U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PANAMERA HEALTHCARE CORPORATION
  (Exact name of registrant as specified in its charter)

Nevada
 
8741
 
46-5707326
(State or other jurisdiction of
incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification No.)

4180 Orchard Hill Drive.
Edmond, OK 73025
Tel:  (405) 413-5735
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Curtis Summers
President and Chief Executive Officer
Panamera Healthcare Corporation
4270 Orchard Hill Drive.
Edmond, OK 73025

   (405) 413-5735
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
James B. Parsons
Parsons/Burnett/Bjordahl/Hume, LLP
10655 NE 4 th Street, Suite 801
Bellevue, WA 98004
Phone: (425) 451-8036  Fax: (425) 451-8568

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨
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" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):
Large Accelerated File [  ]
Accelerated Filer [  ]
Non-accelerated Filer [  ] (Do not check if a smaller reporting company)
Smaller Reporting Company [X]


CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered
Amount to
be registered
(2)
 
Proposed
maximum offering
price per unit
   
Proposed
maximum|
aggregate
offering price
(3)
   
Amount of
registration fee
(1)
 
Common Stock, par value $0.0001 per share sold by the company
2,500,000 shares
 
$
0.04
   
$
100,000
   
$
12.88
 
Common Stock, par value  $0.0001 per share sold by selling shareholders
1,490,000 shares
 
$
0.04
   
$
59,600
   
$
7.68
 
TOTAL
3,990,000 shares
 
$
0.04
   
$
159,600
   
$
20.56
 

(1) Registration Fee has been paid via Fedwire.
(2) This is the initial offering and no current trading market exists for our common stock. The price paid for the currently issued and outstanding common stock was $0.0001 per share for 14,000,000 shares to officers and directors and $0.0001 for 1,490,000 shares to unaffiliated investors.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as amended.


THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE .




The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS
Subject to Completion, dated October  __, 2014

PANAMERA HEALTHCARE CORPORATION
3,990,000 Shares of Common Stock
This is our initial public offering.  We are registering a total of 3,990,000 shares of our common stock.  Of the shares being registered, 1,490,000 are being registered for sale by the selling shareholders, and 2,500,000 are being registered for sale by the Company.  The offering is being made on a self-underwritten, "best efforts" basis.  There is no minimum number of shares required to be purchased by each investor.  The shares will be sold on our behalf by our officers, Curtis Summers, Ernest Diaz, and Douglas Baker.  They will not receive any commissions or proceeds for selling the shares on behalf of the Company.  All of the shares being registered for sale by the Company will be sold at a price per share of $0.04 for the duration of the Offering.  Assuming all shares being offered by the Company are sold, the Company will receive $100,000 in net proceeds.  All offering expenses are being paid for by cash on hand or by loans from an entity owned by our officers.  No offering expenses will be paid out of the proceeds of this Offering; therefore, net proceeds are the same as gross proceeds.  The shares being offered by the Company will be offered for a period of two hundred and seventy (270) days from the original effective date of this Prospectus, unless extended by our directors for an additional 90 days.

The selling shareholders will sell their shares at a price per share of $0.04 for the duration of this Offering.  We will not receive any proceeds from the sale of the 1,490,000 shares sold by the selling shareholders.  If all shares being offered by the selling shareholders are sold, shareholders will receive an aggregate $59,600.  The selling shareholders are deemed to be "underwriters" within the meaning of the Securities Act, in connection with the sale of their shares of stock.  The selling shareholder offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 360 days from the effective date of this Prospectus.
We are registering 2,500,000 shares for sale by the Company at a price per share of $0.04 for the duration of the Offering, 1,000,000 shares minimum and 2,500,000 shares maximum.  In the event that 1,000,000 shares are not sold within 270 days after effective date of this Prospectus, at our sole discretion, we may extend the offering for an additional 90 days.  If we decide to extend the offering for this additional period, we will file a post-effective amendment of our registration statement informing you of this extension.  In the event that 1,000,000 shares are not sold within 270 days after the date of this prospectus or within the additional 90 days if extended, all money received by us will be returned to you the next business day after the offering's termination, without charge, deduction or interest.  If at least 1,000,000 shares are sold within 270 days after the date of this prospectus or within the additional 90 days if extended, all money received by us will be retained by us and there will be no refund.  There are no minimum purchase requirements for each individual investor.  The gross proceeds of this offering will be deposited at Bank SNB in an account established by us, until we have sold at least 1,000,000 shares of common stock.  Once we sell at least 1,000,000 shares of common stock, the funds will be released to us.  We will receive net proceeds of approximately $40,000 if the minimum number of shares is sold and approximately $100,000 if the maximum number of shares is sold in the offering.
There are no underwriting commissions involved in this offering.  Our common stock will be sold on our behalf by our officers and directors.  The intended methods of communication with potential investors include, without limitation, telephone calls and personal contacts.  Our officers and directors will not receive any commissions or proceeds from the offering for selling the shares on our behalf.
Before this offering, there has been no public market for our shares of common stock.  Assuming we raise the minimum amount in this offering, we will attempt to have our shares of common stock quoted on the Over the Counter-Bulletin Board ("OTCBB"), operated by FINRA (Financial Industry Regulatory Authority) following this offering.  No assurance can be given that the shares will be quoted on the OTCBB .  To be quoted on the OTCBB, a market maker must apply to make a market in our common stock.  We have not engaged a market maker to date to file an application on our behalf and there is no guarantee that a market maker will file an application on our behalf.
______________
An investment in these securities involves a high degree of risk.
Please carefully review the section titled "Risk Factors" beginning on page 6.
______________
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________
The date of this prospectus is __________, 2014

 

TABLE OF CONTENTS
 
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7
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USE OF PROCEEDS 15
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32
33
39
41
41
41
F-1
 
Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.
 
You should rely only on information contained in this prospectus.  We have not authorized any other person to provide you with different information.  This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted.  The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

 
2

PROSPECTUS SUMMARY
You should read the following summary together with the more detailed information contained elsewhere in this prospectus, including the section titled "Risk Factors," regarding us and the common stock being sold in this offering.
Unless the context otherwise requires, when we refer to "Panamera," "our company," "PHC", "we," "us" or "our," we are referring to PANAMERA HEALTHCARE CORPORATION, a Nevada corporation.  We are an "emerging growth company" under the federal securities laws and will be subject to reduced public company reporting requirements.
PANAMERA HEALTHCARE CORPORATION
Business Overview
PANAMERA HEALTHCARE CORPORATION offers management and consulting services to healthcare organizations that are increasingly facing various stresses including financial, organizational, and information technology challenges. The reasons for these stresses are multifactorial and include long-standing trends in healthcare, but also include recent challenges brought about by the Affordable Care Act, the mandated implementation of  ICD-10-CM/PCS (International Classification of Diseases, 10th Edition, Clinical Codification/Procedure Coding System, "ICD-10"), and economic factors related to varying and uncertain reimbursement rates.
Our initial contracts are with consulting firms that offer services similar to ours but lack expertise in certain areas. The market is so vast that at this point in our development we do not consider such collaboration as a threat to our business, and we believe that collaboration may result in long-term benefits to us.
We are offering our shares and seeking to become a reporting issuer under the Securities Exchange Act of 1934, as amended, because we believe that this will provide us with greater access to capital, that we will become better known, and be able to obtain financing more easily in the future if investor interest in our business grows enough to sustain a secondary trading market in our securities.  Additionally, we believe that being a reporting issuer increases our credibility and that we may be able to attract and retain more highly qualified personnel.

With the net proceeds of this offering, we intend to expand the reach of our services.  We will increase our marketing budget to create more market awareness of our company through professional social networking and developing an on-line presence by constructing a website.

We are a newly-formed company with limited revenue and operations, and minimal assets.  To date, we have not earned significant revenue, or generated significant cash flow.  An investment in our shares of common stock in this offering involves a high degree of risk.
Our Services
We will offer our clients in the healthcare industry a wide array of services including but not limited to:
· new practice start-up services and group practice reorganizations;
· physician group advisory services, performance improvement, compensation, electronic medical records and clinical practice integration;
· hospital and surgical center interim management, turnaround strategies, workforce management, regulatory compliance and accreditation preparation, and start-up, transition, and closure support;
· transition to value-based care, value-based payment modeling, and measurable outcomes;
· strategic and business planning as organizations cope with a transition to accountable care;
· feasibility studies, fairness opinions, and valuations;
· ICD-10 implementation and training.

3

Our Market
The United States has among the highest per capita health care expenditures in the world, easily exceeding many advanced countries by 100% (e.g. United  Kingdom - *World Bank -).  In recognition of this fact, federal, state, and local governments have been seeking ways to maintain quality healthcare and reduce costs. The accountable care organization (ACO) model is one among several proposed mechanisms to achieve this goal. It is a concept that is evolving, but it can be generally defined as an association of health care providers, including primary care providers, specialists, and hospitals that work together collaboratively and accept collective accountability for the cost and quality of care. The complexities of implementing such sweeping changes rapidly have created an opportunity for knowledgeable consultants to economically and simultaneously assist multiple organizations as they explore their options in a rapidly changing healthcare delivery environment.
A 2011 survey of its members by the Medical Group Management Association (MGMA) identified 44 major issues facing its members.  The top five challenges as reported by MGMA were:
1. Preparing for new reimbursement models
2. Participating in the electronic health record (EHR) "meaningful use" program
3. Managing increasing operating costs
4. Selecting and implementing a new EHR system
5. Implementing and/or optimizing an accountable care organization

The above issues are part of the long-standing debate in the United States about containing the cost of healthcare, which according to World Bank* statistics was 17.9% of U.S. gross domestic product (GDP) in 2012.  For 2012, according to the World Bank, U.S per capita spending for healthcare was $8,895 while the United Kingdom spent $3,647 and France spent $4,690.
We believe the market for healthcare management services for providers, small hospitals, and surgical centers not affiliated with larger organizations, which lack the time or proficiency to manage their facilities in a profitable manner, is underserved.  We believe this to be especially true for the Oklahoma City area and the surrounding counties in Oklahoma due to the rural geography of the region and the many medical providers struggling to rapidly comply with new mandates, such as the implementation if  ICD-10. The mandated implementation of ICD-10 has been postponed for the second time until October of 2015 and the complexities of implementation are becoming widely recognized. We believe that this recognition creates a favorable environment for offering our services.
Our focus initially is regionally in Oklahoma County.  However, we believe our services are needed in many locations statewide and nationally.  We do not intend to compete with large national healthcare management companies whose primary focus is on large commercial firms, generally located in urban areas.
Our Customers
We currently have management services agreements with two customers, MediLinc Resources, Inc. and Claims Link Inc., which account for recurring monthly revenue of not less than $600 or more than $5,000 monthly from each client. Each agreement has an automatic renewal for successive one-year terms, unless terminated in writing.
 
 
*   http://data.worldbank.org/indicator/SH.XPD.PCAP
4

Corporate Information
We were incorporated in the State of Nevada on May 20, 2014.  Our principal executive office is located at 4180 Orchard Hill Drive. Edmond, OK 73003 .   Our main telephone number is (405) 413-5735 .
The Offering
 Securities being offered   
3,990,000 shares of common stock: 2,500,000 shares, which we are offering, and 1,490,000 shares, which are being offered by the selling shareholders.
 
   
Offering price   
$0.04 per share.
 
Offering period   
The selling shareholders offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 360 days from the effective date of this prospectus.  The Company's Offering will terminate on the earlier of the sale of all of the shares offered by the Company or 270 days after the date of the Prospectus, unless extended by our Board of Directors for an additional 90 days
 
   
Net proceeds to us   
Approximately $40,000 assuming the minimum number of shares is sold.  Approximately $100,000 assuming the maximum number of shares is sold.
 
   
Use of proceeds   
We will use the net proceeds of this offering to expand our marketing efforts and for working capital.
 
   
Common stock outstanding before the offering
15,490,000 shares.
 
   
Common stock outstanding after the offering
 
16,490,000 shares (minimum);
17,990,000 shares (maximum).
 
  
Trading symbol   
We will attempt to have our shares quoted on the Over the Counter-Bulletin Board following this offering.  OTCBB is a market for companies that are current in their reporting with the U.S. Securities and Exchange Commission.
 
No assurance can be given by us that the shares will be quoted on the OTCBB.  To be quoted on the OTCBB, a market maker must apply to make a market in our common stock.  We have not engaged a market maker to date to file an application on our behalf and there is no guarantee that a market maker will agree to file an application on our behalf or, if filed, it will be approved.
 
  
Risk factors   
Investing in our common stock involves a high degree of risk.  Please refer to the sections "Risk Factors" and "Dilution" before making an investment in our common stock.

The proceeds of the offering will be deposited at Bank SNB in a separate account established by us.  The funds will be held in the account until we receive a minimum of $40,000 at which time the funds will be released to us.  Any funds received in excess of $40,000 will immediately be available to us.  If we do not receive the minimum amount of $40,000 within 270 days after the date of this prospectus, we may extend the offering for an additional 90 days.  If we have not received the minimum amount at the end of the 90-day extension, all funds will be returned to you from Bank SNB within five (5) business days after the Offering's termination, without charge, deduction or interest.  During the 270-day period after the date of this prospectus and possible additional 90-day period, no funds will be returned to you.  You will only receive a refund of your subscription if we do not raise a minimum of $40,000 within the 270-day period after the date of this prospectus, which period could be extended by an additional 90 days at our discretion for a total of 360 days.  If we decide to extend the offering for this additional 90-day period, we will file a post-effective amendment of our registration statement informing you of this extension.  Investors will not be entitled to a refund of their investment until the conclusion of such 90-day period, at which time investors will be entitled to a refund only if we have not achieved the minimum offering.
5


Summary Financial Information
The summary financial information set forth below is derived from and should be read in conjunction with our financial statements, including the notes to the financial statements, appearing at the end of this prospectus.
 
 
May 20, 2014
(Inception) to
July 31, 2014
 
Statement of Operations Data:
 
 
Revenue earned during the development stage                                                                                                                                       
 
$
8,000
 
Total operating expenses                                                                                                                                       
   
22,914
 
Net loss                                                                                                                                       
   
(14,991
)
Net loss per common share - basic and diluted(1)                                                                                                                                       
 
(0.00
)

Balance Sheet Data:
 
At July 31, 2014
 
 
 
Actual
   
As Adjusted
(minimum)(2)
   
As Adjusted
(maximum)(2)
 
 
 
   
   
 
Cash   
 
$
1,986
   
$
41,986
   
$
101,986
 
Working capital (deficiency)
   
(13,591
)
   
26,409
     
86,409
 
Total assets   
   
8,486
     
48,486
     
108,486
 
Total current liabilities   
   
22,077
     
22,077
     
22,077
 
Total stockholders' equity (deficit)
  $
(13,591
)
  $
26,409
    $
86,409
 
______________
(1) Net loss per common share is calculated on the weighted average basis of 14,675,685 shares of common stock being outstanding for the period presented.  See Note 2 of the Notes to Financial Statements.
(2) Gives effect on an as adjusted basis to the sale by us of the minimum and maximum number of shares of common stock in this offering at an offering price of $0.04 per share.
6

RISK FACTORS
An investment in our common stock involves a high degree of risk.  You should carefully consider the following material risks, together with the other information contained in this prospectus, before you decide to buy our common stock.  If any of the following risks actually occur, our business, results of operations and financial condition would likely suffer.  In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment .
Risks Relating to Our Business and Industry
We have reported limited consulting or healthcare management revenue, and there can be no assurance that we will ever generate significant revenue or net income.
We began our business on May 20, 2014, and have limited revenue, and minimal assets.  Our operations are subject to all of the risks inherent in the establishment of a new business enterprise.  The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the growth of a new business, the scaling-up of operations and the competitive environment in which we are operating.  From May 20, 2014 (date of inception) to July 31, 2014, we had revenue earned during the development stage of $8,000 and a net loss of $14,991.  At July 31, 2014, we had a total stockholders' deficit of $13,591.  No assurance can be given that we will ever generate significant revenue or have net income.  Our ability to achieve and maintain profitability and positive cash flow is dependent, among other things, upon:
· developing and launching our healthcare management operations throughout Oklahoma County,
· creating market awareness through advertising in journals and online advertising,
· giving seminars and training sessions on ICD-10 to draw attention to our additional skills, and
· hiring experienced healthcare management personnel when needed.
Because of our deficit accumulated during the development stage and our net loss, our auditors have expressed substantial doubt about our ability to continue as a going concern.
 
Because we had a deficit accumulated during the development stage at July 31, 2014, and had a net loss and net cash used in operating activities for the period from May 20, 2014 (date of inception) to July 31, 2014, our auditors have expressed substantial doubt about our ability to continue as a going concern. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months without raising additional funds.  We estimate that we will require approximately $30,000, or approximately $2,500 per month, to continue as a going concern over the next 12 months.  The financial statements included in this prospectus do not include any adjustments that might result from the uncertainty about our ability to continue in business. If we continue to sustain losses and lack sufficient capital, we may have to curtail operations and you could lose your investment.

Key employees are essential to expanding our business.

Curtis Summers, Ernest Diaz, and Douglas Baker are essential to our ability to continue to grow and expand our business. They have established relationships within the industry in which we operate. If they were to leave us, our growth strategy might be hindered, which could materially affect our business and limit our ability to increase revenue.

We compete with many other companies in the market for healthcare management and consulting services which may result in lower prices for our services, reduced operating margins and an inability to maintain or increase our market share.

We compete with other companies in a highly fragmented market that includes national, regional and local service providers, as well as service providers with global operations. These companies have services that are similar to ours, and certain of these companies have substantially greater financial resources than we do. There can be no assurance that we will be able to compete effectively against our competitors or timely implement new services. Increased competition and cost pressures affecting the healthcare markets in general may result in lower prices for our services, reduced operating margins and the inability to maintain or increase our market share.

7

We need the proceeds of this offering to expand our marketing efforts and for subsequent funding thereafter.
We need the proceeds of this offering in order to finance our planned marketing efforts that would include conducting direct-mail campaigns and online advertising.  No assurance can be given that the amount of money being allocated to such marketing efforts will be sufficient to complete these plans, or that we will derive any profits from these planned marketing efforts.  Additionally, although we believe the anticipated proceeds of this offering, together with cash on hand and projected cash flow from operating activities will allow us to conduct our operations for at least the next 12 months if the minimum number of shares are sold, our continued operations thereafter will depend upon the availability of cash flow, if any, from our operations, or our ability to raise additional funds through equity or debt financing.  There is no assurance that we will be able to obtain additional funding if it is needed, or that such funding, if available, will be obtainable on terms and conditions favorable to or affordable by us.  If we cannot obtain needed funds, we may be forced to curtail our activities.
Additional capital, if needed, may not be available on acceptable terms, if at all, and any additional financing may be on terms adverse to your interests.
Our business plan allows for the estimated $15,000 cost of this Registration Statement to be paid from loans by our Officers or Kratos Healthcare Inc., an entity controlled by our officers, and not from the Company Offering. We do not have a formal written agreement with our officers concerning this loan.
We may need additional cash to fund our operations.  Our capital needs will depend on numerous factors, including market conditions and our profitability.  We cannot be certain that we will be able to obtain additional financing on favorable terms, if at all.  If additional financing is not available when required or is not available on acceptable terms, we may be unable to fund expansion, successfully promote our brand name, develop or enhance our services, take advantage of business opportunities, or respond to competitive pressures or unanticipated requirements, any of which could seriously harm our business and reduce the value of your investment.
If we are able to raise additional funds, if and when needed, by issuing additional equity securities, you may experience significant dilution of your ownership interest and holders of these new securities may have rights senior to yours as a holder of our common stock.  If we obtain additional financing by issuing debt securities, the terms of those securities could restrict or prevent us from declaring dividends and could limit our flexibility in making business decisions.  In this case, the value of your investment could be reduced.
 
If healthcare providers and organizations do not renew a significant number of management services agreements, our business would be adversely affected.
We provide healthcare management services to healthcare facilities pursuant to management services agreements, which generally have one-year terms.  The contracts contain automatic renewal provisions but also allow clients to terminate the contract at any time for cause or at the anniversary without cause.  If healthcare facilities do not renew a significant number of management services agreements or if we are unable to attract new clients, were may have to curtail our operations and you may lose your investment
All of our current revenues are derived from management services for two initial firms, of which one of our officers and directors has ownership interest.
We currently derive all of our revenue from management services agreements with two initial firms.  Our secretary and director, Douglas G. Baker, has ownership interests in these firms.  Investors in this offering should understand and recognize that our customers to date may not have made an independent decision to utilize our healthcare management services.  Investors should not place undue reliance on our initial management services agreements as an indication of the merits of our services.  Additionally, if our two executive officers and directors leave the company for any reason, those agreements may be terminated by them, which would materially impact our business.
 
8

In the case the minimum amount is not raised prior to the close of the offering, we will not have an escrow account nor accruing interest on funds received.

Any funds received from the sale of stock will be placed into Panamera's corporate bank account. Although management intends to internally segregate the funds on its balance sheet, it does not intend to place the funds in a separate escrow account, to save on expenses. Since the funds will not be protected in an escrow account, the use of the funds prior to the minimum amount being raised is possible. Any funds received from the sale of stock will be placed in Panamera's corporate bank account, and will earn no interest or minimal interest. Any interest earned will be retained by Panamera, even if all funds are returned to investors.

If the minimum offering amount is not raised, there may be insufficient funds to continue Panamera's business, and the Company may not succeed.

If the minimum is not raised, the funds received from any stock sold will be returned. If only the minimum amount is raised, Panamera may not have the funds to be able to file its quarterly and annual reports and might cease to be a reporting company. If Panamera ceases to be a reporting company, it would be de-listed from any exchange on which it was traded. If such an event occurs, investors might be unable to trade their stock, and might lose their investment.

If Curtis Summers resigns or dies without our having found a replacement, our operations may be suspended or cease.  If that should occur, you could lose your investment.

Curtis Summers is our Chairman, President and Chief Executive Officer.  We are dependent upon him to coordinate the marketing of our services and for his knowledge and contacts in our business.  If Mr. Summers should resign or die, there will be no one with his knowledge to operate the company.  Further, we do not have an employment agreement with Mr. Summers and we do not have key-person life insurance for our benefit should he die.  If we lose the services of Mr. Summers, and until we find another person to replace him, our operations may be suspended.  In that event, it is possible you could lose your entire investment.

Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.
Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, and new SEC regulations and FINRA rules are creating uncertainty for companies such as ours.  These new or changed laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.  We are committed to maintaining high standards of corporate governance and public disclosure.  As a result, we intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.  If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed.
 
9

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could prevent us from producing reliable financial reports or identifying fraud.  In addition, current and potential stockholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud, and a lack of effective controls could preclude us from accomplishing these critical functions.  We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of an issuer's internal controls over financial reporting.  Douglas G. Baker, our Chief Financial Officer, Secretary and Treasurer, is our only officer assigned to accounting issues at present, which may be deemed to be inadequate.  Although we intend to augment our internal controls procedures and expand our accounting staff, there is no guarantee that this effort will be adequate.
During the course of our testing, we may identify deficiencies which we may not be able to remediate.  In addition, if we fail to maintain the adequacy of our internal accounting controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404.  Failure to achieve and maintain an effective internal control environment could cause us to face regulatory action and also cause investors to lose confidence in our reported financial information, either of which could have an adverse effect on our stock price.
We will have to hire additional experienced healthcare management personnel as our business expands, or our business will be stagnant.
We will have to hire additional experienced personnel to perform healthcare management services as we expand our operations to other locations.  If we need additional experienced personnel and we do not hire them, our business will be stagnant.
Having only three executive officers and three directors (the same persons) limits our ability to establish effective independent corporate governance procedures.
We have only three executive officers and three directors.  Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. Unless and until we have a larger Board of Directors that would include one or more independent members, and memebers with specific financial and audit experience, there will be limited oversight of Messrs. Summers and  Diazs' decisions and activities, and little ability for shareholders to challenge or reverse those activities and decisions, even if they are not in your best interests.
Risks Related to Our Common Stock
Because there is no public trading market for our common stock, you may not be able to resell your stock and, as a result, your investment is illiquid.
There is currently no public trading market for our common stock.  Therefore, there is no central place, such as a stock exchange or electronic trading system, to resell your shares.  If you want to resell your shares, you will have to locate a buyer and negotiate your own sale.  As a result, your investment is illiquid.
An active trading market may not develop in the future.
An active trading market may not develop or, if developed, may not be sustained.  The lack of an active market may impair your ability to sell your shares of common stock at the time you wish to sell them or at a price that you consider reasonable.  The lack of an active market may also reduce the market value and increase the volatility of your shares of common stock.  An inactive market may also impair our ability to raise capital by selling shares of common stock and may impair our ability to acquire other companies or assets by using shares of our common stock as consideration.
10

Our current management can exert significant influence over us and make decisions that are not in the best interests of all stockholders.
Prior to the closing of this offering, Curtis Summers, our Chairman, President and Chief Executive Officer, Ernest Diaz, our Director and Executive Vice-President, and Douglas G. Baker, our Chief Financial Officer, Secretary and Treasurer, own 41.6%, 41.6%,  and 7.2% of our outstanding shares of common stock, respectively.  After this offering, they will own 39.1%, 39.1%, and 6.8% of our outstanding shares, respectively, if the minimum number of shares is sold and 35.8%, 35.8% %, and 6.2% of our outstanding shares, respectively, if the maximum number of shares is sold in the offering.  As a result, Messrs. Summers and Diaz will continue to be able to assert significant influence over all matters requiring stockholder approval, including the election and removal of directors and any change in control.  This concentration of ownership of our outstanding shares of common stock could have the effect of delaying or preventing a change in control, or otherwise discouraging or preventing a potential acquirer from attempting to obtain control.  This, in turn, could have a negative effect on the market price of our common stock.  It could also prevent our stockholders from realizing a premium over the market prices for their shares of common stock.  Moreover, the interests of the owners of this concentration of ownership may not always coincide with our interests or the interests of other stockholders and, accordingly, could cause us to enter into transactions or agreements that we would not otherwise consider.
FINRA sales practice requirements may limit a stockholder's ability to buy and sell our stock.
The Financial Industry Regulatory Authority, or FINRA, has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low-priced securities (commonly referred to as a penny stock) to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information.  These requirements are described in more detail in this prospectus under the heading "Plan of Distribution and Terms of the Offering; Section 15(g) of the Exchange Act - Penny Stock Disclosure" below.  Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers.  FINRA requirements will make it more difficult for broker-dealers to recommend that their customers buy our common stock when traded, which may have the effect of reducing the level of trading activity and liquidity of our common stock in the future.  Further, many brokers charge higher fees for these speculative low-priced securities transactions.  As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder's ability to resell shares of our common stock.
We will incur ongoing costs and expenses for SEC reporting and compliance and we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.
We plan to contact a market maker promptly following the effective date of this registration statement, and apply to have the shares quoted on the OTCBB .  To be eligible for quotation on the OTCBB , issuers must remain current in their periodic report filings with the SEC. Securities that become delinquent in their required filings are removed.  In order for us to remain in compliance we will require funds to cover the cost of these filings, which could comprise a substantial portion of our available cash resources.  If we are unable to remain in compliance, it may be difficult for you to resell any shares you may purchase, if at all.
Our charter contains some anti-takeover provisions that may inhibit a takeover that might benefit you.
The provisions in our certificate of incorporation relating to delegation to the Board of Directors of rights to determine the terms of preferred stock may have the effect not only of discouraging attempts by others to buy us, but also of making it more difficult or impossible for stockholders to make management changes.  The ability of our Board of Directors to determine the terms of preferred stock, while providing flexibility in connection with possible business purchases and other corporate purposes, could make it more difficult for a third party to secure a majority of our outstanding shares of common stock.
 
11

 
Our common stock is considered "penny stock" and may be difficult to sell.
The SEC has adopted regulations which generally define "penny stock" to be an equity security that has a market or exercise price of less than $5.00 per share, subject to specific exemptions.  The market price of our common stock may be below $5.00 per share and therefore may be designated as a "penny stock" according to SEC rules.  This designation requires any broker or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities.  These rules may restrict the ability of brokers or dealers to sell our common stock and may affect the ability of our stockholders to sell their shares.  In addition, since we will attempt to have our shares of common stock quoted on the OTCBB following this offering, our stockholders may find it difficult to obtain accurate quotations of our common stock and may find few buyers to purchase the stock or a lack of market makers to support the stock price.
We do not anticipate paying dividends in the foreseeable future; you should not buy our stock if you expect dividends.
We currently intend to retain our future earnings to support operations and to finance expansion and, therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
We could issue "blank check" preferred stock without stockholder approval with the effect of diluting then current stockholder interests and impairing their voting rights, and provisions in our charter documents and under Nevada corporate law could discourage a takeover that stockholders may consider favorable.
Our certificate of incorporation authorizes the issuance of up to 50,000,000 shares of "blank check" preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors.  Our Board of Directors is empowered, without stockholder approval, to issue a series of preferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our common stockholders.  The issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control.  For example, it would be possible for our Board of Directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of our company.  In addition, advanced notice is required prior to stockholder proposals.
We are selling the shares offered in this prospectus without an underwriter and may not be able to sell all of the shares.
The shares of common stock are being offered on our behalf by our officers and directors on a self-underwritten efforts basis.  No broker-dealer has been retained as an underwriter and no broker-dealer is under any obligation to purchase any shares.  There are no firm commitments to purchase any of the shares in this offering.  Consequently, there is no guarantee that we, through our officers and directors, are capable of selling all of the shares offered in this prospectus.
The market price of our shares would decline if the selling stockholders sell a large number of shares all at once or in blocks.

The selling stockholders are offering 1,490,000 shares of common stock through this Prospectus.  They must sell these shares at a fixed price of $0.04 for the duration of the Selling Shareholders' offering.  Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline.  Moreover, the offer or sale of large numbers of shares at any price may have a depressive effect on the price of our common stock in any market that may develop.

12

Through this Prospectus, we are offering shares of common stock concurrent with the offering of common stock by certain selling shareholders, which could negatively impact our ability to sell shares and raise sufficient funds to execute our business plan.

The Company is offering for sale a maximum of 2,500,000 shares of common stock at a fixed price of $0.04 per share for the duration of the Offering, with a minimum of 1,000,000 shares that must be sold.  We will receive all of the proceeds from the sale of shares offered by the Company, assuming the minimum number of shares are sold.  Certain selling shareholders will be offering 1,490,000 of our shares of common stock at a fixed price of $0.04 per share; we will receive no proceeds from the sale of shares by selling shareholders.

Potential investors will have the opportunity to purchase shares from either the Company or selling shareholders, which may negatively impact the appeal to potential investors in purchase the shares being offered by the Company.  If the Company does not sell sufficient shares under its Offering, its operations may cease.

We are an "emerging growth company" under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act of 2012 ("JOBS Act"), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.  If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.  In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.  We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.
We will remain an "emerging growth company" for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of May 30 of any year.
Our status as an "emerging growth company" under the JOBS Act of 2012 may make it more difficult to raise capital as and when we need it.
Because of the exemptions from various reporting requirements provided to us as an "emerging growth company" and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it.  Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry.  If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.
13


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information contained in this prospectus, including in the documents incorporated by reference into this prospectus, includes some statements that are not purely historical and that are "forward-looking statements." Such forward-looking statements include, but are not limited to, statements regarding our Company and management's expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the offering on the parties' individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates," "believes," "continue," "could," "estimates," "expects," "intends," "may," "might," "plans," "possible," "potential," "predicts," "projects," "seeks," "should," "will," "would" and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties' control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission, or the SEC, to register the shares of our common stock being offered by this prospectus.  Following the effectiveness of our registration statement, we will file annual, quarterly and current reports, proxy statements and other information with the SEC.  You may read and copy any reports, statements or other information that we file at the SEC's public reference facilities at 100 F Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information regarding the public reference facilities.  The SEC maintains a website, http://www.sec.gov that contains reports, proxy statements and information statements and other information regarding registrants that file electronically with the SEC, including us.  Our SEC filings are also available to the public from commercial document retrieval services.  Information contained on our website should not be considered part of this prospectus.
You may also request a copy of our filings at no cost by writing or telephoning us at:
Panamera Healthcare Corporation
4180 Orchard Hill Drive.
Edmond, OK 73003
Curtis Summers
President and Chief Executive Officer
Tel:  (405) 413-5735
14


USE OF PROCEEDS
Use of Proceeds
Our offering is being made on a $40,000 minimum, $100,000 maximum self-underwritten basis.  The table below sets forth the use of proceeds if 1,000,000 shares (minimum) and 2,500,000 shares (maximum) of the offering are sold.  The two offering scenarios below are presented for illustrative purposes only and the actual amount of proceeds received, if any, may differ.
Sale of
Sale of
1,000,000
2,500,000
Shares
Shares
Application of Net Proceeds
(Minimum)
(Maximum)
       
Marketing efforts, web site
 
$
15,000
   
$
55,000
 
Working capital
   
25,000
     
45,000
 
Total
 
$
40,000
   
$
100,000
 
 
Our business plan allows for the estimated $15,000 cost of this Registration Statement to be paid from cash flow, from loans by our officers and directors, or from an entity controlled by our officers, and not from the Company Offering. We have no formal written agreement regarding these costs.
With the net proceeds of this offering, we intend develop our web site, engage services to improve search engine optimization, and expand our marketing efforts through professional and social networking. We also expect to deploy additional capital by contracting part-time lecturers to present or our ICD-10 and management seminars at corporate and professional meetings.  We believe that such seminars are both a minor profit center as well as an adjunct to our over-all marketing efforts.
We believe the anticipated minimum proceeds of this offering ($40,000), together with cash on hand and anticipated cash flow from operating activities, will allow us to conduct our operations for at least the next 12 months if the minimum number of shares is sold and for an indeterminate longer time if the maximum number of shares is sold.
There are no underwriting commissions involved in this offering.  Our common stock will be sold on our behalf by our officers and directors.  Our officers and directors will not receive any commissions or proceeds from the offering for selling the shares on our behalf.
Dividend Policy
We do not expect to pay a dividend on our common stock in the foreseeable future.  The payment of dividends on our common stock is within the discretion of our Board of Directors, subject to our certificate of incorporation.  We intend to retain any earnings for use in our operations and the expansion of our business.  Payment of dividends in the future will depend on our future earnings, future capital needs and our operating and financial condition, among other factors.
As of the date of this prospectus, we do not have any equity compensation plans.
15


DETERMINATION OF OFFERING PRICE
 Before this offering, there has been no public trading market for our shares of common stock, and we cannot give any assurance to you that an active secondary market might develop or will be sustained after this offering.  The price of the shares we are offering has been determined solely by us (as there is no underwriter or placement agent involved in this offering) and, as such, is arbitrary in that the price does not necessarily bear any relationship to our assets, earnings, book value or other criteria of value, and may not be indicative of the price that may prevail in the public market.  No third-party valuation or appraisal has ever been prepared for our business.  Among the factors we considered in setting a price were (without one factor being materially more important than the others):
· our need to raise up to a total of $100,000 in gross proceeds in this offering,
· our limited operating history, as well as the other numerous obstacles we face in operating and expanding our business, as described in the "Risk Factors" section of this prospectus,
· the amount of capital to be contributed by purchasers in this offering in proportion to the number of shares of common stock to be retained by our existing stockholder, and
· our cash requirements to run our business over the next 6 to 12 months.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering.  Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets.  Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered.  Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.
At July 31, 2014, the pre-offering net tangible book value of our shares of common stock was approximately $(13,591) or approximately $(0.001) per share based upon 15,490,000 shares outstanding.  The pre-offering net tangible book value does not reflect the payment of any offering expenses.  Our offering costs will be paid from cash on hand or from loans from our officers.
If All of the Shares are Sold
Upon completion of this offering, in the event all of the shares are sold, the post-offering net tangible book value of the 17,990,000 shares to be outstanding will be approximately $71,409, or approximately $0.004 per share.  The net tangible book value of the shares held by our existing stockholders will be increased by approximately $0.005 per share without any additional investment on their part.
After completion of this offering, if 2,500,000 shares are sold, non-affiliated stockholders would own 22.2% of the total number of shares then outstanding for which non-affiliated stockholders will have made a cash investment of $100,149, or $0.0251 per share.  Our existing affiliated stockholders received 14,000,000 shares of common stock in consideration for their services at founding valued at $1,400 (valued at a price of $0.0001 per share, or $1,400 in total).  If 2,500,000 shares are sold in this offering, our existing stockholders will own 86.1% of the total number of shares then outstanding.
If you purchase shares in this offering, you will incur immediate and substantial dilution of $0.036 per share, representing the difference between the $0.04 per share paid by you in this offering and the net tangible book value per share of our common stock after giving effect to this offering, assuming the maximum number of shares are sold, and after expected offering costs to be paid by the Company.
16

If the Minimum Number of Shares are Sold
Upon completion of this offering, in the event 1,000,000 shares (the minimum) are sold, the post-offering net tangible book value of the 16,490,000 shares to be outstanding will be approximately $11,409 or approximately $0.002 per share.  The post-offering net tangible book value reflects the $15,000 of offering expenses remaining to be paid.  The net tangible book value of the shares held by our affiliated stockholders will be increased by $0.002 per share without any additional investment on their part.
After completion of this offering, if 1,000,000 shares are sold, non-affiliate stockholders will own 15.1% of the total number of shares then outstanding for which non-affiliate stockholders will have made a cash investment of $40,000, or $0.04 per share.  If 1,000,000 shares are sold in this offering, our existing affiliated stockholders will own 84.9% of the total number of shares then outstanding.
If you purchase shares in this offering, you will incur immediate and substantial dilution of approximately $0.039 per share, representing the difference between the $0.04 per share paid by you in this offering and the net tangible book value per share of our common stock after giving effect to this offering, assuming the minimum number of shares is sold, and deducting the estimated offering expenses payable by us.
The following table compares the differences of your investment in our shares with the investment of our existing stockholders.
Existing stockholders if all of the shares are sold
Net tangible book value per share before offering
 
$
(0.001
)
Pro forma net tangible book value per share after offering
 
$
0.004
 
Increase in net tangible book value per share attributable to new investors
 
$
0.005
 
Dilution per share to new investors
 
$
0.036
 

Capital contribution of existing stockholders
 
$
1,549
 
Number of shares outstanding before the offering
   
15,490,000
 
Number of shares after offering assuming the sale of the maximum number of shares sold
   
17,990,000
 
Percentage of ownership after offering
   
86.1
%

Existing stockholders if the minimum number of shares are sold
Net tangible book value per share before offering
 
$
(0.001
)
Pro forma net tangible book value per share after offering
 
$
0.001
 
Increase in net tangible book value per share attributable to new investors
 
$
0.002
 
Dilution per share to new investors
 
$
0.039
 

Capital contribution of existing stockholders
 
$
1,549
 
Number of shares outstanding before the offering
   
15,490,000
 
Number of shares after offering assuming the sale of the minimum number of shares sold
   
16,490,000
 
Percentage of ownership after offering
   
93.9
%

Purchasers of shares in this offering if all of the shares are sold
Price per share
 
$
0.04
 
Capital contributions of public investors
 
$
100,000
 
Number of shares after offering held by public investors
   
2,500,000
 
Percentage of capital contribution by existing stockholders
   
1.5
%
Percentage of capital contributions by public investors
   
98.5
%
Percentage of ownership after offering
   
13.9
%

17

Purchasers of shares in this offering if the minimum number of shares are sold
Price per share
 
$
0.04
 
Capital contributions of public investors
 
$
40,000
 
Number of shares after offering held by public investors
   
1,000,000
 
Percentage of capital contribution by existing stockholders
   
2.7
%
Percentage of capital contributions by public investors
   
96.3
%
Percentage of ownership after offering
   
6.1
%


SELLING SECURITY HOLDERS

The selling shareholders named in this Prospectus are offering 1,490,000 shares of the common stock offered through this Prospectus.  The shares were awarded for cash and services in June 2014, under an offering exempt from registration as provided under Section 4(2) of the Securities Act of 1933, as amended, to persons or entities personally known to our officers and who provided assistance in founding the Company and developing its business plan.

The following table provides as of July 31, 2014, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

1. The number of shares owned by each prior to this Offering;
2. The total number of shares that are to be offered for each;
3. The total number of shares that will be owned by each upon completion of the Offering;
4. The percentage owned by each; and
5. The identity of the beneficial holder of any entity that owns the shares.

To the best of our knowledge, the named parties in the table that follows are the beneficial owners and have the sole voting and investment power over all shares or rights to the shares reported.  In addition, the table assumes that the selling shareholders do not sell shares of common stock not being offered through this Prospectus and do not purchase additional shares of common stock.  The column reporting the percentage owned upon completion assumes that all shares offered are sold, and is calculated based on 15,490,000 shares outstanding as of the date of this prospectus.

 
Name of Selling Shareholder
Shares owned Prior
To This Offering
Total of Shares
Offered For Sale
Total Shares
After Offering
Percent Owned
After Offering
PB Capital LC (1)
745,000
745,000
0
0
Clark Nichols (1)
745,000
745,000
0
0

(1) These shareholders have received shares for providing the following services to the Company: (a) nominal cash payment of $0.001 per share (b) assistance with implementing an accounting system, (d) critique of our business plan, and (d) introductions to experts to help the Company become a public company.

Except as disclosed above, none of the selling shareholders:

1. Has had a material relationship with the Company or any of its predecessors or affiliates, other than as a shareholder as noted above, at any time within the past three years; or
2. Are broker-dealers or affiliates of broker dealers; or
3. Has ever been an officer or director of Panamera Healthcare Corporation
18


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this prospectus beginning on page F-1.
Overview
Panamera Healthcare Corporation offers management and consulting services to healthcare organizations that are facing various stresses including financial, organizational, and information technology challenges. The reasons for these stresses are multifactorial and include long-standing trends in healthcare, but also include recent challenges brought about by the Affordable Care Act, the mandated implementation of  ICD-10-CM/PCS (International Classification of Diseases, 10th Edition,Clinical Codification/Procedure Coding System, "ICD-10"), and economic factors related to varying and uncertain reimbursement rates.
Our initial contracts are with consulting firms that offer services similar to ours but lack expertise in certain areas. The market is so vast that at this point in our development that we do not consider such collaboration as a threat to our business, and we believe that collaboration may result in long-term benefits to us.
Revenue Recognition
We recognize revenue when it is realized or realizable and earned, less estimated future doubtful accounts.  We consider revenue realized or realizable and earned when all of the following criteria are met:
(i) persuasive evidence of an arrangement exists,
(ii) the services have been rendered and all required milestones achieved,
(iii) the sales price is fixed or determinable, and
(iv) collectability is reasonably assured.
Revenues are derived primarily from services performed under our management service agreements.  Revenues are recorded the first of each month, based on each management service agreement then in effect.
Costs associated with revenues include all sub-contracted direct labor and other non-labor costs and those indirect costs related to revenue generators such as depreciation, fringe benefits, overhead labor, supplies and equipment rental.
Matters that May or Are Currently Affecting Our Business
The main challenges and trends that could affect or are affecting our financial results include:
· Our ability to enter into additional management or consulting agreements, to diversify our customer base,  and to expand geographic areas served,
· Our ability to attract competent, skilled professionals and sub-contractors for our operations at acceptable prices to manage our overhead,
· Our ability to raise additional equity capital, if and when needed, and
· Our ability to control our costs of operation as we expand our organization and capabilities.
19

Results of Operations
Revenue
We recorded $8,000 in revenue from operations for the period from May 20, 2014 (inception) through July 31, 2014.
Our source of revenue is derived from our current two consulting agreements, both of which are affiliated with our Secretary and Director.  It is our intention in the short term to seek to add additional third party clients.  Management believes the local market is underserved and healthcare management companies such as ours can successfully add new clients.
Operating expenses
We recorded $22,914 in operating expenses for the period from May 20, 2014 (inception) through July 31, 2014.
Our startup phase operating expenses have consisted primarily of professional fees.  Future operating expenses will consist of indirect personnel costs, travel, marketing and sales, and continuing professional services such as legal and accounting, and other general and administrative costs.
Liquidity and Capital Resources
From May 20, 2014 (inception) through July 31, 2014, we have relied almost exclusively on funds loaned to us by Kratos Healthcare Inc ("Kratos"). a company controlled by our three Officers and Directors, in the current amount of $18,500, to fund our initial working capital requirements.  Kratos has agreed to loan us additional amounts of up to a total of $75,000 (inclusive of cash advances to date).  See "Certain Relationships and Related Party Transactions" for the terms of these loans.
We plan to use the net proceeds of this offering to expand our company, primarily in our marketing efforts and for general working capital purposes.  We will need to raise additional capital to carry out our business plan.  There can be no assurance that we will be able to raise additional capital or if we are able to raise additional capital that the terms will be acceptable to us.
We had cash on hand of $1,986 at July 31, 2014.  Our primary needs for cash are to grow and expand our business. At July 31, we have realized minimal proceeds from our two consulting contracts entered into on June 1, 2014, each calling for a cash retainer of $600, with minimum monthly services of $600, and a maximum monthly fee of $5,000.
During the period from May 20, 2014 (inception) through July 31, 2014, our operations had a net increase in cash of $1,986.  Our sources and uses of funds were as follows:
Cash Flows from Operating Activities
We used net cash of $16,514 in our operating activities during the period from May 20, 2014 (inception) through July 31, 2014, consisting of a loss of $14,991, increased by the net use of cash totaling $1,531, due to changes in our operating assets and liabilities.
Cash Flows from Financing Activities
We provided net cash of $18,500 in financing activities during the period from May 20, 2014 (inception) through July 31, 2014, consisting of cash advances from a corporation controlled by officers of the Company.
As of July 31, 2014, we had a net working capital deficit of $13,591.
Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business for the foreseeable future. Since inception, we have generated minimal revenue and accumulated operating losses.  In addition, we do not have sufficient working capital to meet current operating needs for the next 12 months.  All of these factors raise substantial doubt about our ability to continue as a going concern.

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Seasonality
Although our operating history is limited, we do not have a seasonal business cycle.
Off Balance Sheet Arrangements
We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.
Cash Requirements
We will require additional cash as we expand our business.  Our plans to enter into other locations in Oklahoma will require us to add employees, hire sub-contractors and incur travel and lodging expenses.  Initially, to carry out these plans we will need to raise additional capital.  There can be no assurance that we will be able to raise additional capital or if we are able to raise additional capital that the terms we be acceptable to us.
These conditions indicate a material uncertainty that casts significant doubt about our ability to continue as a going concern.   We require additional debt or equity financing to have the necessary funding to continue operations and meet our obligations.  We have continued to adopt the going concern basis of accounting in preparing our financial statements. 

We estimate that we will require approximately $30,000, or approximately $2,500 per month, to continue as a going concern over the next 12 months.  The financial statements included in this prospectus do not include any adjustments that might result from the uncertainty about our ability to continue in business. If we continue to sustain losses and lack sufficient capital, we may have to curtail operations and you could lose your investment.

Impact of Recently Issued Accounting Standards

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity.   Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.  The Company will adopt this standard during the next fiscal year.

In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers.   The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition.  Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities.  The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the financial statements.

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In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.  A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved.  The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted.  Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the financial statements.

In August2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern.    Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events.  The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.  The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.
Management has considered all recent accounting pronouncements issued. The Company's management believes that these recent pronouncements will not have a material effect on the Company's consolidated financial statements.

Emerging Growth Company

We are an "emerging growth company" under the federal securities laws and will be subject to reduced public company reporting requirements.  In addition, Section 107 of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.  In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.  We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.
22


BUSINESS
Business Overview
Panamera Healthcare Corporation offers management and consulting services to healthcare organizations that are increasingly facing various stresses including financial, organizational, and information technology challenges. The reasons for these stresses are multifactorial and include both long-standing trends in healthcare but also include recent challenges brought about by the Affordable Care Act, the mandated implementation of  ICD-10-CM/PCS (International Classification of Diseases, 10th Edition, Clinical Codification/Procedure Coding System, "ICD-10"), and economic factors related to varying and uncertain reimbursement rates.
We believe that there exist in the healthcare industry perceptions of rapid change that result in uncertainty and indecision among the many stakeholders in the industry. We are unaware of any studies that objectively quantify these perceptions, and if such studies do emerge, we believe that they are likely to be retrospective and will be of little benefit to inform current decision makers. Our management works closely with leaders in the healthcare industry on Oklahoma and is aware anecdotally of the degree of anxiety over decisions required of these leaders.  The degree to which individuals have informally sought out the advice of our officers leads us to believe that there exists a demand for our services.  We also believe that resolution of necessary changes in the delivery of healthcare in the United States will require many years, resulting in our services being in demand for the forseeable future..
Our initial contracts are with consulting firms that offer services similar to ours but lack expertise in certain areas. At this point in our development we do not consider collaboration with potential competitors as a threat to our business, and may result in long-term benefits to us, such as the possibility selectively acquiring some of them.
We are offering our shares and seeking to become a reporting issuer under the Securities Exchange Act of 1934, as amended, because we believe that this will provide us with greater access to capital, that we will become better known and be able to obtain financing more easily in the future if investor interest in our business grows enough to sustain a secondary trading market in our securities.  Additionally, we believe that being a reporting issuer increases our credibility, and that we may be able to attract and retain more highly qualified personnel.

With the net proceeds of this offering, we intend to expand the reach of our services.  We will increase our marketing budget to create more market awareness of our company through professional social networking and developing an on-line presence through our website: http://www.panamerahealth.com/.

We are a newly-formed company with limited revenue and operations, and minimal assets.  To date, we have not earned significant revenue, or generated significant cash flow from operations, from our core business.  An investment in our shares of common stock in this offering involves a high degree of risk.
Our Services
We offer our clients in the healthcare industry a wide array of services including but not limited to:
· new practice start-up services and group practice reorganizations;
· physician group advisory services, performance improvement, compensation, electronic medical records and clinical practice integration;
· hospital and surgical center interim management, turnaround strategies, workforce management, regulatory compliance and accreditation preparation, and start-up, transition, and closure support;
· transition to value-based care, value-based payment modeling, and measurable outcomes;
· strategic and business planning as organizations cope with a transition to accountable care;
· feasibility studies, fairness opinions and valuations;
· ICD-10 implementation and training.

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Our Market
We believe the market for healthcare management services for providers, small hospitals, and surgical centers not affiliated with larger organizations, which lack the time or proficiency to manage their facilities in a profitable manner, is underserved.  We believe this to be especially true for Oklahoma County, Oklahoma and the surrounding counties in Oklahoma due to the rural geography of the region and the many medical providers struggling to rapidly comply with new mandates, such as the implementation of ICD-10. The mandated implementation of ICD-10 has been postponed for the second time until October of 2015 and the complexities of implementation are becoming widely recognized. We believe that this recognition creates a favorable environment for offering our services.
Our focus has initially been on a small regional footprint in Oklahoma.  However, we believe our services are needed in many locations statewide and nationally.  We do not intend to compete with large national healthcare management companies, whose primary focus is on large commercial firms, generally located in urban areas.
Our Customers
We currently have management services agreements with two customers, which initially account for recurring monthly revenue of approximately $600 and $600, respectively.  Each agreement is for consulting services rendered as an independent contractor at an agreed hourly compensation rate of $200 per hour, with minimum and maximum monthly fees of $600 and $5,000 respectively.  Each agreement has an automatic renewal for successive one-year terms, unless terminated in writing by either party upon 30 day notice.
Competition
The healthcare management business is competitive and among qualified participants has low barriers to entry.  We compete locally, and will eventually compete on a statewide basis, with a variety of primarily local companies that offer similar services as ours.  Based on our review of advertisements and Internet web sites, we believe the majority of these companies are entrenched in the conventional healthcare system and are themselves struggling to adapt to the new requirements of healthcare as defined by the emerging standards of accountable care. Others appear to be knowledgeable about the ICD-10 standards, coding, and their possible impact on reimbursement rates. We hope to form strategic alliances with companies that have demonstrable expertise in specialized areas.  Some of these companies have had many more years of business experience, have proprietary processes, or have greater financial and personnel resources, including marketing and sales organizations, and may be able to provide their services at lower rates.  We do not believe any one company holds a dominant share of the local or statewide market on which we are focused.
Government Regulation
While healthcare is subject to many regulations, including licensure of healthcare providers, our business activities currently are not subject to any regulation by government agencies other than that routinely imposed on corporate businesses.  We do not anticipate any regulations specific to our business activities in the future.
Intellectual Property
We do not hold any patents, trademarks or other registered intellectual property on services or processes relating to our business.  We do not consider the grant of patents, trademarks or other registered intellectual property essential to the success of our business.
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Insurance
We intend to maintain insurance with respect to our operations in such form, in such amounts and with such insures as is customary in the business which we are engaged.  We believe the amount and form of our insurance coverage is sufficient.
Seasonality
We do not have a seasonal business cycle.
Environmental Matters
In our operations, we do not store, handle, emit, transport or discharge hazardous or infectious waste products.
Employees
As of July 31, 2014, we have no employees.  Our officers and directors are donating their time to the development of the Company and are able to fulfil part-time the requirements of our two present contracts.  We have no employees, and do not foresee hiring employees in the near future.  We will be engaging independent contractors as needed who, under our direction, will fulfill the requirements of engagements that exceed our officers' time constraints.
Property
The Company does not own or lease property or lease office space. The office space used by the Company is provided by our President at no cost to us.

Legal Proceedings
There are no pending or threatened lawsuits against us.
25


MANAGEMENT
Officers and Board of Directors
The names and ages of our directors and officers, and their positions, are as follows:
Name
Age
Positions
Curtis Summers
40
Chairman of the Board, President and Chief Executive Officer
Douglas G. Baker
60
Chief Financial Officer, Secretary, Treasurer and Director
Ernest Diaz
49
Executive Vice-President, Director,

The principal occupations for the past five years (and, in some instances, for prior years) of each of our directors and officers are as follows:
Curtis Summers , Chairman of the Board, President and Chief Executive Officer, co-founded our company in May 2014.  Mr. Summers also serves as the Chief Executive Officer of Summit Medical Center in Edmond, Oklahoma, formed after the sale and reorganization Foundation Surgical Hospital of Oklahoma where Mr. Summers was the Chief Executive Officer since January of 2007.  He received his Bachelor of Science with an emphasis on Business Administration (Marketing & Management from Newman University in Wichita Kansas in 1996, and his Master of Business Administration (MBA) from Oklahoma Christian University, Edmond, Oklahoma in 1996.
Douglas G. Baker , Chief Financial Officer, Secretary, Treasurer and a Director, co-founded our company in May 2014.  He also serves as the Chief Financial Officer of Summit Medical Center in Edmond, OK from September 2009 to the present.  He received his Bachelor of Science degree in Accounting in 1976 from the University of Central Oklahoma in Edmond, Oklahoma. Mr. Baker demonstrates extensive knowledge of financial, accounting and operational issues highly relevant to our business.  He also brings deep transactional expertise, including equity offerings, bank financings and acquisitions, making him well-qualified as a member of the Board.
Ernest Diaz ,   Executive Vice-President and Director, co-founded our company in May 2014.  Mr. Diaz also serves as the President and Chief Executive Officer of Apnea Specialists, Inc. of Oklahoma City, OK from September 2009 to the present. Prior to his tenure at Apnea Specialists, he was the Vice President of Sleep Operations at ROK Medical Inc. He is a 1987 graduate of Loma Linda University in Loma Linda California with a Bachelor of Science degree in chemistry and an Associate of Science Degree in respiratory therapy
The Board of Directors appoints our executive officers annually.  A majority vote of the directors who are in office is required to fill director vacancies.  Each director is elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal.  Messrs. Summers, Diaz and Baker may be deemed "promoters" of our company and underwriters in this offering.
Board Committees
Our Board of Directors expects to create an audit committee, compensation committee, and nominations and governance committee during 2015, in compliance with established corporate governance requirements.  Currently, we have no "independent" directors, as that term is defined under NASDAQ listing rules, because our directors also serve as executive officers.
Audit Committee .  We plan to establish an audit committee of the Board of Directors.  The audit committee would be primarily responsible for reviewing the services performed by our independent registered public accounting firm and evaluating our accounting policies and our system of internal controls.
26

Compensation Committee .  We plan to establish a compensation committee of the Board of Directors.  The compensation committee would review and approve our salary and benefits policies, including compensation of executive officers.  The compensation committee would also administer any future incentive compensation plans, and recommend and approve grants of stock options, restricted stock and other awards under any such plan.
Nominations and Governance Committee .  We plan to establish a nominations and governance committee of the Board of Directors.  The purpose of the nominations and governance committee would be to select, or recommend for our entire board's selection, the individuals to stand for election as directors at the annual meeting of stockholders and to oversee the selection and composition of committees of our board.  The nominations and governance committee's duties would also include considering the adequacy of our corporate governance and overseeing and approving management continuity planning processes.
To date, our full Board, rather than any of the committees, has performed all of these functions.  We are not required to maintain board committees at this time because our shares are not listed on a national securities exchange.
Indebtedness of Directors and Executive Officers
None of our directors or officers or their respective associates or affiliates is indebted to us.
Family Relationships
Our directors and officers do not have any family relationship between each other.
Legal Proceedings
No officer, director or persons nominated for such positions, promoter or significant employee has been involved in the last five years in any of the following:
· any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within three years prior to that time,
· any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),
· being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently to temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities, and
· being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Employment Agreements
We do not currently have an employment agreement with Curtis Summers, our Chairman, President and Chief Executive Officer, with Douglas G. Baker, our, Chief Financial Officer, Secretary and Treasurer, or with Mr. Diaz, our Executive Vice-president and Director, and do not intend to do so until such time as we deem it prudent.  None of our officers and directors currently receives a salary for his services, and we do not yet recognize compensation expense in our financial statements.
Section 16(a) Beneficial Ownership Reporting Compliance
We do not have securities registered under Section 12 of the Exchange Act and, accordingly, our directors, officers and affiliates are not required to file reports under Section 16(a) of the Exchange Act.
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Code of Business Conduct and Ethics
In May 2014, we adopted a Code of Business Conduct and Ethics which is applicable to our future employees and which also includes a Code of Ethics for our Chief Executive Officer and Chief Financial Officer and persons performing similar functions.  A code of ethics is a written standard designed to deter wrongdoing and to promote:
· honest and ethical conduct,
· full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements,
· compliance with applicable laws, rules and regulations,
· the prompt reporting of violations of the code, and
· accountability for adherence to the code.
A copy of our Code of Business Conduct and Ethics is included as an exhibit to the registration statement of which this prospectus forms a part.
EXECUTIVE COMPENSATION
We began our business in March, 2014.  No salaries have been paid by us at any time through July 31, 2014.  We have not entered into any employment agreements with our officers.
The following table sets forth, since inception, all cash compensation paid, distributed or accrued, including salary and bonus amounts, for services rendered to us by our Chief Executive Officer and other executive officers in such period who received or are entitled to receive remuneration in excess of $100,000 during the stated period and any individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as an executive officer at July 31, 2014:

Summary Compensation Table
Name and Principal Position
Fiscal Year
Salary $
Bonus $
Stock
Awards $
Option
Awards $
Non-Equity
Incentive Plan
Compensation $
Nonqualified
Deferred
Compensation
Earnings $
All Other
 Compensation $
Totals $
Curtis Summers
2014
0
0
0
0
0
0
0
0
President, Chief Executive Officer, Director
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Douglas G. Baker,
2014
0
0
0
0
0
0
0
0
Chief Financial Officer, Secretary /Treasurer. Director
 
 
 
 
 
 
 
 
 
 
Ernest Diaz,
2014
0
0
0
0
0
0
0
0
Executive Vice-President, Director
 
 
 
 
 
 
 
 
 
 
 

None of our executive officers or directors has received any cash or other compensation for services rendered.  Our executive officers have agreed to work without salary until we have a sufficient level of cash flow from operating activities to meet reasonable base salary requirements.
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Outstanding Equity Awards at Fiscal Year-End
As of July 31, 2014, there were no equity awards outstanding to any of our current or previous executive officers.
Outstanding Equity Awards as of the Date of this Prospectus
Name
Number of
Securities
Underlying Unexercised
Options (#) Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#) Unexercisable
Equity Incentive
 Plan Awards:
Number of
Securities
Underlying
 Unexercised
Unearned Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number
of Shares
or Units
of Stock
That Have
Not Vested
(#)
Market
Value
of Shares
or Units
of Stock
That Have
Not Vested
($)
Equity
Incentive Plan Awards: Number
of Unearned
Shares, Units or
Other Rights
That Have
 Not Vested
(#)
Equity
Incentive Plan Awards: Market
or Payout Value
 of Unearned
Shares, Units or
Other Rights
That Have
Not Vested
($)
Curtis Summers
0
0
0
0
0
0
0
0
0
 
 
 
 
 
 
 
 
 
 
Douglas G. Baker
0
0
0
0
0
0
0
0
0
 
Ernest Diaz
0
0
0
0
0
0
0
0
0


We presently do not have any pension, health, annuity, insurance, stock option, profit sharing or other similar benefit plans for officers, employees or directors.  However, we intend to adopt plans in the future.
Director Compensation
Curtis Summers, Douglas G. Baker, and Ernest Diaz do not currently receive any compensation for serving on our Board of Directors.

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PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding the number of shares of our common stock beneficially owned on July 31, 2014, by:
· each person who is known by us to beneficially own 5% or more of our common stock,
· each of our directors and officers, and
· all of our directors and officers as a group.
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  Shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days after the date indicated in the table are deemed beneficially owned by the optionees.  Subject to any applicable community property laws, the persons or entities named in the table above have sole voting and investment power with respect to all shares indicated as beneficially owned by them.
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Name   (1)
 
Number of
Shares
Beneficially
Owned   (2)
 
Percentage
of Shares
Beneficially
Owned
Officers and Directors:
 
 
 
 
 
 
 
 
 
 
 
 
 
Curtis Summers   
 
 
6,440,000
 
 
41.6%
 
 
 
 
 
 
 
Ernest Diaz   
 
 
6,440,000
 
 
41.6%
 
 
 
 
 
 
 
Douglas G. Baker   
 
 
1,120,000
 
 
7.2%
 
 
 
 
 
 
 
All officers and directors as a group (3 persons)   
 
 
14,000,000
 
 
90.4%
________________
(1) The address of each person is c/o Panamera Healthcare Corporation, 4180 Orchard Hill Drive. Edmond, OK 73003.
(2) Unless otherwise indicated, includes shares owned by a spouse, minor children and relatives sharing the same home, as well as entities owned or controlled by the named person.  Also includes shares if the named person has the right to acquire those shares within 60 days after July 31, 2014, by the exercise or conversion of any warrant, stock option or convertible preferred stock.  Unless otherwise noted, shares are owned of record and beneficially by the named person.
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our company.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Kratos Healthcare Inc, a company controlled by our Officers and Directors, provides us cash advances as needed to fund our initial working capital requirements.  At founding (May 20, 2014), Kratos informally agreed to make loans to us in amounts up to a total of $75,000 in order to fund our working capital requirements, as and when such funding is necessary and required.
We currently derive all of our revenue from consulting services agreements with two firms.  Our Secretary, Treasurer, and Director, Douglas G. Baker, has ownership interests in both firms.
The office space used by the Company is provided by one of our founders, Curtis Summers, at no cost to us.
We believe these arrangements are advantageous to us and are on terms no less favorable to us than could have been obtained from unaffiliated third parties.
Our Board of Directors has determined that none of the members of our Board of Directors qualifies as an "independent" director under Nasdaq's definition of independence.
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PLAN OF DISTRIBUTION AND TERMS OF THE OFFERING
We are offering up to a total of 2,500,000 shares of common stock on a self-underwritten basis, 1,000,000 shares minimum and 2,500,000 shares maximum.  The offering price is $0.04 per share.  Funds will be deposited at Bank SNB in an account established by us, until we have sold at least 1,000,000 shares of common stock.  The funds will be held in the separate account until we receive a minimum of $40,000, at which time those funds will be released by the bank to us for our use as set forth in the "Use of Proceeds" section of this prospectus.
There is currently no active public trading market for our shares of common stock, and we cannot give any assurance to you that the shares offered by this prospectus can be resold for at least the offered price if and when an active secondary market might develop, or that a public market for our shares will be sustained even if one is ultimately developed.
In the event that 1,000,000 shares are not sold within 270 days after the date of this prospectus, at our sole discretion, we may extend the offering for an additional 90 days.  If we decide to extend the offering for this additional period, we will file a post-effective amendment of our registration statement informing you of this extension.  .  In the event that the minimum offering of 1,000,000 shares is not sold within 270 days after the date of this prospectus or within the additional 90 days if extended, all monies received by us will be refunded to you within the next five (5) business day after the offering's termination, without charge, deduction or interest.  If at least 1,000,000 shares are sold within 270 days after the date of this prospectus or within the additional 90 days if extended, all monies received by us will be released to us and there will be no refund.  There are no minimum purchase requirements for each individual investor.
Our shares of common stock will be sold on our behalf by our officers and directors.  Potential investors include, but are not limited to friends, family members and business acquaintances of our officers and directors.  The intended methods of communication include, without limitation, telephone calls and personal contacts.  In their efforts, our officers and directors will not use any mass advertising methods such as the Internet or print media.  Our officers and directors (including any of their affiliates) will not receive any commissions or proceeds from the offering for selling the shares on our behalf.  We have not engaged the services of any broker-dealer to assist us in selling the shares.
There are no finders' fees involved in our distribution.  Officers, directors, affiliates or anyone involved in marketing the shares will not be allowed to purchase shares in the offering.  You will not have the right to withdraw your funds during the offering.  You will only have the right to have your funds returned if we do not raise the minimum amount of the offering or there would be a change in the material terms of the offering.  The following are material terms that would allow you to be entitled to a refund of your money:
· extension of the offering for an additional 90-day period beyond a total of 270 days after the date of this prospectus,
· change in the offering price,
· change in the minimum sales requirement,
· change to allow sales to affiliates in order to meet the minimum sales requirement,
· change in the amount of proceeds necessary to release the proceeds held in the escrow account, and
· change in the application of the proceeds.
If the changes above occur, any new offering may be made by means of a post-effective amendment.
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We will sell the shares in this offering through our officers and directors.  They will receive no commissions from the sale of any shares.  None of them will register as a broker-dealer under Section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1.  Rule 3a4-1 sets forth those conditions under which our officers and directors may participate in this offering and not be deemed to be a broker-dealer.  The conditions for them are that:
· The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Securities Exchange Act, at the time of his or her participation,
· The person is not compensated in connection with his or her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities,
· The person is not, at the time of his or her participation, an associated person of a broker-dealer, and
· The person meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Securities Exchange Act, in that he or she (a) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities, (b) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months, and (c) does not participate in selling and offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs (a)(4)(i) or (a)(4)(iii).
Curtis Summers, our Chairman, President and Chief Executive Officer, Douglas G. Baker, our Chief Financial Officer, Secretary, Treasurer and a director, and Ernest Diaz, our Executive Vice-President and Director  meet each of the conditions listed above to conduct this offering.
This is a self-underwritten offering.  This prospectus forms a part of a registration statement that permits our officers and directors to sell the shares directly to the public, with no commission or other remuneration payable to them for any shares they sell.  There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer.  Our officers and directors will sell the shares and intend to offer them to friends, family members and business acquaintances.  In offering the securities on our behalf, our officers and directors will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer.
Our officers and directors (including their respective affiliates) will not purchase shares in this offering to reach the minimum offering amount.
Offering Period, Extension and Expiration Date
This offering will start on the date of this prospectus (that is, when our registration statement is declared effective by the SEC) and continue for a period of 270 days after the date of this prospectus.  Unless the offering is completed or otherwise terminated by us, we may extend the offering period for an additional 90 days.  If we decide to extend the offering for this additional 90-day period, we will file a post-effective amendment of our registration statement informing you of this extension.  Investors will not be entitled to a refund of their investment until the conclusion of such 90-day period, at which time investors will be entitled to a refund if we have not achieved the minimum offering.  We reserve the right to terminate this offering at any time.  We have not determined under what circumstances we would terminate the offering prior to the expiration of the offering period; however, we reserve the right to do so.  Such termination will be solely at our discretion.  Should we do so and have not reached the minimum amount, your funds will be returned to you the next business day after the offering's termination, without charge, deduction or interest.  If we terminate the offering prior to the end to the offering period, but have reached at least the minimum offering amount, we will retain the proceeds.  We will file a post-effective amendment to advise you if we decide to terminate this offering prior to the end of the offering period.
We will not market these securities or accept any money until this registration statement is declared effective by the SEC.
34

Shares Offered by the Selling Shareholders

The selling shareholders have not informed us of how they plan to sell their shares.  However, they may sell some or all of their common stock in one or more transactions:

1. on such public markets or exchanges as the common stock may from time to time be trading;
2. in privately negotiated transactions; or
3. in any combination of these methods of distribution.

The sales price to the public has been determined by the shareholders to be $0.04.  The price of $0.04 per share is a fixed price for the duration of the offering. The selling shareholders offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 360 days from the effective date of this prospectus.

The selling shareholders may also sell their shares directly through market makers acting in their capacity as broker-dealers.  Panamera will apply to have its shares of common stock quoted on the OTC Bulletin Board immediately after the date of this Prospectus.  We anticipate once the shares are quoted on the OTC Bulletin Board, the selling shareholders will sell their shares directly into any market created.  Selling shareholders will offer their shares at a fixed price of $0.04 per share for the duration of this Offering.  Selling shareholders may also sell in private transactions.  We cannot predict the price at which shares may be sold or whether the common stock will ever trade on any market.  The shares may be sold by the selling shareholders, as the case may be, from time to time, in one or more transactions.

Commissions and discounts paid in connection with the sale of the shares by the selling shareholders will be determined through negotiations between the shareholders and the broker-dealers through or to which the securities are to be sold, and may vary, depending on the broker-dealer's fee schedule, the size of the transaction and other factors.  The separate costs of the selling shareholders will be borne by the shareholder.  The selling shareholders will, and any broker-broker dealer or agent that participates with the selling shareholders in the sale of the shares by them will be deemed an "underwriter" within the meaning of the Securities Act, and any commissions or discounts received by them and any profits on the resale of shares purchased by them will be deemed to be underwriting commissions under the Securities Act.  In the event any selling shareholder engages a broker-dealer to distribute their shares, and the broker-dealer is acting as underwriter, we will be required to file a post-effective amendment containing the name of the underwriter.

The selling shareholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales.  In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.  Each selling shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock.  In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

Because selling shareholders may be deemed to be underwriters within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder.  The selling shareholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling stockholders.

The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of their common stock.  In particular, during times that the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law.

Regulation M prohibits certain market activities by persons selling securities in a distribution.  To demonstrate their understanding of those restrictions and others, selling shareholders will be required, prior to the release of unrestricted shares to themselves or any transferee, to represent as follows: that they have delivered a copy of this Prospectus, and if they are effecting sales on the Electronic Bulletin Board or inter-dealer quotation system or any electronic network, that neither they nor any affiliates or person acting on their behalf, directly or indirectly, has engaged in any short sale of our common stock; and for a period commencing at least 5 business days before his first sale and ending with the date of his last sale, bid for, purchase, or attempt to induce any person to bid for or purchase our common stock.
 
35


If the Company's common shares are quoted for trading on the OTC Bulletin Board the trading in our shares will be regulated by Securities and Exchange Commission Rule 15g-9 which established the definition of a "penny stock".  For the purposes relevant to Panamera, it is defined as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.  For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person's account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.  In order to approve a person's account for transactions in penny stocks, the broker or dealer must (a) obtain financial information and investment experience objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.  The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the broker/dealer relating to the penny stock market, which, in highlight form, (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.  Before you trade a penny stock your broker is required to tell you the offer and the bid on the stock, and the compensation the salesperson and the firm receive for the trade.  The firm must also mail a monthly statement showing the market value of each penny stock held in your account.

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

The selling shareholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales.  In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.  The selling shareholders have informed us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock.

Because the selling shareholders may be deemed to be "underwriters" within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act.  Federal securities laws, including Regulation M, may restrict the timing of purchases and sales of our common stock by the selling shareholders and any other persons who are involved in the distribution of the shares of common stock pursuant to this Prospectus.

We are bearing all costs relating to the registration of the common stock.  While we have no formal agreement to provide funding with our directors, they have verbally agreed to advance additional funds in order to complete the registration statement process.  Any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock, however, will be borne by the selling shareholders or other party selling the common stock.

Procedures for Subscribing
We will not accept any money until this registration statement is declared effective by the SEC.  Once the registration statement is declared effective by the SEC, if you decide to subscribe for any shares in this offering, you must:
· execute and deliver a subscription agreement, a copy of which is included with the prospectus (and as an exhibit to the registration statement of which this prospectus forms a part), and
· deliver a check or certified funds to the Company for acceptance or rejection.  All checks for subscriptions are to be made payable to "PANAMERA HEALTHCARE CORPORATION." and mailed to Panamera Healthcare Corporation, 4180 Orchard Hill Drive, Edmond, OK  73003.
· Subscribers will receive stock certificates in physical form promptly following the closing in which the minimum offering amount is achieved or following subsequent closings.
36

Right to Reject Subscriptions
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason.  All monies from rejected subscriptions will be returned immediately by us to the subscriber, without charge, deduction or interest.  Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.
Section 15(g) of the Exchange Act - Penny Stock Disclosure
Our shares are "penny stock" covered by Section 15(g) of the Securities Exchange Act of 1934 and Rules 15g-1 through 15g-6 promulgated under the Securities Exchange Act.  They impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000, excluding their primary residences, or annual income exceeding $200,000 or $300,000 jointly with their spouses).  For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale.  Consequently, the rules may affect the ability of broker-dealers to sell our securities and also may affect your ability to resell your shares.
Section 15(g) also imposes additional sales practice requirements on broker-dealers who sell penny stock.  These rules require a one-page summary of certain essential items.  The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to an understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker-dealer compensation; the broker-dealer compensation, the broker-dealer's duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers' rights and remedies in cases of fraud in penny stock transactions; and the Financial Industry Regulatory Authority's toll-free telephone number and the central number of the North American Securities Administrators Association (NASAA), for information on the disciplinary history of broker-dealers and their associated persons. While Section 15(g) and Rules 15g-1 through 15g-6 apply to broker-dealers, they do not apply to us.
Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.
Rule 15g-2 declares unlawful broker-dealer transactions in penny stock unless the broker-dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales person's compensation.
Rule 15g-6 requires broker-dealers selling penny stock to provide their customers with monthly account statements.
The foregoing rules apply to broker-dealers.  They do not apply to us in any manner whatsoever.  The application of the penny stock rules may affect your ability to resell your shares because many brokers are unwilling to buy, sell or trade penny stock as a result of the additional sales practices imposed upon them which are described in this section.
37

Regulation M
We are subject to Regulation M of the Securities Exchange Act of 1934.  Regulation M governs activities of underwriters, issuers, selling security holders and others in connection with offerings of securities.  Regulation M prohibits distribution participants and their affiliated purchasers from bidding for, purchasing or attempting to induce any person to bid for or purchase the securities being distributed.
OTCBB Considerations
There is currently no active public trading market for our shares of common stock, and we cannot give any assurance to you that the shares offered by this prospectus can be resold for at least the public offering price if and when an active secondary market might develop, or that a public market for our shares will be sustained even if one is ultimately developed.
The OTCBB is separate and distinct from the Nasdaq stock market.  Nasdaq has no business relationship with issuers of securities quoted on the OTC Markets.  The SEC's order handling rules, which apply to Nasdaq-listed securities, do not apply to securities quoted on the OTC Markets.
We will attempt to have our shares quoted on the OTCBB following this offering.  OTCBB is a market for companies that are current in their reporting with the SEC.  Investors can find market information for OTCBB companies on http://otcbb.com/

Although the Nasdaq stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTCBB has no listing standards.  Rather, it is the market maker who chooses to quote a security on the system and is obligated to comply with keeping information about the issuer in its files.  The only requirement for inclusion on the OTCBB is that the issuer be current in its periodic reporting requirements with the SEC.
Investors may have greater difficulty in getting orders filled on the OTCBB than on Nasdaq.  Investors' orders may be filled at a price much different than expected when an order is placed.  Trading activity in general is not conducted as efficiently and effectively as with Nasdaq-listed securities.
Investors must contact a broker-dealer to trade OTCBB securities.  Investors do not have direct access to the OTCBB service.  For OTCBB securities, there has to be only one market maker.
Because OTCBB stocks are not usually followed by analysts, there may be lower trading volume than for Nasdaq-listed securities.
38


DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 200,000,000 shares, of which 150,000,000 shares are designated as common stock and 50,000,000 shares are designated as preferred stock.  As of July 31, 2014, there were issued and outstanding 15,490,000 shares of common stock and no shares of preferred stock.
The following summary of the material provisions of our common stock, preferred stock, certificate of incorporation and by-laws is qualified by reference to the provisions of our certificate of incorporation and by-laws included as exhibits to the registration statement of which this prospectus is a part.
Common Stock
Holders of our common stock are entitled to one vote per share.  Our certificate of incorporation does not provide for cumulative voting.  Holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our Board of Directors out of legally available funds.  However, the current policy of our Board of Directors is to retain earnings, if any, for the operation and expansion of the company.  Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of or provision for all liabilities and the liquidation preference of any outstanding preferred stock.  The holders of our common stock have no preemptive, subscription, redemption or conversion rights.  All issued and outstanding shares of common stock are fully-paid and non-assessable.
Preferred Stock
Our certificate of incorporation authorizes the issuance of up to 50,000,000 shares of preferred stock with designations, rights and preferences as may be determined from time to time by our Board of Directors (commonly known as "blank check" preferred stock).  The board may, without stockholder approval, issue preferred stock with voting, dividend, liquidation and conversion rights that could dilute the voting strength of our common stockholder and may assist management in impeding an unfriendly takeover or attempted changes in control.
Transfer Agent
The transfer agent and registrar for our common stock is Action Stock Transfer Corp., Salt Lake City, Utah.
Anti-Takeover Law, Limitations of Liability and Indemnification
Nevada Anti-Takeover Law .  Our articles of incorporation and bylaws exclude us from the restrictions imposed by Nevada Revised Statutes ("NRS"), 78.378 to 78.3793 inclusive.  Pursuant to Section 78.434 of the NRS, upon incorporation we elected not to be governed by Sections 78.411 to 78.444 inclusive and Sections 78.378 to 78.3793, inclusive of the NRS. These Sections prevent many Nevada corporations from engaging in a business combination with any interested stockholder, under specified circumstances.  For these purposes, a business combination includes a merger or sale of more than 10% of our assets, and an interested stockholder includes a stockholder who owns 15% or more of our outstanding voting stock, as well as affiliates and associates of these persons.  Under these provisions, this type of business combination is prohibited for three years following the date that the stockholder became an interested stockholder unless:
· the transaction in which the stockholder became an interested stockholder is approved by the Board of Directors prior to the date the interested stockholder attained that status,
· upon consummation of the transaction that resulted in the stockholder's becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction was commenced, excluding those shares owned by persons who are directors and also officers, or
· on or subsequent to that date, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
Because we elected upon incorporation to be exempt from the provisions of these provisions, there are no Nevada anti-takeover provisions that may have the effect of delaying or preventing a change in control.
39

Limited Liability and Indemnification .  Our certificate of incorporation eliminates the personal liability of our directors for monetary damages arising from a breach of their fiduciary duty as directors to the fullest extent permitted by Nevada law.  This limitation does not affect the availability of equitable remedies, such as injunctive relief or rescission.  Our certificate of incorporation requires us to indemnify our directors and officers to the fullest extent permitted by Nevada law, including in circumstances in which indemnification is otherwise discretionary under Nevada law.
Under Nevada law, we may indemnify our directors or officers or other persons who were, are or are threatened to be made a named defendant or respondent in a proceeding because the person is or was our director, officer, employee or agent, if we determine that the person:
· conducted himself or herself in good faith,
· reasonably believed, in the case of conduct in his or her official capacity as our director or officer, that his or her conduct was in our best interests, and, in all other cases, that his or her conduct was at least not opposed to our best interests, and
· in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.
These persons may be indemnified against expenses, including attorneys fees, judgments, fines, including excise taxes, and amounts paid in settlement, actually and reasonably incurred, by the person in connection with the proceeding.  If the person is found liable to the corporation, no indemnification shall be made unless the court in which the action was brought determines that the person is fairly and reasonably entitled to indemnity in an amount that the court will establish.
Disclosure of SEC Position on Indemnification for Securities Act Liabilities.  Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the above provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
40


SHARES ELIGIBLE FOR FUTURE SALE
As of July 31, 2014, we had 15,490,000 shares of common stock outstanding.  All shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, unless they are purchased by our "affiliates," as that term is defined in Rule 144 promulgated under the Securities Act.
The outstanding shares of our common stock not included in this prospectus will be available for sale in the public market as follows:
Rule 144
In general, under Rule 144, as currently in effect, a person who has beneficially owned shares of our common stock for at least six months, including the holding period of prior owners other than affiliates, is entitled to sell his or her shares without any volume limitations; an affiliate, however, can sell such number of shares within any three-month period as does not exceed the greater of:
· 1% of the number of shares of our common stock then outstanding, which equaled 15,490,000 shares as of July 31, 2014, or
· the average weekly trading volume of our common stock on the OTCBB  during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.
Sales under Rule 144 are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us.  In order to effect a Rule 144 sale of our common stock, our transfer agent will require an opinion from legal counsel.  We may charge a fee to persons requesting sales under Rule 144 to obtain the necessary legal opinions.
As of July 31, 2014, no shares of our common stock are available for sale under Rule 144.
LEGAL MATTERS
Parsons/Burnett/Bjordahl/Hume, LLP, 10655 NE 4th Street, Suite 801, Bellevue, WA 98004 will pass upon the validity of the shares of common stock offered by this prospectus as our legal counsel.
EXPERTS
None of the below described experts or counsel has been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.
Our audited statements for the period from inception (May 20, 2014) through July 31, 2014 are included in this prospectus. Messineo & Co, CPAs LLC, 2471 N McMullen Booth Rd. Ste. 302, Clearwater, FL  33759-1362 has audited our July 31, 2014, statements. We include the financial statements in reliance on their reports, given upon their authority as experts in accounting and auditing.
41

PANAMERA HEALTHCARE CORPORATION

July 31, 2014

Index to the Audited Financial Statements
 
Contents
 
Page(s)
 
 
 
Report of Independent Registered Public Accounting Firm
 
F-2
 
 
 
Balance sheet at July 31, 2014
 
F-3
 
 
 
Statement of operations for the period from May 20, 2014 (inception) through July 31, 2014
 
F-4
 
 
 
Statement of stockholders' deficit for the period from May 20, 2014 (inception) through July 31, 2014
 
F-5
 
 
 
Statement of cash flows for the period from May 20, 2014 (inception) through July 31, 2014
 
F-6
 
 
 
Notes to the financial statements
 
F-7
 
F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Messineo & Co, CPAs, LLC
2471 N McMullen Booth Rd Ste. 302
Clearwater, FL 33759-1362
T: (727) 421-6268
F: (727) 674-0511
 
Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders
PANAMERA HEALTHCARE CORPORATION
Oklahoma City, OK

We have audited the accompanying balance sheet of PANAMERA HEALTHCARE CORPORATION (a development stage entity) as of July 31, 2014 and the related statement of operations, statement of stockholder's equity and cash flows for the period from May 20, 2014 (date of inception) through July 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as, evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PANAMERA HEALTHCARE CORPORATION (a development stage entity) as of July 31, 2014 and the results of its operations and its cash flows for the period from May 20, 2014 (date of inception) through July 31, 2014 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred a loss, has not generated revenue, has not emerged from the development stage, and may be unable to raise further equity. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Messineo & Co., CPAs, LLC
Clearwater, Florida
September 4, 2014
 
F-2

PANAMERA HEALTHCARE CORPORATION
(A Development Stage Company)
Balance Sheet
 
 
 
July 31,
 
 
 
2014
 
 
 
 
ASSETS
 
 
Current Assets
 
 
Cash and cash equivalents
 
$
1,986
 
Accounts receivable, net of allowance for doubtful
       
  accounts of $0
   
6,500
 
Total Current Assets
   
8,486
 
 
       
TOTAL ASSETS
 
$
8,486
 
 
       
LIABILITIES AND STOCKHOLDERS' DEFICIT
       
Current Liabilities
       
Accrued expenses
 
$
3,577
 
Due to related parties
   
18,500
 
Total Current Liabilities
   
22,077
 
 
       
TOTAL LIABILITIES
   
22,077
 
 
       
Stockholders' Deficit
       
Preferred stock: 50,000,000 authorized; $0.0001 par value
       
0 shares issued and outstanding
   
-
 
Common stock: 150,000,000 authorized; $0.0001 par value
       
15,490,000 shares issued and outstanding
   
1,549
 
Stock subscription receivable
   
(149
)
Accumulated deficit during development stage
   
(14,991
)
Total Stockholders' Deficit
   
(13,591
)
 
       
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
8,486
 
 
 
See auditor's report and notes to the audited financial statements
 
F-3

PANAMERA HEALTHCARE CORPORATION
(A Development Stage Company)
Statement of Operations
 
 
 
May 20, 2014
 
  
 
(inception) to
 
 
 
July 31,
 
 
 
2014
 
 
 
 
 
 
 
Revenues
 
$
8,000
 
 
       
Operating Expenses
       
Stock based compensation
   
1,400
 
Professional
   
21,500
 
General and administration
   
14
 
   Total operating expenses
   
22,914
 
 
       
Net loss from operations
   
(14,914
)
 
       
Other income (expense)
       
Interest expense
   
(77
)
   Total other income (expense)
   
(77
)
 
       
Net loss before taxes
   
(14,991
)
 
       
Income tax benefit
   
-
 
 
       
Net loss
 
$
(14,991
)
 
       
Basic and dilutive loss per share
   
14,675,685
 
 
       
Weighted average number of shares outstanding
 
$
(0.00
)
 
 
See auditor's report and notes to the audited financial statements
 
F-4

PANAMERA HEALTHCARE CORPORATION
(A Development Stage Company)
Statement of Stockholders' Deficit
 
 
 
   
   
   
   
Additional
   
   
   
 
  
 
Preferred Stock
   
Common Stock
 
Paid in
   
Subscription
   
Accumulated
   
 
  
 
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Receivable
   
Deficit
   
Total
 
 
 
   
   
   
   
   
   
   
 
Balance, May 20, 2014
   
-
   
$
-
     
-
   
$
-
   
$
-
   
$
-
   
$
-
   
$
-
 
 
                                                               
Stock issued to founders
   
-
     
-
     
14,000,000
     
1,400
     
-
     
-
             
1,400
 
Stock issued for cash
   
-
     
-
     
1,490,000
     
149
     
-
     
(149
)
           
-
 
Net loss
                                                   
(14,991
)
   
(14,991
)
 
                                                               
Balance, July 31, 2014
   
-
   
$
-
     
15,490,000
   
$
1,549
   
$
-
   
$
(149
)
 
$
(14,991
)
 
$
(13,591
)
 
 
See auditor's report and notes to the audited financial statements
 
 
F-5

PANAMERA HEALTHCARE CORPORATION
(A Development Stage Company)
Statement of Cash Flows
 
 
 
May 20, 2014
 
  
 
(inception)
 
  
 
through
 
 
 
July 31,
 
 
 
2014
 
 
 
 
 
 
 
 CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
    Net loss
 
$
(14,991
)
 
       
 Adjustments to reconcile net loss to net cash
       
 provided by (used in) operating activities:
       
    Stock-based compensation
   
1,400
 
 Changes in operating assets and liabilities:
       
 (Increase) decrease in operating assets:
       
    Accounts receivable
   
(6,500
)
 Increase (decrease) in operating liabilities:
       
    Accrued expenses
   
3,577
 
Total adjustments
   
(1,523
)
Net Cash Used in Operating Activities
   
(16,514
)
 
       
 CASH FLOWS FROM INVESTING ACTIVITIES:
       
 Net Cash (Used in) Investing Activities
   
-
 
 
       
 CASH FLOWS FROM FINANCING ACTIVITIES:
       
   Shareholder loans, net
   
18,500
 
 Net Cash Provided By Financing Activities
   
18,500
 
 
       
 Net increase (decrease) in cash and cash equivalents
   
1,986
 
 Cash and cash equivalents, beginning of period
   
-
 
 Cash and cash equivalents, end of period
 
$
1,986
 
 
       
 Supplemental cash flow information
       
 Cash paid for interest
 
$
-
 
 Cash paid for taxes
 
$
-
 
 
 
See auditor's report and notes to the audited financial statements
 
F-6


Panamera Health Corporation
(A Development Stage Company)
Notes to the Financial Statements
For the period May 20, 2014 (date of inception) through July 31, 2014
NOTE 1 -     ORGANIZATION AND DESCRIPTION OF BUSINESS

Panamera Health Corporation (the "Company") is a Nevada corporation incorporated on May 20, 2014.  It is based in Oklahoma City, OK, USA.  The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company's fiscal year end is July 31.

The Company is a development stage company that intends to offer management and consulting services to healthcare organizations that are increasingly facing various stresses including financial, organizational, and information technology challenges. To date, the Company's activities have been limited to its formation and the raising of equity capital.

NOTE 2 -     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is a development stage company as defined by section ASC 915, "Development Stage Entities."   The Company is still devoting substantially all of its efforts to establishing the business, and its planned principal operations have not commenced.  All losses accumulated since inception have been considered as part of the Company's development stage activities.

Basis of Presentation

The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC").  The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.  The Company had $1,986 in cash and cash equivalents as of July 31, 2014.

F-7

Net Loss per Share of Common Stock

The Company has adopted ASC Topic 260, "Earnings per Share," ("EPS") which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic earnings per share, from May 20, 2014  (Inception) to July 31, 2014:

Net loss
 
$
14,991
 
 
       
Weighted average common shares issued and
       
  outstanding (Basic and Diluted)
   
14,675,685
 
 
       
Net loss per share, Basic and Diluted
 
$
(0.00
)

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness.  At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Financial Instruments

The Company follows ASC 820, " Fair Value Measurements and Disclosures, " which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2
 
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

F-8

Share-based Expenses

ASC 718 " Compensation – Stock Compensation " prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options,  and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, " Equity – Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable:  (a) the goods or services received; or (b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  

We issued 14,000,000 common shares at $0.0001 per share, to founders, for the period ended July 31, 2014.

Accounts Receivable

Accounts receivable consist of charges for service provided to customers. An allowance for doubtful accounts is considered to be established for any amounts that may not be recoverable, which is based on an analysis of the Company's customer credit worthiness, and current economic trends.  Based on management's review of accounts receivable, no allowance for doubtful accounts was recorded as at July 31, 2014.   Receivables are determined to be past due, based on payment terms of original invoices.  The Company does not typically charge interest on past due receivables.

Research and Development

The Company does not engage in research and development as defined in ASC Topic 730, " Accounting for Research and Development Costs ."

Advertising Costs

The Company follows ASC 720, " Advertising Costs," and expenses costs as incurred.  No advertising costs were incurred for the period ending July 31, 2014.

Related Parties

The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions. See note 6.

Commitments and Contingencies

The Company follows ASC 450-20 , "Loss Contingencies ," to report accounting for contingencies.  Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.  There were no commitments or contingencies as of July 31, 2014.

F-9

Revenue Recognition

The Company recognizes revenue from the sale of products and services in accordance with ASC 605, "Revenue Recognition." The Company recognizes revenue only when all of the following criteria have been met:

i) Persuasive evidence for an agreement exists;
ii) Service has been provided;
iii) The fee is fixed or determinable; and,
iv) Collection is reasonably assured.

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity.   Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915.  The Company will adopted this standard during the next fiscal year.

In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers.   The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition.  Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities.  The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the financial statements.

In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.  A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved.  The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted.  Management has reviewed the ASU and believes that they currently account for these awards in a manner consistent with the new guidance, therefore there is no anticipation of any effect to the financial statements.
F-10

In August2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern.    Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events.  The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.  The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met conditions which would subject these financial statements for additional disclosure.

Management has considered all recent accounting pronouncements issued. The Company's management believes that these recent pronouncements will not have a material effect on the Company's consolidated financial statements.
 
NOTE 3 -GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  As of July 31, 2014, the Company has a loss from operations of $14,914 an accumulated deficit of $14,991 and has earned minimal revenues since inception.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending July 31, 2015.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.  In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 -   EQUITY

Preferred Stock

The Company has authorized 50,000,000 preferred shares with a par value of $0.0001 per share.  The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.  No shares of preferred stock have been issued.

F-11

Common Stock

The Company has authorized 150,000,000 common shares with a par value of $0.0001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Since inception (May 20, 2014) to July 31, 2014, the Company has issued a total of 15,490,000 common shares for compensation and services of $1,549, as follows:

· On May 21, 2014, the Company issued to its founders 14,000,000 shares of common stock at $0.0001 per share for compensation valued at $1,400.

· During June 2014, the Company issued to consultants 1,490,000 shares of common stock at $0.0001 per share for cash in the amount of $149.

NOTE 5 - PROVISION FOR INCOME TAXES

The Company provides for income taxes under ASC 740, "Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

The provision for income taxes differs from the amounts which would be provided by applying the statutory federal income tax rate of 34% to the net loss before provision for income taxes for the following reasons:
 
 
July 31, 2014
 
Income tax expense at statutory rate
 
$
(5,097
)
Valuation allowance
   
5,097
 
Income tax expense per books
 
$
-
 

Net deferred tax assets consist of the following components as of:

 
 
July 31, 2014
 
NOL Carryover
 
$
14,991
 
Valuation allowance
   
(14,991
)
Net deferred tax asset
 
$
-
 

Due to the change in ownership provisions of the Income Tax laws of United States of America, net operating loss carry forwards of approximately $14,991 for federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be limited as to use in future years.

NOTE 6 - RELATED PARTY TRANSACTIONS

Equity

On May 21, 2014, the Company issued 14,000,000 shares of its common stock to officers at $0.0001 per share for compensation totaling $1,400.

F-12

Note Payable

On July 15, 2014, a corporation controlled by an officer and director committed $75,000 Promissory Note in the form of a line of credit.  Any unpaid balance is due December 15, 2014 at an annual interest rate of 5% and may be prepaid without penalty.  During the period, advances under the line of credit to the Company were in the amount of $18,500 for working capital requirements. As of July 31, the Company was obligated to the Company, for this interest bearing demand loan with a balance of $18,577, which includes $77 of accrued interest. The Company plans to pay the loan and interest back as cash flows become available.  The remaining balance available under the line of credit is $56,423, as of July 31, 2014.

Revenue

During the period ended July 31, 2014, related corporations were responsible for 100% of our revenue and accounts receivable of $8,000 and $6,500, respectively.

Other

The controlling shareholders have pledged their support to fund continuing operations during the development stage; however there is no written commitment to this effect.  The Company is dependent upon the continued support.

The officers and directors of the Company may be involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the founder of the Company to use at no charge.

The Company does not have employment contracts with its key employees, the controlling shareholders, who are officers and directors of the Company.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company has no commitments or contingencies as of July 31, 2014.

From time to time the Company may become a party to litigation matters involving claims against the Company.  Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.

NOTE 8 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were available to be issued.  Based on our evaluation no events have occurred that require disclosure.
F-13



PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13.  Other Expenses of Issuance and Distribution.
Expenses incurred or expected relating to this Prospectus and distribution are as follows:
 
Legal Fees and Registration Expenses
 
$
7,500.00
 
Accounting Fees and Expenses
   
5,000.00
 
Transfer Agent Fees
   
1,000.00
 
Printing of Prospectus
   
250.00
 
Miscellaneous
   
1,250.00
 
Total
 
$
15,000.00
 
 
Item 14.  Indemnification of Directors and Officers.
Under the General Corporation Law of the State of Nevada, we can indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act").  Our certificate of incorporation provides that, pursuant to Nevada law, our directors shall not be liable for monetary damages for breach of the directors' fiduciary duty of care to us and our stockholders.  This provision in the certificate of incorporation does not eliminate the duty of care, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Nevada law.  In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, for any transaction from which the director directly or indirectly derived an improper personal benefit, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Nevada law.  The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.
Our by-laws provide for the indemnification of our directors and officers to the fullest extent permitted by the Nevada General Corporation Law.  We are not, however, required to indemnify any director or officer in connection with any (a) willful misconduct, (b) willful neglect, or (c) gross negligence toward or on behalf of us in the performance of his or her duties as a director or officer.  We are required to advance, prior to the final disposition of any proceeding, promptly on request, all expenses incurred by any director or officer in connection with that proceeding on receipt of any undertaking by or on behalf of that director or officer to repay those amounts if it should be determined ultimately that he or she is not entitled to be indemnified under our bylaws or otherwise.
We have been advised that, in the opinion of the SEC, any indemnification for liabilities arising under the Securities Act of 1933 is against public policy, as expressed in the Securities Act, and is, therefore, unenforceable.
Item 15.  Recent Sales of Unregistered Securities.
On May 20, 2014, Curtis Summers, Earnest Diaz, and Douglas G. Baker purchased 6,440,000 shares, 6,440,000 and 1,120,000 shares respectively of our common stock for services valued at $644, $644 and $112, respectively, or for $0.0001 per share. On June 16, 2014 the Company issued 745,000 shares of common stock to a shareholder for a $74.50 subscription receivable. Payment was received in August, 2014. On June 23, 2014 the Company issued 745,000 shares of common stock to a shareholder for a $74.50 subscription receivable. Payment was received in July, 2014.
The issuance and sale of these shares was deemed exempt from registration under the Securities Act of 1933 in reliance on Section 4(2) of that act as a transaction by an issuer not involving any public offering.

55

Item 16.  Exhibits and Financial Statement Schedules.
(a)              The exhibits listed in the following Exhibit Index are filed as part of this registration statement.
Exhibit No.
Description
3.1
3.2
 
5.1
 
14.1
 
14.2
 
23.1
 
23.2
 
99.1
 
_______________

(b)              The financial statement schedules are either not applicable or the required information is included in the financial statements and footnotes related thereto.
Item 17.  Undertakings.
A.              The undersigned registrant hereby undertakes:
(1)              To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)              To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)              To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii)              To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2)              That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)              To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)              Intentionally omitted.
56

(5)              That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)              Intentionally omitted.
(ii)              If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(6)              That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)              Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424.
(ii)              Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)              The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)              Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
B.              Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
57


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, in the City of Edmond, State of Oklahoma, on September 26, 2014.
PANAMERA HEALTHCARE CORPORATION
By:
/ s/ Curtis Summers
Curtis E. Summers
Chairman of the Board, President and Chief Executive Officer (principal executive officer)
By:
/ s/ Douglas Baker
Douglas G. Baker
Chief Financial Officer, Secretary and Treasurer (principal financial and accounting officer)


POWER OF ATTORNEY
We, the undersigned officers and directors of Panamera Healthcare Corporation, hereby severally constitute and appoint Curtis Summers and Douglas G. Baker, and each of them (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution, for us and in our stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
Title
Date
  
 
 
/s/ Curtis Summers
Chairman of the Board, President
September  26, 2014
Curtis E. Summers
and Chief Executive Officer
 
 
(principal executive officer)
 
 
 
 
/s/ Douglas Baker
Chief Financial Officer.
September  26, 2014
Douglas G. Baker
  Secretary, Treasurer and Director
 
 
 (principal financial and accounting officer)
 


 


 
ARTICLES OF INCORPORATION
OF
PANAMERA HEALTHCARE CORPORATION
(continued)

ARTICLE EIGHT
PURPOSES

The purposes for which the corporation is organized are to engage in any activity or business not in conflict with the laws of the State of Nevada or of the United States of America, and without limiting the generality of the foregoing, specifically:

I.              OMNIBUS: To have to exercise all the powers now or hereafter conferred by the laws of the State of Nevada upon corporations organized pursuant to the laws under which the corporation is organized and any and all acts amendatory thereof and supplemental thereto.

II.              CARRYING ON BUSINESS OUTSIDE STATE:  To conduct and carry on its business or any branch thereof in any state or territory of the United States or in any foreign country in conformity with the laws of such state, territory, or foreign country, and to have and maintain in any state, territory, or foreign country a business office, plant, store or other facility.

III.              PURPOSES TO BE CONSTRUED AS POWERS:  The purposes specified herein will be construed both as purposes and powers and will be in no ways limited or restricted by reference to, or inference from, the terms of any other clause in this or any other article, but the purposes and powers specified in each of the clauses herein will be regarded as independent purposes and powers, and the enumeration of specific purposes and powers will not be construed to limit or restrict in any manner the meaning of general terms or of the general powers of the corporation; nor will the expression of one  thing be deemed to exclude another, although it be of like nature not expressed.

ARTICLE NINE
CAPITAL STOCK

9.1              Authorized Stock .  The corporation will have authority to issue two hundred million (200,000,000) shares of stock in the aggregate.  These shares will be divided into two classes and designated as follows:

(a)  One hundred fifty million (150,000,000) shares of Common Stock, par value: $0.0001 per share.

(b)  Fifty Million (50,000,000) shares of Preferred Stock, par value: $0.0001 per share.

ARTICLES OF INCORPORATION: 2

9.2              Common Stock . Subject to the rights, preferences, privileges or restrictions of Preferred Stock or any series thereof, the relative rights, preferences, privileges and restrictions granted to or imposed upon Common Stock and the holders thereof are as follows:

9.2.1              Dividends. The holders of Common Stock will be entitled to receive, when, as and if declared by the Board of Directors, out of any funds of this corporation legally available therefor, such dividends as may be declared thereon from time to time by the Board of Directors.

9.2.2              Liquidation, Dissolution or Winding Up.    In the event of any liquidation, dissolution or winding up of this corporation, whether voluntary or involuntary, the holders of Common Stock will be entitled to receive ratably, based on the total number of shares of Common Stock held by each, the assets and funds of this corporation legally available for distribution to its shareholders, whether from capital or surplus.

9.2.3              Voting . The holders of Common Stock will be entitled to one vote for each share of Common Stock held and will have full voting rights and be entitled to vote on such matters and in such manner as provided herein or by law.

9.3              Preferred Stock .  The authorized shares of Preferred Stock may be divided into and issued in series. Subject to the limitations provided in these Articles or by law, authority is vested in the Board of Directors to divide any or all of such Preferred Stock into any number of series, to fix and determine the relative rights, preferences, privileges and restrictions of the shares of any series to be established, and to amend the relative rights, preferences, privileges and restrictions of the shares of any series that has been established but is wholly unissued. Subject to compliance with any applicable protective voting rights which have been or may be granted to Preferred Stock or any series thereof, the rights, preferences, privileges and restrictions of any series of Preferred Stock so established may be junior to, pari passu with or senior to Common Stock or any present or future series of Preferred Stock (including without limitation provisions with respect to dividends, liquidation, voting or approval, and redemption). Within any limitations stated in these Articles or in the resolution of the Board of Directors establishing a series, the Board of Directors, after the issuance of shares of a series, may amend the resolution establishing the series to decrease (but not below the number of shares of such series then outstanding) the number of shares of that series, and the number of shares constituting the decrease will thereafter constitute authorized but undesignated shares. The authority herein granted to the Board of Directors to determine the relative rights, preferences, privileges and restrictions of Preferred Stock will be limited to unissued shares, and no power will exist to alter or change the relative rights, preferences, privileges or restrictions of any shares that have been issued. Preferred Stock or any series thereof may have relative rights, preferences, privileges and restrictions that are identical to those of Common Stock.

ARTICLES OF INCORPORATION: 3

9.4              Issuance of Certificates . The Board of Directors will have the authority to issue shares of the capital stock of this corporation and the corresponding certificates subject to any applicable transfer restrictions and other limitations as it may deem necessary to promote compliance with applicable federal and state securities laws, and to regulate the transfer of shares in a manner as may be calculated to promote this compliance or to further any other reasonable purpose.

9.5              Quorum for Meeting of Shareholders . A quorum will exist at any meeting of shareholders if a majority of the votes entitled to be cast is represented in person or by proxy. In the case of any meeting of shareholders that is adjourned more than once because of the failure of a quorum to attend, those who attend the third convening of such meeting, although less than a quorum, will nevertheless constitute a quorum for the purpose of electing directors, provided that the percentage of shares represented at the third convening of such meeting will not be less than one‑third of the shares entitled to vote.

9.6              Contracts with Interested Shareholders . Subject to the limitations set forth in the Nevada Revised Statutes ("NRS"), to the extent applicable:

(a)  This corporation may enter into contracts and otherwise transact business as vendor, purchaser, lender, borrower, or otherwise with its shareholders and with corporations, associations, firms, and entities in which they are or may be or become interested as directors, officers, shareholders, members, or otherwise.

(b)  Any such contract or transaction will not be affected or invalidated or give rise to liability by reason of the shareholder's having an interest in the contract or transaction.

9.7              Ratification by Shareholder Vote . Subject to the requirements of the NRS, any contract, transaction, or act of this corporation or of any director or officer of this corporation that will be authorized, approved, or ratified by the affirmative vote of a majority of shares represented at a meeting at which a quorum is present will, insofar as permitted by law, be as valid and as binding as though ratified by every shareholder of this corporation.

9.8              Calling of Special Meeting of Shareholders . Subsequent to the date that this corporation is subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), special meetings of the shareholders for any purpose or purposes may be called at any time only by the Board of Directors or the Chairman of the Board (if one be appointed), the Chief Executive Officer or the President. Shareholders of this corporation will not have the right to call special meetings after such date.
 
ARTICLES OF INCORPORATION: 4

9.9              Shareholder Voting on Extraordinary Actions. Subsequent to the date that this corporation is subject to the reporting requirements of Section 13 of the Exchange Act, pursuant to the authority granted under the NRS, the vote of shareholders of this corporation required in order to approve amendments to the Articles of Incorporation, a plan of merger or share exchange, the sale, lease, exchange, or other disposition of all or substantially all of the property of the corporation not in the usual and regular course of business, or dissolution of the corporation will be a majority of all of the votes entitled to be cast by each voting group entitled to vote thereon.

ARTICLE TEN
ASSESSMENT OF STOCK

The capital stock of the corporation, after the amount of the subscription price or par value has been paid in, will not be subject to pay debts of the corporation, and no paid up stock and no stock issued as fully paid up will ever be assessable or assessed.

ARTICLE ELEVEN
PERIOD OF EXISTENCE

The period of existence of the corporation will be perpetual.

ARTICLE TWELVE
DIRECTORS

         12.1 NUMBER OF DIRECTORS.  The number of directors of the Corporation may be increased or decreased in the manner provided in the Bylaws of the Corporation; provided, that the number of directors shall never be less than one.  In the interim between elections of directors by stockholders entitled to vote, all vacancies, including vacancies caused by an increase in the number of directors and including vacancies resulting from the removal of directors by the stockholders entitled to vote which are not filled by said stockholders, may be filled by the remaining directors, though less than a quorum.

12.2  CONTRACTS WITH INTERESTED DIRECTORS.

                  (a) The corporation may enter into contracts and otherwise transact business as vendor, purchaser, lender, borrower, or otherwise with its directors and with corporations, associations, firms, and entities in which they are or may be or become interested as directors, officers, shareholders, members, or otherwise.

                  (b) Any such contract or transaction shall not be affected or invalidated or give rise to liability by reason of the director's having an interest in the contract or transaction.

ARTICLES OF INCORPORATION: 5

ARTICLE THIRTEEN
BY-LAWS

The initial By-laws of the corporation will be adopted by its Board of Directors. The power to alter, amend, or repeal the By-laws, or to adopt new By-laws, will be vested in the Board of Directors, except as otherwise may be specifically provided in the By-laws.

ARTICLE FOURTEEN
STOCKHOLDERS' MEETINGS

Meetings of stockholders will be held at such place within or without the State of Nevada as may be provided by the By-laws of the corporation. Except as specified in paragraph 9.8 above, special meetings of the stockholders may be called by the president or any other executive officer of the corporation, the Board of Directors, or any member thereof, or by the record holder or holders of at least ten percent (10%) of all shares entitled to vote at the meeting. Any action otherwise required to be taken at a meeting of the stockholders, except election of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, will be signed by stockholders having at least a majority of the voting power.

ARTICLE FIFTEEN
CONTRACTS OF CORPORATION

No contract or other transaction between the corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by this corporation, and no act of this corporation will in any way be affected or invalidated by the fact that any of the directors of this corporation are pecuniarily or otherwise interested in, or are directors or officers of such other corporation. Any director of this corporation, individually, or any firm of which such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in any contract or transaction of the corporation; provided, however, that the fact that he or such firm is so interested will be disclosed or will have been known to the Board of Directors of this corporation, or a majority thereof; and any director of this corporation who is also a director or officer of such other corporation, or who is so interested, may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation that will authorize such contract or transaction, and may vote thereat to authorize such contract or transaction, with like force and effect as if he were not such director or officer of such other corporation or not so interested.

ARTICLE SIXTEEN
CUMULATIVE VOTING

Shareholders of this corporation will not have the right to cumulate votes for the election of directors.

ARTICLES OF INCORPORATION: 6

ARTICLE SEVENTEEN
PREEMPTIVE RIGHTS

No shareholder of this corporation will have, solely by reason of being a shareholder, any preemptive rights with respect to any stock of this corporation or any securities convertible into or carrying a right to subscribe for or acquire stock of this corporation. Notwithstanding the foregoing, this corporation will have the power to grant similar rights by contract.

ARTICLE EIGHTEEN
CONTROL SHARE ACQUISITION

The Corporation, pursuant to Section 78.434 of the Nevada Revised Statutes ("NRS"), elects not to be governed by Sections 78.411 to 78.444 of the NRS, inclusive.  Additionally, the Corporation elects not to be governed by the provisions of NRS 78.378 to 78.3793, inclusive, of the NRS.

ARTICLE NINETEEN
LIABILITY OF DIRECTORS AND OFFICERS

No director or officer will have any personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except that this Article Thirteen will not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of the Nevada Revised Statutes.

ARTICLE TWENTY
INDEMNIFICATION AND LIMITATION OF LIABILITY

20.1 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.

(a) This corporation shall indemnify and hold harmless each individual who is or was serving as a director or officer of this corporation or who, while serving as a director or officer of this corporation, is or was serving at the request of this corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any and all Liability incurred with respect to any Proceeding to which the individual is or is threatened to be made a Party because of such service, and shall make advances of reasonable Expenses with respect to such Proceeding, to the fullest extent permitted by law, without regard to the limitations in Nevada Revised Statutes; provided that no such indemnity shall indemnify any director or officer from or on account of (1) acts or omissions of the director or officer finally adjudged to be intentional misconduct or a knowing  violation of law; (2) conduct of the director or officer finally adjudged to be in violation of Nevada Revised Statutes; or (3) any transaction with respect to which it was finally adjudged that such director or officer personally received a benefit in money, property, or services to which the director or officer was not legally entitled.

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(b) This corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of this corporation or, who, while a director, officer, employee, or agent of this corporation, is or was serving at the request of this corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against Liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not this corporation would have power to indemnify the individual against such Liability under the Nevada Revised Statutes.

(c) If, after the effective date of this Section 20.1, the Act is amended to authorize further indemnification of directors or officers, then directors and officers of this corporation shall be indemnified to the fullest extent permitted by the Act.

(d) To the extent permitted by law, the rights to indemnification and advance of reasonable Expenses conferred in this Section 20.1 shall not be exclusive of any other right which any individual may have or hereafter acquire under any statute, provision of the Bylaws, agreement, vote of shareholders or disinterested directors, or otherwise. The right to indemnification conferred in this Section 20.1 shall be a contract right upon which each director or officer shall be presumed to have relied in determining to serve or to continue to serve as such. Any amendment to or repeal of this Section 20.1 shall not adversely affect any right or protection of a director or officer of this corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.

(e) If any provision of this Section 20.1 or any application thereof shall be invalid, unenforceable, or contrary to applicable law, the remainder of this Section 20.1, and the application of such provisions to individuals or circumstances other than those as to which it is held invalid, unenforceable, or contrary to applicable law, shall not be affected thereby.

20.2 LIMITATION OF DIRECTORS' LIABILITY.

To the fullest extent permitted by the Act, as it exists on the date hereof or may hereafter be amended, a director of this corporation shall not be personally liable to this corporation or its shareholders for monetary damages for conduct as a director. Any amendment to or repeal of this Section 20.2 shall not adversely affect a director of this corporation with respect to any conduct of such director occurring prior to such amendment or repeal.
 
 
ARTICLES OF INCORPORATION: 8
BYLAWS
OF
PANAMERA HEALTHCARE CORPORATION

ARTICLE I
OFFICES

Section 1.01 Registered Offices. The registered office shall be at such address as shall be set forth from time to time in the office of the Secretary of State of the State of Nevada. Section 1.02 Locations of Offices. The corporation may also have offices at such other places both within and without the state of Nevada as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II
STOCKHOLDERS

Section 2.01 Annual Meeting. The annual meeting of the stockholders shall be held within 180 days after the end of the corporation's fiscal year at such time as is designated by the board of directors and as is provided for in the notice of the meeting. If the election of directors shall not be held on the day designated herein for the annual meeting of the stockholders or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.

Section 2.02 Special Meetings. Special meetings of the stockholders may be called at any time in the manner provided in the articles of incorporation. At any special meeting of the stockholders, only such business shall be conducted as shall have been stated in the notice of such special meeting.

Section 2.03 Place of Meetings. The board of directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either within or without the state of incorporation, as the place for the holding of such meeting. If no designation is made, the place of meeting shall be at the registered office of the corporation.

Section 2.04 Notice of Meetings. The secretary or assistant secretary, if any, shall cause notice of the time, place, and purpose or purposes of all meetings of the stockholders (whether annual or special), to be mailed at least 10 but not more than 60 days prior to the meeting, to each stockholder of record entitled to vote.

Section 2.05 Waiver of Notice. Any stockholder may waive notice of any meeting of stockholders (however called or noticed, whether or not called or noticed, and whether before, during, or after the meeting) by signing a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. Attendance at a meeting, in person or by proxy, shall constitute waiver of all defects of notice regardless of whether a waiver, consent, or approval is signed or any objections are made, unless attendance is solely for the purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. All such waivers, consents, or approvals shall be made a part of the minutes of the meeting.

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Section 2.06 Fixing Record Date. For the purpose of determining: (i) stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting; (ii) stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any change, conversion, or exchange of stock; or (iii) stockholders of the corporation for any other lawful purpose, the board of directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than 60 days and, in case of a meeting of stockholders, not less than 10 days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting, the day preceding the date on which notice of the meeting is mailed shall be the record date. For any other purpose, the record date shall be the close of business on the date on which the resolution of the board of directors pertaining thereto is adopted. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof. Failure to comply with this section shall not affect the validity of any action taken at a meeting of stockholders.

Section 2.07 Voting Lists. The officers of the corporation shall cause to be prepared from the stock ledger, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the registered office of the corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. The original stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section, or the books of the corporation, or to vote in person or by proxy at any meeting of Stockholders.

Section 2.08 Quorum. Stock representing a majority of the voting power of all outstanding stock of the corporation entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the articles of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote there at, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such reconvened meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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Section 2.09 Vote Required. When a quorum is present at any meeting, the vote of the holders of stock having a majority of the voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one on which by express provision of the statutes of the state of Nevada or of the articles of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 2.10 Voting of Stock. Unless otherwise provided in the articles of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, subject to the modification of such voting rights of any class or classes of the corporation's capital stock by the articles of incorporation.

Section 2.11 Proxies. At each meeting of the stockholders, each stockholder entitled to vote shall be entitled to vote in person or by proxy; provided, however, that the right to vote by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the registered holder or holders of such stock, as the case may be, as shown on the stock ledger of the corporation or by his attorney thereunto duly authorized in writing.  Such instrument authorizing a proxy to act shall be delivered at the beginning of such meeting to the secretary of the corporation or to such other officer or person who may, in the absence of the secretary, be acting as secretary of the meeting. In the event that any such instrument shall designate two or more persons to act as proxy, a majority of such persons present at the meeting, or if only one be present, that one (unless the instrument shall otherwise provide) shall have all of the powers conferred by the instrument on all persons so designated. Persons holding stock in a fiduciary capacity shall be entitled to vote the stock so held, and the persons whose shares are pledged shall be entitled to vote, unless the transfer by the pledgor in the books and records of the corporation shall have expressly empowered the pledgee to vote thereon, in which case the pledgee or his proxy may represent such stock and vote thereon. No proxy shall be voted or acted on after six months from its date, unless the proxy is coupled with an interest, or unless the proxy provides for a longer period not to exceed seven years.

Section 2.12 Nomination of Directors. Only persons who are nominated in accordance with the procedures set forth in this section shall be eligible for election as directors. Nominations of persons for election to the board of directors of the corporation may be made at a meeting of stockholders at which directors are to be elected only (a) by or at the direction of the board of directors or (b) by any stockholder of the corporation entitled to vote for the election of directors at a meeting who complies with the notice procedures set forth in this section. Such nominations, other than those made by or at the direction of the board of directors, shall be made by timely notice in writing to the secretary of the corporation. To be timely, a stockholder's notice must be delivered or mailed to and received at the registered office of the corporation not less than 30days prior to the date of the meeting; provided, in the event that less than 40 days' notice of the date of the meeting is given or made to stockholders, to be timely, a stockholder's notice must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed. Such stockholder's notice shall set forth (a) as to each person whom such stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to regulation 14A under the Securities Exchange Act of 1934, as amended (including each such person's written consent to serve as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address of such stockholder as it appears on the corporation's books, and (ii) the class and number of shares of the corporation's capital stock that are beneficially owned by such stockholder. The request of the board of directors, any person nominated by the board of directors for election as a director shall furnish to the secretary of the corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the provisions of this section. The officer of the corporation or other person presiding at the meeting shall, if the facts so warrant, determine and declare to the meeting that a nomination was not made in accordance with such provisions, and if such officer should so determine, such officer shall so declare to the meeting, and the defective nomination shall be disregarded.

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Section 2.13 Inspectors of Election. There shall be appointed at least one inspector of the vote for each stockholders' meeting. Such inspector(s) shall first take and subscribe an oath or affirmation faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of their ability. Unless appointed in advance of any such meeting by the board of directors, such inspector(s) shall be appointed for the meeting by the presiding officer.  No director or candidate for the office of director shall be appointed as such inspector. Such inspector(s) shall be responsible for tallying and certifying each vote required to be tallied and certified by them as provided in the resolution of the board of directors appointing them or in their appointment by the person presiding at such meeting, as the case may be.

Section 2.14 Election of Directors. At all meetings of the stockholders at which directors are to be elected, except as otherwise set forth in any preferred stock designation (as defined in the articles of incorporation) with respect to the right of the holders of any class or series of preferred stock to elect additional directors under specified circumstances, directors shall be elected by a plurality of the votes cast at the meeting. The election need not be by ballot unless any stockholder so demands before the voting begins. Except as otherwise provided by law, the8articles of incorporation, any preferred stock designation, or these bylaws, all matters other than the election of directors submitted to the stockholders at any meeting shall be decided by a majority of the votes cast with respect thereto.

Section 2.15 Business at Annual Meeting. At any annual meeting of the stockholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the board of directors or (b) by any stockholder of the corporation who is entitled to vote with respect thereto and who complies with the notice procedures set forth in this section. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the corporation. To be timely, a stockholder's notice shall be delivered or mailed to and received at the registered offices of the corporation not less than 30 days prior to the date of the annual meeting; provided, in the event that less than 40 days' notice of the date of the meeting is given or made to stockholders, to be timely, a stockholder's notice shall be so received not later than the close of business on the tenth day following the day on which such notice of the date of the annual meeting was mailed. A stockholder's notice to the secretary shall set forth as to each matter such stockholder proposes to bring before the annual meeting (a) a brief description of the matter desired to be brought before the annual meeting and the reasons for presenting such matter at the annual meeting, (b) the name and address, as they appear on the corporation's books, of the stockholder proposing such matter, (c) the class and number of shares of the corporation's capital stock that are beneficially owned by such stockholder, and (d) any material interest of such stockholder in such matter. Notwithstanding anything in these bylaws to the contrary, no matter shall be brought before or conducted at an annual meeting except in accordance with the provisions of this section. The officer of the corporation or other person presiding at the annual meeting shall, if the facts so warrant, determine and declare to the meeting that a matter was not properly brought before the meeting in accordance with such provisions, and such matter shall not be presented or voted on by the stockholders.

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Section 2.16 Business at Special Meeting. At any special meeting of the stockholders, only such business shall be conducted as shall have been stated in the notice of such special meeting.

Section 2.17 Written Consent to Action by Stockholders. Unless otherwise provided in the articles of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 2.18 Procedure for Meetings. Meeting of the stockholders shall be conducted pursuant to such reasonable rules of conduct and protocol as the board of directors or the officer of the Corporation or other person presiding at the meeting may prescribe or, if no such rules are prescribed, in accordance with the most recent published edition of Robert's Rules of Order.

ARTICLE III
DIRECTORS

Section 3.01 General Powers. The business of the corporation shall be managed under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the articles of incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

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Section 3.02 Number, Term, and Qualifications. The number of directors which shall constitute the board, subject to the limitations set forth in the articles of incorporation, shall be determined by resolution of a majority of the total number of directors if there were no vacancies(the "Whole Board") or, if there are fewer directors than a majority of the Whole Board, by the unanimous consent of the remaining directors or by the stockholders at the annual meeting of the stockholders or a special meeting called for such purpose, except as provided in section 3.03 of this article, which such resolution shall be incorporated by this reference into and shall be a part of these bylaws. Each director elected shall hold office until his successor is elected and qualified. Directors need not be residents of the state of incorporation or stockholders of the corporation.

Section 3.03 Vacancies and Newly Created Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by majority of the directors then in office, though less than a quorum of the Whole Board, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Section 3.04 Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw immediately following and at the same place as the annual meeting of stockholders. The board of directors may provide by resolution the time and place, either within or without the state of incorporation, for the holding of additional regular meetings without other notice than such resolution.

Section 3.05 Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairman of the board, president, or any two directors or, in the absence or disability of the president, by any vice-president. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the state of incorporation, as the place for holding any special meeting of the board of directors called by them.

Section 3.06 Meetings by Telephone Conference Call. Members of the board of directors may participate in a meeting of the board of directors or a committee of the board of directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 3.07 Notice. Notice of any special meeting can be given at least 72 hours prior thereto by written notice delivered personally or sent by facsimile transmission confirmed by registered mail or certified mail, postage prepaid, or by overnight courier to each director. Any such notice shall be deemed to have been given as of the date so personally delivered or sent by facsimile transmission or as of the day following dispatch by overnight courier. Each director shall register his or her address and telephone number(s) with the secretary for purpose of receiving notices. Any director may waive notice of any meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. An entry of the service of notice given in the manner and at the time provided for in this section may be made in the minutes of the proceedings of the board of directors, and such entry, if read and approved at a subsequent meeting of the board of directors, shall be conclusive on the issue of notice.

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Section 3.08 Quorum. A majority of the Whole Board shall constitute a quorum for the transaction of business at any meeting of the board of directors, provided that, (a)  in order to qualify as a quorum, "a majority of the whole board" must also include the largest individual shareholder of the company, and said largest individual shareholder must be a director and be present at meetings for the transaction of business, and (b) the directors present at a meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors if any action taken is approved by a majority of the required quorum for such meeting.  If less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice, until a majority of the Whole Board shall be present or represented. At such reconvened meeting at which a majority is present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each director of record entitled to vote at the meeting.

Section 3.09 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, and individual directors shall have no power as such.

Section 3.10 Compensation. By resolution of the board of directors, the directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

Section 3.11 Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting, unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or unless he shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.12 Resignations. A director may resign at any time by delivering a written resignation to the president, a vice president, the secretary, or assistant secretary, if any. The resignation shall become effective on giving of such notice, unless such notice specifies a later time for the effectiveness of such resignation.

Section 3.13 Written Consent to Action by Directors. Any action required to be taken at a meeting of the directors of the corporation or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same legal effect as a unanimous vote of all the directors or members of the committee.

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Section 3.14 Removal. Subject to any limitations set forth in the articles of incorporation or the corporate statutes of the state of Nevada, at a meeting expressly called for that purpose, one or more directors may be removed by a vote of a majority of the shares of outstanding stock of the corporation entitled to vote at an election of directors.

ARTICLE IV
OFFICERS

Section 4.01 Number. The officers of the corporation shall be a president, a secretary, a treasurer, and such other officers as may be appointed by the board of directors. The board of directors may elect, but shall not be required to elect, a chairman of the board and one or more vice-presidents, and the board of directors may appoint a general manager.

Section 4.02 Election, Term of Office, and Qualifications. The officers shall be chosen by the board of directors annually at its annual meeting. In the event of failure to choose officers at an annual meeting of the board of directors, officers may be chosen at any regular or special meeting of the board of directors. Each such officer (whether chosen at an annual meeting of the board of directors) shall hold his office until the next ensuing annual meeting of the board of directors and until his successor shall have been chosen and qualified, or until his death or until his resignation or removal in the manner provided in these bylaws. Any one person may hold any two or more of such offices, except that the president shall not also be the secretary. No person holding two or more offices shall execute any instrument in the capacity of more than one office. The chairman of the board, if any, shall be and remain director of the corporation during the term of his office. No other officer need be a director.

Section 4.03 Subordinate Officers, Etc. The board of directors from time to time may appoint such other officers or agents, as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the board of directors from time to time may determine. The board of directors from time to time may delegate to any officer or agent the power to appoint any such subordinate officer or agents and to prescribe their respective titles, terms of office, authorities, and duties. Subordinate officers need not be stockholders or directors.

Section 4.04 Resignations. Any officer may resign at any time by delivering a written resignation to the board of directors, the president, or the secretary. Unless otherwise specified therein, such resignation shall take effect on delivery.

Section 4.05 Removal. Any officer may be removed from office at any special meeting of the board of directors called for that purpose or at a regular meeting, by the vote of a majority of the directors, with or without cause. Any officer or agent appointed in accordance with the provisions of section 4.03 hereof may also be removed, either with or without cause, by any officer on whom such power of removal shall have been conferred by the board of directors.

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Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification, or any other cause or if a new office shall be created, then such vacancies or newly created offices may be filled by the board of directors at any regular or special meeting.

Section 4.07 The Chairman of the Board. The chairman of the board, if there be such an officer, shall have the following powers and duties:(a) To preside at all stockholders' meetings;(b) To preside at all meetings of the board of directors; and(c) To be a member of the executive committee, if any.

Section 4.08 The President. The president shall have the following powers and duties:(a) To be the chief executive officer of the corporation and, subject to the direction of the board of directors, to have general charge of the business, affairs, and property of the corporation and general supervision over its officers, employees, and agents;(b) If no chairman of the board has been chosen or if such officer is absent or disabled, to preside at meetings of the stockholders and board of directors;(c) To be a member of the executive committee, if any;(d) To be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the board of directors; and(e) To have all power and perform all duties normally incident to the office of president of a corporation and shall exercise such other powers and perform such other duties as from time to time may be assigned to him by the board of directors.

Section 4.09 The Vice-Presidents. The board of directors may, from time to time, designate and elect one or more vice-presidents, one of whom may be designated to serve as executive vice-president. Each vice-president shall have such powers and perform such duties as from time to time may be assigned to him by the board of directors or the president. At the request or in the absence or disability of the president, the executive vice-president or, in the absence or disability of the executive vice-president, the vice-president designated by the board of directors or (in the absence of such designation by the board of directors) by the president, as senior vice-president, may perform all the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions on, the president.

Section 4.10 The Secretary. The secretary shall have the following powers and duties:(a) To keep or cause to be kept a record of all of the proceedings of the meetings of the stockholders and of the board of directors in books provided for that purpose;(b) To cause all notices to be duly given in accordance with the provisions of these bylaws and as required by statute;(c) To be the custodian of the records and of the seal of the corporation, and to cause such seal (or a facsimile thereof) to be affixed to all certificates representing stock of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal shall have been duly authorized in accordance with these bylaws, and when so affixed, to test the same;(d) To see that the books, reports, statements, certificates, and other documents and records required by statute are properly kept and filed;(e) To have charge of the stock ledger and books of the corporation and cause such books to be kept in such manner as to show at any time the amount of the stock of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the amount of stock held by each holder and time when each became such holder of record; and he shall exhibit at all reasonable times to any director, on application, the original or duplicate stock ledger. He shall cause the stock ledger referred to in section 6.04 hereof to be kept and exhibited at the registered office of the corporation, or at such other place as the board of directors shall determine, in the manner and for the purpose provided in such section;(f) To be empowered to sign certificates representing stock of the corporation, the issuance of which shall have been authorized by the board of directors; and(g) To perform in general all duties incident to the office of secretary and such other duties as are given to him by these bylaws or as from time to time may be assigned to him by the board of directors or the president.

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Section 4.11 The Treasurer. The treasurer shall have the following powers and duties:(a) To have charge and supervision over and be responsible for the monies, securities, receipts, and disbursements of the corporation;(b) To cause the monies and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such banks or other depositories as shall be selected in accordance with section 5.03 hereof;14(c) To cause the monies of the corporation to be disbursed by checks or drafts (signed as provided in section 5.04 hereof) drawn on the authorized depositories of the corporation, and to cause to be taken and preserved property vouchers for all monies disbursed;(d) To render to the board of directors or the president, whenever requested, a statement of the financial condition of the corporation and of all of his transactions as treasurer, and render a full financial report at the annual meeting of the stockholders, if called on to do so;(e) To cause to be kept correct books of account of all the business and transactions of the corporation and exhibit such books to any directors on request during business hours;(f) To be empowered from time to time to require from all officers or agents of the corporation reports or statements giving such information as he may desire with respect to any and all financial transactions of the corporation;(g) To perform in general all duties incident to the office of treasurer and such other duties as are given to him by these bylaws or as from time to time may be assigned to him by the board of directors or the president; and(h) To, in the absence of the designation to the contrary by the board of directors, to act as the chief financial officer and/or principal accounting officer of the corporation.

Section 4.12 Salaries. The salaries or other compensation of the officers of the corporation shall be fixed from time to time by the board of directors, except that the board of directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of section 4.03hereof. No officer shall be prevented from receiving any such salary or compensation by reason of the fact that he is also a director of the corporation.

Section 4.13 Surety Bonds. In case the board of directors shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sums and with such surety or sureties as the board of directors may direct, conditioned on the faithful performance of his duties to the corporation, including responsibility for negligence and for the proper accounting of all property, monies, or securities of the corporation which may come into his hands.


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ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY, AND DEPOSIT OF CORPORATE FUNDS

Section 5.01 Execution of Instruments. Subject to any limitation contained in the articles of incorporation or these bylaws, the president or any vice-president may, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the board of directors. The board of directors may, subject to any limitation contained in the articles of incorporation or in these bylaws, authorize in writing any officer or agent to execute and deliver any contract or other instrument in the name and on behalf of the corporation; any such authorization may be general or confined to specific instances.

Section 5.02 Loans. No loan or advance shall be contracted on behalf of the corporation, nonnegotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security for the payment of any loan, advance, indebtedness, or liability of the corporation, unless and except as authorized by the board of directors. Any such authorization may be general or confined to specific instances.

Section 5.03 Deposits. All monies of the corporation not otherwise employed shall be deposited from time to time to its credit in such banks or trust companies or with such bankers or other depositories as the board of directors may select or as from time to time may be selected by any officer or agent authorized to do so by the board of directors.

Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances, checks, endorsements, and, subject to the provisions of these bylaws, evidences of indebtedness of the corporation shall be signed by such officer or officers or such agent or agents of the corporation and in such manner as the board of directors from time to time may determine. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories shall be in such manner as the board of directors from time to time may determine.

Section 5.05 Bonds and Debentures. Every bond or debenture issued by the corporation shall be evidenced by an appropriate instrument, which shall be signed by the president or a vice-president and by the secretary and sealed with the seal of the corporation. The seal may be a facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the corporation, or other trustee designated by an indenture of trust or other agreement under which such security is issued, the signature of any of the corporation's officers named thereon may be a facsimile. In case any officer who signed or whose facsimile signature has been used on any such bond or debenture shall cease to be an officer of the corporation for any reason before the same has been delivered by the corporation, such bond or debenture may nevertheless be adopted by the corporation and issued and delivered as through the person who signed it or whose facsimile signature has-been used thereon had not ceased to be such officer.

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Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements, and assignments of stocks, bonds, and other securities owned by or standing in the name of the corporation and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement, or assignment shall be effected by the president or by any vice-president and the secretary or assistant secretary, or by any officer or agent thereunto authorized by the board of directors.

Section 5.07 Proxies. Proxies to vote with respect to stock of other corporations owned by or standing in the name of the corporation shall be executed and delivered on behalf of the corporation by the president or any vice-president and the secretary or assistant secretary of the corporation or by any officer or agent there under authorized by the board of directors.

ARTICLE VI
CAPITAL STOCK

Section 6.01 Stock Certificates. Every holder of stock in the corporation shall be entitled to have a certificate, signed by the president or any vice-president and the secretary or assistant secretary, and sealed with the seal (which may be a facsimile, engraved or printed) of the corporation, certifying the number and kind, class, or series of stock owned by him in the corporation; provided, however, that where such a certificate is countersigned by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such president, vice-president, secretary, or assistant secretary may be a facsimile. In case any officer who shall have signed or whose facsimile signature or signatures shall have been used on any such certificate shall cease to be such officer of the corporation, for any reason, before the delivery of such certificate by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed it or whose facsimile signature or signatures shall have been used thereon has not ceased to be such officer. Certificates representing stock of the corporation shall be in such form as provided by the statutes of the state of incorporation. There shall be entered on the stock books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the stock represented thereby, the number and kind, class, or series of such stock, and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked "canceled" with the date of cancellation.

Section 6.02 Transfer of Stock. Transfers of stock of the corporation shall be made on the books of the corporation on authorization of the holder of record thereof or by his attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the corporation or its transfer agent, and on surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such stock. Except as provided by law, the corporation and its transfer agents and registrars, if any, shall be entitled to treat the holder of record of any stock as the absolute owner thereof for all purposes, and accordingly shall not be bound to recognize any legal, equitable, or other claim to or interest in such stock on the part of any other person whether or not it or they shall have express or other notice thereof.

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Section 6.03 Regulations. Subject to the provisions of the articles of incorporation, the board of directors may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for stock of the corporation.

Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A stock ledger(or ledgers where more than one kind, class, or series of stock is outstanding) shall be kept at the principal place of business of the corporation, or at such other place as the board of directors shall determine, containing the names alphabetically arranged of the stockholders of the corporation, their addresses, their interest, the amount paid on their shares, and all transfers thereof and the number and class of stock held by each. Such stock ledgers shall at all reasonable hours be subject to inspection by persons entitled by law to inspect the same.

Section 6.05 Transfer Agents and Registrars. The board of directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing stock of the corporation and may require all such certificates to bear the signature of either or both. The board of directors may from time to time define the respective duties of such transfer agents and registrars. No certificate for stock shall be valid until countersigned by a transfer agent, if at the date appearing thereon the corporation had a transfer agent for such stock, and until registered by a registrar, if at such date the corporation had a registrar for such stock.

Section 6.06 Closing of Transfer Books and Fixing of Record Date(a) The board of directors shall have power to close the stock ledgers of the corporation for a period of not to exceed 60 days preceding the date of any meeting of stockholders, the date for payment of any dividend, the date for the allotment of rights, the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose.(b) In lieu of closing the stock ledgers as aforesaid, the board of directors may fix in advance a date, not less than 10 days and not exceeding 60 days preceding the date of any meeting of stockholders, the date for the payment of any dividend, the date for the allotment of rights, the date when any change or conversion or exchange of capital stock shall go into effect, or the date for obtaining the consent of the stockholders for any purpose, as a record date for the determination of the stockholders entitled to a notice of, and to vote at, any such meeting and any adjournment thereof, entitled to receive payment of any such dividend, to any such allotment of rights, to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent.(c) If the stock ledgers shall be closed or a record date set for the purpose of determining stockholders entitled to notice of, or to vote at, a meeting of stockholders, such books shall be closed for or such record date shall be set as of a date at least 10 days immediately preceding such meeting.

Section 6.07 Lost or Destroyed Certificates. The corporation may issue a new certificate for stock of the corporation in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the board of directors may, in its discretion, require the owner of the lost or destroyed certificate or his legal representatives to give the corporation a bond in such form and amount as the board of directors may direct and with such surety or sureties as may be satisfactory to the board, and to indemnify the corporation and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of the new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the board of directors, it is proper to do so.


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ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 7.01 Executive Committee. The board of directors, by resolution adopted by a majority of the Whole Board, may appoint from its membership an executive committee of not less than three members (whose members shall include the chairman of the board, if any, and the president, one of whom shall act as chairman of the executive committee, as the board may designate). The board of directors shall have the power at any time to dissolve the executive committee, to change the membership thereof, and to fill vacancies thereon. When the board of directors is not in session, the executive committee shall have and may exercise all of the powers delegated to it by the board of directors, except the following powers: to fill vacancies in the board of directors; to appoint, change membership of, or fill vacancies in any other committee appointed by the board of directors; to declare dividends or other distributions to stockholders; to adopt, amend, or repeal the articles of incorporation or these bylaws; to approve any action that also requires stockholder approval; to amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable; to fix the compensation of directors for serving on the board of directors or on any committee; to adopt an agreement of merger or consolidation; to recommend to the stockholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets; to recommend to the stockholders a dissolution of the corporation or a revocation of a dissolution; to recommend to stockholders an amendment of bylaws; or to authorize the issuance of stock (provided that the executive committee, if so directed by the board of directors, may determine the number of shares of stock to be issued to individuals and the amount of consideration for which such shares shall be issued not in excess of the number of shares authorized to be issued by the board of directors).

Section 7.02 Other Committees. The board of directors, by resolution adopted by a majority of the Whole Board, may appoint such other committees as it may, from time to time, deem proper and may determine the number of members, frequency of meetings, and duties thereof.

Section 7.03 Proceedings. The executive committee and such other committees as may be designated hereunder by the board of directors may fix their own presiding and recording officer or officers and may meet at such place or places, at such time or times, and on such notice (or without notice) as it shall determine from time to time. Each committee may make rules for the conduct of its business as it shall from time to time deem necessary. It will keep a record of its proceedings and shall report such proceedings to the board of directors at the meeting of the board of directors' next following.

Section 7.04 Quorum and Manner of Acting. At all meetings of the executive committee and of such other committees as may be designated hereunder by the board of directors, the presence of members constituting a majority of the total membership of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee. The members of the executive committee and of such other committees as maybe designated hereunder by the board of directors shall act only as a committee, and the individual members thereof shall have no powers as such.

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Section 7.05 Resignations. Any member of the executive committee and of such other committees as may be designated hereunder by the board of directors may resign at any time by delivering a written resignation to either the board of directors, the president, the secretary, or assistant secretary, or to the presiding officer of the committee of which he is a member, if any shall have been appointed and shall be in office. Unless otherwise specified therein, such resignation shall take effect on delivery.

Section 7.06 Removal. The board of directors may, by resolutions adopted by a majority of the Whole Board, at any time remove any member of the executive committee or of any other committee designated by it hereunder either for or without cause.

Section 7.07 Vacancies. If any vacancy shall occur in the executive committee or of another committee designated by the board of directors hereunder, by reason of disqualification, death, resignation, removal, or otherwise, the remaining members shall, until the filling of such vacancy, constitute the then total authorized membership of the committee and continue to act, unless such committee is left with only one member as a result thereof. Such vacancy may be filled at any meeting of the Whole Board or, if the authority to do so is delegated to the board of directors by the Whole Board, by action taken by a majority of the quorum of the board of directors.

Section 7.08 Compensation. The Whole Board may allow a fixed sum and expenses of attendance to any member of the executive committee or of any other committee designated by it hereunder who is not an active salaried employee of the corporation for attendance at each meeting of the said committee.

ARTICLE VIII
INSURANCE AND OFFICER AND DIRECTOR CONTRACTS

Section 8.01 Indemnification: Third-Party Actions. The corporation shall indemnify any officer or director who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of the fact that he is or was a director or officer of the corporation (and, in the discretion of the board of directors, may so indemnify a person by reason of the fact that he is or was an employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise),against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with any such action, suit, or proceeding, if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, or, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

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Section 8.02 Indemnification: Corporate Actions. The corporation shall indemnify any director or officer who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation (and, in the discretion of the board of directors, may so indemnify a person by reason of the fact that he is or was an employee or agent of the corporation or is or was serving as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise), against expenses(including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 8.03 Determination. To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. Any other indemnification under sections8.01 or 8.02 hereof, unless ordered by a court, shall be made by the corporation only in a specific case in which a determination is made that indemnification of the director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard or conduct setforth in sections 8.01 or 8.02 hereof. Such determination shall be made either (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or(iii) by the stockholders by a majority vote of a quorum of stockholders at any meeting duly called for such purpose.

Section 8.04 Advances. Expenses incurred by an officer or director in defending a civil or criminal action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding on receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by this section. Such expenses incurred by other employees and agents may be so paid on such terms and conditions, if any, as the board of directors deems appropriate.

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Section 8.05 Scope of Indemnification. The indemnification and advancement of expenses provided by, or granted pursuant to, sections 8.01, 8.02, and 8.04:(a) Shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled, under any bylaw, agreement, vote21of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office; and(b) Shall, unless otherwise provided when authorized or ratified, continue as to a person who ceases to be a director, officer, employee, or agent of the corporation and shall inure to the benefit of the heirs, executors, and administrators of such a person.

Section 8.06 Insurance. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against any such liability.

Section 8.07 Officer and Director Contracts. No contract or other transaction between the corporation and one or more of its directors or officers or between the corporation and any corporation, partnership, association, or other organization in which one or more of the corporation's directors or officers are directors, officers, or have a financial interest, is either void or voidable solely on the basis of such relationship or solely because any such director or officer is present at or participates in the meeting of the board of directors or a committee thereof which authorizes the contract or transaction or solely because the vote or votes of each director or officer are counted for such purpose, if:(a) The material facts of the relationship or interest are disclosed or known to the board of directors or committee and the board or committee in good faith authorizes the contractor transaction by the affirmative votes of a majority of the disinterested directors even though the disinterested directors be less than a quorum;(b) The material facts of the relationship or interest is disclosed or known to the stockholders and they approve or ratify the contract or transaction in good faith by a majority vote of the shares voted at a meeting of stockholders called for such purpose or written consent of stockholders holding a majority of the shares entitled to vote (the votes of the common or interested directors or officers shall be counted in any such vote of stockholders); or(c) The contract or transaction is fair as to the corporation at the time it is authorized, approved, or ratified by the board of directors, a committee thereof, or the stockholders.

ARTICLE IX
FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the Whole Board.



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ARTICLE X
DIVIDENDS

The board of directors may from time to time declare, and the corporation may pay, dividends on its outstanding stock in the manner and on the terms and conditions provided by the articles of incorporation and bylaws.

ARTICLE XI
AMENDMENTS

All bylaws of the corporation, whether adopted by the board of directors or the stockholders, shall be subject to amendment, alteration, or repeal, and new bylaws may be made, except that:(a) No bylaw adopted or amended by the stockholders shall be altered or repealed by the board of directors;(b) No bylaw shall be adopted by the board of directors which shall require more than the stock representing a majority of the voting power for a quorum at a meeting of stockholders or more than a majority of the votes cast to constitute action by the stockholders, except where higher percentages are required by law;(c) If any bylaw regulating an impending election of directors is adopted or amended or repealed by the board of directors, there shall be set forth in the notice of the next meeting of the stockholders for the election of directors, the bylaws so adopted or amended or repealed, together with a concise statement of the changes made; and(d) No amendment, alteration, or repeal of this article XI shall be made except by the stockholders.

CERTIFICATE OF SECRETARY The undersigned does hereby certify that such is the secretary PANAMERA HEALTHCARE CORPORATION, a corporation duly organized and existing under and by virtue of the laws of the state of Nevada; that the above and foregoing bylaws of said corporation were duly and regularly adopted as such by the board of directors of said corporation by unanimous consent dated effective  May 21, 2014 and that the above and foregoing bylaws are now in full force and effect and supersede and replace any prior bylaws of the corporation.

Dated: May 21, 2014

/s/ Douglas Baker
Douglas Baker, Secretary



 

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PARSONS/BURNETT/BJORDAHL LLP
_________________________________
ATTORNEYS

James B. Parsons
jparsons@pblaw.biz

VIA EDGAR CORRESPONDENCE ONLY

September 25, 2014

Board of Directors
Panamera Healthcare Corporation.
To Whom it May Concern::
In our capacity as counsel for Panamera Healthcare Corporation.(the "Company"), we have participated in the corporate proceedings relative to the issuance by the Company of a maximum of 3,990,000 shares of common stock as set out and described in the Company's Registration Statement on Form S-1 under the Securities Act of 1933 (the "Registration Statement").

We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Company's Articles of Incorporation, as amended to date, (iii) the Company's Amended and Restated By-Laws, as amended to date, (iv) certain resolutions of the Company's board of directors and (v) such other documents as we have deemed necessary or appropriate for purposes of rendering the opinion set forth herein.
 
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.  As to any facts material to the opinion expressed herein that were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.
Based upon the foregoing, we opine that:
(1) The Company is a corporation duly organized and validly existing under the laws of the State of Nevada, as amended, including statutory provisions, and all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws;
(2) The Company has taken all requisite corporate action and all action required with respect to the authorization, issuance and sale of common stock issued pursuant to the Registration Statement;
(3) 2,500,000 shares of common stock previously issued have been duly authorized, validly issued, fully paid and non-assessable.
(4) The 1,490.000 shares of common stock, once issued, will be duly authorized, validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to the firm in the Registration Statement.
Very truly yours,

PARSONS/BURNETT/BJORDAHL, LLP

/s/ James B. Parsons

James B. Parsons
JBP:jbp
 
 
Suite 1850 Skyline Tower, 10900 NE 4 th Street, Bellevue, WA  98004 Ÿ   T (425) 451-8568  Ÿ   F (425) 451-8568 Ÿ   www.pblaw.biz
_________________________________________________________________
A Limited Liability Partnership with offices in Bellevue and Spokane
PANAMERA HEALTHCARE CORPORATION.
CODE OF ETHICS FOR DIRECTORS, OFFICERS AND EMPLOYEES
 
I. OVERVIEW
 
Panamera Healthcare Corporation's Code of Ethics for Directors, Officers and Employees (this "Code") sets forth the guiding principles by which we operate our company and conduct our daily business with our shareholders, customers, vendors and with each other.  These principles apply to all of the directors, officers and employees of Panamera Healthcare Corporation (referred to in this Code as the "Company").  All directors, officers and employees of the Company are expected to be familiar with this Code and to adhere to those principles and procedures set forth in this Code that apply to them.
 
The purpose of this Code is to:
 
                  promote honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest;
 
                  promote full, fair, accurate, timely and understandable disclosure;
 
                  promote compliance with applicable laws and governmental rules and regulations;
 
                  ensure the protection of the Company's legitimate business interests, including corporate opportunities, assets and confidential information; and
 
                  deter wrongdoing.
 
Panamera Healthcare Corporation's Chief Executive Officer, Chief Financial Officer and (if different) principal accounting officer or controller or persons performing similar functions are covered by a separate Code of Ethics for CEO and Senior Financial Officers.  In addition, because the Company is a large and diverse financial services organization with a variety of businesses, customers and products, separate and more specific rules may apply to employees of particular parts of the Company's business.
 
II. PRINCIPLES
 
Complying with Laws, Regulations, Policies and Procedures
 
All directors, officers and employees of the Company are expected to carry out their responsibilities in compliance with all applicable laws, rules and regulations and in accordance with the highest standards of business ethics.  All directors, officers and employees of the Company are expected to understand, respect and comply with all of the laws, regulations, policies and procedures that apply to them in their position with the  Company.              Employees are responsible for talking to their manager or compliance officer to determine which laws, regulations and the Company policies apply to their position and what training is necessary to understand and comply with them.
 
Insider Trading
 
It is against Company policy and in many circumstances illegal for a director, officer or employee to profit from undisclosed information relating to the Company or any other company when that information is obtained in the course of employment with, or other services performed on behalf of, the Company.  No director, officer or employee may purchase or sell any of the Company's securities while in possession of material nonpublic information relating to the Company.  Also, no director, officer or employee may purchase or sell securities of any other company while in possession of any material nonpublic information relating to that company obtained in the course of employment with, or other services performed on behalf of, the Company.  Employees who have access to confidential information are not permitted to use or share that information for any purpose except the conduct of our business.  All non-public information about the Company should be considered confidential information.  To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal.  In order to assist with compliance with laws against insider trading, the Company has adopted a specific policy governing employees' trading in securities of the Company.  This policy has been distributed to every employee.  If you have any questions, please consult the Company's General Counsel of the Company.
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Any director, officer or employee who is uncertain about the legal rules involving a purchase or sale of securities of the Company or of any other company that he or she is familiar with by virtue of his or her work for the Company should consult with the Company's Attorney.
 
Conflicts of Interest
 
All directors, officers and employees of the Company should be scrupulous in avoiding any action or interest that conflicts or gives the appearance of a conflict with the Company's interests.  A "conflict of interest" exists whenever an individual's private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company.  A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively.  Conflicts of interest may also arise when a director, officer or employee or a member of his or her family receives improper personal benefits as a result of his or her position with the Company, whether from a third party or from the Company.  Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.
 
Conflicts of interest are prohibited as a matter of Company policy.  Conflicts of interest may not always be clear-cut, so if a question arises, an officer or employee should consult with higher levels of management or Company General Counsel of the Company.  Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel.
 
Corporate Opportunity
 
Directors, officers and employees owe a duty to the Company to advance the Company's business interests when the opportunity to do so arises.  Directors, officers and employees are prohibited from taking (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down.  More generally, directors, officers and employees are prohibited from using corporate property, information or position for personal gain and from competing with the Company.
 
Sometimes the line between personal and Company benefits is difficult to draw, and sometimes there are both personal and Company benefits in certain activities.  Directors, officers and employees who intend to make use of Company property or services in a manner not solely for the benefit of the Company should consult beforehand with the Company's General Counsel of the Company.
 
Confidentiality
 
In carrying out the Company's business, directors, officers and employees often learn confidential or proprietary information about the Company, its customers, clients, suppliers or joint venture parties.  Directors, officers and employees must maintain the confidentiality of all information so entrusted to them, except when disclosure is specifically authorized by the General Counsel of the Company or required by laws, regulations or legal proceedings.  Confidential or proprietary information of the Company, and of other companies, includes any non-public information that would be harmful to the relevant company or useful or helpful to competitors if disclosed.
 
Fair Dealing
 
We seek to outperform our competition fairly and honestly.  We seek competitive advantages through superior performance, never through unethical or illegal business practices.  Stealing proprietary information, possessing or utilizing trade secret information that was obtained without the owner's consent or inducing such disclosures by past or present employees of other companies is prohibited.
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Each director, officer and employee is expected to deal fairly with the Company's customers, suppliers, competitors, officers and employees.  No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing.
 
Protection and Proper Use of the Company Assets
 
All directors, officers and employees should protect the Company's assets and ensure their efficient use.  All the Company assets should be used for legitimate business purposes.
 
Disclosure
 
Each director, officer or employee involved in the Company's disclosure process, including without limitation Panamera Healthcare Corporation's Chief Executive Officer, the Chief Financial Officer and (if different) principal accounting officer or controller or persons performing similar functions (the "Senior Financial Officers"), is required to be familiar with and comply with the Company's disclosure controls and procedures and internal control over financial reporting, to the extent relevant to his or her area of responsibility.  In addition, each Senior Financial Officer having direct or supervisory authority regarding public reports and documents filed by the Company with the Securities and Exchange Commission ("SEC"), to the extent the Company is then required to file any public report or document with the SEC pursuant to applicable law, rule or regulation, or the Company's other public communications concerning its general business, results, financial condition and prospects shall:
 
(i) ensure that all public reports and documents filed by the Company with the SEC comply in all material respects with applicable laws, rules or regulations and rules or regulations of the national securities exchange or association on which the Company's securities are then listed, and
 
(ii) to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees and take other appropriate steps regarding these disclosures with the goal of making full, fair, accurate, timely and understandable disclosure.
 
Each director, officer or employee who is involved with the Company's disclosure process, including without limitation the Senior Financial Officers, must:
 
                  Familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
 
                  Not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's independent auditors, governmental regulators and self-regulatory organizations.
 
                  Properly review and critically analyze proposed disclosure for accuracy and completeness (or, where appropriate, delegate this task to others).
 
                  Provide prompt and accurate answers to inquiries related to the Company's public disclosure requirements.
 
Financial Statements and Other Records
 
All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform both to applicable legal requirements and to the Company's system of internal controls.  Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable law or regulation.
 
Records should always be retained or destroyed according to the Company's record retention policies.  In accordance with those policies, in the event of litigation or governmental investigation please consult Company General Counsel of the Company.
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III. REPORTING ILLEGAL OR UNETHICAL BEHAVIOR
 
Reporting Illegal or Unethical Behavior
 
Panamera Healthcare Corporation's Audit Committee is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation.  Employees, officers and directors who suspect or know of violations of this Code or illegal or unethical business or workplace conduct by employees, officers or directors have an obligation to contact either their supervisor or superiors or the appropriate contact in the Company's Law or Audit Departments.  If the individuals to whom such information is conveyed are not responsive, or if there is reason to believe that reporting to such individuals is inappropriate in particular cases, then the employee, officer or director may contact the General Counsel of the Company. Such communications will be kept confidential to the extent feasible.  If the employee is still not satisfied with the response, the employee may contact the Audit Committee.  If concerns or complaints require confidentiality, then this confidentiality will be protected to the extent feasible, subject to applicable law.
 
Any questions relating to how this Code should be interpreted or applied should be addressed to the General Counsel of the Company.  A director, officer or employee who is unsure of whether a situation violates this Code should discuss the situation with the General Counsel of the Company.
 
Each director, officer or employee must:

Notify the General Counsel of the Company promptly of any existing or potential violation of this Code.

Not retaliate against any other director, officer or employee for reports of potential violations that are made in good faith.
 
The Audit Committee and the General Counsel of the Company shall take all action they consider appropriate to investigate any violations reported to them.  If a violation has occurred, the Company will take such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee, in the case of a director or executive officer, or the General Counsel of the Company, in the case of any other employee.
 
Accounting Complaints
 
The Company's policy is to comply with all applicable financial reporting and accounting regulations.  If any director, officer or employee of the Company has unresolved concerns or complaints regarding questionable accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns or complaints (anonymously, confidentially or otherwise) to the Audit Committee in accordance with the Company's Whistleblower Policy and Procedures.  Subject to its legal duties, the Audit Committee and the Board of Directors of Panamera Healthcare Corporation (the "Board") will treat such submissions confidentially.  Such submissions may be directed to the attention of the Audit Committee, or any director who is a member of the Audit Committee, at the principal executive offices of the Company.
 
Non-Retaliation
 
The Company prohibits retaliation of any kind against individuals who have made good faith reports or complaints of violations of this Code or other known or suspected illegal or unethical conduct.
 
IV. Amendment, Modification and Waiver
 
This Code may be amended or modified by the Board.
 
From time to time, the Company may waive some provisions of this Code.  Any waiver of the Code for executive officers or directors of the Company may be made only by the Board or the Audit Committee, and must be promptly disclosed as required by the Securities Exchange Act of 1934 and the rules thereunder (if the Company is then subject to such laws) and the applicable rules of any national securities exchange or association on which the Company's securities may then be listed.  Any waiver for other employees may be made only by the General Counsel of the Company.
 
 
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PANAMERA HEALTHCARE CORPORATION
 
CODE OF ETHICS FOR CEO AND SENIOR FINANCIAL OFFICERS
 
This Code of Ethics for the CEO and Senior Financial Officers ("Code") applies to the Chief Executive Officer ("CEO") of Panamera Healthcare Corporation (the "Company") and to its senior financial officers.  "Senior Financial Officers" means the Company's Chief Financial Officer and (if different) its principal accounting officer or controller or persons performing similar functions.
 
This Code supplements the Company's Code of Ethics for Directors, Officers and Employees, which sets forth fundamental principles and key policies and procedures that govern the conduct of all members of the Board of Directors ("Board") and officers and employees of the Company.  The CEO and senior financial officers are bound by the provisions set forth in the Code of Ethics for Directors, Officers and Employees and the additional standards of ethical behavior relating to accounting, internal control, financial reporting and disclosure controls and fraud contained therein, except in cases where applicable law conflicts with such code.
 
In addition to the Code of Ethics for Directors, Officers and Employees, the CEO and each senior financial officer are also subject to the following additional policies:
 
1.  The CEO and senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in any and all periodic reports required to be filed by the Company with the Securities and Exchange Commission.  Accordingly, it is the responsibility of the CEO and each senior financial officer promptly to bring to the attention of appropriate officers of the Company any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or will otherwise assist such officers in fulfilling the Company's financial reporting responsibilities.
 
2.  The CEO and each senior financial officer shall promptly bring to the attention of appropriate officers of the Company and the Audit Committee any information he or she may have concerning (a) material weaknesses or significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.
 
3.  The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the CEO (as applicable) and to the attention of the Audit Committee any information he or she may have concerning any material violation of this Code or the Code of Ethics for Directors, Officers and Employees, including any actual or apparent conflicts of interest between personal and professional relationships that are not addressed in accordance with such codes and that involve management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.
 
4.  The CEO and each senior financial officer shall promptly bring to the attention of the General Counsel or the CEO (as applicable) and to the attention of the Audit Committee any information he or she may have concerning evidence of a material violation of the banking, securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of material violations of this Code or the Code of Ethics for Directors, Officers and Employees.
 
5.  The Board shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of this Code or the Code of Ethics for Directors, Officers and Employees by the CEO or the Company's senior financial officers.  Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to such codes, shall include written notices to the individual involved that the Board has determined that there has been a violation, and may include such other steps or disciplinary action as the Board deems appropriate.  In determining what action is appropriate in a particular case, the Board or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.
Messineo & Co, CPAs , LLC
2471 N McMullen Booth Rd Ste. 302
Clearwater, FL 33759-1362
T: (727) 421-6268
F: (727) 674-0511
 
 
 
 
Consent of Independent Registered Public Accounting Firm


We consent to the inclusion in the Prospectus, of which this Registration Statement on Form S-1 is a part, of the report dated September 4, 2014 relative to the financial statements of Panamera Healthcare Corporation as of July 31, 2014 and for the period May 20, 2014 (date of inception) through July 31, 2014.

We also consent to the reference to our firm under the caption "Experts" in such Registration Statement.

Messineo & Co, CPAs LLC
Clearwater, Florida
September 26 , 2014
PANAMERA HEALTHCARE CORPORATION
SUBSCRIPTION AGREEMENT

TO:              _________________________________

I hereby agree to become a shareholder of PANAMERA HEALTHCARE CORPORATION, a Nevada corporation (the "Company"), and to purchase the number of Shares of the Company (the "Shares"), as set forth above my signature hereto at a purchase price of $0.04 U.S. per Share.

Simultaneously with the execution and delivery hereof, I am transmitting a certified or bank check, money order, personal check, or bank wire to the order of PANAMERA HEALTHCARE CORPORATION representing the payment for my agreed subscription. It is understood that this Subscription Agreement is not binding on the Company unless and until it is accepted by it, as evidenced by the execution indicated below. I further understand that in the event this Subscription Agreement is not accepted as herein above set forth, then the funds transmitted herewith shall be returned and thereupon this Subscription Agreement shall be null and void.

This Subscription Agreement shall be construed in accordance with and governed by the internal laws of the State of Nevada.

I make the following representations and warranties:

1.
     I am a resident of the State or Province of ______________________________.________
                                                                                     (Print name of state or province)                                                                                      (Initials)

2. I UNDERSTAND THAT THE OPERATIONS IN WHICH THE COMPANY WILL BE INVOLVED ENTAIL MATERIAL AMOUNTS OF RISK AND THAT THERE IS NO ASSURANCE THAT SUCH OPERATIONS WILL BE SUCCESSFUL.
________
(Initials)

3. I have sufficient assets to easily pay my subscription to the Company, and my subscription to the Company is not unreasonably large when compared with my total financial capability.
_________
(Initials)

4. I have been provided with all materials and information requested by either me, my counsel, or others representing me, including any information requested to verify information furnished, and there has been direct communication between you and your representatives on the one hand, and me and my representatives and advisor(s) (if any) on the other in connection with the information supplied to me and otherwise requested and the terms of the transaction described therein. There has been made available to both myself and my advisors the opportunity to ask questions of, and receive answers from the Company and its directors, officers, employees and representatives concerning the terms and conditions of this offering and to obtain any additional information desired necessary to verify the accuracy of the information provided.
_______
                                                                                                                                                          (Initials)

5.
I have been provided a copy of the Company's Prospectus, which has been filed with the United States Securities and Exchange Commission.

_______
(Initials)
 
 
 
PANAMERA HEALTHCARE CORPORATION PROSPECTUS SUBSCRIPTION AGREEMENT
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6. In connection with the offer to me of the Shares, I utilized the services and advice of the following attorney, accountant or other advisor. If an advisor was used, fill out the information below:
a. Name of Advisor: _____________________________________________________________
b. Position or Occupation: ________________________________________________________
c. Business Address: ____________________________________________________________
d. Telephone: (_____)____________________________________________________________


7. I hereby subscribe for _______________________Shares ($0.04 U.S. per Share) and herewith submit a check in the amount of $ _ _ _ _ _ _ _ _ _ _ _ _ U.S., payable to PANAMERA HEALTHCARE CORPORATION
_______
(Initials)

IN WITNESS WHEREOF, I have executed this Subscription Agreement this _____day of ______________, 2014.

_______________________________________________
Name (Please Print)


_______________________________________________
Signature

_______________________________________________
Social Security, Social Insurance or Tax Identification Number


(Note: Subscribers must supply their principal residence address. Subscriptions cannot be accepted if this is not filled in .)

Principal Residence Address of Purchaser


_______________________________________________
Street Address

_______________________________________________
City & State/Province                                                        Zip or Postal Code


This Subscription for ______________ Shares is hereby accepted this ____ day of _____________, 2014.

PANAMERA HEALTHCARE CORPORATION


BY:______________________________
Authorized signatory

PANAMERA HEALTHCARE CORPORATION PROSPECTUS SUBSCRIPTION AGREEMENT
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