Panacea Global, Inc. - FORM 10-Q

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EX-31.1 - Panacea Global, Inc.	v185526_ex31-1.htm
EX-32.1 - Panacea Global, Inc.	v185526_ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010

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

Commission File #

MONEYLOGIX GROUP, INC.

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (905) 761-1400

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 periods 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 ¨

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 ¨ No ¨

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	¨	Accelerated filer	¨
Non-accelerated filer	¨	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 x No ¨

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

Class		Outstanding at May 17, 2010
Common Stock, $.001 par value		85,763,586

TABLE OF CONTENTS

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4T.	Control and Procedures	9

PART II— OTHER INFORMATION

Item 1	Legal Proceedings	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Submission of Matters to a Vote of Security Holders	11
Item 5.	Other Information	11
Item 6.	Exhibits and Reports on Form 8-K	12

SIGNATURE		12

PART I: FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Basis of Presentation

The accompanying statements are presented in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring adjustments) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the three months ended March 31, 2010 are not necessarily indicative of results that may be expected for the year ending December 31, 2010.

The financial statements of the Company appear at the end of this report beginning with the Index to Financial Statements on page F-1 and ending on F-15.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

The following is management’s discussion and analysis of the financial condition and results of operations of MoneyLogix Group, Inc. for the three months ending March 31, 2010. The following information should be read in conjunction with the reviewed financial statements for the period ending March 31, 2010 and notes thereto appearing elsewhere in this form 10-Q.

Overview

MoneyLogix Group, Inc. (“Company”, “We”, “Our”, or “MoneyLogix Group”), formerly Homelife, Inc., a corporation incorporated under the laws of Nevada, 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.

There are no material differences in accounting treatment or federal income tax consequences from the share exchange agreement. Similarly, we were not required to obtain any federal or state regulatory approvals to complete the share exchange agreement. Accordingly, we did not obtain any reports, opinions, or appraisals relating to the fairness of the transaction because we deemed it an unnecessary and costly expense given the nature of the transaction.

MoneyLogix Group is a development stage capital investment company focused 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.

To execute the business strategy, the following individuals were added to our management team effective May 11, 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 August 11, 2009. The Board of Directors consist of Alex Haditaghi, Mike Knarr and Gary Cilevitz as at May 11, 2009 and are currently searching for independent directors. Majid Haditaghi resigned effectively May 12, 2009 as an officer and director. Effective September 4, 2009 Tom Copeland and Adam Seanor were no longer employed by the Company. Effective November 15, 2009, Mike Knarr resigned as President & Chief Executive Officer and as a Director of the Company. Gary Cilevitz will has filled the duties of President & Chief Executive Officer as of November 15, 2009.

MoneyLogix are presently conducted through the Company’s subsidiaries, MoneyLogix Group, Inc (an Ontario, Canada company).

As of May14, 2010 MoneyLogix operated out of a space located at 260 Edgeley Blvd, Suite 12, Concord, Ontario, Canada L4K 3Y4. Our telephone number is (905)761-1400 and our fax number is (877)410-4845. Our internet website can be found under the domain name of www.moneylogixgroup.com

Acquisition of 2131059 ONTARIO LIMITED

On May 22, 2009, MoneyLogix completed the acquisition of 2131059 ONTARIO LIMITED (“Mapleview”, or “Acquisition”), in accordance with the share purchase agreement between the parties. Pursuant to the terms of the agreement, MoneyLogix agreed to issue 8,775,000 restricted common shares to 2206659 Ontario Ltd valued at $1.75 (CDN$2.00) per share for a total of $ 15,389,000 (CDN $17,550,000) and assumed additional debt in the amount of approximately $ 7,857,500 (CDN $9,0000,000). MoneyLogix has assigned all the common shares of Mapleview to MoneyLogix Group, Inc (“MLXG CANADA”), a 100% owned subsidiary of MoneyLogix. As a result of this assignment, Mapleview becomes a 100% wholly owned subsidiary of MLXG CANADA. Since MLXG CANADA is a wholly owned subsidiary of MoneyLogix, MoneyLogix becomes the indirect owner of Mapleview.

About 2131059 Ontario Ltd.

Established in March 2007, Mapleview is the registered owner of the property municipally known as North Side Mapleview Drive East, Barrie, Ontario comprising approximately 50 acres of land, being PIN 580910288, S.Pt.Lot 16, Conc, Being Part 1, Reference 51R-22937, City of Barrie, County of Simcoe, and comprising approximately 49.48 acres PIN 580911689, S ½ Lot 16, Conc. 12, Being Part 1 Reference Plan 51R-22928, City of Barrie, County of Simcoe;

MoneyLogix purchased the property after extensive review and investigation of the future development potential. The local municipality, Barrie, has adopted the planning department’s recommendations regarding the density (number of units per hectare) and intensification (increasing density) throughout the City, which will become part of the municipality’s Official Plan expected to be adopted on June 16, 2009. This property is included in that densification, potentially raising the approved number of dwelling units from 250 currently approved to approximately 2,600 units.

This property is located at the corner of Mapleview Drive and Yonge Street adjacent to the GO Train Station in Barrie which provides daily commuter transit service directly to downtown Toronto, and immediately adjacent to a residential development that is expected to be fully completed and occupied in 2010. The property is the last remaining section in the vicinity both designated for residential development and intensification.

The Vendor of the lands worked closely with City Planning staff and councilors, and has provided a concept plan for the site including approximately 1,500 dwelling units, and while the concept plan has yet to be approved for zoning and draft subdivision, it is believed that because of the excellent location of the property site plan approval may be achieved in 12-18 months.

With the potential for increased densification and the proximity to the GO Train, MoneyLogix’s management believes the Mapleview property demonstrates the Company’s strategy of opportunistically investing in properties with the potential for significant capital appreciation.

The purchase price for 2131059 was approximately $23,000,000 (Canadian $26,300,000) which was funded by assumption of Mortgages Payable of $7,568,000(Canadian $8,630,000), Accounts Payable of $175,000(Canadian $200,000) and the issuance of 8,775,000 restricted common shares of MoneyLogix at $1.75(Canadian $2.00) per share.

Under the purchase method of accounting, the initial purchase price is allocated to 2131059’s assets based upon their estimated fair values as of the date of the acquisition. The preliminary purchase price allocation as of May 20, 2009 is as follows:

	At May 20, 2009
	(Numbers rounded to the nearest 0000)
Property under Development	$	23,113,000
Cash and Other Assets		4,000
Due from Baywood Homes Partnership		130,000
Total assets acquired		23,247,000

Mortgages Payable		7,568,000
Accounts Payable(limited to $175,000 by seller)		290,000
Total Liabilities acquired		7,858,000

Net assets acquired		15,389,000

Stock Issued to sellers [8,775,000@$1.7538 US]		15,389,000
Net shares issued	$	15,389,000

The above table comprises our supplemental disclosure of non-cash investing and financing activities.

The Company acquired three Mortgages as of May 20, 2009 consisting of the following:

	May 20, 2009

Mortgage notes payable (a)	$	5,813,847
Mortgage notes payable (b)		1,052,280
Mortgage notes payable (c)		701,520

Totals	$	7,567,647

(a)

Mortgage note payable to Firm Capital payable in monthly instalments, bearing interest at a floating rate at the greater of 10.75% per annum or the Toronto Dominion Interest rate plus 4.00%. The term is 1 year expiring October 1, 2009 with $17,140 ($20,000CDN) principal payments per month being calculated on a declining balance method. This mortgage note is secured by a first mortgage interest in a real estate property in Ontario, Canada.

(b)

Mortgage note payable to Sora Development Corp payable in monthly instalments of interest only, at a rate of 10% per annum. The mortgage is currently month to month and has been guaranteed by an unrelated third party. This mortgage note is secured by a second mortgage interest in a real estate property in Ontario, Canada.

(c)

Mortgage note payable to C-1 Holdings Inc. payable in monthly instalments of interest only, at a rate at of 10% per annum. The mortgage is currently month to month and has been guaranteed by an unrelated third party. This mortgage note is secured by a third mortgage interest in a real estate property in Ontario, Canada.

New Fourth Mortgage

As disclosed in the 8-K filed on July 22, 2008 per the addendum to the agreement of the share exchange agreement dated January 3, 2008, MoneyLogix had an obligation to issue an additional 20,000,000 shares to a shareholder. In a related party transaction occurring on July 9, 2009, in consideration for the cancelation of the obligation to issue 19,800,000 shares to the shareholder, MoneyLogix agreed to issue only 5,000,000 of those shares and allow a 4th mortgage to be registered on its Mapleview property in the amount of $819,000 (CDN $950,000). The consideration received was reviewed by management, the board of directors and with independent legal counsel and was deemed reasonable. By entering into this transaction, the Company avoided further shareholder dilution of 15 million shares in an amount equivalent to $0.0545 per share. Whereas the fair market share price on July 9, 2009 was $2.00, the book value per share price at June 30, 2009 was $0.16.

The fourth mortgage was issued to Trisan Equitable Corporation (“Trisan”) in the amount of $819,000 (CDN $950,000) with a maturity date of October 30, 2009 with 0% interest. If the mortgage is not paid by the maturity date, default interest on the mortgage will be charged from October 31, 2009 at an interest rate of 24% per annum, calculated semi-annually. As security for payment of the debt pursuant to the mortgage, a transfer/deed of land in registerable form for the property (“Quitclaim’) will be held and utilized on behalf of and for the benefit of Trisan. Trisan will be permitted and authorized to register the Quitclaim on title upon occurrence of a trigger date. A trigger date shall be deemed to occur on the earlier of the following: November 30, 2009 if the debt plus accrued interest has not been paid or if an event of default has not been cured prior to the expiration of the 30 day period, on the 30th day following written notice being sent by Trisan or its solicitors. The Trisan mortgage was paid out in November 2009

Disposition of 2131059 ONTARIO LIMITED

On August 24, 2009, MoneyLogix Group, Inc. (“MoneyLogix”, the “Company” or “We”) completed the disposition of 2131059 ONTARIO LIMITED (“Mapleview” or “2131059”), in accordance with the share purchase agreement between MoneyLogix and Ralph Canonaco, in trust. Mapleview is the registered owner of the property municipally known as North Side Mapleview Drive East, Barrie, Ontario comprising approximately 50 acres of land, being PIN 580910288, S.Pt.Lot 16, Conc, Being Part 1, Reference 51R-22937, City of Barrie, County of Simcoe, and comprising approximately 49.48 acres PIN 580911689, S ½ Lot 16, Conc. 12, Being Part 1 Reference Plan 51R-22928, City of Barrie, County of Simcoe.

The purchaser was part of the original group that MoneyLogix had acquired this property originally from. Pursuant to the terms of the agreement, the purchaser agreed to the purchase price of Fifteen Million, Two Hundred and Fifteen Thousand, Seven Hundred and Ninety Four dollars $15,215,794 (CDN $16,387,500).

The consideration received was satisfied as follows: the purchaser assumed all existing mortgages at closing of $ 8,792,895 (CDN $9,470,000), provided mortgages to MoneyLogix of $2,349,100 (CDN $ 2,530,000) and the return of 8,775,000 restricted common shares of MoneyLogix which were issued in connection with the original purchase of Mapleview.

The 8,775,000 restricted common shares of MoneyLogix per the agreement were valued at $0.46(CDN $0.50) for a total of $4,036,500 (CDN $4,387,500).

The mortgages received are valued at $2,349,100 (CDN $2,530,000) and are due December 31, 2009, consisting of a collateral mortgage in fifth position on Mapleview property and a collateral mortgage in second position on a property in Downtown Toronto. The mortgages have an interest rate of 0% to October 28, 2009, and from October 29, 2009 thereafter at the rate of 1.5% per month. The mortgages have a personal guarantee from the purchaser.

In addition to the consideration noted above, MoneyLogix will receive the following:

Two Serviced Family Residential Lots, subject to a reasonable cost for severance and a cost sharing agreement. Management estimates the value of these serviced lots have a net total value of $373,560 (CDN $400,000);

100 residential units, subject to a cost sharing agreement. Management estimates the value of these residential lots have a net total value of $700,426 ($750,000)

An option to acquire 150 residential units, subject to a cost sharing agreement, for $14,009 (CDN $15,000) each. Management has not estimated a value at the present time; and,

The purchaser assumed accounts payable of up to $280,170 (CDN $300,000).

After reviewing several exit strategies for the Mapleview lands including refinancing, joint ventures and other outright sales, MoneyLogix management and the Board of Directors determined that the executed transaction provided for the best use of the company’s assets. Anticipated proceeds from the mortgages will provide working capital to support MoneyLogix’s operations and business plan for approximately 18 months.

After the completed transaction, MoneyLogix estimation in regards to the Mapleview transaction was left with the following consideration:

Mortgages Receivable	$	1,867,800
Serviced Single Family Residential Lots (net)		373,560
Residential Units- Gross (subject to cost sharing agreement)		700,426
	$	2,941,786

* Option to Buy 150 Units @$14,009 (subject to cost sharing agreement)

On November 17, 2009, the Company sold the Mortgage Receivable, Residential Units and the option to acquire 150 residential units for cash consideration equal to $1,903,800 (CDN $2,000,000), two promissory notes equal to $ 230,588 (CDN $245,240) and $ 713,9255 (CDN $750,000). Two Serviced Family Residential Lots with a net total value of $ 373,560 (CDN $400,000) were retained. The Promissory Note equal to $230,346is interest bearing at 1% per month due December 31, 2009. This note is secured by a 6th Mortgage on the Mapleview Property. The terms of the $ 713,925 promissory note is non interest bearing till August 2010 and then 12 % per annum and due December 31, 2010.

Business of Issuer

Products and Services

MoneyLogix Group is an early development stage capital investment company focused 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

MoneyLogix is currently developing a strategy to focus on real estate investment activities.

PART II

Results of Operations

The Company reported interest revenue of $387 from operations during the three month ending March 31, 2010. Comparatively, the Company reported no revenue from operations during the three month period ending March 31, 2009. The Company reported revenues of $3,664 for the period from December 7, 2007 (the inception date of MoneyLogix) to March 31, 2010

The Company incurred expenses of $109,580 for the three month period ending March 31, 2010. The primary expense was for professional fees ,namely legal and accounting, and consulting and payroll fees in the period. Comparatively, for the three month period ending March 31, 2009, the Company incurred professional fees expenditures of $2,250 in regards to the quarterly filings. The Company reported total operating expenses of $1,267,161 period from December 7, 2007 (the inception date) to March 31, 2010.

The Company recorded a net loss for the three month period ending March 31, 2010 of $109,193 with a comparative net loss for the three months period ending March 31,2009 of $2,250. For the period from December 7, 2007 (inception date) to March 31, 2010 the Company recorded a cumulative Net Loss of $1,263,497

Liquidity and Capital Resources

At March 31, 2010, the Company had $1,272,922 of cash in hand and $2,361,948 in Total Assets. Comparatively at December 31, 2009 the Company has $1,098,865 of cash in hand and $2,382,312 in Total Assets.

At March 31, 2010, we had liabilities of $292,886 comprised of stock based liability equal to $204,000 and accounts payable and accrued liabilities and due to related parties of 88,886. Comparatively at December 31, 2009 the Company had liabilities of $281,072 comprised of stock based liability equal to $204,000 and Accounts Payable and Related Parties of $77,072

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; 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.

Going Concern

These financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since inception and the ability of the Company to continue as a going-concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Accumulated Losses from inception to March 31, 2010 total $1,263,497. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations. In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing.

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

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

Off-Balance Sheet Arrangements

No reporting requirement for a smaller reporting company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable as a smaller reporting company.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2010. 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 March 31, 2010:

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 March 31, 2010, 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.

PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company have commenced an action on February 2010 in Ontario against Lawrence Cogan, Ralph Canonaco, Transbay Developments Inc and 213105 Ontario Limited (“Defendants”). The statement of claim is for aggregate payments equal to approximately the promissory note of $142,725 ($150,000 CDN) and accrued interest from November 17, 2009 to the present date. The promissory was due December 31, 2009 with four percent interest per month. The Defendants have filed a notice to intent to defend on March 23, 2010 but not have yet filed a statement of defence. The Company will pursue all legal means to collect these promissory note and the related interest payments.

The Company have commenced an action on February 2010 in Ontario against Ralph Canonaco and 213105 Ontario Limited (“Defendants”). The statement of claim is for the severance of the two real property lots on the property held by the defendants and damages totalling $3,000,000. The defendants were required to severe the real property lots per an agreement dated August 15, 2009 and failed to do so. The Defendants have filed a statement of defence in April 2010 which management is reviewing. The Company will pursue all legal means to severe these real property lots and damages.

Two former employees, Adam Seanor and Tom Copeland, (“Plaintiffs”) have commenced an action on October 2009 in Ontario, Canada against the Company. The statement of claim is for an aggregate payment equal to approximately $476,000($500,000 CDN) related to a wrongful dismissal. The Company plans to vigorously defend itself in this claim and has launched a counter suit against the plaintiffs in the amount of $1,903,000($2,000,000 CDN). Included in Accounts Payable and Stock Compensation Liability is approximately $226,000 relating to salaries, expenses and stock compensation. The stock compensation liability was set up during Q2 2009 and has not been removed since this is a contentious issue. We have not accrued for this event since, at the present time, the Company and its legal counsel agree that the likelihood of the outcome of this proceeding cannot be reasonably determined or quantified.

A Company and its principals (“Plaintiffs”) have commenced an action on December 2009 in Ontario, Canada against the Company. The status of this action is inactive due to numerous errors in the statement of claim which were identified by Company’s legal counsel and submitted back to the Plaintiffs to correct and resubmit. The Plaintiffs have not yet resubmitted their amended statement of claim since they were contacted in February 2010. The incorrect statement of claim is for an aggregate payment of approximately $7,707,000($8,100,000 CDN) and 6,250,000 common shares from treasury related to breach of contract. The Company plans to vigorously defend itself once it receives the amended claim and will launch a counter suit against the plaintiffs. Included in Accounts Payable is approximately $6,600 ( $6,945 CDN) relating to rental expense charged to the company. No additional amounts related to this claim have been accrued, as there is no valid claims against us and therefore, no assessment can be reasonably made or determined at this time.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3 . DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4: SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5: OTHER INFORMATION

None.

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

31.1 Certification of the CEO and CFO Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of the CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports of Form 8-K

On August 8, 2009, the Company filed a Form 8K/a disclosing the acquisition for 2131959 Ontario Limited which held a 100 acre development project in Barrie, Ontario, Canada.

On August 28, 2009, the Company filed a Form 8K disclosing the disposition for 2131959 Ontario Limited which held a 100 acre development in Barrie, Ontario, Canada.

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/ Gary Cilevitz
	Gary Cilevitz
	President, Chief Executive Officer and Chief Financial Officer

Dated: May 17, 2010

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

MARCH 31, 2010

CONTENTS

		Page
FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets		F3
Condensed Consolidated Statements of Operations		F4
Condensed Consolidated Statements of Cash Flows		F5
Condensed Consolidated Statement of Stockholders’ Deficit		F6
Notes to the Condensed Consolidated Financial Statements		F7 – F16

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2010 (Unaudited)			December 31, 2009
ASSETS
Current Assets
Cash	$	1,272,922		$	1,098,865
Interest Receivable		-			3,451
Other Assets		1,186				-
Property undergoing development(Note 5)		393,760			380,600
Promissory Notes and Mortgage Receivable(Note 6)		689,080			899,396
Total Assets	$	2,361,948		$	2,382,312

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable and accrued liabilities	$	75,916		$	32,676
Due to Related Parties		12,970			44,396
Stock Compensation Liability(Note 7)		204,000			204,000

Total Liabilities		292,886			281,072
Stockholders’ Deficit
Preferred Stock, $10 par value; 100,000 shares authorized, none issued (Note 9)		-			-
Capital stock, $.001 par value; 300,000,000 shares authorized; 85,763,586 issued and outstanding (Note 9)		85,764			85,764
Additional Paid in Capital		3,127,424			3,127,424
Other Comprehensive Loss		119,370	)		42,356
Deficit accumulated during the development stage		(1,263,497	)		(1,154,304	)
Total Stockholders’ Deficit		2,069,061			2,101,240	)
Total Liabilities and Stockholders’ Deficit	$	2,361,948		$	2,382,312

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

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)

	Period End March 31						For the Period December 7, 2007(inception)
	2010			2009			to March 31, 2010

REVENUES	$	387					$	3,664

EXPENSES
Professional Fees		31,461			2,250			178,091
Office and General		3,665						60,027
Promissory Note allowance		-						180,660
Stock Compensation expense		-						204,000
Consulting and Payroll Fees		74,454						393,819
Cost of Reorganization		-						250,564
TOTAL OPERATING EXPENSES		109,580			2,250			1,267,161

NET LOSS	$	(109,193	)	$	(2,250	)	$	(1,263,497	)
Foreign Currency Translation		77,014						119,370
COMPREHENSIVE INCOME (LOSS)		(32,179	)		(2,250	)		(1,144,127	)
Net loss per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)
Weighted average number of shares
outstanding - basic and diluted		85,763,586			80,763,586			83,070,949

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

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)

	Period End March 31, 2010			Period End March 31, 2009			For the Period from Inception (December 7, 2007) to March 31, 2010

Cash Flows from Operating Activities
Net loss	$	(109,193	)	$	(2,250	)	$	(1,263,497	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest receivable		3,486						-
Non-Cash Cost of Reorganization								250,564
Other assets		(1,159	)					(1,159	)
Expenses paid by Stockholder		-						8,936
Stock subscription receivable		-						14,720
Stock compensation expense		-						285,600
Accounts Payable and accrued liabilities		11,185			2,250			93,887

Net Cash Used in Operating Activities		(95,113	)		-			(610,976	)

Cash Flows from Investing Activities
Increase in Property under development		-			-			(129,463	)
Increase in Promissory Notes		197,156			-			65,591
Sale of Mortgage Receivable		-			-			1,831,400

Net Cash Provided by Investing Activities		197,156			-			1,769,528

Cash Flows from Financing Activities		-			-			-

Net Cash Provided by Financing Activities		-			-			-

Foreign Exchange on Balances		77,014			-			119,370

Cash and Cash Equivalents - Beginning of Period		1,098,865			-			-

Cash and Cash Equivalents - End of Period	$	1,277,922		$	-		$	1,277,922
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)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE PERIOD FROM THE DATE OF INCEPTION

(DECEMBER 7, 2007) TO MARCH 31, 2010(Unaudited)

	Common Stock					Preferred Stock						Additional Paid-In			Stock Subscription			Accumulated Other Comprehensive		Deficit Accumulated During the Development	Total Stockholders'
	Shares			Amount		Shares			Amount			Capital			Receivable			Loss		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 Preferred Shares 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	)

May 20, 2009 Purchase and August 22, 2009 Disposition of 2031059 Ontario Limited(net)(Note 5)		-			-		-			-			2,852,368			-			-	-		2,852,368
June 30, 2009 Stock subscription exchanged for services		-			-		-			-			-			14,720			-	-		14,720
July 9, 2009 Issuance of common stock		5,000,000			5,000																	5,000
Foreign Currency Translation		-			-		-			-			-			-			42,356	-		42,356
Net Loss		-			-		-			-			-			-			-	(795,392)		(795,392	)
Balance, December 31, 2009		85,763,586		$	85,764		-		$	-			3,127,424		$	-		$	42,356	(1,154,304)	$	2,101,240
Foreign Currency Translation		-			-		-			-			-			-			77,014	-		77,014
Net Loss		-			-		-			-			-			-			-	(109,193)		(109,193)
Balance, March 31, 2010		85,763,586		$	85,764		-		$	-			3,127,424		$	-		$	119,370	(1,263,497)	$	2,069,061

* 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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010

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 known as Homelife, Inc. and is organized under the laws of the State of Nevada.

MoneyLogix are presently conducted through the Company’s subsidiaries, MoneyLogix Group, Inc (an Ontario, Canada company). MoneyLogix Group is a 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.

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 spinoff 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, 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. On July 9, 2009 5,000,000 shares of the company were issued and the remaining 14,800,000 obligation were cancelled for consideration of a mortgage of approximately $900,000($950,000 Canadian), being placed on the Mapleview property.

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 cash was transacted between shareholders and did not run through MoneyLogix, Inc., therefore this is a non cash transaction included in Capital in the accompanying Statements of Stockholders 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;

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. The 490,310 shares of common stock are included in the total 563,586 shares dated May 28, 2008 as Common Shares Outstanding to Former Homelife, Inc. Shareholders in the accompanying Statements of Stockholders Deficit.

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010

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 ASC 915(formerly SFAS No. 7), Accounting and Reporting by Development Stage Enterprises. Among the disclosures required by ASC 915 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

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:

Interim Financial Statements

The accompanying interim unaudited financial information has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. The interim financial statements should be read in conjunction with the Company's annual financial statements, notes and accounting policies included in the Company's annual report on form 10 K for the year ended December 31, 2009 as filed with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, are necessary to present fairly the financial position of the Company as of March 31, 2010 and the related operating results and cash flows for the interim period presented have been made. The results of operations of such interim period are not necessarily indicative of the results of the full year.

Basis of Consolidation and Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company, its wholly-owned subsidiaries MoneyLogix Group, Inc. All significant inter-company transactions and balances have been eliminated upon consolidation.

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010

4.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

Comprehensive Income or Loss

The Company adopted ASC 220-10, (formerly SFAS No. 130) establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is presented in the statements of stockholders’ deficit, and consists of net loss and unrealized gains (loss) on available for sale marketable securities; foreign currency translation adjustments and changes in market value of future contracts that qualify as a hedge; and negative equity adjustments recognized in accordance with ASC 715-10 (formerly SFAS No. 87). ASC 220-10 requires only additional disclosures in the financial statements and does not affect the Company’s financial position or results of operations.

Cash and Cash Equivalents

The Company considers cash and highly liquid instruments with an original maturity of three months or less to be cash and equivalents.

Concentration of Credit Risk

ASC 815-10, (formerly SFAS No. 105) “Disclosure of Information About Financial Instruments with Off-Balance Sheet Risk and Financial Instruments with Concentration of Credit Risk”, requires disclosure of any significant off-balance sheet risk and credit risk concentration. The Company does not have significant off-balance sheet risk or credit concentration.

Earnings or Loss Per Share

The Company accounts for earnings per share pursuant to ASC 260-10-05 (formerly 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 are 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 March 31,2010.

Financial Instruments

In accordance with ASC 825-10-50, (formerly SFAS No. 107), "Disclosures About Fair Value of Financial Instruments" ("SFAS No. 107"), 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, 2009, the carrying value of accounts payable and accrued liabilities, advances from related party, and mortgage receivable and promissory notes approximate their fair value because of the limited terms of these instruments.

In accordance with ASC 820-10, (formerly SFAS No. 157), “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

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010

4.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

Foreign Currency Translation

The Company accounts for foreign currency translation pursuant to ASC 830-10, (formerly SFAS No. 52), “Foreign Currency Translation”. The Company’s functional currency is the Canadian dollar. All assets and liabilities are translated into United States dollars using the exchange rates prevailing at the end of the period. Revenues and expenses are translated using the average exchange rates prevailing throughout the year.

Unrealized foreign exchange amounts resulting from translations at different rates according to their nature are included in accumulated other comprehensive income.

Realized foreign currency transaction gains and losses are recognized in operations.

Income Taxes

The Company accounts for income taxes pursuant to ASC 740-10, (formerly 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.

Impairment of Long-lived Assets

In accordance with ASC 360-10-05 (formerly SFAS No. 144), "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. As described in note 3, the long-lived assets have been valued on a going concern basis; however, substantial doubt exists as to the ability of the Company to continue as a going concern. If the Company ceases operations, the asset values may be materially impaired.

Property undergoing development

In accordance with ASC 835-20 ( formerly SFAS No. 34), “Capitalization of Interest Cost” and ASC 970-10(formerly SFAS No. 67), “Accounting for Costs and Initial Rental Operations of Real Estate Projects”, we capitalize direct construction and development costs, including predevelopment costs, interest, property taxes, insurance and other costs directly related and essential to the acquisition, development or construction of a project. Pursuant to ASC 835-20 and ASC 970-10, capitalization of construction, development and redevelopment costs is required while activities are ongoing to prepare an asset for its intended use. Costs incurred after a project is substantially complete and ready for its intended use are expensed as incurred. Costs previously capitalized related to abandoned acquisitions or development opportunities are written off. Should development, redevelopment or construction activity cease, interest, property taxes, insurance and certain costs would no longer be eligible for capitalization, and would be expensed as incurred

F10

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010

4.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

In accordance with ASC 360-10-5 ( formerly SFAS 144), we classify a property as “held for sale” when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the property; (2) the property is available for immediate sale in its present condition, subject only to the terms that are usual and customary; (3) an active program to locate a buyer, and other actions required to complete the plan to sell, have been initiated; (4) the sale of the property is probable and is expected to be completed within one year; (5) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. When all of these criteria have been met, the property is classified as “held for sale”, its operations, including any interest expense directly attributable to it, are classified as discontinued operations in our consolidated statements of income and amounts for all prior periods presented are reclassified from continuing operations to discontinued operations. A loss is recognized for any initial adjustment of the asset’s carrying amount to fair value less costs to sell in the period the asset qualifies as “held for sale”. Depreciation of assets ceases upon designation of a property as “held for sale”.

Revenue Recognition

Revenue consists of interest earned from investments and is only recognized once earned and collection is reasonable determined.

Stock-Based Compensation

In December 2004, ASC 718 was issued (formerly SFAS No. 123R) Share-Based Payment. ASC 718 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. ASC 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. ASC 718 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.

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.

Recent Accounting Pronouncements

In April 2009, the FASB issued ASC 820-10-65-4 (formerly referred to as FSP SFAS 157-4), "Determining Whether a Market Is Not Active and a Transaction Is Not Distressed." ASC 820-10-65-4 provides guidelines for making fair value measurements more consistent with the principles presented in ASC 820-10-65-1. ASC 820-10-65-4 provides additional authoritative guidance in determining whether a market is active or inactive, and whether a transaction is distressed, is applicable to all assets and liabilities (i.e. financial and non-financial) and will require enhanced disclosures. This standard is effective for periods ending after June 15, 2009. The Company has adopted this standard and determined that it does not have an impact on its financial position and results of operations.

In April 2009, the FASB issued ASC 825-10-65-1 (formerly referred to as FSP SFAS 107-1 and APB 28-1), "Interim Disclosures about Fair Value of Financial Instruments," and "Disclosures about Fair Value of Financial Instruments, (formerly referred to as FSP SFAS 107)" to require disclosures about fair value of financial instruments in interim as well as in annual financial statements. ASC 825-10-65-1 also includes an amendment to "Interim Financial Reporting (formerly referred to as APB 28-1)," to require those disclosures in all interim financial statements. This standard is effective for periods ending after June 15, 2009. The Company has adopted this standard and determined that it does not have an impact on its financial position and results of operations.

F11

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010

4.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)

In May 2009, ASC 855-10 was issued (formerly SFAS No.165), “Subsequent Events,” which establishes general standards for accounting for disclosure of events that occur after the balance sheet day but before the financial statement are issued or are available to be issued. The pronouncement requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, whether that date represents the date the financial statements were issued or were available to be issued. ASC 855-10 is effective with interim and annual financial periods ending after June 15, 2009. Management has evaluated the impact of the adoption of ASC 855-10 and it has no impact the Company’s results of operations, financial position or cash flows.

In July 2009, ASC 105-10-05 was issued (formerly SFAS No. 168) “FASB Accounting Standards Codification as the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP). The Codification is effective for interim and annual periods ending after September 15, 2009. All existing accounting standards are superseded as described in ASC 105-10-05. All other accounting literature not included in the Codification is non-authoritative.

Recent Accounting Pronouncements (continued)

In October 2009, the FASB issued the “Accounting Standards Update (“ASU”) 2009-13 Multiple Deliverable Revenue Arrangements a consensus of EITF” (formerly topic 08-1) an amendment to ASC 605-25. The update provides amendments to the criteria in Subtopic 605-25 for separating consideration in multiple-deliverable arrangements. The amendments in this update establish a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific objective evidence nor third-party evidence is available. The amendments in this update also will replace the term “fair value” in the revenue allocation guidance with the term “selling price” in order to clarify that the allocation of revenue is based on entity-specific assumptions rather than assumptions of a marketplace participant. The amendments will also eliminate the residual method of allocation and require that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. The relative selling price method allocates any discount in the arrangement proportionally to each deliverable on the basis of each deliverable’s selling price. The update will be effective for revenue arrangements entered into or modified in fiscal year beginning on or after June 15, 2010 with earlier adoption permitted. The adoption of this standard is not expected to have material impact on the Company’s consolidated financial statements.

5.	ACQUISITION AND DISPOSITION OF 2131059 ONTARIO LIMITED AND SUBSEQUENT CONSIDERATION DISPOSITION

ACQUISITION

On May 20, 2009 the Company acquired all of the stock of 2131059 Ontario Limited. The acquired business owns 100% of an 100 acre property in Barrie, Ontario, Canada which it is developing.

The purchase price for 2131059 was approximately $23,000,000million (Canadian $26,300,000) which was funded by assumption of Mortgages Payable of $7,568,000(Canadian $8,630,000), Net Accounts Payable of $175,000(Canadian $200,000) and the issuance of 8,775,000 restricted common shares of MoneyLogix at $1.75(Canadian $2.00) per share.

Under the purchase method of accounting, the initial purchase price is allocated to 2131059 s net tangible and assets based upon their estimated fair values as of the date of the acquisition. The Company disposed of 2131059, as further discussed below, on August 24, 2009 and adjusted the initial purchase price based on the fair market valuation of the disposition. The fair market valuation has been adjusted to Additional Paid in Capital per ASC 805-10 since the disposition was back to a related party of the original seller. The original share price for the 8,775,000 was $1.75(Canadian $2.00) was adjusted to $0.34(Canadian $0.37). The preliminary purchase price allocation as of May 20, 2009 and the adjusted purchase price allocation adjusted as of June 30, 2009 is approximately as follows:

F12

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010

5.	ACQUISITION AND DISPOSITION OF 2131059 ONTARIO LIMITED AND SUBSEQUENT CONSIDERATION DISPOSITION (continued)

	At May 20, 2009		At June 30, 2009
			Adjusted
Property under Development	$	23,113,000	$	10,736,000
Cash and Other Assets		4,000		3,500
Due to Baywood Homes Partnership(1)		130,000		130,000
Total assets acquired		23,247,000		10,869,500

Mortgages Payable		7,568,000		7,568,000
Accounts Payable(1)		290,000		289,500
Total Liabilities acquired		7,858,000		7,857,500

Net assets acquired		15,389,000		3,012,000

Stock Issued to sellers [8,775,000 common shares]		15,389,000		3,012,000
Net shares issued	$	15,389,000	$	3,012,000

The above table comprises our supplemental disclosure of non-cash investing and financing activities.

(1)

The agreement called for Accounts Payable to be a limited to $175,000. The difference would be owed back to the 2131059 by Baywood Homes Partnership.

DISPOSITION

On August 24th, 2009 MoneyLogix completed the disposition of 2131059 ONTARIO LIMITED (“Mapleview” or”2131059”), in accordance with the share purchase agreement between MoneyLogix and Ralph Canonaco, in trust. Mapleview is the registered owner of the property municipally known as North Side Mapleview Drive East, Barrie, Ontario which comprises of two lots being approximately 100 acres. The first lot is approximately 50 acres of land, being PIN 580910288, S.Pt.Lot 16, Conc, Being Part 1, Reference 51R-22937, City of Barrie, County of Simcoe, and the second lot of 49.48 acres PIN 580911689, S ½ Lot 16, Conc. 12, Being Part 1 Reference Plan 51R-22928, City of Barrie, County of Simcoe.

The consideration received was satisfied as follows: the purchaser assumed all existing mortgages at closing of $ 8,792,895 (CDN $9,470,000), provided mortgages to MoneyLogix with a face value of $2,349,100 (CDN $ 2,530,000) and the return of 8,775,000 restricted common shares of MoneyLogix which were issued in connection with the original purchase of Mapleview.

The 8,775,000 restricted common shares of MoneyLogix per the agreement were valued at $0.46(CDN $0.50) for a total of $4,036,500 (CDN $4,387,500).

The mortgages received have been valued by management at $1,867,800 (CDN $2,000,000) and are due December 31, 2009, consisting of a collateral mortgage in fifth position on Mapleview property and a collateral mortgage in second position on a property in Downtown Toronto. The mortgages have an interest rate of 0% to October 28, 2009, and from October 29, 2009 thereafter at the rate of 1.5% per month. The mortgages have a personal guarantee from the purchaser.

F13

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010

5.	ACQUISITION AND DISPOSITION OF 2131059 ONTARIO LIMITED AND SUBSEQUENT CONSIDERATION DISPOSITION (cont’d)

In addition to the consideration noted above, MoneyLogix will receive the following:

100 residential units, subject to a cost sharing agreement. Management estimates the value of these residential lots have a net total value of $700,426 ($750,000);

An option to acquire 150 residential units, subject to a cost sharing agreement, for $14,009 (CDN $15,000) each. Management has not estimated a value at the present time; and,

The purchaser assumed accounts payable of up to $280,170 (CDN $300,000).

After the completed transaction, MoneyLogix estimation in regards to the Mapleview transaction was left with the following consideration:

Mortgages Receivable-	$	1,867,800
Serviced Single Family Residential Lots (net)		373,560
Residential Units- Gross (subject to cost sharing agreement)		700,426
	$	2,941,786

* Option to Buy 150 Units @$14,009 (subject to cost sharing agreement)

SUBSEQUENT CONSIDERATION DISPOSITION

On November 17, 2009, the Company sold the Mortgage Receivable, Residential Units and the option to acquire 150 residential units for cash consideration of $1,903,800 (CDN $2,000,000), two promissory note of $ 230,346 (Note A-CDN $245,240) and $ 713,625 (Note C-CDN $750,000). Six Serviced Family Residential Lots with a net total value of $ 373,560 (CDN $400,000) were retained. The sale of the Mortgage Receivable was to an unrelated party and the two promissory notes were to Ralph Canonaco of Baywood Homes Partnership. The terms of the $230,588 promissory note are interest bearing at 1% per month due December 31, 2009 and secured by a 6th Mortgage on the Mapleview Property. The funds were received January 7, 2010. The terms of the $ 713,625 promissory note is non interest bearing till August 2010 and then 12 % per annum and due December 31, 2010.

6.	PROMISSORY NOTES AND MORTGAGE RECEIVABLE

	March 31, 2010			December 31, 2009
Promissory Note and Interest Receivable - A	$	-		$	233,346
Promissory Note- B		147,660			142,725
Promissory Note- C		738,300			713,625
		885,960			1,089,696
Allowance		(196,880	)		(190,300	)
Total	$	689,080		$	899,396

F14

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010

6.	PROMISSORY NOTES AND MORTGAGE RECEIVABLE(continued)

Notes receivable are stated net of an allowance for doubtful accounts. The company estimated the allowance based on management estimation and timeliness of collection for charging off uncollectable loans

The Promissory Note of $233,346 (CDN $245,240) to Ralph Canonaco of Baywood Homes Partnership is interest bearing at 1% per month due December 31, 2009 and secured by a 6th Mortgage on the Mapleview Property. Interest of $3,000 has been included in the receivable. The funds were received January 7, 2010.

The Promissory Note of $ 147,660 (CDN $150,000) to Lawrence Cogan is interest bearing at 4% per month due March 17, 2010 and guaranteed by Ralph Canonaco, Transfer Realty Inc., Transbay Developments Inc and 2131059 Ontario Limited.. The funds have not been received and the Company is actively attempting to collect these funds.

The Promissory Note of $738,300 (CDN $750,000) to Ralph Canonaco of Baywood Homes Partnership is non interest bearing till August 2010 and then 12 % per annum and due December 31, 2010.

7.	STOCK COMPENSATION LIABILITY

The Company has recorded stock compensation liability for its Company Management and Officers in the amount of $204,000 for 400,000 shares in regards to their employment agreements. Per note 10(a), the employees are involved in a lawsuit for wrongful dismissal, and until the legal situation is resolved, the share compensation liability will not be cancelled.

8.	INCOME TAXES

The Company accounts for income taxes in accordance with ASC 740-20, (formerly SFAS No. 109). 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 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 ASC 740-20 income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

The Company has 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.

F15

MONEYLOGIX GROUP, INC.

[Formerly Known as Homelife, Inc.]

(A Development Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010

9.	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, 2009.

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

b) Issued

	December 31,		December 31,
	2009		2009
Shares Issued and Outstanding		85,763,586		85,763,586
	$	85,764	$	85,764

10.	CONTINGINCIES

Two former employees (“Plaintiffs”) have commenced an action on October 2009 in Ontario, Canada against the Company. The statement of claim is for an aggregate payment of approximately $492,200($500,000 CDN) related to wrongful dismissal. The Company plans to vigorously defend itself in this claim and has will launch a counter suit against the plaintiffs in the amount of $1,968,800 ($2,000,000 CDN). Included in Accounts Payable and Stock Compensation Liability is approximately $226,000 relating to salaries, expenses and stock compensation. At the present time, the Company and its legal counsel agree that the outcome of this proceeding cannot be reasonably determined at this time.

A Company and its principals (“Plaintiffs”) have commenced an action on December 2009 in Ontario, Canada against the Company. The statement of claim is for an aggregate payment of approximately $7,973,640($8,100,000 CDN) and 6,250,000 common shares from treasury related to breach of contract. The Company plans to vigorously defend itself in this claim and may launch a counter suit against the plaintiffs. Included in Accounts Payable is approximately $6,837 ($ 6,945 CDN) relating to rental expense charged to the company. At the present time, the Company and its legal counsel agree that the outcome of this proceeding cannot be reasonably determined at this time.

11.	SUBSEQUENT EVENTS

Subsequent events are evaluated through May 17, 2010, the date the financial statements were issued.

F16

Attached files

Panacea Global, Inc. Reports

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