SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   -----------
                                Quarterly Report

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

                       For the period ended June 30, 2002

                               PANAMED CORPORATION

             (Exact name of registrant as specified in its charter)


                    Nevada                    0-17268          77-0583516
        -------------------------------    ------------    -------------------
       (State or other jurisdiction of    (Commission        (IRS Employer
        incorporation or organization)    File  Number)    Identification No.)




                               PanaMed Corporation
                          6650 Telecom Drive, Suite 100
                             Indianapolis, IN 46278
                     (Address of principal executive office)

                     Issuer's telephone number: 800 388 0750

         The issuer (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 issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

         On September 13 2002,  25,176,245  shares of the issuer's  common stock
were outstanding.



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

               Securities registered to Section 12(g) of the Act:
                     Common Stock, par value $.01 per share
                                (Title of Class)
                                       1
<PAGE>



                                Table of Contents


 Part I. Financial Information.......................................... 2


         Item No. 1. Financial Statements............................... 2


         Item No. 2 Management's Discussion and Analysis............... 15


 Part II Other information............................................. 17


         Item No. 2. Changes in Securities and Use of Proceeds......... 17

         Item No. 6. Exhibits and Reports on Form 8-K.................. 17

 Exhibits.............................................................. 17

 Reports on Form 8-K................................................... 17

 Signatures............................................................ 17

                                       2

<PAGE>


Item 1. Financial Statements


                               PANAMED CORPORATION
                          (A development stage company)

               BALANCE SHEET - JUNE 30, 2002 AND DECEMBER 31, 2001

                                     ASSETS

                                              June 30, 2002    Dec. 31, 2001
                                              (Unaudited)
                                              -------------    -------------
 CURRENT ASSETS:
   Cash                                          $   --           $    106
   Prepaid expenses                                  --             21,000
                                                 --------         --------

                        Total current assets         --             21,106
                                                 --------         --------

PROPERTY AND EQUIPMENT (net of accumulated
    depreciation of $488 and $0, respectively)      5,618             --
                                                 --------         --------

OTHER ASSETS:
   Investment                                     104,798          176,783
   Notes receivable - related parties                --             29,593
                                                 --------         --------

                                                  104,798          206,376
                                                 --------         --------



                                                 $110,416         $227,482
                                                 ========         ========


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

                                       3
<PAGE>

                               PANAMED CORPORATION
                          (A development stage company)

               BALANCE SHEET - JUNE 30, 2002 AND DECEMBER 31, 2001

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                   June 30, 2002   Dec. 31, 2001
                                                   (Unaudited)
                                                   -------------   -------------
 CURRENT LIABILITIES:
   Bank overdraft                                  $    24,194    $      --
   Accounts payable                                     65,704          5,887
   License fee payable                                  54,600           --
   Notes payable - related parties                     110,000          7,400
   Other current liabilities                               500         20,000
                                                   -----------    -----------

                      Total current liabilities        254,998         33,287
                                                   -----------    -----------

OTHER LIABILITIES                                      107,400           --
                                                   -----------    -----------

STOCKHOLDERS' EQUITY:
   Common  stock - $0.01 and $ 0.0001
   par  value,  respectively  Authorized -
   100,000,000 shares Issued and
   outstanding - 23,405,970 and
   >>19,750,000 shares, respectively                   234,060          1,975
   Additional paid-in capital                        3,727,834        255,987
   Accumulated deficit during development stage     (4,163,876)       (63,767)
                                                   -----------    -----------

                                                      (201,982)       194,195

   Less subscriptions receivable                       (50,000)          --
                                                   -----------    -----------

                      Total stockholders' equity      (251,982)       194,195
                                                   -----------    -----------

                                                   $   110,416    $   227,482
                                                   ===========    ===========

               The accompanying notes are an integral part of the
                             financial statements.
                                       4
<PAGE>

<TABLE>
<CAPTION>

                               PANAMED CORPORATION
                          (A development stage company)

                             STATEMENT OF OPERATIONS
           FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 AND
             FOR THE PERIOD FROM AUGUST 21, 2001 (DATE OF INCEPTION)
                              THROUGH JUNE 30, 2002
                                   (Unaudited)
                                                                                            Period from
                                                                                          August 21, 2001
                                                3 months ended        6 months ended      (Inception) to
                                                 June 30, 2002        June 30, 2002        June 30, 2002
                                                 -----------          -----------          -----------
                                                 (Unaudited)          (Unaudited)          (Unaudited)

<S>                                              <C>                  <C>                  <C>
SALES                                            $      --            $      --            $      --

COST OF SALES                                           --                   --                   --
                                                 -----------          -----------          -----------

                  Gross margin                          --                   --                   --

OPERATING EXPENSES                                   467,753            3,609,905            3,664,254
                                                 -----------          -----------          -----------

                  Loss from operations              (467,753)          (3,609,905)          (3,664,254)
                                                 -----------          -----------          -----------

OTHER INCOME (EXPENSES):
    Miscellaneous income                               1,461                1,461                1,461
    Acquisition expense                                 --               (445,000)            (445,000)
    Loss on sale of investment                          --                (29,240)             (29,240)
    Loss on investment                                (4,214)             (16,125)             (25,543)
    Interest expense                                    (500)                (500)                (500)
                                                 -----------          -----------          -----------

                                                      (3,253)            (489,404)            (498,822)
                                                 -----------          -----------          -----------

                  Net loss before income taxes      (471,006)          (4,099,309)          (4,163,076)

PROVISION FOR INCOME TAXES                              --                   (800)                (800)
                                                 -----------          -----------          -----------

                  Net loss                       $  (471,006)         $(4,100,109)         $(4,163,876)
                                                 ===========          ===========          ===========

NET LOSS PER SHARE
    Basic and diluted                            $     (0.02)         $     (0.18)         $     (0.21)
                                                 ===========          ===========          ===========

</TABLE>

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

                                       5
<PAGE>

<TABLE>
<CAPTION>

                               PANAMED CORPORATION
                          (A development stage company)

                        STATEMENT OF STOCKHOLDERS' EQUITY
           FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 AND
             FOR THE PERIOD FROM AUGUST 21, 2001 (DATE OF INCEPTION)
                              THROUGH JUNE 30, 2002
                                   (Unaudited)
                                                                            Deficit
                                                                           Accumulated
                                                             Additional    During The     Total
                                        Common Stock          Paid-in     Development   Stockholders'
                                   Shares         Amount      Capital        Stage         Equity
                                 ---------------------------------------------------------------

<S>                              <C>          <C>          <C>           <C>          <C>
Balance, August 21, 2001               --     $     --     $     --     $     --      $     --

Issuance of stock for cash
   September 4, 2001
   ($0.0001 per share)           17,610,000        1,761         --           --           1,761

Issuance of stock for cash
   September 19, 2001
   ($0.50 per share)                 60,000            6       29,994         --          30,000

Issuance of stock for stock
   October 15, 2001
   ($0.931 per share)             2,000,000          200      186,001         --         186,201

Issuance of stock for cash
   October 24, 2001
   ($0.50 per share)                 20,000            2        9,998         --          10,000

Issuance of stock for cash
   October 30, 2001
   ($0.50 per share)                 60,000            6       29,994         --          30,000

Net loss                               --           --           --        (63,767)      (63,767)
                                 ---------------------------------------------------------------
Balance, Dec. 31, 2001           19,750,000        1,975      255,987      (63,767)      194,195

Issuance of stock for cash
   February 20, 2002
   ($1.00 per share)                 63,380          634       62,746         --          63,380

Issuance of stock for services
   February 20, 2002
   ($1.00 per share)                126,620        1,266      125,354         --         126,620
</TABLE>


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

                                       6
<PAGE>

<TABLE>
<CAPTION>

                               PANAMED CORPORATION
                          (A development stage company)

                        STATEMENT OF STOCKHOLDERS' EQUITY
           FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 AND
             FOR THE PERIOD FROM AUGUST 21, 2001 (DATE OF INCEPTION)
                              THROUGH JUNE 30, 2002
                                   (Unaudited)

                                   (Continued)
                                                                                   Deficit
                                                                                 Accumulated
                                                                  Additional      During The      Total
                                              Common Stock         Paid-in       Development   Stockholders'
                                         Shares         Amount     Capital          Stage         Equity
                                         --------------------------------------------------------------------

<S>                                     <C>               <C>          <C>           <C>          <C>
Issuance of stock for cash
   March 1, 2002
   ($0.80 per share)                     60,000          600       47,400               --       48,000

Issuance of stock for cash
>>received in prior period
   March 1, 2002
   ($1.00 per share)                     20,000          200       19,800               --       20,000

Issuance of stock for cash
   March 1, 2002
   ($1.00 per share)                    312,000        3,120      308,880               --      312,000

Issuance on subscription
   March 1, 2002
   ($1.00 per share)                     50,000          500       49,500               --       50,000

Issuance of stock for services
   March 1, 2002
   ($1.00 per share)                  2,715,000       27,150    2,687,850               --    2,715,000

Acquisition of Micron
   Solutions, Inc., a public shell
   March 1, 2002
   ($0.01 par value)                    396,520        3,965        4,542               --        8,507

Change in par value of
   common stock
   March 1, 2002
   (from $0.0001 to $0.01
   per share)                              --        193,050     (193,050)              --         --
</TABLE>


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


                                       7
<PAGE>

<TABLE>
<CAPTION>

                               PANAMED CORPORATION
                          (A development stage company)

                        STATEMENT OF STOCKHOLDERS' EQUITY
           FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 AND
             FOR THE PERIOD FROM AUGUST 21, 2001 (DATE OF INCEPTION)
                              THROUGH JUNE 30, 2002
                                   (Unaudited)

                                   (Continued)
                                                                                     Deficit
                                                                                  Accumulated
                                                                     Additional    During The     Total
                                              Common Stock            Paid-in     Development   Stockholders'
                                         Shares         Amount        Capital        Stage         Equity
                                         --------------------------------------------------------------------

<S>                                     <C>               <C>          <C>           <C>          <C>

Issuance of stock for cash
   March 18, 2002
   ($1.00 per share)                     132,500          1,325        131,175           --          132,500

Issuance of stock for services
   March 18, 2002
   ($1.00 per share)                     109,000          1,090        107,910           --          109,000

Cancellation of stock for cash
   March 27, 2002
   ($0.0001 per share)                  (250,000)           (25)          --             --              (25)

Net loss                                    --             --             --       (3,629,103)    (3,629,103)
                                     -----------    -----------    -----------    -----------     -----------

Balance, March 31, 2002               23,485,020        234,850      3,608,094     (3,692,870)       150,074
   (Unaudited)

Cancellation of stock for services
   April 1, 2002
   ($1.00 per share)                     (30,000)          (300)       (29,700)          --          (30,000)

Cancellation of stock for services
   April 1, 2002
   ($0.01 per share)                    (200,000)        (2,000)          --             --           (2,000)

Issuance of stock for cash
   May 22, 2002
   ($1.00 per share)                      20,000            200         19,800           --           20,000
</TABLE>


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

                                       8
<PAGE>

<TABLE>
<CAPTION>

                               PANAMED CORPORATION
                          (A development stage company)

                        STATEMENT OF STOCKHOLDERS' EQUITY
           FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2002 AND
             FOR THE PERIOD FROM AUGUST 21, 2001 (DATE OF INCEPTION)
                              THROUGH JUNE 30, 2002
                                   (Unaudited)

                                   (Continued)
                                                                                    Deficit
                                                                                  Accumulated
                                                                     Additional    During The     Total
                                              Common Stock            Paid-in     Development   Stockholders'
                                         Shares         Amount        Capital        Stage         Equity
                                         --------------------------------------------------------------------

<S>                                     <C>               <C>        <C>           <C>           <C>
Issuance of stock for cash
>>received in prior period
   May 22, 2002
   ($1.00 per share)                     21,000           210        20,790          --           21,000

Issuance of stock for cash
>>received in prior period
   May 22, 2002
   ($1.00 per share)                     10,000           100         9,900          --           10,000

Issuance of stock for cash
   May 31, 2002
   ($1.00 per share)                     11,000           110        10,890          --           11,000

Issuance of stock for cash
>>received in prior period
   May 31, 2002
   ($0 per share)                        20,500           205        20,295          --           20,500

Issuance of stock for cash
   June 11, 2002
   ($1.00 per share)                     60,000           600        59,400          --           60,000

Issuance of stock for cash
>>received in prior period
   June 12, 2002
   ($1.00 per share)                      8,450            85         8,365          --            8,450

Net loss                                   --            --            --        (471,006)      (471,006)

Balance, June 30, 2002               23,405,970   $   234,060   $ 3,727,834   $(4,163,876)   $  (201,982)
   (Unaudited)
</TABLE>

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

                                       9
<PAGE>

<TABLE>
<CAPTION>

                               PANAMED CORPORATION
                          (A development stage company)

                             STATEMENT OF CASH FLOWS
                   FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND
             FOR THE PERIOD FROM AUGUST 21, 2001 (DATE OF INCEPTION)
                              THROUGH JUNE 30, 2002
                                   (Unaudited)
                                                                                      Period from
                                                                                   August 21, 2001
                                                             6 months ended        (Inception) to
                                                              June 30, 2002         June 30, 2002
                                                             -----------             -----------
                                                           (Unaudited)              (Unaudited)
<S>                                                         <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                              $(4,100,109)            $(4,163,876)
      Adjustments to reconcile net loss to net cash used
      >>in operating activities -
      >>>>Common stock issued for services                    2,990,602               2,990,602
      >>>>Depreciation                                              488                     488
      >>>>Loss on investment                                     16,125                  25,543
      Net change in operating assets and liabilities            115,917                 120,805
                                                            -----------             -----------

                Net cash used in operating activities          (976,977)             (1,026,438)
                                                            -----------             -----------

NET CASH PROVIDED BY INVESTING ACTIVITIES                        79,347                  49,754
                                                            -----------             -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
           Change in bank overdraft                              24,194                  24,194
           Proceeds from issuance of common stock               663,330                 735,090
           Proceeds from deposits on common stock               107,400                 107,400
           Other financing activities                           102,600                 110,000
                                                            -----------             -----------

                Net cash provided by financing activities       897,524                 976,684
                                                            -----------             -----------

NET CHANGE IN CASH                                                 (106)                   --

CASH, BEGINNING OF PERIOD                                           106                    --
                                                            -----------             -----------

CASH, END OF PERIOD                                         $      --               $      --
                                                            ===========             ===========

</TABLE>

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

                                       10
<PAGE>


                               PANAMED CORPORATION
                          (A Development stage company)

                          NOTES TO FINANCIAL STATEMENTS
                   AS OF JUNE 30, 2002 AND FOR THE PERIOD FROM
                AUGUST 21, 2001 (DATE OF INCEPTION) THROUGH JUNE
                                    30, 2002
                                   (Unaudited)

(1)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         In the opinion of  management,  the  accompanying  unaudited  financial
         statements  of  PanaMed   Corporation   (the  "Company")   include  all
         adjustments   (consisting   only  of  normal   recurring   adjustments)
         considered  necessary to present  fairly its  financial  position as of
         June 30, 2002,  the results of operations  for the three and six months
         ended  June 30,  2002 and the  period  from  August  21,  2001 (date of
         inception)  through  June 30,  2002,  and cash flows for the six months
         ended June 30, 2002 and the period from date of inception  through June
         30, 2002. The results of operations are not  necessarily  indicative of
         the results to be expected for the full year or for any future  period.
         The  information  included  in  this  Form  10-QSB  should  be  read in
         conjunction  with  Management's  Discussion  and Analysis and financial
         statements and notes thereto included in the Company's 2001 Form 10-KSB
         and 8-K and the March 31, 2002 Form 10-QSB.

a)       Equity Method of Accounting for Investments

              Investment in Quintek Technologies,  Inc. in which the Company has
              a 3.5%  interest,  is carried at cost,  adjusted for the Company's
              proportionate share of undistributed earnings or losses.

b)       Property, Equipment, and Depreciation

              Property  is  recorded  at  cost.  Depreciation  of  equipment  is
              provided using the straight line and accelerated  methods over the
              following estimated useful lives:


                                                       Estimated
          Asset Classification                        Useful Life

         Computer equipment                            3-5 Years

              Expenditures  for repairs  and  maintenance  are  charged  against
operations when incurred.

(2)      GOING CONCERN

         The accompanying  financial statements have been prepared in conformity
         with  generally  accepted  accounting  principles,   which  contemplate
         continuation  of the Company as a going concern;  however,  the Company
         has sustained  substantial  operating  losses.  In view of this matter,
         realization  of a  major  portion  of the  assets  in the  accompanying
         balance sheet is dependent  upon  continued  operations of the Company,
         which in turn is  dependent  upon  the  Company's  ability  to meet its
         financing requirements, and the success of its future operations.
                                       11
<PAGE>


                               PANAMED CORPORATION
                          (A Development stage company)

                          NOTES TO FINANCIAL STATEMENTS
                   AS OF JUNE 30, 2002 AND FOR THE PERIOD FROM
                AUGUST 21, 2001 (DATE OF INCEPTION) THROUGH JUNE
                                    30, 2002
                                   (Unaudited)

                                   (Continued)
(2)      GOING CONCERN (Continued)

         Management  believes the Company's current cash and cash generated from
         operations may not be sufficient to meet its anticipated cash needs for
         the year ended December 2002. Accordingly,  the Company will require an
         additional   capital  infusion  or  revenues  from  sales  to  continue
         operations.  Management is not certain if  additional  capital or sales
         proceeds  will  become  available.  If  unsuccessful  in  obtaining  an
         additional  capital  infusion,  the  Company  may be  required to cease
         operations.
(3)      NOTES RECEIVABLE - RELATED PARTIES
<TABLE>
<CAPTION>

                                                                            June 30, 2002        Dec. 31, 2001
                                                                             (Unaudited)
<S>                                                                       <C>                 <C>
         Note receivable from Thomas Sims, President and Chairman of
            the Board, due on demand, interest at the applicable
            federal rates ("AFR").                                        $             --    $            5,536

         Note receivable  from Phillip Butler,
           CEO, due on demand,  interest at
           the applicable federal rates ("AFR").
                                                                                        --                24,057
                                                                          ------------------  --------------------

                                                                          $             --    $           29,593
                                                                          ==================  ====================
</TABLE>

(4)      INVESTMENT

         The  investment  held  by the  Company  consists  of a  3.5%  ownership
         interest  in  Quintek  Technologies,  Inc.,  a  California  corporation
         related by common  management.  The  investment is accounted for on the
         equity method.
(4)      INVESTMENT (Continued)


         Pertinent financial  information for the Company as of June 30, 2002 is
as follows:

                                               June 30, 2002    Dec. 31, 2001
                                                (Unaudited)
Balance sheet:
    Assets                                   $    390,344       $    527,560
                                             ==============     =============

    Liabilities                              $  1,216,036       $  1,300,565
    Deficit                                      (825,692)         (773,005)
                                             --------------     -------------

                                             $    390,344       $    527,560
                                             ==============     =============

Income statement:
    Revenues                                 $    242,677       $    145,629
    Expenses                                      642,176          (316,860)
                                             --------------     -------------

           Net loss                              (399,499)         (171,231)
           Weighted average ownership                4.04%             5.50%
                                             --------------     -------------

Company's share of net loss                  $    (16,125)      $    (9,418)
                                            ==============     =============
                                       12
<PAGE>


                               PANAMED CORPORATION
                          (A Development stage company)

                          NOTES TO FINANCIAL STATEMENTS
                   AS OF JUNE 30, 2002 AND FOR THE PERIOD FROM
                AUGUST 21, 2001 (DATE OF INCEPTION) THROUGH JUNE
                                    30, 2002
                                   (Unaudited)

                                   (Continued)

(5)      NOTES PAYABLE - RELATED PARTIES

<TABLE>
<CAPTION>

                                                                                    June 30, 2002           Dec. 31, 2001
                                                                                     (Unaudited)
<S>                                                                              <C>                     <C>
         Note payable  to United  Pentecostal  Assembly  of  Bellflower,  due on
           December 6, 2002, interest at 6% per annum, with
           150,000 shares of common stock as collateral.                         $          100,000      $               --
         Note payable to John Badger, due on September 21, 2002,
           interest at 6% per annum.                                                         10,000                      --
                                                                                 -------------------     -------------------
                                                                                 $          110,000      $               --
                                                                                 ===================     ===================
</TABLE>

(6)      COMMITMENTS AND CONTINGENCIES


         As of June 30,  2002,  the Company has an  outstanding  note payable to
         United Pentecostal Assembly of Bellflower ("United"),  as shown in Note
         5. The Company  issued  150,000 shares of common stock as collateral on
         the note. If the Company defaults on the note, United has the option of
         foreclosing  on those shares.  At the date of issuance of the note, the
         fair market value of the shares was $327,000.  If the Company  defaults
         on the note  there may be a charge  against  income to the  extent  the
         value of the shares exceeds the note balance.

(7)      NET LOSS PER SHARE

         Basic net loss per  share is based on the  weighted  average  number of
         common shares outstanding of 23,303,988 for the three months ended June
         30, 2002. The weighted average number of common shares  outstanding for
         the six months ended June 30, 2002 was 22,169,105. The weighted average
         number of common shares outstanding for the period from August 21, 2001
         (date of inception) through June 30, 2002 was 19,923,083. The basic and
         diluted  earnings  per  share  calculations  are the same  because  the
         Company has no dilutive securities outstanding.
                                       13
<PAGE>

                               PANAMED CORPORATION
                          (A Development stage company)

                          NOTES TO FINANCIAL STATEMENTS
                   AS OF JUNE 30, 2002 AND FOR THE PERIOD FROM
                AUGUST 21, 2001 (DATE OF INCEPTION) THROUGH JUNE
                                    30, 2002
                                   (Unaudited)

                                   (Continued)

(8)      LICENSING AGREEMENT

         Effective May 13, 2002, the Company entered into a licensing  agreement
         with Havel  Investments,  Ltd.  ("Havel")  whereby  the Company has the
         exclusive right to market Havel's  therapeutic product for treatment of
         HIV/AIDS in Ivory Coast  Africa.  The Company must remit to Havel 66.7%
         of all proceeds from the sale of the Company's stock up to a maximum of
         $22  million.  Until the full  amount  of  expansion  fee is paid,  the
         Company's  rights are limited to testing and  distribution  only within
         the country of Ivory Coast.

(9)      PURCHASE AGREEMENT

         As of March 1, 2002, the Company, then known as Micron Solutions,  Inc.
         ("Micron"),  entered into an Exchange  Agreement with PanaMed,  Inc., a
         California corporation,  and all of its shareholders,  under which; (a)
         Micron  and its  existing  shareholders  were to  effect  a one for ten
         reverse stock split of the 3,965,200  shares of its common voting stock
         then issued and  outstanding;  (b) the PanaMed Inc.  shareholders  were
         then to transfer and assign  their  PanaMed  shares to Micron,  thereby
         causing  PanaMed  Inc. to become its wholly  owned  subsidiary,  and in
         exchange  such  shareholders  were to  receive an  identical  number of
         Micron's  authorized  but previously  unissued  shares of voting common
         stock,  $.01 par value;  (c) Micron's  board of directors  and officers
         were to resign and be replaced by PanaMed Inc. nominees; (d) Micron was
         then to change  its name to  PanaMed  Corporation;  and (e)  certain of
         Micron's  former  management  were to be engaged as  consultants to the
         Company,  in  connection  with  which  engagement  they were to receive
         $225,000 in cash payments and 210,000 Company shares.  Such transaction
         was  concluded  as of that same date,  resulting  in the receipt by the
         former PanaMed shareholders of 23,121,000 Company shares, or 98% of its
         equity  ownership.  Micron's assets and  liabilities,  as distinguished
         from those of the Company being reported herein as of June 30, 2002 and
         December  31,  2001,  were  immaterial,  and have  not been  separately
         identified.  Its audited  balance  sheet as of December 31, 2001,  does
         appear,  however, in Micron's Form 10-KSB, as filed with the Securities
         and Exchange Commission on April 16, 2002.

(10)     STATEMENT OF CASH FLOWS - SUPPLEMENTAL DISCLOSURES

         The net  change  in  operating  assets  and  liabilities  shown  on the
         statement of cash flows consists of the following:
                                       14
<PAGE>

                               PANAMED CORPORATION
                          (A Development stage company)

                          NOTES TO FINANCIAL STATEMENTS
                   AS OF JUNE 30, 2002 AND FOR THE PERIOD FROM
                AUGUST 21, 2001 (DATE OF INCEPTION) THROUGH JUNE
                                    30, 2002
                                   (Unaudited)

                                   (Continued)

                                                                 Period from
                                                               August 21, 2001
                                       6 months ended          (Inception) to
                                        June 30, 2002          June 30, 2002
                                         (Unaudited)              (Unaudited)
  (Increase) Decrease:
      Prepaid expenses              $        21,000           $         --
  Increase (Decrease):
      Accounts payable                       59,817                 65,705
      Other current liabilities                 500                    500
      Common stock payable                  (20,000)                    --
                                    -------------------    -----------------

                                    $        61,317        $        66,205
                                    ===================    =================

(10)     STATEMENT OF CASH FLOWS - SUPPLEMENTAL DISCLOSURES (Continued)

         For the period  from August 21,  2001 (date of  inception)  to June 30,
         2002, the Company had non-cash  financing  transactions  related to the
         issuance  of common  stock for  $50,000  and  related  to a stock  swap
         transaction  for $186,201.  For the six months ended June 30, 2002, the
         Company had non-cash financing  transactions related to the issuance of
         common stock for $50,000.

(11)     SUBSEQUENT EVENTS

         Subsequent to June 30, 2002 the Company  issued 58,755 shares of common
         stock for cash at $1 per  share;  170,000  shares  as loan  collateral;
         and 1,541,500  shares  as  compensation  for  services rendered.

                                       15

<PAGE>

Item 2.  Management's Discussion and Analysis

1.1      Results of Operations

GENERAL
Statements  contained herein that are not historical  facts are  forward-looking
statements as that term is defined by the Private  Securities  Litigation Reform
Act of 1995.  Although the Company believes that the  expectations  reflected in
such forward-looking  statements are reasonable,  the forward-looking statements
are  subject to risks and  uncertainties  that could  causes  actual  results to
differ  from  those  projected.   The  Company   cautions   investors  that  any
forward-looking  statements  made by the  Company are not  guarantees  of future
performance  and that  actual  results may differ  materially  from those in the
forward-looking statements. Such risks and uncertainties are described below.

PanaMed is engaged in the bio-tech industry, with a primary focus on testing and
distributing a patented line of therapeutic products developed, manufactured and
supplied by Havel Investments Limited and their R&D and manufacturing associates
(hereafter  collectively  referred  to as "Havel")  for use in treating  certain
medical  disorders.  PanaMed  currently  has an  exclusive  license  to test and
distribute  "Viro-Net"  in the African  country of Ivory Coast.  Viro-Net is the
name given to Havel's  product for treating  HIV/AIDS,  Herpes Simplex 1, Herpes
Simplex 2, and  Shingles.  The  descriptions  herein will be oriented  primarily
towards the treatment of HIV/AIDS.

Viro-Net can be  described as an  immuno-modulating  biological  compound  which
signals  the  body's own immune  system to fight off the virus by  blocking  the
receptors  of  healthy  cells,  boosting  the immune  system,  and  halting  the
replication  of viral  cells.  PanaMed  believes  that  Viro-Net  may provide an
effective means to reverse the HIV virus to a non-detect level while providing a
number  of  advantages  over  conventional  HIV/AIDS  medication.  The  expected
benefits include;  simple to  administer(sublingual  application),  minimal side
effects,  effective  against  different HIV viral  derivatives,  cost effective,
non-patient  specific  and suitable for large scale  treatment  programs.  These
expectations  are based  primarily on theory and results from the treatment of 3
AIDS patients in an uncontrolled environment.

In order to  demonstrate  the  effectiveness  of Viro-Net  on a larger  group of
patients and under a controlled  environment,  PanaMed  initiated a  residential
treatment  program for 21  HIV/AIDS  patients on June 14, 2002 in the country of
Ivory  Coast,  Africa.  The African  patients  are  comprised  of both males and
females,  with ages ranging from 4 to 43 years old and health conditions ranging
from early  stage to late stage  HIV/AIDS.  The  patients  are housed in a clean
facility where their diet, medical  treatments,  and life style can be carefully
controlled  and  monitored.  A blood  panel was taken on all  patients  prior to
starting treatment in order to obtain a baseline on HIV levels and CD4 counts.

The program will be  supervised by an  experienced  physician who will visit the
patients each day to monitor/record  progress and resolve medical problems.  One
or more nurses will be available at the  treatment  facility 24 hours per day to
administer  Viro-Net  treatments  and care for the  patients.  Subsequent  blood
panels will be taken at monthly  intervals  and compared to the  baseline  blood
panels in order to monitor patient progress.  The blood measurement and analysis
will be performed at a certified clinical  laboratory under the supervision of a
highly competent and experienced scientist.

RISK FACTORS

1. General Economic Conditions

The financial  success of PanaMed may be sensitive to adverse changes in general
economic conditions, such as inflation,  unemployment, and interest rates. These
changes  could cause the cost of  supplies,  labor,  and other  expenses to rise
faster than PanaMed can raise prices. Such changing conditions also could reduce
demand in the market place for PanaMed's  products.  PanaMed has no control over
any of these changes.

                                       16
<PAGE>



2. Development Stage Company

PanaMed has limited operating  history,  has not generated any sales revenues or
profits,  has no products which can be sold to generate revenues or profits,  is
in the  development  stage,  and its  operations are subject to all of the risks
inherent in a growing business enterprise, including the likelihood of continued
operating  losses.  The  likelihood  of PanaMed's  success must be considered in
light  of  the  problems,  expenses,  difficulties,   complications  and  delays
frequently  encountered in connection  with the growth of an existing  business,
development of new products and channels of  distribution,  and the  competitive
and regulatory  environment in which PanaMed will operate.  Prior to acceptance,
the  Company's  products  must  undergo  testing,  which may  never  prove to be
successful.  Even if the  testing  is  successful,  the  Company  must then seek
acceptance by the African people, government agencies, and funding sources prior
to distribution.  If the products are accepted, there is no assurance that funds
will be available to purchase the  products.  Until the company is in a position
to generate  revenues,  it will be totally  dependent on  investment  capital to
sustain internal  operations,  fund its treatment program in Africa,  and expand
the rights for  distribution  as required in its  agreement  with Havel.  If the
company is unable to generate  revenues  or  profits,  there may be no means for
investors to ever recoup their investment or receive any type of return on their
investment.

PanaMed  management has no experience in manufacturing or procuring  products in
commercial  quantities  or in  selling  pharmaceutical  products,  and has  only
limited  experience  in  negotiating,  establishing  and  maintaining  strategic
relationships.  PanaMed  has no  experience  with  respect  to the  launch  of a
commercial  product.  PanaMed's ability to manage growth, will require continued
improvement and expansion of management,  operational, and financial systems and
controls.  If management is unable to manage growth  effectively,  the resulting
business and financial  condition could be materially  harmed.  In addition,  if
rapid growth  occurs,  it could strain  operational,  managerial  and  financial
resources

3. Dilution

PanaMed will attempt to raise  additional  equity  capital,  conduct  offerings,
acquire  technology or other companies,  and/or establish,  at some future date,
stock  incentive  and  stock  option  plans  for its  employees,  directors  and
advisors.  Each of these  events  will have a dilutive  effect on the Shares and
could substantially reduce the value of the shares.

4. No Substantial Tax Benefits

Potential  participants  should evaluate the purchase of PanaMed's stock only in
economic  terms.  Any tax  benefits  which  may  result  from the  ownership  of
PanaMed's  stock is  minimal,  and should not be a  determining  factor in their
decision to participate.

5. Competition

PanaMed is faced with the possibility of intense competition from a wide variety
of  pharmaceutical   companies.   Competitors  include;   major,   multinational
pharmaceutical  and  chemical  companies,  specialized  biotechnology  firms and
universities  and other research  institutions.  Many of these  competitors have
greater  financial and other resources,  larger research and development  staffs
and more effective marketing and manufacturing  organizations,  than PanaMed. In
addition, academic and government institutions have become increasingly aware of
the commercial value of their research findings. These institutions are now more
likely to enter into exclusive licensing agreements with commercial enterprises,
including our competitors,  to market commercial products. Smaller companies may
also prove to be significant  competitors,  particularly  through  collaborative
arrangements with large pharmaceutical and established  biotechnology companies.
Many of these  competitors have significant  products that have been approved or
are in  development  and operate  large,  well-funded  research and  development
programs.

PanaMed's  competitors may succeed in developing or licensing  technologies  and
products that are more  effective or less costly than the products  developed by
Havel.  The  competitors  may  succeed  in  obtaining  FDA or  other  regulatory
approvals for product  candidates  before Havel does.  Products  resulting  from
Havel's research and development  efforts, if approved for sale, may not compete
successfully with our competitors' existing or future products.
                                       17
<PAGE>

6. Dependence On Key Personnel

PanaMed's success depends to a considerable  degree on the continued services of
its executive  management  staff,  Phillip Butler  (President & CEO), Seth Cayer
(Executative VP  International  Sales) and Todd Davis  (Executative VP Corporate
Development).  The loss of one or more of these  people  could have a materially
adverse  effect on the future of  PanaMed.  In  addition,  the loss of other key
management  personnel or the failure to attract and retain such personnel  could
have a material adverse effect on PanaMed's business,  operations, and financial
condition.  There are  currently  no  agreements  in place  between  PanaMed and
management with regards to stock options,  stock incentives,  employment policy,
and intellectual property rights.

7. Future Financing Requirements

PanaMed  will  require  additional  capital  in order to  operate  its  business
efficiently and to implement its treatment programs, internal operations, sales,
and/or other aspects of its business  plan.  PanaMed  plans to raise  additional
capital  to meet such  needs in either  the form of a private  placement  of its
securities or traditional bank financing, or a combination of both.

There can be no assurance  that PanaMed will be able to raise  additional  funds
necessary to meet such needs or that such funds,  if available,  can be obtained
on terms acceptable to PanaMed. The failure to raise additional capital on terms
acceptable  to PanaMed  could force  PanaMed to alter its  business  strategy or
close operations.

8. Majority Control by Executive Officers, Directors and Major Shareholders

PanaMed's  officers,   directors  and  major  shareholders  beneficially  own  a
significant portion of the outstanding Common Stock of PanaMed. If the executive
officers,  directors  and major  shareholders  act  collectively,  assuming they
continue to maintain  ownership of all of their  shares,  there is a substantial
likelihood  that  such  holders  will be able to elect all of the  directors  of
PanaMed  and  determine  the  outcome of all  corporate  actions  requiring  the
approval  of the  holders  of the  majority  of  shares,  such  as  mergers  and
acquisitions.

Two principal  stockholders,  Phil Butler, Tom Sims, and their affiliates own or
control over 51% of the outstanding shares of stock in the corporation.  Some or
all of these stockholders,  acting in concert,  would be able to elect the Board
of  Directors  and take  many  other  corporate  actions  requiring  stockholder
approval,  such as  recapitalization,  as  well as  dictate  the  direction  and
policies of the company.  Such  concentration of ownership could have the effect
of  delaying,  deterring  or  preventing a change in control of the company that
might otherwise be beneficial to the other stockholders.

9. Future Dilution and Anti-Takeover Issues

PanaMed's  Articles of  Incorporation  authorizes  the  issuance of  100,000,000
shares of Common  Stock and  10,000,000  shares  of  Preferred  stock.  Of this,
23,405,970 shares of common stock and 0 shares of Preferred stock are issued and
outstanding as of June 30, 2002.

The Board of Directors of PanaMed  ("The Board of  Directors")  has the power to
issue  substantial  amounts of new stock or  distribute  substantial  amounts of
pre-issued  stock  without  shareholder  approval.  As such,  PanaMed  may issue
substantial amounts of new stock or distribute substantial amounts of pre-issued
stock in connection with this offering, future financing plans, or acquisitions.
To the extent that additional shares of Common Stock are issued, dilution of the
interests of PanaMed's  stockholders  will occur.  In addition,  the issuance of
Preferred Stock and Common Stock could be utilized, under certain circumstances,
as a method of  discouraging,  delaying  or  preventing  a change in  control of
PanaMed.  PanaMed currently has no commitments to issue any additional shares of
Preferred Stock.

Certain  provisions  of  PanaMed's  Certificate  of  Incorporation,  Bylaws  and
California  law may delay,  defer or prevent a change in control of PanaMed  and
may adversely affect the voting and other rights of the holders of Common Stock.
                                       18
<PAGE>


10. Limitations of Liability; Indemnification

PanaMed's Articles of Incorporation and Bylaws contain provisions that limit the
liability of directors for monetary damages and provides for  indemnification of
officers  and  directors  under  certain  circumstances.   Such  provisions  may
discourage stockholders from initiating lawsuits against directors for breach of
fiduciary  duty and may also  have the  effect of  reducing  the  likelihood  of
derivative litigation against directors and officers even though such action, if
successful, might otherwise have benefited PanaMed's stockholders.  In addition,
a  stockholder's  investment in PanaMed may be adversely  affected to the extent
that costs of  settlement  and  damage  awards  against  PanaMed's  officers  or
directors are paid by PanaMed pursuant to such provisions.

11. Conflicts Of Interest

The Board of Directors of PanaMed  Corporation are subject to various  conflicts
of  interest  arising out of their  relationship  with  PanaMed.  As an example,
officers  and  directors  of  PanaMed  may form  other  companies  to  engage in
activities similar to those of PanaMed.  Should such additional  activities take
place,  it is possible that investors in PanaMed will not be allowed to share in
the income, assets or other benefits of such additional activities. The officers
and  directors  of PanaMed  will devote such time as they deem  necessary to the
business and affairs of PanaMed.  Officers and directors of PanaMed are required
by law to deal  fairly and in good faith with  PanaMed and they intend to do so.
However,  in any Company  there may be certain  inherent  conflicts  between the
officers/directors and investors which cannot be fully mitigated.

Because the officers  and  directors  may engage in  operations  independent  of
PanaMed,  some of these  activities  may  conflict  with those of  PanaMed.  The
officers and directors thus may be placed in the position where their  decisions
could  favor  their own  operations,  or other  operations  with  which they are
associated, over those of PanaMed.

Officers  and  directors  of PanaMed  may  engage in  business  separately  from
activities on behalf of PanaMed or client  entities for which  PanaMed  provides
services.  The officers and directors of PanaMed are free to engage generally in
business for their own account in addition to any  participation  arising out of
PanaMed's  activities.  No  limitations  have been  placed on the  officers  and
directors or shareholders of PanaMed.

12. Dividends On Stock

No  dividends  have ever been paid on PanaMed's  stock and no dividends  will be
paid on  PanaMed's  stock until  PanaMed  has been able to  generate  sufficient
profit from product sales,  as determined by the Board of Directors,  to warrant
distribution  of  dividends.  Accordingly,  there can be no  assurance  that any
dividends will ever be distributed to shareholders.

13. Uninsured Losses

PanaMed plans to obtain comprehensive insurance,  including liability,  fire and
extended coverage, as is customarily obtained for businesses similar to PanaMed.
However,  certain  types of  losses  of a  catastrophic  nature  such as  losses
resulting  from  floods,   tornadoes,   thunderstorms,   and  earthquakes,   are
uninsurable or not economically  insurable to the full extend of potential loss.
Such "Acts of God", work stoppages,  regulatory  actions or other causes,  could
interrupt  production and adversely  affect  PanaMed's  business,  expansion and
results of operations.

14. Disposition Of Stock

There may be adverse tax  consequences  to an Investor upon any  disposition  of
their Stock.

15. Availability To Acquire Materials

PanaMed,  Havel and their  manufacturing  partners  will need to  utilize,  on a
continuing basis,  numerous suppliers to provide compounds,  biologic agents and
other  materials for the  production of Viro-Net.  The inability to obtain these
materials  from  outside  suppliers  could have a material  impact on  PanaMed's
operations.
                                       19
<PAGE>

16. Product Development

PanaMed has no internal  capability to develop new products or  improvements  to
the  existing  products.  As a result,  PanaMed  must rely on its  partners  and
suppliers  to  create  new  products  and  improve  existing  ones.  There is no
assurance that these relationships will remain intact or that future development
efforts will be successful.

17. Distribution Agreement

PanaMed has an exclusive  distribution  agreement  with Havel  Investments  LTD,
which allows PanaMed to test and distribute  Havel's  therapeutics for treatment
of  HIV/AIDS,  Herpes 1&2 and  Shingles  throughout  the country of Ivory Coast,
Africa. PanaMed plans to conduct treatment programs in Ivory Coast,  demonstrate
the  effectiveness  of the  therapeutics  and launch a  distribution  program in
accordance  with  the  terms of the  distribution  agreement.  The  distribution
agreement  contains  a number of risk  factors  for  PanaMed,  including;  1) no
indemnification  of PanaMed for product failure or safety issues associated with
the product and 2) PanaMed must defend itself  against any  infringement  claims
which  are  brought  against  PanaMed  based  on the use or  sale  of the  Havel
products.

18. Product Risk

PanaMed has  received  blood test  results  and doctors  notes on the 3 HIV/AIDS
patients  discussed  herein and have used these records as the primary basis for
establishing  PanaMed  as an  operating  public  company  and in  launching  the
aforementioned  treatment program in Africa. However, PanaMed management has not
witnessed  the  patient's  recovery  first  hand  and  are  relying  only on the
testimony  of the  inventor  and that of a lab  supervisor  who  claims  to have
witnessed the patient's treatments and progress.

Viro-Net is based on novel,  unproven  technology in the  preliminary  stages of
testing and it is unknown how well it will perform from the standpoint of safety
and  effectiveness.  PanaMed  does not know how much it will cost or how long it
will take  before  the  product is  accepted,  or if the  products  will ever be
accepted,  by the appropriate  regulatory officials and citizens in Africa. Even
if Viro-Net proves to be safe and effective in the informal  treatment  programs
conducted by PanaMed,  there is no assurance that Viro-Net will prove to be safe
and effective from a long term standpoint.

Also,  there is no  assurance  that any sources  will be  available  to purchase
PanaMed's  products.  There is a variety of  different  treatments  for HIV/AIDS
available  on the market today with well  financed  suppliers  and  distribution
channels.  PanaMed  will need to compete  with these  suppliers  for any funding
which may become available.

19. Product Testing

PanaMed,  working in conjunction with Havel, plans to conduct informal treatment
programs in Ivory Coast to  demonstrate  the safety and  effectiveness  of using
Viro-Net for treating HIV/AIDS and related disorders.  Neither PanaMed nor Havel
has any experience in conducting  treatment programs or clinical trials and they
are  relying on the  experience  and  knowledge  of third party  contractors  to
supervise and manage the treatment programs. If successful, the company hopes to
use the  results  of the  treatment  programs  to gain  approval  to  distribute
Viro-Net  within the Ivory  Coast and  possibly  expand  into other  third-world
countries.  It would not be possible to expand  distribution  to non third-world
counties without conducting  expensive and time consuming formal clinical trials
and then receiving FDA (or equivalent) approval based on the positive results of
the clinical trials. Neither PanaMed nor Havel have the experience, knowledge or
financial  backing to conduct formal  clinical  trials.  As a result,  PanaMed's
potential  sales  revenue  will  be  limited  to  distribution  in  third  world
countries.  There is substantial risk in dealing with third world countries,  in
particular from the standpoint of product  distribution  and collection of sales
proceeds.   If  product   distribution  and  revenue   collection   efforts  are
unsuccessful, the company may be required to cease operations.
                                       20
<PAGE>

20. Intellectual Property

Development  and  protection  of Havel's  intellectual  property  is critical to
PanaMed's  business.  If Havel  does not  adequately  protect  its  intellectual
property,  competitors  may  be  able  to  manufacture  and  distribute  Havel's
technologies. PanaMed's success depends in part on Havel's ability to: 1) obtain
patent  protection  for its products or processes  both in the United States and
other  countries,  2) protect  their trade  secrets  and 3) prevent  others from
infringing on their proprietary rights.

Since patent  applications are normally  maintained in secrecy until patents are
issued,  and  since  publication  of  discoveries  in the  scientific  or patent
literature often lag behind actual discoveries,  it cannot be certain that Havel
is  the  first  to  create  the   inventions  to  be  covered  by  their  patent
applications. The patent position of biopharmaceutical firms generally is highly
uncertain and involves complex legal and factual questions.  The U.S. Patent and
Trademark  Office has not established a consistent  policy regarding the breadth
of claims  that it will  allow in  biotechnology  patents.  If it  allows  broad
claims, the number and cost of patent  interference  proceedings in the U.S. and
the risk of  infringement  litigation may increase.  If it allows narrow claims,
the risk of infringement may decrease, but the value of Havel's rights under its
patents, licenses and patent applications may also decrease.

There is no assurance  that Havel's  pending  patent  applications  will ever be
issued as patents or that the claims of any patents already issued to Havel will
afford  meaningful  protection for its  technologies  or products.  In addition,
patents issued to Havel may be challenged and subsequently narrowed, invalidated
or  circumvented.  Litigation,  interference  proceedings or other  governmental
proceedings with respect to Havel's proprietary  technologies or the proprietary
technology  of  others  could  result in  substantial  cost to  PanaMed.  Patent
litigation  is  widespread  in  the  biotechnology   industry,  and  any  patent
litigation could harm PanaMed's  business.  Costly litigation might be necessary
to protect  Havel's  patent  position or to determine  the scope and validity of
third-party proprietary rights, and Havel may not have the required resources to
pursue such  litigation or to protect its patent rights.  An adverse  outcome in
litigation  with respect to the validity of any of Havel's patents could subject
PanaMed to significant liabilities or require PanaMed to cease in distributing a
product or technology.

Patents  issued  to third  parties  may cover  Havel's  products  as  ultimately
developed.  Havel may need to acquire licenses to these patents or challenge the
validity of these patents. Havel may not be able to license any patent rights on
acceptable terms or successfully  challenge such patents. The need to do so will
depend on the scope and validity of these  patents and  ultimately  on the final
design or  formulation of the products and services that were  developed.  Havel
may not be able to meet its obligations  under those licenses that they do enter
into.  If Havel does enter into a license  agreement for  intellectual  property
underlying any of its products, and that license were to be terminated,  PanaMed
may lose our  right to  market  and  sell  any  products  based on the  licensed
technology.

21. Patent Infringement

Although Havel may attempt to monitor the patent  filings of its  competitors in
an  effort  to  guide  the  design  and  development  of its  products  to avoid
infringement,  third  parties may challenge the patents that have been issued or
licensed to Havel. Havel and/or PanaMed may have to pay substantial  damages for
past infringement if it is ultimately  determined that Havel's products infringe
on a third party's  patents.  Further,  PanaMed may be  prohibited  from selling
Havel's  products  before a license is  obtained.  Even if  infringement  claims
against  PanaMed  are  submitted  without  merit,   defending  a  lawsuit  takes
significant  time,  may be expensive and may divert  management  attention  from
other business concerns.

22. Technological Obsolescence.

Biotechnology  and related  pharmaceutical  technology  has undergone  rapid and
significant  change and PanaMed believes that the  technologies  associated with
biotechnology  research  and  development  will  continue  to  develop  rapidly.
PanaMed's  success will depend  largely on its ability to maintain a competitive
position  with  respect  to  these  technologies.  Any  compounds,  products  or
processes that are developed may become obsolete before development expenses can
be  recovered.  There is no  assurance  that Havel,  PanaMed's  only partner for
supplying  Viro-Net  and  developing  new  products,  will have the  facilities,
technical  staff,  financial means, or desire to develop any new products in the
future.
                                       21
<PAGE>

23. Dependence on third parties to manufacture and market the products.

PanaMed does not have, and does not intend to develop,  internal  facilities for
the manufacture of any products for clinical or commercial production.  Instead,
PanaMed plans to develop relationships with third-party  manufacturing resources
and enter into collaborative  arrangements with licensees or other parties which
have established manufacturing capabilities.  PanaMed expects to be dependent on
such  collaborators  or  third  parties  to  supply  products   manufactured  in
compliance  with  standards  imposed  by the FDA  and  foreign  regulators.  The
manufacturing   facilities  of  contract   manufacturers  may  not  comply  with
applicable manufacturing  regulations of the FDA nor meet PanaMed's requirements
for quality, quantity or timeliness.

PanaMed has no experience in marketing,  sales or distribution of pharmaceutical
products, and does not intend to develop a sales and marketing infrastructure to
distribute  its  products.  Any products  eligible for  commercial  sale will be
distributed  by third  parties such as licensees,  collaborators,  joint venture
partners or independent  distributors.  PanaMed may not be able to obtain access
to  a  marketing  and  sales  force  with  sufficient  technical  expertise  and
distribution capability. Also, PanaMed will not be able to control the resources
and effort that a third party will devote to marketing the products.  If PanaMed
is unable to develop and maintain  relationships for the necessary marketing and
sales capabilities,  PanaMed may fail to gain market acceptance for its products
and revenues could be substantially impaired.

24. Product liability insurance.

PanaMed  does  not  have  product  liability  or  other  professional  liability
insurance.  In the future,  PanaMed may, in the ordinary course of business,  be
subject to substantial claims by, and liability to, persons alleging injury as a
result of taking PanaMed  products.  If PanaMed is successful in having products
approved for  distribution,  the sale of such products  would expose  PanaMed to
additional  potential  product  liability and other claims  resulting from their
use.  This  liability  may result from claims made  directly by  consumers or by
pharmaceutical  companies  or others  selling  such  products.  PanaMed does not
currently have any product liability or professional liability insurance, and it
is possible that PanaMed will not be able to obtain or maintain  such  insurance
on  acceptable  terms or that  any  insurance  obtained  will  provide  adequate
coverage against potential liabilities. PanaMed's inability to obtain sufficient
insurance  coverage  at an  acceptable  cost or  otherwise  to  protect  against
potential product liability claims could prevent or limit the  commercialization
of any new products  which become  available  to PanaMed.  A successful  product
liability claim in excess of PanaMed's insurance coverage could exceed PanaMed's
net worth.

While  PanaMed  desires to reduce its risk by obtaining  indemnity  undertakings
with respect to such claims from licensees and distributors,  PanaMed may not be
able to obtain such undertakings.

25. Environmental regulations

Pharmaceutical research and development involves the controlled use of hazardous
materials   including  but  not  limited  to  certain  hazardous  chemicals  and
radioactive   materials.   In  connection   with   research,   development   and
manufacturing  activities,  biotechnology  and  biopharmaceutical  companies are
subject to  federal,  state and local  laws,  rules,  regulations  and  policies
governing the use,  generation,  manufacture,  storage,  air emission,  effluent
discharge, handling and disposal of certain materials,  biological specimens and
wastes.   Since  PanaMed  does  not  anticipate   building  in-house   research,
development  or  manufacturing  facilities,  but plans to have these  activities
conducted by contractors  and other third  parties,  PanaMed does not anticipate
that it will be directly affected by environmental  regulations.  However, Havel
and its  contractors may be required to incur  significant  costs to comply with
environmental and health and safety regulations in the future. This could affect
our cost of doing business and might ultimately interfere with timely completion
of research  or  manufacturing  programs  if these  third  parties are unable to
comply with environmental regulatory requirements.
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<PAGE>

26. Volatile Stock prices

The market price for securities of biopharmaceutical and biotechnology companies
historically  has been  highly  volatile,  and the market  from time to time has
experienced  significant price and volume fluctuations that are unrelated to the
operating  performance of such  companies.  Fluctuations in the trading price or
liquidity of PanaMed's  common stock may  adversely  affect our ability to raise
capital through future equity financings.

Factors that may have a significant impact on the market price and marketability
of PanaMed's common stock include: 1) announcements of technological innovations
or new  commercial  therapeutic  products  by PanaMed,  PanaMed's  collaborative
partners or PanaMed's  present or potential  competitors,  2)  announcements  by
PanaMed or others of results of  treatment  programs,  preclinical  testing  and
clinical  trials,  3)  developments  or  disputes  concerning  patent  or  other
proprietary  rights, 4) adverse  legislation,  including changes in governmental
regulation and the status of PanaMed's regulatory approvals or applications,  5)
changes in health care policies and  practices,  6) economic and other  external
factors, including general market conditions

In the past,  following periods of volatility in the market price of a company's
securities,  securities class action litigation has often been instituted.  If a
securities  class  action suit is filed  against  PanaMed,  PanaMed  could incur
substantial  legal fees and its  management's  attention and resources  could be
diverted from operating the business in order to respond to the litigation.

27. Listing Status

PanaMed is listed on the  over-the-counter  bulletin board (OTCBB)  sponsored by
the National Association of Securities Dealers. PanaMed is attempting to develop
a  trading  market  for its  shares.  However,  until  this  market  is  further
developed,  shareholders will find it very difficult to liquidate their stock on
reasonable  terms both from the  standpoint  of price and volume of shares which
can be sold at any given time. PanaMed can provide no assurance as to if or when
the market for its shares will be developed to a point in which shareholders can
trade PanaMed stock on reasonable terms.

28. Risk in Penny Stocks

The SEC has adopted  regulations  imposing  limitations upon the manner in which
certain  low  priced  equity  securities,  referred  to as "penny  stocks,"  are
publicly traded. Under these regulations, a penny stock is defined as any equity
security  that has a market  price of less than  $5.00  per  share,  subject  to
certain  exceptions.  These  exceptions  include any equity security listed on a
national exchange, the Nasdaq National Market System or Small Cap Market and any
equity  security  issued by a company  meeting  specified  requirements  for net
tangible assets or revenues.  Unless an exception is available,  the regulations
require the delivery,  prior to any  transaction  involving a penny stock,  of a
disclosure  schedule explaining the penny stock market and the associated risks.
The regulations also require certain  broker-dealers  who recommend penny stocks
to persons other than established  customers and certain accredited investors to
make a special written  suitability  determination for the purchaser and receive
the  purchaser's  written  agreement  to a  transaction  prior  to  sale.  These
requirements  make it more difficult to effect  transactions  in penny stocks as
compared to other securities.

Since  PanaMed does not meet any of the  requirements  that would exempt it from
the $5.00 per share market price  requirement,  PanaMed's stock must trade above
that  level or it will be  classified  as a "penny  stock."  PanaMed's  stock is
currently  trading  well  below the $5.00 per share  price and  therefore  it is
classified  as a penny stock at this time.  This  classification  has,  and will
continue to have, an adverse effect on the  tradability  of the shares.  PanaMed
can provide no  assurance as to when or if its stock will ever trade above $5.00
per share

29. Licensing Agreement

The original PanaMed/Havel  agreement and amending letter dated October 19, 2001
provided  PanaMed with exclusive  rights to test and distribute  Viro-Net within
the continent of Africa under certain conditions which included:

1) the license  requires a fee of  $22,000,000  and an obligation to purchase at
   least $1,000,000 in Viro-Net inventory,
                                       23
<PAGE>

2) 80% of the net proceeds from any investment capital raised by PanaMed must go
   to Havel as a payment against the licensing fee,

3) the full $22,000,000 must be paid by February 15, 2002 or Havel will have the
   option to reduce the  territory  covered  under the  licensing  agreement  in
   proportion  to the amount of money  which has been paid  against  the license
   agreement by that time.

PanaMed failed to provide  payment to Havel of $22,000,000 by February 15, 2002.
The original licensing  agreement with Havel was amended, as of May 13, 2002, to
provide  PanaMed with a specific area within Africa (the country of Ivory Coast)
where PanaMed may test and  distribute  Viro-Net.  This is a fully paid license,
however,  PanaMed is  obligated to provide  66.7% of net proceeds  from any fund
raising effort to Havel for expansion of its  distribution  rights until a total
of  $22,000,000  has been  paid.  At that  time,  the  distribution  fee will be
considered  to be paid in full and the Company  will be  entitled to  distribute
Viro-Net  throughout  the entire  continent of Africa.  Until the full amount of
expansion fee is paid,  PanaMed's rights are limited to testing and distribution
only within the country of Ivory Coast.

Under the new  agreement,  PanaMed may retain only 20% of the net funding raised
for working capital,  which includes rent, travel,  office equipment,  salaries,
office supplies,  interest,  officer loans,  accounting,  accounts payable, debt
reduction,   auditing  expenses,  legal  expenses,  and  the  African  treatment
programs. Even with the low overhead that PanaMed attempts to maintain, there is
a substantial risk that PanaMed will be unable to raise enough money to properly
conduct operations under these conditions.

Havel may  consummate  agreements  with other  companies in order to  facilitate
distribution  of  Viro-Net in  territories  where  PanaMed  has no  distribution
rights. In addition,  other companies may succeed in replicating Viro-Net within
their  own  manufacturing  facility.  There is no  assurance  that  these  other
companies  will not  succeed in  undercutting  PanaMed by  selling  Viro-Net  to
patients, doctors or distributors, in the territories assigned to PanaMed, below
the prices  offered by PanaMed.  These types of  actions,  although  illegal and
improper,  would be very  difficult to prosecute  and would  severely  undermine
PanaMed's distribution efforts.

REVENUES

PanaMed's  revenues  totaled $0 for the three and six months ended June 30, 2002
and for the period  from August 21, 2001 (date of  inception)  through  June 30,
2002.  PanaMed is an enterprise in the development stage as defined by Statement
No. 7 of the Financial Accounting Standards Board and has not yet engaged in any
significant business other than organizational efforts.

Operating  expenses totaled  $467,753 for the three-month  period ended June 30,
2002.  Operating expenses totaled $3,609,905 for the six-month period ended June
30, 2002.  Operating expenses totaled $3,664,254 for the period from the date of
inception  through  June 30,  2002.  Operating  expenses  primarily  consist  of
stock-based compensation and expenditures for formulation of therapeutics.

1.2      Liquidity and capital resources

PanaMed has historically  financed  operations from the sale of common stock. As
of June 30, 2002,  PanaMed had cash on hand of $(24,194) and working  capital of
$(254,998) as compared to cash on hand of $106 and working  capital of $(12,181)
at period-end, December 31, 2001.

Net cash used in operating  activities  of $976,977 and $384,021 for the six and
three months ended June 30, 2002, respectively, is attributable primarily to net
loss due to  expenditures  for  formulation of  therapeutics,  finders fees, and
legal and professional services.

Net cash  provided  by  investing  activities  of $79,347 and $0 for the six and
three months ended June 30, 2002,  respectively,  consists primarily of proceeds
from sale of investment.
                                       24
<PAGE>

Net cash  provided by financing  activities of $897,524 and $349,044 for the six
and three months ended June 30, 2002, respectively, is due to cash received from
the issuance of common stock and other miscellaneous adjustments.

Any significant difference between line items in the financials included in this
Form 10-QSB and the Company's  Form 10-QSB filed for the same period in 2001 are
the result of the change in the Company's  business  which  occurred in March of
2002.

Management  believes  that the receipt of net  proceeds  from the sale of common
stock may not be sufficient to satisfy our future  operations,  working  capital
and other cash  requirements for the remainder of the fiscal year. If PanaMed is
unable to raise sufficient capital, the company may need to sell certain assets,
enter  into  new  strategic  partnerships,  or merge  with  another  company  to
effectively maintain  operations.  PanaMed's audit for the period ended December
31, 2001 contained a going concern qualification.


Part II. Other Information

                Item 2. Changes in Securities and Use of Proceeds

From  March  31,  2002,  to June 31,  2002,  PanaMed  issued  150,950  shares of
restricted  common  stock in  transactions  that were not  registered  under the
Securities Act of 1933, as follows:

(A) In May and June 2002 PanaMed sold 91,000 shares of  restricted  common stock
at a price of $1.00 per share to four  individuals  and a church.  These  shares
were issued in reliance on the exemption from registration  contained in section
4(2)  of  the  Securities  Act  of  1933,  as  amended,   and  the  certificates
representing  such shares bear a restricted legend reflecting the limitations on
future transfer of those shares.

(B) In May and June 2002 PanaMed issued 59,950 shares of restricted common stock
in  accordance  with the  exchange  agreement  between  PanaMed,  Inc and Micron
Solutions,   Inc.   These  shares  were  missed  during  the  initial   exchange
transaction.  These  shares  were  issued  in  reliance  on the  exemption  from
registration  contained  in  section  4(2) of the  Securities  Act of  1933,  as
amended, and the certificates  representing such shares bear a restricted legend
reflecting the limitations on future transfer of those shares.

Subsequent Events

In August 2002, PanaMed entered into an agreement with a prospective third party
funding source which required that PanaMed execute a reorganization of its board
of directors and executative  management  staff as a pre-requisite  to obtaining
funding  resources.  In order to effect this  reorganization,  Daniel Butler was
asked to resign from the Board of Directors  and Thomas Sims was asked to resign
from his positions as Chairman of the Board,  President,  and  Treasurer.  These
resignations  were submitted and accepted in mid August 2002. The new management
team will be disclosed in an upcoming 8-K filing.

In July,  August and September,  PanaMed issued  1,770,275  shares of restricted
common  stock in various  transactions.  These shares were issued in reliance on
the exemption from registration  contained in section 4(2) of the Securities Act
of 1933,  as  amended,  and the  certificates  representing  such  shares bear a
restricted legend reflecting the limitations on future transfer of those shares.
The following provides additional details on these transactions:

296,500  shares  were  issued  to 9  outside  consultants  as  compensation  for
consulting services. Of this amount 150,000 shares were issued to Seth Cayer, an
owner of more than 5% of the Company's  issued and outstanding  shares of common
stock. Mr. Cayer also is a vice president of the Company.
                                       25
<PAGE>

150,000  shares  were  issued to John  Badger  as  compensation  for  consulting
services.  John was an executative  and major  shareholder of Micron  Solutions,
Inc.

150,000  shares were issued to a church as collateral  for a short term loan for
$100,000

20,000 shares were issued to an  individual as collateral  for a short term loan
for $5,000.

52,000 shares were sold to 3 family members of PanaMed's CEO Phillip Butler, for
cash payment at a rate of $1.00 per share.

6,775 shares were sold to 3 individuals  for cash payment at a rate of $1.00 per
share.

1,095,000  shares were issued to, or for the benefit of,  PanaMed's CEO, Phillip
Butler, as compensation.

Item 6.  Exhibits and Reports on Form 8-K.

(a) Exhibits

(b) Reports on Form 8-K

The Company filed a report on Form 8-K during the three-month period ended March
31, 2002,  to report the audited  financial  statements  of PanaMed,  Inc. as of
December 31, 2001.
                                       26
<PAGE>



                                   Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                   PanaMed Corporation

Date:  September 16, 2002           /s/ Phillip Butler
                                   --------------------
                                        Phillip Butler

                                       27