UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q/A-1  [X]
 QUARTERLY
  REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934FOR
  THE QUARTERLY PERIOD ENDED March 31, 2012OR[
   ]
 TRANSITION
  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  Commission
file number333-176312 PANAMA DREAMING INC. (Exact name of Registrant as specified
in its charter)  NEVADA (State or other jurisdiction of
incorporation)  Edificio Torre El Cangrejo
  Segundo Piso, Oficina Numero 2
  Panama City, Panama 0823-03260(Address of principal executive
  offices)
  (507) 392-7086(Registrant's telephone number, including area code) Check whether the issuer (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the last 90 days.YES [X] NO [ ] Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
"large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in
Rule 12b-2 of the Exchange Act. Large
  accelerated filer    [  ]
 Accelerated filer                      [
    ]Non-accelerated
  filer       [  ]
 Smaller reporting company   [X]
 Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES [X] NO [   ]


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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).YES [   ] NO [X] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 5,000,000 as of May 2, 2012.


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EXPLANATORY NOTE  This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2012, which was previously filed with the Securities and Exchange Commission on May 3, 2012 (the “Original Filing”). This Amendment is being filed solely for the purpose of refilling the Cover Page to the Form 10-Q to declare that the Company is a shell company.  In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment. Except as described above, the Original Filing has not been amended, updated or otherwise modified.   ITEM 6.          EXHIBITS The following documents are included herein: Incorporated by referenceExhibit

   Document Description

   Form

   Date

   Number

   Filed herewith3.1

   Articles of Incorporation.

   S-1

   8/15/11

   3.13.2

   Bylaws.

   S-1

   8/15/11

   3.24.1

   Specimen Stock Certificate.

   S-1

   8/15/11

   4.110.1

   Consulting Agreement.

   S-1

   8/15/11

   10.131.1

   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   

   

   

   X32.1

   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   

   

   

   X99.1

   Subscription Agreement

   S-1

   8/15/11

   99.1101

   INTERACTIVE DATA FILES

   10-Q

   05/03/12

   101101.INS – XBRL Instance Document101.SCH - XBRL Taxonomy Schema101.CAL - XBRL Taxonomy Calculation Linkbase101.DEF - XBRL Taxonomy Definition Linkbase101.LAB - XBRL Taxonomy Label Linkbase101.PRE - XBRL Taxonomy Presentation Linkbase


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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 15thday of May, 2012 atPanama City, Panama.  PANAMA DREAMING INC.(Registrant)BY:

   /s/ MIGUEL MIRANDAMiguel Miranda,President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary/Treasurer, and sole member of the Board of Director
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EXHIBIT INDEX   Incorporated by referenceExhibit

   Document Description

   Form

   Date

   Number

   Filed herewith3.1

   Articles of Incorporation.

   S-1

   8/15/11

   3.13.2

   Bylaws.

   S-1

   8/15/11

   3.24.1

   Specimen Stock Certificate.

   S-1

   8/15/11

   4.110.1

   Consulting Agreement.

   S-1

   8/15/11

   10.131.1

   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   

   

   

   X32.1

   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   

   

   

   X99.1

   Subscription Agreement

   S-1

   8/15/11

   99.1101

   INTERACTIVE DATA FILES

   10-Q

   05/03/12

   101101.INS – XBRL Instance Document101.SCH - XBRL Taxonomy Schema101.CAL - XBRL Taxonomy Calculation Linkbase101.DEF - XBRL Taxonomy Definition Linkbase101.LAB - XBRL Taxonomy Label Linkbase101.PRE - XBRL Taxonomy Presentation Linkbase
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