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 September 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
                       127 West Main Street, Second Floor
                             Lebanon, Indiana 46052
                     (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  November  7,  2002,  25,088,645  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 $.0001 per share
                                (Title of Class)

                                       1
<PAGE>

                                Table of Contents


Part I. Financial Information                                          3


     Item No. 1. Financial Statements                                  3


     Item No. 2 Management's Discussion and Analysis                   17


Part II Other information                                              28

     Item No. 6. Exhibits and Reports on Form 8-K                      28

Exhibits                                                               28

Reports on Form 8-K                                                    28

 Signatures                                                            28
                                       2
<PAGE>

Item 1. Financial Statements


                               PANAMED CORPORATION
                          (A development stage company)
                                  BALANCE SHEET
                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

                                     ASSETS




                                              September 30,        December. 31,
                                                  2002                 2001
                                              (Unaudited)
                                                --------             --------
CURRENT ASSETS:
   Cash                                         $  9,387             $    106
   Prepaid expenses                                 --                 21,000
                                                --------             --------
                  Total current assets             9,387               21,106
                                                --------             --------

PROPERTY AND EQUIPMENT (net of accumulated
   depreciation of $732 and $0, respectively)      5,371                 --
                                                --------             --------
OTHER ASSETS:
   Investment                                    104,798              176,783
   Notes receivable - related parties               --                 29,593
                                                --------             --------
                                                 104,798              206,376




                   TOTAL ASSETS                 $119,556             $227,482
                                                ========             ========

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

                                       3
<PAGE>

<TABLE>
<CAPTION>

                               PANAMED CORPORATION
                          (A development stage company)
                                  BALANCE SHEET
                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

                      LIABILITIES AND STOCKHOLDERS' EQUITY


                                                                            September 30,   December 31,
                                                                                 2002          2001
                                                                             -----------    -----------
                                                                             (Unaudited)
<S>                                                                          <C>            <C>
CURRENT LIABILITIES:
     Accounts payable                                                        $    47,465    $     5,887
     License fee payable                                                          54,600           --
     Notes payable                                                               228,000          7,400
     Other current liabilities                                                    18,740         20,000
                                                                             -----------    -----------
                  Total current liabilities                                      348,805         33,287
                                                                             -----------    -----------
OTHER LIABILITIES                                                                   --             --
                                                                             -----------    -----------
STOCKHOLDERS' EQUITY:
     Common stock - $0.01 and $ 0.0001
     par value, respectively Authorized -
     100,000,000 shares Issued and
     outstanding - 25,026,245 and
     19,750,000 shares, respectively                                             233,925          1,975
     Additional paid-in capital                                                4,314,646        255,987
     Accumulated deficit during development stage                             (4,777,820)       (63,767)
                                                                             -----------    -----------
                  Total                                                         (229,249)       194,195

     Less subscriptions receivable                                                  --             --
                                                                             -----------    -----------
                  Total stockholders' equity                                    (229,249)       194,195
                                                                             -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY                                    $   119,556    $   227,482
                                                                             ===========    ===========
</TABLE>

    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 NINE MONTHS ENDED SEPTEMBER 30, 2002 AND
             FOR THE PERIOD FROM AUGUST 21, 2001 (DATE OF INCEPTION)
                           THROUGH SEPTEMBER 30, 2002
                                   (Unaudited)



                                                                                          Period from
                                                                                        August 21, 2001
                                         3 months ended          9 months ended          (Inception) to
                                       September 30, 2002      September 30, 2002      September 30, 2002
                                          (Unaudited)              (Unaudited)            (Unaudited)
                                          -----------             -----------             -----------
<S>                                       <C>                     <C>                     <C>
SALES                                     $      --               $      --               $      --

COST OF SALES                                    --                      --                      --
                                          -----------             -----------             -----------
     Gross margin                                --                      --                      --
                                          -----------             -----------             -----------
OPERATING EXPENSES                            595,544               4,205,449               4,259,798
                                          -----------             -----------             -----------
           Loss from operations              (595,544)             (4,205,449)             (4,259,798)
                                          -----------             -----------             -----------

OTHER INCOME (EXPENSES):
     Miscellaneous income                        --                     1,461                   1,461
     Acquisition expense                         --                  (445,000)               (445,000)
     Loss on sale of investment                  --                   (29,240)                (29,240)
     Loss on investment                          --                   (16,125)                (25,543)
     Interest expense                         (18,400)                (18,900)                (18,900)
                                          -----------             -----------             -----------
                  Total other inc.(Exp)       (18,400)               (507,804)               (517,222)
                                          -----------             -----------             -----------
           Net loss before income taxes      (613,944)             (4,713,253)             (4,777,020)
                                          -----------             -----------             -----------
PROVISION FOR INCOME TAXES                       --                      (800)                   (800)
                                          -----------             -----------             -----------
NET INCOME (LOSS)                         $  (613,944)            $(4,714,053)            $(4,777,820)
                                          ===========             ===========             ===========


NET LOSS PER SHARE
    Basic and diluted                     $     (.025)            $     (.206)            $     (.229)
</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 NINE MONTHS ENDED SEPTEMBER 30, 2002 AND
             FOR THE PERIOD FROM AUGUST 21, 2001 (DATE OF INCEPTION)
                           THROUGH SEPTEMBER 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 NINE MONTHS ENDED SEPTEMBER 30, 2002 AND
             FOR THE PERIOD FROM AUGUST 21, 2001 (DATE OF INCEPTION)
                           THROUGH SEPTEMBER 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>
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)           --             --

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

</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 NINE MONTHS ENDED SEPTEMBER 30, 2002 AND
             FOR THE PERIOD FROM AUGUST 21, 2001 (DATE OF INCEPTION)
                           THROUGH SEPTEMBER 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>
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

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
     ($1.00 per share)                    20,500            205         20,295           --           20,500
</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 NINE MONTHS ENDED SEPTEMBER 30, 2002 AND
             FOR THE PERIOD FROM AUGUST 21, 2001 (DATE OF INCEPTION)
                           THROUGH SEPTEMBER 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>
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)        150,074
     (Unaudited)

Issuance of stock for cash and services
     July 17, 2002
     ($.0001 per share)                         50,000               5          43,520            --            43,525

Cancellation of stock for services
     August 13, 2002
     ($0.01 per share)                         (30,000)           (300)        (49,700)           --           (50,000)

Issuance of stock for cash
     August 13, 2002
     ($.0001 per share)                        232,200              23          64,277            --            64,300

Issuance of stock for cash
     September 12, 2002
     ($.0001 per share)                      1,368,075             137         528,715            --           528,715
Net loss                                          --              --              --          (613,944)       (613,944)

Balance, Sept. 30, 2002                   $ 25,026,245    $    233,925    $  4,314,646    $ (4,777,820)   $   (229,249)
     (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 NINE MONTHS ENDED SEPTEMBER 30, 2002 AND
             FOR THE PERIOD FROM AUGUST 21, 2001 (DATE OF INCEPTION)
                           THROUGH SEPTEMBER 30, 2002
                                   (Unaudited)


                                                                                          Period from
                                                                                        August 21, 2001
                                                                9 months ended           (Inception) to
                                                                 September 30,            September 30,
                                                                     2002                    2002
                                                                  ---------                ---------
<S>                                                             <C>                      <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                 $(4,717,053)             $(4,777,820)
       Adjustments to reconcile net loss to net cash used
       in operating activities -
         Common stock issued for services                         3,360,452                3,360,452
         Depreciation                                                   732                      732
         Loss on investment                                          16,125                   25,543
       Net change in operating assets and liabilities               138,684                  143,572
                                                                  ---------                ---------
                  Net cash provided by
                    (used in) operating activities               (1,198,060)              (1,247,521)
                                                                  ---------                ---------
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            775,800                  847,560
                  Proceeds from deposits on common stock            107,400                  107,400
                  Other financing activities                        220,600                  228,000
                                                                  ---------                ---------
                    Net cash provided by financing activities     1,127,994                1,207,154
                                                                  ---------                ---------

NET CHANGE IN CASH                                                    9,281                     --

CASH, BEGINNING OF PERIOD                                               106                     --
                                                                  ---------                ---------
CASH, END OF PERIOD                                             $     9,387              $      --
                                                                  ---------                ---------

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

</TABLE>


                                       10
<PAGE>



                               PANAMED CORPORATION
                          (A Development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                AS OF SEPTEMBER 30, 2002 AND FOR THE PERIOD FROM
            AUGUST 21, 2001 (DATE OF INCEPTION) THROUGH JUNE 30, 2002
                                   (Unaudited)

Note   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
           September 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 September 30, 2002, and cash flows for the nine
           months ended September 30, 2002 and the period from date of inception
           through  September  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 and June
           30, 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 SEPTEMBER 30, 2002 AND FOR THE PERIOD FROM
            AUGUST 21, 2001 (DATE OF INCEPTION) THROUGH JUNE 30, 2002
                                   (Unaudited)

Note   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 - NEW ACCOUNTING STANDARDS

           Statement  of  Financial   Accounting  Standards  ("SFAS")  No.  144,
           "Accounting for the Impairment or Disposal of Long-Lived  Assets," is
           effective for fiscal years  beginning  after  December 15, 2001,  and
           interim  periods  within those fiscal years,  with early  application
           encouraged.  SFAS 144  supersedes  Statement of Financial  Accounting
           Standards  No. 121,  "Accounting  for the  Impairment  of  Long-Lived
           Assets  and for  Long-Lived  Assets  to be  disposed  of" and  amends
           Accounting  Principles  Board Opinion No. 30,  "Reporting  Results of
           Operations  -  Reporting  the  Effects of  Disposal of a Segment of a
           Business." This statement develops one accounting model (based on the
           model in SFAS 121) for  long-lived  assets to be disposed of, expands
           the scope of discontinued  operations and modifies the accounting for
           discontinued operations. This standard did not have a material impact
           on our  financial  position,  results of operations or cash flows for
           the nine- or three-month periods ended September 30, 2002.

           Statement of Financial  Accounting Standards No. 143, "Accounting for
           Asset Retirement  Obligations,"  addresses  financial  accounting and
           reporting for obligations  associated with the retirement of tangible
           long-lived  assets and the associated  asset  retirement  cost.  This
           statement is  effective  for fiscal  years  beginning  after June 15,
           2002. We have adopted this  statement,  which did not have a material
           impact on our financial position, results of operations or cash flows
           for the nine- or three-month periods ended September 30, 2002.

           Statement of Financial  Accounting  Standards No. 142,  "Goodwill and
           Other  Intangible  Assets,"  addresses the financial  accounting  and
           reporting  for  acquired   goodwill  and  other  intangible   assets.
           Amortization  of  goodwill,   including  goodwill  recorded  in  past
           business  combinations,  will cease upon adoption of this  statement.
           This statement is effective for fiscal years beginning after December
           15,  2001.  Effective  January 1, 2002,  we adopted  SFAS 142.  Other
           provisions  of this  statement  require  that  goodwill  be  measured
           periodically  for  impairment.  We  currently  do not  have  goodwill
           recorded subject to potential goodwill impairment.

            Statement  of  Financial  Accounting  Standards  No. 141,  "Business
            Combinations,"  requires all business  combinations  initiated after
            September 30, 2001 to be accounted for under the purchase  method of
            accounting. SFAS No. 141 also sets forth guidelines for applying the
            purchase  method of  accounting in the  determination  of intangible
            assets,  including goodwill acquired in a business combination,  and
            expands  financial  disclosures   concerning  business  combinations
            consummated  after June 1, 2001.  Management  does not believe  that
            this  statement  will  have  a  material  effect  on  our  financial
            statements.


                                       12
<PAGE>

<TABLE>
<CAPTION>

                               PANAMED CORPORATION
                          (A Development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                AS OF SEPTEMBER 30, 2002 AND FOR THE PERIOD FROM
            AUGUST 21, 2001 (DATE OF INCEPTION) THROUGH JUNE 30, 2002
                                   (Unaudited)

Note   4 - NOTES RECEIVABLE - RELATED PARTIES


                                                        September 30,        December 31,
                                                            2002               2001
                                                           -------            -------
(Unaudited)
           Note receivable from Thomas Sims, President
            and Chairman of the Board, due on demand,
<S>                                                          <C>             <C>
 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>

       5 - 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 base upon the latest  financial  information  available
           from Quintek as of June 30, 2002.

<TABLE>
<CAPTION>

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

                                                  June 30, 2002             December 31, 2001
                                                  -------------             -----------------
                                                               (Unaudited)
<S>                                                <C>                        <C>
           Balance sheet:

                  Assets                           $   394,344                $  527,560

                  Liabilities                       $1,216,036                $1,300,565

                  Deficit                             (821,692)                 (773,005)

                                                  June 30, 2002             December 31, 2001
                                                  -------------             -----------------
                                                               (Unaudited)

           Net Equity                              $   390,344                $   527,560

           Income statement:
                 Revenue                               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            $    (16,140)            $      (9,418)
</TABLE>


                                       13
<PAGE>

<TABLE>
<CAPTION>

                               PANAMED CORPORATION
                          (A Development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                AS OF SEPTEMBER 30, 2002 AND FOR THE PERIOD FROM
            AUGUST 21, 2001 (DATE OF INCEPTION) THROUGH JUNE 30, 2002
                                   (Unaudited)


Note   6 - NOTES PAYABLE

                                                                                           September 30, 2002     December 31, 2001
                                                                                           -----------------      -----------------
                                                                                                         (Unaudited)
<S>                                                                                             <C>                   <C>
Note payable to United  Pentecostal  Assembly of  Bellflower,  due on
 December 6, 2002, interest at 6% per annum, with150,000 shares
 of common stock as collateral                                                                  $100,000              $     --

Note payable to Dr. G Hogenson, due on
  August 20, 2002, interest at 18% per annum                                                     100,000

Note payable to Information Imaging Corp , due
  on August 24, 2002, with loan fee of $5,000                                                     13,000

Note payable to Kent Freeman, due on January
  9, 2003, with loan fee of $2,500                                                                  5,000

Note payable to John Badger, due on September
  21, 2002, interest at 6% per annum                                                               10,000                   --
                                                                                           -----------------      -----------------
                                                                                                 $228,000             $     --
                                                                                           -----------------      -----------------
</TABLE>

       7 - RENTAL AND LEASE INFORMATION

           We lease certain office facilities and equipment.  Rental expense for
           the three and nine months  ended  September  30, 2002 were $3,245 and
           $26,484, respectively.

           At September 30, 2002, we were committed to minimal  rental  payments
           under certain  noncancellable  operating  leases. As of September 30,
           2002,  the  minimum  future  rental   commitments  for  each  of  the
           succeeding  five  years  subsequent  to  September  30,  2002 were as
           follows:

                               2003                            $ 29,948
                               2004                              29,342
                               2005                              29,040
                               2006                              27,830
                               2007                                   -
                               Thereafter                             -
                                                               --------
                                    Total                      $116,160




                                       14
<PAGE>


                               PANAMED CORPORATION
                          (A Development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                AS OF SEPTEMBER 30, 2002 AND FOR THE PERIOD FROM
            AUGUST 21, 2001 (DATE OF INCEPTION) THROUGH JUNE 30, 2002
                                   (Unaudited)

Note   8 - COMMITMENTS AND CONTINGENCIES

           As of September 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.

       9 - NET LOSS PER SHARE

           Basic net loss per share is based on the weighted  average  number of
           common shares  outstanding  of 24,216,208  for the three months ended
           September  30, 2002.  The weighted  average  number of common  shares
           outstanding  for  the  nine  months  ended  September  30,  2002  was
           22,851,473.  The weighted average number of common shares outstanding
           for the  period  from  August 21,  2001(date  of  inception)  through
           September 30, 2002 was 20,891,457. The basic and diluted earnings per
           share  calculations  are the same because the Company has no dilutive
           securities outstanding.

       10 -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.

       11 -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 September 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.



                                       15
<PAGE>


                               PANAMED CORPORATION
                          (A Development stage company)
                          NOTES TO FINANCIAL STATEMENTS
                AS OF SEPTEMBER 30, 2002 AND FOR THE PERIOD FROM
            AUGUST 21, 2001 (DATE OF INCEPTION) THROUGH JUNE 30, 2002
                                   (Unaudited)
<TABLE>
<CAPTION>

Note   12 -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:


                                                                                      Period from
                                                                                     August 21, 2001
                                                            9 months ended           (Inception) to
                                                             September 30,            September 30,
                                                                2002                      2002
                                                              ---------                ----------
<S>                                                          <C>                    <C>
           (Increase) Decrease:
                Prepaid expenses                             $   21,000             $           -
           Increase (Decrease):
                Accounts payable                                 47,465                    47,465
                Other current liabilities                        70,219                    96,107
                Common stock payable                                  -                         -
                                                              ---------                ----------
                                                               $138,684                  $143,572
                                                              =========                ==========
</TABLE>

           For the period from August 21, 2001 (date of  inception) to September
           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 nine months ended  September 30,
           2002, the Company had non-cash financing  transactions related to the
           issuance of common stock for $50,000.

       13 -SUBSEQUENT EVENTS

           Subsequent to September 30, 2002 the Company  issued 12,400 shares of
           common stock for cash at $.001 per share;  shares as loan collateral;
           and 50,000 shares as compensation for services rendered.

                                       16
<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 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 primarily 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 MSL, Inc. and Havel Investments, Limited. MSL, Inc.
is the Research and  Development  and  manufacturing  aspect of the business and
Havel Investments,  Ltd is the business management side of the technology. These
two entities work in concert and hereafter will be  collectively  referred to as
"Supplier".  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
the Supplier'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.  Further  business  ventures of PanaMed  Corporation  are
described below.

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.

An experienced  physician who will visit the patients each day to monitor/record
progress and resolve medical  problems is supervising  the program.  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. Also, an Administrator
is working the treatment  program on a full-time basis.  Blood samples are taken
at regular  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.

                                       17
<PAGE>

RISK FACTORS

PanaMed  Corp.  acknowledges  the  following  risk factors and  addresses  these
factors below.


1. General Economic Conditions

The financial  success of PanaMed may be sensitive to adverse changes in general
economic conditions, such as inflation,  unemployment,  interest rates and other
factors which influence public companies.  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.

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 the Suppliers.  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 these trying circumstances will
require  continued  improvement  and expansion of management,  operational,  and
financial systems and controls.

3. Explosive Growth

In the event that the therapeutics prove to be successful,  then the pent up and
dramatic  demand for such a product as "Viro-Net"  will require the expansion of
production,  management,  operations,  capital  requirements  and other  factors
related  to  explosive   growth.  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.

4. 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.

                                       18
<PAGE>

5. No Substantial Tax Benefits

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

6. 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
the Supplier.  The competitors may succeed in obtaining FDA or other  regulatory
approvals for product  candidates before PanaMed or our Supplier does.  Products
resulting from the Supplier's research and development  efforts, if approved for
sale,  may not compete  successfully  with our  competitors'  existing or future
products.

7. 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
(Executive VP of International  Sales) and Todd Davis (Executive VP of 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.

8. 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 by  using  convertible  debt  instruments  or by  other  means of
financing.  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.

                                       19
<PAGE>

9. 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 the  company.  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,  Phillip J. 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 corporate  actions requiring  stockholder  approval,
such as recapitalization and/or other decisions that would 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.

10. Ownership of Quintek, Inc. shares.

PanaMed, in its original  capitalization  entered into a stock-swap  arrangement
with Quintek,  Inc. PanaMed  currently owns  approximately 1.5 million shares of
Quintek.  Quintek,  Inc. and its  President are under SEC  investigation  and/or
possible  sanctions  for  disseminating  a press  release  that  contained  some
erroneous information.  PanaMed is considering the best possible means to either
divest  itself of the Quintek stock or to otherwise  deal with this  association
that  could  contain   negative   connotations   for  the  PanaMed   Corporation
stockholders.

11. 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,
25,176,245 shares of common stock and 0 shares of Preferred stock are issued and
outstanding as of November 10, 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 the 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.

                                       20
<PAGE>

12. 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 PanaMed pays such costs of settlement and damage awards  against  PanaMed's
officers or directors pursuant to such provisions.

13. Conflicts Of Interest

The Board of Directors of PanaMed Corporation is 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 that 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 might be
associated,  over those of PanaMed.  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.

14. 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.

15. Disposition Of Stock

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

16. Availability To Acquire Materials

PanaMed and the suppliers 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.

                                       21
<PAGE>

17. 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.

18. Distribution Agreement

PanaMed has an exclusive  distribution  agreement  with the suppliers that allow
PanaMed to test and  distribute  the  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  and in the  future  in
Australia,  New Zealand and  throughout  Africa.  These  endeavors will not only
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
suppliers products.

19. Reporting of Results Risk

PanaMed has received initial blood test results and doctors notes on the initial
HIV/AIDS  Ivorian  patients  discussed herein and have used these records as the
primary basis for  establishing  PanaMed as an operating  public company and for
assisting  us in the  launching  of the  company.  PanaMed  is  relying  on data
provided by the attending physician and the laboratory in the Ivory Coast. While
we have  complete  confidence  in the  laboratory  results  sent to us,  PanaMed
management has not witnessed the patient's recovery first hand.

20. Product Risk

Viro-Net  is based on novel  technology  that is in the early  stages of product
verification.  Based on the testimony of lab  technicians and treatment of three
individuals  that where treated  several years ago,  there appears what might be
long-term  recovery with no known side effects.  Regarding the patients in Ivory
Coast,  the long-term  safety and  effectiveness  have not yet been  determined.
PanaMed  does not know how much it will cost or how long it will take before the
product is accepted, or if the appropriate  regulatory officials and citizens in
Africa  will ever accept the  products.  We do  however,  believe,  based on the
preliminary  results that Viro-Net will be accepted and endorsed.  But we cannot
be sure, at this time, of the long-term safety and efficacy issues.

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

                                       22
<PAGE>

21. Product Testing

PanaMed,  has commenced a treatment  program in Ivory Coast to  demonstrate  the
safety and  effectiveness  of using  Viro-Net for treating  HIV/AIDS and related
disorders.  PanaMed,  prior  to June of 2002  did not  have  any  experience  in
conducting  treatment  programs  or  clinical  trials and we are  relying on the
experience  and knowledge and contacts 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.  As of November 10, 2002,  PanaMed does not have the financial
backing to conduct formal  clinical  trials.  As a result,  our 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.

22. Intellectual Property

Development and protection of the Suppliers intellectual property is critical to
PanaMed's success.  If the Supplier does not adequately protect its intellectual
property,   competitors   may  be  able  to   manufacture   and  distribute  the
technologies. PanaMed's success depends in part on the Suppliers ability to:

1)       Obtain and  maintain  patent  protection  for its products or processes
         both in the United States and other countries,

2)       Protect their trade secrets

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 the
Supplier  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.

Patents  issued to the Supplier may be  challenged  and  subsequently  narrowed,
invalidated  or  circumvented.  Litigation,  interference  proceedings  or other
governmental proceedings with respect to the Supplier's proprietary technologies
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 the Supplier's patent
estate or to determine the scope and validity of the  Intellectual  Property and
the Supplier may not have the required  resources to pursue such litigation.  An
adverse  outcome  in  litigation  with  respect  to the  validity  of any of the
Suppliers  patents could subject  PanaMed to significant  liabilities or require
PanaMed to cease in distributing a product or technology.



                                       23
<PAGE>



The supplier  may need to acquire  licenses to these  patents or  challenge  the
validity of these  patents and they 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.
The Supplier may not be able to meet its  obligations  under those licenses that
they do enter into. If the Supplier where to enter into a license  agreement for
intellectual  property underlying any of its products,  and that license were to
be  terminated,  PanaMed  could lose our right to market  and sell any  products
based on the licensed technology.

23. Patent Infringement

Although may attempt to monitor the patent filings of its  competitors and 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 to
the Suppliers.  If a patent infringement claim is upheld and enforced this would
be detrimental to the Supplier and to PanaMed Corporation.

24. Technological Obsolescence.

The 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 the  Suppliers,  although  they are
developing  new  products  and  second  and  third  generation  of the  existing
products, will have the facilities,  technical staff, financial means, or desire
to develop any new products and/or associated improvements in the future.


25. Dependence on Third Parties to Manufacture 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 that
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  limited  experience  in  marketing,   sales  and  distribution  of
pharmaceutical  products,  and does not intend to develop an extensive sales and
marketing  infrastructure  to distribute  its products.  We will rely heavily on
third  parties  such  as  qualified  and  experienced  consultants,   licensees,
collaborators,  joint venture partners and/or  independent  distributors.  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  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
<PAGE>

26. 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.

27. 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,  pre-clinical  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  we  would  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.

28. 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 stronger 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 that 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.

                                       25
<PAGE>

29. 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.

30. 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 that 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,

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

3) The full  $22,000,000  must be paid by February 15, 2002 or the Supplies will
have the option to reduce the territory covered under the licensing agreement in
proportion  to the  amount  of money  that 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)
that 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.

                                       26
<PAGE>

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 nine months ended September 30,
2002 and for the  period  from  August  21,  2001  (date of  inception)  through
September 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 and developmental
efforts.

Operating  expenses totaled $595,544 for the three-month  period ended September
30, 2002.  Operating expenses totaled $4,205,449 for the nine-month period ended
September 30, 2002.  Operating  expenses totaled  $4,259,798 for the period from
the date of inception through September 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 September 30, 2002, PanaMed had cash on hand of $9,387 and working capital of
$(339,018) 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  $1,198,060  and $221,083 for the nine
and three  months  ended  September  30,  2002,  respectively,  is  attributable
primarily  to net loss due to  expenditures  for  formulation  of  therapeutics,
finder's fees, and legal and professional services.

Net cash  provided by  investing  activities  of $79,123 and $0 for the nine and
three  months ended  September  30, 2002,  respectively,  consists  primarily of
proceeds from sale of investments.


Net cash provided by financing  activities  of  $1,127,994  and $230,470 for the
nine and three months ended  September  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.

                                       27
<PAGE>

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


Subsequent Events

In August 2002, Mr. and Mrs. James W. Holzhauer loaned to the Corporation, via a
Promissory  Note,  $30,000.  30,000  shares of PanaMed  Common stock secure this
note.

In November 2002, Mr. Jack Morris loaned the Corporation, via a Promissory Note,
$75,000. In addition, Mr. Morris received 50,000 shares of stock as incentive to
place this loan with PanaMed.

In October 2002,  communications  where initiated with Securities  First for the
purpose of assisting  PanaMed  Corporation in the  development of our stock.  In
November 2002 Phillip  Butler  placed  250,000  shares of his personal  founders
shares with them for the purpose assisting in this stock program.

In  November  2002,  the  Auditor  of  PanaMed   Corporation  was  changed  from
Sprayberry,  Barnes,  Marietta and Luttrell of Oxnard,  California  to: Larry E.
Nunn and Associates of Columbus, Indiana. Phone number: 812-376-3061.

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.




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
/s/ Phillip Butler
------------------------
    Phillip Butler
Date:  November 15, 2002


                                       28
<PAGE>


                                 CERTIFICATIONS

     I, Phillip J. Butler,  Chairman of the Board,  Acting  President  and Chief
Executive Officer, certify that:

1.       I have  reviewed  this  quarterly  report  on Form  10-QSB  of  PanaMed
         Corporation.

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

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

4.        The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

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

b)               Evaluated  the  effectiveness  of the  registrant's  disclosure
                 controls  and  procedures  as of a date within 90 days prior to
                 the  filing  date of this  quarterly  report  (the  "Evaluation
                 Date"); and

c)               Presented in this quarterly  report our  conclusions  about the
                 effectiveness  of the disclosure  controls and procedures based
                 on our evaluation as of the Evaluation Date;

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

a)               All  significant  deficiencies  in the design or  operation  of
                 internal  controls which could  adversely  affect  registrant's
                 ability to record, process, summarize and report financial data
                 and have identified for the registrant's  auditors any material
                 weaknesses in internal controls; and

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

6.        The  registrant's  other  certifying  officers and I have indicated in
          this quarterly report whether or not there were significant changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

Date: November 15, 2002


By: /s/ Phillip J. Butler
   ------------------------------------------------
           Phillip J. Butler
           Chairman of the Board, Acting President,
           and Chief Executive Officer
                                       29