Panacea Global Inc. (fka PANG)

[Mr. Bill]

HMLF .05(2) x .06(2) with heavy insider ownership. LOI in 10K

http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001144204%252D05....

The Board of Directors of Homelife, Inc. have signed a letter of intent dated August 4, 2005 with R Capital Partners, Inc. for the sale of majority control of Homelife, Inc. and the subsequent acquisition by Homelife of 100% of the issued and outstanding shares owned by shareholders of Price Oil, Inc. The full sales price has been set at $250,000. Upon confirmation that the full sales price has been received into escrow, Homelife shall complete a 1 for 5.2 reverse stock split of its common shares and preferred shares such that a total of 2,379,208 total shares of common stock shall be issued and outstanding and a total of 9.6154 shares of its Series AA preferred stock shall be issued and outstanding subsequent to the reverse stock split. Homelife shall also have a total of 200,000 warrants issued and outstanding exercisable at $9.10 per share (post reverse split) until 2012.

Upon completion of the reverse split the shareholders of Homelife shall deliver to escrow a total of 1,383,499 shares, together with medallion guaranteed stock powers sufficient to transfer ownership of such shares and Homelife shall immediately issue and deliver an additional 27,470,551 shares to the escrow account for a total of 28,854,050.

2
At the closing, escrow shall release the Homelife shares to the Price Oil, Inc. shareholders, R Capital or assigns. The purchase price will be released to pay the liabilities and other obligations of Homelife Realty Services, Inc., a wholly-owned subsidiary of Homelife and release the Price shares to Homelife.
_________________________________________________________________

Recent Developments

The Board of Directors of Homelife, Inc. have signed a letter of intent dated August 4, 2005 with R Capital Partners, Inc. for the sale of majority control of Homelife, Inc. and the subsequent acquisition by Homelife of 100% of the issued and outstanding shares owned by shareholders of Price Oil, Inc. The full sales price has been set at $250,000. Upon confirmation that the full sales price has been received into escrow, Homelife shall complete a 1 for 5.2 reverse stock split of its common shares and preferred shares such that a total of 2,379,208 total shares of common stock shall be issued and outstanding and a total of 9.6154 shares of its Series AA preferred stock shall be issued and outstanding subsequent to the reverse stock split. Homelife shall also have a total of 200,000 warrants issued and outstanding exercisable at $9.10 per share (post reverse split) until 2012. Upon completion of the reverse split the shareholders of Homelife shall deliver to escrow a total of 1,383,499 shares, together with medallion guaranteed stock powers sufficient to transfer ownership of such shares and Homelife shall immediately issue and deliver an additional 27,470,551 shares to the escrow account for a total of 28,854,050.

At the closing, escrow shall release the Homelife shares to the Price Oil, Inc. shareholders, R Capital or assigns. The purchase price will be released to pay the liabilities and other obligations of Homelife Realty Services, Inc., a wholly-owned subsidiary of Homelife and release the Price shares to Homelife.

_________________________________________________________________
ITEM 11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of the Company's Common Stock as of May 31, 2005: (i) each stockholder known by the Company to be the beneficial owner of more than five percent of the outstanding Common Stock, (ii) each director of the Company and (iii) all directors and officers as a group.



Name and address of beneficial owner Amount and nature of beneficial owner(1) Percent of class
Andrew Cimerman(2) 9,013,194(3) 72.8%
Marie M. May(2) 60,000(1) 0.5%
Charles Goodson(2) 0 0.0%
F. Bryson Farrill(2) 10,000 0.1%
Terry Lyles(2) 10,000 0.1%

All Officers and Directors as a group 9,093,194 73.5%


14

(1) Except as otherwise indicated, the Company believes that the beneficial owners of Common Stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person. (2) c/o Company's address1503 South Coast Drive, Suite 204, Costa Mesa, CA 92626.
(3) 249,594 of these shares are held in the name of Cimerman Real Estate Ltd. Cimerman Real Estate Ltd. was created as a Real Estate Sales Company. Mr. Cimerman has certain voting powers associated with the shares held by Cimerman Real Estate Ltd., as 100% of the financial benefits derived from the shares held by Cimerman Real Estate Ltd. are for the benefit of Mr. Cimerman.
_______________________________________________________________