Annual Statement of Changes in Beneficial Ownership (5)

FORM 5 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). [ ] Form 3 Holdings Reported [ ] Form 4 Transactions Reported	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response... 1.0
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Buttorff Leslie	2. Issuer Name and Ticker or Trading Symbol PANACEA LIFE SCIENCES HOLDINGS, INC. [PLSH]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    __X__ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(Last)          (First)          (Middle) 5910 SOUTH UNIVERSITY BLVD, C18-193	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2022
(Street) GREENWOOD VILLAGE, CO 80121 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed(MM/DD/YYYY)	6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	1/18/2022		P	1100	A	$0.713	662049	D
Common Stock	1/19/2022		P	1000	A	$0.71	663049	D
Common Stock	1/20/2022		P	2300	A	$0.655	665349	D
Common Stock	1/25/2022		P	700	A	$0.8499	666049	D
Common Stock	2/11/2022		P	200	A	$0.688	666249	D
Common Stock	2/16/2022		P	100	A	$0.698	666349	D
Common Stock	5/16/2022		P	200	A	$0.4159	666549	D
Common Stock	5/17/2022		P	100	A	$0.4999	666649	D
Common Stock	5/23/2022		P	100	A	$0.5	666749	D
Common Stock	6/6/2022		P	300	A	$0.4251	667049	D
Common Stock	6/14/2022		P	500	A	$0.1821	667549	D
Common Stock	6/16/2022		P	500	A	$0.126	668049	D
Common Stock	6/17/2022		P	9600	A	$0.2820	677649	D
Common Stock	6/21/2022		P	3700	A	$0.39	681349	D
Common Stock	6/29/2022		P	2500	A	$0.2999	683849	D
Common Stock	7/14/2022		P	200	A	$0.4468	686549	D
Common Stock	7/15/2022		P	400	A	$0.416	686949	D
Common Stock	7/22/2022		P	400	A	$0.294	687349	D
Common Stock	7/26/2022		P	1100	A	$0.12	688449	D
Common Stock	8/9/2022		P	1000	A	$0.1399	689449	D
Common Stock	8/11/2022		P	2000	A	$0.126	691449	D
Common Stock	8/18/2022		P	1000	A	$0.1699	692449	D
Common Stock	8/19/2022		P	6500	A	$0.1569	698949	D
Common Stock	9/13/2022		P	1000	A	$0.1005	699949	D
Common Stock	11/23/2022		P	3000	A	$0.10	702949	D
Common Stock	11/29/2022		P	2000	A	$0.125	704949	D
Common Stock	12/1/2022		P	1000	A	$0.095	705949	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (MM/DD/YYYY)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Buttorff Leslie 5910 SOUTH UNIVERSITY BLVD, C18-193 GREENWOOD VILLAGE, CO 80121	X	X	Chief Executive Officer

Signatures
/s/ Leslie Buttorff		1/30/2023
**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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