~~ and ~~begin~~pipeline ~~to order the Cancer Testing Products~~development.

~~Exclusive~~On ~~Sublicense~~the ~~Agreement~~exchange market front, we are considering the possibility of moving our listing from the OTCBB to a senior stock exchange in parallel with ~~Panacea~~a ~~Laboratories~~robust ~~(Canada)~~investor relations effort.

On2014 November 18, 2011, we entered into an exclusive sublicense agreement by and between Panacea Global, Inc., a 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. Priorities

~~2013~~In ~~Objectives~~2014 we will devote significant time and resources on our two-fold growth strategy which is both an international and domestic strategy.

~~Our~~International ~~primary~~Growth goal is to attempt to sell our diagnostic screening products for the early detection of pre-cancer and cancer. Our HAAH-based early cancer detection blood testing services can be used to assist physicians in detecting the following types of cancerStrategy: ~~Breast Cancer, Colorectal Cancer, Lung Cancer, Prostate Cancer, Chronic and Acute Myelogenous Leukemia (AML & CML)~~

~~Panacea~~Our ~~Global~~international ~~will~~growth ~~provide~~strategy ~~blood~~consists of marketing and ~~serum~~selling its products through strategic partnerships with companies around the world. This is accomplished by our entering into sublicensing agreements with various companies, giving those companies the rights to sell diagnostic tests relevant to ~~diagnose~~our patents. In return, we will receive an upfront fee and ~~monitor~~royalty ~~cancer.~~streams ~~Our~~from the strategic ~~roadmap~~partners. Specifically, we are endeavoring to ~~achieve~~create ~~this~~strategic ~~goal~~partnerships ~~includes~~with ~~the~~companies ~~utilization~~in ofCanada, Belarus, Near East Region, India, China, Korea, Ireland, Romania, and Japan, as well as Europe, Africa and the ~~following~~Middle ~~key~~East. ~~tests:~~In order to be considered, strategic partners must demonstrate relevant expertise and a proven track record. We hope to develop strategic partnerships with approximately ten partners in at least ten countries per year.

1.Canadian BCGrowth ~~Detect® - An in vitro serum test to help to detect and identify recurrence of breast cancer~~Strategy:

2.In CCconjunction ~~Detect®~~with their international growth strategy, our Canadian growth strategy will focus on developing the Canadian market as a stand-alone Anoperation in(Panacea ~~vitro~~Laboratories ~~serum~~Inc.). ~~test~~This towill ~~help~~be toaccomplished ~~detect~~through obtaining approval and ~~identify~~subsequently ~~recurrence~~distributing the product. We expect Canadian revenues to be generated by the end of ~~colorectal~~2014. ~~cancer~~Clinical diagnostic testing laboratories will initially be established in Toronto and subsequently in other provinces.

3.Valuation LCAnalysis ~~Detect® - An in vitro serum test to help to detect and identify recurrence~~ of ~~lung~~Global ~~cancer~~Diagnostic License

4.As PCof ~~Detect®~~December -31, An2013, inthere ~~vitro~~was ~~serum~~no ~~test~~updated tovaluation ~~help~~analysis regarding our Global Diagnostic License (the “License”) to ~~detect~~replace the report dated December 31, 2011 discussed in our Annual Report on Form 10-K filed with the Securities and ~~identify~~Exchange ~~recurrence~~Commission on March 30, 2012. Reznick Group performed a valuation analysis to estimate the fair value of ~~prostate~~our ~~cancer~~License as of December 31, 2011 (the “Valuation Date”).

5.According TKto ~~Sense®~~the -License AAgreement, ~~RT-PCR~~Panacea Pharmaceuticals granted us the global right (~~gene~~excluding ~~expression~~the United States and its territories and protectorates) ~~test~~with ~~that~~respect ~~predicts~~to the ~~response~~development, use, and marketing of ~~patients~~the ~~with~~technology, ~~chronic~~method, ~~Myelogenous~~process, ~~leukemia~~patent ~~(CML)~~rights, and know-how related to the ~~drug~~cancer ~~imatinib~~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.

~~2013 Priorities~~12

InFinancial ~~2013, we will devote significant time and resources on our two-fold growth strategy which is both an international and domestic strategy.~~Overview

~~International Growth Strategy:~~Revenue

~~Our~~We ~~international~~expect ~~growth~~product ~~strategy~~royalty ~~consists~~fees ~~of marketing~~ and ~~selling~~license ~~its~~fees ~~products~~to ~~through~~underpin ~~strategic~~our ~~partnerships~~gross ~~with~~revenue ~~companies~~for ~~around~~ the ~~world.~~full ~~This~~year is2014 ~~accomplished~~as byopposed ~~our~~to ~~entering~~the ~~into~~amounts ~~sublicensing~~recorded ~~agreements~~in ~~with~~2013. ~~various~~We ~~companies,~~hope ~~giving those companies the rights~~ to ~~sell~~recognize ~~diagnostic~~these ~~tests~~revenue ~~relevant~~streams tofrom our ~~patents.~~agreements Inwith ~~return,~~Palmverse ~~we will receive an upfront fee~~ and ~~royalty~~Panacea ~~streams~~Canada, ~~from~~as ~~the~~well ~~strategic~~as ~~partners.~~other ~~Specifically,~~potential customers we ~~are~~hope ~~endeavoring~~ to ~~create~~enter ~~strategic~~into ~~partnerships~~agreements with ~~companies~~during in2014. ~~Canada~~However, ~~Belarus,~~to ~~Near~~date ~~East~~Palmverse ~~Region,~~has ~~India,~~not ~~China,~~purchased ~~Korea,~~any ~~Ireland,~~of ~~Romania,~~our ~~and Japan~~products, asin ~~well~~violation asof ~~Europe,~~our ~~Africa and the Middle East. In order to be considered~~agreement, ~~strategic partners must demonstrate relevant expertise~~ and athere ~~proven~~is ~~track~~no ~~record.~~guarantee Wethat ~~hope~~we towill ~~develop~~succeed ~~strategic partnerships with approximately ten partners~~ in atentering ~~least~~into ~~ten~~any ~~countries~~additional ~~per year~~agreements.

14Results of Operations

~~Canadian~~Comparison ~~Growth~~of ~~Strategy:~~the years ended December 31, 2013 and 2012

InAs ~~conjunction~~of ~~with~~December ~~their~~31, ~~international~~2013, ~~growth~~the ~~strategy,~~Company ~~our~~has ~~Canadian~~begun ~~growth~~limited ~~strategy~~business ~~will~~operations ~~focus~~in onconnection ~~developing~~with the ~~Canadian~~Licensing ~~market as a stand-alone operation (Panacea Laboratories Inc~~Agreement.). However, ~~This~~we ~~will~~have benot ~~accomplished~~had ~~through~~any ~~obtaining~~revenues ~~approval~~during ~~and subsequently distributing~~ the ~~product.~~year Weended ~~expect~~December ~~Canadian~~31, ~~revenues to be generated by the end of~~ 2013. ~~Clinical~~or ~~diagnostic testing laboratories will initially be established in Toronto and subsequently in other provinces~~2012.

~~Updated~~Total ~~Valuation~~expenses ~~Analysis~~for the year ended December 31, 2013 were $1,460,016 as compared to total expenses of ~~Global~~$965,617 ~~Diagnostic~~for ~~License~~the year ended December 31, 2012. The increase in total expenses during fiscal 2013 was primarily attributable to an increase in office and general and salaries and benefits paid to employees. Since inception, the Company has incurred total expenses of $4,514,991.

AsThe ofCompany ~~December~~recorded ~~31,~~a ~~2012,~~net ~~there~~loss ~~was~~of no$1,531,970 ~~updated~~for ~~valuation analysis regarding our Global Diagnostic License (~~the ~~“License”)~~year beended ~~to replace the report dated~~ December 31, ~~2011,~~2013. We ~~and~~recorded ~~filed~~a ~~with~~net ~~our~~loss ~~Current~~of ~~Report~~$1,015,402 onfor ~~Form 8-K with~~ the ~~Securities~~year ~~and~~ended ~~Exchange~~December ~~Commission on June 30~~31, ~~2010~~2012. Since ~~Reznick~~inception, ~~Group performed a valuation analysis to estimate~~ the ~~fair~~Company ~~value~~has ofincurred ~~our~~a ~~License~~net asloss of ~~December 31~~$4, ~~2011 (the “Valuation Date”)~~720,970.

~~According~~Liquidity ~~to the License Agreement, Panacea Pharmaceuticals granted us the global right (excluding the United States~~ and ~~its~~Capital 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 update valuation analysis, the fair market value of the License was determined to be $55.8 million as of the Valuation Date.Resources

~~Results~~At December 31, 2013 the Company had $2,309,563 cash in hand and $53,348,511 in assets comprised of ~~Operations~~the $50,000,000 License Agreement, an investment in Panacea Laboratories, Inc. of $911,672, capital assets totaling $78,236, accounts receivable of $40,578 and prepaid expenses and deposits of $8,462. Based on our current capital needs, we expect that our current funds will fund our operations for up to approximately nine to twelve months. The License Agreement allows us to develop market and use licensed products related to HAAH based laboratory tests. Comparatively, at December 31, 2012, we had cash of $109,151 and assets of $51,184,337 which included $50,000,000 in License Agreement, an investment in Panacea Laboratories, Inc. of $912,576, capital assets totaling $89,384, accounts receivable of $38,721 and prepaid expenses and deposits of $34,505.

~~Comparison~~At December 31, 2013 we had liabilities of $2,684,494 comprised of a balance due to related party of $720,209, the ~~years~~license ~~ended~~fee payable of $574,211, deferred revenues from Panacea Laboratories, Inc. of $1,000,000, and accounts payable and accrued liabilities totaling $390,074. Comparatively at December 31, 2012, we had liabilities of $3,799,445 comprised of a balance due to related party of $943,019, the license fee payable of $1,562,500, deferred revenues from Panacea Laboratories, Inc. of $1,000,000, and ~~2011~~accounts payable and accrued liabilities totaling $293,926.

~~Revenues~~Net cash used in operating activities during the year ended December 31, 2013 was $2,360,055. Net cash used in investing activities during the year ended December 31, 2013 was $7,818 due to the Company’s purchases of capital assets. Net cash provided by financing activities during the year ended December 31, 2013 was $4,524,190 due to the sale of shares of our common stock and advances from a related party. Net cash outflows from operating activities was $1,071,888, net cash outflows from investing activities was $54,905 and inflows from financing activities was $814,524 during the year ended December 31, 2012.

As there were no revenues from operating activities as of December 31, ~~2012~~2013, we must rely upon the ~~Company~~issuance ~~has~~of ~~begun~~common ~~limited~~stock ~~business~~and ~~operations~~additional incapital ~~connection~~contributions ~~with~~from ~~the~~shareholders ~~Licensing~~and/or ~~Agreement~~loans from shareholders and third-party lenders to meet our working capital needs. We ~~have~~It ~~not~~is ~~had~~expected ~~any~~by ~~revenues~~management ~~during~~that ~~the~~we ~~year~~will ~~ended~~need ~~December~~to ~~31,~~rely ~~2012~~upon ornew ~~2011.~~capital contributions to pay our liabilities.

WeGeneral ~~expect product royalty fees~~ and ~~license~~Administrative fees to underpin our gross revenue for the full year 2013 as opposed to the amounts recorded in 2012. We hope to recognize these revenue streams from our agreements with Palmverse and Panacea Canada, as well as other potential customers we hope to enter into agreements with during 2013 However, to date Palmverse has not purchased any of our products, in violation of our agreement, and there is no guarantee that we will succeed in entering into any additional agreements. Expenses

~~Total~~General and administrative expenses increased to $945,482 for the year ended December 31, ~~2012~~2013 ~~were $965,617 as~~ compared to ~~total expenses of~~ $1502,~~983,656~~411 for the year ended December 31, ~~2011~~2012. ~~The~~ ~~decrease~~This increase in ~~total~~general ~~expenses~~and ~~during~~administrative ~~fiscal~~expenses ~~2012~~includes ~~was~~increases ~~primarily attributable to a decrease in stock based compensation~~ of $1222,~~124,367~~012 in ~~connection~~consulting ~~with~~fees, ~~the~~and ~~Options~~$723,470 ~~granted to our executive officers~~ in ~~fiscal~~office ~~2011. Since~~related ~~inception, the Company has incurred total~~ expenses ~~of $3,054,975~~.

The Company recorded a net loss of $1,015,402 for the year ended December 31, 2012. We recorded a net loss of $2,067,896 for the year ended December 31, 2011. Since inception, the Company has incurred a net loss of $3,189,000.13

~~General~~Professional Fees and ~~Administrative~~Marketing Expenses

~~General~~Professional ~~and~~Fees ~~administrative~~decreased ~~expenses increased~~ to $~~502~~233,~~411~~253 for the year ended December 31, ~~2012~~2013 ~~compared~~from to $~~423~~255,~~514~~960 for the year ended December 31, ~~2011~~2012. This ~~increase~~decrease inwas ~~general~~primarily ~~and~~due ~~administrative~~to ~~expenses~~the ~~includes~~decrease ~~increases of $151,312~~ in ~~consulting~~the ~~fees,~~cost ~~and~~of ~~$351,099~~professional ~~in office related expenses~~services.

~~Professional~~Interest ~~Fees and Marketing Expenses~~Income

~~Professional~~There ~~Fees~~was ~~increased~~no tointerest ~~$255,960~~income for the year ended December 31, ~~2012 from $205,427 for the year ended December 31, 2011~~2013. ~~This increase was primarily due to the increase in the cost of professional services.~~

15Interest Expense

~~Interest~~There ~~Income~~was no interest expense for the year ended December 31, 2013.

~~There~~Other ~~was no interest income for the year ended December 31, 2012.~~Income

~~Interest~~The ~~Expense~~Company had a loss on its investment in Panacea Laboratories, Inc. of $904 for the year ended December 31, 2013 compared to $3,184 for the year ended December 31, 2012. Panacea Laboratories, Inc. is still in development and the Company’s loss on investment represents its share of consulting, legal, accounting and other expenses incurred by Panacea Laboratories, Inc.

~~There~~Critical ~~was~~Accounting ~~no interest expense for the year ended December 31, 2012.~~Policies

~~Other~~Our ~~Income~~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.

~~The~~Recent ~~Company~~Accounting had a loss on its investment in Panacea Laboratories, Inc. of $3,184 for the year ended December 31, 2012 compared to $84,240 for the year ended December 31, 2011. Panacea Laboratories, Inc. is still in development and the Company’s loss on investment represents its share of consulting, legal, accounting and other expenses incurred by Panacea Laboratories, Inc.Pronouncements

~~Liquidity~~Changes ~~and~~to ~~Capital~~GAAP ~~Resources~~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.

AtThe ~~December~~Company ~~31,~~has ~~2012~~assessed the ~~Company~~applicability ~~had $109,151 cash in hand~~ and ~~$51,184,337~~impact ~~in assets comprised~~ of ~~the~~all ~~$50,000,000~~ASU’S ~~License Agreement, an investment in Panacea Laboratories, Inc. of $912,576, capital assets totaling $89,384, accounts receivable of $38,721~~ and ~~prepaid~~they ~~expenses~~have ~~and~~been ~~deposits~~determined ofto ~~$34,505.~~be ~~Comparatively,~~either atnot ~~December~~applicable ~~31,~~or ~~2011,~~are weexpected ~~had~~to ~~cash~~have ofminimal ~~$328,662~~impact ~~and assets of $51,345,464 which included $50,000,000 in License Agreement. Based~~ on our ~~current~~consolidated ~~capital~~financial ~~needs,~~position weand ~~expect~~results ~~that~~of ~~our current funds will fund our~~ operations ~~for up to approximately one or two months~~. We will need to raise additional funds primarily from additional debt or equity financings during fiscal 2013. However, the Company cannot make any guarantee that it will be successful in obtaining any additional financing or that the terms will be favorable to the Company.

AtGoing December 31, 2012 we had liabilities of $3,799,445 comprised of a balance due to related party of $943,019, the license fee payable of $1,562,500, deferred revenues from Panacea Laboratories, Inc. of $1,000,000, and accounts payable and accrued liabilities totaling $293,926. Comparatively at December 31, 2011, we had liabilities of $3,559,042 comprised of a balance due to related party of $649,609, the license fee payable of $1,762,500, deferred revenues from Panacea Laboratories, Inc. of $1,000,000, and accounts payable and accrued liabilities totaling $146,933.Concern

~~Net~~These ~~cash~~financial ~~used~~statements inhave ~~operating~~been ~~activities~~prepared ~~during~~assuming the ~~year~~Company ~~ended~~will ~~December~~continue ~~31,~~on ~~2012~~a ~~was~~going-concern ~~$1,071,888~~basis. ~~Net~~The ~~cash~~Company ~~used~~has inincurred ~~investing~~losses ~~activities~~since ~~during~~inception and the ~~year~~ability ~~ended~~of ~~December~~the ~~31,~~Company ~~2012~~to ~~was~~continue ~~$54,905~~as ~~due~~a togoing-concern ~~the~~depends ~~Company’s~~upon ~~purchases~~its ofability ~~capital~~to ~~assets.~~develop ~~Net~~profitable ~~cash~~operations ~~provided~~and byto continue to raise adequate financing. ~~activities~~Accumulated ~~during~~Losses ~~the~~from ~~year~~inception ~~ended~~to December 31, ~~2012~~2013 ~~was~~total $~~814~~4,~~524~~720,970. ~~due~~Management tois ~~the~~actively ~~sale~~targeting sources of ~~shares~~additional offinancing ~~our~~to ~~common~~provide ~~stock~~for ~~and~~the ~~advances~~continuation ~~from~~of athe ~~related~~Company’s ~~party~~operations. ~~There~~ ~~net~~In ~~cash~~order ~~outflows~~for ~~from~~the ~~operating~~Company ~~were~~to ~~$564,287,~~meet ~~investing~~its ~~was~~liabilities ~~$1,053,013~~as ~~and~~they ~~inflows~~come ~~from~~due ~~financing~~and ~~activities~~to ~~$1,949,609~~continue ~~during~~its operations, the ~~year~~Company ~~ended~~is ~~December~~solely ~~31,~~dependent ~~2011~~upon its ability to generate such financing.

AsThere ~~there~~can ~~were~~be no ~~revenues~~assurance ~~from~~that ~~operating~~the ~~activities~~Company aswill ofbe ~~December~~able ~~31,~~to ~~2012,~~continue weto ~~must~~raise ~~rely~~funds, ~~upon~~in which case the ~~issuance~~Company ofmay ~~common~~be ~~stock~~unable ~~and~~to ~~additional~~meet ~~capital~~its ~~contributions~~obligations. ~~from~~Should ~~shareholders~~the ~~and/or~~Company ~~loans~~be ~~from~~unable ~~shareholders~~to realize its assets and ~~third-party~~discharge ~~lenders~~its toliabilities ~~meet~~in ~~our~~the ~~working~~normal ~~capital~~course ~~needs.~~of Itbusiness, isthe ~~expected~~net byrealizable ~~management~~value ~~that~~of weits ~~will~~assets ~~need~~may tobe ~~rely~~materially ~~upon~~less ~~new~~than ~~capital~~the ~~contributions~~amounts torecorded ~~pay~~in ~~our~~these ~~liabilities~~financial statements.

16The 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.

~~Critical Accounting Policies~~14

~~Our~~Impairment ~~financial statements and related public financial information are based on the application~~ of ~~accounting~~Long-lived 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.Assets

~~Recent~~In accordance with ASC 360-10-05, Accounting ~~Pronouncements~~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 continues to evaluate the Global Diagnostic License for events or changes in circumstances that would be indicative of impairment however no such indication has developed since it was acquired on March 24, 2010.

~~Changes~~Off-Balance toSheet ~~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.~~Arrangements

~~The~~As ~~Company has assessed the applicability and impact~~ of ~~all~~December ~~ASU’S~~31, ~~and~~2013, ~~they~~we ~~have~~had ~~been~~no ~~determined~~off-balance tosheet ~~be either not applicable or are expected to have minimal impact on our consolidated financial position and results of operations~~arrangements.

~~Going~~ITEM ~~Concern~~7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~These~~Smaller ~~financial~~reporting ~~statements~~companies ~~have~~are ~~been~~not ~~prepared~~required ~~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 December 31, 2012 total $3,189,000. Management is actively targeting sources of additional financing to provide ~~continuation of~~ the ~~Company’s~~information ~~operations.~~required Inby ~~order~~this ~~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~~item.

~~There~~ITEM ~~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~~8. ~~Should~~FINANCIAL ~~the~~STATEMENTS ~~Company~~AND beSUPPLEMENTARY 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.DATA

The financial statements doof ~~not~~the ~~include~~Company ~~any~~appear ~~adjustments~~on ~~relating to~~ the ~~recoverability~~next ~~and~~page ~~classification~~ of ~~recorded~~this ~~asset~~report ~~amounts~~beginning ~~and~~with ~~classification of liabilities that might be necessary should~~ the ~~Company~~Index beto ~~unable~~Financial toStatements ~~continue~~on inpage ~~existence~~F-1.

~~Impairment of Long-lived Assets~~15

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 continues to evaluate the Global Diagnostic License for events or changes in circumstances that would be indicative of impairment however no such indication has developed since it was acquired on March 24, 2010.


INDEX TO FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2

CONSOLIDATED BALANCE SHEETS	F-3

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS	F-4

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY	F-5

CONSOLIDATED STATEMENTS OF CASH FLOWS	F-6

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS	F-7

17F-1

~~Off-Balance~~REPORT ~~Sheet~~OF ~~Arrangements~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AsTo ofthe ~~December~~Board ~~31,~~of ~~2012,~~Directors ~~we had no off-balance sheet arrangements.~~and

~~Item~~Stockholders ~~7A.~~of ~~Quantitative~~Panacea ~~and~~Global, ~~Qualitative Disclosures About Market Risk~~Inc.

~~Smaller~~We ~~reporting~~have ~~companies~~audited ~~are~~the ~~not~~accompanying ~~required~~consolidated tobalance ~~provide~~sheets of Panacea Global, Inc. as of December 31, 2013 and 2012, and the ~~information~~related ~~required~~consolidated bystatements ~~this~~of ~~item~~comprehensive loss, stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2013 and for the period since inception (February 5 2010) through December 31, 2013. Panacea Global, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

~~Item~~We 8conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). ~~Financial~~Those ~~Statements~~standards require that we plan and ~~Supplementary~~perform ~~Data~~the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

18In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Panacea Global, Inc. as of December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2013 and for the period since inception (February 5 2010) through December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	20
CONSOLIDATED BALANCE SHEETS	21
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS	22
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY	23
CONSOLIDATED STATEMENTS OF CASH FLOWS	24
NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS	25

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, these conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

19/s/ EFP Rotenberg, LLP

~~REPORT~~Rochester, OFNew ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~York

ToMarch ~~the~~31, ~~Board of Directors and~~2014

~~Stockholders of Panacea Global, Inc.~~F-2

We have audited the accompanying consolidated balance sheets of Panacea Global, Inc. as of December 31, 2012 and 2011, and the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows for each of the years in the two-year period ended December 31, 2012 and for the period since inception (February 5 2010) through December 31, 2012. Panacea Global, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.


Panacea Global, Inc.
(A Development Stage Company)
		Consolidated Balance Sheets
(Expressed in US Dollars)
	As at December 31, 2013	As at December 31, 2012

Assets
Current
Cash	$ 2,309,563	$ 109,151
Other assets	49,040	73,226
Total Current Assets	2,358,603	182,377
Investment (Note 5)	911,672	912,576
Property and equipment (Note 9)	78,236	89,384
Intangible asset, net (Note 6)	50,000,000	50,000,000
Total Non-Current Assets	50,989,908	51,001,960
Total Assets	$ 53,348,511	$ 51,184,337

Liabilities
Current
Accounts payable and accrued liabilities	$ 390,074	$ 293,926
Due to related parties (Note 11)	720,209	943,019
Deferred revenue (Note 5)	1,000,000	1,000,000
License fee payable (Note 5)	574,211	1,562,500
Total Liabilities	2,684,494	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;
105,997,586 issued and outstanding (December 31, 2012 – 95,363,586) (Note 7)	105,998	95,364
Additional paid in capital	55,145,783	50,389,417
Deficit accumulated during the development stage	(4,720,970)	(3,189,000)
Accumulated other comprehensive (income) loss	133,206	89,111
Total Stockholders' Equity	50,664,017	47,384,892
Total Liabilities and Stockholders' Equity	$ 53,348,511	$ 51,184,337

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The ~~company~~accompanying isnotes not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are ~~appropriate in the circumstances, but not for the purpose of expressing~~ an ~~opinion~~integral onpart ~~the effectiveness~~ of ~~the~~these ~~company’s~~unaudited ~~internal~~interim ~~control~~condensed ~~over~~consolidated financial ~~reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial~~ statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Panacea Global, Inc. as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the twoF-year period ended December 31, 2012 and for the period since inception (February 5 2010) through December 31, 2012 in conformity with accounting principles generally accepted in the United States of America.3

~~The~~Panacea ~~accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements~~Global, ~~these~~ ~~conditions raise substantial doubt about its ability to continue as a going concern~~Inc. ~~The~~(A ~~financial~~Development ~~statements~~Stage doCompany) ~~not~~Consolidated ~~include~~Statements ~~any adjustments relating to the recoverability and classification~~ of ~~asset~~Comprehensive ~~carrying~~Loss ~~amounts~~(Expressed orin ~~the~~US ~~amount and classification of liabilities that might result should the Company be unable to continue as a going concern.~~Dollars)

EFP Rotenberg, LLP


	For the Year Ended December 31, 2013	For the Year Ended December 31, 2012	For the Period from February 5, 2010 (inception) to December 31, 2013


Revenue	$ -	$ -	$ -
Expenses
Professional fees	223,253	255,960	751,042
Cost of reorganization	-	-	39,300
Filing fees	8,954	16,095	35,375
Office and General	945,482	502,411	1,851,987
Depreciation	18,966	15,145	37,500
Stock-based compensation	-	-	1,124,367
Salaries and benefits	263,361	176,006	656,000
Total expenses	1,460,016	965,617	4,495,571
Equity loss pickup (Note 5)	(904)	(3,184)	(88,328)
Net loss before tax	(1,441,500)	(968,801)	(4,583,899)
Tax expense	(71,050)	(46,601)	(117,651)
Net loss	(1,531,970)	(1,015,402)	(4,701,550)
Foreign currency adjustment	44,095	92,758	413,321
Comprehensive Loss	(1,187,875)	(922,644)	(4,288,229)

Net loss per share-basic and diluted	(0.02)	(0.01)	(0.05)
Weighted number of shares outstanding- basic and diluted	99,967,860	95,285,717	88,431,432

~~Rochester,~~The ~~New~~accompanying ~~York~~notes are an integral part of these unaudited interim condensed consolidated financial statements

~~April 1, 2013~~F-4

20Panacea Global, Inc. (A Development Stage Company) Consolidated Statements of Stockholders' Equity (Expressed in US Dollars)

Panacea Global, Inc. (A Development Stage Company) Consolidated Balance Sheets (Expressed in US Dollars)


	Common Shares	Amount	Additional Paid in Capital	Other Comprehensive Income (Loss)	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	95,353,586	$ 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

	As at December 31, 2012	As at December 31, 2011
Assets
Current
Cash	$ 109,151	$ 328,662
Other assets	73,226	51,418
Total Current Assets	182,377	380,080
Investment (Note 5)	912,576	915,760
Property and equipment (Note 9)	89,384	49,624
Intangible asset, net (Note 6)	50,000,000	50,000,000
Total Non-Current Assets	51,001,960	50,965,384
Total Assets	$ 51,184,337	$ 51,345,464
Liabilities
Current
Accounts payable and accrued liabilities	$ 293,926	$ 146,933
Due to related parties (Note 11)	943,019	649,609
Deferred revenue	1,000,000	1,000,000
License fee payable (Note 5)	1,562,500	1,762,500
Total Liabilities	3,799,445	3,559,042
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; 95,363,586 issued and outstanding (December 31, 2011 – 94,063,586) (Note 7)	95,364	94,064
Additional paid-in capital	50,389,417	49,869,603
Deficit accumulated during the development stage	(3,189,000)	(2,173,598)
Accumulated other comprehensive (income) loss	89,111	(3,647)
Total Stockholders' Equity	47,384,892	47,786,422
Total Liabilities and Stockholders’ Equity	$ 51,184,337	$ 51,345,464

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

21F-5

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

	For the Year Ended December 31, 2012		For the Year Ended December 31, 2011		For the Period from February 5, 2010 (inception) to December 31, 2012
	For the Year Ended January 1, 2012 to December 31, 2012		For the Year ended January 1, 2011 to December 31, 2011			For the Period from February 5, 2010 (inception) to December 31, 2012
Revenue	$ -		$ -		$ -
Cash Flows from Operating Activities
Expenses
Net loss		$ (1,531,970)		$ (1,015,402)		$ (4,701,550)
Professional fees	255,960		205,427		527,789
Adjustments to reconcile net loss to net cash used in operating activities:
Cost of reorganization	-		-		39,300
Undistributed loss on joint venture (Note 5)		904		3,184		88,328
Filing fees	16,095		10,326		26,421
Depreciation		18,966		15,145		37,500
Office and General	502,411		423,514		925,925
Stock-based compensation		-		1,124,367		1,124,367
Depreciation	15,145		3,389		18,534
Stock issued for services		-		-		39,300
Stock-based compensation	-		1,124,367		1,124,367
		(1,492,100)		(997,073)		(3,412,055)
Salaries and benefits	176,006		216,633		392,639
Change in assets and liabilities:
Total expenses	965,617		1,983,656		3,054,975
Other assets		(24,186)		(21,808)		(49,040)
Equity loss pickup (Note 5)	(3,184)		(84,240)		(87,424)
Accounts payable and accrued liabilities		96,148		146,993		390,074
Net loss before tax	(968,801)		(2,067,896)		(3,142,399)
Deferred revenue		-		1,000,000		1,000,000
Tax expense	(46,601)		-		(46,601)
License fee payable		(988,289)		(200,000)		(1,925,789)
Net loss	(1,015,402)		(2,067,896)		(3,189,000)
Net cash used in operating activities		(2,360,055)		(1,071,888)		(3,996,810)
Foreign currency adjustment	92,758		(3,647)		89,111
Cash Flows from Investing Activities
Comprehensive Loss	(922,644)		(2,071,543)		(3,099,889)
Undistributed loss on joint venture (Note 5)		-		-		(1,000,000)
Net loss per share-basic and diluted	(0.01)		(0.02)		(0.04)
Purchases of property and equipment		(7,818)		(54,905)		(115,736)
Weighted number of shares outstanding- basic and diluted	95,285,717		93,411,257		84,908,374
Net cash used in investing activities		(7,818)		(54,905)		(1,115,736)
Cash flows from Financing Activities
Issuance of common stock		4,447,465		521,114		6,288,579
Due to related parties		(222,810)		293,410		720,209
Net cash provided by financing activities		4,224,655		814,524		7,008,788
Effect of exchange rate on cash		343,630		92,758		413,321
Net change in cash		2,200,412		(219,511)		2,309,563
Cash, beginning of year		109,151		328,662		-
Cash, end of year		$ 2,309,563		$ 109,151		2,309,563
Supplemental Disclosures of Cash Flow Information:
Interest paid		$ -		$ -		$ -
Taxes paid		$ -		$ -		$ -

22The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

~~Panacea Global, Inc. (A Development Stage Company) Consolidated Statements of Stockholders' Equity (Expressed in US Dollars)~~F-6

	Common Shares	Amount	Additional Paid in Capital	Other Comprehensive Income (Loss)	Accumulated Deficit during the Development Stage	Total Stockholders' Equity
Balance, February 5, 2010 (inception)	-	$ -	$ -	$ -	$ -	$ -
Issuance of common stock for cash	4,700,000	4,700	1,295,300	-	-	1,300,000
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	-	-	-	(3,647)	-	(3,647)
Stock based compensation	-	-	1,124,367	-	-	1,124,367
Net loss	-	-	-	-	(2,173,598)	(2,173,598)
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

Panacea Global, Inc.

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

23Notes to the Audited Consolidated Financial Statements

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

	For the Year Ended January 1, 2012 to December 31, 2012		For the Year ended January 1, 2011 to December 31, 2011		For the Period from February 5, 2010 (inception) to December 31, 2012
Cash Flows from Operating Activities
Net loss		$ (1,015,402)		$ (2,067,896)	$ (3,189,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Undistributed loss on joint venture (Note 5)		3,184		84,240	87,424
Depreciation		15,145		3,389	18,534
Stock-based compensation		-		1,124,367	1,124,367
Stock issued for services		-		-	39,300
		(997,073)		(855,900)	(1,919,375)
Change in assets and liabilities:
Other assets		(21,808)		(51,418)	(73,226)
Accounts payable and accrued liabilities		146,993		80,531	293,926
Deferred revenue		-		1,000,000	1,000,000
License fee payable		(200,000)		(737,500)	(937,500)
Net cash used in operating activities		(1,071,888)		(564,287)	(1,636,175)
Cash Flows from Investing Activities
Undistributed loss on joint venture (Note 5)		-		(1,000,000)	(1,000,000)
Purchases of property and equipment		(54,905)		(53,013)	(107,918)
Net cash used in investing activities		(54,905)		(1,053,013)	(1,107,918)
Cash flows from Financing Activities
Issuance of common stock		521,114		1,300,000	1,821,114
Due to related parties		293,410		649,609	943,019
Net cash provided by financing activities		814,524		1,949,609	2,764,133
Effect of exchange rate on cash		92,758		(3,647)	89,111
Net change in cash		(219,511)		328,662	109,151
Cash, beginning of year		328,662		-	-
Cash, end of year		$ 109,151		$ 328,662	109,151
Supplemental Disclosures of Cash Flow Information:
Interest paid		$ -		$ -	$ -
Taxes paid		$ -		$ -	$ -

December 31, 2013

~~The~~1. ~~accompanying~~NATURE ~~notes~~OF ~~are~~OPERATIONS anAND ~~integral part of these unaudited interim condensed consolidated financial statements~~ORGANIZATION

24MoneyLogix Group, Inc. ("MoneyLogix" or the “Company”), 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.

(AThe ~~Development~~Company ~~Stage~~is ~~Company)~~a development stage company that has currently acquired the global rights except for the United States of America for early detection cancer tests.

~~Notes~~Effective toJune 2, 2011, MoneyLogix Group, Inc. registered a change of name with the ~~Audited~~State ~~Consolidated~~of ~~Financial~~Nevada ~~Statements~~to Panacea

~~(Expressed~~Global, inInc. USEffective ~~Dollars)~~June 15, 2011, the trading symbol for the Company on the OTC Bulletin Board changed from "MLXG" to “PANG”.

~~December~~2. ~~31,~~BASIS ~~2012~~OF PRESENTATION

1The 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 ~~NATURE~~the OFdisclosures ~~OPERATIONS~~required ~~AND~~by ~~ORGANIZATION~~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 operations, stockholders' deficit and cash flows disclose activity since the date of the Company's inception.

~~MoneyLogix Group, Inc~~3. ~~("MoneyLogix"~~GOING ~~or the “Company”), 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.~~CONCERN

~~MoneyLogix~~These ~~Group,~~consolidated ~~Inc.~~financial ~~entered~~statements ~~into~~have abeen ~~share~~prepared ~~exchange~~assuming ~~agreement~~the ~~which~~Company ~~closed~~will continue on ~~June~~a ~~30,~~going-concern ~~2010 with Panacea Global, Inc~~basis. ~~(“Panacea”),~~The aCompany ~~Delaware~~incurred ~~private~~losses ~~corporation~~since ~~incorporated~~inception onand ~~February~~the 5,ability ~~2010.~~of ~~The~~the ~~reverse~~Company ~~merger~~to ~~transaction~~continue ~~effected~~as a ~~change~~going-concern ofdepends ~~control~~upon ofits ~~the~~ability ~~Company.~~to ~~The~~raise ~~accounting~~additional ~~acquirer~~finance isto ~~Panacea~~fund its operations and ~~the~~develop ~~historical~~profitable operations. ofAccumulated ~~the~~net ~~Company~~losses ~~are~~from ~~the~~inception ~~operations~~to ofDecember ~~Panacea~~31, 2013 totaled $4,720,970. ~~Pursuant~~In toorder for the ~~terms~~Company ofto ~~the~~meet ~~share~~its ~~exchange~~liabilities ~~agreement,~~as ~~MoneyLogix~~they ~~agreed~~come due and to ~~issue~~continue 74its operations,~~800,000~~ ~~shares~~the ofCompany ~~its~~is ~~common~~solely ~~stock~~dependent toupon ~~the~~its ~~stockholders~~ability ofto ~~Panacea~~generate ~~Global,~~such ~~Inc~~financing. There inis ~~exchange~~no ~~for~~assurance ~~100%~~that ofthe ~~Panacea’s~~Company ~~issued~~will ~~and~~be ~~outstanding~~able ~~stock,~~to ~~making~~obtain ~~Panacea~~such afinancing. ~~wholly~~These ~~owned~~conditions ~~subsidiary~~create ofmaterial uncertainty that cast significant doubt about the Company’s onability ~~June~~to ~~30,~~continue ~~2010~~as a going concern.

~~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.~~F-7

~~Effective June 2, 2011, MoneyLogix Group, Inc~~4. ~~registered~~SUMMARY aOF ~~change~~SIGNIFICANT ofACCOUNTING ~~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”.~~POLICIES

2The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States. ~~BASIS~~Presented OFbelow ~~PRESENTATION~~are those policies considered particularly significant:

~~The~~Basis ~~Company has not earned any revenues from limited principal operations and accordingly, the Company's activities have been accounted for as those~~ of aConsolidation ~~"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 operations, stockholders' deficit and cash flows disclose activity since the date of the Company's inception.Presentation

3The accompanying consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary Panacea (a Delaware incorporated Company) and Panacea Global Inc. ~~GOING~~(a ~~CONCERN~~Canadian incorporated Company). All inter-company transactions and balances have been eliminated upon consolidation.

~~These~~Translation ~~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~~Foreign ~~Company~~Currency toFinancial ~~continue~~Statements ~~as a going-concern depends upon its ability to raise additional finance to fund its operations~~ and ~~develop~~Foreign ~~profitable~~Currency operations. Accumulated net losses from inception to December 31, 2012 totaled $3,189,000. 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.Transactions

4The functional currency of the Company is Canadian dollars. ~~SUMMARY~~The OFfunctional ~~SIGNIFICANT~~currency ~~ACCOUNTING~~of ~~POLICIES~~the Company’s subsidiaries is United States dollars. The 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. The balance of the foreign currency translation adjustment, included in Accumulated Other Comprehensive Loss, was $44,095 for the year ended December 31, 2013. For the period from inception (February 5, 2010) through December 31, 2013, $133,206 of foreign currency translation adjustment was included in Accumulated Other Comprehensive Loss.

~~The~~Earnings ~~accounting~~or ~~policies~~Loss ofPer ~~the Company are in accordance with accounting principles generally accepted in the United States. Presented below are those policies considered particularly significant:~~Share

~~Basis~~The Company accounts for earnings per share pursuant to ASC 260-10-05, Earnings per Share, which requires disclosure on the financial statements of ~~Consolidation~~"basic" and ~~Presentation~~"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.

~~The~~ Financial accompanying 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.Instruments

25In 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 December 31, 2013, 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.

~~Translation~~In ofaccordance ~~Foreign~~with ~~Currency~~ASC ~~Financial~~820-10, ~~Statements~~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 ~~Foreign~~expands ~~Currency~~disclosures ~~Transactions~~about fair value measurements.

The functional currency of the Company is Canadian dollars. The functional currency of the Company’s subsidiaries is United States dollars. The 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 nonF-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. The balance of the foreign currency translation adjustment, included in Accumulated Other Comprehensive Loss, was $92,758 for the year ended December 31, 2012. For the period from inception (February 5, 2010) through December 31, 2012, $89,111 of foreign currency translation adjustment was included in Accumulated Other Comprehensive Loss.8

~~Earnings~~Income ~~or Loss Per Share~~Taxes

The Company accounts for ~~earnings~~income ~~per~~taxes ~~share~~ pursuant to ASC ~~260~~740-10~~-05~~, ~~Earnings~~Accounting ~~per~~for ~~Share,~~Income ~~which~~Taxes. ~~requires~~Deferred ~~disclosure~~tax onassets and liabilities are recorded for differences between the financial statements and tax basis of ~~"basic"~~the assets and ~~"diluted"~~liabilities ~~earnings~~as (well as loss) ~~per~~carry ~~share.~~forward ~~Basic~~that ~~earnings~~will ~~(loss)~~result ~~per~~in ~~share~~taxable ~~are~~or ~~computed~~deductible byamounts ~~dividing~~in ~~net~~the ~~income~~future ~~(loss)~~based byon ~~the~~enacted ~~weighted~~tax ~~average~~laws ~~number~~and ofrates. ~~common~~Valuation ~~stock~~allowances ~~outstanding~~are ~~for~~established ~~the~~when ~~period.~~necessary ~~Diluted~~to ~~earnings~~reduce ~~(loss)~~deferred ~~per~~tax ~~share~~assets isto ~~computed~~the byamount ~~dividing~~expected ~~net~~to ~~income~~be ~~(loss)~~realized. byIncome ~~the~~tax ~~weighted~~expense ~~average~~is ~~number~~recorded for the amount of ~~common~~income ~~stock~~tax ~~outstanding~~payable ~~plus~~or ~~common~~refundable ~~stock~~for ~~equivalents~~the ~~(if~~period ~~dilutive)~~increased ~~related~~or todecreased ~~stock~~by ~~options~~the change in deferred tax assets and ~~warrants~~liabilities ~~for~~during ~~each~~the period.

~~Financial~~Impairment ~~Instruments~~of Long-lived Assets

In accordance with ASC ~~825~~360-10-5005, ~~Defining~~ ~~Fair~~Accounting ~~Value~~for ~~Measurement,~~ the ~~estimated~~Impairment ~~fair~~or ~~value~~Disposal of ~~financial~~Long-Lived ~~instruments~~Assets, ~~has~~long-lived ~~been~~assets ~~determined~~to bybe ~~the~~held ~~Company~~and ~~using~~used ~~available~~are ~~market~~analyzed ~~information~~for ~~and~~impairment ~~valuation~~whenever ~~methodologies~~events or changes in circumstances indicate that the related carrying amounts may not be recoverable. ~~Considerable~~The ~~judgment~~Company isevaluates ~~required~~whether inevents ~~estimating~~and ~~fair~~circumstances ~~value~~have occurred that indicate possible impairment. ~~Accordingly~~If there are indications of impairment, the ~~estimates~~Company ~~may~~uses ~~not~~future beundiscounted ~~indicative~~cash flows of the ~~amounts~~related ~~the~~asset ~~Company~~or ~~could~~asset ~~realize~~grouping inover athe ~~current~~remaining ~~market~~life ~~exchange.~~in Asmeasuring ofwhether ~~December~~the ~~31,~~assets ~~2012,~~are recoverable. In the ~~carrying~~event ~~value~~such ofcash ~~accounts~~flows ~~payable~~are ~~and~~not ~~accrued~~expected ~~liabilities,~~to ~~due~~be sufficient to ~~related~~recover ~~parties~~the ~~and~~recorded ~~license~~asset ~~fee~~values, ~~payable~~the ~~approximate~~assets are written down to their estimated fair value. ~~because~~Long-lived assets to be disposed of ~~the~~are ~~short-term~~reported ~~maturity~~at the lower of ~~these~~carrying ~~instruments. The~~amount or fair value of asset less cost to sell. The Company evaluated the ~~investment~~Global isDiagnostic ~~not~~License ~~readily~~on ~~determinable~~December 31, 2013 and noted no impairment.

InUse ~~accordance~~of 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. Estimates

~~Income~~The ~~Taxes~~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.

~~The~~Cash ~~Company accounts for income taxes pursuant to ASC 740-10, Accounting for Income Taxes. Deferred tax assets~~ and ~~liabilities~~Cash 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.Equivalents

~~Impairment~~For the purposes of ~~Long-lived~~the ~~Assets~~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.

InProperty ~~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 December 31, 2012 and noted no impairment. Equipment

26Property 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.

Use of Estimates


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

~~The~~In ~~preparation of financial statements in conformity with accounting principles generally accepted in~~ the ~~United~~year ~~States requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~acquisition, ~~and~~depreciation ~~liabilities~~is ~~and~~taken ~~the~~as ~~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~~available ~~periodically,~~for ~~and, as adjustments become necessary, they are reported in earnings in the period in which they become known~~use. ~~The accounting estimates that require management’s most significant judgments are the valuation of the intangible asset and measurement of accrued liabilities.~~

~~Property~~Equity ~~and Equipment~~Compensation

~~Property~~The Company adopted ASC 718, Share-Based Payment, which establishes standards for transactions in which an entity exchanges its equity instruments for goods and ~~equipment~~services. ~~are~~This ~~initially~~standard ~~recorded~~focuses atprimarily ~~cost~~on accounting for transactions in which an entity obtains employee services in share-based payment transactions, including issuance of stock options to employees. ~~Depreciation~~ isThe ~~provided~~Company ~~using~~measures stock-based compensation cost at grant date, based on the ~~declining~~estimated ~~balance~~fair ~~method~~value atof ~~rates~~the ~~intended~~award, toand ~~amortize~~recognizes the cost as expense on a straight-line basis (net of ~~assets~~estimated forfeitures) over ~~their~~the ~~estimated~~employee ~~useful~~requisite ~~lives~~service period. The Company estimates the fair value of stock options using a Black-Scholes valuation model.

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

F-9

InInvestment ~~the~~in ~~year~~Equity ~~of acquisition, depreciation is taken as assets are available for use.~~Instruments

~~Equity~~The ~~Compensation~~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 statement of operations.

~~The~~Recent ~~Company~~Accounting 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.Pronouncements

~~Investment~~Changes to accounting principles generally accepted in ~~Equity~~the ~~Instruments~~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 ~~accounted~~assessed ~~for~~the ~~its~~applicability ~~investment in equity~~ and ~~debt~~impact ~~securities using the equity method~~ of ~~accounting~~all ~~based~~ASU’S onand ~~the~~they ~~guidelines~~have ~~established~~been indetermined 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~~be ~~initial~~either ~~recording~~not ~~the~~applicable ~~Company will recognize its share of the earnings~~ or ~~losses~~are ofexpected anto ~~investee~~have inminimal ~~the~~impact ~~periods~~on ~~for~~our ~~which~~consolidated ~~they are reported by the investee in its~~ financial ~~statements.~~position ~~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~~results ~~report the recognized earnings or losses in the statement~~ of operations.

~~Recent~~5. ~~Accounting~~GLOBAL ~~Pronouncements~~DIAGNOSTIC LICENSE

~~Changes~~License 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.Agreement

27On 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.

~~The~~In ~~Company~~consideration ~~has~~for ~~assessed~~the GDL, the ~~applicability~~Company issued 35,500,000 common shares and ~~impact~~will pay Pharmaceuticals a license fee of ~~all~~$2,500,000, ~~ASU’S~~due ~~and~~within ~~they~~30 ~~have~~days ~~been~~of ~~determined~~the toCompany beraising ~~either~~a ~~not~~minimum ~~applicable~~$10,000,000 orequity ~~are~~investment. One-half ~~expected~~of any equity investments raised shall be remitted to ~~have~~Pharmaceuticals, ~~minimal~~until ~~impact~~the onlicense ~~our~~fee ~~consolidated~~is ~~financial~~paid ~~position~~in full. The aggregate consideration paid and ~~results~~therefore fair value of ~~operations~~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.

5As 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. ~~GLOBAL~~The ~~DIAGNOSTIC~~valuation ~~LICENSE~~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 December 31, 2013, management is of the opinion that there has been no change to those circumstances.

~~License~~For ~~Agreement~~the year ended December 31, 2013, the Company made license fee payments of $988,289 ($200,000 December 31, 2012) to reduce the license fee payable from $1,562,500 as of December 31, 2012 to $574,211 as of December 31, 2013.

OnDuring ~~March~~the ~~24,~~current ~~2010~~year, the Company ~~entered~~was ~~into~~non-compliant awith ~~license~~its ~~agreement~~repayment ~~with~~terms, ~~Panacea~~but ~~Pharmaceuticals~~was ~~Inc.~~able ~~(“Pharmaceuticals”)~~ to ~~acquire~~obtain a waiver from the ~~global~~note ~~diagnostic~~holder ~~license~~as ~~(“GDL”)~~of December 31, ~~with~~2013. Based ~~rights~~on tothe ~~sublicense~~value ~~worldwide,~~of ~~except~~the ~~for~~equity raised in the ~~United~~current ~~States~~year, the Company only paid approximately a quarter of ~~America~~the equity raise. ~~GDL~~ The ~~allows~~license ~~the~~fee ~~Company~~continues to ~~develop~~be repaid on a regular basis with $574,211 ~~market~~remaining ~~and~~payable ~~use~~at ~~licensed~~December ~~products~~31, ~~related~~2013 and will continue to ~~HAAH~~reduce ~~based~~the ~~laboratory~~payable ~~tests~~until it is fully repaid.

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. OneF-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 Sublicense 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 December 31, 2012, management is of the opinion that there has been no change to those circumstances.Agreement

~~For~~ On ~~the~~November ~~year ended December 31~~18, ~~2012~~2011, the Company ~~made~~entered ~~payments~~into ofa ~~$200~~sublicense agreement with Panacea Laboratories,~~000~~ Inc. (“Laboratories”) to ~~reduce~~sublicense the ~~license~~rights ~~fee~~to ~~payable from $1~~develop,~~762,500~~ asmarket ofand ~~December~~use ~~31,~~licensed ~~2011~~products related to ~~$1,562,500~~HAAH asbased oflaboratory ~~December~~tests ~~31,~~in ~~2012~~Canada.

~~Sublicense~~In ~~Agreement~~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.

OnSublicensing ~~November~~revenues ~~18,~~of ~~2011~~$1,000,000 ~~the~~had ~~Company~~been ~~entered~~recorded ~~into~~in adeferred ~~sublicense~~revenues ~~agreement~~as ~~with~~at ~~Panacea~~December ~~Laboratories~~31, ~~Inc.~~2011 (“and will be taken into revenues once Laboratories”) tocommences ~~sublicense~~operations. The amount of deferred revenues is unchanged since year-end. Upon the ~~rights~~recognition toof ~~develop~~revenue, ~~market~~the ~~and~~Company ~~use~~will ~~licensed~~recognize ~~products~~its ~~related~~liability to ~~HAAH~~reimburse ~~based~~Panacea ~~laboratory~~Pharmaceuticals ~~tests~~25% of all sublicensing revenue as disclosed above in ~~Canada~~under the terms of the license agreement.

InBased ~~consideration~~on ~~for~~ the ~~rights~~accounting ~~received~~guidance ~~under~~of ~~the~~FASB ~~sublicense~~ASC ~~agreement~~323, ~~Laboratories provided~~ the Company’s ~~with~~investment ~~40,000,000~~in ~~shares~~Laboratories ofwas ~~its~~subsequently ~~common~~decreased ~~stock~~due ~~and~~to ~~will~~the ~~pay~~Company’s share of the ~~Company~~losses ain ~~sublicense~~Laboratories’ ~~fee~~operations. The Company’s investment of ~~$960~~40,000,000 ~~due~~common ~~within~~shares 3represents ~~years. The~~a ~~fair~~50% ~~value~~ownership ofinterest ~~the~~in ~~aggregate~~Laboratories. Laboratories ~~consideration~~intends ~~paid~~to ~~and~~raise ~~therefore~~capital in the ~~initial~~current ~~cost~~year ofthrough ~~the~~issuing ~~investment~~additional ~~equated~~shares toand ~~$1,000,000,~~the ~~which~~Company’s ~~was~~ownership ~~recognized~~interest asin ~~the~~Laboratories ~~initial~~is ~~asset~~expected ~~balance~~to ~~of the investment~~decline. ~~Further,~~The ~~Laboratories~~Company ~~must~~has ~~purchase~~significant ~~all~~influence ~~conforming~~over ~~reagents~~Laboratories ~~from~~but ~~the~~does ~~Company~~not athave athe ~~cost~~level of ~~$20~~control ~~per~~that ~~test~~would orrequire ~~10%~~consolidation ofand ~~the~~has ~~sale~~thus ~~price~~accounted offor ~~the~~its ~~individual~~investment ~~test~~in ~~with~~Laboratories ausing ~~minimum~~the ~~$8.00~~equity ~~test price~~method.

Sublicensing revenues of $1,000,000 had been recorded in deferred revenues as at December 31, 2011 and will be taken into revenues once Laboratories commences operations. The amount of deferred revenues is unchanged since 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.


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 loss for the year ended December 31, 2013		(904)
Total	$	911,672

~~Based~~The ~~on the accounting guidance of FASB ASC 323, the Company’s~~ investment in Laboratories was ~~subsequently~~$911,672 ~~decreased~~and ~~due~~$912,576 toas ~~the~~of ~~Company’s~~December ~~share~~31, of2013 ~~the~~and ~~losses~~December in31, ~~Laboratories’~~2012 ~~operations~~respectfully. The ~~Company’s~~reduction ~~investment of 40,000,000 common shares represents a 50% ownership interest~~ in ~~Laboratories.~~the ~~Laboratories~~investment ~~intends~~during ~~to raise capital in~~ the ~~current~~ year ~~through~~ended ~~issuing~~December ~~additional~~31, ~~shares~~2013 ~~and~~represents the Company’s ~~ownership~~share ~~interest~~of ~~in Laboratories is expected to decline. The Company has significant influence over Laboratories but does not have~~ the ~~level~~operating ofexpenses ~~control~~incurred ~~that~~at ~~would require consolidation and has thus accounted for its investment in Laboratories using the equity method~~laboratories.

28F-11

Investment in Laboratories
November 18, 2011 (initial value)	$	1,000,000
Share of losses up to December 31, 2011		(84,240)
December 31, 2011		915,760
Share of loss for the year ended December 31, 2012		(3,184)
Total	$	912,576


6.	INTANGIBLE ASSET

The ~~investment~~Company’s inintangible ~~Laboratories~~asset ~~was~~consists ~~$912,576~~of ~~and~~the ~~$915~~GDL,~~760~~ as ofdescribed ~~December~~in 31Note 5, ~~2012~~which ~~and~~contains ~~December~~certain ~~31,~~issued ~~2011~~and ~~respectfully~~pending patent rights. ~~The~~ ~~reduction~~Upon incommencement ~~the~~of ~~investment~~licensed ~~during~~services ~~the~~to ~~year~~customers, ~~ended~~amortization ~~December~~will ~~31,~~be ~~2012~~taken ~~represents~~over the ~~Company’s~~estimated ~~share~~useful life of the ~~operating~~respective ~~expenses~~patent ~~incurred~~rights, atwhich ~~laboratories~~vary and are determined on a country-by-country basis.

6. INTANGIBLE ASSET

As at February 5, 2010 (inception)

Acquired

Accumulated Amortization

As at December 31, 2012

Accumulated Amortization

As at

December 31, 2013

Global Diagnostic License

$ 50,000,000

$ 50,000,000

~~The~~As ~~Company’s~~at ~~intangible~~December ~~asset consists of the GDL~~31, ~~as described in Note 5~~2013, ~~which~~the ~~contains~~Company ~~certain~~has ~~issued~~not ~~and~~commenced ~~pending~~any ~~patent rights. Upon commencement of licensed~~ services relating to ~~customers,~~GDL ~~amortization~~and ~~will~~as bea ~~taken over the estimated useful life of the respective patent rights~~result, ~~which~~no ~~vary~~amortization ~~and~~has ~~are~~been ~~determined on a country-by-country basis~~recorded.

	As at February 5, 2010 (inception)	Acquired	Accumulated Amortization	As at December 31, 2011	Accumulated Amortization	As at December 31, 2012
Global Diagnostic License	-	$ 50,000,000	-	$ 50,000,000	-	$ 50,000,000


7.	CAPITAL STOCK

~~As at December 31, 2012, the Company has not commenced any services relating to GDL and as~~ a ~~result, no amortization has been recorded.~~)

~~7. CAPITAL STOCK~~Authorized

100,000 Class A Preferred shares with a) par value of $0.001. There were no shares issued and outstanding at December 31, 2013.

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

~~100,000 Class A Preferred shares with a par value of $0.001. There were no shares issued and outstanding at December 31, 2012.~~b)

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

b105,997,586 Common Shares (95,363,586 common shares – December 31, 2012).

~~Issued~~Common Shares

95On April 5,~~363~~ 2012,~~586~~ ~~Common~~the ~~Shares~~Company ~~(94~~issued an additional 500,~~063~~000 common shares for cash of $121,~~586~~652. On August 17, 2012, the Company issued an additional 100,000 common shares –for ~~December~~cash 31of $49,985. On ~~2011)~~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 March 1, 2013, the Company issued an additional 40,000 common shares for cash for services values at $20,000. On April 529, ~~2012~~2013, the Company issued an additional ~~500~~1,184,000 common shares for cash of $~~121~~592,~~652~~000. On ~~August~~May 1731, ~~2012~~2013, the Company issued an additional ~~100~~860,000 common shares for cash of $49380,~~985~~000. On ~~September~~June 174, ~~2012~~2013, the Company issued an additional ~~280~~20,000 common shares for cash of $~~139~~10,~~477~~000. On ~~September~~July 258, ~~2012~~2013, the Company issued an additional ~~320~~680,000 common shares for cash of $~~160~~287,~~000~~105. On July 26, 2013, the Company issued an additional 100,000 common shares for cash of $50,000. On ~~October~~August 1213, ~~2012~~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.

29F-12

	Number of Shares	Capital Stock	Additional paid in Capital
Capital stock as at December 31, 2010	89,363,586	$ 89,364	$ 47,449,936
Stock issuances in 2011	4,700,000	4,700	1,295,300
Stock based compensation in 2011	-	-	1,124,367
Capital stock as at December 31, 2011	94,063,586	94,064	49,869,603
Stock issuances in 2012	1,300,000	1,300	519,814
Capital stock as at December 31, 2012	95,363,586	$ 95,364	$ 50,389,417

Warrants

~~The~~On ~~following~~February ~~table~~25, ~~provides~~2013, ~~consolidated information on~~ the Company’s ~~warrants~~issued ~~for~~an asadditional ~~at December 31~~1,600,000 ~~2012. Each~~common ~~warrant~~shares ~~provides~~for ~~the~~cash ~~warrant~~of ~~holder the option to purchase one share~~$352,895.

	Number of Warrants	Exercise Price	Exercisable Date	Expiry Date
		Number of Shares	Capital Stock	Additional paid in capital
Warrants issued on February 16, 2011	2,000,000	$0.25	Anytime	February 16, 2013
Capital stock as at December 31, 2011		94,063,586	94,064	49,869,603
Warrants issued on February 25, 2011	100,000	$0.25	Anytime	February 25, 2013
Stock issuances in 2012		1,300,000	1,300	519,814
Warrants issued on April 10, 2011	2,000,000	$0.25	Anytime	April 10, 2013
Capital stock as at December 31, 2012		95,363,586	$95,364	$50,389,417
Warrants issued on April 15, 2011	100,000	$0.25	Anytime	April 15, 2013
Stock issuance in 2013		10,634,000	10,634	4,756,366
Warrants issued on April 5, 2012	500,000	$0.25	Anytime	April 5, 2014
Capital stock as at December 31, 2013		105,997,586	$105,998	$54,145,783
Warrants outstanding at December 31, 2012	4,700,000	$0.25

8The following table provides consolidated information on the Company’s warrants for as at December 31, 2013. Each ~~INCOME~~warrant ~~TAXES~~provides the warrant holder the option to purchase one share.

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.


	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

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.


Warrants expired on April 10, 2013	(600,000)	$0.25
Warrants expired on April 15, 2013	(100,000)	$0.25
Warrants outstanding as at December 31, 2013	500,000	$0.25

~~The Company has a Delaware subsidiary which pays an asset-based tax~~8. ~~Tax~~ ~~expense~~INCOME 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.TAXES

~~As of December 31, 2012, the Company did not have any amounts recorded pertaining to uncertain tax positions.~~ The Company ~~files~~accounts ~~federal~~for ~~and provincial~~ income ~~tax~~taxes ~~returns~~ in ~~Canada~~accordance ~~and~~with ~~federal,~~ASC ~~state~~740-20. ~~and~~ASC ~~local~~740-20 ~~income~~prescribes ~~tax returns in~~ the ~~U.S.,~~use ~~as applicable. The Company may be subject to a reassessment~~ of ~~federal~~the ~~and~~liability ~~provincial~~method ~~income~~whereby ~~taxes~~deferred ~~by Canadian~~ tax ~~authorities~~asset ~~for~~and aliability ~~period~~account ofbalances ~~three~~are todetermined ~~five~~based ~~years~~on ~~from~~differences ~~the~~between ~~date of~~ the ~~original~~financial ~~notice~~reporting ofand ~~assessment~~tax inbasis ~~respect~~ of ~~any~~assets ~~particular~~and ~~taxation~~liabilities ~~year. In~~and ~~certain~~are ~~circumstances,~~measured ~~the~~using ~~U.S. federal statute of limitations can reach beyond~~ the ~~standard~~enacted ~~three~~tax ~~year period~~rates. ~~U.S.~~ ~~state~~The ~~statutes~~effects of ~~limitations~~future ~~for~~changes ~~income~~in tax ~~assessment~~laws ~~vary~~or ~~from~~rates ~~state~~are tonot ~~state~~anticipated.

30Under 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.

~~9. PROPERTY AND EQUIPMENT~~F-13

	As at December 31, 2012
	Cost	Accumulated Depreciation	Net Book Value
Leasehold improvements	$ 84,946	$ 15,665	$ 69,281
Furniture & Equipment	20,248	2,080	18,168
Computer equipment	1,936	789	1,147
	$ 107,371	$ 18,534	$ 89,384

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 at December 31, 2011
	Cost	Accumulated Depreciation	Net Book Value
Leasehold improvements	$ 51,013	$ 3,092	$ 47,921
Computer equipment	2,000	297	1,703
	$ 53,013	$ 3,389	$ 49,624

As of December 31, 2013, 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.

~~During~~ 9. PROPERTY ~~the~~AND ~~year, the Company began acquiring and using property and equipment which were depreciated accordingly.~~EQUIPMENT

10. EQUITY COMPENSATION


	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

The following table provides consolidated summary information on the Company’s equity compensation plans as at December 31, 2012.


	As at December 31, 2012
	*Cost*	*Accumulated Depreciation*	*Net Book Value*
Leasehold improvements	$ 85,379	$ 15,665	$ 69,714
Furniture & Equipment	20,594	2,080	18,513
Computer equipment	1,936	789	1,157
	$ 107,918	$ 18,534	$ 89,384

		Weighted Average
	Number of Options	Exercise Price	Fair Value Per Option	Expiry Date
Options outstanding at December 31, 2012 and 2011	4,500,000	0.55	0.25	July 26, 2021

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

~~As of December 31, 2012, there was no unrecognized compensation related to non~~F-~~vested options.~~14

No10. ~~options~~EQUITY ~~were issued in 2012.~~COMPENSATION

~~11.~~ The ~~RELATED~~following ~~PARTY~~table ~~TRANSACTIONS~~provides consolidated summary information on the Company’s equity compensation plans as at December 31, 2013.

During the year, the Company received payments from related parties 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 related parties as at December 31, 2012 and December 31, 2011 are as follows:



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

	December 31, 2012	December 31, 2011
Due from Dr. Moshiri, CEO of the Company	$ 92,235	$ -
Due to a company controlled by a shareholder of the Company	_850,784	649,609
Total	$ 943,019	$ 649,609

As of December 31, 2013, there was no unrecognized compensation related to non-vested options.

31No options were issued in 2013.

1211. ~~LEASE~~RELATED ~~COMMITMENTS~~PARTY TRANSACTIONS

In During ~~2011~~the year, the Company ~~entered~~paid ~~into~~back ~~lease~~amounts ~~for~~due ~~premise~~to inrelated ~~Toronto~~parties, ~~Ontario. The~~which ~~lease~~had ~~term~~been isadvanced ~~for~~in 60the ~~months~~past to fund its operating and investing activities. Amounts ~~Rent~~due ~~expense~~to ~~under~~related ~~all~~parties ~~operating~~are ~~leases~~due ~~(exclusive~~on ofdemand, ~~real~~are ~~estate~~non-interest ~~taxes~~bearing and ~~other~~approximate ~~expenses~~fair ~~payable~~value ~~under~~due ~~the~~to ~~leases)~~their ~~was~~short ~~approximately~~term ~~$22,455~~to ~~and~~maturity. Amounts ~~$30~~due to Dr. Moshiri,~~669~~ ~~for~~CEO, ~~the~~relate ~~years~~to ~~ended~~advances ~~December~~for ~~31,~~business ~~2012~~related travel and ~~2011~~are ~~respectively~~short-term in nature. ~~Minimum~~Amounts ~~lease~~due ~~commitments~~to ~~under~~related ~~non-cancellable~~parties ~~operating~~as ~~leases~~at December 31, 2013 and December 31, 2012 are as follows:

Year ending December 31
	December 31, 2013	December 31, 2012
2013		$ 32,429
Due to Dr. Moshiri, CEO of the Company	$ 2,256	$ 92,235
2014		34,057
Due to a company controlled by a shareholder of the Company	_717,953	_850,784
2015		35,554
Total	$ 720,209	$ 943,019
2016		8,982

In12. ~~addition,~~LEASE ~~the Company is required to pay its pro rata share of common area maintenance costs and property taxes.~~COMMITMENTS

~~Item~~In 9.2011, ~~Changes~~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 ~~Disagreements~~other ~~With~~expenses ~~Accountants~~payable onunder ~~Accounting~~the leases) was approximately $72,990 and ~~Financial~~$22,455 ~~Disclosure~~for the years ended December 31, 2013 and 2012 respectively. Minimum lease commitments under non-cancellable operating leases are as follows:

None.


Year ending December 31
2014		$ 34,057
2015		35,554
2016		8,982

~~Item~~In ~~9A.~~addition, ~~Controls~~the Company is required to pay its pro rata share of common area maintenance costs and ~~Procedures~~property taxes.

~~Evaluation of Disclosure Controls and Procedures~~F-15

~~Pursuant~~ITEM to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of our management, including the Company’s Chief Executive Officer (“CEO”) (the Company’s principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report9. ~~Based~~CHANGES ~~upon~~IN ~~that~~AND ~~evaluation,~~DISAGREEMENTS ~~the~~WITH ~~Company’s~~ACCOUNTANTS ~~CEO~~ON ~~and~~ACCOUNTING ~~CFO~~AND ~~concluded~~FINANCIAL that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosureDISCLOSURE.

~~Management’s Annual Report on Internal Control Over Financial Reporting~~None.

~~The~~ITEM ~~management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company~~9A. ~~Our~~ ~~internal~~CONTROLS ~~control~~AND system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatementsPROCEDURES. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~Our~~Evaluation ~~management assessed the effectiveness~~ of ~~the~~Disclosure ~~Company’s~~Controls ~~internal~~and control over financial reporting as of December 31, 2012. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of December 31, 2012, the Company’s internal control over financial reporting was not effective for the purposes for which it is intended.Procedures

32Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of our management, including the Company’s Chief Executive Officer (“CEO”) (the Company’s principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

~~This annual report does not include an attestation report of the Company~~Management’s ~~registered~~Report ~~public~~on ~~accounting~~Internal ~~firm~~Control ~~regarding~~Over ~~internal~~Financial control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm as we are a smaller reporting company and not required to provide the report.Reporting

AManagement ~~material weakness~~ is aresponsible ~~deficiency,~~for orestablishing ~~combination~~and ofmaintaining ~~deficiencies,~~adequate in internal control over financial reporting, ~~such~~as ~~that~~defined ~~there~~in isRules a13a-15(1) ~~reasonable~~and ~~possibility~~15(d) ~~that~~of athe ~~material~~Exchange ~~misstatement~~Act. ofInternal ~~our~~control ~~annual~~over orfinancial ~~interim~~reporting ~~financial~~is ~~statements~~a ~~will~~process ~~not~~to beprovide ~~prevented~~reasonable orassurance ~~detected~~regarding onthe areliability ~~timely~~of ~~basis. In~~financial ~~connection~~reporting ~~with~~and ~~our~~the ~~management’s~~preparation ~~assessment~~of financial statements in accordance with GAAP. Because of ~~our~~its inherent limitations, internal control over financial reporting asmay ~~required~~not ~~under~~prevent ~~Section~~or ~~404~~detect ofmisstatements. ~~the~~Also, ~~Sarbanes-Oxley~~projection ~~Act~~of any evaluation of ~~2002,~~effectiveness weto ~~identified~~future ~~certain~~periods ~~material~~is ~~weaknesses~~subject into ~~our~~the ~~internal~~risk ~~control~~that ~~over~~controls ~~financial~~may ~~reporting~~become asinadequate because of ~~December 31~~conditions, ~~2012:~~or that the degree of compliance with the policies or procedures may deteriorate.

●Our ~~Reliance~~management ~~upon~~assessed ~~independent~~the effectiveness of the Company’s internal control over financial reporting ~~consultants~~as ~~for~~of ~~review~~December 31, 2013. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of ~~critical~~Sponsoring ~~accounting~~Organizations ~~areas~~of ~~and~~the ~~disclosures~~Treadway ~~and~~Commission. ~~material~~Based ~~non-standard~~on ~~transaction~~that assessment, our management has determined that as of December 31, 2013, the Company’s internal control over financial reporting was not effective for the purposes for which it is intended.

●This ~~Lack~~annual report does not include an attestation report of ~~sufficient~~the Company’s registered public accounting ~~staff~~firm ~~which~~regarding ~~results~~internal incontrol aover ~~lack~~financial ofreporting. ~~segregation~~Management's ofreport ~~duties~~was ~~necessary~~not ~~for~~subject to attestation by the Company's registered public accounting firm as we are a ~~good~~smaller ~~system~~reporting ofcompany ~~internal~~and ~~control~~not required to provide the report.

~~Because~~A ofmaterial ~~the~~weakness ~~material~~is ~~weaknesses~~a ~~above~~deficiency, ~~management~~or ~~has~~combination ~~concluded~~of deficiencies, in internal control over financial reporting such that wethere ~~did~~is a reasonable possibility that a material misstatement of our annual or interim financial statements will not ~~maintain~~be ~~effective~~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 ~~December~~the ~~31,~~Sarbanes-Oxley ~~2012~~Act of 2002, ~~based~~we onidentified ~~Internal~~certain ~~Control~~material ~~over~~weaknesses ~~Financial~~in ~~Reporting~~our –internal ~~Guidance~~control ~~for~~over ~~Smaller~~financial ~~Public~~reporting ~~Companies~~as ~~issued~~of byDecember ~~COSO.~~31, 2013:

~~Remediation~~● Reliance upon independent financial reporting consultants for review of ~~Material~~critical ~~Weaknesses~~accounting inareas ~~Internal~~and ~~Control~~disclosures ~~Over~~and ~~Financial~~material ~~Reporting~~non-standard transaction.

In● ~~order~~Lack toof ~~remedy~~sufficient ~~our~~accounting ~~existing~~staff ~~internal~~which ~~control~~results ~~deficiencies,~~in asa ~~our~~lack ~~finances~~of ~~allow,~~segregation weof ~~will~~duties ~~hire~~necessary for a ~~Chief~~good ~~Financial~~system ~~Officer~~of ~~and~~internal ~~additional accounting staff~~control.

~~Changes~~Because inof the material weaknesses above, management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2013, based on Internal ~~Controls~~Control over Financial Reporting – Guidance for Smaller Public Companies issued by COSO.

WeRemediation ~~have~~of ~~not~~Material ~~yet~~Weaknesses ~~made any changes~~ in ~~our~~Internal ~~internal~~Control ~~controls~~Over ~~over~~Financial financial reporting that occurred during the period covered by this report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Reporting

~~Item~~In ~~9B.~~order ~~Other~~to ~~Information~~remedy our existing internal control deficiencies, as our finances allow, we will hire a stand alone Chief Financial Officer and additional accounting staff.

~~None.~~16

33Changes in Internal Controls over Financial Reporting

~~PART~~We ~~III~~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-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Item~~ITEM 109B. ~~Directors,~~OTHER ~~Executive Officers And Corporate Governance~~INFORMATION.

~~The following table sets forth, as of April 1, 2013 the name and age of our directors and executive officers~~None. ~~The directors will hold such office until the next annual meeting of shareholders and until his successors has been elected and qualified.~~

Name	Age	Position
Moshiri Mahmood	56	Chief Executive Officer, President, Chief Medical Officer and Director
Binnay Sethi	45	Vice President and Director

~~Business~~PART ~~Experience~~III

~~The~~ITEM ~~following~~10. ~~summarizes~~DIRECTORS, ~~the~~EXECUTIVE ~~occupation~~OFFICERS ~~and~~AND ~~business~~CORPORATE ~~experience of our Board of Directors and Corporate Officers:~~GOVERNANCE.

~~Moshiri~~The ~~Mahmood~~following table sets forth, ~~Chief~~as ~~Executive~~of ~~Officer,~~March ~~President~~24, ~~Chief~~2014 ~~Medical~~the ~~Officer~~name and ~~Director~~age of our directors and executive officers. The directors will hold such office until the next annual meeting of shareholders and until his successors has been elected and qualified.

Since 1990, Mahmood Moshiri has been on the faculty at several medical universities including Zahedan University of Medical Sciences, Yazd University of Medical Sciences, Iran University of Medical Sciences, and Rajaei Cardiovascular Research Center, Tehran, Iran. Mr. Moshiri has extensive experience in teaching and practicing medicine and performing clinical researches focusing on preventive medicine, nutrition and cancer pathology, and cardiovascular health. He has published extensively on the subject of pathology in preventive and therapeutic disciplines during the last 20 years. Mr. Moshiri has hosted numerous newscasts in the health and preventive fields for Iranian National TV in Iran. In addition to his media expertise, his articles have been published in many American, European, and Asian medical journals. He has been a contributing author of medical books published in North America including Antioxidant in Human Health and Diseases, Canada, 1998 and Frontiers in Cardiovascular Health, Boston, USA. Mr. Moshiri has been an Organizing Member, and International Advisory Board Member and Speaker in many World Congresses on Clinical Nutrition and Medicine including the World Congress on Clinical Nutrition in China 1995, Iran 1996, Canada, Banff 1997, India 1999, Iran 1999, Mexico 1998, Canada, Alberta University 2007. Mr. Mahmood graduated from Esfahan Medical School in 1978, obtained his MD from Iran University of Medical Sciences, and received his degree in Clinical and Anatomical Pathology from Beheshti School of Medicine in Tehran, Iran.


Name	Age	Position

Mahmood Moshiri	57	Chief Executive Officer, President, Chief Medical Officer, Interim Chief Financial Officer and Director

Binnay Sethi	46	Vice President and Director

~~From~~Business 1997 to 2007, Mr. Moshiri served as Vice President of the International College of Nutrition; and has won two Medical World Congress Awards (1997 Banff, Canada, and 2007 Alberta University, Canada). He is the President of Proteus Imaging Canada.Experience

34The following summarizes the occupation and business experience of our Board of Directors and Corporate Officers:

~~Binnay~~Mahmood ~~Sethi~~Moshiri, ~~Vice~~Chief Executive Officer, President, Chief Medical Officer, Interim Chief Financial Officer, and Director

~~Binnay~~Since ~~Sethi~~1990, isMahmood ~~currently~~Moshiri has been on the ~~CEO~~faculty at several medical universities including Zahedan University of ~~Binalli~~Medical ~~Vision~~Sciences, ~~one~~Yazd University of ~~the~~Medical Sciences, ~~largest~~Iran ~~building~~University ~~maintenance~~of ~~companies~~Medical inSciences, ~~Canada~~and Rajaei Cardiovascular Research Center, Tehran, Iran. ~~Binalli~~ ~~Vision~~Dr. Moshiri has ~~over~~extensive ~~500~~experience ~~clients~~in teaching and ~~employs~~practicing ~~over~~medicine ~~400~~and ~~people~~performing clinical researches focusing on preventive medicine, nutrition and cancer pathology, and cardiovascular health. He ~~founded~~has published extensively on the ~~company~~ subject of pathology in ~~1995~~preventive and ~~has~~therapeutic ~~grown~~disciplines during the ~~organization from~~last ~~inception~~20 years. He Dr. Moshiri has ~~started~~hosted numerous newscasts in the health and ~~managed~~preventive ~~numerous~~fields ~~companies~~for ~~throughout~~Iranian National TV in Iran. In addition to his ~~career~~media ~~focused~~expertise, his articles have been published in ~~the~~many ~~building~~American, ~~maintenance~~European, ~~area~~and ~~along~~Asian ~~with~~medical ~~real~~journals. ~~property~~He ~~administration~~has been a contributing author of medical books published in North America including Antioxidant in Human Health and Diseases, Canada, 1998 and Frontiers in Cardiovascular Health, Boston, USA. ~~Prior~~ toDr. ~~Binalli~~Moshiri ~~Vision~~has been an Organizing Member, ~~Binnay~~and ~~owned~~International ~~multiple~~Advisory ~~Subway~~Board ~~franchises~~Member ~~around~~and ~~Toronto~~Speaker in many World Congresses on Clinical Nutrition and ~~sold~~Medicine ~~them~~including the World Congress on Clinical Nutrition in China 1995, Iran 1996, Canada, Banff 1997, India 1999, Iran 1999, Mexico 1998, Canada, Alberta University 2007. He ~~has~~Dr. ~~studied~~Moshiri ~~Business~~graduated from Esfahan Medical School in 1978, obtained his MD from Iran University of Medical Sciences, and ~~International~~received ~~business~~his atdegree ~~Seneca~~in ~~College~~Clinical and Anatomical Pathology from Beheshti School of Medicine in Tehran, Iran.

~~Term~~From 1997 to 2007, Dr. Moshiri served as Vice President of ~~Office~~the International College of Nutrition; and has won two Medical World Congress Awards (1997 Banff, Canada, and 2007 Alberta University, Canada). He is the President of Proteus Imaging Canada.

~~Our~~Binnay ~~directors~~Sethi, ~~are~~Vice ~~appointed~~President for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and ~~hold office until removed by the board.~~Director

~~Code~~Binnay Sethi is currently the CEO of ~~Ethics~~Binalli Vision, one of the largest building maintenance companies in Canada. Binalli Vision has over 500 clients and employs over 400 people. He founded the company in 1995 and has grown the organization from inception. He has started and managed numerous companies throughout his career focused in the building maintenance area along with real property administration. Prior to Binalli Vision, Binnay owned multiple Subway franchises around Toronto and sold them in 1995. He has studied Business and International business at Seneca College.

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

~~Corporate~~Our ~~Governance~~directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

We are a small reporting company, not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act respecting any director. Each of our directors has attended all meetings either in person or via telephone conference. We have no standing committees regarding audit, compensation or other nominating committees. Each shareholder will be given specific information on how he/she can direct communications to the officers and directors of the corporation at our annual shareholders meetings. All communications from shareholders are relayed to the members of the Board of Directors.18

~~Board~~Compliance ~~Leadership~~with ~~Structure~~Section ~~and~~16(A) ~~Role~~of inthe ~~Risk~~Exchange ~~Oversight~~Act

~~Our~~Under ~~board~~Section 16(a) of ~~directors~~the isExchange ~~primarily~~Act, ~~responsible for overseeing~~ our ~~risk management processes. The board of~~ directors ~~receives~~ and ~~reviews~~certain ~~periodic~~of ~~reports~~our ~~from management~~officers, ~~auditors, legal counsel,~~ and ~~others,~~persons asholding ~~considered~~more ~~appropriate~~than ~~regarding~~10 ~~our~~percent ~~company’s assessment~~ of ~~risks.~~our ~~The~~common ~~board~~stock ofare ~~directors~~required ~~focuses~~to onfile ~~the~~forms ~~most~~reporting ~~significant~~their ~~risks~~beneficial ~~facing~~ownership ~~our~~of ~~company and~~ our ~~company’s~~common ~~general~~stock ~~risk management strategy,~~ and ~~also~~subsequent ~~ensures~~changes in that ~~risks~~ownership ~~undertaken by our Company are consistent~~ with the ~~board’s~~United ~~appetite~~States ~~for~~Securities risk. While the board oversees our company’s risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing our company and ~~that~~Exchange ~~our board leadership structure supports this approach~~Commission.

Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of the date of this report, our executive officers, directors and greater than 10 percent beneficial owners complied on a timely basis with all Section 16(a) ~~Beneficial~~filing ~~Ownership Reporting Compliance~~requirements.

~~Under~~Code ~~Section 16(a)~~ of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission. Such persons are also required to furnish Coastline Corporate Services, Inc. with copies of all forms so filed.Ethics

~~Based~~We ~~solely~~have ~~upon~~not adopted a ~~review~~code of ~~copies~~ethics ofthat ~~such~~applies ~~forms~~to ~~filed~~our onprincipal ~~Forms~~executive 3officer, 4,principal ~~and~~financial 5officer, ~~and~~principal ~~amendments~~accounting ~~thereto~~officer, ~~furnished~~or topersons ~~us,~~performing wesimilar ~~believe~~functions, ~~that~~because as of the ~~date~~small number of ~~this~~persons ~~report,~~involved ~~our~~in ~~executive~~the ~~officers,~~management ~~directors~~of ~~and~~the ~~greater than 10 percent beneficial owners complied on a timely basis with all Section 16(a) filing requirements~~Company.

35Directors and Committees

~~Item~~As 11of December 31, 2013 and 2012, the Company has only two directors and, as such, has no nominating, audit or other committees of its board of directors. The ~~Executive~~two ~~Compensation~~directors of the Company would qualify as an “audit committee financial expert.”

~~The~~ITEM ~~following~~11. ~~summary~~EXECUTIVE compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended December 31, 2012, and 2011 in all capacities for the accounts of our executivesCOMPENSATION.

Name and Position	Year	Salary		Bonus		~~Stock Compensation~~		Stock Compensation		~~All Other Compensation~~		~~Total~~	All Other Compensation		Total
Mahmood Moshiri (Chief Executive Officer, President, Chief Medical Officer, Chief Financial Officer and Director)
Mahmood Moshiri (Chief Executive Officer, President, Chief Medical Officer, Interim Chief Financial Officer and Director)
	2011		56,881		-		499,719(1)				-		556,600
	2012	$	121,592		-				$	-				-		$	121,592
	2012		121,592		-		-				-		121,592
	2013
Binnay Sethi (Vice President and Director)
	2011		50,032		-		499,719(1)				-		549,751
	2012	$	16,755		-				$	-				-		$	16,755
	2012		16,755		-		-				-		16,755
	2013

~~(1)~~Compensation of Directors

~~Includes~~Other ~~stock~~than ~~options~~our ~~issued~~officers onwho ~~July~~serve ~~26,~~as ~~2011~~directors toand ~~purchase~~whose 2compensation is detailed above,~~000,000~~ ~~shares~~no ofcompensation ~~our~~was ~~common~~paid ~~stock~~to atour andirectors ~~exercise~~in ~~price~~2013 ofor $02012.~~55.~~

~~Compensation of Directors~~19

~~Other~~Outstanding ~~than~~Equity ~~our~~Awards ~~officers~~at ~~who~~Fiscal ~~serve~~Year-End ~~as directors and whose compensation is detailed above, no compensation was paid to our directors in 2012 or 2011.~~

36The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of December 31, 2013.

Outstanding Equity Awards at Fiscal Year-End


	Option Awards					Stock Awards

									Equity
									Incentive
									Plan
									Awards :
								Equity	Market or
			Equity					Incentive	Payout
			Incentive					Plan	Value
			Plan					Awards :	of
			Awards:				Market	Number of	Unearned
	Number of	Number of	Number of			Number of	Value	Unearned	Shares,
	Securities	Securities	Securities			Shares or	of Shares	Shares, Units	Units
	Underlying	Underlying	Underlying			Units of	or Units of	or Other	or Other
	Unexercised	Unexercised	Unexercised	Option	Option	Stock that	Stock	Rights that	Rights that
	Options	Options	Unearned	Exercise	Expiration	Have Not	that Have	Have Not	Have Not
Name	Exercisable	Unexercisable	Options	Price	Date	Vested	Not Vested	Vested	Vested
Mahmood Moshiri	2,000,000	-	-	$0.55	7/26/2021	-	-	-	-
Binnay Sethi	2,000,000	-	-	$0.55	7/26/2021	-	-	-	-

~~The~~On ~~following~~July ~~table~~26, ~~sets~~2011 ~~forth~~the ~~for~~Board approved the issuance of non-qualified stock options (the “Options”) to each ~~named~~of: ~~executive~~Mahmood ~~officer~~Moshiri ~~certain~~(“Moshiri”), ~~information~~the ~~concerning~~Company’s Chief Executive Officer, President, Chief Medical Officer, Interim Chief Financial Officer, and Director, and Binnay Sethi (“Sethi,” and together with Moshiri, the ~~outstanding~~“Optionees”), ~~equity~~the ~~awards~~Company’s asVice President and Director, for each to purchase 2,000,000 shares of ~~December~~the 31Company’s common stock. The Options were granted pursuant to, and are subject to, the Company’s 2011 Omnibus Incentive Plan which was approved by the Board on July 26, 2011.The Options vest and became exercisable on January 26, 2012 at an exercise price of $0.55 per share and expire on July 26, 2021.

	Option Awards					Stock Awards
									Equity
									Incentive
									Plan
									Awards :
								Equity	Market or
			Equity					Incentive	Payout
			Incentive					Plan	Value
			Plan					Awards :	of
			Awards:				Market	Number of	Unearned
	Number of	Number of	Number of			Number of	Value	Unearned	Shares,
	Securities	Securities	Securities			Shares or	of Shares	Shares, Units	Units
	Underlying	Underlying	Underlying			Units of	or Units of	or Other	or Other
	Unexercised	Unexercised	Unexercised	Option	Option	Stock that	Stock	Rights that	Rights that
	Options	Options	Unearned	Exercise	Expiration	Have Not	that Have	Have Not	Have Not
Name	Exercisable	Unexercisable	Options	Price	Date	Vested	Not Vested	Vested	Vested
Mahmood Moshiri	2,000,000	-	-	$0.55	7/26/2021	-	-	-	-
Binnay Sethi	2,000,000	-	-	$0.55	7/26/2021	-	-	-	-

OnITEM July 26, 2011 the Board approved the issuance of non-qualified stock options (the “Options”) to each of: Mahmood Moshiri (“Moshiri”), the Company’s Chief Executive Officer, President, Chief Medical Officer and Director, and Binnay Sethi (“Sethi,” and together with Moshiri, the “Optionees”), the Company’s Vice President and Director, for each to purchase 2,000,000 shares of the Company’s common stock12. ~~The~~ ~~Options~~SECURITY ~~were~~OWNERSHIP ~~granted~~OF ~~pursuant~~CERTAIN ~~to,~~BENEFICIAL ~~and~~OWNERS ~~are~~AND ~~subject~~MANAGEMENT ~~to,~~AND ~~the~~RELATED ~~Company’s~~STOCKHOLDER ~~2011 Omnibus Incentive Plan which was approved by the Board on July 26, 2011~~MATTERS.~~The Options vest and become exercisable on January 26, 2012 at an exercise price of $0.55 per share and expire on July 26, 2021.~~

~~Item~~The 12following table sets forth certain information regarding our shares of common stock beneficially owned as of March 24, 2014, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A ~~Security~~person ~~Ownership~~is Ofconsidered ~~Certain~~to ~~Beneficial~~beneficially ~~Owners~~own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and ~~Management~~investment power relating to the shares shown in the table for our directors and ~~Related~~executive ~~Stockholder~~officers ~~Matters~~is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

The following table sets forth certain information regarding our shares of common stock beneficially owned as of April 1, 2013, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.


Name and Address of Beneficial Owner (1)(2)	Amount and Nature of Beneficial Ownership		Percent of Class ⁽¹⁾
Bowen Financial Advisory Group⁽³⁾ STE 205 A- Saffrey Square, P.O. Box N 9934 Nassau		8,100,000		7.68	%
Majid Haditaghi 47 Ardmore Crescent, Richmond Hill, Ontario Canada L4B-3P6		8,200,000		15.92	%
Marciafor Holdings, Inc.⁽⁴⁾ STE 205 A- Saffrey Square, P.O. Box N 9934 Nassau		8,000,000		7.58	%
Mahmood Moshiri ⁽²⁾ 330 Highway #7 East, Suite 502Richmond Hill, Ontario Canada L4B 3P8		16,800,000		15.92	%
Masoud Ataei Nia P.O.Box 117839 Dubai, UAE		6,400,000		6. 07	%
Panacea Pharmaceuticals Inc.⁽⁵⁾ 209 Perry Parkway, STE 13 Gaithersburg, MD 20877-2143		35,500,000		33.65	%
Binnay Sethi ⁽²⁾ 61 Bowan Court Toronto, Ontario Canada M2K 3A7		3,000,000		2.84	%
All Executive Officers and Directors as a group (2 persons)		19,800,000 ⁽²⁾		18.77	%


	(1)	As of March 24, 2014 we have 105,497,586 common shares issued and outstanding.
	(2)	Includes stock options issued on July 26, 2011 to purchase 2,000,000 shares of our common stock at an exercise price of $0.55.
	(3)	We are unaware of who the natural person with voting and investment control over these shares.
	(4)	We are unaware of who the natural person with voting and investment control over these shares.
	(5)	Hossein A. Ghanbari is the natural person with voting and investment control over these shares.

Name and Address of Beneficial Owner (1)(2)	Amount and Nature of Beneficial Ownership		Percent of Class (1)
5% Shareholders
Bowen Financial Advisory Group(3) STE 205 A- Saffrey Square, P.O. Box N 9934 Nassau		8,100,000
Majid Haditaghi 47 Ardmore Crescent, Richmond Hill, Ontario Canada L4B-3P6		8,200,000
Marciafor Holdings, Inc.(4) STE 205 A- Saffrey Square, P.O. Box N 9934 Nassau		8,000,000
Masoud Ataei Nia P.O.Box 117839 Dubai, UAE		6,400,000
Panacea Pharmaceuticals Inc.(5) 209 Perry Parkway, STE 13 Gaithersburg, MD 20877-2143		35,500,000
Directors and Executive Officers
Binnay Sethi (2) 61 Bowan Court Toronto, Ontario Canada M2K 3A7		1,000,000
Moshiri Mahmood (2) 330 Highway #7 East, Suite 502Richmond Hill, Ontario Canada L4B 3P8		16,800,000
All Executive Officers and Directors as a group (2 persons)		19,800,000(2)

	(1)	As of April 1, 2013 we have 97,015,586 common shares issued and outstanding
	(2)	Includes stock options issued on July 26, 2011 to purchase 2,000,000 shares of our common stock at an exercise price of $0.55.
	(3)	We are unaware of who the natural person with voting and investment control over these shares.
	(4)	We are unaware of who the natural person with voting and investment control over these shares.
	(5)	Hossein A. Ghanbari is the natural person with voting and investment control over these shares.


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

38Transactions with Related Persons

~~Item~~The ~~13.~~following ~~Certain~~includes ~~Relationships~~a summary of transactions since the beginning of fiscal 2012, or any currently proposed transaction, in which we were or are to be a participant and ~~Related~~the ~~Transactions~~amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal year and ~~Director~~in ~~Independence~~which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

~~Transactions~~During ~~with~~the ~~Related~~year, ~~Persons~~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 December 31, 2013 and December 31, 2012 are as follows::

The following includes a summary of transactions since the beginning of fiscal 2010, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds $120,000 and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.


	December 31, 2013	December 31, 2012

Due to Dr. Moshiri, CEO of the Company	$ 2,256	$ 92,235
Due to a company controlled by a shareholder of the Company	_717,953	_850,784
Total	$ 720,209	$ 943,019

~~The~~Director Company received payments from related parties 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 related parties as at December 31, 2012 and December 31, 2011 are as follows:Independence

	December 31, 2012	December 31, 2011
Due from Dr. Moshiri, CEO of the Company	$ 92,235	$ -
Due to a company controlled by a shareholder of the Company	_910,260	649,609
Total	$ 1,002,495	$ 649,609

Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

Director Independence



·	the director is, or at any time during the past three years was, an employee of the company;
·	the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);



·	a family member of the director is, or at any time during the past three years was, an executive officer of the company;
·	the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

·	the director is, or at any time during the past three years was, an employee of the company;
·	the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);



·	the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

·	a family member of the director is, or at any time during the past three years was, an executive officer of the company;
·	the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

We do not have any independent directors. We do not have an audit committee, compensation committee or nominating committee.

· the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.22

WeITEM ~~do not have any independent directors~~14. WePRINCIPAL doACCOUNTING ~~not~~FEES ~~have~~AND ~~an audit committee, compensation committee or nominating committee~~SERVICES.

39The following table sets forth the fees billed by our principal independent accountants, EFP Rotenberg, LLP, for each of our last two fiscal years for the categories of services indicated.

Item 14. Principal Accounting Feeds and Services.


	Years Ended December 31,
Category	2013		2012
Audit Fees	$	21,450	$	19,000
Audit Related Fees		2,700		3,960
Tax Fees		0		0
All Other Fees		0		0

~~The~~Effective ~~following~~May ~~table~~6, ~~sets~~2003, ~~forth~~ the ~~fees~~Securities ~~billed~~and byExchange ~~our~~Commission ~~principal~~adopted ~~independent~~rules ~~accountants,~~that ~~EFP~~require ~~Rotenberg,~~that ~~LLP,~~before ~~for~~our ~~each~~auditor ofis ~~our~~engaged ~~last~~by ~~two~~us ~~fiscal~~to ~~years~~render ~~for~~any ~~the~~auditing ~~categories~~or ofpermitted ~~services~~non-audit ~~indicated.~~related service, the engagement be:

	Years Ended December 31,
Category	2012		2011
Audit Fees	$	19,000		16,400
Audit Related Fees		3,960		2,690
Tax Fees		0		0
All Other Fees		0		0


·	approved by our audit committee; or

~~Effective~~· ~~May~~entered 6,into ~~2003,~~pursuant ~~the~~to ~~Securities~~pre-approval policies and ~~Exchange~~procedures ~~Commission~~established ~~adopted~~by ~~rules~~the ~~that~~audit ~~require~~committee, ~~that~~provided ~~before~~the ~~our~~policies ~~auditor~~and isprocedures ~~engaged~~are bydetailed usas to ~~render~~the ~~any~~particular ~~auditing~~service, orthe ~~permitted non-~~audit ~~related~~committee is informed of each service, and such policies and procedures do not include delegation of the ~~engagement~~audit ~~be:~~committee’s responsibilities to management.

·We ~~approved~~do bynot ~~our~~have an audit committee;. Our orentire ·board ~~entered~~of ~~into~~directors ~~pursuant to~~ pre-~~approval~~approves ~~policies~~all ~~and~~services ~~procedures~~provided ~~established~~ by ~~the~~our ~~audit~~independent committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to managementauditors.

WeThe dopre-approval ~~not~~process ~~have~~has anjust ~~audit~~been ~~committee~~implemented in response to the new rules. ~~Our~~ ~~entire~~Therefore, our board of directors does not have records addressing the percentage of pre-~~approves~~approved audit fees. However, all of the above services ~~provided~~and fees were reviewed and approved by ~~our~~the ~~independent~~entire ~~auditors~~board of directors either before or after the respective services were rendered.

The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records addressing the percentage of pre-approved audit fees. However, all of the above services and fees were reviewed and approved by the entire board of directors either before or after the respective services were rendered.23

40PART IV

~~PART~~ITEM IV15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

~~Item~~a) ~~15.~~Documents ~~Exhibits,~~filed ~~Financial~~as ~~Statement~~part ~~Schedules.~~of this Annual Report

Exhibit Number		Description
3.1		Certificate of Incorporation (1)
3.2		Bylaws (1)
10.1		Licensing Agreement by and between Panacea Global Inc. and Panacea Pharmaceuticals, Inc., as amended by Amendment No. 2 (2)
21.1		List of Subsidiaries
31.1		Certification of 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 Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1		Company Press Release Regarding HAAH Detection, dated September 26, 2012. (3)
101.INS	*	XBRL Instance Document
101.SCH	*	XBRL Taxonomy Schema
101.CAL	*	XBRL Taxonomy Calculation Linkbase
101.DEF	*	XBRL Taxonomy Definition Linkbase
101.LAB	*	XBRL Taxonomy Label Linkbase
101.PRE	*	XBRL Taxonomy Presentation Linkbase

1. Financial Statements

~~(1)~~2. Financial Statement Schedules

~~Filed~~3. ~~as an Exhibit on Form SB-2 with the SEC on October 21, 1998~~Exhibits

(2)


Exhibit No.	Title of Document

3.1	Certificate of Incorporation⁽¹⁾

3.2	By-Laws ⁽¹⁾



10.1	Licensing Agreement by and between Panacea Global Inc., and Panacea Pharmaceuticals, Inc., as amended by Amendment No. 2 ⁽²⁾

10.2	Master Purchase Agreement between Panacea Global, Inc. and Palmverse Limited, dated July 7, 2011 (3)

10.3	Sublicense Agreement, dated November 29, 2011 ⁽⁴⁾

21.1	List of Subsidiaries

Filed as an Exhibit on Form 8-K with the SEC on February 21, 2013.


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

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

(3)


(1)	Incorporated by reference to the Company’s registration statement on Form SB-2 filed with the Securities and Exchange Commission on October 21, 1998.
(2) (3) (4)	Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 21, 2013. Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2011. Incorporated by reference to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 2011.
*	Filed or furnished herewith.

~~Filed~~In asaccordance anwith ~~Exhibit~~SEC onRelease ~~Form 8~~33-K8238, ~~with~~Exhibit ~~the~~32.1 ~~SEC~~is onbeing ~~September~~furnished ~~28,~~and ~~2012~~not filed.

~~In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.~~24

* Furnished herewith. XBRL (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

41Pursuant 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.

SIGNATURES


	PANACEA GLOBAL, INC.

	By:	/s/ Mahmood Moshiri
		Mahmood Moshiri
		Chief Executive Officer, President, Interim Chief Financial Officer and Director

	Dated: March 31, 2014

Pursuant to the requirements of ~~Section 13 or 15(d) of~~ the Securities Exchange Act of 1934, ~~the~~this ~~registrant~~report has ~~duly~~been ~~caused~~signed ~~this~~below ~~report~~by tothe befollowing ~~signed~~persons on ~~its~~ behalf byof the ~~undersigned,~~registrant ~~there~~and ~~unto~~in ~~duly~~the ~~authorized~~capacities and on the dates indicated.

	PANACEA GLOBAL, INC.
Signature		Title	Date
By:	/s/ Mahmood Moshiri
/s/ Mahmood Moshiri		Chief Executive Officer, President,	March 31, 2014
	Chief Executive Officer, President, Interim Chief Financial Officer and Director
Mahmood Moshiri		Interim Chief Financial Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
	Dated: April 1, 2013
/s/ Binnay Sethi		Vice President and Director	March 31, 2014
Binnay Sethi

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.25

Signature	Title	Date
/s/ Mahmood Moshiri	Chief Executive Officer, President	April 1, 2013
Mahmood Moshiri	Interim Chief Financial Officer and Director (Principal Executive, Financial, and Accounting Officer)
/s/ Binnay Sethi	Vice President and Director	April 1, 2013
Binnay Sethi

Exhibit 31.1

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to 18 U.S.C. 1350

(Section 302 of the Sarbanes-Oxley Act of 2002)

I, Mahmood Moshiri, certify that:

1. I have reviewed this Annual Report on Form 10-K of Panacea Global, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

Dated: April 1, 2013 /s/ Mahmood Moshiri Mahmood Moshiri, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies, in his capacity as the Principal Executive Officer and Principal Financial Officer of Panacea Global, Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 1, 2013 /s/ Mahmood Moshiri Mahmood Moshiri, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Filing Compare · Panacea Global, Inc.