Santo Pita Corp (Form: S-1, Received: 09/21/2010 14:38:52)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

SANTO PITA CORPORATION
(Name of small business issuer in its charter)

Nevada

3843

27-0518586

(State or jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification
Code Number)

(I.R.S. Employer Identification Number)

Plaza Tania, Romulo Betancourt No. 289 Local 306

Bella Vista, Santo Domingo, Dominican Republic

(809) 533-9443
(telephone number)
(Address and telephone number of principal executive offices and principal place of business)

State Agent And Transfer Syndicate, Inc.

112 North Curry Street

Carson City, Nevada 89703

(800) 253-1013
(Name, address and telephone number of agent for service)

Copies to:
Gregg E. Jaclin, Esq.
Anslow & Jaclin, LLP
195 Route 9 South, Suite 204
Manalapan, NJ 07726
Tel: (732) 409-1212
Fax: (732) 577-1188

Approximate date of proposed sale to public: From time to time after the effective date of this Registration Statement.

If any 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. 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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. 

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. 

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.

Large accelerated filer



Accelerated filer



Non-accelerated filer



Smaller reporting company

X

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Amount To Be

Offering Price

Aggregate

Registration

Securities to be Registered

Registered (1)

Per Share (2)

Offering Price

Fee

Common Stock

22,633,330

$0.0015

$33,950

$2.42

(1) This Registration Statement covers the resale by our selling shareholders of up to 22,633,330 shares of common stock previously issued to such selling shareholders.

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our shareholders in a private placement memorandum. The price of $0.0015 is a fixed price at which the selling stockholders may sell their shares until our common stock is quoted on the OTCBB at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with, and declared effective by, the U.S. Securities and Exchange Commission ("SEC"). This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS
Subject to completion, dated September 20, 2010

SANTO PITA CORPORATION
22,633,330 SHARES OF COMMON STOCK

The selling stockholders named in this prospectus are offering for sale 22,633,330 shares of common stock through this prospectus. We will not receive any proceeds from the sale of the common stock covered by this prospectus.

Our common stock is presently not traded on any market or securities exchange. The selling stockholders have not engaged any underwriter in connection with the sale of their shares of common stock. Common stock being registered in this registration statement may be sold by selling stockholders at a fixed price of $0.0015 per share until our common stock is quoted on the OTC Bulletin Board ("OTCBB") and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority ("FINRA"), which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling stockholders.

Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 8 to read about factors you should consider before buying shares of our common stock.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Date of This Prospectus is: September 20, 2010

TABLE OF CONTENTS

	Page No.
PART I: INFORMATION REQUIRED IN PROSPECTUS Summary of Our Offering Risk Factors Use of Proceeds Determination of Offering Price Dilution Selling Stockholders Plan of Distribution Description of Securities to be Registered Interests of Named Experts and Counsel Description of Business Description of Property Legal Proceedings Market Price of Common Equity and Related Stockholder Matters Available Information Index to Financial Statements Management's Discussion and Analysis of Financial Condition and Results of Operations Directors and Executive Officers Executive Compensation Security Ownership of Beneficial Owners and Management Transactions With Related Persons, Promoters and Certain Control Persons Legal Matters Disclosure of Commission Position on Indemnification for Securities Act Liability	6 8 13 13 13 13 15 16 18 19 27 27 27 28 29 39 41 43 45 47 47 48

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS Item 13. Other Expenses of Issuance and Distribution Item 14. Indemnification of Directors and Officers Item 15. Recent Sales of Unregistered Securities Item 16. Exhibits and Financial Statement Schedules Item 17. Undertakings Signatures	50 50 50 51 52 55

SUMMARY OF OUR OFFERING

Our Business

We were incorporated in the State of Nevada on July 8, 2009. Our business operations will be divided into two segments. The first is DR DENTAL SPA, which will be an informative and interactive website portal, where both dentists and patients can access dental information and in the future have video-to-video online consultations. This business is currently being developed. The other segment will be a mobile teeth whitening business, where licenses or franchises will be sold in such places as kiosks, malls, spas, gyms, tanning salons, hair and nail salons, at hotels, and malls. To date, we have finished planning our operations and have at this time received our initial order of teeth whitening equipment, gels, and kits from our supplier Beaming White, a company based in Vancouver, Washington. We have started our sales initiatives in the Dominican Republic and have started speaking to prospective clients interested in our teeth whitening system. At this time, our target market is primarily Spanish-speaking. We will be private labeling this business segment as DRDIENTESBLANCOS, which means "Doctor white teeth" in Spanish. We have reserved two domain names for the Company's two separate businesses: www.drdentalspa.com ; and www.drdientesblancos.com . We have retained a web design firm which has begun development of both sites.

We maintain our statutory registered agent's office at State Agent and Transfer Syndicate, Inc., 112 N. Curry Street, Carson City, Nevada, 89703, and our business office is located at Plaza Tania, Romulo Betancourt No. 289, Local 306, Bella Vista, Santo Domingo, Dominican Republic. This is also our mailing address. Our telephone number is (809) 533-9443.

The Offering

Common stock offered by selling stockholders		22,633,330 shares of common stock, par value $0.00001 per share. This represents 40.44% of our current outstanding common stock.

Common stock outstanding before the offering		55,966,663

Common stock outstanding after the offering		55,966,663

Terms of the Offering		The selling stockholders will determine when and how they will sell the common stock offered in this prospectus.

Termination of the Offering		The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.

Use of proceeds		We are not selling any shares of the common stock covered by this prospectus.

Risk Factors		The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See "Risk Factors" beginning on page 8.

Selected Financial Data

The following financial information is a summarization of the more complete historical financial information at the end of this prospectus.

		As of July 31, 2010 (Audited)
Balance Sheet
Total Assets	$	38,452
Total Liabilities	$	1,637
Total Stockholders' Equity	$	36,815

		For the Year Ended
		July 31, 2010 (Audited)
Income Statements
Revenue	$	-
Total Expenses	$	1,970
Total Other Expenses	$	165
Net Loss	$	2,135

RISK FACTORS

The shares of our common stock being offered for resale by the selling stockholders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock.

Risks Associated With Our Business.

1. There is a going concern and uncertainty for us to be an ongoing business for the next twelve months.

As of July 31, 2010, we had working capital of $36,815 and have not generated revenues since inception. There is substantial doubt that we will be an ongoing business for the next twelve months. As of the date of this prospectus, we have not commenced operations. Our auditors have issued a report stating that there is substantial doubt regarding our ability to continue as a going concern.

2. We lack an operating history. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.

We were incorporated on July 8, 2009, and we have just started our proposed business operations but have not realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flows is dependent upon:

*
*
*

our ability to locate distributors who will sell us their products
our ability to attract clients who will buy our products
our ability to generate revenues through the sale of our products

Based upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues may cause us to suspend or cease operations.

3. We currently have no clients and we cannot guarantee we will ever have any. Even if we obtain clients, there is no assurance that we will make a profit.

We currently have no clients. We have not identified any clients and we cannot guarantee we ever will have any. Even if we obtain clients, there is no guarantee that we will be able to locate our clients who will buy our products. If we are unable to attract enough purveyors of goods to offer their products for resale for us to offer our clients, or enough clients to buy the products from us and our website to operate profitably we will have to suspend or cease operations.

4. Because we are a small company just beginning our operations and do not have sufficient capital, we have limited ability to market our services to potential clients and purveyors. As a result, we may not be able to attract enough clients to operate profitably. If we do not make a profit, we may have to suspend or cease operations.

Because we do not have sufficient capital, our efforts to market our products are limited. The sale of our products via sales calls to our target market and through our website is how we will initially generate revenues. Because we will be limiting our marketing activities, we may not be able to attract enough clients to buy or suppliers to sell products to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.

5. Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of operations. This activity could prevent us from attracting purveyors and clients and result in a lack of revenues that may cause us to suspend or cease operations.

Our sole officer and director, Rosa Habeila Feliz Ruiz, will only be devoting limited time to our operations. Ms. Feliz Ruiz will be devoting approximately 15 hours per week of her time to our operations. Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to her. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.

6. Because our management does not have prior experience in the marketing of products or services via traditional sales channels and the Internet, we may have to hire individuals with such experience. If we cannot afford the expense of hiring such individuals, we may have to suspend or cease operations.

Because our management does not have prior experience in the marketing of products or services via traditional sales channels and the Internet, we may have to hire additional experienced personnel to assist us with our operations. If we need the additional experienced personnel and we cannot afford to hire them, we could fail in our plan of operations and be forced to suspend operations or cease operations entirely.

7. Because our sole officer and director, who is responsible for our managerial and organizational structure, has no formal training in financial accounting and management, in the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties and assessments against us.

We have only one officer and director, Ms. Rosa Habeila Feliz Ruiz. She has no formal training in financial accounting and management, however, she is responsible for our managerial and organizational structure which will include assessment and preparation of our disclosure controls and procedures and internal controls over financial reporting under the Sarbanes Oxley Act of 2002. While Ms. Feliz Ruiz has no formal training in financial accounting matters, with some assistance she has been preparing the financial statements that have been included in this prospectus. When our disclosure controls and procedures and internal controls over financial reporting under the Sarbanes Oxley Act of 2002 referred to above are implemented, she will be responsible for the administration of them. If she does not have sufficient expertise, she may be incapable of creating and implementing the controls which may subject us to sanctions and fines by the SEC which ultimately could cause you to

lose your investment. However, because of the small size of our expected operations, we believe that Ms. Feliz Ruiz will be able to monitor the controls she will have created and will be accurate in assembling and providing information to investors.

8. If Rosa Habeila Feliz Ruiz, our president and sole director, should resign or die, we will not have a chief executive officer, which could result in our operations being suspended or ended entirely. If that should occur, you could lose all of your investment.

Rosa Habeila Feliz Ruiz is our sole officer and director. We are extremely dependent upon her to conduct our operations. If she should resign or die we will not have a chief executive officer. If that should occur, until we find another person to act as our chief executive officer, our operations could be suspended. In that event it is possible you could lose your entire investment.

9. A permanent loss of data or a permanent loss of service on the Internet will have an adverse affect on part of our operations and will cause us to cease our web-portal business.

Part of our planned operations depends on the Internet. If we permanently lose data or permanently lose Internet service for any reason, be it technical failure or criminal acts, we will have to cease operations of our web portal business and you will lose your investment.

Risks Relating To Our Common Stock

10. Because our Chief Executive Officer and sole director owns approximately 59.56% of our issued and outstanding common stock, she can exert significant influence over corporate decisions that may be disadvantageous to minority shareholders.

As of July 31, 2010, our Chief Executive Officer and sole director owns approximately 59.56% of our issued and outstanding shares of common stock. Such ownership grants her control over the Company, such ownership is sufficient to permit her to determine the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and a change in control. The interests of our Chief Executive Officer may differ from the interests of our other shareholders and thus may result in corporate decisions that are disadvantageous to our other shareholders.

11. We arbitrarily determined the price of the shares of our common stock to be sold pursuant to this prospectus and such price may not reflect the actual market price for the shares.

The initial offering price of $0.0015 per share of common stock offered by us under this Prospectus was determined by us arbitrarily. The price is not based on our financial condition and prospects, market prices of similar securities of comparable publicly traded companies, certain financial and operating information of companies engaged in similar activities to ours, or general conditions of the securities market. Currently, our common stock is not listed on any public market, exchange, or quotation system. The price may not be indicative of the market price, if any, for the common stock that may develop in the trading market after this offering. The market price for our common stock, if any, may decline below the initial public price at which the Shares are offered. Moreover, recently the stock markets have experienced extreme price and volume fluctuations which has had a negative effect impact on smaller companies. In the past, securities class action litigation has often been instituted against various companies following periods of volatility in the market price of their securities. If instituted against us, regardless of the outcome, such litigation would result in

substantial costs and a diversion of management's attention and resources, which would increase our operating expenses and affect our financial condition and business operations.

12. Additional issuances of our securities may result in immediate dilution to existing shareholders.

We are authorized to issue up to 100,000,000 shares of common stock, $0.00001 par value per share, of which 55,966,663 shares of common stock are currently issued and outstanding. Our Board of Directors has the authority to cause us to issue additional shares of common stock. We may, in the future, issue shares in connection with financing arrangements or otherwise. Any such issuances will result in immediate dilution to our existing shareholders' interests, which will negatively affect the value of your shares.

13. Currently, there is no public market for our common stock, and there is no assurance that any public market will ever develop or that our common stock will be quoted for trading and, even if quoted, that a viable, liquid public market with low volatility will develop.

Currently, our common stock is not listed on any public market, exchange, or quotation system. Although we are taking steps to enable our common stock to be publicly traded, a market for our common stock may never develop. We currently plan to apply for quotation of our common stock on the Over-the-Counter Bulletin Board (the "OTCBB") upon the effectiveness of the registration statement of which this Prospectus forms a part. However, our common stock may never be traded on the OTCBB or even if traded, a viable public market may not materialize. Even if we are successful in developing a public market, there may not be enough liquidity in such market to enable shareholders to sell their Shares. If our common stock is not quoted on the OTCBB or if a viable public market for our common stock does not develop, investors may not be able to re-sell the shares, rendering the same effectively worthless and resulting in a complete loss of their investment.

We are planning to identify a market maker to file an application with the Financial Industry Regulatory Authority ("FINRA") on our behalf so that we may quote our shares of common stock on the OTCBB (which is maintained by the FINRA) commencing upon the effectiveness of our registration statement of which this Prospectus is a part. We cannot assure you that such market maker's application will be accepted by the FINRA. We are not permitted to file such application on our own behalf. If the application is accepted, there can be no assurances as to whether any market for our common stock will develop or of the price at which our common stock will trade. If the application is accepted, we cannot predict the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for the common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of the Company, and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

14. Because we will be subject to "penny stock" rules once our shares are quoted on the OTC Bulletin Board, the level of trading activity in our stock may be reduced.

Broker-dealer practices in connection with transactions in "penny stocks" are regulated by penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on NASDAQ). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than established customers and "accredited investors" must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

15. The teeth whitening industry that Santo Pita is entering is very lightly regulated.

This industry is lightly regulated in most of the world now, since LED - more commonly referred to as laser teeth whitening - is a fairly new technology. People who operate these machines do not have to be certified dentists, nor do they have to be licensed professionals. There will be a risk that since the operators are not dentists, consumers (or patients) will not trust the licensed operators or may be impatient with them. Additionally, after examining a patient's mouth, the operator may not be able to recognize any abnormalities or any other dental issues that a patient may have. The patient will be made fully aware that a teeth cleaning machine operator is not a dentist.

16. There are also some risks involved with the teeth whitening process.

One risk involved is inexperience with the machine and/or the process of teeth whitening. If this occurs and the machine is not operated in the correctly, patients may experience some damage to their teeth or gums. Additionally, there may be a risk of over-bleaching if the machine is used for a period exceeding the standard amount of time. Tooth bleaching may also slightly affect tooth enamel and make teeth more sensitive. If a patient is experiencing any pain in his or her tooth, a dentist should be consulted before any sort of cosmetic dental procedure.

17. There also may be risks with franchising the products and brand name of DRDIENTESBLANCOS.

A franchisee will hold liability for any wrongdoings that is done under their supervision. However, it may cause damage to Santo Pita's name in the case of any wrongdoings actually occurring. Therefore, it is important that an extensive training program occur before operators begin to use their equipment. Additionally, everything must be standardized, from handling procedures to equipment used. Franchisees will also be trained in crisis prevention and conflict resolution.

USE OF PROCEEDS

We will not receive any proceeds from the sale of common stock by the selling stockholders. All of the net proceeds from the resale of our common stock will go to the selling stockholders as described below in the sections entitled "Selling Stockholders" and "Plan of Distribution." We have agreed to bear the expenses relating to the registration of the common stock for the selling stockholders.

DETERMINATION OF OFFERING PRICE

The price of the shares has been arbitrarily determined by our board of directors. We selected the $0.0015 price for the sale of our shares of common stock. Currently, our common stock is not listed on any public market, exchange, or quotation system. The prices at which the shares of common stock covered by the prospectus may actually be sold will be determined by the prevailing public market price for shares of common stock, negotiations between Selling Shareholders as described below in the sections entitled "Selling Stockholders" and "Plan of Distribution."

DILUTION

The common stock to be sold by the selling stockholders listed below in "Selling Stockholders" is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

SELLING STOCKHOLDERS

The following table sets forth the name of each selling shareholder, the total number of shares owned prior to the offering, the percentage of shares owned prior to the offering, the number of shares offered, and the percentage of shares owned after the offering, assuming the selling shareholder sells all of his shares and we sell the maximum number of shares.

				Percentage
				of shares
				owned after the
	Total number of	Percentage of	Number of	offering assuming
	shares owned	shares owned	shares being	all of the share are
Name	prior to offering	prior to offering	offered	sold in the offering

Acosta, Oscar Manuel	533,333	0.95%	533,333	0%
Agramonte, Suleica	633,333	1.13%	633,333	0%
Alcantara Serrano, Doribel	633,333	1.13%	633,333	0%
Almanzar Hernandez, Jorge Luis	466,667	0.83%	466,667	0%
Camilo Calderon, Eloiza Vaudilia	533,333	0.95%	533,333	0%
Carrasco, Alejandro Ferreras	633,333	1.13%	633,333	0%
Cesar, Claudio Torres	500,000	0.89%	500,000	0%
Concepcion de la Paz, Alberto Alexander	600,000	1.07%	600,000	0%
Cruz Camilo, Esmaylli	500,000	0.89%	500,000	0%
Cuevas, Socra Elizabeth	633,333	1.13%	633,333	0%
De Jesus Santos, Jonathan	633,333	1.13%	633,333	0%
Del La Cruz, Maribel M.	533,333	0.95%	533,333	0%
Del La Rosa Falcon, Ramona	633,333	1.13%	633,333	0%
Diaz Abreu, Nelsa Maria	600,000	1.07%	600,000	0%

Feliz Ruiz, Angel de jesus ^[1]	533,333	0.95%	533,333	0%
Gomez, Franklin Pena	566,667	1.01%	566,667	0%
Guzman, Eusebio	500,000	0.89%	500,000	0%
Matos, Saul Escanio	533,333	0.95%	533,333	0%
Matos Grullon, Ramon Miguel	600,000	1.07%	600,000	0%
Medina Gonzalez, Ruddy Alfredo	566,667	1.01%	566,667	0%
Medina Soto, Hector Candido	533,333	0.95%	533,333	0%
Mejia, Dulce Maria	600,000	1.07%	600,000	0%
Mena Diplan, Francisca Esther	466,667	0.83%	466,667	0%
Mendez Baez, Vinicio Arturo	566,667	1.01%	566,667	0%
Mercedes, Englebert	466,667	0.83%	466,667	0%
Molano Jimenez, Julio Cesar	500,000	0.89%	500,000	0%
Montero Polanco, Tomas Enrique	633,333	1.13%	633,333	0%
Moreta Linares, Alfredo Adalberto	600,000	1.07%	600,000	0%
Nunez Luciano, Daritza Noelia	566,667	1.01%	566,667	0%
Reyes, Jissel Moreno	633,333	1.13%	633,333	0%
Reyes, Charlie	633,333	1.13%	633,333	0%
Rodriguez Hichez, Idauris Rafaelina	566,667	1.01%	566,667	0%
Ruiz, Mike Julio ^[2]	500,000	0.89%	500,000	0%
Saint-Hilaire, Cluadia Gisela	533,333	0.95%	533,333	0%
Salvador Bido, Lua Albany	633,333	1.13%	633,333	0%
Sanchez, Juan Guzman	466,667	0.83%	466,667	0%
Sanchez, Alfonso Perez	633,333	1.13%	633,333	0%
Suero, Cecelia Lebron	533,333	0.95%	533,333	0%
Suero, Mildelina Lebron	633,333	1.13%	633,333	0%
Tineo Castro, Anna Maria	566,667	1.01%	566,667	0%

Total	22,633,330	40.34%	22,633,330	0%

[1] Angel de Jesus Feliz Ruiz is the brother of Rosa Habeila Feliz Ruiz
[2] Mike Julio Ruiz is the brother of Rosa Habeila Feliz Ruiz
[3] Eusebio Guzman is the brother of Juan Guzman Sanchez.
[4] Juan Guzman Sanchez is the brother of Eusebio Guzman.
[5] Esmaylli Cruz Camilo is the daughter of Eloiza Vaudilia Camilo Calderon.
[6] Eloiza Vaudilia Camilo Calderon is the mother of Esmaylli Cruz Camilo.
[7] Cecelia Lebron Suero is the cousin of Mildelina Lebron Suero.
[8] Mildelina Lebron Suero is the cousin of Cecelia Lebron Suero.

Each individual named exercised voting and/or dispositive control powers with respect to the shares owned by him.

We issued these shares in reliance on the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended. These investors who received the securities represented and warranted that they are not "U.S. Persons" as defined in Regulation S. In the alternative, the issuance of these shares was exempt from registration pursuant to Section 4(2) of the Securities Act. We made this determination based on the representations of the Shareholders which included, in pertinent part, that such shareholders were either (a) "accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, or (b) not a "U.S. Person" as that term is defined in Rule 902(k) of Regulation S under the Act, and that such shareholders were acquiring our common stock, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the Shareholders understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

None of the selling shareholders has or has had within the past three years, any position, office, or other material relationship with us or any of our predecessors or affiliates.

Our officers, directors and employees have not taken and will not take any action to assist selling stockholders in their sales efforts.

Future Sales of Shares

A total of 55,966,663 shares of common stock are issued and outstanding. Of the 55,966,663 restricted shares outstanding, 22,633,330 shares are being offered for sale by the selling shareholders in this offering, which will be immediately resalable without restriction of any kind.

PLAN OF DISTRIBUTION

There are forty (40) selling shareholders. They may be deemed underwriters. They may sell some or all of their common stock in one or more transactions, including block transactions:

on such public markets or exchanges, as the common stock may from time to time be trading;
in privately negotiated transactions;
through the writing of options on the common stock;
in short sales; or
in any combination of these methods of distribution.

The sales price to the public is fixed at $0.0015 per share until such time as the shares of our common stock become traded on the OTCBB operated by the FINRA or another exchange. If our common stock becomes quoted on the OTCBB or another exchange, then the sale price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:

the market price of our common stock prevailing at the time of sale;
a price related to such prevailing market price of our common stock; or
such other price as the selling shareholders determine from time to time.

The shares may also be sold in compliance with SEC Rule 144. The selling shareholders may also sell their shares directly to market makers acting as principals or broker-dealers, who may act as agent or acquire the common stock as a principal. Any broker-dealer participating in such transactions as agent may receive a commission from the selling shareholders; or if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Broker-dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker-dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker-dealer's commitment to the selling shareholders. Brokers-dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other broker-dealers.

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders. We are bearing all costs relating to the registration of the common stock, estimated to be $20,000. The selling shareholders, however, will pay commissions or other fees payable to broker-dealer in connection with any sale of the common stock. 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 the common stock. In particular, during such times as 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 and may among other things:

not engage in any stabilization activities in connection with our common stock;
furnish each broker-dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker-dealer; and
not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act of 1934.

There is no assurance that any of the selling shareholders will sell any or all of the shares offered by them. Under the securities laws of certain states, the shares may be sold in such states only through registered or licensed broker-dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is met. There are no pre-existing contractual agreements for any person to purchase the shares.

Of the 55,966,663 shares of common stock outstanding as of September 11, 2010, 33,333,333 shares are owned by our sole officer and director.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Common Stock

Our authorized capital stock consists of 100,000,000 shares of common stock, $0.00001 par value, and 100,000,000 shares of preferred stock, $0.00001 par value. There are currently no differences in the rights or restrictions attached to our two classes of stock. The holders of our common stock:

* have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
* are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
* do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
* are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

All shares of common stock currently outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of Nevada for a more complete description of the rights and liabilities of holders of our securities.

Non-cumulative voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Cash dividends

As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Anti-takeover provisions

There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs, and it is anticipated that all available cash will be needed for our operations, in the foreseeable future.

Section 15(g) of the Exchange Act

Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker-dealers who sell our 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 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-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 stocks 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 persons compensation.

Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker-dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker-dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Our financial statements for the period from July 8, 2009 (inception) to July 31, 2010, included in this prospectus have been audited by GBH CPAs, PC, 6002 Rogerdale, Suite 500, Houston, Texas 77072, telephone (713) 482-0000, as set forth in its report of independent registered public accounting firm included in this prospectus. Its report is given upon its authority as an expert in accounting and auditing.

The validity of the issuance of the common stock hereby will be passed upon for us by Anslow & Jaclin, LLP, 195 Route 9 South, Suite 204, Manalapan, New Jersey 07726, telephone (732) 409-1212.

DESCRIPTION OF BUSINESS

General

We were incorporated in the State of Nevada on July 8, 2009. Our business operations will be divided into two segments: The first is DR DENTAL SPA, which will be an informative and interactive website portal, where both dentists and patients can access dental information and in the future have video-to- video online consultations. This business is currently being developed. The other segment will be a mobile teeth whitening business, where licenses or franchises will be sold in such places as kiosks, malls, spas, gyms, tanning salons, hair and nail salons, at hotels, and malls. To date, we have finished planning our operations and have received our initial order of teeth whitening equipment, gels, and kits from our supplier Beaming White, a company based in Vancouver, Washington. We started our sales initiatives in the Dominican Republic and started speaking to prospective clients interested in our teeth whitening system. Since our target market is primarily Spanish-speaking, we will be private labeling this business segment as DRDIENTESBLANCOS, which means "white teeth" in Spanish. We have reserved two domain names for the company's two separate businesses: www.drdentalspa.com; and www.drdientesblancos.com . The company has retained a web design firm which has begun development of both websites.

We maintain our statutory registered agent's office at State Agent and Transfer Syndicate, Inc., 112 N. Curry Street, Carson City, Nevada 89703 and our business office is located at Plaza Tania, Romulo Betancourt No. 289, Local 306, Bella Vista, Santo Domingo, Dominican Republic. This is also our mailing address. Our telephone number is (809) 533-9443.

Industry Information

Dental Teeth Whitening

Dental Bleaching, also known as Teeth Whitening is a common procedure in dentistry. It falls under the category of cosmetic dentistry. The process itself eliminates stains and other discolorations on the teeth due to tea, coffee, smoking, and other lifestyle-related activities. Certain antibiotic medications can also cause teeth stains or reduction in the color of the enamel. Additionally, whitening can also lighten other usual teeth pigmentations.

There are several methods of teeth whitening, including applying bleaching gels, bleaching strips, bleaching pens, and laser bleaching. For over a decade, using bleaching strips has been a mainstream way for consumers to whiten their teeth for a short period of time. These strips have been commonly provided by toothpaste companies, but the effects do not last for long periods of time, and are far less effective than other, more professional methods. Another at-home method of whitening teeth has been using thin guard-trays. Other forms of whitening include using oxidizing agents such has hydrogen peroxide and carbomide peroxide. These types of whitening can last up to several months, but vary significantly depending on the user, their lifestyle, health habits, and eating habits.

In the U.S., the American Dental Association has published acceptable methods of teeth whitening. One such process is termed "non-dental" teeth whitening, also known as laser teeth whitening. This is in fact a misnomer, as there are no lasers involved, just lights. These types of whitening are lightly regulated in the U.S. and other countries.

Today, the teeth whitening industry is a multibillion dollar worldwide industry. It is estimated to be a $11.4 billion industry in the U.S. alone. Now that the option of whitening in spas and kiosks are available for a reasonable and inexpensive price, it seems demand for it will increase. People would want to whiten their teeth for a multitude of reasons, including improving their appearance, looking more professional, improving their social status, and making good first impressions. Both males and females desire to improve their smile, which in turn, helps improve people's self confidence. A business such as this is not seasonal; it would be a year-round industry because people would want to improve their smile and self confidence no matter what time of year it is. Age is also not a factor in teeth whitening. The procedure can be done on people of any age. However, adults over 40 years old would be better candidates due to their years of drinking dark colored beverages, smoking, and eating certain types of foods. We plan to take advantage of this growing opportunity and begin to sell teeth whitening systems to kiosks, spas, gyms, tanning salons, hair and nail salons, hotels, and malls throughout the Dominican Republic.

Medical/Dental Websites

Another area that we will develop is in a Dental Website which will act as an information portal for patients and dentists. It is more and more common for patients to look up simple and complex medical and dental problems on the internet before going to see a medical or dental professional. For medical answers, many people use websites such as WebMD, where a plethora of information is available to assist people in their self diagnosis of any ailments. For example, if a person is feeling ill, but isn't sure what the specific problem is, that person can answer a few questions to what their symptoms are. The website will help narrow down the list of possible ailments, and help the patient decide if a doctor needs to be consulted. WebMD also has information regarding health and health care, including a symptom checklist, pharmacy information, blogs of physicians with specific topics and a place to store personal medical information. It also helps non professionals learn more about preventative medicine, which in turn helps keep health care costs down. Additionally, websites such as WebMD can help patients and other non professionals lead healthy lifestyles without the consult of a doctor or nutritionist. In the case of having to see a doctor, WebMD aids the patient in preparation for the consult to help them better understand the root cause of the problem, and what possibly can be done to recover. If a patient wants to learn more about prescription medications to suggest to a doctor before a consult, the portal will assist in the education of the medicine.

WebMD has been online since 1998. It has seen significant increase in traffic since its inception. According to Alexa.com, a web information and statistics company, WebMD is the 194 ^th most trafficked website in the U.S. Worldwide, it is the 675 ^th most trafficked website.

DRDental Spa is being developed as a portal website to the dental industry, just as WebMD is to the medical industry, which has been online since 1996. However, as WebMD contains a complete database of information about diseases, nutrition, symptoms, medicine, doctors, and the medical field itself, DRDentalSpa is a link from patients to doctors through a dental community and forum. On this website, a poster may ask questions on a forum, and other people, including dental professionals or other patients with similar experiences can help answer questions. These topics can include oral hygiene, patient checkups, types of gum diseases, etc. Additionally, users can look up information about dental procedures, dental symptoms, and many other facts surrounding the dental field.

Our Planned Operations

Teeth Whitening

We will focus much of our efforts on creating a teeth whitening brand and image. Since our initial focus will be targeting the Spanish-speaking population in the Dominican Republic, we have branded the teeth whitening business as DRDIENTESBLANCOS, which means "Doctor white teeth" in Spanish. As mentioned earlier, the teeth whitening industry has experienced significant growth. That includes at-home methods such as whitening strips, bleaches, peroxides and other chemically related products. Additionally, one specific area that has seen significant growth is the laser-teeth whitening industry. These can be used in hospitals or dentist offices, but mobile use, such as kiosks in malls, has seen the most growth in the U.S. Since it is so lightly regulated, people without any certifications can operate the laser machine in many states. Training for the operation of the machines is minimal, usually less than one week. Although it is termed "laser" teeth whitening, there is no laser being used. It is actually a light being used. The process itself is extremely non-invasive, and doesn't even require the operator to touch the patient's mouth at all. Some may even consider it a non-dental procedure due to lack of contact with the patient's mouth.

Our Teeth Whitening Process

The Company's teeth whitening process is a safe, non-invasive cosmetic procedure to whiten teeth. The whitening gel will be applied directly onto the teeth. A lamp will then be placed directly in front of the teeth, emitting a cold blue light at a wavelength of around 465 nanometres the blue light activates the gel and accelerates the whitening process. After 20 minutes, the gel is rinsed off the teeth and a fresh coat of gel is applied. This process will be repeated at least 2 times.

The procedure is safe. The Company's procedure will not damage enamel or existing fillings. The primary ingredient in the Company's gel is hydrogen peroxide, which has been safely used in teeth whitening for years and is recognized as an effective whitening ingredient by the dental community.

The majority of our supplier's clients have experienced no pain or sensitivity after the teeth whitening treatment. A very small percentage of customers may experience slight tooth sensitivity following the procedure. Taking some sort of analgesic almost always resolves the feeling and if requested we can provide the customer an application of vitamin E, known to increase client comfort. It is best to avoid very hot or very cold drinks for the first 24 hours if there is any tooth sensitivity.

In clinical studies conducted by our supplier, our Company's teeth whitening treatment will be able to make teeth between 2 and 8 shades whiter, on average. Results may vary. Ultimately, the goal will be to achieve optimum, natural whiteness.

The long-term results depend primarily on the individual. Certain habits, such as the use of tobacco products, drinking a lot of coffee, tea, dark soft drinks, and infrequent visits to the dentist for regular cleanings, can hamper the results. Regular professional care and use of the Company's Whitening Maintenance Pen can help maintain one's whiteness for 1-2 years. Some people will prefer to do the whitening treatment more than once.

Virtually anyone wanting to whiten his or her teeth can benefit from using the Company's teeth whitening system - including people with severe food, coffee, tobacco or tetracycline stains. Young adults 14 years of age and older are candidates for the procedure, especially for those that have heavy staining after orthodontic treatment is complete and their braces are removed. We recommend that you not do this process while nursing or pregnant, receiving orthodontic treatment, have extensive dental work, such as veneers or crown/bridges. As well, anyone who has used Accutane in the past six months or had recent dental work within the last 30 days is not a good candidate for the procedure. If you ever have any concerns, feel free to consult with your dentist before your initial consultation.

Cosmetic teeth whitening is a safe, quick, affordable and effective way to improve your appearance. It erases staining and reverses the natural dulling of the teeth that occurs over time.

Our Supplier

Our current supplier of teeth whitening gels, LED lamps, clamps, goggles, and kits is based in Vancouver, Washington. The name of the Company is Beaming White and they are the leading supplier of teeth whitening products in the U.S. Their teeth whitening lights and other products are manufactured in China and their teeth whitening gel is manufactured in the U.S. They have offices in the U.S., Spain, and Hong Kong and they plan on opening an office in Canada soon. They keep stock in the U.S., China and Spain. They ship larger quantities directly from China or Hong Kong (except for gel and teeth whitening kits). In the U.S. they supply both retail and wholesale, and in the rest of the world it is mostly wholesale. Their main customer base includes dentists, salons, spas, dental products distributors, and teeth whitening distributors.

All of our teeth whitening gels that we purchase from our supplier have the following benefits: the gels are dental-grade; manufactured in the U.S.; they carry a Free Sale Certificate to import the gels into foreign countries; MSDS sheets are available for all the gels; the gels are backed by a $4,000,000 product liability insurance policy; and all of our supplier's products are CE-certified and comply with FDA regulations.

Our specific goal is to provide the public with dental related information via a dental web portal and to profitably sell teeth whitening kiosks in Central America, beginning with the Dominican Republic. We intend to accomplish the foregoing by the steps outline below.

We will hire well-trained university dental students (pre-dental) or dental students to operate the teeth whitening machines. Our president, Ms. Rosa Habeila Feliz Ruiz, is herself a university dental student. Ms. Feliz Ruiz, along with her colleagues and classmates, who are on her level of studies or higher, will initially be candidates to operate these whitening machines. This is highly beneficial for the person getting his or her teeth whitened, as the dental student will be very likely to discover any oral diseases that may exist. This is unlike the industry standard, where training is minimal, and a license is not required. We will ensure every operator is fully trained and will undergo licensing. The training will also include how to inspect for oral diseases. Additionally, we may hire graduated certified dentists to operate the machines.

Under the condition of our mobile operations, the trained professional will travel to the location that customer is at, either their home or office. The process itself takes a short amount of time and can be finished within one hour. The other option customers have is to go to a specialized cosmetic spa, where many other types of cosmetic applications can be provided, including facials, make-up, manicures, pedicures, skin treatments, among others.

In the United States, the average treatment for a dentist to whiten teeth costs $400 - $600. The average cost of a dentist-recommended take-home do-it-yourself kit is $100 - $400. The average cost for a non-dentist salon treatment is $120 - $400. We plan to charge $80 - $100 for treatments.

Brand Promotion and Franchising

Our efforts in teeth whitening will be to develop our brand image. At the start of our operations, we will license or franchise to a number of spas, specifically for the purpose of teeth whitening. From there we will try to expand business through several methods. These methods include:

Trade Shows - A highly effective medium to help promote our brand of teeth whitening. Since teeth whitening is a fairly new concept in the Caribbean as a professional service, we will push our brand name as an innovate concept in the region through trade shows

E-mail solicitations - We will use email as a way of becoming known in the community. We will use software specifically designed to arrive in a vendor's email inbox and not in its spam box.

Personal visits from Dental Professionals - This is a method that will be highly effective, especially in the Dominican Republic. A van with logos will be utilized for the sole use of transporting professionals plus equipment.

Flyers - After a professional has made a house call to a certain customer, that professional will continue to promote the brand image with the logo on the van plus putting flyers in mailboxes at homes close to original customer.

Word of Mouth and Referrals - Since it is imperative for the company to build a brand image for the sake of franchising, it will rely on customers to refer their friends and family to the brand. Afterwards, it will rely on word of mouth to help sustain its business.

Google Ads and Local Websites - We will aggressively advertise on the internet on local websites, including Google Ads on popular local social and news websites. This is a highly effective method of obtaining younger and more internet-savvy customers.

Traditional Advertising - Advertising, such as on billboards, magazines, newspapers, and local television stations are an effective method of gaining customers of all demographics

Our own Dental Website - See below, Dental Website.

As we begin to develop our brand image and teeth whitening becomes a trend in the Dominican Republic, the company will plan to franchise the brand's name into mobile kiosks in malls, spas, gyms, tanning salons, hair and nail salons, and home and office personal visits by professionals. These franchises will be licensed out to local entrepreneurs and businesses already licensed in cosmetic applications. The franchisee will have incentives to grow their own franchise from their own drive and motivation. As their franchise grows, so will our mobile dental brand name.

Dental Portal Website

Our other primary area of business will be to focus on a comprehensive website linking dentists and patients together in a number of ways. The site will be in both English and Spanish. The site will follow a similar suit as WebMD and WebDental do in the United States. It will provide both dentists and patients a simple and easy to use solution that helps manage administrative communicative and informative functions. It will help bring access to a number of dental communities both in the Dominican Republic and abroad.

Our portal will be for both professional and consumers. For dental professionals, there will be a subscription based portal for specific information and inquiries. It will help dentists find new patients. This will be a fee-based service and will add significant value to local dentists in the Dominican Republic. Another major benefit it brings to dental professionals is a single point of access. Santo Pita will reduce the need to use multiple administrative, communication, and information services and it will integrate these services via web-based technologies. The website will help professionals adopt these technologies with minimal expense.

The website will also have significant benefits for dental consumers. Patients will be able to access the site for free without the need for a subscription. They will have access to a wide array of dental information, including dental hygiene, dental procedures, diseases, disease prevention, and self diagnosis techniques based on symptoms. The website will provide healthcare consumers with a single point of access to premium content, including reference material, wellness databases, as well as publications developed by third party content providers which Santo Pita has established relationships with. Consumers can use this free information to educate themselves on dental-related matters in order to make better decisions. In addition, the website can deliver personalized content and email updates based on a user's specific profile. It will also help the consumer see what the expected cost of a procedure may be.

The site will also allow consumers to access online communities. The communities will provide the consumer with personalized education about their health condition and allow them to participate in message boards, live chat rooms, and other types of support networks. Online communities can also provide member-generated content based on experiences. One other premium benefit to consumers is to access a dentist in their area with their specific requirements, such as specialty or any other personal requirements. Consumers may be able to compare costs of procedures with a number of dentists in the area according to postal code.

We plan for the website to become a large database of information, making it beneficial to dental students. As there will constantly be questions and answers that are posted to the website's forum, students can learn exactly what symptoms are related to which problems, and what procedures are appropriate to handle the specific problems. There will also be an open forum specifically for university and dental students where students can help each other with homework or upcoming examinations. Real time chat windows will be available to users with multiple people being able to video chat at one time.

Online Consultations

As part of our future development of our website, patients and dentists will be able to chat live from the comfort and convenience of their own home or office. This will significantly cut dental costs and save time and money for patients, while benefiting professional by help gaining the trust of the patient. Santo Pita will begin the distribution of webcams to dentists and patients for video chat purposes. This will significantly help in the consultation process as it will put a face to the name. Using online consultations will significantly help patients better understand the nature of their problem, and help decide whether a formal dentist visit is necessary.

Additionally, we plan to sell USB dental cameras to patients with the specific purpose of taking up-close photographs of patients' gums, teeth and other areas of the mouth. This will allow the doctor to analyze a patient's mouth without the need for a visit. These USB cameras are highly specialized and intended only for use for close-up pictures. Lens quality is high and photographs can be taken millimeters away from teeth or gums. After the photo is taken, it can be directly sent to the dentist and will appear on the special software that comes with the camera. The software will sync with the website for creating online databases of patients and pictures.

Website Revenue

Many of the services offered by our website will be free of charge, especially to the consumer. Services such as message boards and forums for patients and dentists to share ideas will not be charged. Revenue will be generated in a number of ways. Dental professionals may use the basic areas of the website free of charge, but more complex services, such as database management, access to customers, customer referrals, and chat opportunities with patients will be charged.

Additionally, one other area of revenue will be banner advertisements on the website. As the site develops and begins to attract a large following, large oral hygiene companies, such as Crest and Colgate will desire to place advertisements on our website. Other businesses that are interested in the target audience will also want to advertise. These include pharmaceutical companies, equipment manufacturers, consumable product distributors, mobile teeth whitening spas, and local dentists.

Finally, our website may be able to generate revenue from our relationships with travel agencies. Since it will be in the business of dental tourism, it will help offer great deals to travelers from other countries who desire to vacation in the Dominican Republic as well as have dental procedures performed on them. These travel agencies can help advertise on the website and help generate revenue for them and us. There will be a section on the website specifically for this purpose, and we will take a portion of all travel arrangements made through its website or linked from its website.

Risk Analysis and Business Environment

Risks Associated with Teeth Whitening

There are a number of risks associated with teeth whitening and starting a business in this industry. One is that this industry is lightly regulated in most of the world now, since LED teeth whitening is a relatively new technology. People who operate these machines do not have to be certified dentists, nor do they have to be licensed professionals. However, we will ensure every person operating these machines is highly trained and licensed to operate them, but will not be dentists. There will be a risk that since the operators are not dentists, consumers (or patients) will not trust the licensed operators or may be impatient with them. Additionally, after examining a patient's mouth, the operator may not be able to recognize any abnormalities or diseases that a patient may have. The patient must be made fully aware that a teeth cleaning machine operator is not a dentist.

There also may be a backlash in the dental community over teeth whitening. Many patients will face a dilemma when they want to go for teeth whitening. They must decide whether they want to use a dentist and take advantage of their oral expertise. The price of using a dentist may be significantly higher than using a non dental professional for their expertise. The price may be significantly lower at a spa or kiosk than a dental clinic. Therefore, the dental community may find this practice unfair because they may end up losing patients to this new industry. Dentists may see this industry as untested and unregulated, and may call on authorities to start regulating this industry. However, since the operator of the machine actually does not touch or make any physical contact with the patient's mouth, it may not be considered a dental procedure.

There are also some risks involved with the teeth whitening process. One risk involved is inexperience with the machine and/or the process of teeth whitening. If this occurs, and the machine is not operated in the correct method, patients may experience some damage to their teeth or gums. Additionally, there may be a risk of over-bleaching if the machine is used for a period exceeding the standard amount of time. Tooth bleaching may also slightly affect tooth enamel and make teeth more sensitive. If a patient is experiencing any pain in his or her tooth, a dentist should be consulted before any sort of cosmetic dental procedure.

There also may be risks with franchising the products and brand name of Santo Pita. A franchisee will hold liability for any wrongdoings that is done under their supervision. However, it may cause damage to Santo Pita's name in the case of any wrongdoings actually occurring. Therefore, it is important that an extensive training program occur before operators begin to use their equipment. Additionally, everything must be standardized, from handling procedures to equipment used. Franchisees will also be trained in crisis prevention and conflict resolution.

Competitive Advantages

Teeth whitening is a relatively new industry in both developed and developing countries, and therefore it has not taken-off on a large scale in the Dominican Republic. If we can become the first large brand name in teeth whitening, we will have the opportunity to become a market leader in the industry. Additionally, it is important for us to market our name aggressively in order for it to obtain this competitive advantage. After the brand image is developed in the Dominican Republic, we will begin to franchise our name and equipment to local franchisees, who will be trained operators of the teeth whitening systems. Franchising is a great way to build incentives for all parties. It is widely known that a franchisee has more incentive than a typical employee or manager to build a brand. That is because their own investment is at stake, and they will be typically motivated to earn a return on investment based on their own skill and efforts.

The teeth whitening systems that we will use will be among the best products with some of the highest quality that is available. Additionally, the company may purchase equipment from manufacturers in China that are lower in cost and have high durability, mobility, quality, and reliability. As the brand image grows and franchising occurs, we will be able to buy equipment in large quantities, effectively reducing costs.

Our website will help us gain a competitive advantage because we plan for it to have the ability to link communities together with questions and answers, as well as dentists and patients and students alike. Few other websites in the Dominican Republic have the ability to link people together for dental purposes. Additionally, few other websites offer the capabilities that we offer, such as USB dental camera equipment, database management, and linking to dentists of specialties in certain areas. This will be where we plan to excel against competition.

DESCRIPTION OF PROPERTY

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is presently no public market for our shares of common stock. We anticipate applying for trading of our common stock on the Over the Counter Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms apart. However, we can provide no assurance that our shares of common stock will be traded on the Bulletin Board or, if traded, that a public market will materialize.

Holders of Our Common Stock

As of September 17, 2010, we had 41 shareholders of our common stock.

Rule 144 Shares

As of September 17, 2010, there are no shares of our common stock which are currently available for resale to the public and in accordance with the volume and trading limitations of Rule 144 of the Act.

We may be deemed a shell company in accordance with the Securities Act of 1933. Therefore the shares of our common stock may only be resold through an effective registration statement or by meeting the conditions of Rule 144(i).

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our company, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

We are also subject to the informational requirements of the Exchange Act which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E, Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC's Internet website at http://www.sec.gov .

SANTO PITA CORPORATION

INDEX TO FINANCIAL STATEMENTS

Our financial statements from July 8, 2009 (inception) to July 31, 2010 immediately follow:

Report Of Independent Registered Public Accounting Firm	F-1
Financial Statements
Balance Sheets	F-2
Statements of Expenses	F-3
Statement of Stockholder's Equity	F-4
Statements of Cash Flows	F-5
Notes to Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders
Santo Pita Corporation
(A Development Stage Company)
Bella Vista, Santo Domingo, Dominican Republic

We have audited the accompanying balance sheets of Santo Pita Corporation (the "Company") as of July 31, 2010 and 2009, and the related statements of expenses, stockholders' equity, and cash flows for the year ended July 31, 2010, the period from July 8, 2009 (inception) to July 31, 2009 and the period from July 8, 2009 (inception) to July 31, 2010. 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance 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 audits 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 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 audits provide 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 Santo Pita Corporation as of July 31, 2010 and 2009, and the results of its operations and its cash flows for the year ended July 31, 2010, the period from July 8, 2009 (inception) to July 31, 2009 and the period from July 8, 2009 (inception) to July 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Santo Pita Corporation will continue as a going concern. As discussed in Note 3 to the financial statements, Santo Pita Corporation has not generated revenues since inception and has an accumulated deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

GBH CPAs, PC

GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
September 17, 2010

F-1

SANTO PITA CORPORATION

(A Development Stage Company)

BALANCE SHEETS

July 31,

July 31,

2010

2009

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$

22,732

$

-

Pre-paid expenses

15,720

-

Total current assets

38,452

-

Total assets

$

38,452

$

-

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Related party payable

$

1,637

$

-

Total current liabilities

1,637

-

STOCKHOLDERS' EQUITY

Preferred stock, 100,000,000 shares authorized,

$0.00001 par value;

0 shares issued and outstanding

-

-

Common stock, 100,000,000 shares authorized,

$0.00001 par value;

55,966,663 shares issued and outstanding

560

-

Additional paid-in capital

38,390

-

Deficit accumulated during development stage

(2,135

)

-

Total stockholders' equity

36,815

-

Total liabilities and stockholders' equity

$

38,452

$

-

The accompanying notes are an integral part of these financial statements.
F-2

SANTO PITA CORPORATION

(A Development Stage Company)

STATMENTS OF EXPENSES

Year Ended July 31, 2010

July 8, 2009 (Inception) to July 31, 2009

July 8, 2009 (Inception) to July 31, 2010

EXPENSES

General and administrative

$

1,970

$

-

$

1,970

Total expenses

1,970

-

1,970

Other Expense

Foreign currency transaction loss

(165

)

-

(165

)

Total other expense

(165

)

-

(165

)

Net Loss

$

(2,135

)

$

-

$

(2,135

)

Basic and diluted loss per common share

$

(0.01

)

$

0.00

Basic and diluted weighted average number of

common shares outstanding

244,658

-

The accompanying notes are an integral part of these financial statements.
F-3

SANTO PITA CORPORATION

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY

For the period from July 8, 2009 (Inception) to July 31, 2010

Common Stock

Additional
Paid-in

Deficit Accumulated

Total Stockholders'
Equity

Shares

Amount

Capital

During Development
Stage

Inception

-

$

-

$

-

$

-

$

-

Balance, July 31, 2009

-

-

-

-

-

Stock issued for cash on

July 30, 2010 at $0.00015 per share

33,333,333

333

4,667

-

5,000

Stock issued for cash on

July 31, 2010 at $0.0015 per share

22,633,330

227

33,723

-

33,950

Net loss

-

-

-

(2,135

)

(2,135)

Balance, July 31, 2010

55,966,663

$

560

$

38,390

$

(2,135

)

$

36,815

The accompanying notes are an integral part of these financial statements.
F-4

SANTO PITA CORPORATION

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

Year Ended July 31, 2010

July 8, 2009 (Inception) to July 31, 2009

July 8, 2009 (Inception) to July 31, 2010

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

$

(2,135

)

$

-

$

(2,135

)

Adjustments to reconcile net loss to net cash used in operating activities:

Pre-paid expenses

(15,720)

-

(15,720

)

Accounts payable

1,637

-

1,637

Net cash used in operating activities

(16,218

)

-

(16,218

)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common stock

38,950

-

38,950

Net cash from financing activities

38,950

-

38,950

Net change in cash and cash equivalents

22,732

-

22,732

Cash and cash equivalents, beginning of period

-

-

-

Cash and cash equivalents, end of period

$

22,732

$

-

$

22,732

SUPPLEMENTAL CASHFLOW DISCLOSURES

Interest paid

$

-

$

-

-

Income taxes paid

$

-

$

-

-

The accompanying notes are an integral part of these financial statements.
F-5

SANTO PITA CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

Note 1. Nature of Operations

Nature of Business.

Santo Pita Corporation (referred to as the "Company" or "Santo Pita") was incorporated in the State of Nevada on July 8, 2009. Our business operations will be divided into two segments: one will be an informative and interactive website, where both dentists and patients can access dental information and have online consultations; the other will be mobile teeth whitening at such places as kiosks and in-home systems.

Note 2. Summary of Significant Accounting Policies

The summary of significant accounting policies presented below is designed to assist in understanding Santo Pita's financial statements. Such financial statements and accompanying notes are the representations of the Company's management, which is responsible for the integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects and have been consistently applied in preparing the accompanying financial statements.

Use of Estimates

The Company prepares its financial statements in conformity with GAAP, which 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Foreign Currency Adjustments-Functional Currency is the U.S. Dollar

The Company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Income statement accounts are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations. Gains and losses resulting from foreign currency transactions are also included in current results of operations. Aggregate foreign currency translation and transaction losses included in operations totaled $165 in 2010.

F-6

Note 2. Summary of Significant Accounting Policies (continued)

Basic and Diluted Earnings (Loss) Per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the period ended July 31, 2010, there were no potentially dilutive securities outstanding.

Cash and Cash Equivalents

Santo Pita considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Risks and Contingencies

Santo Pita has a limited operating history. The Company has not yet generated significant revenue from its business operations. As a new operating entity in its current form, Santo Pita faces risks and uncertainties relating to its ability to successfully implement its strategy. Among other things, these risks include the ability to develop and sustain revenue growth; manage operations; competition; attract, retain and motivate qualified personnel; maintain and develop new strategic relationships; and the ability to anticipate and adapt to the dental market and any changes in government regulations. Santo Pita may be subject to the risks of delays and other uncertainties, including financial, operations, technological, regulatory and other risks associated with an emerging business, including the potential risks of business failure.

Fair Values of Financial Instruments

Management believes that the carrying amounts of Santo Pita's financial instruments, consisting primarily of cash and accounts payable, approximated their fair values as of July 31, 2010, due to their short-term nature.

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes a deferred tax asset for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

F-7

Note 2. Summary of Significant Accounting Policies (continued)

Recently Issued Accounting Pronouncements.

Santo Pita does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

Note 3. Development Stage and Going Concern

These financial statements have been prepared on a going concern basis, which implies Santo Pita will continue to meet its obligations and continue its operations for the next fiscal year. As of July 31, 2010, Santo Pita has not generated revenues and has accumulated losses of $2,135 since inception. Santo Pita has not commenced operations. The Company's sole officer and director is unwilling to loan or advance any additional capital to the Company, except for the costs associated with the preparation and filing of reports with the Securities and Exchange Commission ("SEC"). These factors raise substantial doubt regarding the Santo Pita's ability to continue as a going concern. The continuation of Santo Pita as a going concern is dependent upon financial support from its stockholders, the ability of Santo Pita to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Santo Pita be unable to continue as a going concern.

Note 4. Stockholder's Equity

Our authorized capital stock consists of 100,000,000 shares of common stock, $0.00001 par value, and 100,000,000 shares of preferred stock, $0.00001 par value. As of July 31, 2010, we have not issued any preferred shares.

On July 30, 2010, we sold 33,333,333 shares of common stock to our sole officer and director, Rosa Habeila Feliz Ruiz for $5,000.

As of July 31, 2010, we sold 22,633,330 shares of our common stock at $0.0015 per share for a total of $33,950.

Note 5. Related Party Transactions

As of July 31, 2010 and 2009, Santo Pita had advances of $1,637 and $0, respectively, payable to our sole officer and director. These advances were made to cover incorporation costs of the Company. The advances bear no interest and are due on demand.

Office services and office space are provided without charge by the sole officer and director of the Company. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.

F-8

Note 6. Income Taxes

Santo Pita uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. Since inception, Santo Pita incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is $2,135 at July 31, 2010, and will expire in the year 2030.

At July 31, 2010, deferred tax assets consisted of the following:

Deferred tax assets (net operating loss carry-forwards)	$	(320)
Less: valuation allowance		320
Net deferred tax asset	$	-

Note 7. Commitments and Contingencies

During August 2010, Santo Pita executed a consulting agreement to pay Executive Consulting Services ("ECS") Group $1,000 per month for the next year. ECS advises Santo Pita on matters relating to administrative and operational matters.

Note 8. Subsequent Events

In accordance with ASC 855-10 the Company reviewed all material events through the date of issuance of these financial statements and there were no material subsequent events to report, except as disclosed in Note 7. Commitments and Contingencies.

F-9

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Financial Statements and Notes thereto appearing elsewhere in this Form S-1. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

We are a development stage company and have not yet generated or realized any revenues from our business operations.

There is a going concern uncertainty as to whether we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. Our independent auditor has raised substantial doubt regarding our ability to continue as a going concern. This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website, locate suppliers of products/services and can sell products/services to our customers. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others. We must raise cash to implement our project and begin our operations.

To meet our need for cash we raised $33,950 in a private placement offering which closed on July 31, 2010. We cannot guarantee that once we begin operations we will stay in business after twelve months. If we are unable to secure enough suppliers of products at suitably low pricing or enough customers willing to buy the products at higher than the price we have negotiated with our suppliers, we may quickly use up the proceeds from the offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash, other than from our private offering. If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. We believe the funds from the offering we will be enough to develop our growth strategy.

If we need more money we will have to revert to obtaining additional financing as described in the above stated paragraph. Other than as described in these two paragraphs, we have no other financing plans.

Plan of Operations

Our specific goal is to profitably sell discounted products and services on our Internet website to the public. We intend to accomplish the foregoing by following the steps outlined below.

Now that we have acquired our teeth whitening equipment and kits, we will immediately begin to establish 1 to 2 kiosks. We do not intend to hire employees at this time. Our sole officer and director will handle our administrative duties. We expect to spend $5,000 to $10,000 for the office to be operational.
We have retained a website developer to create state of the art websites to promote our products. We expect to spend $7,000 for our websites which will include graphics and links from our site. We hope to Beta test the sites by the end of September.
Marketing and advertising will be focused on promoting our website and products. The advertising campaign may also include the design and printing of various sales materials. We intend to market our website through traditional sources such as advertising in magazines, billboards, telephone directories and preparing and sending out flyers and mailers both through the regular mail and via email. Advertising and promotion will be an ongoing effort but the initial cost of developing the campaign is estimated to cost between $5,000 and $10,000.
After testing the Web Portal we plan on going live with it January of 2011.

We anticipate that we will begin to generate revenues as soon as we are able to offer products/services for sale on our website. This is expected to happen once we negotiate agreements with one or two suppliers of products/services. We expect to be profitable within 12 months of signing the contracts with the businesses. We are not going to buy or sell any plant or significant equipment during the next twelve months.

If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage company and have not generated any revenues to date. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

To become profitable and competitive, we have to locate and negotiate agreements with established businesses to offer their products/services for sale to us at pricing that will enable us to establish and sell the products/services to our clientele at a profit.

We have no assurance that future additional financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing stockholders.

Results of operations

From Inception on July 8, 2009 to July 31, 2010

During the period we incorporated the company, hired an attorney and hired an auditor for the preparation of this registration statement. We have prepared an internal business plan. We reserved two domain names for the company: www.drdentalspa.com ; and www.drdientesblancos.com . Our net loss since inception is $2,135 as a result of incurring expenses of $1,153 for licenses and permits, $817 for other general and administrative expenses and $165 for foreign currency transactions.

On July 30, 2010, we sold 33,333,333 shares of common stock to our sole officer and director, Rosa Habeila Feliz Ruiz for $5,000.

As of July 31, 2010, we sold 22,633,330 shares of our common stock at $0.0015 per share for a total of $33,950. The shares were issued pursuant to Regulation S of the Securities Act of 1933 to forty (40) investors.

Liquidity and capital resources

As of the date of this prospectus, we have yet to generate any revenues from our business operations.

As of July 31, 2010, our total assets were $38,452and our total liabilities were $1,637, comprised entirely of a related party payable. As of July 31, 2010 we had cash of $22,732.

On August 1, 2010, we executed a consulting agreement whereby we agreed to pay Executive Consulting Services Group ("ECS") $1,000 per month for the next year. ECS advises us on matters relating to administrative and operational matters.

DIRECTORS AND EXECUTIVE OFFICERS

Our sole officer and director serves until her successor is elected and qualified. Our officer is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

The name, age and position of our sole officer and director is set forth below:

Name and Address

Age

Position(s)

Rosa Habiela Feliz Ruiz

22

President, Principal Executive Officer, Principal

Plaza Tania, Romulo Betancourt No. 289 Local 306

Financial Officer, Principal Accounting Officer Secretary, Treasurer and sole member of the Board of

Bella Vista, Santo Domingo, Dominican Republic

Directors

All directors have a term of office expiring at the next annual general meeting of our company, unless re-elected or earlier vacated in accordance with our Bylaws. All officers have a term of office lasting until their removal or replacement by the board of directors.

Background of Our Sole Executive Officer and Director

Since inception, Rosa Habeila Feliz Ruiz was appointed president, principal accounting officer, principal executive officer, principal financial officer, secretary, treasurer and sole member of our board of directors. From April 2006 to present, Ms. Feliz Ruiz started her own consulting company, Cristal Marketing of Santo Domingo, where she implements marketing strategies for various spas and salons in the different regions of the Dominican Republic. From September 2005 to March 2006, Ms. Feliz Ruiz worked as a personal assistant and administrator with ARS Futuro Medical Insurance of Santo Domingo. Ms. Feliz Ruiz earned honors in dentistry from UFHEC University in Santo Domingo, Dominican Republic.

None of the companies referred to above are parents, subsidiary corporations or other affiliates of Santo Pita Corporation.

During the past ten years, Ms. Feliz Ruiz has not been the subject of the following events:

1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2. Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii) engaging in any type of business practice; or

iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws.

4. The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5. Found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. The subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i) Any Federal or State securities or commodities law or regulation; or

ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. The subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by us for the last three fiscal years ending July 31, 2010 for our sole officer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.

EXECUTIVE OFFICER COMPENSATION TABLE

Non-

Nonqualified

Equity

Deferred

All

Name

Incentive

Compensa-

Other

and

Stock

Option

Plan

tion

Compen-

Principal

Salary

Bonus

Awards

Awards

Compensation

Earnings

sation

Total

Position

Year

(US$)

(US$)

(US$)

(US$)

(US$)

(US$)

(US$)

(US$)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Rosa Habeila Feliz Ruiz

2010

0

0

0

0

0

0

0

0

President and Director

2009

0

0

0

0

0

0

0

0

2008

0

0

0

0

0

0

0

0

We have no employment agreements with our sole executive officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations.

The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

Compensation of Directors

Our sole director is not compensated for her services as a director. The board has not implemented a plan to award options to our director. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts.

DIRECTOR'S COMPENSATION TABLE

Fees

Earned

Nonqualified

or

Non-Equity

Deferred

Paid in

Stock

Option

Incentive Plan

Compensation

All Other

Cash

Awards

Awards

Compensation

Earnings

Compensation

Total

Name

(US$)

(US$)

(US$)

(US$)

(US$)

(US$)

(US$)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Rosa Habeila Feliz Ruiz

2010

0

0

0

0

0

0

0

0

President and Director

Employment Contracts

We have no employment contracts with any of our officers or directors.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans.

Compensation of Directors

We do not pay our directors any money and we have no plans to pay our directors any money in the future.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our sole director, officer and key employee, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of her shares and possess sole voting and dispositive power with respect to the shares.

Number of Shares

Percentage of

Percentage of

After Offering

Ownership After

Number of

Ownership

Assuming all of

the Offering

Name and Address

Shares Before

Before the

the Shares are

Assuming all of the

Beneficial Owner

the Offering

Offering

Sold

Shares are Sold

Rosa Habeila Feliz Ruiz ^[1]

33,333,333

59.56%

33,333,333

59.56%

Plaza Tania, Romulo Betancourt No. 289 Local 306

Bella Vista, Santo Domingo, Dominican Republic

All Officers and Directors

33,333,333

59.56%

33,333,333

59.56%

as a Group (1 person)

[1] The person named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his stock holdings. Ms. Feliz Ruiz is our only "promoter".

Selling Shareholders

				Percentage
				of shares
				owned after the
	Total number of	Percentage of	Number of	offering assuming
	shares owned	shares owned	shares being	all of the share are
Name	prior to offering	prior to offering	offered	sold in the offering

Acosta, Oscar Manuel	533,333	0.95%	533,333	0%
Agramonte, Suleica	633,333	1.13%	633,333	0%
Alcantara Serrano, Doribel	633,333	1.13%	633,333	0%
Almanzar Hernandez, Jorge Luis	466,667	0.83%	466,667	0%
Camilo Calderon, Eloiza Vaudilia	533,333	0.95%	533,333	0%
Carrasco, Alejandro Ferreras	633,333	1.13%	633,333	0%
Cesar, Claudio Torres	500,000	0.89%	500,000	0%
Concepcion de la Paz, Alberto Alexander	600,000	1.07%	600,000	0%
Cruz Camilo, Esmaylli	500,000	0.89%	500,000	0%
Cuevas, Socra Elizabeth	633,333	1.13%	633,333	0%
De Jesus Santos, Jonathan	633,333	1.13%	633,333	0%
Del La Cruz, Maribel M.	533,333	0.95%	533,333	0%
Del La Rosa Falcon, Ramona	633,333	1.13%	633,333	0%
Diaz Abreu, Nelsa Maria	600,000	1.07%	600,000	0%
Feliz Ruiz, Angel de jesus ^[1]	533,333	0.95%	533,333	0%
Gomez, Franklin Pena	566,667	1.01%	566,667	0%
Guzman, Eusebio	500,000	0.89%	500,000	0%
Matos, Saul Escanio	533,333	0.95%	533,333	0%
Matos Grullon, Ramon Miguel	600,000	1.07%	600,000	0%
Medina Gonzalez, Ruddy Alfredo	566,667	1.01%	566,667	0%
Medina Soto, Hector Candido	533,333	0.95%	533,333	0%
Mejia, Dulce Maria	600,000	1.07%	600,000	0%
Mena Diplan, Francisca Esther	466,667	0.83%	466,667	0%
Mendez Baez, Vinicio Arturo	566,667	1.01%	566,667	0%
Mercedes, Englebert	466,667	0.83%	466,667	0%
Molano Jimenez, Julio Cesar	500,000	0.89%	500,000	0%
Montero Polanco, Tomas Enrique	633,333	1.13%	633,333	0%
Moreta Linares, Alfredo Adalberto	600,000	1.07%	600,000	0%
Nunez Luciano, Daritza Noelia	566,667	1.01%	566,667	0%
Reyes, Jissel Moreno	633,333	1.13%	633,333	0%
Reyes, Charlie	633,333	1.13%	633,333	0%
Rodriguez Hichez, Idauris Rafaelina	566,667	1.01%	566,667	0%
Ruiz, Mike Julio ^[2]	500,000	0.89%	500,000	0%
Saint-Hilaire, Cluadia Gisela	533,333	0.95%	533,333	0%
Salvador Bido, Lua Albany	633,333	1.13%	633,333	0%
Sanchez, Juan Guzman	466,667	0.83%	466,667	0%
Sanchez, Alfonso Perez	633,333	1.13%	633,333	0%
Suero, Cecelia Lebron	533,333	0.95%	533,333	0%
Suero, Mildelina Lebron	633,333	1.13%	633,333	0%
Tineo Castro, Anna Maria	566,667	1.01%	566,667	0%

Total	22,633,330	40.34%	22,633,330	0%

Each individual named exercised voting and/or dispositive control powers with respect to the shares owned by him.

None of the selling shareholders has or has had within the past three years, any position, office, or other material relationship with us or any of our predecessors or affiliates.

Our officers, directors and employees have not taken and will not take any action to assist selling stockholders in their sales efforts.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

On July 30, 2010, we sold 33,333,333 shares of common stock to our sole officer and director, Rosa Habeila Feliz Ruiz for $5,000.

LEGAL MATTERS

Anslow & Jaclin, LLP, located at 195 Route 9 South, Suite 204, Manalapan, NJ 07726, will pass on the validity of the common stock being offered pursuant to this registration statement.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
OF SECURITIES ACT LIABILITIES

Our director and officer is indemnified as provided by the Nevada Statutes and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our 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 it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act 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 is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

SANTO PITA CORPORATION
22,633,330 SHARES OF COMMON STOCK

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until _____________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of This Prospectus is ____________, 2010

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering, all of which are to be paid by the registrant, are as follows:

SEC Registration Fee	$	2.42
Printing Expenses	$	0.00
Accounting/administrative Fees and Expenses	$	14,990
Blue Sky Fees/Expenses	$	0.00
Legal Fees/ Expenses	$	5,000
Escrow fees/Expenses	$	0.00
Transfer Agent Fees	$	0.00
Miscellaneous Expenses	$	0.00
TOTAL	$	19,992.42

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:

1.	Article 7 of the Bylaws of the company, filed as Exhibit 3.2 to the Registration Statement.
2.	Nevada Revised Statutes, Chapter 78.

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the Company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

In addition, the Registrant currently maintains an officers' and directors' liability insurance policy which insures, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant, pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

During the last three years, we sold the following securities which were not registered under the Securities Act of 1933, as amended:

On July 30, 2010, we sold 33,333,333 shares of common stock to our sole officer and director, Rosa Habeila Feliz Ruiz, for $5,000. The 33,333,333 shares were issued in reliance on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the "Act"). These shares of our common stock qualified for exemption under Section 4(2) of the Act since the issuance of shares by us did not involve a public offering. The offering was not a "public offering," as defined

in Section 4(2), due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, these individuals had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, we have met the requirements to qualify for an exemption under Section 4(2) of the Act for this transaction.

These 22,633,330 shares were issued in reliance on the safe harbor provided by Regulation S promulgated under the Securities Act of 1933, as amended. These investors who received the securities represented and warranted that they are not "U.S. Persons" as defined in Regulation S. In the alternative, the issuance of these shares was exempt from registration pursuant to Section 4(2) of the Securities Act. We made this determination based on the representations of the Shareholders which included, in pertinent part, that such shareholders were either (a) "accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, or (b) not a "U.S. person" as that term is defined in Rule 902(k) of Regulation S under the Act, and that such shareholders were acquiring our common stock, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the Shareholders understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

ITEM 16. EXHIBITS .

The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation S-K.

Exhibit No.

Document Description

3.1

Articles of Incorporation

3.2

Amended Articles of Incorporation

3.3

Bylaws

4.1

Specimen Stock Certificate

5.1

Opinion of Anslow and Jaclin, LLP

10.1

Consulting Agreement

23.1

Consent of GBH CPAs, PC

23.2

Consent of Anslow and Jaclin, LLP (filed as Exhibit 5.1)

ITEM 17. UNDERTAKINGS.

Undertakings Required by Item 512 of Regulation S-K.

(a) The undersigned registrant hereby undertakes:

(1) to file, during any period in which it offers or sells securities are being made, a post-effective amendment to this Registration Statement to:

(i) include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) reflect in the prospectus any facts or events arising after the effective date of this 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 a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(iii) 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;

provided, however , that paragraphs (a)(1)(i) and (a0(1)(ii) of this rule do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is not part of the registration statement.

Provided further, however , that paragraphs (a0(1)(i) and (a0(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-1 or Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to item 1100(c) of Regulation AB.

(2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(b) For determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the 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 registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(1) Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;

(2) Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;

(3) The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and

(4) Any other communication that is an offer in the offering made by the registrant to the purchaser.

(c) 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, 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 Securities Act and will be governed by the final adjudication of such issue.

(d) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

If the registrant is relying on Rule 430B:

(i) Each prospectus filed by the registrant pursuant to 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, 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 effective date; or

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 a 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.

If the registrant is relying on Rule 430A:

(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form S-1 Registration Statement and has duly caused this Form S-1 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Santo Domingo, Dominican Republic this 20 ^th day of September, 2010.

	SANTO PITA CORPORATION

	BY:	ROSA HABEILA FELIZ RUIZ
		Rosa Habeila Feliz Ruiz
		President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Rosa Habeila Feliz Ruiz, as true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendment (including post-effective amendments) to this registration statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying the confirming all that said attorney-in-fact and agent, or any 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 Form S-1 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature

Title

Date

ROSA HABEILA FELIZ RUIZ

President, Principal Executive Officer,

September 20, 2010

Rosa Habeila Feliz Ruiz

Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors

Exhibit 3.1

Articles of Incorporation

of

SANTO PITA CORPORATION
(Pursuant to NRS 78)

Know all men by these present that the undersigned have this day voluntarily associated ourselves together for the purpose of forming a corporation for the transaction of business and the promotion and conduct of the objects and purposes hereinafter stated, under and pursuant to the provisions of Nevada Revised Statutes 78.010 to 78.090 inclusive as amended and do state and certify that the articles of incorporation are as follows:

FIRST: NAME

The name of the corporation is SANTO PITA CORPORATION (the "Corporation").

SECOND: REGISTERED OFFICE AND AGENT

The address of the principal office of the Corporation in the State of Nevada is 112 NORTH CURRY STREET, CARSON CITY, NEVADA 89703-4934, County of Clark. The name and address of the Corporation's Registered Agent in the State of Nevada is STATE AGENT AND TRANSFER SYNDICATE, INC., at said address, until such time as another agent is duly authorized and appointed by the Corporation.

THIRD: PURPOSE AND BUSINESS

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Nevada Revised Statutes of the State of Nevada.

FOURTH: CAPITAL STOCK

Authorized Shares: The total number of shares of all classes of stock which the Corporation shall have authority to issue is Sixty-Six Million (66,000,000), of which Sixty-Five Million (65,000,000) shall be Common Stock with a par value of $0.001 per share (the "Common Stock") and One Million (1,000,000) shall be Preferred Stock with a par value of $0.01 per share (the "Preferred Stock"). Such shares are non-assessable.

Except as otherwise provided in accordance with these Articles of Incorporation, the Common Stock shall have unlimited voting rights, with each share being entitled to one vote and the rights to receive the net assets of the Corporation upon dissolution, with each share participating on a pro rata basis.

Issuance of Preferred Stock: The Board of Directors is hereby authorized from time to time, without stockholder action, to provide for the issuance of Preferred Stock in one or more series not exceeding in the aggregate the number of Preferred Stock authorized by these Articles of Incorporation, as amended from time to time; and to determine with respect to each such series the voting powers, if any (which voting powers, if granted, may be full or limited), designations, preferences, and relative, participating, option, or other special rights, and the qualifications,

limitations, or restrictions relating thereto, including without limiting the generality of the foregoing, the voting rights relating to Preferred Stock of any series (which may be one or more votes per share or a fraction of a vote per share, which may vary over time, and which may be applicable generally or only upon the happening and continuance of stated events or conditions), the rate of dividend to which holders of Preferred Stock of any series may be entitled (which may be cumulative or noncumulative), the rights of holders of Preferred Stock of any series in the event of liquidation, dissolution, or winding up of the affairs of the Corporation, the rights, if any, of holders of Preferred Stock of any series to convert or exchange such Preferred Stock of such series for shares of any other class or series of capital stock or for any other securities, property, or assets of the Corporation or any subsidiary (including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable), whether or not the shares of that series shall be redeemable, and if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates, and whether any shares of that series shall be redeemed pursuant to a retirement or sinking fund or otherwise and the terms and conditions of such obligation.

Preemptive Rights: Stockholders of the Corporation have no preemptive rights to acquire additional shares of stock or securities convertible into shares of stock issued by the Corporation.

Cumulative Voting: Except as otherwise required by applicable law, there shall be no cumulative voting on any matter brought to a vote of stockholders of the Corporation.

FIFTH: ADOPTION OF BYLAWS

In the furtherance and not in limitation of the powers conferred by statute and subject to Article Sixth hereof, the Board of Directors is expressly authorized to make, adopt, repeal, alter, amend and rescind, in any respect, the Bylaws of the Corporation (the "Bylaws") by a resolution adopted by a majority of the directors.

SIXTH: STOCKHOLDER AMENDMENT OF BYLAWS

Notwithstanding Article Fifth hereof, the Bylaws may also be adopted, repealed, rescinded, altered or amended in any respect by the stockholders of the Corporation, but only by the affirmative vote of a majority of the Corporation's outstanding shares entitled to vote, or if separate voting by voting groups is required then by not less than a majority of all the votes entitled to be cast by that voting group, voting by written ballot in person or by proxy, held at any annual or special meeting of stockholders upon lawful notice.

SEVENTH: ELECTION REGARDING NRS 78.378-78.3793 AND 78.411-78.444

This Corporation shall not be governed by nor shall the provisions of NRS 78.378 through and including 78.3793 and NRS 78.411 through and including 78.444 in any way whatsoever affect the management, operation or be applied in this Corporation.

EIGHTH: NAME AND ADDRESS OF FIRST DIRECTOR AND INCORPORATOR

The name and address of the incorporator of the Corporation and the first director of the Board of Directors of the Corporation, which shall be one (1) in number, is as follows:

Rosa Habeilia Feliz Ruiz
112 North Curry Street
Carson, City, Nevada 89703-4934

I, Rosa Habeilia Feliz Ruiz, being the first director and Incorporator herein before named, for the purpose of forming a corporation pursuant to the Nevada Revised Statutes of the State of Nevada, do make these Articles, hereby declaring and certifying that this is my act and deed and the facts herein stated are true and accordingly have hereunto set my hand this 8th day of July 2009.

ROSA HABEILIA FELIZ RUIZ
Rosa Habeilia Feliz Ruiz, Incorporator

Exhibit 3.2

Exhibit 3.3

Exhibit 3.4

BYLAWS OF
SANTO PITA CORPORATION
A Nevada Corporation

TABLE OF CONTENTS

ARTICLE 1 - OFFICES .............................................................................................................................. 1

1.1 Registered Office....................................................................................................................... 1
1.2 Principal Executive Office........................................................................................................... 1
1.3 Change of Location.................................................................................................................... 1
1.4 Other Offices............................................................................................................................. 1
ARTICLE 2 - MEETINGS OF STOCKHOLDERS
2.1 Place of Meetings...................................................................................................................... 1
2.2 Annual Meetings........................................................................................................................ 1
2.3 Special Meetings....................................................................................................................... 1
2.4 Notice of Stockholders' Meetings.............................................................................................. 1
2.5 Manner of Giving Notice; Affidavit of Notice............................................................................. 1
2.6 Adjourned Meetings and Notice Thereof................................................................................... 2
2.7 Voting at Meetings of Stockholders........................................................................................... 2
2.8 Record Date for Stockholder Notice, Voting and Giving Consents............................................. 3
2.9 Quorum.................................................................................................................................... 3
2.10 Waiver of Notice or Consent by Absent Stockholders..............................................................4
2.11 Stockholder Action by Written Consent Without Meeting......................................................... 4
2.12 Proxies.................................................................................................................................... 4
2.13 Inspectors of Election............................................................................................................... 4

ARTICLE 3 - DIRECTORS

3.1 Powers ..................................................................................................................................... 5
3.2 Number and Qualification of Directors........................................................................................ 5
3.3 Election and Term of Office........................................................................................................ 5
3.4 Vacancies.................................................................................................................................. 5
3.5 Removal of Directors................................................................................................................. 6
3.6 Resignation of Director.............................................................................................................. 6
3.7 Place of Meeting........................................................................................................................ 6
3.8 Annual Meeting......................................................................................................................... 6
3.9 Special Meetings....................................................................................................................... 7
3.10 Adjournment........................................................................................................................... 7
3.11 Notice of Adjournment............................................................................................................ 7
3.12 Waiver of Notice..................................................................................................................... 7
3.13 Quorum and Voting................................................................................................................. 7
3.14 Fees and Compensation........................................................................................................... 7
3.15 Action Without Meeting........................................................................................................... 8

ARTICLE 4 - OFFICERS

4.1 Number; Term of Office............................................................................................................. 8
4.2 Removal.................................................................................................................................... 8
4.3 Resignation................................................................................................................................ 8
4.4 Chairman of the Board............................................................................................................... 8
4.5 Chief Executive Officer.............................................................................................................. 8
4.6 Chief Operating Officer.............................................................................................................. 8
4.7 Chief Financial Officer............................................................................................................... 9
4.8 President................................................................................................................................... 9
4.9 Vice Presidents.......................................................................................................................... 9
4.10 Treasurer................................................................................................................................. 9
4.11 Controller................................................................................................................................ 9
4.12 Secretary................................................................................................................................ 9
4.13 Assistant Treasurers, Assistant Controllers and Assistant Secretaries....................................... 10
4.14 Additional Matters................................................................................................................. 10

ARTICLE 5 - SHARES OF STOCK

5.1 Share Certificates.................................................................................................................... 10
5.2 Transfer of Shares................................................................................................................... 10
5.3 Lost or Destroyed Certificate................................................................................................... 10

ARTICLE 6 - COMMITTEES

6.1 Committees............................................................................................................................. 11

ARTICLE 7 - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS

7.1 Agents, Proceedings and Expenses ......................................................................................... 11
7.2 Indemnification........................................................................................................................ 11
7.3 Insurance................................................................................................................................ 12

ARTICLE 8 - RECORDS AND REPORTS

8.1 Stockholder Inspection of Articles and Bylaws........................................................................ 12
8.2 Maintenance and Inspection of Records of Stockholders......................................................... 12
8.3 Stockholder Inspection of Corporate Records......................................................................... 12
8.4 Inspection by Directors........................................................................................................... 12
8.5 Annual Statement of General Information................................................................................. 12

ARTICLE 9 - MISCELLANEOUS

9.1 Checks, Drafts, Evidence of Indebtedness............................................................................... 13
9.2 Contracts, Etc., How Executed............................................................................................... 13
9.3 Representation of Shares of Other Corporations...................................................................... 13
9.4 Corporate Seal....................................................................................................................... 13
9.5 Fiscal Year............................................................................................................................. 13
9.6 Distributions............................................................................................................................ 13
9.7 Reserves................................................................................................................................. 13

ARTICLE 10 - AMENDMENTS TO BYLAWS

10.1 Amendment by Stockholders................................................................................................ 14
10.2 Amendment by Directors...................................................................................................... 14

ARTICLE 11 - RESTRICTIONS ON SHARE TRANSFER

11.1 Application.......................................................................................................................... 14
11.2 Consent Required for Transfer............................................................................................. 14

BYLAWS

OF

SANTO PITA CORPORATION

ARTICLE 1 - OFFICES

1.1 Registered Office The registered office of SANTO PITA CORPORATION (the " Corporation ") shall be 112 North Curry Street, Carson City, Nevada 89703-4934 until such time as another registered office is designated by the Corporation.

1.2 Principal Executive Office The Corporation's board of directors (the " Board ") is hereby granted full power and authority to fix the location of the principal executive office for the transaction of the business of the Corporation.

1.3 Change of Location The Board is hereby granted full power and authority to change the registered office from one location to another, and to fix the location of the principal executive office of the Corporation at any place within or outside the State of Nevada.

1.4 Other Offices Branch or subordinate offices may at any time be established by the Board at any place or places where the Corporation is qualified to do business.

ARTICLE 2 - MEETINGS OF STOCKHOLDERS

2.1 Place of Meetings All annual and special meetings of stockholders shall be held at the location designated by the Board pursuant to a resolution or as set forth in a notice of the meeting, within or outside of the State of Nevada.

2.2 Annual Meetings The annual meetings of stockholders shall be held on such date and at such time as may be fixed by the Board from time to time, at which annual meeting the stockholders shall elect by vote a Board and transact such other business as may properly be brought before the meeting.

2.3 Special Meetings Special meetings of the stockholders, for any purpose or purposes whatsoever, may be called at any time by the chairman of the Board, or by a majority of the Board, or by a committee of the Board which committee has been duly designated by the Board and whose powers and authority, as provided in a resolution of the Board or in these bylaws of the Corporation, include the power to call such meetings. Special meetings may not be called by any other person or persons. Each special meeting shall be held on such date and at such time as is determined by the person or persons calling the meeting.

2.4 Notice of Stockholders' Meetings All notices of meetings of stockholders shall be sent or otherwise given in accordance with Section 2.5 hereof not less than ten (10) or more than sixty (60) days before the date of the meeting to each stockholder entitled to vote thereat. The notice shall specify the place, date and hour of the meeting.

2.5 Manner of Giving Notice; Affidavit of Notice Notice of any stockholders' meeting or any distribution of reports required by law to be given to stockholders

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shall be given to stockholders either personally or by first-class mail, by telegraph, facsimile, e-mail or any other form of communication permitted by law, charges prepaid, sent to each stockholder at the address of that stockholder appearing on the books of the Corporation or given by the stockholder to the Corporation for the purpose of notice. If no such address appears on the Corporation's books or has been so given, notice shall be deemed to have been given if sent to that stockholder by first-class mail, by telegraph, facsimile or other written communication to the Corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally, deposited in the mail, delivered to a common carrier for transmission to the recipient, or actually transmitted by facsimile or other electronic means to the recipient by the person giving the notice.

An affidavit of the mailing or other means of giving any notice of any stockholders' meeting or report may be executed by the secretary, assistant secretary, or any transfer agent of the Corporation giving the notice, and filed and maintained in the minute book of the Corporation.

2.6 Adjourned Meetings and Notice Thereof Any stockholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum, no other business may be transacted at such meeting except in the case of the withdrawal of a stockholder from a quorum as provided in Section 2.9 hereof.

When any stockholders' meeting, either annual or special, is adjourned for more than forty-five (45) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5 hereof. Except as provided above, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken. The Corporation may transact any business at any adjourned meeting that might have been transacted at the regular meeting.

2.7 Voting at Meetings of Stockholders The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.8 hereof, subject to the provisions of the General Corporation Law of Nevada. Each stockholder shall be entitled to one vote for each share of stock registered on the books of the Corporation in his name, whether represented in person or by proxy. Every stockholder entitled to vote shall have the right to vote in person, or as provided in Section 2.12 hereof, by proxy. The stockholders' vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any stockholder before the voting has begun. On any matter other than the election of directors, any stockholder may vote part of the shares in favor of or in opposition to the proposal and refrain from voting the remaining shares, but if the stockholder fails to specify the number of shares which the stockholder is voting, it will be conclusively presumed that the stockholder's vote is with respect to all shares that the stockholder is entitled to vote.

The affirmative vote of a majority of the shares represented at the meeting and entitled to vote on any matter (which shares voting affirmatively also constitute at least a majority of the

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required quorum) shall be the act of the stockholders, unless the vote of a greater number or voting by classes is required by the General Corporation Law of Nevada or by the articles of incorporation.

2.8 Record Date for Stockholder Notice, Voting and Giving Consents In order that the Corporation may determine the 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, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten (10) days from the date upon which the resolution fixing the record date is adopted by the Board; and (3) in the case of any other action, shall not be more than sixty (60) days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the date next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

2.9 Quorum The holders of at least ten percent (10%) of the shares issued and outstanding and entitled to vote thereat, 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. The stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum and by any greater number of shares otherwise required to take such action by applicable law or in the articles of incorporation. In the absence of a quorum, any meeting of stockholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but no business may be transacted except as hereinabove provided.

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2.10 Waiver of Notice or Consent by Absent Stockholders The transactions of any meeting of stockholders, either annual or special, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the stockholders entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of stockholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 2.4 hereof, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if the objection is expressly made at the meeting.

2.11 Stockholder Action by Written Consent Without Meeting Any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares 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.

2.12 Proxies Every stockholder entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the stockholder. A proxy shall be deemed signed if the stockholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, facsimile or other electronic transmission, or otherwise) by the stockholder or the stockholder's attorney in fact. A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the Corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or as to any meeting by attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of section 78.355 of the General Corporation Law of Nevada.

2.13 Inspectors of Election Before any meeting of stockholders, the Board may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If inspectors of election are not so appointed, the chairman of the meeting may, and on the request of any stockholder or a stockholder's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more stockholders or proxies, the holders of a

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majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any stockholder or a stockholder's proxy shall, appoint a person to fill that vacancy.

These inspectors shall:

(a) determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies;

(b) receive votes, ballots or consents;

(d) count and tabulate all votes or consents;

(e) determine when the polls shall close;

(f) determine the result; and

(g) do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

ARTICLE 3 - DIRECTORS

3.1 Powers Subject to the provisions of the General Corporation Law of Nevada and any limitations in the articles of incorporation and the bylaws of this Corporation relating to action required to be approved by the stockholders or by the outstanding shares, or by a less than majority vote of a class or series of preferred shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the business of the Corporation to a management company or other person provided that the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

3.2 Number and Qualification of Directors The authorized number of directors of the Corporation shall not be less than one (1) nor more than ten (10) with the exact number of directors to be fixed from time to time, within the limits specified, by approval of the Board. Each director must be at least eighteen (18) years of age. A director need not be a stockholder of this Corporation or a resident of the State of Nevada.

3.3 Election and Term of Office Except as provided in the General Corporation Law of Nevada, at each annual meeting of stockholders, directors shall be elected to hold office until the next annual meeting. Each director, including the director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.

3.4 Vacancies Vacancies in the Board may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director. Each director so elected shall hold office until his successor is elected at an annual or special meeting of the stockholders.

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A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation or removal of any director, or if the Board by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the stockholders fail, at any annual or special meeting of stockholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If, after the filling of any vacancy by the directors, the directors then in office who have been elected by the stockholders shall constitute less than a majority of the directors then in office, any holder or holders of an aggregate of five percent (5%) or more of the total number of shares at the time outstanding having the right to vote for such directors may call a special meeting of the stockholders, to be held to elect the entire Board. If the Board accepts the resignation of a director tendered to take effect at a future time, the Board or the stockholders shall have the power to elect a successor to take office when the resignation is to become effective.

No reduction of the authorized number of directors or amendment reducing the number of classes of directors shall have the effect of removing any director prior to the expiration of such director's term of office.

3.5 Removal of Directors Any or all of the directors may be removed without cause if any such removal is effected in accordance with the provisions of the General Corporation Law of Nevada.

3.6 Resignation of Director Any director may resign effective upon giving written notice to the chairman of the Board, the chief executive officer, the president, the secretary or the Board of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future date, a successor may be elected to take office when the resignation becomes effective.

3.7 Place of Meeting Regular meetings of the Board shall be held at any place within or outside the State of Nevada which has been designated from time to time by resolution of the Board.

Special meetings of the Board may be held either at a place within or outside the State of Nevada which has been designated by resolution of the Board or as set forth in a notice of the meeting.

Members of the Board may participate in a meeting through use of a conference telephone or similar communication equipment or the Internet, so long as all members participating in such meeting can hear one another. Participation in a meeting by means of the above-described procedure shall constitute presence in person at such meeting.

3.8 Annual Meeting Immediately following each annual meeting of stockholders, the Board shall hold a regular meeting for the purpose of organization, election of officers and the transaction of other business. Notice of such meeting is hereby dispensed with.

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3.9 Special Meetings S pecial meetings of the Board for any purpose or purposes may be called at any time by the chairman of the Board, the chief executive officer, the chief operating officer, the chief financial officer, the president, the secretary or any two directors.

Written notice of the date, time and place of special meetings shall be delivered personally to each director or sent to each director by first-class mail, telegraph, facsimile, e-mail or by other form of written communication, charges prepaid, sent to him/her at his/her address as it appears upon the records of the Corporation or, if it is not so shown or is not readily ascertainable, at the place in which the meetings of directors are regularly held. The notice need not state the purpose for the meeting. In case such notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of the meeting. In case such notice is delivered personally, transmitted by facsimile or other electronic means, or telegraphed, it shall be so delivered, deposited with the telegraph company or electronically transmitted at least twenty-four (24) hours prior to the time of the meeting. Such delivery, mailing, telegraphing, or transmitting as above provided, shall be due, legal and personal notice to such director. Notice of a meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.

3.10 Adjournment A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place.

3.11 Notice of Adjournment If a meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of adjournment.

3.12 Waiver of Notice The transactions at any meeting of the Board, however called and noticed, or wherever held, shall be as valid as though such transactions had occurred at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice of or consent to holding the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. The waiver of notice need not state the purpose for which the meeting is or was held.

3.13 Quorum and Voting A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinabove provided. In no event shall a quorum be less than two (2) unless the authorized number of directors is one (1), in which case one (1) director constitutes a quorum. Every act or decision done or made by a majority of the directors at a meeting duly held at which a quorum is present shall be regarded as an act of the Board subject to the provisions of the General Corporation Law of Nevada. 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 at least a majority of the required quorum for such meeting.

3.14 Fees and Compensation Directors shall not receive any stated salary for their services as directors, but, by resolution of the board, a fixed fee, with or without expenses of attendance, may be allowed to directors not receiving monthly compensation for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the

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Corporation in any other capacity, as an officer, agent, employee or otherwise, from receiving compensation therefor.

3.15 Action Without Meeting Any action required or permitted to be taken by the Board under the General Corporation Law of Nevada may be taken without a meeting if all members of the Board individually or collectively consent in writing to such action. Such consent or consents shall be filed with the minutes of the meetings of the board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under the provision of the General Corporation Law of Nevada which relates to action so taken shall state that the action was taken by unanimous written consent of the Board without a meeting and that the bylaws authorized the directors to so do.

ARTICLE 4 - OFFICERS

4.1 Number; Term of Office The officers of the Corporation shall be appointed by the Board and may consist of: a chairman of the Board; a chief executive officer; a chief operating officer; a chief financial officer; a president; one or more vice presidents (including, without limitation, assistant, executive, senior and group vice presidents); a treasurer; secretary; controller; and such other officers and agents with such titles and such duties as the Board may from time to time determine, each to have such authority, functions or duties as in these bylaws provided or as the Board may from time to time determine, and each to hold office for such term as may be prescribed by the Board and until such person's successor shall have been chosen and shall qualify, or until such person's death or resignation, or until such person's removal in the manner hereinafter provided. Any number of offices may be held by the same person. All officers must be natural persons and any natural person may hold two or more offices.

4.2 Removal Subject to Section 14 of this Article 4, any officer may be removed, either with or without cause, by the Board at any meeting thereof called for the purpose or by any superior officer upon whom such power may be conferred by the Board.

4.3 Resignation Any officer may resign at any time by giving notice to the Board, the chief executive officer (or in the case where no chief executive officer has been elected, the most senior officer holding office) or the secretary. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.4 Chairman of the Board The chairman of the Board may be an officer of the Corporation, subject to the control of the Board, and shall report directly to the Board.

4.5 Chief Executive Officer The chief executive officer , if one shall have been elected, shall have general supervision and direction of the business and affairs of the Corporation and shall be subject to the control of the Board, and shall report directly to the Board.

4.6 Chief Operating Officer The chief operating officer, if one shall have been elected, shall perform such senior duties in connection with the operations of the Corporation as the Board or the chief executive officer shall from time to time determine, and shall report directly to the chief executive officer. The chief operating officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as may be agreed with the chief executive officer or as the Board may from time to time determine.

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4.7 Chief Financial Officer The chief financial officer, if one shall have been elected, shall perform all the powers and duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation, and shall report directly to the chief executive officer. The chief financial officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as may be agreed with the chief executive officer or as the Board may from time to time determine.

4.8 President The president shall perform such senior duties in connection with the operations of the Corporation as the Board or the chief executive officer or the chief operating officer shall from time to time determine, and shall report directly to the chief operating officer. The president shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as may be agreed with the chief executive officer, the chief operating officer or as the Board may from time to time determine.

4.9 Vice Presidents Any vice president shall have such powers and duties as shall be prescribed by his/her superior officer or the Board. A vice president shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as may be agreed with his/her superior officer or as the Board may from time to time determine. A vice president need not be an officer of the Corporation and shall not be deemed an officer of the Corporation unless elected by the Board.

4.10 Treasurer The treasurer, if one shall have been elected, shall supervise and be responsible for all the funds and securities of the Corporation; the deposit of all moneys and other valuables to the credit of the Corporation in depositories of the Corporation; borrowings and compliance with the provisions of all indentures, agreements and instruments governing such borrowings to which the Corporation is a party; the disbursement of funds of the Corporation and the investment of its funds; and in general shall perform all of the duties incident to the office of the treasurer. The treasurer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as may be agreed with the chief executive officer (or in the case where no chief executive officer has been elected, the most senior officer holding office) or as the Board may from time to time determine.

4.11 Controller The controller, if one shall have been elected, shall be the chief accounting officer of the Corporation, and shall report directly to the chief financial officer. The controller shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as he may agree with the chief executive officer, the chief financial officer or as the Board may from time to time determine.

4.12 Secretary It shall be the duty of the secretary to act as secretary at all meetings of the Board, of the committees of the Board and of the stockholders and to record the proceedings of such meetings in a book or books to be kept for that purpose. The secretary shall see that all notices required to be given by the Corporation are duly given and served, shall be custodian of the seal of the Corporation and shall affix the seal or cause it to be affixed to all certificates of stock of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided). The secretary shall have charge of the books, records and papers of the Corporation and shall see that the reports, statements and other documents required by law to be kept and filed are properly kept and filed; and in general shall perform all of the duties incident to the office of secretary. The secretary shall, when requested, counsel with and

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advise the other officers of the Corporation and shall perform such other duties as he may agree with the chief executive officer or as the Board may from time to time determine.

4.13 Assistant Treasurers, Assistant Controllers and Assistant Secretaries Any assistant treasurers, assistant controllers and assistant secretaries shall perform such duties as shall be assigned to them by the Board or by the treasurer, controller or secretary, respectively, or by the chief executive officer. An assistant treasurer, assistant controller or assistant secretary need not be an officer of the Corporation and shall not be deemed an officer of the Corporation unless elected by the Board.

4.14 Additional Matters The chairman of the Board, the chief executive officer, the chief operating officer, the chief financial officer and the president of the Corporation shall have the authority to designate employees of the Corporation to have the title of vice president, assistant vice president, assistant treasurer, assistant controller or assistant secretary. Any employee so designated shall have the powers and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the Board. Salaries of officers and other stockholders employed by the Corporation shall be fixed periodically by the Board or established under agreements with the officers or stockholders approved by the Board. No officer shall be prevented from receiving this salary because he is also a director of the Corporation.

ARTICLE 5 - SHARES OF STOCK

5.1 Share Certificates The certificates of shares of the Corporation shall be in such form consistent with the articles of incorporation and the laws of the State of Nevada as shall be approved by the Board. A certificate or certificates for shares of the capital stock of the Corporation shall be issued to each stockholder when any of these shares are fully paid, and the Board may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All such certificates shall be signed by the chairman or vice chairman of the Board or the president or a vice president, and by the treasurer or an assistant financial officer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the stockholder. Any or all of the signatures on the certificate may be facsimile.

5.2 Transfer of Shares Subject to the provisions of law, upon the surrender to the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

5.3 Lost or Destroyed Certificate The holder of any shares of stock of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate therefor, and the Corporation may issue a new certificate in the place of any certificate theretofore issued by it alleged to have been lost or destroyed, upon approval of the Board. The Board may, in its discretion, as a condition to authorizing the issue of such new certificate, require the owner of the lost or destroyed certificate, or his legal representative, to make proof satisfactory to the Board of the loss or destruction thereof and to give the Corporation a bond or other security, in such amount and with such surety or sureties as the Board may determine, as indemnity against any

________________________________________________________________________________________________

claim that may be made against the Corporation on account of any such certificate so alleged to have been lost or destroyed.

ARTICLE 6 - COMMITTEES

6.1 Committees The Board may, by resolution adopted by a majority of the authorized number of directors , designate one (1) or more committees, each consisting of one (1) or more directors, to serve at the pleasure of the Board. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee.

Any such committee, to the extent provided by resolution of the Board, shall have all authority of the Board, except as prohibited by the General Corporation Law of Nevada and except with respect to: (i) the approval of any action requiring stockholder approval as enumerated in Subsection (i) through (v) of Section 2.11 hereof and requiring notice to stockholders of such action; (ii) the filling of vacancies on the Board or on any committee; (iii) the fixing of compensation of the Board for serving on the Board or on any committee; (iv) the amendment or repeal of bylaws or the adoption of new bylaws; (v) the amendment or repeal of any resolution of the Board which by its expressed terms is not so amenable or repealable; (vi) a distribution to the stockholders of the Corporation, except at a rate or in a periodic amount within a price range determined by the Board; or (vii) the appointment of other committees of the Board or the members of these committees.

The provisions of these bylaws for notice to directors of meetings, place of meetings, regular meetings , special meetings and notice, quorum, waiver of notice, adjournment, notice of adjournment, and actions without meetings, without such changes in the context of those bylaws as may be necessary to substitute the committee and its members for the Board and its members, apply also to the committees of the Board and action by such committees, except that the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee.

ARTICLE 7 - INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES, AND OTHER AGENTS

7.1 Agents, Proceedings and Expenses For purposes of this Article, an "agent" of the Corporation includes any person who is or was a director , officer, employee or other agent of the Corporation; or is or was serving at the request of the Corporation as a director, officer, employee or agent of another foreign or domestic Corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign or domestic Corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" include, without limitation, attorneys' fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or was an agent of the Corporation.

7.2 Indemnification The Corporation shall, to the maximum extent permitted by Nevada law, have the power to

________________________________________________________________________________________________

indemnify each of its agents against expenses and shall have the power to advance to each such agent expenses incurred in defending any such proceeding to the maximum extent permitted by that law.

7.3 Insurance The Corporation may, upon the resolution of the directors, purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the provisions of this Article 7.

ARTICLE 8 - RECORDS AND REPORTS

8.1 Stockholder Inspection of Articles and Bylaws The Corporation shall keep at its registered office in Nevada, a copy certified by the secretary of state of its articles of incorporation and any amendments thereto, a copy certified by the Corporation's secretary of the bylaws and any amendments thereto, which shall be open to inspection by stockholders at all reasonable times during office hours.

8.2 Maintenance and Inspection of Records of Stockholders The Corporation shall keep at its registered office, or at the office of its transfer agent or registrar, if either be appointed, or at the principal executive office of the Corporation, and as determined by resolution of the Board, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each stockholder.

8.3 Stockholder Inspection of Corporate Records The accounting books and records and minutes of proceedings of the stockholders and the Board and any committee or committees of the Board shall be kept at such place or places designated by the Board, or, in the absence of such designation, at the principal executive office of the Corporation. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand on the Corporation of any stockholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a stockholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary Corporation of the Corporation and may not be limited by the articles of incorporation and bylaws.

8.4 Inspection by Directors Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and to inspect the physical properties of the Corporation and each of its subsidiary corporations, domestic or foreign. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.

8.5 Annual Statement of General Information The Corporation shall, each year during the calendar month in which its articles of incorporation originally were filed with the Nevada Secretary of State, file with the Secretary of State, on the prescribed form, a statement setting forth the names and complete business or residence addresses of all incumbent directors, the names and complete business or residence addresses of the president, secretary and treasurer, and

________________________________________________________________________________________________

the Corporation's duly appointed resident agent in charge of the registered office in the State of Nevada upon whom process can be served, all in compliance with the General Corporation Law of Nevada.

ARTICLE 9 - MISCELLANEOUS

9.1 Checks, Drafts, Evidence of Indebtedness All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by resolution of the Board.

9.2 Contracts, Etc., How Executed The Board, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances; and, unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount.

9.3 Representation of Shares of Other Corporations The chief executive officer (or in the case where no chief executive officer has been elected, the most senior officer holding office) or, in the event of his/her absence or inability to serve, any vice president and the secretary or assistant secretary of this Corporation are authorized to vote, represent and exercise, on behalf of this Corporation, all rights incidental to any and all shares of any other Corporation standing in the name of this Corporation. The authority herein granted to the officers to vote or represent on behalf of this Corporation any and all shares held by this Corporation in any other Corporation may be exercised either by such officers in person or by any person authorized to do so by proxy or power of attorney duly executed by the officers.

9.4 Corporate Seal The Board may adopt a corporate seal, alter such seal at pleasure, and authorize it to be used by causing it or a facsimile to be affixed or impressed or reproduced in any other manner.

9.5 Fiscal Year The fiscal year of the Corporation shall be fixed by resolution of the Board.

9.6 Distributions Distributions upon capital stock of the Corporation, subject to the provisions of the articles of incorporation, if any, may be declared by the Board at any regular or special meeting, pursuant to law. Distributions may be paid in cash, in property or in shares of capital stock, subject to the provisions of the articles of incorporation.

9.7 Reserves Before payment of any distribution, there may be set aside out of any funds of the Corporation available for distributions such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing distributions or for repairing or maintaining any property of the Corporation or for such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

________________________________________________________________________________________________

ARTICLE 10 - AMENDMENTS TO BYLAWS

10.1 Amendment by Stockholders New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of the stockholders entitled to exercise a majority of the voting power of the Corporation; except as provided in these bylaws, a bylaw amendment reducing the number or the minimum number of directors cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent would be sufficient to elect at least one (1) director if voted cumulatively at an election at which all of the outstanding shares entitled to vote were voted and the entire number of previously authorized directors were then being elected.

10.2 Amendment by Directors Subject to the rights of the stockholders as provided in Section 10.1 hereof to adopt, amend or repeal bylaws, bylaws may be adopted, amended, or repealed by the Board.

ARTICLE 11 - RESTRICTIONS ON SHARE TRANSFER

11.1 Application Article 11.2 does not apply to the Corporation if and for so long as it is a public company.

11.2 Consent Required for Transfer No shares may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

________________________________________________________________________________________________

Exhibit 4.1

Number

Shares

SANTO PITA CORPORATION

INCORPORATED UNDER THE LAWS OF THE STATE OF

NEVADA 100,000,000 SHARES COMMON STOCK AUTHORIZED,

$0.00001 PAR VALUE

CUSIP

SEE REVERSE

FOR

This

CERTAIN

certifies

DEFINITIONS

that

is the owner of

FULLY PAID AND NON-ASSESSABLE

SHARES OF COMMON STOCK OF

SANTO PITA CORPORATION

transferable on the books of the corporation in person or by duly

authorized attorney upon surrender of this certificate properly

endorsed. This certificate and the shares represented hereby

are subject to the laws of the State of Nevada, and to the

Articles of Incorporation and Bylaws of the Corporation,

as now or hereafter amended. This certificate is not valid

unless countersigned by the Transfer Agent. WITNESS

the facsimile seal of the Corporation and the signature

of its duly authorized officers

PRESIDENT

[SEAL]

SECRETARY

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM	as tenants in common	UNIF GIFT MIN ACT ________________	Custodian ______________
TEN ENT	as tenants by the entireties	(Cust)	(Minor)
JT TEN	as joint tenants with the right of	Act __________________________
	survivorship and not as tenants		(State)
	in common

Additional abbreviations may also be used though not in the above list.

For value received ,	____________________________________	hereby sell, assign and transfer unto
	PLEASE INSERT SOCIAL SECURITY OR OTHER
	IDENTIFYING NUMBER OF ASSIGNEE

____________________________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

__________________________________________________________________________________

_________________________________________________________________________ shares of

the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

_____________________________________________________________________________, Attorney to

transfer the said stock on the books of the within named Corporation with full power of substitution in the

premises.

Dated ____________________

X ________________________________________________________________________________

THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN

EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) MUST BE

GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions)

SIGNATURE GUARANTEED:

TRANSFER FEE WILL APPLY

Exhibit 5.1

September 20, 2010

Santo Pita Corporation
Plaza Tania, Romulo Betancourt No. 289 Local 306
Bella Vista, Santo Domingo
Dominican Republic

Gentlemen:

You have requested our opinion, as counsel for Santo Pita Corporation, a Nevada corporation (the "Company"), in connection with the registration statement on Form S-1 (the "Registration Statement"), under the Securities Act of 1933 (the "Act"), filed by the Company with the Securities and Exchange Commission.

The Registration Statement relates to an offering of a total of 22,633,330 shares of the Company's common stock at an exercise price of $0.0015 per share, that were issued in connection with a private placement that closed on July 31, 2010.

We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion. It is our opinion that the shares of common stock to be sold by the selling shareholders have been duly authorized and are legally issued, fully paid and non-assessable.

No opinion is expressed herein as to any laws other than the State of Nevada of the United States. This opinion opines upon Nevada law including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Experts" in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

ANSLOW & JACLIN, LLP

By:	GREGG E. JACLIN
	Gregg E. Jaclin, Partner ANSLOW & JACLIN, LLP

195 Route 9 South, Suite 204, Manalapan, New Jersey 07726
Tel: (732) 409-1212 Fax: (732) 577-1188

Exhibit 10.1

CONSULTING AGREEMENT

THIS AGREEMENT (the "Agreement") is made this 1 ^st day of August, 2010, between Santo Pita Corporation, a Nevada corporation (hereinafter referred to as the "Company), and Executive Consulting Services, (ECS) Group, hereinafter referred to as "Consultant."

RECITALS

A. The Company desires to be assured of the association and services of Consultant in order to avail itself of Consultant's experience, skills, abilities, background and knowledge, to advise it upon administrative and business operations, and is therefore willing to engage Consultant upon the terms and conditions herein contained.

B. Consultant agrees to be engaged and retained by the Company and upon said terms and conditions.

NOW, THEREFORE, in consideration of the recitals, promises and conditions in this Agreement, the Consultant and the Company agree as follows:

1. CONSULTING SERVICES. The Company hereby retains Consultant to advise it regarding its administrative and business operations.

2. TERM. The term of this Agreement shall be for a period of six months commencing August 1, 2010, and is renewable for successive six month terms by mutual agreement of the parties.

3. COMPENSATION OF CONSULTANT. The Company hereby agrees to compensate Consultant $1,000 per month payable on the first business day of the month.

4. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an employer-employee relationship. It is the intention of each party that Consultant shall be an independent contractor and not an employee of the Company. Consultant shall not have authority to act as the agent of the Company except when such authority is specifically delegated to Consultant by the Company. Subject to the express provisions herein, the manner and means utilized by Consultant in the performance of Consultant's services hereunder shall be under the sole control of the Consultant. All compensation paid to Consultant hereunder shall constitute earnings to Consultant from self-employment income. The Company shall not withhold any amounts therefrom as federal or state income tax withholding from wages or as employee contributions under the Federal Insurance Contributions Act (Social Security) or any similar federal or state law applicable to employers and employees.

5. NOTICES. Any notice, request, demand or other communication required or permitted hereunder shall be deemed to be properly given when personally served in writing or when deposited in the United States mail, postage prepaid, addressed to the other party at the address appearing at the end of this Agreement. Either party may change its address by written notice made in accordance with this section.

6. BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective legal representatives, administrators, executors, successors, subsidiaries and affiliates.

7. GOVERNING LAW. This Agreement is made and shall be governed and construed in accordance with the laws of the state of Washington and it is agreed that jurisdiction and venue of any actions pertaining to this Agreement will be in Spokane, Washington.

8. ASSIGNMENT. Any attempt by either party to assign any rights, duties or obligations which arise under this Agreement without the prior written consent of the other party shall be void, and shall constitute a breach of the terms of this Agreement.

9. ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement between the Company and the Consultant. No promises, guarantees, inducements, or agreements, oral or written, express or implied, have been made other than as contained in this Agreement. This Agreement can only be modified or changed in writing signed by the party or parties to be charged.

10. LITIGATION EXPENSES. If any action at law or in equity is brought by either party to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and disbursements in addition to any other relief to which it may be entitled.

In witness whereof, the parties have executed the day and year first above written.

SANTO PITA CORPORATION EXECUTIVE CONSULTING
SERVICES, (ECS) GROUP

BY: ROSA HABEILA FELZ RUIZ NATASHA LYSIAK
Rosa Habeila Felz Ruiz, President Natasha Lysiak, Owner

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders
Santo Pita Corporation
(A Development Stage Company)
Bella Vista, Santo Domingo, Dominican Republic

We consent to the inclusion in the Registration Statement on Form S-1 of Santo Pita Corporation of our report dated September 17, 2010, relating to the audit of the balance sheets of Santo Pita Corporation as of July 31, 2010 and 2009, and the related statements of expenses, stockholders' equity, and cash flows for the year ended July 31, 2010, the period from July 8, 2009 (inception) to July 31, 2009 and the period from July 8, 2009 (inception) to July 31, 2010. We also consent to the reference to our firm under the heading "Experts" appearing therein.

GBH CPAs, PC

GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
September 20, 2010

Nevada	3843	27-0518586
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Large accelerated filer		Accelerated filer	
Non-accelerated filer		Smaller reporting company	X
(Do not check if a smaller reporting company)

	Amount To Be	Offering Price		Aggregate		Registration
Securities to be Registered	Registered (1)	Per Share (2)		Offering Price		Fee
Common Stock	22,633,330		$0.0015		$33,950		$2.42

SANTO PITA CORPORATION
(A Development Stage Company)
BALANCE SHEETS

		July 31,			July 31,
		2010			2009
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	22,732		$	-
Pre-paid expenses		15,720			-

Total current assets		38,452			-

Total assets	$	38,452		$	-

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Related party payable	$	1,637		$	-

Total current liabilities		1,637			-

STOCKHOLDERS' EQUITY
Preferred stock, 100,000,000 shares authorized,
$0.00001 par value;
0 shares issued and outstanding		-			-
Common stock, 100,000,000 shares authorized,
$0.00001 par value;
55,966,663 shares issued and outstanding		560			-
Additional paid-in capital		38,390			-
Deficit accumulated during development stage		(2,135	)		-
Total stockholders' equity		36,815			-

Total liabilities and stockholders' equity	$	38,452		$	-

SANTO PITA CORPORATION
(A Development Stage Company)
STATMENTS OF EXPENSES

		Year Ended July 31, 2010			July 8, 2009 (Inception) to July 31, 2009		July 8, 2009 (Inception) to July 31, 2010

EXPENSES
General and administrative	$	1,970		$	-	$	1,970

Total expenses		1,970			-		1,970

Other Expense
Foreign currency transaction loss		(165	)		-		(165	)
Total other expense		(165	)		-		(165	)


Net Loss	$	(2,135	)	$	-	$	(2,135	)

Basic and diluted loss per common share	$	(0.01	)	$	0.00

Basic and diluted weighted average number of
common shares outstanding		244,658			-

SANTO PITA CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from July 8, 2009 (Inception) to July 31, 2010

	Common Stock								Additional Paid-in		Deficit Accumulated								Total Stockholders' Equity
	Shares					Amount			Capital		During Development Stage

Inception	-			$			-	$	-				$	-				$	-

Balance, July 31, 2009	-						-		-					-					-

Stock issued for cash on
July 30, 2010 at $0.00015 per share	33,333,333						333		4,667					-					5,000

Stock issued for cash on
July 31, 2010 at $0.0015 per share		22,633,330			227				33,723					-					33,950

Net loss		-			-				-					(2,135			)		(2,135)

Balance, July 31, 2010		55,966,663	$		560			$		38,390		$		(2,135	)	$				36,815

SANTO PITA CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
		Year Ended July 31, 2010			July 8, 2009 (Inception) to July 31, 2009		July 8, 2009 (Inception) to July 31, 2010

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,135	)	$	-	$	(2,135	)
Adjustments to reconcile net loss to net cash used in operating activities:
Pre-paid expenses		(15,720)			-		(15,720	)
Accounts payable		1,637			-		1,637
Net cash used in operating activities		(16,218	)		-		(16,218	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		38,950			-		38,950
Net cash from financing activities		38,950			-		38,950


Net change in cash and cash equivalents		22,732			-		22,732
Cash and cash equivalents, beginning of period		-			-		-

Cash and cash equivalents, end of period	$	22,732		$	-	$	22,732

SUPPLEMENTAL CASHFLOW DISCLOSURES

Interest paid	$	-		$	-		-
Income taxes paid	$	-		$	-		-

Name and Address	Age	Position(s)
Rosa Habiela Feliz Ruiz	22	President, Principal Executive Officer, Principal
Plaza Tania, Romulo Betancourt No. 289 Local 306		Financial Officer, Principal Accounting Officer Secretary, Treasurer and sole member of the Board of
Bella Vista, Santo Domingo, Dominican Republic		Directors

						Non-	Nonqualified
						Equity	Deferred	All
Name						Incentive	Compensa-	Other
and				Stock	Option	Plan	tion	Compen-
Principal		Salary	Bonus	Awards	Awards	Compensation	Earnings	sation	Total
Position	Year	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)

Rosa Habeila Feliz Ruiz	2010	0	0	0	0	0	0	0	0
President and Director	2009	0	0	0	0	0	0	0	0
	2008	0	0	0	0	0	0	0	0

			Number of Shares	Percentage of
		Percentage of	After Offering	Ownership After
	Number of	Ownership	Assuming all of	the Offering
Name and Address	Shares Before	Before the	the Shares are	Assuming all of the
Beneficial Owner	the Offering	Offering	Sold	Shares are Sold
Rosa Habeila Feliz Ruiz ^[1]	33,333,333	59.56%	33,333,333	59.56%
Plaza Tania, Romulo Betancourt No. 289 Local 306
Bella Vista, Santo Domingo, Dominican Republic

All Officers and Directors	33,333,333	59.56%	33,333,333	59.56%
as a Group (1 person)

Exhibit No.		Document Description

3.1		Articles of Incorporation
3.2		Amended Articles of Incorporation
3.3		Bylaws
4.1		Specimen Stock Certificate
5.1		Opinion of Anslow and Jaclin, LLP
10.1		Consulting Agreement
23.1		Consent of GBH CPAs, PC
23.2		Consent of Anslow and Jaclin, LLP (filed as Exhibit 5.1)

Signature	Title	Date

ROSA HABEILA FELIZ RUIZ	President, Principal Executive Officer,	September 20, 2010
Rosa Habeila Feliz Ruiz	Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors

Number		Shares

SANTO PITA CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF
NEVADA 100,000,000 SHARES COMMON STOCK AUTHORIZED,
$0.00001 PAR VALUE

		CUSIP
		SEE REVERSE
		FOR
This		CERTAIN
certifies		DEFINITIONS
that
is the owner of


FULLY PAID AND NON-ASSESSABLE
SHARES OF COMMON STOCK OF


SANTO PITA CORPORATION
transferable on the books of the corporation in person or by duly
authorized attorney upon surrender of this certificate properly
endorsed. This certificate and the shares represented hereby
are subject to the laws of the State of Nevada, and to the
Articles of Incorporation and Bylaws of the Corporation,
as now or hereafter amended. This certificate is not valid
unless countersigned by the Transfer Agent. WITNESS
the facsimile seal of the Corporation and the signature
of its duly authorized officers




PRESIDENT	[SEAL]	SECRETARY