Panacea Life Sciences (PLSH) SC 13DPANACEA LIFE SCIENCES / Buttorff Leslie ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. ________)*

Panacea Life Sciences Holdings, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

69810P109

(CUSIP Number)

5910 South University Blvd, C18-193

Greenwood Village CO 80121

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 23, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer. This Schedule 13D relates to the common stock, par value $0.001 per share, of Panacea Life Sciences Holdings, Inc. (“PLSH”). The last known address of the principal executive office is 16194 West 45^th Drive, Golden, CO 80403.

Item 2. Identity and Background.

This Schedule 13D is filed jointly by J&N Real Estate Company, LLC (“JN”) and Leslie Buttorff (the “Reporting Persons”). The business address of the Reporting Persons is 5910 S University Blvd, C18-193, Greenwood Village, CO 80121. Leslie Buttorff is the sole owner of JN which acquired the shares from Quintel-MC, Inc. (Quintel) Leslie Buttorff was the sole owner of Quintel.

During the last five years, the Reporting Persons have not been convicted in a criminal proceeding or been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which neither it nor either of them was or is subject to a judgment, decree or final order enjoining future violations at, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source or Amount of Funds or Other Consideration.

JN acquired its shares in connection with the acquisition of Panacea Life Sciences, Inc by Exactus, Inc. on June 30, 2021.

Item 4. Purpose of Transaction.

Acquired in the ordinary course of business for investment purposes.

Item 5. Interest in Securities of the Issuer.

JN acquired shares in the following transactions:

During the past 60 days, Leslie Buttorff acquired shares in the following transactions:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Leslie Buttorff is the beneficial owner of all shares held by JN. Ms. Buttorff is the Director and Chief Executive Officer of the Issuer since July 1, 2021.

Item 7. Material to Be Filed as Exhibits.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.