Panacea Global 10K/A 2008 Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934

For Fiscal Year Ended

December 31, 2008

Commission File #33-0680443

MONEYLOGIX GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

260 Edgeley Blvd, Suite 12, Concord, Ontario, Canada L4K-3Y4

(Address of principal executive offices)(Zip Code)

905-761-1400

(Registrant's telephone no. including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.0001 par value

(Title of class)

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No ¨

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

Yes ¨ No ¨

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 ¨ No ¨

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K not contained in this form, and no disclosure will be contained, to the best of the 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.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-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 o

Indicate the number of shares outstanding of the Registrant’s common stock as of the latest practicable date.

Class		Outstanding at June 29, 2009
Common Stock, $.0001 par value		89,538,586

Revenues for year ended December 31, 2008: $ nil

Aggregate market value of the voting common stock held by non-affiliates of the registrant as of December 31, 2008 is: $41,189,428. The value at June 29, 2009 is $179,077,172

Transfer Agent as of June 29, 2009:

OTR, Inc.

Transfer Agent & Registrar

1000 SW Broadway, Suite 920

Portland, Oregon 97205

(503) 225-0375

www.transfer.com

TABLE OF CONTENTS

PART I

ITEM 1.	DESCRIPTION OF BUSINESS	3
ITEM 1A.	RISK FACTORS	5
ITEM 1B.	UNRESOLVED STAFF COMMENTS
ITEM 2.	DESCRIPTION OF PROPERTY	5
ITEM 3.	LEGAL PROCEEDINGS	5
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	5

PART II

ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	6
ITEM 6.	SELECTED FINANCIAL DATA	7
ITEM 7.	MANAGEMENT S DISCUSSION AND ANALYSIS	7
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	8
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	8
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	8
ITEM 9A	CONTROLS AND PROCEDURES	8
ITEM 9B.	OTHER INFORMATION	9

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT	10
ITEM 11.	EXECUTIVE COMPENSATION	12
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	12
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	13
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	13

PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	14

SIGNATURES		14

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Classified as a smaller reporting company as defined by rule 229.10 (f)(1), the following provides a description of our business.

Form and Year of Organization

MoneyLogix Group. is an early development stage capital investment company focussed on opportunistic acquisitions in the real estate market. MoneyLogix Group focus is creating value through timely acquisitions, investing in high-yielding value enhancement tactics, and executing the best exit strategies for each unique investment property in Canada, USA and other international countries.

It is MoneyLogix' intent to use its capital for the acquisition of undervalued residential and commercial real estate and zoned property and, with limited redevelopment, sell the acquired property at a substantial profit in the future when real estate values return to historical norms or better. Where ever possible, we will lease acquired premises to obtain rental income until such time as property values and market demands allow a divestiture of properties from our real estate portfolio that achieves a satisfactory return on investment to shareholders.

The company was originally incorporated in 1995 and its present ownership and form occurred in January 2008 after a reverse takeover as described in more detail below.

Bankruptcy, Receivership or Similar Proceeding

None

Material Reclassification, Merger, consolidation, or Purchase or Sale of a Significant Amount of Assets

On September 7, 2006 the Company entered into an Agreement and Plan of Merger with MIT Holding, Inc. This agreement provided for the following: (1) tax free reorganization with MIT Holding, Inc. whereby MIT becomes the wholly owned subsidiary of HomeLife; (2) $250,000 payment to the Company to pay present liabilities; (3) Andrew Cimerman will retain 240,000 shares of our common stock after a 4.2 to 1 reverse stock split; Mr. Cimerman will retire a certain amount of shares since he will own more than 240,000 shares after the 4.2 to 1 reverse stock split and the assets will be spun off to him in consideration for retirement of such shares. The transaction had a closing date of September 29, 2006 With the Closing to occur after MIT's required financial statements were completed and the Company had undertaken a fairness opinion for the spin off of the assets to Mr. Cimerman.

On November 29, 2006, Homelife filed in Federal Court against MIT Holding, Inc. for breach of contract and is seeking $2 million in damages. On March 22, 2007, both parties agreed to terminate the agreement with the payment of $27,500 from MIT Holding, Inc. to Homelife.

On January 3, 2008, Homelife entered into a share exchange agreement with Moneylogix Inc., a Delaware private corporation. The reverse merger transaction effected a change of control of the Company. The accounting acquirer is MoneyLogix, Inc. and the historical operations of the Company are the operations of MoneyLogix, Inc. Pursuant to the terms of the share exchange agreement, the parties agreed to the following:

Mr. Cimerman, the former Company Chief executive and majority shareholder, agreed to transfer 458,000 shares of the Company to the Company treasury in exchange for the spin off of all assets of the Company to Mr. Cimerman. This was executed at closing on May 28, 2008. Mr. Cimerman still had a shareholder loan to be satisfied by the Company;

Moneylogix Group agreed to change the name of the Company from Homelife, Inc. to Moneylogix Group, Inc. This was executed on January 29 th , 2008;

Moneylogix Group agreed to issue 100,000,000 shares of our common stock to Moneylogix Inc. in exchange for 100% of Moneylogix Inc.’s issued and outstanding stock. 80,000,000 shares of the Company were issued on May 28, 2008 to Moneylogix Inc. 100% of the shares of Moneylogix Inc. were transferred to Moneylogix Group making Moneylogix Inc. a wholly owned subsidiary of the Company on May 28, 2008. On June 13, 2008, 200,000 additional shares of the Company were issued to Moneylogix Inc. shareholders. 19,800,000 shares of the Company are still to be transferred to Moneylogix Inc. shareholders, post agreement closure on May 28, 2008, pending changes to the number of shares authorized for issuance;

Moneylogix Inc. agreed to pay to the Company $250,000 for the satisfaction of all outstanding debt of the Company, including the outstanding amount owing to Mr. Cimerman. Moneylogix Inc. made payment of $250,000 to an agreed upon trust agent on May 28, 2008, to be released to the Company upon on the complete satisfaction of all the terms of the agreement;

The Company will effect a 22 to 1 reverse split of the Company’s stock. The 22 to 1 reverse stock split took place on May 28, 2008;

Following the 22 to 1 reverse stock split, Moneylogix Group agreed to issue 490,310 shares of common stock (post 22-for-1 reverse stock split) to Mr. Cimerman, the former Company Chief executive and majority shareholder, in consideration for Mr. Cimerman retiring a certain portion of debt the Company owes him and cancelling 10,000 of Our Class A preferred shares and 50 of Our Class AA Preferred Shares held by Mr. Cimerman. It was agreed that the 490,310 shares issued to Mr. Cimerman shall be restricted and locked up for transfer and monetization for 24 months.

MoneyLogix added the following individuals to its management team effective May 11th, 2009: Mike Knarr, President & Chief Executive Officer; Gary Cilevitz, Chief Financial Officer and Corporate Secretary; Tom Copeland, Executive Vice President; Adam Seanor, Executive Vice President. Concurrently, the Corporation elected Alex Haditaghi to the position of Chairman of the Board effective May 11, 2009. The Board of Directors consist of Alex Haditaghi, Mike Knarr and Gary Cilevitz as at May 11th, 2009 and are currently searching for independent directors. Majid Haditaghi resigned effectively May 12, 2009 as an officer and director.

On May 22, 2009 MoneyLogix acquired a development property totalling approximately 100 acres in Barrie, Ontario adjacent to the GO Train Station which provides daily commuter transit service to downtown Toronto. MoneyLogix is acquiring the property for the assumption of approximately C$9 million in debt and 8.775 million restricted common shares at C$2.00 per share for a total purchase price of C$26.3 million.

Business of Issuer

Products and Services

MoneyLogix is currently developing a strategy to focus on real estate investment activities. On May 22, 2009 the Company acquired a development property totalling approximately 100 acres in Barrie, Ontario adjacent to the GO Train Station which provides daily commuter transit service to downtown Toronto.

Government Licensure and Approvals

None

Effect of Existing or Probable Government Regulations on the Business

None

Research and Development Activities in Past Two Years

None.

Environmental Compliance Costs and Effects

None.

Employees

The Company had no employees at December 31, 2008. As of June 29, 2009 the Company has four full time employees.

ITEM 1A. RISK FACTORS

Not applicable as a smaller reporting company.

ITEM 2. DESCRIPTION OF PROPERTY

As of December 31, 2008 MoneyLogix was not operating and had no property.

As of June 29, 2009 MoneyLogix operated out of a space located is located at 260 Edgeley Blvd, Suite 12, Concord, Ontario, Canada L4K-3Y4. We lease this space for no fees from one of our shareholders.

On May 22, 2009 MoneyLogix purchased a development property totalling approximately 100 acres in Barrie, Ontario, at the corner of Mapleview Drive and Yonge Street, adjacent to the GO Train Station which provides daily commuter transit service to downtown Toronto.

ITEM 3. LEGAL PROCEEDINGS

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares of common stock are approved for quotation on the OTC Bulletin Board under the symbol “MLXG”.

The following table represents the closing high and low bid information for our common stock during the last two fiscal years as reported by the OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The market for our common stock is sporadic and our stock is thinly traded.

2008	High		Low
First Quarter	$	2.00	$	0.88
Second Quarter	$	1.01	$	0.55
Third Quarter	$	0.55	$	0.55
Fourth Quarter	$	0.55	$	0.51

2007	High		Low
First Quarter	$	1.32	$	1.32
Second Quarter	$	1.54	$	1.32
Third Quarter	$	1.98	$	1.32
Fourth Quarter	$	1.98	$	1.10

Holders

On December 31, 2008, there were 1017 beneficial shareholders of record for our outstanding common stock.

Dividends

To date, 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. The payment by us of dividends on the shares of common stock in the future, 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 directors. 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 Authorized for Issuance under Equity Compensation Plan

None

2008

The Company issued 80,000,000 shares, with an additional 20,000,000 shares to be issued, of our Common Stock to the Moneylogix shareholders in exchange for 100% of the outstanding shares of Moneylogix Group Inc, pursuant to the Agreement and Addendum, on May 28, 2008. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.

On May 28, 2008 the Company issued 563,586 common shares at a price of $0.44 per share for a total amount of $250,564 to former HomeLife Shareholders pursuant to the agreement and addendum. . The shares were issued at $0.01 per share, the par value of the security on the date of issue and the $250,000 to satisfy all outstanding debt of the company. Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.

On June 13, 2008 the Company issued 200,000(Rule 144) common shares at a price of $0.01 per share for a total amount of $200 to a former MoneyLogix shareholder. The shares were issued at $0.01 per share, the par value of the security on the date of issue Such shares were issued pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable as a smaller reporting company.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS

The following is management’s discussion and analysis of the consolidated financial condition and results of operations of MoneyLogix Group, Inc. for the fiscal years ended December 31, 2008 and 2007. The following information should be read in conjunction with the audited consolidated financial statements for the period ending December 31, 2008 and notes thereto appearing elsewhere in this Form 10-K.

Liquidity

At December 31, 2008, we had zero cash and zero total assets. Comparatively at December 31, 2007, we had zero cash and zero total assets.

At December 31, 2008, we had $17,812 in accrued liabilities related to professional fees for a total of $17,812 in liabilities. Comparatively at December 31, 2007, the Company had $5,000 in accrued liabilities related to professional fees for a total of $5,000 in liabilities.

As there are no current revenues from operating activities, the Company must presently rely upon the issuance of common stock and additional capital contributions from shareholders and/or loans from shareholders and third-party lenders to meet our working capital needs. It is expected by management that the Company will need to rely upon new capital contributions to pay the accrued liabilities

Capital Resources

Unless and until the Company increases its revenue and profitability from operations, we will continue to rely upon the issuance of common stock and additional capital contributions from shareholders and/or loans from shareholders and third-party lenders.

Results of Operations

The Company reported no revenue from operations during the year ending December 31, 2008. Comparatively, the Company reported no revenue from operations during the year ending December 31, 2007.

The Company incurred expenses related primarily to professional fees of $21,748 for the year ending December 31, 2008. The Company also incurred $250,564 of reorganization cost for the year ending December 31, 2008. Comparatively, for the year ending December 31, 2007, the Company reported $5,000 of professional fees and $81,600 of consulting fees. The Company reported total operating expenses of $358,912 for the period from December 7, 2007 (the inception date of Moneylogix, Inc.) to December 31, 2008.

The Company recorded a Net Loss for the year ended December 31, 2008 of $272,312 and a Net Loss of $86,600 for the year ended December 31, 2007. For the period from December 7, 2007 (inception date) to December 31, 2008, the Company recorded a cumulative Net Loss of $358,912.

Off-Balance Sheet Arrangements

None

Tabular Disclosure of Contractual Obligations

Not applicable as a smaller reporting company.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable as a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements of the Company appear at the end of this report beginning with the Index to Financial Statements on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A(T). CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2008. This evaluation was accomplished under the supervision and with the participation of our chief executive officer / principal executive officer who concluded that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in the Form 10-K has been made known to them.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(1) and 15(d) of the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seg.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure, controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by in our reports filed under the Securities Exchange Act of 1934, as amended (the "Act") is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In connection with our management’s assessment of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified certain material weaknesses in our internal control over financial reporting as of December 31, 2008:

Reliance upon independent financial reporting consultants for review of critical accounting areas and disclosures and material non-standard transaction.

Lack of sufficient accounting staff which results in a lack of segregation of duties necessary for a good system of internal control.

Because of the material weaknesses above, management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2008, based on Internal Control over Financial Reporting – Guidance for Smaller Public Companies issued by COSO.

Remediation of Material Weaknesses in Internal Control Over Financial Reporting

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

Changes in Internal Controls over Financial Reporting

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

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Commission that permit the Company to provide only management’s report in this annual report.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Registrant Director and Executive Officer

The following table sets forth, as of December 31, 2008, the name and age of our sole director and executive officer. The director will hold such office until the next annual meeting of shareholders and until his successor has been elected and qualified.

Name	Age	Position

Majid Haditaghi	43	President, CEO, CFO, Chief Accounting Officer and sole Director

Business Experience

The following summarizes the occupation and business experience of our sole director and executive officers:

Majd Haditaghi, President, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Chairman of the Board of Directors

Mr. Majid Haditaghi Graduated from Marmara School of Pharmacy in Turkey in 1990 and passed his Canadian College of Pharmacy Bar exam in 1992. As an executive, manager and owner of several large retail pharmacies in Canada, Mr. Haditaghi has extensive experience in retail operations. Mr. Haditaghi has helped numerous organizations by providing management solutions designed to enhance their systems growth and profitability.

Mr. Haditaghi resigned his positions with us on May 12, 2009

On May 11, 2009 MoneyLogix announced its new management team and new board of directors. The following table sets forth, as of June 29, 2009, the name and 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.

Name	Age	Position

Alex Haditaghi	35	Chairman of the Board of Directors

Mike Knarr	50	Director, Chief Executive Officer and President

Gary Cilevitz	39	Director, Chief Financial Officer and Corporate Secretary

Business Experience

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

Alex Haditaghi, Founder and Chairman of the Board of Directors

Alex Haditaghi has been working in the mortgage industry since 1999. He has worked with some of the top financial institutions in the country and has solid relationships with leading mortgage brokers and lenders. Realizing a need for an online mortgage brokerage in Canada, Mr. Haditaghi formed Lending Tree Canada in 2000, serving as CEO and President until he founded MortgageBrokers.com in 2005.

Michael Knarr, President & Chief Executive Officer

Mr. Knarr has been working in the consumer finance sector in Canada in a variety of senior management positions with General Electric from 1995 to 2008. In his last role at GE as COO of GE Money, Mr. Knarr was central to the launch, growth and eventual wind-down of GE's deposit-taking financial institution regulated under the Trust and Loan Companies Act, and was responsible for all operational elements. Mr. Knarr has an HBA from Wilfrid Laurier University.

Gary Cilevitz, Chief Financial Officer & Corporate Secretary

Mr. Cilevitz is a CA with 15 years experience in Canadian and American accounting with a focus in high growth public companies. Prior to MoneyLogix, Mr. Cilevitz held the position of CFO at Richview Resources Inc., a TSX listed company. During his tenure at Richview, he managed all finance, accounting, disclosure and regulatory filings.

Significant Contributing Management

The following table sets forth, as of June 29, 2009, the names and ages of our Canadian operations management team.

Name	Age	Position

Tom Copeland	51	Vice President of Operations

Adam Seanor	35	Vice President of Finance & Administration

Business Experience

Tom Copeland, EVP, Investments

Prior to MoneyLogix, Mr. Copeland was the Vice President, Finance for Easton's Group of Hotels where he was responsible for all aspects of the business including: finance, strategy, contract negotiation, administration and operations. During his 10 years, Easton's experienced double digit growth adding seven hotels and 1,200 rooms. Mr. Copeland holds an MBA from the University of Toronto.

Adam Seanor, EVP, Business Development & Investor Relations

As an equity research analyst with Clarus Securities, Mr. Seanor was responsible for coverage of TSX-listed, financial companies including banks, finance companies, and asset managers. Prior to that, Mr. Seanor held a similar role at Blackmont Capital. Mr. Seanor was awarded the CFA designation in 2003 and has an MBA from the Schulich School of Business

Family Relationships

None.

Involvement in Certain Legal Proceedings

None

Promoters and Control Persons

None.

Compliance with Section 16(A) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in fiscal year ended December 31, 2008 and up to June 29, 2009.

Code of Ethics

MoneyLogix has adopted a Code of Business Conduct and Ethics applicable to our Directors, Officers and Management. The code of Business Conduct and Ethics is filed herewith as an exhibit.

Directors and Committees

As of December 31, 2009 the Company has only one director and, as such, has no nominating, audit or other committees of its board of directors. The sole director of the Company does not qualify as an “audit committee financial expert.”

As of June 29, 2009 the Company has three non-independent directors as disclosed above. Currently, the board and management are searching for qualified independent board of director members.

ITEM 11. EXECUTIVE COMPENSATION

None

Compensation of Directors

No additional compensation was paid to Majid Haditaghi, our sole director for fiscal 2008.

Stock Option Grants In The Past Fiscal Year

None

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Name of Beneficial Owner (1)	Number of Total Shares		Percent of class (1)

Majid Haditaghi		79,400,000		98.3	%

All executive officers and directors as a group		79,400,000		98.3	%

(1)

Based on 80,763,586 shares of common stock issued and outstanding as of December 31, 2008.

Name of Beneficial Owner (2)	Number of Total Shares		Percent of class (2)

Majid Haditaghi		79,400,000		88.7	%

All executive officers and directors as a group		79,400,000		88.7	%

(2)Based on 89,538,586 shares of common stock issued and outstanding as of June 29, 2008.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

For the Company's fiscal year ended December 31, 2008, we have incurred $7,500 and accrued $5,250 for professional services rendered for the audit and reviews of our financial statements.

For the Company's fiscal year ended December 31, 2007, we had incurred $5,000 for professional services rendered for the audit and reviews of our financial statements.

All Other Fees

None.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

-approved by our audit committee; or

-entered into pursuant to pre-approval policies and procedures established by the audit 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 management.

We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.

The pre-approval process has just been implemented in response to the new rules. Therefore, our board of directors does not have records of what percentage of the above fees were pre-approved. 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.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.

5.0	Code of Business Conduct and Ethics

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

MONEYLOGIX GROUP, INC.

	By: /s/ Mike Knarr
	Mike Knarr
	Director ,Chief Executive Officer
	and President

Dated: June 29, 2009

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.

NAME	TITLE	DATE

/s/ Mike Knarr	Director, Chief Financial Officer and President	June 29, 2009
Mike Knarr

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

FINANCIAL STATEMENTS

DECEMBER 31, 2008

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

DECEMBER 31, 2008

CONTENTS

	Page
FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm		F3
Balance Sheets		F4
Statements of Operations		F5
Statements of Cash Flows		F6
Statement of Stockholders’ Deficit		F7
Notes to the Financial Statements		F8 - F12

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of MoneyLogix Group, Inc.

We have audited the accompanying balance sheets of MoneyLogix Group, Inc. as of December 31, 2008 and 2007, and the related statements of operations, stockholder's deficit, and cash flows for the years then ended and for the period from Inception (December 7, 2007) to December 31, 2008. MoneyLogix Group, Inc's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

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 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.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of MoneyLogix Group, Inc. as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended and for the period from Inception (December 7, 2007) to December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might not result from the outcome of this uncertainty.

Rochester, New York

March 31, 2009

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

BALANCE SHEETS

	December 31, 2008			December 31, 2007
ASSETS
Current Assets		-			-

Total Assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accrued liabilities	$	17,812		$	5,000
Total Liabilities		17,812			5,000
Stockholders' Deficit
Preferred Stock, $10 par value; 100,000 shares authorized, none issued (Note 7)		-			-
Capital stock, $.001 par value; 100,000,000 shares authorized; 80,763,586 issued and outstanding (Note 7)		80,764			80,000
Additional Paid in Capital		275,056			16,320

Stock subscription receivable		(14,720	)		(14,720	)
Deficit accumulated during the development stage		(358,912	)		(86,600	)
Total Stockholders' Deficit		(17,812	)		(5,000	)
Total Liabilities and Stockholders' Deficit	$	-		$	-

The accompanying notes are an integral part of these financial statements.

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

STATEMENTS OF OPERATIONS

							For the Period
							from December 7,
	Year Ended						2007 (inception)
	December 31, 2008			December 31, 2007			to December 31, 2008

REVENUES	$	-		$	-		$	-

EXPENSES
Professional Fees		21,748			5,000			26,748
Consulting Fees		-			81,600			81,600
Cost of Reorganization		250,564			-			250,564
TOTAL OPERATING EXPENSES		272,312			86,600			358,912

NET LOSS	$	(272,312	)	$	(86,600	)	$	(358,912	)

Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding - basic and diluted		80,443,656			80,000,000

The accompanying notes are an integral part of these financial statements.

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

	Year Ended December 31, 2008			Year Ended December 31, 2007			For the Period from Inception (December 7, 2007) to December 31, 2008

Cash Flows from Operating Activities
Net loss		(272,312	)		(86,600	)	$	(358,912	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services		-			81,600			81,600
Non-Cash Cost of Reorganization		250,564						250,564
Expenses paid by Stockholder		8,936						8,936
(Increase) decrease in net assets:

Accrued liabilities		12,812			5,000			17,812

Net Cash Used in Operating Activities		-			-			-

Cash Flows from Investing Activities

Net Cash Provided by Investing Activities		-			-			-

Cash Flows from Financing Activities
		-			-			-

Net Cash Provided by Financing Activities		-			-			-

Net Decrease in Cash and Cash Equivalents		-			-			-

Cash and Cash Equivalents - Beginning of Period		-			-			-

Cash and Cash Equivalents - End of Period	$	-		$	-		$	-

Supplemental Cash Flow Information
Interest paid	$	-		$	-		$	-

Income taxes paid	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.

MONEYLOGIX GROUP, INC.

(A Development Stage Company)

STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE PERIOD FROM THE DATE OF INCEPTION

(DECEMBER 7, 2007) TO DECEMBER 31, 2008

	Common Stock					Preferred Stock						Additional Paid-In			Stock Subscription			Deficit Accumulated During the Development			Total Stockholders'
	Shares			Amount		Shares			Amount			Capital			Receivable			Stage			Deficit
Issuance of common stock for services		65,280,000	*	$	65,280		-		$	-		$	16,320		$	-		$	-		$	81,600
Issuance of common stock		14,720,000	*	$	14,720		-		$	-		$	-		$	(14,720	)	$	-		$	-
Net loss		-		$	-		-		$	-		$	-		$	-		$	(86,600	)	$	(86,600	)
Balance, December 31, 2007		80,000,000		$	80,000		-		$	-			16,320		$	(14,720	)	$	(86,600	)	$	(5,000	)

May 28, 2008 Common Shares Outstanding to former HomeLife, Inc. Shareholders		563,586		$	564		-		$	-			250,000		$	-		$	-		$	250,564
June 13, 2008 Issuance to former MoneylogixInc. Shareholder		200,000		$	200		-		$	-			(200	)	$	-		$	-		$	-
September 17, 2008 – Invoices Paid by Shareholder		-		$	-		-		$	-			1,436		$	-		$	-		$	1,436
May 28, 2008 PreferredShares Outstanding of Former HomeLife, Inc. Shareholders		-		$	-		1,500		$	15,000			-		$	-		$	-		$	15,000
September 25, 2008 – Preferred Shares Cancelled		-		$	-		(1,500	)	$	(15,000	)				$	-		$	-		$	(15,000	)
November 18, 2008 - Invoice Paid													7,500									7,500
Net Loss		-		$	-		-		$	-			-		$	-		$	(272, 312	)	$	(272,312	)

Balance, December 31, 2008		80,763,586		$	80,764		-		$	-			275,056		$	(14,720	)	$	(358,912	)	$	(17,812	)

* Share and per share amounts reflect the effect of the May 28, 2008 reorganization.

The accompanying notes are an integral part of these financial statements.

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008

1.	NATURE OF OPERATIONS AND ORGANIZATION

Nature of Operations

MoneyLogix Group, Inc. ("MoneyLogix" or the “Company”), (formerly Homelife, Inc.), which registered a change of name with the State of Nevada on January 29, 2008 was formerly know as Homelife, Inc. and is organized under the laws of the State of Nevada. The Company is a development stage company that is currently developing plans to strategically acquire financial service companies whose businesses and markets served would complement each other.

Moneylogix Group, Inc. entered into a share exchange agreement on January 3, 2008 with Moneylogix Inc., a Delaware private corporation. The reverse merger transaction effected a change of control of the Company. The accounting acquirer is MoneyLogix, Inc. and the historical operations of the Company are the operations of MoneyLogix, Inc. Pursuant to the terms of the share exchange agreement, the parties agreed to the following:

Mr. Cimerman, the former Company Chief executive and majority shareholder, agreed to transfer 458,000 shares of the Company to the Company treasury in exchange for the spin off of all assets and liabilities of the Company to Mr. Cimerman. This was executed at closing on May 28, 2008. Mr. Cimerman still had a shareholder loan to be satisfied by the Company;

Moneylogix Group agreed to change the name of the Company from Homelife, Inc. to Moneylogix Group, Inc. This was executed on January 29 th , 2008;

Moneylogix Inc. agreed to pay to the Company $250,000 for the satisfaction of all outstanding debt of the Company, including the outstanding amount owing to Mr. Cimerman. A current shareholder of Moneylogix Inc. made a payment of $250,000 to an agreed upon trust agent on May 28, 2008, to be released to the former majority shareholder upon on the complete satisfaction of all the terms of the agreement. The cash transaction occurred between shareholders and did not run through Moneylogix, Inc., therefore this is a non cash transaction included in Additional Paid in Capital in the accompanying Statements of Stockholder’s Deficit

The Company will effect a 22 to 1 reverse split of the Company’s stock. The 22 to 1 reverse stock split took place on May 28, 2008;

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008

2.	BASIS OF PRESENTATION

The Company has not earned any revenues from limited principal operations and accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in Statement of Financial Accounting Standards (“SFAS”) No. 7, Accounting and Reporting by Development Stage Enterprises (“SFAS No. 7 “). Among the disclosures required by SFAS No. 7 are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' deficit and cash flows disclose activity since the date of the Company's inception.

3.	GOING CONCERN

These financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

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

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

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008

4.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Fair Value of Financial Instruments

The Company's financial instruments consist of accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying values at December 31, 2008 and 2007, unless otherwise noted.

Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109, Accounting for Income Taxes . Deferred tax assets and liabilities are recorded for differences between the financial statements and tax basis of the assets and liabilities 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.

Use of Estimates

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

Earnings or Loss Per Share

The Company accounts for earnings per share pursuant to SFAS No. 128, Earnings per Share , which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common stock outstanding for the year. 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 year.

There were no dilutive financial instruments for the period from December 7, 2007 (inception) to December 31, 2008.

Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, Share-Based Payment ("SFAS No. 123R"). SFAS No. 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued.

F10

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008

4.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (R) Business Combinations . SFAS 141R establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. SFAS 141R also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective as of the beginning of the Company’s fiscal year beginning after 15 December 2008. Management believes the adoption of this pronouncement will not have a material impact on the Company's financial statements.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009/2010. The Company is currently evaluating the impact of SFAS 160 on its financial statements but does not expect it to have a material effect.

In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 161, " Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133 ”. SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008 with early application encouraged. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS 161 on its financial statements but does not expect it to have a material effect.

In May 2008, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard (“SFAS”) No. 162, " The Hierarchy of Generally Accepted Accounting Principles ”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company is currently evaluating the impact of SFAS 162 on its financial statements but does not expect it to have a material effect.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 163, " Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60 " (“SFAS 163”). SFAS 163 interprets Statement 60 and amends existing accounting pronouncements to clarify their application to the financial guarantee insurance contracts included within the scope of that Statement. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS 163 on its financial statements but does not expect it to have a material effect.

F11

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

DECEMBER 31, 2008

5.	SUPPLEMENTAL CASH FLOW INFORMATION

During the years ended December 31, 2008 and 2007, there was no interest or taxes paid by the Company.

6.	INCOME TAXES

The Company accounts for income taxes in accordance with SFAS No. 109. SFAS No. 109 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 bases of assets and liabilities and are measured using the enacted tax rates. The effects of future changes in tax laws or rates are not anticipated.

Under SFAS No. 109 income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

The Company has income tax losses available to be applied against future years income as a result of the losses incurred since inception. However, due to the losses incurred in the period 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.

7.	CAPITAL STOCK

a) Authorized

100,000 Class A Preferred shares of no par value, 6% non-cumulative dividend, voting, convertible to common shares at the option of the shareholder at a price equal to the face value of the Class A shares. Each Class A Preferred share carries 1,000 votes as compared with 1 vote for each Common share. There were no shares issued and outstanding at December 31, 2008 and December 31, 2007.

100,000,000 Common shares of $0.001 par value

Issued

	December 31,		December 31,
	2008		2007
Shares Issued and Outstanding		80,763,586		80,000,000	*
	$	80,764	$	80,000

*Share and per share amounts reflect the effect of the May 28, 2008 reorganization.

F12

Panacea Global (HOML) Inactive 10-K/A2008 FY Annual report (amended)