As filed with the Securities and Exchange Commission on August 24, 2011
Registration No. 333-172110

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Amendment 4 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

STRATEGIC DENTAL MANAGEMENT CORP
(Exact name of registrant as specified in its charter)

<s> <c> <c>
Colorado 8011 27-1340346
(State or other jurisdiction of (Primary Standard Industrial I.R.S. Employer
incorporation or organization) Classification Code) Identification No.)

1496 N. Higley Rd.
Gilbert, AZ 85234
Telephone: 480-654-9400
(Address and telephone number of
registrant's principal executive offices)

Brian E. Ray
1496 N. Higley Rd.
Gilbert, AZ 85234
Telephone: 480-654-9400
(Name, address, including zip code, and
telephone number, including area code, of agent for service)

With copies to:

Jody M. Walker,
Attorney at Law
7841 S. Garfield Way
Centennial, Colorado 80122
Telephone: (303)850-7637
Facsimile: (303)482-2731

Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes
effective.

If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, please check the following box: [x]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

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 small
reporting company.

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE OFFER PRICE
<s> <c> <c> <c> <c>
Common Stock(1) 6,000,000 $ .10 $600,000 $69.66
Common Stock(2) 100,000 $ .10 10,000 1.16
---------- -------- ------
Total 6,100,000 $610,000 $70.82

(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933
solely for the purpose of computing the amount of the registration fee.
(2) Represents common stock being sold on behalf of selling security
holders.

The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.

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

Preliminary Prospectus Dated August 24, 2011
Subject To Completion

Strategic Dental Management Corp.

Up to a Maximum of 6,000,000 Common Shares
at $0.10 Per Share

We are offering for sale a maximum of 6,000,000 shares of our common
stock in a self-underwritten offering directly to the public at a price
of $0.10 per share.

There is no minimum amount of shares that we must sell in our direct
offering, and therefore no minimum amount of proceeds will be raised.
No arrangements have been made to place funds into escrow or any
similar account. Upon receipt, offering proceeds will be deposited into
our operating account and used to conduct our business and operations.

We are also registering 100,000 common shares on behalf of selling
security holders. We will not receive any cash or other proceeds in
connection with the subsequent sale by the selling security holders.

The 100,000 common shares included in this prospectus may be offered
and sold directly by the selling security holders. The selling
security holders must sell at a fixed price of $.10 until our shares
are quoted on a market or securities exchange. Thereafter, the selling
security holders may sell at prevailing prices or privately negotiated
prices. We will not control or determine the price at which a selling
security holder decides to sell its shares. Brokers or dealers
effecting transactions in these shares should confirm that the shares
are registered under applicable state law or that an exemption from
registration is available.

The primary offering will commence on the effective date of this
prospectus and will terminate on or before March 31, 2012. In our sole
discretion, we may terminate the primary offering before all of the
common shares are sold. The secondary offering by selling shareholders
shall commence upon termination of the primary offering.

There is no market for our securities. Our common stock is presently
not traded on any public market or securities exchange, and we have not
applied for listing or quotation on any public market.

Consider carefully the risk factors beginning on page 7 in this
prospectus.

Neither the SEC nor any state securities commission has approved these
common shares or determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.

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

Proceeds of the Offering
Per Common Share Total
---------------- -----
Offering Price $.10 $600,000
Proceeds to Strategic Dental,
before expenses $.10 $600,000

5
TABLE OF
CONTENTS

Prospectus Summary 6
Risk Factors 7
Forward Looking Statements 16
Plan of Distribution and Selling Security Holders 16
Business Operations 20
Use of Proceeds 26
Determination of Offering Price 27
Dilution 27
Dividend Policy 28
Management's Discussion and Analysis of Financial
Condition and Results of Operations 28
Directors, Executive Officers, Promoters and Control Persons 32
Security Ownership of Certain Beneficial Owners
and Management 36
Certain Relationships and Related Transactions 37
Description of Capital Stock 38
Shares Eligible for Future Sale 39
Disclosure of Commission Position on Indemnification 41
for Securities Act liabilities
Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 41
Market for Common Stock and Related Stockholder
Matters 41
Experts 43
Legal Proceedings 43
Legal Matters 43
Where You Can Find More Information 43
Financial Statements 45

PROSPECTUS SUMMARY

To understand this offering fully, you should read the entire
prospectus carefully, including the risk factors beginning on page 7
and the financial statements.

General Strategic Dental Management Corp. was
incorporated under the laws of the State of
Colorado on January 8, 2010.

Operations We are a development stage company, formed to
build dental practices from scratch or to
acquire existing dental practices and manage all
aspects of the dental practices including
payroll, human resources, collections,
personnel, training etc. In addition, we will
consult with other dental practices and train
employees, manage day to day operations, provide
all financial and accounting services etc.

We have a deficit accumulated in the development
stage of $(7,866) as of June 30, 2011. In
their opinion on our financial statements as of
and for the period from inception (January 8,
2010 to December 31, 2010, our auditors have
indicated that there is substantial doubt about
our ability to continue as a going concern.

Common Shares
outstanding prior to
offering 4,900,000

Common Shares being
sold in this offering 6,000,000

Common Shares being
sold in this offering
by selling security
holders 100,000

Terms of Primary
Offering This is a self-underwritten public offering with
no minimum purchase requirement. Common shares
will be offered on a best efforts basis and we
do not intend to use an underwriter for this
offering. We do not have an arrangement to
place the proceeds from this offering in an
escrow, trust, or similar account. Any funds
raised from the offering will be immediately
available to us for our immediate use.

Sales by Selling
Security Holders The selling security holders must sell at a fixed
price of $.10 until our shares are quoted a
market or securities exchange. Thereafter, the
selling security holders may sell at prevailing
prices or privately negotiated prices.

We are registering common shares on behalf of
the selling security holders in this prospectus.
We will not receive any cash or other proceeds in
connection with the subsequent sales. We are not
selling any common shares on behalf of selling
security holders and have no control or affect on
the selling security holders.

Termination of the
Offering The primary offering will commence on the
effective date of this prospectus and will
terminate on or before March 31, 2012. In
management's sole discretion, we may terminate
the primary offering before all of the common
shares are sold. The secondary offering by
selling shareholders shall commence upon
termination of the primary offering.

Market for our common
stock Our common stock is not quoted on a market or
securities exchange. We cannot provide any
assurance that an active market in our common
stock will develop. We intend to quote our
common shares on a market or securities exchange.

Use of proceeds We will use the proceeds of this offering acquire
a dental practice within the next twelve (12)
months.

Should we be unable to raise at least $75,000, we
would give priority to allocating capital to
complete everything necessary to be ready to meet
our SEC reporting requirements. Any remaining
capital would be used to fund our working capital
needs. If we are unable to raise the funds
needed, Mr. Ray, an officer and director has
verbally agreed to provide the necessary funds to
move forward with the marketing and promotion.

RISK FACTORS

Our business is subject to numerous risk factors, including the
following.

1. We are a development stage company with no operating history and
may never be able to effectuate our business plan or achieve any
revenues or profitability. Potential investors have a high probability
of losing their entire investment.

We are subject to all of the risks inherent in the establishment of a
new business enterprise. The registrant was incorporated on January 8,
2010. The registrant was incorporate for the purpose of purchasing
and/or building dental practices and continue with the day-to-day
operations with those practices. We may not be able to successfully
effectuate our business plan or we may not be able to market our
services in the future in a manner that will generate significant
revenues. In addition, any revenues that we may generate may be
insufficient for us to become profitable.

In particular, potential investors should be aware that we have not
proven that we can:

raise sufficient capital in the public and/or private markets;
have access to a line of credit in the institutional lending
marketplace for the expansion of our business;
respond effectively to competitive pressures; or
recruit and build a management team to accomplish our business
plan.

Accordingly, our prospects must be considered in light of the risks,
expenses and difficulties frequently encountered in establishing a new
business, and the registrant is a highly speculative venture involving
significant financial risk.

2. Funds raised in this offering will not be sufficient to purchase
more than one dental practice along with the building and assets. It
is likely that we will incur operating losses in the next twelve
months, and possibly for some time afterward, and will need to raise
additional capital.

Although we hope to raise sufficient money from this offering to locate
and purchase at least one practice, there is no assurance that we will
be successful. We will incur operating losses in the next twelve
months and possibly for some time afterward. It will be necessary to
either raise additional capital or to secure bank loans to purchase the
practices along with all equipment. Furthermore, it will be necessary
for the registrant to raise additional capital over the next 12 to 24
months to be able to acquire additional practices and to fully
implement our business plan.

Because we do not expect to have any cash flow from operations within
the next twelve months, we will need to raise additional capital, which
may be in the form of loans from current stockholders or others, and/or
from public and private equity offerings of the registrant's stock.
Our ability to access capital will, among other things, depend on our
success in implementing our business plan. It will also depend upon the
status of the capital markets at the time such capital is sought.

Should sufficient capital not be available, the implementation of our
business plan could be delayed and, accordingly, the implementation of
our business strategy would be adversely affected. If we are unable
to raise additional funds in the future, we may have to cease all
substantive operations. In such event it would not be likely that
investors would obtain a profitable return on their investment and
could lose their entire investment.

3. Our auditors have expressed a going concern issue that notes our
need for capital and/or revenues to survive as a business. You may
lose your entire investment.

Our ability to continue as a going concern is dependent on our ability
to further implement its business plan and raise capital.

We are currently a development stage company. Continued operations are
dependent on our ability to complete equity or debt financing
activities or to generate profitable operations. Such capital
formation activities may not be available or may not be available on

reasonable terms. As of June 30, 2011, we had a cash balance of $7,855
and an accumulated deficit of $(7,866). We believe that if we do not
raise sufficient money from our offering, we may have to suspend or
cease operations within twelve months. Therefore, we may be unable to
continue operations in the future as a going concern. If we cannot
continue as a viable entity, our stockholders may lose some or all of
their investment in the registrant.

4. As a development stage company, we may experience substantial cost
overruns in acquiring dental practices and creating a strategy for
future stages such marketing the practices, and we may not have
sufficient capital to purchase other practices.

We may experience substantial cost overruns in purchasing dental
practices and may not have sufficient capital to successfully execute
our entire business plan. Because the practices are not yet identified,
we do not currently know the exact purchase price or timing of
purchase. If the purchase prices are greater than expected, we may not
have nor be able to raise sufficient capital to purchase other
practices. In addition, the commercial success of any dental practice
is often dependent upon factors beyond the control of the registrant
attempting to market the services, including, but not limited to,
market acceptance of the company, medical industry or governmental
restrictions, and whether or not third parties promote the services
through prominent marketing channels and/or other methods of promotion.

5. Customers may not use our services. We may never become
profitable.

It is our intention to initially market our services locally within a
five mile radius of each practice. Customers may not accept and use
our services or may prefer the services of a competitor. Acceptance and
use of our services will depend upon a number of factors including:

- Pricing relative to competing dental practices;
- Overall aesthetic appeal of the practices
- Relative vicinity of the practices in relation to customers homes
or work
- Effectiveness of marketing efforts by us, and
- Ability to easily and timely service our customers.

There can be no assurance that we will gain market acceptance of our
practices. If and when we open our practices, if they fail to achieve
market acceptance, our business, operating results and financial
condition would be adversely affected.

6. We are a small company with limited resources compared to some of
our current and potential competitors and we may not be able to compete
effectively and increase market share.

The industry that we propose to be in is highly competitive. We cannot
guarantee that the features of our product are enough to effectively
capture a significant enough market share to successfully launch and
sustain our busines. Our current competitors include dentists with
their own practice, dentists that own multiple practices, regional and
national chains, corporate owned practices, and dental management

groups. Of the practices with multiple locations, the most
recognizable names include Western Dental, Dental One, Southwest
Dental, Sunwest Dental, Pacific Dental, and Bright Now Dental. These
companies own between 5-15 offices each. Everyone in the preceding
list is also a potential competitor since they will consider adding
additional offices in areas with a lower than average concentration of
dentists. Other potential competitors include new dentists opening
their first office, dentists relocating from another state, and dental
associates wanting to open their own office. These competitors have
greater name credibility with our potential distributors and customers.
Our competitors also may be able to adopt more aggressive pricing
policies and devote greater resources to the development, promotion,
and sale of their services than we can to ours. To be competitive, we
must invest significant resources in sales and marketing, and customer
support. We may not have sufficient resources to make the investments
necessary to be competitive, which in turn will cause our business to
suffer and restrict our profitability potential.

7. Our success depends on hiring the staff, dentists, and hygienists.
We may not be able to locate and hire necessary personnel to make our
operations a success.

The expansion of our business will place further demands on existing
management and future growth. Profitability will depend, in part, on
our ability to hire and retain the necessary personnel to operate our
business. There is no certainty that we will be able to identify,
attract, hire, train, retain and motivate other highly skilled dentists
and hygienists as well as other, administrative, managerial, marketing
and customer service personnel. Competition for such personnel is
intense and there is no certainty that we will be able to successfully
attract, integrate or retain sufficiently qualified personnel. The
failure to attract and retain the necessary personnel could have a
materially adverse effect on our business, operations and financial
condition.

We intend to hire all staff upon purchase of each practice. In
general, most staff will stay in place from the previous owner, however
it is possible that some or all of the staff may either quit or we may
find it necessary to let all staff members go and start new. Our
future revenue growth will depend in large part on being able to hire
skilled dentists and hygienists as well as the other staff members. We
may or may not be successful in acquiring a dentist to work as an
associate at any or all of the practices.

We currently do not have any employees other than our two officers, who
are also our directors. Once we have narrowed down the specific
practices we intend to purchase, we will require sufficient staff or
organization for the day to day operations including marketing
collections, etc. It is anticipated that we will compete with
companies that currently have extensive and well-funded marketing and
sales operations. Our marketing and sales efforts may be unable to
compete successfully against these companies

8. Delays in prompt payments from our customers or disputes may
adversely affect our business.

Once we begin servicing our patients, if ever, we will be dependent
upon reasonably prompt payments from our customers as well as insurance
providers. Delays or disputes may materially affect our cash flow and
place our operations in substantial jeopardy. We are not certain we
can obtain bank lines of credit for financing receivables, if needed,
or that the terms of such credit would be reasonable or affordable.

9. Our officers have no experience in running multiple dental
offices. They may not be able to successfully operate such a business
which could cause you to lose your investment.

Although our officers have successfully run a single dental practice,
they are not experienced in running several practices simultaneously.
Our current officers have effective control over all decisions
regarding both policy and operations of our operations with no
oversight from other management. Our success is contingent upon the
ability of these individuals to make appropriate business decisions in
these areas. However, our officers have no experience in operating
multiple dental practices. It is possible that this lack of relevant
operational experience could prevent us from becoming a profitable
business.

10. If we lose the services of key members of our management team, we
may not be able to execute our business strategy effectively.

Our future success depends in a large part upon the continued service
of key members of our management team. In particular, Brian E. Ray,
our chief executive officer and John Lundgreen, chief financial
officer, are critical to our overall management as well as our
strategic direction. The loss of Messrs. Ray's and/or Lundgreen's
services could have a material adverse effect on our business
operations and financial condition. We do not maintain any key-person
life insurance policies. The loss of any of our management or key
personnel could materially harm our business. Neither of our executive
officers has entered into an employment agreement with us, and are, in-
effect, at-will employees.

11. Our officers have other business activities and will only be
devoting up to 50% of their time to our operations. Our officers may
compete directly with our business activities. Our operations may be
sporadic which may result in periodic interruptions or suspensions of
our business activities.

Our officers are not required to work exclusively for us, are only
engaged in our business activities on a part-time basis and do not
intend to devote full time to the business of the registrant in the
foreseeable future. This could cause the officers a conflict of
interest between the amount of time they devote to our business
activities and the amount of time required to be devoted to their other
activities. Our current officers, intend to devote only approximately
20 to 30 hours per week to our business activities, however they devote
whole days or even multiple days at a stretch when required. Subsequent
to the completion of this offering, the purchase of two practices, and

the raising of additional needed capital, we intend to increase our
business activities in terms of development, marketing and sales. This
increase in business activities may require that our officers engage in
our business activities on a full-time basis or that we hire additional
employees; however, at this time, we do not have sufficient funds to
pursue either option. Messrs. Ray and Lundgreen are of the opinion
that, though their other activities may compete with the activities of
the registrant, they are aware of their fiduciary duties and will not
violate duties to the registrant.

12. We may be subject to liability claims. Our ability to obtain
liability coverage may be limited due to lack of funds or the cost of
the coverage sought.

Although each doctor will be required to carry his own malpractice
insurance, the very nature of the medical business may expose us to the
risk of significant losses resulting from liability claims or other law
suits. Although we will obtain and intend to maintain liability
insurance to offset some of this risk, we may be unable to secure
sufficient amounts of such insurance or it may not cover certain
potential claims against us. We may not be able to afford to obtain
insurance due to rising costs in insurance premiums in recent years. If
we are able to secure insurance coverage, we may be faced with a
successful claim against us in excess of our liability coverage that
could result in a material adverse impact on our business. If insurance
coverage is too expensive or is unavailable to us, we may be forced to
self-insure against such claims. With insufficient insurance coverage,
a successful claim against us and any defense costs incurred in
defending against such claims may have a material adverse impact on our
operations.

13. Our officers and directors own a majority of the outstanding
shares of our common stock and other stockholders may not be able to
influence control of the registrant or decision making by management of
the registrant.

Our officers and directors presently own, in the aggregate, 98% of our
outstanding common stock. If we sell all of the 6,000,000 being sold
in this offering, our officers will own 44%. As a result, our officers
and directors will have substantial control over all matters submitted
to our stockholders for approval including the following matters:
election of our board of directors; removal of any of our directors;
amendment of our articles of incorporation or bylaws; and adoption of
measures that could delay or prevent a change in control or impede a
merger, takeover or other business combination involving us. Other
stockholders may find the corporate decisions influenced by our
officers and directors are inconsistent with the interests of other
stockholders. In addition, other stockholders may not be able to
change the officers and directors, and are accordingly subject to the
risk that management cannot manage the affairs of the company in
accordance with such stockholders' wishes.

14. State securities laws may limit secondary trading, which may
restrict the states in which and conditions under which you can sell
the shares offered by this prospectus.

Secondary trading in common stock sold in this offering will not be
possible in any state until the common stock is qualified for sale
under the applicable securities laws of the state or there is
confirmation that an exemption, such as listing in certain recognized
securities manuals, is available for secondary trading in the state. If
we fail to register or qualify, or to obtain or verify an exemption for
the secondary trading of, the common stock in any particular state, the
common stock could not be offered or sold to, or purchased by, a
resident of that state. In the event that a significant number of
states refuse to permit secondary trading in our common stock, the
liquidity for the common stock could be significantly impacted thus
causing you to realize a loss on your investment.

15. We may issue shares of preferred stock in the future that may
adversely impact your rights as holders of our common stock.

Our articles of incorporation authorizes us to issue up to 5,000,000
shares of "blank check" preferred stock. Accordingly, our board of
directors will have the authority to fix and determine the relative
rights and preferences of preferred shares, as well as the authority to
issue such shares, without further stockholder approval. As a result,
our board of directors could authorize the issuance of a series of
preferred stock that would grant to holders preferred rights to our
assets upon liquidation, the right to receive dividends before
dividends are declared to holders of our common stock, and the right to
the redemption of such preferred shares, together with a premium, prior
to the redemption of the common stock. To the extent that we do issue
such additional shares of preferred stock, your rights as holders of
common stock could be impaired thereby, including, without limitation,
dilution of your ownership interests in us. In addition, shares of
preferred stock could be issued with terms calculated to delay or
prevent a change in control or make removal of management more
difficult, which may not be in your interest as holders of common
stock.

In the offering, the selling security holders will sell their common
shares at $.10 per common share until our common shares are quoted on a
market or securities exchange. The selling security holders acquired
their common shares for no cash and/or services for $.001 per common
share and are registering common shares to be sold at $.10 until our
common shares are quoted on the OTC Electronic Bulletin Board. The
risk of dilution is that purchasers in the offering will acquire their
shares at a significantly greater price than that paid by existing
shareholders and thus investors in this offering will experience
immediate dilution in the book value of their shares.

16. We have not yet adopted of certain corporate governance measures.
As a result, our stockholders have limited protections against
interested director transactions, conflicts of interest and similar
matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and
enacted by the SEC, the New York and American Stock Exchanges and the
Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the
implementation of various measures relating to corporate governance.
These measures required by Sarbanes-Oxley are designed to enhance the
integrity of corporate management and the securities markets and apply
to securities which are listed on those exchanges or the Nasdaq Stock
Market. Because we are not a publicly traded company, we not presently

required to comply with many of the corporate governance provisions and
because we chose to avoid incurring the substantial additional costs
associated with such compliance any sooner than necessary, we have not
yet adopted these measures.

Because all our directors are non-independent, we do not currently have
independent audit or compensation committees. As a result, the
directors have the ability, among other things, to determine their own
level of compensation. Until we comply with such corporate governance
measures, regardless of whether such compliance is required, the
absence of such standards of corporate governance may leave our
stockholders without protections against interested director
transactions, conflicts of interest and similar matters and investors
may be reluctant to provide us with funds necessary to expand our
operations.

17. We may be exposed to potential risks resulting from new
requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

If we become registered as a publicly trading company with the SEC, we
will be required, pursuant to Section 404 of the Sarbanes-Oxley Act of
2002, to include in our annual report our assessment of the
effectiveness of our internal control over financial reporting. The
cost of these assessments can be prohibitive, which would mean less of
our capital would be available for operational uses.

18. The costs to meet our reporting and other requirements as a
public company subject to the Exchange Act of 1934 will be substantial
and may result in us having insufficient funds to expand our business
or even to meet routine business obligations.

If we become a public entity, subject to the reporting requirements of
the Exchange Act of 1934, we will incur ongoing expenses associated
with professional fees for accounting, legal and a host of other
expenses for annual reports and proxy statements. We estimate that
these costs could range up to $35,000 per year for the next few years
and will be higher if our business volume and activity increases but
lower during the first year of being public because our overall
business volume will be lower, and we will not yet be subject to the
requirements of Section 404 of the Sarbanes-Oxley Act of 2002. As a
result, we may not have sufficient funds to grow our operations.

19. There is no escrow account. Offering proceeds shall be deposited
directly into our operating account. Because we are not making
provisions for a refund to investors, you may lose your entire
investment.

Even though our business plan is based upon the complete subscription
of the shares offered through this offering, the offering makes no
provisions for refund to an investor. We will utilize all amounts
received from newly issued common stock purchased through this offering
even if the amount obtained through this offering is not sufficient to
enable us to go forward with our planned operations. Any funds received
from the sale of newly issued stock will be placed into our corporate
bank account. We do not intend to escrow any funds received through
this offering. Once funds are received as the result of a completed

sale of common stock being issued by us, those funds will be placed
into our corporate bank account and may be used at the discretion of
management.

20. We do not have a public market in our securities. If our common
stock has no active trading market, you may not be able to sell your
common shares at all.

We do not have a public market for our common shares. Our securities
are not traded on any exchange. We cannot assure you that an active
public market will ever develop. Consequently, you may not be able to
liquidate your investment in the event of an emergency or for any other
reason.

21. We do not meet the requirements for our stock to be quoted on
NASDAQ, American Stock Exchange or any other senior exchange and the
tradability in our stock will be limited under the penny stock
regulation.

The liquidity of our common stock is restricted as our common stock
falls within the definition of a penny stock.

Under the rules of the Securities and Exchange Commission, if the price
of the registrant's common stock on the OTC Bulletin Board is below
$5.00 per share, the registrant's common stock will come within the
definition of a "penny stock." As a result, the registrant common stock
is subject to the "penny stock" rules and regulations. Broker-dealers
who sell penny stocks to certain types of investors are required to
comply with the Commission's regulations concerning the transfer of
penny stock. These regulations require broker-dealers to:
- Make a suitability determination prior to selling penny stock to
the purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker/dealers to sell
the registrant's common stock, and may affect the ability to resell the
registrant's common stock.

21. The initial price of $.10 may have little or no relationship to
the market price, if any, of our common stock.

The offering price of our common stock by the selling security holder
was arbitrarily determined without regard to book value, recent
issuances of shares, such as for cash and services or market value.
There may be little or no relationship between the initial prices of
$.10 and the market price. You may lose your entire investment.

22. Future sales by our stockholders could cause the stock price to
decline and may affect your ability to liquidate your investment.

In the future, the registrant may issue equity and debt securities.
Any sales of additional common shares may have a depressive effect upon
the market price of the registrant's common stock causing the stock
price to decline.

23. The selling security holders may have liability because of their
status as underwriters. They may sue us if there are any omissions or
misstatements in the registration statement that subject them to civil
liability.

Under the Securities Act of 1933, the selling security holders will be
considered to be underwriters of the offering. The selling security
holders may have civil liability under Section 11 and 12 of the
Securities Act for any omissions or misstatements in the registration
statement because of their status as underwriters. We may be sued by
selling security holders if omissions or misstatements result in civil
liability to them.

FORWARD LOOKING STATEMENTS

The statements contained in this prospectus that are not historical
fact are forward-looking statements which can be identified by the use
of forward-looking terminology such as "believes," "expects," "may,"
"should," or "anticipates" or the negative thereof or other variations
thereon or comparable terminology, or by discussions of strategy that
involve risks and uncertainties. We have made the forward-looking
statements with management's best estimates prepared in good faith.
Because of the number and range of the assumptions underlying our
projections and forward-looking statements, many of which are subject
to significant uncertainties and contingencies that are beyond our
reasonable control, some of the assumptions inevitably will not
materialize and unanticipated events and circumstances may occur
subsequent to the date of this prospectus.

These forward-looking statements are based on current expectations, and
we will not update this information other than required by law.
Therefore, the actual experience of the registrant, and results
achieved during the period covered by any particular projections and
other forward-looking statements should not be regarded as a
representation by the registrant, or any other person, that we will
realize these estimates and projections, and actual results may vary
materially. We cannot assure you that any of these expectations will
be realized or that any of the forward-looking statements contained
herein will prove to be accurate.

PLAN OF DISTRIBUTION AND SELLING SECURITY HOLDERS

This prospectus relates to the sale of 6,000,000 common shares by the
registrant and 100,000 shares being registered by selling shareholders.

Primary Offering
We will sell the 6,000,000 common shares ourselves and do not plan to
use underwriters or pay any commissions. We will be selling our common
shares using our best efforts and no one has agreed to buy any of our
common shares. This prospectus permits our officers and directors to
sell the common shares directly to the public, with no commission or
other remuneration payable to them for any common shares they may sell.

There is no plan or arrangement to enter into any contracts or
agreements to sell the common shares with a broker or dealer. Our
officers and directors will sell the common shares and intend to offer
them to friends, family members and business acquaintances.

There is no minimum amount of common shares we must sell so no money
raised from the sale of our common shares will go into escrow, trust or
another similar arrangement.

Secondary Offering
This prospectus also relates to the resale of 100,000 shares of common
stock by the selling security holders.

The selling security holders will sell their common shares at $.10 per
common shares until our common shares are quoted on a market or
securities exchange. Thereafter, the common shares may be priced at
prevailing market prices or privately negotiated prices.

If the selling security holders engage in short selling activities,
they must comply with the prospectus delivery requirements of Section
5(b)(2) of the Securities Act.

Pursuant to Regulation M of the Securities Act, the selling security
holders will not, directly or indirectly, bid for, purchase, or attempt
to induce any person to bid for or purchase their common shares during
the offering except for offers to sell or the solicitation of offers to
buy and unsolicited purchases that are not affected from or through a
broker or dealer, on a securities exchange or through an inter-dealer
quotation system or electronic communications network.

These requirements may restrict the ability of broker/dealers to sell
our common stock, and may affect the ability to resell our common
stock.

The 100,000 common shares offered by the selling security holders may
be sold by one or more of the following methods, without limitation:
ordinary brokerage transactions and transactions in which the broker
solicits purchases; and face-to-face transactions between sellers and
purchasers without a broker-dealer. In effecting sales, brokers or
dealers engaged by the selling security holders may arrange for other
brokers or dealers to participate.

The selling security holder or dealer effecting a transaction in the
registered securities, whether or not participating in a distribution,
is required to deliver a prospectus.

statement because of their status as underwriters. We may be sued by
selling security holders if omissions or misstatements result in civil
liability to them.

Once a market has been developed for our common stock, the shares may
be sold or distributed from time to time by the security holders
directly to one or more purchasers or through brokers or dealers who
act solely as agents, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, at negotiated
prices or at fixed prices, which may be changed. The distribution of
the shares may be effected in one or more of the following methods:
(a) ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
(b) privately negotiated transactions;
(c) market sales (both long and short to the extent permitted under
the federal securities laws);
(d) at the market to or through market makers or into an existing
market for the shares;
(e) through transactions in options, swaps or other derivatives
(whether exchange listed or otherwise); and
(f) a combination of any of the aforementioned methods of sale.

In effecting sales, brokers and dealers engaged by the selling security
holders may arrange for other brokers or dealers to participate.
Brokers or dealers may receive commissions or discounts from a selling
security holder or, if any of the broker-dealers act as an agent for
the purchaser of such shares, from a purchaser in amounts to be
negotiated which are not expected to exceed those customary in the
types of transactions involved. Broker-dealers may agree with a selling
security holder to sell a specified number of the shares of common
stock at a stipulated price per share. Such an agreement may also
require the broker-dealer to purchase as principal any unsold shares of
common stock at the price required to fulfill the broker-dealer
commitment to the selling security holder if such broker-dealer is
unable to sell the shares on behalf of the selling security holder.
Broker-dealers who acquire shares of common stock as principal may
thereafter resell the shares of common stock from time to time in
transactions which may involve block transactions and sales to and
through other broker-dealers, including transactions of the nature
described above. Such sales by a broker-dealer could be at prices and
on terms then prevailing at the time of sale, at prices related to the
then-current market price or in negotiated transactions. In connection
with such re-sales, the broker-dealer may pay to or receive from the
purchasers of the shares commissions as described above.

The security holders and any broker-dealers or agents that participate
with the security holders in the sale of the shares of common stock may
be deemed to be "underwriters" within the meaning of the Securities Act
in connection with these sales. In that event, any commissions
received by the broker-dealers or agents and any profit on the resale
of the shares of common stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act

Selling Security Holders
The table below sets forth information with respect to the resale of
shares of common stock by the selling security holders. We will not
receive any proceeds from the resale of common stock by the selling
security holders for shares currently outstanding.

The registrant shall register, pursuant to this prospectus 100,000
common shares currently outstanding for the account of five individuals
or entities. The percentage owned prior to and after the offering
assumes the sale of all of the common shares being registered on behalf
of the selling security holders.

# of Shares Total Shares Total Shares % After
Name Being Registered Before Offering After Offering Offering
<s> <c> <c> <c> <c>
Richard Westberg 20,000 20,000 0 0
Judd Flake 20,000 20,000 0 0
David Lundgreen 20,000 20,000 0 0
Daniel Bodrero 20,000 20,000 0 0
Loyd Young 20,000 20,000 0 0

Brokers or dealers may receive commissions or discounts from the
selling security holders in amounts to be negotiated. Brokers and
dealers and any other participating brokers or dealers may be deemed to
be underwriters within the meaning of the Securities Act, in connection
with any sales.

The selling security holder or dealer effecting a transaction in the
registered securities, whether or not participating in a distribution,
is required to deliver a prospectus.

As a result of these shares being registered under the Securities Act,
selling security holders who subsequently resell the shares to the
public themselves may be deemed to be underwriters with respect to the
shares of common stock for purposes of the Securities Act with the
result that they may be subject to statutory liabilities if the
registration statement to which this prospectus relates is defective by
virtue of containing a material misstatement or omitting to disclose a
statement of material fact. We have agreed to indemnify the selling
security holders regarding such liability.

Penny Stock
Under the rules of the Securities and Exchange Commission, our common
stock will come within the definition of a "penny stock" because the
price of our common stock on the OTC Bulletin Board is below $5.00 per
share. As a result, our common stock will be subject to the "penny
stock" rules and regulations. Broker-dealers who sell penny stocks to
certain types of investors are required to comply with the Commission's
regulations concerning the transfer of penny stock. These regulations
require broker-dealers to:

Make a suitability determination prior to selling penny stock to the
purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.

20
BUSINESS OPERATIONS

General
The registrant was incorporated under the laws of the state of Colorado
on January 8, 2010. We are a development stage company, formed to
build dental practices from scratch or to acquire existing dental
practices. In addition, we will manage all aspects of the dental
practices including payroll, human resources, collections, personnel,
training etc. The officers of the registrant currently own and have
operated a privately held dental practice called SofTouch Dental LLC
since 2005. SofTouch Dental LLC is a general dental practice located
in Gilbert Arizona. In addition to owning a dental practice, our
officers have contracted with three private practice dentists in the
Phoenix area on a consulting basis. Consulting Services for these
practices included: Reviewing accounting books and methods, analyze
monthly reports, managing expenses, team training, effective treatment
planning and presentation, telephone protocol, patient retention,
personal motivators, staff recruitment, performance evaluations,
promotions, employee relations, developing job descriptions, computer
system review and update, leveraging technology, measurements and
benchmarks, billing, etc. Although the registrant is in the same line
of business, because it is a new entity, it has generated very little
revenue, and our operations have been limited to organizational, start-
up, and capital formation activities.

We have a specific business plan and never intended and do not intend
to be a blank check company. We have never declared bankruptcy, have
never been in receivership, and have never been involved in any legal
action or proceedings. We have not made any significant purchase or
sale of assets, nor has the registrant been involved in any mergers,
acquisitions or consolidations. We are not a blank check registrant as
that term is defined in Rule 419(a)(2) of Regulation C of the
Securities Act of 1933, because we have a specific business plan and
purpose. Neither the registrant nor its officers, directors, promoters
or affiliates, have had preliminary contact or discussions with, nor do
we have any present plans, proposals, arrangements or understandings
with any representatives of the owners of any business or company
regarding the possibility of an acquisition or merger.

The registrant will provide a wide range of business services to its
affiliated dental practices. Among the services provided by SDM are;
administrative functions, including accounting, human resources,
marketing and finance; recruitment of professional, administrative and
support personnel in the practices; and equipment and facility leasing.

Industry background
There is a shortage of affordable, well-managed dental offices in
Arizona. According to a report by the American Dental Association
entitled "Distribution of Dentists in the U.S. by Region and State",
Arizona has an average of 2,100 people for every dentist. The national
average according to the same report is 1,700 people for every dentist.
Therefore, when looking at the country as a whole, Arizona dentists
have potential for a larger average patient base than dentists outside
of Arizona. With over 2,100 people for every dentist in the state,
Arizona's concentration of dentists is less than the national average
which is 1,700 people for every dentist. This means a typical Arizona
dentist should have, on average, 400 more patients than a dentist in
another part of the country. - - -

Acquisition of Dental Practices
The registrant will own dental practices that offer quality dental
care, reasonable prices and convenient hours including evening and
Saturday appointments. The registrant will promote their dental
practices on the basis of value. The registrant will advertise to
prospective patients, and provide a flexible schedule that will appeal
to working adults and parents of school aged children.

Each office will offer a comfortable, relaxed environment complete with
flat screen televisions and a play area for children. In addition, the
offices will have six to eight operatories to allow for double and
triple booking of hygiene and dental procedures. All x-rays and charts
will be digital.

Although we have not yet purchased our first practice, we believe that
it will take approximately 6 months to determine which practice to
purchase and an additional 2 month to do due diligence and another 2
months to close on that practice. We anticipate being able to purchase
the second practice within 12 months.

The registrant intends grow to include four practices by the end of
2014. We intend purchase two existing dental practices in the Phoenix
metropolitan market, defined as Phoenix, Scottsdale, Tempe, Mesa,
Chandler, Gilbert, Glendale, in 2012 and an additional two in 2013.
Beginning in 2014, we hope to expand to other markets including Casa
Grande, Tucson, Cave Creek and Queen Creek. The expansion could
continue at three practices per year through the end of 2018.

Business Strategy
The registrant aims to become the premier value based dental group in
the western United States. Our mission is to provide the best value in
quality dental care at the low prices our patients deserve. We will
promote quality, modern dentistry for less than the competition. We
will begin by focusing our efforts in the Phoenix metropolitan area and
then expand out to other parts of Arizona. The practices owned by the
registrant will have the reputation for quality service, expanded hours
of operation and friendly staff. We anticipate building each practices
annual collections from $0 to over $800,000 within the two years and to
$1.1 million by the third year of operation.

In each new practice, we project annual collections of $300,000 in year
one, $800,000 in year two, and 1.1 million by the end of year three.
Following is our monthly revenue forecast:

Year 1 Monthly Forecast (in thousands)
1 2 3 4 5 6 7 8 9 10 11 12
8k 10k 12k 15k 18k 21k 26k 30k 34k 38k 42k 46k

Year 2 Monthly Forecast (in thousands)
1 2 3 4 5 6 7 8 9 10 11 12
50k 54k 57k 60k 63k 66k 69k 72k 75k 77k 79k 81k

Year 3 Monthly Forecast (in thousands)
1 2 3 4 5 6 7 8 9 10 11 12
83k 85k 87k 89k 91k 92k 93k 94k 95k 96k 97k 98k

The projections above are based upon SofTouch Dental's practice growth
results and results achieved while consulting for other dental
practices with the last 2 years. Results were extrapolated from the

actual growth achieved by SofTouch Dental within the first 2 years the
officers purchased and started running the company. In addition,
results include the revenue generated by companies that the officer's
consulted with and the growth seen by those companies over a 2 year
period.

The registrant estimates that it will require an approximate minimum of
$600,000 in the next 12 months to implement its activities. Such funds
will be needed for the following purposes:
- Locate specific dental practice for purchase
- Close on 1st practice and hire employees
- Begin general business operations and marketing

The officers expect to use the $600,000 as follows:

- $500,000: Purchase building and equipment. Approximate
allocation would be $350,000 for building and build-out expenses and
$150,000 for equipment.
- $57,500: General working capital (salaries, marketing, supplies,
utilities, telephone, etc.).
- $22,500: SEC reporting costs
- $20,000: General expenses

Dental Practice Mission and Goals
Vision: Working Together for a Healthier Smile.
Mission: To provide the best value in quality dental care at the
low prices our patients deserve.
Goals:
- Assure access to quality, affordable dental care services.
- Recommend and implement health policy and services based upon
assessment of individual dental needs.
- Implement training and systems at each practice to ensure
consistency and a high level of treatment plan acceptance.

Employee Motivation and Retention Strategies:
- Encourage excellence by ensuring a healthy work environment that
values employees.
- Support the workforce through the effective use of technological
and other resources.
- Above average compensation through performance based pay scales.
- Quarterly bonuses and incentives based on meeting and exceeding
achievable plan goals and overall profitability.

Dental Practice Office Staff
A highly professional and qualified staff will be put in place to
handle all front and back office needs. Offices will start with two
front office staff, one dental assistant, one dental hygienist, and one
dentist. Additional staff will be added as the practice grows.

Dental Practice Accepted Insurance
Insurance Plans accepted as "in network" will include:
- Delta
- Guardian
- MetLife
- Cigna PPO
- Fortis
- Aetna PPO
- TDA

Services
The registrant, through its dental practices will provide the following
services:
- Diagnostic Examinations-evaluating existing conditions to
determine the required dental treatment. Examples: initial oral
examination, complete x-ray survey, and cavity-detecting bite-wing x-
rays, comprehensive dental and health history, jaw and bite alignment,
comprehensive periodontal exam, comprehensive tooth by tooth
evaluation, and teeth cleaning.

- Preventive Care-taking care to avoid or minimize the risk of
serious abnormalities and diseases. Examples: prophylaxis (or teeth
cleaning), space maintainers, and topical application of fluoride.
- Corrective Treatment-working to ensure optimal dental health.
Examples: amalgam, and composite resin fillings, porcelain, gold
restoration, crowns, and jackets.
- Periodontics-treatment of the gums.
- Orthodontics-development and repositioning of the teeth and jaws.
Examples: full and partial braces, retainers, etc.
- Endodontics-the focus on the inside of the tooth or the nerve and
blood supply.
- Prosthodontics-constructing, replacing, or repairing of fixed
bridges, removing partial dentures, complete dentures, crowns, and
implant restorations.
- Orthodontics-development and repositioning of the teeth and jaws.
Examples: full and partial braces, retainers, etc.
- Pedodontics-the care of children's teeth using technologies such
as sealants and the special problems of the younger population.
- Cosmetic-teeth bleaching and whitening, capping, crowning, etc.

Related Services
In addition to the above listed services, the registrant, through its
dental practices, will provide other related dental services:
administering anesthesia, injecting therapeutic drugs, applying
desensitizing medicaments, consulting, and professional visits.

Estimated Dental Practice Expenses
The registrant estimates that the expenses for each dental practice
will be as follows:

- Dentist Compensation. All dentists will be compensated on a
sliding scale based on production. Full time employee dentists should
earn a minimum of $135,000. A highly productive dentist generating
$75,000 per month would earn nearly $300,000 per year.

Dentists not meeting production targets will be limited in their
financial compensation. All staff dentists will be required to sign
employment contracts and non-compete clauses.

- Rent. Rent can vary greatly depending on location, visibility,
square footage, accessibility, nearby anchor stores and restaurants,
etc. Rent including triple net will vary from location to location but
will average $4,500 per month.

- Janitorial and Maintenance. Office staff will be responsible for
light daily cleaning. A cleaning service will come twice per month at
a cost of $100 per visit.

- Assistants. The model calls for 1 assistant per dentist
initially. Assistants will be paid between $30,000 and $35,000
annually and are eligible for additional compensation based on
production.

- Front Office Personnel. Each office will maintain two full time
front office personnel. This includes an office manager/treatment
coordinator with an annual salary of approximately $42,000 and a
Scheduling Coordinator/Insurance and Collections Specialist with an
approximate annual salary of $30,000.

- Office Supplies. Dental statistics indicate the cost of office
supplies should be 2 percent of revenues. This includes paper, billing
materials, software, etc.

- Dental Supplies. Dental statistics indicate supplies average six
percent of revenues.

- Telephone and Utilities. These services are expected to be
$6,000 annually per clinic.

- Bookkeeping and Accounting. $2,500 per office per year

- Payroll taxes are estimated to be 8%.

Revenue Sources
The registrant expects that each dental practice will have the
following revenue sources:

- Private Payor Insurance. An affiliation with national payers is
critical to driving new business. The following are common insurance
plans that many dentists in Arizona accept. We plan on being in-
network providers with credentialed dentists for each of the following
insurance providers: Met Life, Delta Dental, Aetna, Cigna and Great
Western, and TDA. National payers average 30 - 60 days for payment.

- Fee for Service (Self-Insured). Many residents are not covered
under an insurance plan. The company expects 25% of their revenues to
come from co-pays and fee for service patients. This network of
patients is developed from within the community and referrals from
existing patients. The majority of these patients will come from
within a 7 mile radius of the clinic.

- Collections and Dental Billing Process. Dentrix is the preferred
solution for managing patient collections. Patient information is
downloaded and immediately transmitted to the insurance company. This
process is facilitated by the software for digital x-ray imaging. This
will expedite the payment for x-ray claims.

Patients are responsible for their portion of the billing at time of
service. Co-pays are estimated to account for approximately 25% of
total collections.

Dental credit cards are becoming popular vehicles for patient
financing. CareCredit currently offers a dental loan for approved
customers. This and other similar payment services will be accepted.

Nationally, dental collections run between 96% - 98%. In the event of
a large outstanding credit, a collection agency will be utilized to
attempt collection.

Insurance
We have not obtained any insurance to cover potential risks and
liabilities, but do intend to as soon as we acquire our first dental
practice.

The business liability policy will consist of liability and medical
expenses of $1,000,000 with general aggregate limits of $2,000,000.
Building and equipment losses will be covered at replacement costs of
approximately $500,000. The annual premium for this coverage is
estimated to be $1,200.

Patents and trademarks
We currently have no patents or trademarks for our proposed services or
brand name. Although we intend to apply for certain trademarks, there
is no assurance that they would not infringe on other trademarks and
that they would ever be issued to us.

Governmental Regulations
We are subject to a variety of state laws and regulations relating to,
among other things, Workman's Comp, HIPPA, business license, charging
and collecting state sales or use tax and safety/restrictions and
others. We may be subject to certain federal, state and local laws and
regulations relating to other laws, rules and regulations. We believe
that we are and will be in substantial compliance with the terms of all
such laws, rules and regulations and that we would have no liabilities
under such and that we do not expect any such laws, rules and
regulations to have a material adverse effect on our business, results
of operations or financial condition.

Employees
At this time, we have no employees other than our executive officers,
who are also our directors. All functions including development,
strategy, negotiations and administration are currently being provided
by our executive officers. The executive officers do not intend to
accept any payment for their services from the receipts of this
offering.

If and when we purchase our first practice and begin doing business, we
will need additional employees for such operations. We do not foresee
any significant changes in the number of employees or consultants we
will have over the next twelve months.

Description of Property
The registrant's executive offices consist of 500 square feet and are
located at 1496 N. Higley Rd. Gilbert, AZ 85234 provided by an entity
presently leased by the registrant's officers and supplied at no charge
to the registrant. The registrant believes that its current office
space will be adequate for the foreseeable future.

We have no plans to lease additional space in the next twelve months.

Reports to Security Holders
We intend to become a fully reporting company under the requirements of
the Exchange Act, and will file the necessary quarterly and other
reports with the Securities and Exchange Commission. Although we will

not be required to deliver our annual or quarterly reports to security
holders, we intend to forward this information to security holders upon
receiving a written request to receive such information. The reports
and other information filed by us will be available for inspection and
copying at the public reference facilities of the Securities and
Exchange Commission located at 100 F Street N.E., Washington, D.C.
20549.

Copies of such material may be obtained by mail from the Public
Reference Section of the Securities and Exchange Commission at 100 F
Street, N.E., Washington, D.C. 20549, at prescribed rates. Information
on the operation of the Public Reference Room may be obtained by
calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains a World Wide Website on the Internet at: http://www.sec.gov
that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the
Securities and Exchange Commission.

USE OF PROCEEDS

Any proceeds received from the sale of our common shares will be
deposited directly into our operating account. We will be attempting
to raise up to $600,000, minus expenses of $20,000, from the sale of
our common shares. These proceeds will be used as follows:

Gross Proceeds $600,000 $300,000
Expenses 20,000 20,000
-------- --------
Net Proceeds $580,000 $280,000

SEC reporting costs 22,500 22,500
Purchase practice
with building 500,000 -
Purchase practice
with no building - 200,000
Start up practice
with no building - -
General working capital 57,500 57,500
-------- --------
Net Proceeds $580,000 $280,000

Gross Proceeds $150,000 $75,000
Expenses 20,000 20,000
-------- --------
Net Proceeds $130,000 $ 55,000

SEC reporting costs 22,500 22,500
Purchase practice
with building - -
Purchase practice
with no building - -
Start up practice
with no building 105,500 -
General working capital 2,000 32,500
-------- --------
Net Proceeds $130,000 $ 55,000

In the event we are not successful in selling a portion of the
securities to raise at least $75,000, we would give priority to
allocating capital to complete everything necessary to be ready to meet
our SEC reporting requirements. Any remaining capital would be used to
fund our working capital needs. If we are unable to raise the funds
needed, Mr. Ray, an officer and director has agreed to provide the
necessary funds to move forward with the marketing and promotion.

We will not receive any proceeds from the resale of securities by
selling security holders.

DETERMINATION OF OFFERING PRICE

Our common stock is presently not traded on any market or securities
exchange and we have not applied for listing or quotation on any public
market. We will be offering the shares of common stock being covered
by this prospectus at a price of $0.10 per share. Such offering price
does not have any relationship to any established criteria of value,
such as book value or earnings per share. We have no significant
operating history and have not generated any revenues to date. As a
result, the price of our common stock is not based on past earnings,
nor is the price of our common stock indicative of the current market
value of the assets owned by us. No valuation or appraisal has been
prepared for our business and potential business expansion.

The offering price was determined arbitrarily based on a determination
by the board of directors of the price at which they believe investors
would be willing to purchase the shares. Additional factors that were
included in determining the offering price are the lack of liquidity
resulting from the fact that there is no present market for our stock
and the high level of risk considering our lack of profitable operating
history.

DILUTION

Assuming completion of the offering, there will be up to 10,900,000
common shares outstanding. The following table illustrates the per
common share dilution that may be experienced by investors at various
funding levels.

Funding Level $600,000 $300,000 $150,000 $75,000
---------- -------- -------- --------
<s> <c> <c> <c> <c>
Offering price $0.10 $0.10 $0.10 $0.10
Net tangible book
value per common
share before offering .00 .00 .00 .00
Increase per common
share attributable to
investors .05 .04 .02 .01
----- ----- ----- -----
Pro forma net tangible
book value per
common share after
offering .05 .04 .02 .01
----- ----- ----- -----
Dilution to investors .05 .06 .08 .09

Dilution as a
percentage of
offering price 50% 60% 80% 90%

Based on 4,900,000 common shares outstanding as of June 30, 2011 and
total stockholder's equity of $1,934 utilizing unaudited June 30, 2011
financial statements.

Since inception, the officers, directors, promoters and affiliated
persons have paid an aggregate average price of $.001 per common share
in comparison to the offering price of $.10 per common share.

Further Dilution
The registrant may issue equity and debt securities in the future.
These issuances and any sales of additional common shares may have a
depressive effect upon the market price of the registrant's common
shares and investors in this offering.

DIVIDEND POLICY

We have never declared or paid any dividends. In addition, we
anticipate that we will not declare dividends at any time in the
foreseeable future.

Instead, we will retain any earnings for use in our business. This
policy will be reviewed by our board of directors from time to time in
light of, among other things, our earnings and financial position.

No distribution may be made if, after giving it effect, we would not be
able to pay its debts as they become due in the usual course of
business; or the corporation's total assets would be less than the sum
of its total liabilities plus (unless the articles of incorporation
permit otherwise) the amount that would be needed, if we were to be
dissolved at the time of the distribution, to satisfy the preferential
rights upon dissolution of shareholders whose preferential rights are
superior to those receiving the distribution. The board of directors
may base a determination that a distribution is not prohibitive either
on financial statements prepared on the basis of accounting practices
and principles that are reasonable in the circumstances or on a fair
valuation of other method that is reasonable in the circumstances.

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

We are currently not aware of any trends that are reasonably likely to
have a material impact on our liquidity. Our current cash balance is
estimated to be sufficient to fund our current operations for two
months.

We have not received any significant revenues to date. As of June 30,
2011, we had a cash balance of $7,855. As a result of our limited
working capital, we have had to limit our operations. Until we are
able to raise additional funds to pursue our business plan and generate
material revenues, our activities will be restricted.

If less than $150,000 is raised from this offering, we may attempt to
raise additional capital through the private sale of our equity
securities or borrowings from third party lenders. We have no
commitments or arrangements from any person to provide us with any
additional capital. If additional financing is not available when
needed, we may need to dramatically change our business plan, sell the
registrant or cease operations. We do not have any present plans,
proposals, arrangements or understandings with any representatives of
the owners of any business or company regarding the possibility of an
acquisition or merger.

Liquidity and Capital Resources

As of June 30, 2011, the registrant had a limited cash balance and
minimal accounts receivable. The registrant has a contract with
SofTouch Dental in Gilbert Arizona for hourly consulting fee of $100.00
which began on January 15, 2010. If this offering is successful, we
assume that we have sufficient funds to last the registrant for the
next twelve months, including the due diligence and down payment for
the purchase of any new practice. If the offering is only partial
successful, it may be necessary for us to raise additional capital
through debt or equity. There can be no assurance that additional
capital will be available to the registrant. The registrant currently
has no agreements, arrangements or understandings with any person to
obtain funds through bank loans, lines of credit or any other
sources. Since the registrant has no such arrangements or plans
currently in effect, its inability to raise funds for the above
purposes will have a severe negative impact on its ability to remain a
viable company

For the six months ended June 30, 2011, we did not pursue any investing
activities.

For the period from inception through June 30, 2010, we did not pursue
any investing activities.

For the six months ended June 30, 2011, we did not pursue any financing
activities.

For the period from inception through June 30, 2010, we had notes
payable-borrowings of $6,000 and received proceeds from the sale of
common stock of $9,000. As a result, we had net cash provided by
financing activities of $15,000 for the period from inception through
December 31, 2010.

If this offering is successful, we assume that we will have sufficient
funds to last the registrant for the next twelve months, including
additional sales and marketing efforts. If the offering is only
partially successful, it may be necessary for us to raise additional
capital through debt or equity. There can be no assurance that
additional capital will be available to the registrant.

We currently have no agreements, arrangements or understandings with
any person to obtain funds through bank loans, lines of credit or any
other sources. Our inability to raise funds for the above purposes
will have a severe negative impact on our ability to remain a viable
company.

Results of Operations

For the three months ended June 30, 2011, we did not earn any revenue
or incur any expenses. Net income for the three months ended June 30,
2011 was $0.00.

For the period from inception through June 30, 2010, we earned revenue-
related party of $1,500. Revenue was derived from consulting services.
During this same period, general and administrative expenses were $12.
Net income for the period from inception through June 30, 2010 was
$1,190.

For the six months ended June 30, 2011, we earned revenue-related party
of $2,000. Revenue was derived from consulting services. During this
same period, general and administrative expenses were $3,200, mainly
consisting of audit costs. Net loss for the six months ended June 30,
2011 was $(1,200).

For the period from inception through June 30, 2010, we earned revenue-
related party of $3,704. Revenue was derived from consulting services.
During this same period, general and administrative expenses were $824.
Net income for the period from inception through June 30, 2010 was
$2,454.

As of December 31, 2010, our gross revenue from operations was $6,704.
Revenue was derived from consulting services provided to SofTouch
Dental, LLC as well as Kevin Wolff DDS. During this same period, all
operating expenses including office supplies, postage, consulting
services, professional fees, printing, etc. totaled $14,770. Adding in
miscellaneous income of $200, the net loss was $7,866. The registrant
continues to consult with SofTouch Dental, LLC and will continue for
the foreseeable future. To date, there have been no unusual or
infrequent transactions that have affected operations and the
registrant. The registrant will continue consulting with other dental
practices, looking for additional consulting contracts and fulfilling
those contracts.

Plan of Operation
Over the next twelve months, we intend to focus on finding an existing
dental practice to purchase along with all of its assets including the
building. This will be done through the use of several business
brokers. Currently, we do not have a contract with any business
brokers. Within the next three months, management intends to enter
into a contract with a business broker and commence looking for a
practice.

Once the practice has been located and purchased, in order to be
successful, we believe that we will need to:
- execute our marketing strategy to enhance customer awareness and
appreciation of our practice;
- provide a superior client experience through consistent
outstanding customer service that will ensure customer satisfaction and
promote the frequency and value of customer spending;
- provide exceptional patient care.

Our current cash balance is estimated to be sufficient to fund our
current operations for two months. We are attempting to increase the
sales to raise much needed cash for the remainder of the year, which
will be supplemented by our efforts to raise cash through the issuance

of equity securities. It is our intent to secure a market share in the
dental industry which we feel will require additional capital over the
long term to undertake sales and marketing initiatives, and to manage
timing differences in cash flows.

In the event we are not successful in selling all of the securities to
raise at least $75,000, we would utilize any available funds raised the
following order of priority:

- for general and administrative expenses, including legal and
accounting fees and administrative support expenses incurred in
connection with our reporting obligations with the SEC.
- for sales and marketing; and
- for the purchase of additional equipment

Going Concern
Our financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. In the
near term, we expect operating costs to continue to exceed funds
generated from operations. As a result, we expect to continue to incur
operating losses and may have insufficient funds to grow its business
in the near future. We can give no assurance that it will achieve
profitability or be capable of sustaining profitable operations. As a
result, operations in the near future are expected to continue to use
working capital.

Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.

Critical Accounting Policies and Estimates
Management's discussion and analysis of its financial condition and
results of operations is based upon our consolidated financial
statements, which have been prepared in accordance with U.S. generally
accepted accounting principles. The preparation of these financial
statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenue and expenses, and
related disclosure of contingent assets and liabilities. On an on-
going basis, we evaluate our estimates, including those related to the
reported amounts of revenues and expenses and the valuation of our
assets and contingencies. We believe our estimates and assumptions to
be reasonable under the circumstances. However, actual results could
differ from those estimates under different assumptions or conditions.
Our financial statements are based on the assumption that we will
continue as a going concern. If we are unable to continue as a going
concern we would experience additional losses from the write-down of
assets.

New Accounting Pronouncements
The registrant has adopted all recently issued accounting
pronouncements. The adoption of the accounting pronouncements,
including those not yet effective, is not anticipated to have a
material effect on the financial position or results of operations of
the registrant.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers
Our bylaws provide that the number of directors who shall constitute
the whole board shall be such number that the number of authorized
directors has been set at one or more in number pursuant to our bylaws.

Set forth below are the names, ages and present principal occupations
or employment, and material occupations, positions, offices or
employments for the past five years of our current directors and
executive officers.

Each director shall be selected for a term of one year and until his
successor is elected and qualified. Vacancies are filled by a majority
vote of the remaining directors then in office with the successor
elected for the unexpired term and until the successor is elected and
qualified. The directors, officers and significant employees are as
follows:

NAME AGE POSITIONS HELD SINCE
---- --- -------------- -----
Brian E Ray 41 Chief Executive Officer/ Inception
1525 N. 67th St. President/Secretary/ to present
Mesa, AZ 85205 Director

John C. Lundgreen 41 Chief Financial Officer/ Inception
3066 E San Angelo Ave. Vice President/Director to present
Gilbert, AZ 85234

Our directors hold office until the next annual meeting of our
stockholders or until their successors is duly elected and qualified.
Set forth below is a summary description of the principal occupation
and business experience of each of our directors and executive officers
for at least the last five years.

Business Experience
Brian E. Ray. Mr. Ray has been involved in small business
development for over 20 years. He began his career in the mid 1980's
as the owner of a pool and spa service and supply company which he
later sold. In 1993, Mr. Ray started White Pines Construction Inc., a
construction management company which managed a number of sub
contractors in all of the construction trades. The purpose of DEC
Technologies was to provide experienced and professional subcontractors
to large developers and homeowners as well as real-estate development.
He has managed the construction of many homes including a $3.2 million
condominium complex.

In 1996, Mr. Ray sold White Pines Construction and started a business
consulting practice. The primary objectives of RD&D Enterprises were
to help small business owners start and operate their business, train
employees, raise capital and other facets of business development.
In 1998, Mr. Ray accepted a position with Fuld and Company as a Senior
Consultant. His work at Fuld & Company involved helping senior
management and executives of Fortune 500 companies design and implement
competitive intelligence processes within their company. Some of his
clients included: Lockhead Martin, Hughes Space and Communications,
Lower Colorado River Authority, Principal Financial Group, John
Hancock, Dyno Nobel, Blue Cross and Blue Shield, and The Wall Street
Journal.

Since January of 2003, Mr. Ray has been a part owner of LR Properties,
LLC which is a real-estate investment and development company. He is
also part owner of Baywind Holdings LLC which owns SofTouch Dental Care
LLC since 2005 as well as Strategic Dental Management since 2008. He
volunteers as a boy scout leader and is active in politics.

Mr. Ray has also had extensive experience in management consulting,
team development, customer service consulting, business plan
development, strategic plan development, and assistance in company
organization.

Currently Mr. Ray is a part owner of LR Properties LLC which is a real-
estate investment and development company. He is also part owner of
Baywind Holdings LLC which owns SofTouch Dental Care LLC as well as
Strategic Dental Management. He volunteers as a boy scout leader and
is active in politics.

Mr. Ray earned a masters of organizational behavior in May 1994 and a
bachelors degree in Psychology and Business Administration in June 1999
from Brigham Young University. He is also a member of the Society of
Competitive Intelligence Professionals.

John Lundgreen. Mr. Lundgreen is experienced in all facets of running
a business. He has worked for 11 years in a variety of leadership
capacities in both start-up and publicly traded companies. In November
1993, Mr. Lundgreen began his career with Synergy Solutions, Inc., a
start-up software company. He worked closely with the founder to
create and implement a new sales and distribution model. This strategy
led to a significant increase in revenue and profitability. Two years
later, this company was acquired by Artisoft, Inc.

Following the acquisition, Mr. Lundgreen was promoted to manager of
major account sales for the Insync division of Artisoft, Inc. Mr.
Lundgreen was successful in attracting and retaining strategic accounts
such as Hewlett Packard and Toshiba leading to highest profit margins
within the three divisions of the company.

Mr. Lundgreen was recruited by the CEO of Artisoft, Inc. to transfer to
company headquarters in Cambridge, MA to start-up and run an
international operation for the company. Within two years and through
the signing of more than 20 key distribution partners worldwide, this
operation grew to account for more than 30% of overall company revenue
with a small fraction of the overhead.

With the international operation going smoothly, Mr. Lundgreen managed
an inside sales department and later oversaw major account sales
activities in addition to running the international operation for
Artisoft, Inc.

Since January 2003, Mr. Lundgreen has been part owner of LR Properties,
LLC; a real estate investment and development company part owner of
Baywind Holdings LLC which owns SofTouch Dental Care and part owner of
DEC Technologies LLC. He volunteers with the youth and is involved
in scouting.

Mr. Lundgreen earned a bachelors degree in International Finance in
April 1993 from Brigham Young University. He minored in accounting,
economics and Spanish.

Executive Compensation
We have not paid, nor do we owe, any compensation to our executive
officer. We have not paid any compensation to our officers since our
inception.

We have no employment agreements with any of our executive officers or
employees.

Since our incorporation on January 8, 2010, Brian E. Ray has been our
chief executive officer, president, secretary and a director. We have
no formal employment or consulting agreement with Mr. Ray.

Since January 8, 2010, John Lundgreen has been our chief financial
officer, vice president and a Director. We have no formal employment or
consulting agreement with Mr. Lundgreen.

Since our incorporation on January 8, 2010, no stock options or stock
appreciation rights were granted to any of our directors or executive
officers, none of our directors or executive officers exercised any
stock options or stock appreciation rights, and none of them hold
unexercised stock options. We have no long-term incentive plans.

Executive Compensation
The following table set forth certain information as to the
compensation paid to our executive officers.

Summary Compensation Table

Nonqualified
Non-Equity Deferred
Name and Stock Option Incentive Comp All Other
Principal Position Year Salary Bonus Awards Awards Plan Comp Earnings Comp Total
------------------ ---- ------ ----- ------ ------ --------- -------- --------- -----
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c>
Brian E. Ray
CEO 2010 n/a n/a n/a n/a n/a n/a n/a n/a
John Lundgreen
CFO 2010 n/a n/a n/a n/a n/a n/a n/a n/a

We do not have any standard arrangements by which directors are
compensated for any services provided as a director. No cash has been
paid to the directors in their capacity as such.

Our officers are not currently under any employment contract and are
not due to be compensated until the first practice is acquired and
opened. Once the first practice is acquired and opened, the officers
will be compensated 10% (5% each) of practice collections on a monthly
basis. This formula will remain the same with each practice that is
opened.

Outstanding Equity Awards
Our directors and officers do not have unexercised options, stock that
has not vested, or equity incentive plan awards.

Options/SAR Grants
We do not currently have a stock option plan. No individual grants of
stock options, whether or not in tandem with stock appreciation rights
known as SARs or freestanding SARs have been made to any executive

officer or any director since our inception; accordingly, no stock
options have been granted or exercised by any of the officers or
directors since inception.

Long-Term Incentive Plans and Awards
We do not have any long-term incentive plans that provide compensation
intended to serve as incentive for performance. No individual grants
or agreements regarding future payouts under non-stock price-based
plans have been made to any executive officer or any director or any
employee or consultant since our inception; accordingly, no future
payouts under non-stock price-based plans or agreements have been
granted or entered into or exercised by our officer or director or
employees or consultants since inception.

Code of Ethics Policy
We have not yet adopted a code of ethics that applies to our principal
executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions.

Corporate Governance
There have been no changes in any state law or other procedures by
which security holders may recommend nominees to our board of
directors. In addition to having no nominating committee for this
purpose, we currently have no specific audit committee and no audit
committee financial expert. Based on the fact that our current
business affairs are simple, any such committees are excessive and
beyond the scope of our business and needs.

Involvement in Certain Legal Proceedings
None of our directors, executive officers and control persons have been
involved in any of the following events during the past ten years:
- Any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time,
- Any conviction in a criminal proceeding or being subject to any
pending criminal proceeding (excluding traffic violations and other
minor offenses);
- Being subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his or her involvement in any type of business, securities or
banking activities,; or
- Being found by a court of competent jurisdiction (in a civil
action), the Commission or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended, or vacated.

Change-In-Control Arrangements
There are currently no employment agreements or other contracts or
arrangements with our officers or directors. There are no compensation
plans or arrangements, including payments to be made by us, with
respect to our officers, directors or consultants that would result
from the resignation, retirement or any other termination of any of our
directors, officers or consultants. There are no arrangements for our
directors, officers, employees or consultants that would result from a
change-in-control.

Family Relationships
There are no familial relationships among any of our officers or
directors. None of our officers or directors is a director in any
other reporting companies. None of our officers or directors has been
affiliated with any company that has filed for bankruptcy within the
last five years. The registrant is not aware of any proceedings to
which any of the registrant's officers or directors, or any associate
of any such officer or director, is a party adverse to the registrant
or any of the registrant's subsidiaries or has a material interest
adverse to it or any of its subsidiaries.

Each director of the registrant serves for a term of one year or until
the successor is elected at the registrant's annual shareholders'
meeting and is qualified, subject to removal by the registrant's
shareholders. Each officer serves, at the pleasure of the board of
directors, for a term of one year and until the successor is elected at
the annual meeting of the board of directors and is qualified.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of August 24, 2011, the number and
percentage of our outstanding shares of common stock owned by (i) each
person known to us to beneficially own more than 5% of its outstanding
common stock, (ii) each director, (iii) each named executive officer
and significant employee, and (iv) all officers and directors as a
group.

Percentage
Name and address Amount Percentage After Offering
---------------- ------ ---------- --------------
Brian E. Ray
1496 N. Higley Rd.
Gilbert, AZ 85234 2,400,000 48.98% 22.02%

John Lundgreen 2,400,000 48.98% 22.02%

Officers and Directors
As a group (2 persons) 4,800,000 97.96% 44.04%

Based upon 4,900,000 outstanding common shares as of August 24, 2011.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. In accordance with SEC
rules, shares of common stock issuable upon the exercise of options or
warrants which are currently exercisable or which become exercisable
within 60 days following the date of the information in this table are
deemed to be beneficially owned by, and outstanding with respect to,
the holder of such option or warrant. Except as indicated by footnote,
and subject to community property laws where applicable, to our
knowledge, each person listed is believed to have sole voting and
investment power with respect to all shares of common stock owned by
such person.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the transactions discussed below, we have not entered into
any transaction nor are there any proposed transactions in which our
Director, executive officer, stockholders or any member of the
immediate family of the foregoing had or is to have a direct or
indirect material interest.

On January 8, 2010, we subscribed 400,000 shares of our common stock to
Brian E. Ray, an officer and director, for a payment of $400. On June
16, 2010, options to purchase 2,000,000 shares of common stock were
exercised by Mr. Ray for a purchase price of $.001 per share. As of
June 16, 2010, this amount has been paid in cash.

On January 8, 2010, we subscribed 400,000 shares of our common stock to
John C. Lundgreen, an officer and director, for a payment of $400. On
June 16, 2010, options to purchase 2,000,000 shares of common stock
were exercised by Mr. Lundgreen for a purchase price of $.001 per
share. As of June 16, 2010, this amount has been paid in cash.

On January 15, 2010, SofTouch Dental, LLC and Strategic Dental
Management Corp entered into a 24 month consulting agreement. As part
of this agreement, SofTouch Dental agreed to pay Strategic Dental

Management Corp for management and consulting services as outlined in
Exhibit A. Through June 30, 2011, SofTouch Dental paid $8,704 to
Strategic Dental Management Corp.

As of June 26, 2010, a convertible promissory note from American
Business Services, Inc. amounted to $6,000, and represented working
capital advances from directors who are also stockholders of the
registrant. This note is interest free until June 28, 2011, after
which time it shall bear interest at the rate of 6% per annum.
Interest shall accrue and be compounded monthly and shall be payable in
like coin or currency on the Maturity Date.

The principal amount of this note may be prepaid by the registrant, in
whole or in part without premium or penalty, at any time. Upon any
prepayment of the entire principal amount of this note, all accrued but
unpaid interest shall be paid to the holder on the date of prepayment.
The unpaid principal on this note shall be convertible, at the sole and
exclusive option of the holder, prior to the payment in full of the
principal and interest outstanding under this note into common stock of
the registrant. The holder of the note must give twenty (20) days
advanced written notice to the registrant of its intention to convert
the note, unless agreed to otherwise by the parties.

Director Independence
Our board of directors consists of Brian E. Ray and John Lundgreen.
They are not independent as such term is defined by a national
securities exchange or an inter-dealer quotation system.

From inception to August 4, 2011, there were no transactions with
related persons other than as described below.

Code of Ethics, Audit Committee and Financial Expert
We do not currently have a code of ethics applicable to our principal
executive, financial and accounting officers. We do not have a
financial expert on the board or an audit committee or nominating
committee.

Our corporate financial affairs are simple at this stage of development
and each financial transaction can be viewed by any officer or Director
at will.

Potential Conflicts of Interest
Since we do not have an audit or compensation committee comprised of
independent directors, the functions that would have been performed by
such committees are performed by our directors. Thus, there is a
potential conflict of interest in that our directors and officers have
the authority to determine issues concerning management compensation
and audit issues that may affect management decisions. We are not
aware of any other conflicts of interest with any of our executives or
directors.

DESCRIPTION OF CAPITAL STOCK

The following statements constitute brief summaries of the registrant's
articles of incorporation and bylaws.

Authorized Capital
The registrant is authorized to issue two classes of stock to be
designated, respectively, common stock and preferred stock. The total
number of common shares that the registrant shall have authority to
issue is forty five million (45,000,000), par value $0.001. The total
number of preferred shares the registrant shall have authority to issue
is five million (5,000,000), par value $0.001.

Common Stock
The common stock of the registrant has the following powers, rights,
qualifications, limitations and restrictions.

1. The holders of the common stock shall be entitled to one vote
for each share of common stock held by them of record at the time for
determining the holders thereof entitled to vote

2. After the requirements with respect to the preferential
dividends of preferred stock, if any, shall have been met and after the
registrant shall comply with the requirements, if any, with respect to
the setting aside of funds as sinking funds or redemption or purchase
accounts and subject further to any other conditions which may be
affixed in accordance with the provisions hereof, then but not

otherwise, the holders of common stock shall be entitled to receive
such dividends, if any, as may be declared from time to time by the
board of directors; and

3. After distribution in full of the preferential amount, if
any, to be distributed to the holders of preferred stock in the event
of a voluntary or involuntary liquidation, distribution or sale of
assets, dissolution or winding up of the registrant, the holders of the
common stock shall be entitled to receive all of the remaining assets
of the registrant, tangible and intangible, of whatever kind available
for distribution to stock holders, ratably in proportion to the number
of common shares held by each.

Preferred Stock
The registrant, by resolution of its board of directors, may divide and
issue the preferred stock in series. Preferred stock of each series
when issued shall be designated to distinguish them from the shares of
all other series. The board of directors is hereby expressly vested
with the authority to divide the class of preferred stock into series
and to fix and determine the relative rights and preferences of the
shares of any such series so established to the full extent permitted
by the articles of incorporation and the Nevada Revised Statutes in
respect to the following:

1. The number of shares to constitute such series, and the
distinctive designations thereof;
(a) The rate and preference of dividends, if any, the time of
payment of dividends, whether dividends are cumulative and the date
from which any dividend shall accrue;
(b) Whether shares may be redeemed and, if so, the redemption price
and the terms and conditions of redemption;
(c) The amount payable upon shares in event of involuntary
liquidation;
(d) The amount payable upon shares in event of voluntary
liquidation;
(e) Sinking fund or other provisions, if any, for the redemption or
purchase of shares;
(f) The terms and conditions on which shares may be converted, if
the shares of any series are issued with the privilege of conversion;
(g) Voting powers, if any; and
(h) Any other relative rights and preferences of shares of such
series, including, without limitation, any restriction on an increase
in the number of shares of any series theretofore authorized and any
limitation or restriction of rights or powers to which shares of any
future series shall be subject.

Transfer Agent
The registrant acts as its own transfer agent. After completion of
this offering, the registrant intends to retain Mountain Share
Transfer, Inc., Broomfield, Colorado as our transfer agent.

SHARES ELIGIBLE FOR FUTURE SALE

Upon the date of this prospectus, there are 4,900,000 shares of our
common stock outstanding of which no common shares may be freely traded
without restriction.

Upon the effectiveness of this registration statement, up to an
additional 6,000,000 common shares may be issued and will be eligible
for immediate resale in the public market. The remaining common shares
will be restricted within the meaning of Rule 144 under the Securities
Act, and are subject to the resale provisions of Rule 144. In general,
under Rule 144, a person who has beneficially owned, for at least one
year, shares of common stock that have not been registered under the
Securities Act or that were acquired from an affiliate of the
registrant is entitled to sell within any three-month period the number
of shares of common stock that does not exceed the greater of:
- one percent of the number of then outstanding shares of common
stock, or
- the average weekly reported trading volume during the four
calendar weeks preceding the sale.

At the present time, resales or distributions of such shares are
provided for by the provisions of Rule 144. That rule is a so-called
"safe harbor" rule which, if complied with, should eliminate any
questions as to whether or not a person selling restricted shares has
acted as an underwriter.

Rule 144(d)(1) states that if the issuer of the securities is, and has
been for a period of at least 90 days immediately before the sale,
subject to the reporting requirements of section 13 or 15(d) of the
Exchange Act, a minimum of six months must elapse between the later of
the date of the acquisition of the securities from the issuer, or from
an affiliate of the issuer, and any resale of such securities.

Sales under Rule 144 are also subject to notice and manner of sale
requirements and to the availability of current public information and
must be made in unsolicited brokers' transactions or to a market maker.
A person who is not an affiliate of the registrant under the Securities
Act during the three months preceding a sale and who has beneficially
owned such shares for at least two years is entitled to sell the shares
under Rule 144 without regard to the volume, notice, information and
manner of sale provisions. Affiliates must comply with the restrictions
and requirements of Rule 144 when transferring restricted shares even
after the two year holding period has expired and must comply with the
restrictions and requirements of Rule 144 in order to sell unrestricted
shares.

No predictions can be made of the effect, if any, that market sales of
shares of common stock or the availability of such shares for sale will
have on the market price prevailing from time to time. Nevertheless,
sales of significant amounts of our common stock could adversely affect
the prevailing market price of the common stock, as well as impair our
ability to raise capital through the issuance of additional equity
securities.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the small business issuer as provided in the foregoing provisions, or
otherwise, the small business issuer has been advised that in the
opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities,
other than the payment by the small business issuer of expenses
incurred or paid by a director, officer or controlling person of the
small business issuer 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 small business
issuer 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.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have not been any changes in or disagreements with accountants on
accounting and financial disclosure or any other matter.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There has been no market for our securities. Our common stock is not
traded on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this
prospectus, we hope to have a market maker file an application with
FINRA for our common stock to be eligible for trading on the Over The
Counter Bulletin Board. We do not yet have a market maker who has
agreed to file such application. There is no assurance that a trading
market will develop, or, if developed, that it will be sustained.
Consequently, a purchaser of our common stock may find it difficult to
resell the securities offered herein should the purchaser desire to do
so when eligible for public resale.

a) Market Information. Our common stock is not quoted on a
market or securities exchange. We cannot provide any assurance that an
active market in our common stock will develop. We intend to quote our
common shares on a market or securities exchange.

b) Holders. As of August 24, 2011, there were seven shareholders
of the registrant.

c) Dividends. Holders of the registrant's common stock are
entitled to receive such dividends as may be declared by its board of
directors. No dividends on registrant's common stock have ever been
paid, and the registrant does not anticipate that dividends will be
paid on its common stock in the foreseeable future.

d) Securities authorized for issuance under equity compensation
plans. No securities are authorized for issuance by the registrant
under equity compensation plans.

Plan Category Number of Securities Weighted Average Exercise Number of Securities
Issued upon Exercise of Price of Outstanding Options Remaining Available
Outstanding Options, Warrants and Rights Future Issuance
<s> <c> <c> <c>
Equity
Compensation
Plans Approved
by Security Holders n/a n/a n/a

Equity
Compensation
Plans Not Approved
by Security Holders n/a n/a n/a
------ ------ ------
Total n/a n/a n/a

f) Sale of unregistered securities.
On January 8, 2010, we issued 400,000 shares of our common stock to Mr.
Brian E Ray, an officer and director of the registrant. These
commonshares were issued in exchange for services rendered in the
organization of the registrant.

On January 8, 2010, we issued 400,000 shares of our common stock to Mr.
John C Lundgreen, and officer and director of the registrant. These
common shares were issued in exchange for services rendered in the
organization of the registrant.

On June 16, 2010, we issued 2,000,000 shares of our common stock to Mr.
Brian E Ray, an officer and director. These shares were issued in
exchange for cash of $2,000.00.
On June 16, 2010, we issued 2,000,000 common shares to Mr. John C.
Lundgreen, an officer and director. These common shares were issued in
exchange for cash of $2,000.00.

On June 16, 2010, we issued 20,000 shares of our common stock to Mr.
Daniel Bodreo. These common shares were issued in exchange for cash of
$1,000.00.

On June 16, 2010, we issued 20,000 common shares to Mr. Richard
Westberg. These common shares were issued in exchange for cash of
$1,000.00.

On June 16, 2010, we issued 20,000 common shares to Mr. David
Lundgreen. These common shares were issued in exchange for cash of
$1,000.00.

On June 16, 2010, we issued 20,000 common shares to Mr. Judd Flake.
These common shares were issued in exchange for cash of $1,000.00.

On June 16, 2010, we issued 20,000 common shares to Mr. Loyd Young.
These common shares were issued in exchange for cash of $1,000.00.

All of the above securities were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933 to
sophisticated investors.

Item 5(b) Use of Proceeds. As described herein

Item 5(c) Purchases of Equity Securities by the issuer and
affiliated purchasers. None.

Admission to Quotation on the OTC Bulletin Board and OTCQB
We intend to have a market maker file an application for our common
stock to be quoted on the OTC Bulletin Board and the OTCQB. However,
we do not have a market maker that has agreed to file such application.
If our securities are not quoted on the OTC Bulletin Board or the
OTCQB, a security holder may find it more difficult to dispose of, or
to obtain accurate quotations as to the market value of our securities.
The OTC Bulletin Board and the OTCQB differs from national and regional
stock exchanges in that it:

- is not situated in a single location but operates through
communication of bids, offers and confirmations between broker-dealers,
and
- securities admitted to quotation are offered by one or more
broker-dealers rather than the "specialist" common to stock exchanges.

To qualify for quotation on the OTC Bulletin Board and the OTCQB, an
equity security must have one registered broker-dealer, known as the
market maker, willing to list bid or sale quotations and to sponsor the
registrant listing. If it meets the qualifications for trading
securities on the OTC Bulletin Board and the OTCQB, our securities will
trade on the OTC Bulletin Board and the OTCQB. We may not now or ever
qualify for quotation on the OTC Bulletin Board or the OTCQB. We
currently have no market maker who is willing to list quotations for
our securities.

EXPERTS

The financial statements of the registrant appearing in this prospectus
and in the registration statement have been audited by Ronald Chadwick,
P.C., an independent registered public accounting firm and are included
in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

LEGAL PROCEEDINGS

We are not a party to any legal proceedings the outcome of which, in
the opinion of our management, would have a material adverse effect on
our business, financial condition, or results of operation.

LEGAL MATTERS

The validity of the common shares being offered hereby will be passed
upon by Jody M. Walker, Attorney At Law, Centennial, Colorado.

WHERE YOU CAN FIND MORE INFORMATION

At your request, we will provide you, without charge, a copy of any
document filed as exhibits in this prospectus. If you want more
information, write or call us at:

Strategic Dental Management Corp.
1496 N. Higley Rd.
Gilbert, AZ 85234
Telephone: 480-654-9400
Attention: Brian E. Ray, Chief Executive Officer

Our fiscal year ends on December 31st. Upon completion of this
offering, we will become a reporting company and file annual, quarterly
and current reports with the SEC. You may read and copy any reports,
statements, or other information we file at the SEC's public reference
room at 100 F Street, Washington D.C. 20549. You can request copies of
these documents, upon payment of a duplicating fee by writing to the
SEC. Please call the SEC at 1-800- SEC-0330 for further information on
the operation of the public reference rooms. Our SEC filings are also
available to the public on the SEC Internet site at http:\\www.sec.gov.

45
STRATEGIC DENTAL MANAGEMENT CORP.
(A Development Stage Company)
Financial Statements

TABLE OF CONTENTS

Page

Balance sheets as June 30, 2011 (Unaudited) and December
31, 2010 46
Statements of operations for the three months ended June 30,
2010 and 2011, Inception through June 30, 2010, six months
ended June 30, 2011 and Inception through June 30, 2011 47
Statements of cash flows for the period from Jan. 8, 2010
(Inception) through June 30, 2010, the six months ended
June 30, 2011 and the period from Jan. 08, 2010 (Inception)
through June 30, 2011 48
Notes to financial statements 50

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM 55
Balance sheet as of December 31, 2010 56
Statements of operations for the period from Jan. 08 2010
(inception) to December 31, 2010 57
Statement of Stockholders' Equity 58
Statements of cash flows for the period from Jan. 08, 2010
(Inception) Through December 31, 2010 59
Notes to financial statements 61

46
STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
BALANCE SHEETS

June 30, 2011 Dec. 31, 2010
------------- -------------
(Unaudited)
ASSETS

Current assets
Cash $ 7,855 $ 6,655
Accounts receivable 79 79
------------ -------------
Total current assets 7,934 6,734
------------ -------------
Total Assets $ 7,934 $ 6,734
============ =============
LIABILITIES &
STOCKHOLDERS' EQUITY

Current liabilities
$ - $ -
------------ -------------
Total current liabilities - -
------------ -------------
Notes Payable 6,000 6,000
------------ -------------
Total Liabilities 6,000 6,000
------------ -------------
Stockholders' Equity
Preferred stock, $.001 par value;
5,000,000 shares authorized;
no shares issued and outstanding - -
Common stock, $.001 par value;
45,000,000 shares authorized;
4,900,000 shares issued and
outstanding 4,900 4,900
Additional paid in capital 4,900 4,900
Deficit accumulated during the dev.
stage (7,866) (9,066)
------------ -------------
Total Stockholders' Equity 1,934 734
------------ -------------
Total Liabilities and Stockholders'
Equity $ 7,934 $ 6,734
============ =============

The accompanying notes are an integral part
of the financial statements.

47
STRATEGIC DENTAL MANAGEMENT CORP.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)

Period from Period from
Jan. 8, 2010 Jan. 8, 2010
Three Months Three Months (Inception) Six Months (Inception)
Ended Ended Through Ended Through
June 30, 2010 June 30, 2011 June 30, 2010 June 30, 2011 June 30, 2011
------------- ------------- ------------- ------------- -------------
<s> <c> <c> <c> <c> <c>
Revenue - related party $ 1,500 $ - $ 3,704 $ 2,000 $ 8,704
-------- -------- -------- -------- --------
Operating expenses:
General and administrative 12 - 824 3,200 17,970
-------- -------- -------- -------- --------
12 - 824 3,200 17,970
-------- -------- -------- -------- --------
Gain (loss) from operations 1,488 - 2,880 (1,200) (9,266)
-------- -------- -------- -------- --------
Other income (expense):
Miscellaneous income - - 200 - 200
-------- -------- -------- -------- --------
Income (loss) before
provision for income
taxes 1,488 - 3,080 (1,200) (9,066)

Provision for income tax 298 - 616 - -
-------- -------- -------- -------- --------
Net income (loss) $ 1,190 $ - $ 2,464 $ (1,200) $ (9,066)
======== ======== ======== ======== ========
Net income (loss) per share
(Basic and fully diluted) $ 0.00 $ - $ 0.00 $ (0.00)
======== ======== ======== ========
Weighted average number of
common shares outstanding 4,816,667 4,900,000 4,808,333 4,900,000
========= ========= ========= =========

The accompanying notes are an integral part
of the financial statements.

STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)

Period From Period From
Jan. 08, 2010 Jan. 08, 2010
(Inception) Six Months (Inception)
Through Ended Through
June 30, 2010 June 30, 2011 June 30, 2011
------------- ------------- -------------
<s> <c> <c> <c>
Cash Flows From Operating Activities:
Net income (loss) $ 2,464 $ (1,200) $ (9,066)

Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Accounts receivable - - (79)
Income tax payable 616 - -
Compenstory stock issuances 800 - 800
-------- -------- --------
Net cash provided by (used for)
operating activities 3,880 (1,200) (8,345)
-------- -------- --------

Cash Flows From Investing Activities:
- - -
-------- -------- --------
Net cash provided by (used for)
investing activities - - -
-------- -------- --------

(Continued On Following Page)

The accompanying notes are an integral part
of the financial statements.

STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)

(Continued From Previous Page)

Cash Flows From Financing Activities:
Notes payable - borrowing 6,000 - 6,000
Sales of common stock 9,000 - 9,000
-------- -------- --------
Net cash provided by (used for)
financing activities 15,000 - 15,000
-------- -------- --------
Net Increase (Decrease) In Cash 18,880 (1,200) 6,655

Cash At The Beginning Of The Period - 7,855 -
-------- -------- --------
Cash At The End Of The Period $ 18,880 $ 6,655 $ 6,655
======== ======== ========

Schedule Of Non-Cash Investing And Financing Activities
-------------------------------------------------------
None

Supplemental Disclosure
-----------------------
Cash paid for interest $ - $ - $ -
Cash paid for income taxes $ - $ - $ -

The accompanying notes are an integral part
of the financial statements.

STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Strategic Dental Management Corp (the "Company") was incorporated in
the State of Colorado on January 8, 2010. The Company provides
consulting and management services to the dental industry. The Company
is currently considered to be in the development stage, and has
generated only limited revenues from its consulting activities.

Basis of Presentation
---------------------
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and do not include all of
the information and disclosures required by generally accepted
accounting principles for complete financial statements. All
adjustments which are, in the opinion of management, necessary for a
fair presentation of the results of operations for the interim periods
have been made and are of a recurring nature unless otherwise disclosed
herein. The results of operations for such interim periods are not
necessarily indicative of operations for a full year.

Use of Estimates
----------------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect 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.

Cash and cash equivalents
-------------------------
The Company considers all highly liquid investments with an original
maturity of three months or less as cash equivalents.

Accounts receivable
-------------------
The Company reviews accounts receivable periodically for collectability
and establishes an allowance for doubtful accounts and records bad debt
expense when deemed necessary.

Property and equipment
----------------------
Property and equipment are recorded at cost and depreciated under
accelerated or straight line methods over each item's estimated useful
life.

STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued):

Revenue recognition
-------------------
Revenue is recognized on an accrual basis as earned under contract
terms.

Advertising costs
-----------------
Advertising costs are expensed as incurred.
Income tax
----------
The Company accounts for income taxes pursuant to ASC 740. Under ASC
740 deferred taxes are provided on a liability method whereby deferred
tax assets are recognized for deductible temporary differences and
operating loss carryforwards and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences are
the differences between the reported amounts of assets and liabilities
and their tax bases. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

Net income (loss) per share
---------------------------
The net income (loss) per share is computed by dividing the net income
(loss) by the weighted average number of shares of common outstanding.
Warrants, stock options, and common stock issuable upon the conversion
of the Company's preferred stock (if any), are not included in the
computation if the effect would be anti-dilutive and would increase the
earnings or decrease loss per share.

Financial Instruments
---------------------
The carrying value of the Company's financial instruments, as reported
in the accompanying balance sheets, approximates fair value.

Long-Lived Assets
-----------------
In accordance with ASC 350, the Company regularly reviews the carrying
value of intangible and other long-lived assets for the existence of
facts or circumstances, both internally and externally, that may
suggest impairment. If impairment testing indicates a lack of
recoverability, an impairment loss is recognized by the Company if the
carrying amount of a long-lived asset exceeds its fair value.

STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued):

Stock based compensation
------------------------
The Company accounts for employee and non-employee stock awards under
ASC 718, whereby equity instruments issued to employees for services
are recorded based on the fair value of the instrument issued and those
issued to non-employees are recorded based on the fair value of the
consideration received or the fair value of the equity instrument,
whichever is more reliably measurable.

RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944

Report of Independent Registered Public Accounting Firm

Board of Directors
Strategic Dental Management Corp.
Mesa, Arizona

I have audited the accompanying balance sheet of Strategic Dental
Management Corp. (a development stage company) as of December 31, 2010,
and the related statements of operations, stockholders' equity, and
cash flows for the period from January 8, 2010 (inception) through
December 31, 2010. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on
these financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. 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. I believe that my audit
provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Strategic
Dental Management Corp. at December 31, 2010, and the results of its
operations and its cash flows for the period from January 8, 2010
(inception) through December 31, 2010 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 6 to
the financial statements the Company has suffered a loss from
operations that raises substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are
also described in Note 6. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

Aurora, Colorado /s/Ronald R. Chadwick, P.C.
January 12, 2011 ---------------------------
RONALD R. CHADWICK, P.C.

STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
BALANCE SHEET

Dec. 31, 2010
-------------
ASSETS

Current assets
Cash $ 7,855
Accounts receivable 79
---------
Total current assets 7,934
---------
Total Assets $ 7,934
=========
LIABILITIES &
STOCKHOLDERS' EQUITY

Current liabilities $ -
---------
Total current liabilities -

Convertible notes payable - related party 6,000
---------
Total Liabilities 6,000
---------
Stockholders' Equity
Preferred stock, $.001 par value;
5,000,000 shares authorized;
no shares issued and outstanding -
Common stock, $.001 par value;
45,000,000 shares authorized;
4,900,000 shares issued and outstanding 4,900
Additional paid in capital 4,900
Deficit accumulated during the dev. stage (7,866)
--------
Total Stockholders' Equity 1,934
---------
Total Liabilities and Stockholders' Equity $ 7,934
=========

The accompanying notes are an integral
part of the financial statements.

STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
STATEMENT OF OPERATIONS

Period From
Jan. 08, 2010
(Inception)
Through
Dec. 31, 2010
-------------
Revenue - related party $ 6,704
---------
Operating expenses:
General and administrative 14,770
---------
14,770
---------
Gain (loss) from operations (8,066)
---------
Other income (expense):
Miscellaneous income 200
---------
Income (loss) before
provision for income taxes (7,866)
Provision for income tax -
---------
Net income (loss) $ (7,866)
=========
Net income (loss) per share
(Basic and fully diluted) $ (0.00)
=========
Weighted average number of
common shares outstanding 4,854,167
=========

The accompanying notes are an integral
part of the financial statements.

STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY

Deficit
Accumulated
Common Stock During The Stock-
Amount Paid In Development holders'
Shares ($.001 Par) Capital Stage Equity
------ --------- ------- ------------ -------
<s> <c> <c> <c> <c> <c>
Balances at Jan. 08,
2010 (Inception) - $ - $ - $ - $ -

Compensatory stock
issuances 800,000 800 - - 800

Sales of common stock 4,100,000 4,100 4,900 - 9,000

Net income (loss) for
the period - - - (7,866) (7,866)
--------- --------- --------- --------- ---------
Balances at December
31, 2010 4,900,000 $ 4,900 $ 4,900 $ (7,866) $ 1,934
========= ========= ========= ========= =========

The accompanying notes are an integral
part of the financial statements.

57
STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
STATEMENT OF CASH FLOWS

Period From
Jan. 08, 2010
(Inception)
Through
Dec. 31, 2010
-------------
Cash Flows From Operating Activities:
Net income (loss) $ (7,866)

Adjustments to reconcile net loss to
net cash provided by (used for)
operating activities:
Accounts receivable (79)
Compensatory stock issuances 800
---------
Net cash provided by (used for)
operating activities (7,145)
---------

Cash Flows From Investing Activities: -
---------
Net cash provided by (used for)
investing activities -
---------

(Continued On Following Page)

The accompanying notes are an integral
part of the financial statements.

STRATEGIC DENTAL MANAGEMENT CORP
(A Development Stage Company)
STATEMENT OF CASH FLOWS

(Continued From Previous Page)

Period From
Jan. 08, 2010
(Inception)
Through
Dec. 31, 2010
-------------
Cash Flows From Financing Activities:
Notes payable - borrowing 6,000
Sales of common stock 9,000
---------
Net cash provided by (used for)
financing activities 15,000
---------
Net Increase (Decrease) In Cash 7,855

Cash At The Beginning Of The Period -
---------
Cash At The End Of The Period $ 7,855
=========

Schedule Of Non-Cash Investing And Financing Activities
-------------------------------------------------------
None

Supplemental Disclosure
-----------------------
Cash paid for interest $ -
Cash paid for income taxes $ -

The accompanying notes are an integral
part of the financial statements.

Strategic Dental Management Corp.
(A Developmental Stage Company)
Notes to Financial Statements
December 31, 2010

Note 1 - Organization and Summary of Significant Accounting Policies
Organization

Strategic Dental Management Corp. (the "Company") was incorporated on
January 8, 2010 in the State of Colorado. The Company has had limited
activity and revenue and is in the development stage. The Company
provides consulting and management services to the dental industry.
The Company has chosen December 31 as a year end.

Use of estimates
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles (GAAP) requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements. The Company bases its estimates on historical
experience, management expectations for future performance, and other
assumptions as appropriate. Key areas affected by estimates include the
assessment of the recoverability of long-lived assets, which is based
on such factors as estimated future cash flows. The Company re-
evaluates its estimates on an ongoing basis. Actual results may vary
from those estimates.

Cash and cash equivalents
All cash and short-term investments with original maturities of three
months or less are considered cash and cash equivalents, since they are
readily convertible to cash. These short-term investments are stated at
cost, which approximates fair value.

Property and equipment
The Company has no property or equipment at this time.

Revenue Recognition
The Company utilizes the accrual method of accounting. For revenue
from consulting services, the Company recognizes revenue in accordance
with Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB No.
104), which superseded Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" (SAB No. 101). SAB No. 104
requires that four basic criteria must be met before revenue can be
recognized: (1) persuasive evidence of an arrangement exists; (2)
delivery has occurred; (3) the selling price is fixed and determinable;
and (4) collectability is reasonably assured. Determination of
criteria (3) and (4) are based on management's judgment regarding the
fixed nature of the fees for consulting services and the collectability
of those amounts. Provisions for discounts to customers and other
adjustments will be provided for in the same period the related sales
are recorded. Customers' prepayments are deferred until products are
shipped and accepted by the customers.

Strategic Dental Management Corp.
(A Developmental Stage Company)
Notes to Financial Statements - (Continued)
December 31, 2010

Advertising expenses
Advertising costs are expensed when incurred. No advertising was
conducted during the period ended December 31, 2010.

Income taxes
Income taxes are accounted for in accordance with ASC 740, using the
asset and liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and tax credit
carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the
enactment date. The Company is currently filing its income tax returns
on the cash basis.

Earnings (loss) per share
The net income (loss) per share is computed by dividing the net income
(loss) by the weighted average number of shares of common outstanding.
Warrants, stock options, and common stock issuable upon the conversion
of the Company's preferred stock (if any), are not included in the
computation if the effect would be anti-dilutive and would increase the
earnings or decrease loss per share.
Financial Instruments

The carrying value of the Company's financial instruments as reported
in the accompanying balance sheet, approximates fair value.

Products and services, geographic areas and major customers

The Company derives revenue from providing consulting and management
services to the dental industry. It currently has no separate operating
segments. The Company's sales are external and domestic.

Stock based compensation

The Company accounts for employee and non-employee stock awards under
ASC 718, whereby equity instruments issued to employees for services
are recorded based on the fair value of the instrument issued and those
issued to non-employees are recorded based on the fair value of the
consideration received or the fair value of the equity instrument,
whichever is more reliably measurable.

Strategic Dental Management Corp.
(A Developmental Stage Company)
Notes to Financial Statements - (Continued)
December 31, 2010

Note 2 - Notes payable

At December 31, 2010 the Company had a notes payable for $6,000 to a
company related by common control, unsecured, which bears no interest
until June 28, 2011 and 6% compounded monthly thereafter, with
principal and interest due in full at June 28, 2012. The note is
convertible into common stock anytime at the Holder's option at $.05
per share, with no automatic conversion upon effectiveness of the
Company's initial public offering.

The future principal repayment schedule by year for the note payable
is: 2012 $6,000.

Note 3 - Income Taxes

Deferred income taxes arise from the temporary differences between
financial statement and income tax recognition of net operating losses.
These loss carryovers are limited under the Internal Revenue Code
should a significant change in ownership occur. At December 31, 2010
the Company had approximately $7,900 in unused federal net operating
loss carryforwards, which begin to expire principally in the year 2030.
A deferred tax asset of approximately $1,600 resulting from the loss
carryforward has been offset by a 100% valuation allowance. The change
in the valuation allowance in 2010 was approximately $1,600.

Note 4 - Stockholders' Equity

Common Stock
The Company as of December 31, 2010 had 45,000,000 shares of authorized
common stock, $.001 par value, with 4,900,000 shares issued and
outstanding.

Preferred Stock
The Company as of December 31, 2010 had 5,000,000 shares of authorized
preferred stock, $.001 par value, none issued and outstanding, with
rights, preferences and designations to be determined by the Board of
Directors.

Note 5 - Related Party Transactions

All Company consulting revenues of $6,704 are from a LLC related by
common control of a Company officer. The revenue was earned from
providing payroll accounting and human resource consulting.

Note 6 - Going Concern

The Company has suffered a loss from operations and in all likelihood
will be required to make significant future expenditures in connection
with marketing efforts along with general administrative expenses.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern.

Strategic Dental Management Corp.
(A Developmental Stage Company)
Notes to Financial Statements - (Continued)
December 31, 2010

Note 6 - Going Concern (Continued):

The Company may raise additional capital through the sale of its equity
securities, through an offering of debt securities, or through
borrowings from financial institutions. By doing so, the Company hopes
through marketing efforts to generate revenues from sales of its art
dental practice management and consulting services. Management believes
that actions presently being taken to obtain additional funding provide
the opportunity for the Company to continue as a going concern.

Note 7 - Subsequent Events

The Company evaluated events subsequent to the balance sheet date of
December 31, 2010 through the date that these financial statements were
available for issuance and has determined that there are no subsequent
events that require disclosure.

Prospectus

Strategic Dental Management Corp.

August 24, 2011

YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT
FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND
SEEKING OFFERS TO BUY, COMMON SHARES ONLY IN JURISDICTIONS WHERE OFFERS
AND SALES ARE PERMITTED.

Until __________________2011, 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 dealers'
obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution
-----------------------------------------------------
The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities being registered.
The registrant shall pay the expenses.

SEC Registration Fee . . . . . . $ 44.00
Legal Fees and Expenses . . . . 10,000.00
Accounting Fees and Expenses. . 5,000.00
Miscellaneous . . . . . . . . . 4,956.00
----------
TOTAL . . . . . . . . . . . . . $20,000.00
==========

Item 14. Indemnification of Directors and Officers
---------------------------------------------------
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the registrant as provided in the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities,
other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the small business
issuer 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.

Item 15. Recent Sales of Unregistered Securities
-------------------------------------------------
On January 8, 2010, we issued 400,000 common shares to Mr. Brian E Ray,
an officer and director of the registrant. These common shares were
issued in exchange for services rendered in the organization of the
registrant.

On January 8, 2010, we issued 400,000 common shares to Mr. John C
Lundgreen, an officer and director of the registrant. These common
shares were issued in exchange for services rendered in the
organization of the registrant.

On June 16, 2010, we issued 2,000,000 common shares to Mr. Brian E Ray,
and officer and director of the registrant. These common shares were
issued in exchange for cash of $2,000.00.

On June 16, 2010, we issued 2,000,000 common shares to Mr. John C.
Lundgreen, an officer and director of the registrant. These shares
were issued in exchange for cash of $2,000.00.

On June 16, 2010, we issued 20,000 common shares to Mr. Daniel Bodreo.
These common shares were issued in exchange for cash of $1,000.00.

On June 16, 2010, we issued 20,000 common shares to Mr. Richard
Westberg. These common shares were issued in exchange for cash of
$1,000.00.

On June 16, 2010, we issued 20,000 common shares to Mr. David
Lundgreen. These common shares were issued in exchange for cash of
$1,000.00.

On June 16, 2010, we issued 20,000 common shares to Mr. Judd Flake.
These common shares were issued in exchange for cash of $1,000.00.

On June 16, 2010, we issued 20,000 common shares to Mr. Loyd Young.
These common shares were issued in exchange for cash of $1,000.00.

All of the above securities were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933 to
sophisticated investors.

Item 16. Exhibits and Financial Statement Schedules
---------------------------------------------------
The following exhibits are filed as part of this registration
statement:

Exhibit Description
------- -----------
3 Articles of Incorporation, By-Laws
(i) Articles of Incorporation and amendment incorporated
by reference to Form S-1 filed February 8, 2011.
(ii) By-Laws incorporated by reference to Form S-1 filed
February 8, 2011.
5 Consent and Opinion of Jody M. Walker, Attorney at Law,
regarding the legality of the securities being registered
incorporated by reference to Form S-1 filed February 8, 2011.
10.1 Softouch Dental Agreement incorporated by reference to Form S-1
filed February 8, 2011
10.2 American Business Services Note incorporated by reference to
Form S-1 filed February 8, 2011
11 Statement of Computation of Per Share Earnings
This Computation appears in the Financial Statements.
23 Consent of Certified Public Accountant.

Item 17. Undertakings
----------------------
(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

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

ii. Reflect in the prospectus any facts or events arising after
the effective date of which, individually or together, represent a
fundamental change in the information 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 SEC in accordance
with Rule 424(b) of this chapter, 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;

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(4) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser in the initial distribution of
the securities: The undersigned registrant undertakes that in a
primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method
used to sell the securities to the purchase, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the
purchase and will be considered to offer or sell such securities to
such purchaser:

i. Any preliminary prospectus or prospectus of the
undersigned small business issuer relating to the offering required to
be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or
referred to by the undersigned registrant;
iii. The portion of any other free writing prospectus
relating to the offering containing material information about the
undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and
iv. Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.

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

i. If the registrant is relying on Rule 430B (230.430B of this
chapter):
A. Each prospectus filed by the registrant pursuant to Rule
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

B. Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of the 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 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

ii. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of the registration statement relating
to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided, however, that
no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will as to a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes
that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to
such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424;

ii. Any free writing prospectus relating to the offering prepared
by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;

iii. The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933,
Strategic Dental Management Corp. certifies that it has reasonable
grounds to believe that it meets all of the requirements of filing on
Form S-1 and authorized this registration statement to be signed on its
behalf by the undersigned, in the City of Gilbert, State of Arizona on
the 24th day of August, 2011.

Strategic Dental Management Corp.

By: /s/ Brian E. Ray
-------------------
Brian E. Ray, President

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the
capacities and on the dates stated.

By: /s/Brian E. Ray Dated: August 24, 2011
----------------------
Brian E. Ray, principal executive officer/
director

By: /s/John Lundgreen Dated: August 24, 2011
----------------------
John Lundgreen, principal financial officer/
controller/director