-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 IaaL3fz3qSU7O6KfZ17lyj5D6qe/wGL06lrIsFpOia3PD0X2VRuglIm9AIX0KgaS
 yOfAORI7i8xbDJCIxWUdyw==

<SEC-DOCUMENT>0001165527-07-000601.txt : 20071102
<SEC-HEADER>0001165527-07-000601.hdr.sgml : 20071102
<ACCEPTANCE-DATETIME>20071102102212
ACCESSION NUMBER:		0001165527-07-000601
CONFORMED SUBMISSION TYPE:	SB-2
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20071102

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Casita Enterprises, Inc.
		CENTRAL INDEX KEY:			0001398805
		IRS NUMBER:				208457250
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SB-2
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-147104
		FILM NUMBER:		071208974

	BUSINESS ADDRESS:	
		STREET 1:		1093 E. MAIN ST.#508
		CITY:			EL CAJON
		STATE:			CA
		ZIP:			92021
		BUSINESS PHONE:		775-352-4133

	MAIL ADDRESS:	
		STREET 1:		1093 E. MAIN ST.#508
		CITY:			EL CAJON
		STATE:			CA
		ZIP:			92021
</SEC-HEADER>
<DOCUMENT>
<TYPE>SB-2
<SEQUENCE>1
<FILENAME>g2012.txt
<DESCRIPTION>FORM SB-2 OF CASITA ENTERPRISES, INC.
<TEXT>
    As Filed With the Securities and Exchange Commission on November 2, 2007
                                                     Registration No. 333-______
================================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM SB-2
                             Registration Statement
                        Under the Securities Act of 1933

                            CASITA ENTERPRISES, INC.
              (Exact Name of Small Business Issuer in its Charter)

        NEVADA                        7373                       20-8457250
(State of Incorporation)       (Primary Standard           (IRS Employer ID No.)
                              Classification Code)

                        1093 East Main Street, Suite 508
                               El Cajon, CA 92021
             (Address and Telephone Number of Registrant's Principal
               Executive Offices and Principal Place of Business)

                                  Jose Cisneros
                        1093 East Main Street, Suite 508
                               El Cajon, CA 92021
                             Telephone: 775-352-4133
                                Fax: 775-996-8780
            (Name, Address and Telephone Number of Agent for Service)

                          Copies of communications to:
                               Gary L. Blum, Esq.
                       3278 Wilshire Boulevard Suite #603
                              Los Angeles, CA 90010
                            Telephone: (213) 381-7450
                               Fax: (213) 384-1035

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, 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 of 1933, please check the following box
and list the Securities Act registration Statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, 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 of 1933, 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. [ ]

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
==========================================================================================
<S>                           <C>                  <C>           <C>             <C>
Title of Each                                    Proposed       Proposed
  Class of                                       Maximum         Maximum
 Securities                                      Offering       Aggregate       Amount of
   to be                     Amount to be        Price Per       Offering     Registration
 Registered                   Registered          Share          Price            Fee
- ------------------------------------------------------------------------------------------
Common Stock, par value       2,500,000            $.004         $10,000         $0.31
$0.001 to be sold by the
selling Shareholders
- ------------------------------------------------------------------------------------------
Common Stock, par value       4,000,000            $.004         $16,000         $0.49
$0.001 to be sold by the
Company
- ------------------------------------------------------------------------------------------
Total                         6,500,000            $.004         $26,000         $0.80
==========================================================================================
</TABLE>

The offering price has been estimated solely for the purpose of computing the
amount of the registration fee in accordance with Rule 457. Our common stock is
not traded on any national exchange and the offering price was determined by the
last price at which our common stock was sold.

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 the registration statement shall become
effective on such date as the Commission, acting pursuant to said section 8(a),
may determine.
<PAGE>
       PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED ________, 2007

                            CASITA ENTERPRISES, INC.
                        6,500,000 SHARES OF COMMON STOCK
                                $0.004 PER SHARE

This is our initial public offering. We are registering a total of 6,500,000
shares of our common stock. Of the shares being registered, 2,500,000 are being
registered for sale by the selling shareholders, and 4,000,000 are being
registered for sale by the company. There is no minimum number of shares
required to be purchased by each investor. The offering is being made on a
self-underwritten, "all-or-nothing" basis. The shares being offered by the
company will be sold on our behalf by our director, Jose Cisneros. Mr. Cisneros
will not receive any commissions or proceeds from the offering for selling the
shares. All of the shares being registered for sale by the Company will be sold
at a price per share of $0.004 for the duration of the offering. See section
entitled "Plan of Distribution" for a detailed discussion of the exemptions and
registrations we will be relying on for this offering. The selling shareholders
will sell their shares at a price per share of $0.004 until our shares are
quoted on the Over the Counter Bulletin Board and thereafter at prevailing
market prices or in privately negotiated transactions. While we plan to have our
shares listed on the OTC Bulletin Board there is no assurance that our shares
will be approved for listing on the OTC or on any other listing service or
exchange.

We will not receive any proceeds from the sale of any of the 2,500,000 shares by
the selling shareholders. We intend to open a standard, non-interest bearing,
bank checking account to be used only for the deposit of funds received from the
sale of the 4,000,000 shares being offered by the company. The funds will not be
held in an escrow or similar account. If all the shares are not sold and the
total offering amount is not deposited by the expiration date of the offering,
all monies will be promptly returned to investors, without interest or
deduction. However: since the funds will not be held in an escrow account we
cannot guarantee the funds will be returned as intended.

The shares being offered by the company will be offered for a period of ninety
(90) days from the effective date of this prospectus, unless extended by our
director for an additional 90 days. The offering will end on _______, 200_ (date
to be inserted in a subsequent amendment).

We are a development stage company and currently have no operations. Any
investment in the shares of common stock offered herein involves a high degree
of risk. You should only make a purchase if you can afford a complete loss of
your investment. Our independent auditors have issued an audit opinion for
Casita Enterprises, which includes a statement expressing substantial doubt as
to our ability to continue as a going concern.

BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY,
THE RISK FACTORS SECTION BEGINNING ON PAGE 5.

Neither the U.S. Securities and Exchange Commission nor any state securities
division has approved or disapproved of these securities, or determined if this
prospectus is truthful, accurate, current or complete. Any representation to the
contrary is a criminal offense.

<TABLE>
<CAPTION>
                     Underwriting        Per Share         Per Share
  Per Share           discounts          Proceeds          Proceeds         Number of Shares
Price to public    and commissions      to Company      to Shareholders    Available for Sale
- ---------------    ---------------      ----------      ---------------    ------------------
<S>                    <C>                <C>                <C>                <C>
   $0.004              $0.00              $ 0.004            $ 0.00             4,000,000
   $0.004              $0.00              $  0.00            $ 0.004            2,500,000

Total                  $0.00              $16,000            $10,000            6,500,000
</TABLE>

As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop. The information in this prospectus is not complete and may be changed.

WE WILL NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE U.S. SECURITIES AND EXCHANGE COMMISSION FOR REVIEW HAS BEEN CLEARED OF
COMMENT AND 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 OF SALE IS NOT PERMITTED.

              The Date of This Prospectus is: ______________, 2007
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
Summary Financial Data                                                        4
Risk Factors                                                                  5
Use of Proceeds                                                               8
Determination of Offering Price                                               9
Selling Shareholders                                                         10
Plan of Distribution                                                         11
Legal Proceedings                                                            13
Directors, Executive Officers, Promoters and Control Persons                 13
Security Ownership of Certain Beneficial Owners and Management               14
Description of Securities                                                    15
Interests of Named Experts and Counsel                                       15
Disclosure of Commission Position of Indemnification for Securities
 Act Liabilities                                                             16
Organization Within Last Five Years                                          16
Description of Business                                                      16
Plan of Operation                                                            19
Description of Property                                                      23
Certain Relationships and Related Transactions                               24
Market for Common Equity and Related Stockholder Matters                     24
Executive Compensation                                                       27
Available Information                                                        28
Financial Statements                                                         29
Changes in and Disagreements With Accountants on Accounting Control
 and Financial Disclosure                                                    29


                                       2
<PAGE>
ABOUT OUR COMPANY

Casita Enterprises was incorporated in Nevada on February 12, 2007. We plan to
market and sell our computer installations and maintenance services to small and
medium-sized businesses. Our mission is to provide computer network services to
businesses seeking a solution for installing and maintaining their computer
systems. We are a development stage company. Contingent on the successful
completion of our offering to finance our development stage, we plan to develop
our marketing and implement our operations for our business by focusing on
computer installations and maintenance services to small and medium-sized
businesses.

TERMS OF THE OFFERING

Securities Being Offered      6,500,000 shares of common stock, 4,000,000 which
                              we are offering and 2,500,000 which are being
                              offered by the selling shareholders. All shares
                              will be offered at a price of $0.004 per share.
                              This offering will terminate on the earlier of the
                              sale of all of the 6,500,000 shares or 90 days
                              after the date of the prospectus.

Price per share               The selling shareholders will sell their shares at
                              a fixed price per share of $0.004 until our shares
                              are quoted on the Over the Counter Bulletin Board
                              and thereafter at prevailing market prices or in
                              privately negotiated transactions. All of the
                              shares being registered for sale by the company
                              will be sold at a fixed price per share of $0.004
                              for the duration of the offering.

Securities Issued
and Outstanding               5,000,000 shares of common stock are issued and
                              outstanding before the offering and 9,000,000 will
                              be outstanding upon completion of the offering.

Registration costs            We estimate our total offering registration costs
                              to be $9,500.

                                       3
<PAGE>
                             SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis," "Plan of Operation" and the Financial
Statements and Notes thereto, included elsewhere in this prospectus. The
statement of operations and balance sheet data from inception (February 12,
2007) through July 31, 2007 are derived from our audited financial statements.

                                            From Inception-
                                            2/12/07 through
                                                7/31/07
                                                -------
STATEMENT OF OPERATIONS

Revenues                                        $     0
Net Loss                                          4,006
Total Operating Expenses                          4,006
Accumulated Deficit                               4,006

                                          As of July 31, 2007
                                          -------------------
BALANCE SHEET DATA

Cash                                            $18,139

Total Assets                                     18,139
Total Liabilities                                 2,145
Stockholders' Equity                             15,994

WHERE YOU CAN FIND US

Our corporate offices are located at 1093 East Main Street, Suite 508, El Cajon,
CA 92021. Our telephone number is 775-352-4133.

                                       4
<PAGE>
                                  RISK FACTORS

An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. Please note that throughout this prospectus, the words "we",
"our" or "us" refer to Casita Enterprises, Inc. and not to the selling
stockholders.

WE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE
LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES,
DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL
DEVELOPING COMPANY.

We were incorporated in Nevada on February 12, 2007. We have no significant
assets, limited financial resources and no revenues to date. The likelihood of
our success must be considered in light of the problems, expenses, difficulties,
complications and delays frequently encountered by a small developing company
starting a new business enterprise and the highly competitive environment in
which we will operate. Since we have a limited operating history, we cannot
assure you that our business will be profitable or that we will ever generate
sufficient revenues to meet our expenses and support our anticipated activities.

WE WILL REQUIRE THE FUNDING FROM THIS OFFERING TO ACHIEVE OUR CURRENT BUSINESS
STRATEGY AND OUR INABILITY TO OBTAIN SUCH FUNDING COULD PROHIBIT US FROM
EXECUTING OUR BUSINESS PLAN AND CAUSE US TO SLOW DOWN OUR EXPANSION OF
OPERATIONS.

Our current operating funds are less than necessary to complete our plans, and
therefore we will need the funds from this offering in order to complete our
business plan. As of July 31, 2007 we had cash in the amount of $18,139. We
currently have only initial operations and we have no revenue.

OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED
SERVICE OF JOSE CISNEROS, OUR SOLE OFFICER AND DIRECTOR. WITHOUT HIS CONTINUED
SERVICE, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.

We are presently dependent to a great extent upon the experience, abilities and
continued services of Jose Cisneros, our sole officer and director. We currently
do not have an employment agreement with Mr. Cisneros. The loss of his services
could have a material adverse effect on our business, financial condition or
results of operation.

                                       5
<PAGE>
WE MAY BE UNABLE TO RESPOND EFFECTIVELY TO TECHNOLOGICAL CHANGE.

The market for computer systems and products is characterized by constant
technological change, frequent new product introductions and evolving industry
standards. Our future success is dependent upon the continuation of the move by
IT end users to multi-vendor and multi-system operating environments. We believe
this trend, along with an emphasis on efficiency, has resulted in a movement by
both end users and original equipment manufacturers toward outsourcing some of
their services and an increased demand for product and support service providers
that have the ability to provide a broad range of multi-vendor product and
support services. We can give no assurance that this trend will continue into
the future. If we fail to anticipate or respond adequately to technological
developments and customer requirements, that failure could have a material
adverse effect on our business and financial condition.

WE MAY NOT BE ABLE TO COMPETE FAVORABLY IN THE COMPETITIVE INFORMATION SOLUTIONS
INDUSTRY.

The market for our information technology solutions is intensely competitive. We
face competition from a broad range of competitors, many of whom have greater
financial, technical and marketing resources than us. We may not be able to
compete effectively with such entities.

MR. CISNEROS' CONTROL MAY PREVENT YOU FROM CAUSING A CHANGE IN THE COURSE OF OUR
OPERATIONS AND MAY AFFECT THE PRICE OF OUR COMMON STOCK.

Mr. Cisneros beneficially owns 50% of common stock. Upon completion of the
offering he will own 38% of our common stock. Due to his controlling ownership
prior to the completion of the offering, he will be able to elect our entire
board of directors, control all matters that require a stockholder vote and
exercise a significant amount of influence over our management and operations.
This concentration of ownership could result in a reduction in value to the
common shares because of the ineffective voting power, and could have the effect
of preventing us from undergoing a change of control in the future.

THE OFFERING PRICE OF THE SHARES SHOULD NOT BE USED AS AN INDICATOR OF THE
FUTURE MARKET PRICE OF THE SECURITIES. Our shares are not listed or quoted on
any exchange or quotation system. The offering price bears no relationship to
the book value, assets or earnings of our company or any other recognized
criteria of value. The offering price should not be regarded as an indicator of
the future market price of the securities, and may make it difficult to sell any
shares you may purchase.

THERE IS NO ASSURANCE OF A PUBLIC MARKET OR THAT THE COMMON STOCK WILL EVER
TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR
INVESTMENT IN OUR STOCK.

                                       6
<PAGE>
There is no established public trading market for our common stock. Our shares
are not and have not been listed or quoted on any exchange or quotation system.
There can be no assurance that a market maker will agree to file the necessary
documents with the National Association of Securities Dealers, which operates
the OTC Electronic Bulletin Board, nor can there be any assurance that such an
application for quotation will be approved or that a regular trading market will
develop or that if developed, will be sustained. In the absence of a trading
market, an investor may be unable to liquidate their investment.

THE SHARES BEING OFFERED BY THE COMPANY ARE BEING SOLD WITHOUT AN UNDERWRITER
AND WE MAY BE UNABLE TO SELL ANY SHARES.

This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell them through
our officer and director, who will receive no commissions. He will offer the
shares to his friends, relatives, acquaintances and business associates;
however, there is no guarantee that he will be able to sell any of the shares.
Unless he is successful in selling all of the shares and receiving all of the
proceeds from this offering, we may have to seek alternative financing to
implement our business plans.

OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH IS SUBJECT TO RESTRICTIONS
ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.

If our common stock becomes tradable in the secondary market, we will be subject
to the penny stock rules adopted by the Securities and Exchange Commission that
require brokers to provide extensive disclosure to their customers prior to
executing trades in penny stocks. These disclosure requirements may cause a
reduction in the trading activity of our common stock, which in all likelihood
would make it difficult for our shareholders to sell their securities.

WE WILL BE HOLDING ALL PROCEEDS FROM THE SHARES BEING OFFERED BY THE COMPANY IN
A STANDARD BANK CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES
ARE NOT HELD IN AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONIES WILL NOT
BE RETURNED IF ALL THE SHARES ARE NOT SOLD.

All funds received from the sale of shares by the company in this offering will
be deposited into a standard bank checking account until all shares are sold and
the offering is closed, at which time, the proceeds will be transferred to our
business operating account. We have committed to return all monies deposited to
the original purchasers in the event all shares in the offering are not sold.
However since the funds will not be placed into an escrow, trust or other

                                       7
<PAGE>
similar account, there can be no guarantee that any third party creditor who may
obtain a judgment or lien against us would not satisfy the judgment or lien by
executing on the bank account where the offering proceeds are being held,
resulting in a loss of any investment you make in our securities.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE,
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

Our business plan provides for the payment of the estimated cost of this
registration statement to be paid from our cash on hand. We plan to contact a
market maker immediately following the effectiveness of this Registration
Statement and apply to have the shares quoted on the OTC Electronic Bulletin
Board. To be eligible for quotation, issuers must remain current in their
filings with the SEC. In order for us to remain in compliance we will require
future revenues to cover the cost of these filings, which could comprise a
substantial portion of our available cash resources. If we are unable to
generate sufficient revenues to remain in compliance it may be difficult for you
to resell any shares you may purchase, if at all.

                           FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this prospectus are the good faith estimates of management as
of the date of this prospectus. Our actual results could differ materially from
those anticipated in these forward-looking statements for many reasons,
including the risks faced by us as described in the "Risk Factors" section and
elsewhere in this prospectus.

                                 USE OF PROCEEDS

The selling stockholders are selling 2,500,000 shares of common stock covered by
this prospectus for their own account. We will not receive any of the proceeds
from the resale of these shares. We have agreed to bear the expenses relating to
the registration of the shares for the selling security holders.

Assuming sale of all of the shares offered herein by the Company, of which there
is no assurance, the proceeds from this Offering will be $16,000. The proceeds
are expected to be disbursed, in the priority set forth below, during the first
twelve (12) months after the successful completion of the Offering as follows:

                                       8
<PAGE>
                Total Proceeds to the Company           $16,000
                                                        -------

                Net Proceeds to the Company             $16,000

                       Employees Salaries                 4,800
                       Officer Salary                     3,600
                       Tech Equipment                     2,050
                       Website & Marketing                2,100
                       Telephone & Utilities              1,600
                       Auto Fuel & Maintenance            1,850
                                                        -------

                Total Use of Net Proceeds               $16,000
                                                        =======

We will establish a separate bank account and all proceeds from the shares sold
by the Company will be deposited into that account until such time as the total
amount of the offering is received and all shares are sold, at which time the
funds will be released to us for use in our operations. In the event we do not
sell all of the shares before the expiration date of the offering, all funds
will be returned promptly to the subscribers, without interest or deduction.
However, since the funds are not being held in an escrow account, we cannot
guarantee the funds will be returned as intended.

                         DETERMINATION OF OFFERING PRICE

Since our shares are not listed or quoted on any exchange or quotation system.
The offering price was determined by the price shares were sold to our officer
and shareholders.

The offering price of the shares of our common stock does not necessarily bear
any relationship to our book value, assets, past operating results, financial
condition or any other established criteria of value. The facts considered in
determining the offering price were our financial condition and prospects, our
limited operating history and the general condition of the securities market.
Although our common stock is not listed on a public exchange, we will be filing
to obtain a listing on the Over the Counter Bulletin Board (OTCBB). In order to
be quoted on the OTCBB, a market maker must file an application on our behalf in
order to make a market for our common stock. There can be no assurance that a
market maker will agree to file the necessary documents with the National
Association of Securities Dealers, which operates the OTCBB, nor can there be
any assurance that such an application for quotation will be approved. In
addition, there is no assurance that our common stock will trade at market
prices in excess of the initial public offering price, as prices for the common
stock in any public market which may develop will be determined in the
marketplace and may be influenced by many factors, including depth and
liquidity.

                           PENNY STOCK CONSIDERATIONS

Our common stock will be penny stock; therefore, trading in our securities is
subject to penny stock considerations. Broker-dealer practices in connection

                                       9
<PAGE>
with transactions in "penny stocks" are regulated by certain penny stock rules
adopted by the Securities and Exchange Commission.

Penny stocks generally are equity securities with a price of less than $5.00
(other than securities registered on certain national securities exchanges or
quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior
to a transaction in a penny stock not otherwise exempt from the rules, to
deliver a standardized risk disclosure document that provides information about
penny stocks and the risks in the penny stock market. The broker-dealer also
must provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. The broker-dealer must also make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These requirements may have the effect of reducing the level of trading
activity, if any, in the secondary market for a security that is subject to the
penny stock rules. The additional burdens imposed upon broker-dealers by such
requirements may discourage broker-dealers from effecting transactions in our
securities, which could severely limit their market price and liquidity of our
securities. These requirements may restrict the ability of broker-dealers to
sell our common stock and may affect your ability to resell our common stock.

                              SELLING SHAREHOLDERS

The shares being offered for resale by the selling stockholders consist of the
2,500,000 shares of our common stock held by 4 shareholders which sold in an
offering completed on July 25, 2007. All of these shares were issued pursuant to
the exemption provided by Section 4(2) under the Securities Act of 1933 for a
transaction not involving a public offering and Regulation D promulgated
thereunder.

The following table sets forth the name of the selling stockholders, the number
of shares of common stock beneficially owned by each of the selling stockholders
as of the date of this prospectus and the number of shares of common stock being
offered by the selling stockholders. The shares being offered hereby are being
registered to permit public secondary trading, and the selling stockholders may
offer all or part of the shares for resale from time to time. However, the
selling stockholders are under no obligation to sell all or any portion of such
shares nor are the selling stockholders obligated to sell any shares immediately
upon effectiveness of this prospectus. All information with respect to share
ownership has been furnished by the selling stockholders.

<TABLE>
<CAPTION>
                                                                                             Percent
                            Shares of common                           Shares of common     of common
     Name of                  stock owned          Shares of common      stock owned       stock owned
selling stockholder        prior to offering       stock to be sold    after offering     after offering
- -------------------        -----------------       ----------------    --------------     --------------
<S>                             <C>                    <C>                    <C>               <C>
Don Miguel                      625,000                625,000                0                 0
Paco Sanchez                    625,000                625,000                0                 0
Marco Martinez                  625,000                625,000                0                 0
Lydia Marcos                    625,000                625,000                0                 0
</TABLE>

                                       10
<PAGE>
To our knowledge, none of the selling shareholders or their beneficial owners:

     -    Has had a material relationship with us other than as a shareholder at
          any time within the past three years; or
     -    Has ever been one of our officers or directors or an officer or
          director of our predecessors or affiliates
     -    Are broker-dealers or affiliated with broker-dealers.

Mr. Cisneros is personally acquainted with our shareholders, and solicited their
investment in the private placement. Mr. Cisneros did not use any finders or
brokers in the solicitation of the investors and did not pay any fees or
commissions.

                              PLAN OF DISTRIBUTION

SHARES OFFERED BY THE SELLING STOCKHOLDERS

The selling security holders may sell some or all of their shares at a fixed
price of $.004 per share until our shares are quoted on the Over The Counter
Bulletin Board (OTCBB) and thereafter at prevailing market prices or privately
negotiated prices. Prior to being quoted on the OTCBB, shareholders may sell
their shares in private transactions to other individuals. Although our common
stock is not listed on a public exchange, we will be filing to obtain a listing
on the OTCBB. In order to be quoted on the OTCBB, a market maker must file an
application on our behalf in order to make a market for our common stock. There
can be no assurance that a market maker will agree to file the necessary
documents with the National Association of Securities Dealers, which operates
the OTCBB, nor can there be any assurance that such an application for quotation
will be approved.

Once a market has been developed for our common stock, the shares may be sold or
distributed from time to time by the selling stockholders 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:

     *    ordinary brokers transactions, which may include long or short sales,
     *    transactions involving cross or block trades on any securities or
          market where our common stock is trading,
     *    through direct sales to purchasers or sales effected through agents,
     *    through transactions in options, swaps or other derivatives (whether
          exchange listed of otherwise), or exchange listed or otherwise), or
     *    any combination of the foregoing.

                                       11
<PAGE>
Brokers, dealers, or agents participating in the distribution of the shares may
receive compensation in the form of discounts, concessions or commissions from
the selling stockholders and/or the purchasers of shares for whom such
broker-dealers may act as agent or to whom they may sell as principal, or both
(which compensation as to a particular broker-dealer may be in excess of
customary commissions). Neither the selling stockholders nor we can presently
estimate the amount of such compensation. We know of no existing arrangements
between the selling stockholders and any other stockholder, broker, dealer or
agent relating to the sale or distribution of the shares. We will not receive
any proceeds from the sale of the shares of the selling security holders
pursuant to this prospectus. We have agreed to bear the expenses of the
registration of the shares, including legal and accounting fees, and such
expenses are estimated to be $9,500.

SHARES OFFERED BY THE COMPANY

This is a self-underwritten offering that permits our officer and director to
sell the shares directly to the public, with no commission or other remuneration
payable to him for any shares he may sell. There are no plans or arrangements to
enter into any contracts or agreements to sell the shares with a broker or
dealer. Jose Cisneros, our officer and director, will sell the shares and
intends to offer them to friends, family members and business acquaintances. In
offering the securities on our behalf, our officer and director will rely on the
safe harbor from broker dealer registration set out in Rule 3a4-1 under the
Securities Exchange Act of 1934.

The officer and director will not register as a broker-dealer pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
which sets forth those conditions under which a person associated with an Issuer
may participate in the offering of the Issuer's securities and not be deemed to
be a broker-dealer.

     a.   Our officer and director is not subject to a statutory
          disqualification, as that term is defined in Section 3(a)(39) of the
          Act, at the time of his participation; and,
     b.   Our officer and director will not be compensated in connection with
          his participation by the payment of commissions or other remuneration
          based either directly or indirectly on transactions in securities; and
     c.   Our officer and director is not, nor will be at the time of his
          participation in the offering, an associated person of a
          broker-dealer; and
     d.   Our officer and director meets the conditions of paragraph (a)(4)(ii)
          of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs,
          or is intended primarily to perform at the end of the offering,
          substantial duties for or on behalf of our company, other than in
          connection with transactions in securities; and (B) is not a broker or
          dealer, or been associated person of a broker or dealer, within the
          preceding twelve months; and (C) has not participated in selling and
          offering securities for any Issuer more than once every twelve months
          other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Our officer, director, control person and affiliates of same do not intend to
purchase any shares in this offering.

                                       12
<PAGE>
                                LEGAL PROCEEDINGS

There are no legal proceedings, pending or threatened, against us.

          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

TERM OF OFFICE

Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.

Our sole executive officer and director and his age as of the date of this
prospectus is as follows:

    Name             Age                         Position
    ----             ---                         --------

Jose Cisneros        58      President, Chief Executive Officer, Chief Financial
                             Officer, Chairman of the Board of Directors

Set forth below is a brief description of the background and business experience
of our executive officer and director.

JOSE CISNEROS, our President, Chief Executive Officer, Chief Financial Officer
and Chairman of the Board of Directors.

EMPLOYMENT EXPERIENCE

Independent Computer Consultant - Consulturia Integral En Internet
1999-Present - Owner
     Provide technical support, IT equipment, repair service, authorized
     software dealer for a variety of software systems, install software,
     provide systems training and software technical advice to businesses in
     Baja California, Mexico.

IT Technician - Technical Manager - Calcom Computadoras Los Cabos
1985-1999 - Software & Technical Manager
     Managed four software/equipment technicians, responsible for technical
     support, IT equipment, repair service, software sales and installation,
     systems training and software customer service to businesses in Baja
     California, Mexico.

Electrical Technician - Senior Technician - Asesoria Maintenimiento SA
1970-1984 - Electrical Technician
     Provided electrical installation and repair of generators, building wiring,
     and electrical equipment to businesses in Baja California, Mexico.

EDUCATIONAL BACKGROUND

Preparatory Technical School, Tijuana, Mexico, 1968-1969.

Secondary School, Tijuana, Mexico, 1964-1967.

                                       13
<PAGE>
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

To the best of our knowledge, during the past five years, none of the following
occurred with respect to a present or former director or executive officer of
the Company: (1) 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; (2) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); (3) being subject to
any order, judgment or decree, not subsequently reversed, suspended or vacated,
of any court of any competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; and (4) being found by a court of
competent jurisdiction (in a civil action), the Securities and Exchange
Commission or the commodities futures trading commission to have violated a
Federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding shares of common stock as of the date of
this prospectus and by the officer and director, individually and as a group.
Except as otherwise indicated, all shares are owned directly.

                     Name and Address         Amount and Nature        Percent
Title of Class      of Beneficial Owner      of Beneficial Owner    of Class (1)
- --------------      -------------------      -------------------    ------------

Common Stock     Jose Cisneros                    2,500,000              50%
                 1093 E Main St, Suite 508
                 El Cajon, CA  92021

Common Stock     All executive officers                 2,500,000        50%
                 and directors as a group

- ----------
(1)  The percent of class is based on 5,000,000 shares of our common stock
     issued and outstanding as of the date of this prospectus).

                                       14
<PAGE>
                            DESCRIPTION OF SECURITIES

GENERAL

Our Articles of Incorporation authorize 50,000,000 shares of common stock at a
par value of $0.001 per share. There are no provisions in our charter or by-laws
that would delay, defer or prevent a change in our control.

COMMON STOCK

As of the date of this prospectus, 5,000,000 shares of common stock are issued
and outstanding and held by 5 shareholders. Holders of our common stock are
entitled to one vote for each share on all matters submitted to a stockholder
vote.

Holders of common stock do not have cumulative voting rights. Therefore, holders
of a majority of the shares of common stock voting for the election of directors
can elect all of the directors. Holders of our common stock representing a
majority of the voting power of our capital stock issued and outstanding and
entitled to vote, represented in person or by proxy, are necessary to constitute
a quorum at any meeting of our stockholders. A vote by the holders of a majority
of our outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our Articles of
Incorporation.

Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having
preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.

DIVIDENDS

Since inception we have not paid any dividends on our common stock. We currently
do not anticipate paying any cash dividends in the foreseeable future on our
common stock, when issued pursuant to this offering. Although we intend to
retain our earnings, if any, to finance the exploration and growth of our
business, our Board of Directors will have the discretion to declare and pay
dividends in the future. Payment of dividends in the future will depend upon our
earnings, capital requirements, and other factors, which our Board of Directors
may deem relevant.

OPTIONS & WARRANTS

There are no options to purchase our securities outstanding. We may in the
future establish an incentive stock option plan for our directors, employees and
consultants. There are no outstanding warrants to purchase our securities.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

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

                                       15
<PAGE>
The financial statements included in this prospectus and the SB-2 registration
statement have been audited by Madsen & Associates CPA's, Inc., to the extent
and for the periods set forth in their report appearing elsewhere herein and in
the registration statement, and are included in reliance upon such report given
upon the authority of said firm as experts in auditing and accounting.

              DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

Our director and officer is indemnified as provided by Nevada Statutes and our
Bylaws. We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of
1933.Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than our payment of expenses
incurred or paid by our director, officer or controlling person in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

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

                       ORGANIZATION WITHIN LAST FIVE YEARS

We were incorporated on February 12, 2007 in Nevada and 2,500,000 shares of
common stock were issued to Jose Cisneros for $10,000 on March 6, 2007. On July
25, 2007, 2,500,000 shares were issued to 4 independent investors for $10,000.

                             DESCRIPTION OF BUSINESS

PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS

Casita Enterprises, Inc. plans to market and sell its computer installations and
maintenance services to small and medium-sized businesses throughout Mexico. Our
mission is to provide computer network services to businesses seeking a solution
for installing and maintaining their computer systems. Information Technology
(IT) refers to multiple products and services that turn data into useful,
meaningful, accessible information. The Information Technology industry has
three main components: computer hardware, software, and services. Large
companies often have sophisticated IT departments to install, manage, and
maintain their computer networks. Small and medium-sized businesses often find
developing an in-house IT department to be prohibitively expensive, and a full
time staff unnecessary. They are, however, in need of qualified computer
technicians. We intend to provide our clients with outsource IT services and
computer network installations.

                                       16
<PAGE>
The 1990's saw a rapid decline in the cost of computer hardware and software,
increased processing speeds, increased software ease-of-use, and the internet
protocol (IP) was introduced creating a global communications revolution. Due to
the expanded use of computers and software, businesses have had to cope with
massive technological changes. For large companies the solution has been to
create an in-house IT department. For smaller companies the adjustment has been
more difficult because of the lack of available outsource IT solutions.

We will focus on helping businesses use technology to achieve their business
goals. The services we will offer include: IT consulting and support, network
installation and maintenance, systems integration, software implementation,
multimedia solutions, web solutions, network security, database maintenance,
tech support, and E-commerce solutions. The primary reason for IT outsourcing is
the value. We believe value must come from measurable business results. Our goal
is to create measurable results for our clients, be it lower costs, increased
speed to market, or increased productivity. Our goal is to deliver IT services
to our clients that will facilitate their business goals by delivering quality
services. We intend for our services to improve our clients businesses in the
following ways; increase employee productivity, manage information efficiently,
build and maintain customer relationships, automate processes, manage supply
chains, manage content and work flow, and secure their networks.

Early computer networks were based upon simple network designs that supplied
connectivity to groups of computers, printers, and other devices in close
proximity to each other. Today's networks consist of portable devices, powerful
desktops and servers, bandwidth intensive applications, and the integration of
voice, video, and data over a common network. These types of networks require a
business to have a sound computer infrastructure and a central network
management system.

The industries that we will target are as follows:

     *    Finance
     *    Health and Science
     *    Hospitality
     *    Technology
     *    Insurance
     *    Manufacturing
     *    Media and Entertainment
     *    Retail
     *    Software Products
     *    Telecom
     *    Travel
     *    Engineering

                                       17
<PAGE>
The market for outsource IT services breaks down into the following categories:

     *    Home office businesses (1-99 employees)
     *    Small businesses (1-99 employees)
     *    Medium businesses (100-499 employees)
     *    Large businesses (500 or more employees)

A growing market segment is the home office based business. A home office
business is a small business that is based primarily out of the business owner's
home. These businesses have a need for temporary technical aid which is usually
billed at an hourly rate. Our services will be billed on an hourly basis,
retainer fee basis, or for a fixed fee to install or maintain the client's
computer networks. There is also opportunity for retainer fees and project based
contracts with these types of businesses. Home offices are not the same as
residential home computer users. We do not believe residential home computer
users are a viable market for our company

The services we offer are as follows:

Hourly (Temporary Technical Aid) - Short-term assignments solving client's
software or hardware related problems. This service includes both emergency and
non-emergency technical assistance.

Retainer (Specific Skill) - Long-term consulting that includes; system
installation, maintenance, repair, training, system purchasing, guidance and
setup, database development, data storage, disaster recovery, network security,
software and hardware upgrades, and network administration.

Project (Bail-out or Specific Skill) - This service includes consulting on major
purchases, system/network installation, testing, and major disaster recovery.

Competitive Analysis - Large competitors are grouped into two main categories:
those who provide network expertise to large companies, and those who provide
consulting services for the products they sell.

Marketing - Our marketing efforts will begin with a grass-roots approach. We
will focus on the following strategies to generate business; personal contacts,
referrals, yellow page ad placement, web presence, trade shows, conferences,
associations, and cold calls. As the business progresses we will expand our
marketing efforts into television, print media, and through our web site.

There are four types of competition in the computer consulting industry:

     *    In-house IT departments - Usually employed by larger companies that
          can afford the fixed cost of salaried or hourly employees.
     *    Individual proprietors and smaller consulting firms.

                                       18
<PAGE>
     *    Large network and telecommunications consulting firms.
     *    Computer and electronics stores offering consulting services.

We plan to capitalize on the IT outsourcing trend. We will provide essential
computer services for small and medium-sized businesses at an affordable price.
We believe this market is under served. Our success will depend upon our ability
to anticipate and adapt to our clients needs, identify companies and industries
that require our services, and consistently deliver high quality reasonably
priced IT services.

                       MANAGEMENT DISCUSSION AND ANALYSIS

The following information specifies certain forward-looking statements of
management of the Company. Forward-looking statements are statements that
estimate the happening of future events are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology such as, "may," "shall," "could," "expect," "estimate,"
"anticipate," "predict," "probable," "possible," "should," "continue," or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management and considered by management to be reasonable. Our
future operating results, however, are impossible to predict and no
representation, guaranty or warranty is to be inferred from those
forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment.

To the extent that the assumed events do not occur, the outcome may vary
substantially from anticipated or projected results, and accordingly, no opinion
is expressed on the achievability of these forward-looking statements. No
assurance can be given that any of the assumptions relating to the
forward-looking statements specified in the following information are accurate,
and we assume no obligation to update any such forward-looking statements.

The financial statements included elsewhere in this prospectus have been
prepared in conformity with generally accepted accounting principles in the
United States, which contemplates continuation as a going concern. However, we
have not generated any operating revenue, expect to generate operating losses
during some or all of our planned development stages, and have a negative cash
flow from operations, which raises substantial doubt about our ability to
continue as a going concern. In view of these matters, our ability to continue
as a going concern is dependent upon our ability to meet our financial
requirements, raise additional capital, and the success of our future
operations.

                                       19
<PAGE>
PLAN OF OPERATIONS

OUR ESTIMATED STEPS AND ASSOCIATED COSTS OF OUR PLAN OF OPERATIONS:

We plan to rely on the experience and technical knowledge of our president, Jose
Cisneros, in order to implement the steps necessary to make our business plan a
financial success. Our president's estimates are based upon his experience in
managing business overhead and employees, and bidding on jobs that provide an IT
business with profits, however, these are only estimates. The following business
plan steps are based on his estimates. These estimates will vary from actual due
to fluctuations in future job costs and unpredictable general economic changes
such as rising fuel costs and utilities expenses.

OCTOBER - DECEMBER 2007

Our president intends to complete our company's business plan and file a Form
SB-2 Registration Statement in October 2007. After the Registration Statement
becomes effective, we anticipate securing necessary funding from our offering by
December 2007 in order to implement our proposed business plan. Our president
intends to delay any expenditures from our offering until March 2008. In the
interim, we will use minimum funds necessary from cash on hand to reimburse our
president for any immaterial out-of-pocket administrative expenses necessary to
find two IT technical personnel and order computer service equipment. All
succeeding months after December 2007 are completely contingent upon our
successful completion of our offering of $16,000.

JANUARY - MARCH 2008

After ordering technical equipment and finding personnel that meet our technical
skill requirements, we plan to begin offering our IT services in March.
Associated costs for our business plan in March include: Hire two IT service
technicians, first month's total salaries of $600, telephone & utilities $200,
president's salary $450, pay for technical service equipment $2,050. Beginning
in March 2008, our president has agreed to be paid a salary of $450 per month
which will also include the use of a small amount of his existing shop area of
approximately 600 square feet.

This quarter's total cost of operations estimated at $3,300.

APRIL - JUNE 2008

We plan to begin delivering bids for IT services to business customers.
Associated costs for our business plan in this quarter include: Pay for two
salaries of IT service technicians $1,800, telephone & utilities $600,
president's salary and shop space $1,350, costs of website and marketing $900,
auto fuel and maintenance $750.

This quarter's total cost of operations estimated at $5,400.

                                       20
<PAGE>
JULY - OCT 2008

We plan to continue delivering bids for IT services to business customers.
Associated costs for our business plan in this four month period include: Pay
for two salaries of IT service technicians $2,400, telephone & utilities $800,
president's salary and shop space $1,800, costs of website and marketing $1,200,
auto fuel and maintenance $1,100.

This four months' total cost of operations estimated at $7,300.

Total twelve months' cost of operations estimated at $16,000.

We anticipate we will be successful in winning enough bids for IT services to
begin providing IT services in the period of April - June 2008. After completing
IT services and invoicing our customers, we anticipate receiving revenues from
our customers' payments to us during the period July - Oct 2008. Our budgeted
costs and projected sales are estimates based upon our president's past
experience in this same type of business. Our president has verbally agreed to
loan the company interest free funds in the event we have a shortfall in
operating capital in our start-up phase during the next twelve months. This
potential cash shortfall has been taken into account by our president in his
estimates of costs necessary to begin our operations, and maintain enough
positive cash flow during the time needed to assemble job bids, submit bids, win
bids, provide customers services, invoice customers, and receive payment from
customers. Our president has the experience to know that while all of these
service sales steps necessary to finally collect payment from customers are
based upon reasonable time estimates, we must be prepared for the reality of
delays in the actual receipt of customer payments. It is for this possible delay
in collecting payment for our proposed IT services in the period of July - Oct
2008 that our president has verbally agreed to loan our company interest free
funds during the next twelve months.

RESULTS OF OPERATIONS

For the period from inception through July 31, 2007, we had no revenue. Expenses
for the period totaled $4,006 resulting in a loss of $4,006. Expenses for the
period consisted entirely of general and administrative costs.

CAPITAL RESOURCES AND LIQUIDITY

As of July 31, 2007 we had $18,139 in cash. Our general and administrative
expenses are expected to average less than $1,500 per month for the next 12
months. As of July 31, 2007 we received a total of $20,000 from financing
activities from the sale of shares by us pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Act").

We believe we can satisfy our cash requirements for the next twelve months with
our current cash in a limited scenario. However, completion of our plan of
operation is subject to attaining funding from our offering. We cannot assure

                                       21
<PAGE>
investors that funds from the offering will be generated. In the absence of
funding, we may be unable to proceed with our plan of operations. Our director
has verbally agreed to loan the company funds to complete the registration
process and continue operations in a limited scenario until we obtain funding,
but we will require full funding to implement our complete business plan. Our
director has no formal commitment, arrangement or legal obligation to advance or
loan funds to us. As of July 31, 2007 our director had loaned the company $2,145
for organizational costs. The loan is non-interest bearing and has no specific
terms of repayment.

We do not anticipate the purchase or sale of any significant equipment other
than that described in our plan of operations. We also do not expect any
significant changes in the number of employees other than that described in our
plan of operations. At this time we have not entered into any agreements or
negotiations with a sales and marketing entity to undertake marketing for us.
The foregoing represents our best estimate of our cash needs based on current
planning and business conditions. The exact allocation, purposes and timing of
any monies raised may vary significantly depending upon our progress with the
execution of our business plan.

In the event we are not successful in reaching our initial revenue targets,
additional funds may be required, and we may not be able to proceed with our
business plan for the development and marketing of our core services. Should
this occur, we would likely seek additional funding to support the continued
operation of our business. Our immediate source of any additional funding at
this time is solely from our verbal agreement with our president for such
funding. We anticipate that depending on market conditions and our plan of
operations, we would incur operating losses in the foreseeable future. We base
this expectation, in part, on the fact that we may not be able to generate
enough gross profit from the sale of our products and services to cover our
operating expenses.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION

The Company's financial statements are prepared using the accrual method of
accounting and have been prepared in accordance with accounting principles
generally accepted in the United State. The Company has elected a December 31,
year-end.

B. BASIC AND DILUTED EARNINGS PER SHARE

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective February 12, 2007 (inception).

Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.

                                       22
<PAGE>
C. CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents. At July 31, 2007, the
Company did not have any cash equivalents.

D. USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

E. INCOME TAXES

Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

F. CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash deposits. This cash is
on deposit with a large federally insured bank. The Company has not experienced
any losses in cash balances and does not believe it is exposed to any
significant credit risk on cash and cash equivalents.

G. RECENT ACCOUNTING PRONOUNCEMENTS

The Company does not expect any recent accounting pronouncements to have a
material impact on its financial statements.

                             DESCRIPTION OF PROPERTY

Our property consists of office space located at 1093 East Main Street, Suite
508, El Cajon, CA 92021. We use such space for no charge from our president.
Beginning in March 2008, our president has agreed to be paid a salary of $450
per month which will also include the use of a small amount of his existing shop
area of approximately 600 square feet.

                                       23
<PAGE>
We estimate that this space will be adequate to support our initial operations
during the succeeding twelve months. After that, we will consider renting any
additional shop space on an as-needed basis.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The principal executive office and telephone number are provided by Mr.
Cisneros, the officer of the corporation at no charge.

Mr. Cisneros purchased 2,500,000 shares of the company's common stock for cash
in the amount of $10,000. The stock was valued at $0.004 per share.

As of July 31, 2007 our director had loaned the company $2,145 for
organizational costs. The loan is non-interest bearing and has no specific terms
of repayment.

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

HOLDERS OF OUR COMMON STOCK

As of the date of this registration statement, we had 5 shareholders of our
common stock.

RULE 144 SHARES

As of July 31, 2007 there are no shares of our common stock which are currently
available for resale to the public and in accordance with the volume and trading
limitations of Rule 144 of the Act. After March 6, 2009, the 2,500,000 shares
issued to Jose Cisneros will become available for resale to the public and in
accordance with the volume and trading limitations of Rule 144 of the Act. After
July 25, 2008, the 2,500,000 shares of our common stock held by the four
shareholders who purchased their shares (pursuant to Section 4(2) of the
Securities Act of 1933, as amended) will become available for resale to the
public and in accordance with the volume and trading limitations of Rule 144 of
the Act.

In general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled to
sell within any three month period a number of shares that does not exceed 1% of
the number of shares of the company's common stock then outstanding which, in
our case, would equal approximately 50,000 shares of our common stock as of the
date of this prospectus.

                                       24
<PAGE>
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company. Under Rule 144(k), a person who is not one of the company's affiliates
at any time during the three months preceding a sale, and who has beneficially
owned the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.

STOCK OPTION GRANTS

To date, we have not granted any stock options.

REGISTRATION RIGHTS

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

PENNY STOCK RULES

The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document prepared by the Commission, which:

     a.   contains a description of the nature and level of risk in the market
          for penny stocks in both public offerings and secondary trading;
     b.   contains a description of the broker's or dealer's duties to the
          customer and of the rights and remedies available to the customer with
          respect to a violation to such duties or other requirements of the
          Securities Act of 1934, as amended;

                                       25
<PAGE>
     c.   contains a brief, clear, narrative description of a dealer market,
          including "bid" and "ask" prices for penny stocks and the significance
          of the spread between the bid and ask price;
     d.   contains a toll-free telephone number for inquiries on disciplinary
          actions;
     e.   defines significant terms in the disclosure document or in the conduct
          of trading penny stocks; and
     f.   contains such other information and is in such form (including
          language, type, size and format) as the Securities and Exchange
          Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:

     a.   the bid and offer quotations for the penny stock;
     b.   the compensation of the broker-dealer and its salesperson in the
          transaction;
     c.   the number of shares to which such bid and ask prices apply, or other
          comparable information relating to the depth and liquidity of the
          market for such stock; and
     d.   monthly account statements showing the market value of each penny
          stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.

REGULATION M

Our officer and director, who will offer and sell the shares, is aware that he
is required to comply with the provisions of Regulation M promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation
M precludes the officer and director, sales agents, any broker-dealer or other
person who participates in the distribution of shares in this offering from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete.

As an exception to these rules, an underwriter may engage in transactions
effected in accordance with Regulation M that are intended to stabilize,
maintain or otherwise affect the price of our common stock. The underwriter may
engage in over-allotment sales, syndicate covering transactions, stabilizing
transactions and penalty bids in accordance with Regulation M. Over-allotments

                                       26
<PAGE>
occur when an underwriter sells more shares than it purchases in an offering. In
order to cover the resulting short position, the underwriter may exercise the
over-allotment option described above. Additionally, an underwriter may engage
in syndicate covering transactions. Syndicate covering transactions are bids for
or purchases of stock on the open market by the underwriter in order to reduce a
short position incurred by the underwriter on behalf of the underwriting
syndicate. There is no contractual limit on the size of any syndicate covering
transaction. Stabilizing transactions consist of bids or purchases made by an
underwriter for the purpose of preventing or slowing a decline in the market
price of our securities while the offering is in progress. A penalty bid is an
arrangement permitting the underwriter to reclaim the selling concession that
would otherwise accrue to an underwriter if the common stock originally sold by
the underwriter was later repurchased by the underwriter and therefore was not
effectively sold to the public by such underwriter.

We have not and do not intend to engage the services of an underwriter in
connection with the offer and sale of the shares by the Company in this
offering.

In general, the purchase of a security to stabilize or to reduce a short
position could cause the price of the security to be higher than it might
otherwise be. Sales of securities by us or even the potential of these sales
could have a negative effect on the market price of the shares of common stock
offered hereby.

                             EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

The following summary compensation table sets forth all compensation awarded to,
earned by, or paid to the named executive officer paid by us during the fiscal
year that will end December 31, 2007 in all capacities for the accounts of our
executives, including the Chief Executive Officer (CEO) and Chief Financial
Officer (CFO):

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                   Non-Equity   Nonqualified
                                                                   Incentive     Deferred       All
 Name and                                                            Plan         Compen-      Other
 Principal                                   Stock       Option     Compen-       sation       Compen-
 Position       Year   Salary     Bonus      Awards      Awards     sation       Earnings      sation     Totals
- ------------    ----   ------     -----      ------      ------     ------       --------      ------     ------
<S>             <C>       <C>       <C>          <C>        <C>        <C>           <C>         <C>        <C>

Jose            2007     0          0          0            0          0             0            0          0
Cisneros
President,
Chief Executive
& Financial
Officer &
Director
</TABLE>

                                       27
<PAGE>
OPTION GRANTS TABLE. There have been no individual grants of stock options to
purchase our common stock made to the executive officer named in the Summary
Compensation Table.

AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUE TABLE. There have
been no stock options exercised by the executive officer named in the Summary
Compensation Table.

LONG-TERM INCENTIVE PLAN ("LTIP") AWARDS TABLE. There have been no awards made
to our executive officer in the last completed fiscal year under any LTIP.

COMPENSATION OF DIRECTORS

Directors are permitted to receive fixed fees and other compensation for their
services as directors. The Board of Directors has the authority to fix the
compensation of directors. No amounts have been paid to, or accrued to,
directors in such capacity.

EMPLOYMENT AGREEMENTS

We do not have any employment agreements in place with our sole officer and
director.

                              AVAILABLE INFORMATION

We have filed a registration statement on Form SB-2 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement and does not contain all of the information
contained in the registration statement and exhibits. We refer you to our
registration statement and each exhibit attached to it for a more complete
description of matters involving us, and the statements we have made in this
prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement and exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. Please call
the Commission at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. The Securities and Exchange Commission also maintains a
web site at http://www.sec.gov that contains reports, proxy statements and
information regarding registrants that file electronically with the Commission.
In addition, we will file electronic versions of our annual and quarterly
reports on the Commission's Electronic Data Gathering Analysis and Retrieval, or
EDGAR System. Our registration statement and the referenced exhibits can also be
found on this site as well as our quarterly and annual reports. We will not send
the annual report to our shareholders unless requested by the individual
shareholders.

                                       28
<PAGE>
                              FINANCIAL STATEMENTS

The audited financial statements of the Company for the period ended July 31,
2007, and related notes which are included in this prospectus and the
registration statement have been examined by Madsen & Associates CPA's, Inc.,
and have been so included in reliance upon the opinion of such accountant given
upon their authority as experts in auditing and accounting.

                CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING CONTROL AND FINANCIAL DISCLOSURE

There have been no changes in, or disagreements with, our accountants on any
matter.

                                       29
<PAGE>
                         Madsen & Associates CPA's, Inc.
                            684 East Vine Street. #3
                               Murray, Utah 84107


                REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM

To Stockholders
Casita Enterprises Inc.

We have audited the accompanying  balance sheet of Casita  Enterprises Inc. (the
Company), a development stage company, as of July 31, 2007 and the statements of
operations,  stockholders'  equity, and cash flows for the period from inception
(February 12, 2007) through July 31, 2007.  These  financial  statements are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  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.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Casita  Enterprises  Inc., a
development stage company, as of July 31, 2007 and the results of its operations
and cash flows for the period from inception (February 12, 2007) through May 31,
2007, 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.  The  Company  does  not  have the
necessary  working capital for its planned  activity,  which raises  substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard to these  matters are  described in Note 3 to the  financial  statements.
These financial statements do not include any adjustments that might result from
the outcome of this uncertainty.


/s/ Madsen & Associates CPA's, Inc.
- -----------------------------------------
Madsen & Associates CPA's, Inc.
Salt Lake City, Utah
August 28, 2007

                                      F-1
<PAGE>
                            Casita Enterprises Inc.
                         (A Development Stage Company)
                                 Balance Sheet


                                                        Inception (Feb 12, 2007)
                                                               Through
                                                            July 31, 2007
                                                            -------------
ASSETS

Current Assets
  Cash                                                        $ 18,139
                                                              --------
Total Current Assets                                            18,139

Total Assets                                                  $ 18,139
                                                              ========

LIABILITIES & STOCKHOLDERS' EQUITY

LIABILITIES
  Loan Payable - Director                                     $  2,145
                                                              --------

Total Liabilities                                                2,145
                                                              --------
Stockholders' Equity
  Common Stock; 50,000,000 shares
   authorized; par value $.001; 5,000,000
   shares issued and outstanding at July 31, 2007                5,000
  Additional Paid-in Capital                                    15,000
  Deficit accumulated during the Development Stage              (4,006)
                                                              --------

Total Stockholders' Equity                                      15,994
                                                              --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $ 18,139
                                                              ========

                                      F-2
<PAGE>
                            CASITA ENTERPRISES INC.
                         (A Development Stage Company)
                            Statement of Operations

                                                        Inception (Feb 12, 2007)
                                                               Through
                                                            July 31, 2007
                                                            -------------
REVENUES
  Revenues                                                   $        --
Total Revenues

Operating Expense
  Administrative Expense                                     $     4,006
                                                             -----------

Net (Loss)                                                   $    (4,006)
                                                             ===========

Basic earnings per share                                     $     (0.00)

Weighted average number of
 common shares outstanding                                     2,083,333


                                      F-3
<PAGE>
                            CASITA ENTERPRISES, INC.
                         (A Development Stage Company)
                       Statement of Stockholders' Equity
              from Feb 12, 2007 (Inception) through July 31, 2007

<TABLE>
<CAPTION>
                                                                               Deficit
                                                                             Accumulated
                                   Shares of       Common      Additional      During
                                    Common         Stock        Paid-in      Development      Total
                                     Stock         Amount       Capital         Stage         Equity
                                     -----         ------       -------         -----         ------
<S>                               <C>            <C>           <C>           <C>            <C>
Balance at February 12, 2007              --      $    --      $     --       $     --       $     --

Stock issued for cash 3/09/07      2,500,000        2,500         7,500                        10,000
Stock issued for cash 7/25/07      2,500,000        2,500         7,500                        10,000
Net Loss                                                                        (4,006)        (4,006)
                                  ----------      -------      --------       --------       --------

Balance July 31, 2007              5,000,000      $ 5,000      $ 15,000       $ (4,006)      $ 15,994
                                  ==========      =======      ========       ========       ========
</TABLE>



                                      F-4
<PAGE>
                            CASITA ENTERPRISES INC.
                         (A Development Stage Company)
                            Statement of Cash Flows

                                                        Inception (Feb 12, 2007)
                                                               Through
                                                            July 31, 2007
                                                            -------------

CASH FLOW FROM OPERATING ACTIVITIES
  Net income (loss)                                           $ (4,006)
  Changes in operating assets & liabilities
     Loan payable from Director                                  2,145
                                                              --------
       Net cash (used in) operating activities                  (1,861)

CASH FLOW FROM INVESTING ACTIVITIES

       Net cash provided by (used in) investing activities    $     --

CASH FLOW FROM FINANCING ACTIVITIES
  Issuance of Common Stock                                      20,000
                                                              --------
       Net cash provided by financing activities              $ 20,000

Net increase in cash                                          $ 18,139

Cash at beginning of period                                   $     --
                                                              --------

Cash at end of period                                         $ 18,139
                                                              ========


                                      F-5
<PAGE>
                            CASITA ENTERPRISES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  July 31, 2007


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Casita  Enterprises,  Inc. (the Company) was incorporated  under the laws of the
State of Nevada on  February  12,  2007.  The  Company  was formed to provide IT
services to small  businesses.  The  Company is in the  development  stage.  Its
activities  to date have been  limited to capital  formation,  organization  and
development of its business plan. The Company has not commenced operations.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF PRESENTATION

The Company's  financial  statements  are prepared  using the accrual  method of
accounting  and have been  prepared in  accordance  with  accounting  principles
generally  accepted in the United State.  The Company has elected a December 31,
year-end.

B. BASIC AND DILUTED EARNINGS PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective February 12, 2007 (inception).

Basic net loss per share  amounts is computed  by  dividing  the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic  earnings  per share due to the lack of dilutive  items in
the Company.

C. CASH EQUIVALENTS

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash  equivalents.  At July 31, 2007, the
Company did not have any cash equivalents.

D. USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

                                      F-6
<PAGE>
                            CASITA ENTERPRISES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  July 31, 2007


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

E. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

F. CONCENTRATION OF CREDIT RISK

Financial  instruments  that  potentially  subject  the  Company to  significant
concentrations of credit risk consist principally of cash deposits. This cash is
on deposit with a large federally  insured bank. The Company has not experienced
any  losses  in  cash  balances  and  does  not  believe  it is  exposed  to any
significant credit risk on cash and cash equivalents.

G. RECENT ACCOUNTING PRONOUNCEMENTS

The  Company  does not  expect any recent  accounting  pronouncements  to have a
material impact on its financial statements.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements are presented on a going concern basis.
The  Company  had no  operations  during  the  period  from  February  12,  2007
(inception) to June 30, 2007 and generated a net loss of $4,006.  This condition
raises  substantial  doubt  about the  Company's  ability to continue as a going
concern.  Management plans are to raise funds through debt or equity  offerings,
to fund its operations over the next twelve months.

                                      F-7
<PAGE>
                            CASITA ENTERPRISES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  July 31, 2007


NOTE 4. RELATED PARTY TRANSACTIONS

On March 6, 2007,  the Company  issued  2,500,000  shares of common stock to its
President and sole Director for $10,000.

NOTE 5. INCOME TAXES

                                                             As of July 31, 2007
                                                             -------------------
     Deferred tax assets:
     Net operating loss carryforwards                              $ 4,006
     Other                                                               0
                                                                   -------
     Gross deferred tax assets                                       1,202
     Valuation allowance                                            (1,202)
                                                                   -------

     Net deferred tax assets                                       $     0
                                                                   =======

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future  taxable  income is  uncertain,  the  Company  has  recorded  a
valuation allowance for the full amount of the deferred tax asset related to the
net operating loss carryforward.

NOTE 6. NET OPERATING LOSSES

As of July 31,  2007,  the Company has a net  operating  loss  carryforwards  of
approximately  $4,006. Net operating loss carryforward expires twenty years from
the date the loss was incurred.

NOTE 7. STOCKHOLDERS' EQUITY

The Company accounts for stock  transactions with nonemployees based on the fair
value of the  consideration  received.  Stock  transactions  with  employees are
accounted for based on the fair value of the consideration  received or the fair
value of the equity instruments issued, whichever is more readily determinable.

On March 9, 2007 the Company issued a total of 2,500,000  shares of common stock
to the sole director for cash at $0.004 per share for a total of $10,000.

                                      F-8
<PAGE>
                            CASITA ENTERPRISES, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  July 31, 2007


NOTE 7. STOCKHOLDERS' EQUITY (Continued)

On July 25, 2007 the Company issued a total of 2,500,000  shares of common stock
to 4  investors  for cash at $0.004  per share for a total of  $10,000  (625,000
shares each for $2,500).

As of July 31, 2007 the Company had 5,000,000  shares of common stock issued and
outstanding.

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of July 31, 2007:

     *    Common stock, $ 0.001 par value: 50,000,000 shares authorized;
          5,000,000 shares issued and outstanding.

                                      F-9
<PAGE>




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

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



<PAGE>
                                     PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Nevada Business Corporations Act provides that directors, officers,
employees or agents of Nevada corporations are entitled, under certain
circumstances, to be indemnified against expenses (including attorneys' fees)
and other liabilities actually and reasonably incurred by them in connection
with any suit brought against them in their capacity as a director, officer,
employee or agent, if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, if they had no reasonable
cause to believe their conduct was unlawful. This statute provides that
directors, officers, employees and agents may also be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by them in
connection with a derivative suit brought against them in their capacity as a
director, if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification may be made without court approval if such person was adjudged
liable to the corporation.

Our By-Laws allow for the indemnification of the officers and directors in
regard to their carrying out the duties of their offices. The board of directors
will make determination regarding the indemnification of the director, officer
or employee as is proper under the circumstances if he/she has met the
applicable standard of conduct set forth in the Nevada General Corporation Law.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     Securities and Exchange Commission registration fee          $    1
     Transfer Agent Fees                                           1,000
     Accounting fees and expenses                                  5,500
     Legal fees and expense                                        2,500
     Miscellaneous                                                   499
                                                                  ------
     Total                                                        $9,500
                                                                  ======

All amounts are estimates other than the Commission's registration fee. We are
paying all expenses of the offering listed above. No portion of these expenses
will be borne by the four selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.

                                      II-1
<PAGE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

We were incorporated in the State of Nevada on February 12, 2007. In March 6,
2007, 2,500,000 shares of common stock were issued to Jose Cisneros for $10,000.
These shares were issued in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended (the "Act") and were issued to this
individual as founder's shares. These shares of our common stock qualified for
exemption under Section 4(2) of the Securities Act of 1933 since the issuance
shares by us did not involve a public offering. The offering was not a "public
offering" as defined in Section 4(2) due to the insubstantial number of persons
involved in the deal, size of the offering, manner of the offering and number of
shares offered. We did not undertake an offering in which we sold a high number
of shares to a high number of investors. In addition, Mr. Cisneros had the
necessary investment intent as required by Section 4(2) since he agreed to and
received share certificates bearing a legend stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction
ensures that these shares would not be immediately redistributed into the market
and therefore not be part of a "public offering." Based on an analysis of the
above factors, we have met the requirements to qualify for exemption under
Section 4(2) of the Securities Act of 1933 for this transaction.

In July 2007, we sold 2,500,000 shares of common stock to four investors, at a
price per share of $.004 for an aggregate offering price of $10,000. The
following sets forth the identity of the class of persons to whom we sold these
shares and the amount of shares for each shareholder:

     Don Miguel                  625,000
     Paco Sanchez                625,000
     Marco Martinez              625,000
     Lydia Marcos                625,000

All of these shares were issued pursuant to the exemption provided by Section
4(2) under the Securities Act of 1933 for a transaction not involving a public
offering and Regulation D promulgated thereunder. The investors were given a
private placement memorandum designed to disclose all material aspects of an
investment in the company, including the business, management, offering details,
risk factors, financial statements and use of funds. The investors were friends
of our officer and director. It is the belief of management that each of the
individuals who invested have such knowledge and experience in financial and
business matters that they are capable of evaluating the merits and risks of the
investment and therefore did not need the protections offered by registering
their shares under the Securities and Exchange Act of 1933, as amended. The
investors completed a subscription confirmation letter and private placement
subscription agreement whereby they each certified that they were purchasing the
shares for their own accounts, with investment intent. This offering was not
accompanied by general advertisement or general solicitation and the shares were
issued with a Rule 144 restrictive legend.

                                      II-2
<PAGE>
We have never utilized an underwriter for an offering of our securities. Other
than the securities mentioned above, we have not issued or sold any securities.

ITEM 27. EXHIBITS.

     Exhibit
     Number                    Description
     ------                    -----------
      3.1              Articles of Incorporation
      3.2              By-Laws
      5.1              Opinion of Gary L. Blum, ESQ.
     23.1              Consent of Madsen & Associates CPA's, Inc.
     23.2              Consent of Counsel (see Exhibit 5.1)

ITEM 28. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(a) Rule 415 Offering Undertaking:

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:

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

     (b)  To reflect in the prospectus any facts or events arising after the
          effective date of this registration statement, or most recent
          post-effective amendment, which, individually or in the aggregate,
          represent a fundamental change in the information set forth in this
          registration statement; and 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
          prospects filed with the Commission pursuant to Rule 424(b) if, in the
          aggregate, the changes in the 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

     (c)  To include any material information with respect to the plan of
          distribution not previously disclosed in this 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

                                      II-3
<PAGE>
statement relating to the securities offered herein, 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 hereby which remain unsold at the termination of the
offering.

4. For determining liability of the undersigned small business issuer under the
Securities Act to any purchaser in the initial distribution of the securities,
the undersigned small business issuer undertakes that in a primary offering of
securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to he purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:

     (a)  Any preliminary prospectus or prospectus of the undersigned small
          business issuer relating to the offering required to be filed pursuant
          to Rule 424 (Sec. 230.424);

     (b)  Any free writing prospectus relating to the offering prepared by or on
          behalf of the undersigned small business issuer or used or referred to
          by the undersigned small business issuer;

     (c)  The portion of any other free writing prospectus relating to the
          offering containing material information about the undersigned small
          business issuer or its securities provided by or on behalf of the
          undersigned small business issuer; and

     (d)  Any other communication that is an offer in the offering made by the
          undersigned small business issuer to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities, other than the
payment by us of expenses incurred or paid by one of our directors, officers, or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by one of our directors, officers, or controlling persons in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification is
against public policy as expressed in the Securities Act, and we will be
governed by the final adjudication of such issue.

                                      II-4
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of El
Cajon, State of California on October 29, 2007.


By: /s/ Jose Cisneros
    --------------------------------------------------------
    JOSE CISNEROS
    President, Chief Executive Officer,
    and Chairman of the Board of Directors


By: /s/ Jose Cisneros
    --------------------------------------------------------
    JOSE CISNEROS
    Chief Financial Officer and Principal Accounting Officer

                                POWER OF ATTORNEY

ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Jose Cisneros, true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all pre- or
post-effective amendments to this registration statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any one
of them, or their or his substitutes, may lawfully do or cause to be done by
virtue hereof. 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/ Jose Cisneros                     President, Chief Executive Officer,
   --------------------------------       Chief Financial Officer, Principal
   Jose Cisneros                          Accounting Officer and Chairman of
                                          the Board of Directors

October 29, 2007

                                      II-5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>ex3-1.txt
<DESCRIPTION>ARTICLES OF INCORPORATION
<TEXT>
                                                                     Exhibit 3.1

ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4298
(775) 684-5708
Website: secretaryofstate.biz
                                                                 Document Number
                                                                  20070100324-99
                                                           Filing Date and Time:
                                                             02/12/2007 10:15 AM
                                                                        Entity #
                                                                   E0096752007-4

                                                          Filed in the office of
                                                                 /s/ Ross Miller
                                                                     Ross Miller
                                                              Secretary of State

                            ARTICLES OF INCORPORATION
                              (PURSUANT TO NRS 78)

1. Name of Corporation:            Casita Enterprises, Inc.

2. Resident Agent Name &
   Street Address:                 Sage International, Inc.
                                   1135 Terminal Way, Suite 209
                                   Reno, NEVADA 89502

3. Shares:                         Number of Shares with par value: 0
                                   Par value: 0
                                   Number of shares without par value: 75,000

4. Name & Address of Board
   Of Directors/Trustees:          Renee Seymour
                                   1135 Terminal Way, Suite 209
                                   Reno, NV  89502

5. Purpose:                        The purpose of this Corporation shall be:

6. Name, Address & Signature
   Of Incorporator:                Renee Seymour               /s/ Renee Seymour
                                   1135 Terminal Way, Suite 209
                                   Reno, NV  89502
7. Certificate of Acceptance
   Of Appointment of Resident
   Agent:                          I hereby accept appointment as Resident Agent
                                   for the above named corporation.

                                   /s/ Renee Seymour                    2/09/07
                                   Authorized Signature of R.A.           Date
<PAGE>
                            ARTICLES OF INCORPORATION
                                       OF
                            Casita Enterprises, Inc.
                              a Nevada Corporation


     FIRST: The name of the corporation is:

                            Casita Enterprises, Inc.

     SECOND: The resident agent for this corporation shall be:

                            SAGE INTERNATIONAL, INC.

The address of said agent, and the principal or statutory address of this
corporation in the State of Nevada, shall be 1135 Terminal Way, Suite 209, Reno,
Nevada, 89502, located in Washoe County, State of Nevada. This corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said corporation, and that this corporation may conduct all
corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
with the State of Nevada.

     THIRD: The objects for which this corporation is formed are as follows: to
engage in any lawful activity.

     FOURTH: That the total number of voting common stock authorized that may be
issued by the corporation is SEVENTY FIVE THOUSAND (75,000) shares of stock with
NO PAR VALUE, and no other class of stock shall be authorized. Said shares may
be issued by the corporation from time to time for such considerations as may be
fixed from time to time by the Board of Directors.

     FIFTH: The governing board of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided by the bylaws of this corporation, providing
that the number of directors shall not be reduced to less than one (1). The name
and post office address of the first Board of Directors shall be one (1) in
number and listed as follows:

              NAME                   ADDRESS
              ----                   -------
         Renee Seymour     1135 Terminal Way, Suite 209
                           Reno, Nevada 89502

     SIXTH: After the amount of the subscription price, the purchase price, of
the par value of the stock of any class or series is paid into the corporation,
owners or holders of shares of any stock in the corporation may never be
assessed to pay the debts of the corporation.
<PAGE>
     SEVENTH: The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:

              NAME                   ADDRESS
              ----                   -------
         Renee Seymour     1135 Terminal Way, Suite 209
                           Reno, Nevada 89502

     EIGHTH: The corporation is to have a perpetual existence.

     NINTH: No director or officer of the corporation shall be personally liable
to the corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer of for any act or omission of any such
director or officer; however, the foregoing provision shall not eliminate or
limit the liability of a director or officer for (a) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law; or (b) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of this
corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director or officer of the corporation
for acts or omissions prior to such repeal or modification.

     TENTH: No shareholder shall be entitled as a matter of right to subscribe
for or receive additional shares of any class of stock of the corporation,
whether now or hereafter authorized, or any bonds, debentures or securities
convertible into stock, but such additional shares of stock or other securities
convertible into stock may be issued or disposed of by the Board of Directors to
such persons and on such terms as in its discretion it shall deem advisable.

     ELEVENTH: This corporation reserves the right to amend, alter, change or
repeal and provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all rights conferred upon the Stockholders herein are granted subject to this
reservation.

     I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation Laws of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying the facts herein stated are true, and accordingly have
hereunto set my hand February 9, 2007.


/s/ Renee Seymour
- ---------------------------
RENEE SEYMOUR, Incorporator

                                       2
<PAGE>
                          CERTIFICATE OF ACCEPTANCE OF
                          APPOINTMENT BY RESIDENT AGENT

SAGE INTERNATIONAL, INC., hereby accepts appointment as Resident Agent of Casita
Enterprises, Inc. in accordance with NRS 78.090. RA# 47977

SAGE INTERNATIONAL, INC.


By: /s/ Renee Seymour
   ---------------------------
   RENEE SEYMOUR, Manager                                Date: February 9, 2007

                                       3
<PAGE>
ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4298
(775) 684-5708
Website: secretaryofstate.biz
                                                                 Document Number
                                                                  20070136462-11
                                                           Filing Date and Time:
                                                              02/23/2007 1:10 PM
                                                                        Entity #
                                                                   E0096752007-4

                                                          Filed in the office of
                                                                 /s/ Ross Miller
                                                                     Ross Miller
                                                              Secretary of State

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
                         FOR NEVADA PROFIT CORPORATIONS
               (PURSUANT TO NRS 78.380 - Before Issuance of Stock)

1. Name of Corporation:       Casita Enterprises, Inc.

2. The articles have been amended as follows:

          Third... That the total number of voting common stock authorized that
          may be issued by the corporation is FIFTY MILLION (50,000,000) shares
          of stock with a PAR VALUE OF $.001 per share, and no other class of
          stock shall be authorized. Said shares may be issued by the
          corporation from time to time for such considerations as may be fixed
          from time to time by the Board of Directors.

3. The undersigned declare that they constitute at least of the incorporators.

4. Effective date of filing (optional):

5. The undersigned affirmatively declare that to the date of this certificate,
no stock of the corporation has been issued.

6. Signatures:

   /s/ Renee Seymour
   --------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>ex3-2.txt
<DESCRIPTION>BYLAWS
<TEXT>
                                                                     Exhibit 3.2

                                     BYLAWS

                                       OF

                            CASITA ENTERPRISES, INC.
                              a Nevada Corporation


                                   ARTICLE ONE
                                     OFFICES

Section 1.1 REGISTERED  OFFICE - The registered office of this corporation shall
be in the County of Washoe, State of Nevada.

Section 1.2 OTHER OFFICES - The  corporation may also have offices at such other
places both within and without the State of Nevada as the Board of Directors may
from time to time determine or the business of the corporation may require.

                                   ARTICLE TWO
                            MEETINGS OF STOCKHOLDERS

Section 2.1 PLACE - All annual meetings of the stockholders shall be held at the
registered  office of the  corporation  or at such other place within or without
the State of Nevada as the directors shall  determine.  Special  meetings of the
stockholders  may be held at such time and place  within or without the State of
Nevada as shall be stated in the notice of the  meeting,  or in a duly  executed
waiver of notice thereof.

Section 2.2 ANNUAL  MEETINGS - Annual meetings of the  stockholders,  commencing
with the year 2008,  shall be held on the first Monday of March each year if not
a legal holiday and, if a legal holiday, then on the next secular day following,
or at such other time as may be set by the Board of Directors from time to time,
at which the stockholders  shall elect by vote a Board of Directors and transact
such other business as may properly be brought before the meeting.

Section 2.3 SPECIAL  MEETINGS - Special  meetings of the  stockholders,  for any
purpose  or  purposes,  unless  otherwise  prescribed  by the  statute or by the
Articles of  Incorporation,  may be called by the  President or the Secretary by
resolution  of  the  Board  of  Directors  or  at  the  request  in  writing  of
stockholders  owning a  majority  in amount of the entire  capital  stock of the
corporation  issued and  outstanding  and entitled to vote.  Such request  shall
state the purpose of the proposed meeting.

Section  2.4 NOTICE OF  MEETINGS - Notices of  meetings  shall be in writing and
signed by the  President or a  Vice-President  or the  Secretary or an Assistant
Secretary or by such other person or persons as the directors  shall  designate.
Such notice shall state the purpose for which the meeting is called and the time
and the place,  which may be within or  without  this  State,  where it is to be
held. A copy of such notice shall be either delivered  personally to or shall be
mailed,  postage prepaid to each  stockholder of record entitled to vote at such
meeting  not less than ten nor more than  sixty days  before  such  meeting.  If
mailed,  it shall ne directed to a stockholder at his address as it appears upon
the records of the  corporation  and upon such mailing of any such  notice,  the
service  thereof  shall be complete  and the time of the notice  shall be to run
from the date upon which such notice is deposited  in the mail for  transmission
to such  stockholder.  Personal  delivery of any such notice to any officer of a
corporation or association  or to any member of a partnership  shall  constitute
delivery of such notice to such corporation,  association or partnership. In the
<PAGE>
event of the transfer of stock after delivery of such notice of and prior to the
holding of the  meeting it shall not be  necessary  to deliver of mail notice of
the meeting to the transferee.

Section 2.5 PURPOSE OF MEETINGS - Business  transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

Section  2.6  QUORUM  - The  holders  of a  majority  of the  stock  issued  and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall  constitute a quorum at all meetings of the  stockholders  for the
transaction  of  business  except as  otherwise  provided  by  statute or by the
Articles  of  Incorporation.  If however,  such  quorum  shall not be present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the  meeting,  until  such  quorum  shall be  present  or  represented.  At such
adjourned  meeting  at  which a quorum  shall be  present  or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally notified.

Section 2.7 VOTING - When a quorum is present or represented at any meeting, the
vote of the  holders of a majority  of the stock have  voting  power  present in
person or  represented  by proxy shall be  sufficient  to elect  directors or to
decide any questions  brought before such meeting,  unless  question is one upon
which by express  provision of the statutes or of the Articles of Incorporation,
a different vote is required in which case such express  provision  shall govern
and control the decision of such question.

Section 2.8 SHARE VOTING - Each  stockholder of record of the corporation  shall
be entitled at each meeting of  stockholders to one vote for each share of stock
standing  in his name of the books of the  corporation.  Upon the  demand of any
stockholder,  the vote for directors  and the vote upon any question  before the
meeting shall be by ballot.

Section 2.9 PROXY - At any meeting of the  stockholders  any  stockholder may be
represented and vote by proxy or proxies  appointed by an instrument in writing.
In the event any such  instrument in writing shall designate two or more persons
to act as proxies,  a majority of such persons  present at the  meeting,  or, if
only one shall be present,  then that one shall have and may exercise all of the
powers  conferred  by  such  written  instrument  upon  all  of the  persons  so
designated unless the instrument shall otherwise  provide.  No proxy or power of
attorney to vote shall be used to vote at a meeting of the  stockholders  unless
it shall have been filed with the  secretary of the meeting when required by the
inspectors of election. All questions regarding the qualification of voters, the
validity of proxies and the acceptance or rejection of votes shall be decided by
the inspectors of election who shall be appointed by the Board of Directors,  or
if not so appointed, then by the presiding officer of the meeting.

Section 2.10 WRITTEN  CONSENT IN LIEU OF MEETING - Any action which may be taken
by the vote of the  stockholders  at a meeting may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting  power,  unless the  provisions of the statutes or of the Articles of
Incorporation  require a greater  proportion  of voting power to authorize  such
action in which  case such  greater  proportion  of  written  consents  shall be
required.

                                  ARTICLE THREE
                                    DIRECTORS

Section  3.1 POWERS - The  business of the  corporation  shall be managed by its
Board of Directors  which may exercise all such power of the  corporation and do
all such  lawful  acts and things as are not by statute  or by the  Articles  of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

                                       2
<PAGE>
Section 3.2 NUMBER OF DIRECTORS - The number of directors which shall constitute
the whole board shall be one (1). The number of directors  may from time to time
be  increased  or decreased to not less than one nor more than fifteen by action
of the Board of Directors.  The directors shall be elected at the Annual Meeting
of the  Stockholders  and except as provided in Section 2 of this Article,  each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

Section 3.3  VACANCIES - Vacancies  in the Board of  Directors  including  those
caused by an increase in the number of directors, may be filled by a majority of
the  remaining  directors,  though  less than a quorum,  or by a sole  remaining
director,  and each director so elected shall hold office until his successor is
elected at an annual or a special meeting of the stockholders.  The holders of a
two-thirds of the  outstanding  shares of stock entitled to vote may at any time
peremptorily  terminate  the term of office of all or any of the  directors by a
vote at a meeting called for such purpose or by a written  statement  filed with
the secretary or, in his absence,  with any other officer. Such removal shall be
effective immediately, even if successors are not elected simultaneously and the
vacancies on the Board of Directors  resulting therefrom shall be filled only by
the stockholders.

A vacancy or  vacancies  in the Board of  Directors  shall be deemed to exist in
case of the death, resignation or removal of any directors, or if the authorized
number of directors be increased,  or if the stockholders  fail at any annual or
special  meeting of  stockholders at which any director or directors are elected
to  elect  the full  authorized  number  of  directors  to be voted  for at that
meeting.

The  stockholders  may elect a  director  or  directors  at any time to fill any
vacancy or  vacancies  not filled by the  directors.  If the Board of  Directors
accepts the resignation of a director  tendered to take effect at a future time,
the Board or the stockholders  shall have the power to elect a successor to take
office when the resignation is to become effective.

No reduction  of the  authorized  number of  directors  shall have the effect of
removing any director prior to the expiration of his term of office.

                                  ARTICLE FOUR
                       MEETINGS OF THE BOARD OF DIRECTORS

Section 4.1 PLACE - Regular  meetings of the Board of Directors shall be held at
any place  within or without  the State which has been  designated  from time to
time by  resolution  of the Board or by written  consent  of all  members of the
Board. In the absence of such designation, regular meetings shall be held at the
registered office of the corporation.  Special meetings of the Board may be held
either at a place so designated or at the registered office.

Section 4.2 FIRST  MEETING - The first  meeting of each newly  elected  Board of
Directors shall be held immediately  following the adjournment of the meeting of
stockholders  and at the  place  thereof.  No notice  of such  meeting  shall be
necessary to the directors in order legally to constitute the meeting,  provided
a quorum be present.  In the event such meeting is not so held,  the meeting may
be held at such  time  and  place as shall  be  specified  in a notice  given as
hereinafter provided for special meetings of the Board of Directors.

Section 4.3 REGULAR MEETINGS - Regular meetings of the Board of Directors may be
held without call or notice at such time and at such place as shall from time to
time be fixed and determined by the Board of Directors.

                                       3
<PAGE>
Section 4.4 SPECIAL MEETINGS - Special meetings of the Board of Directors may be
called by the Chairman or the  President or by any Vice  President or by any two
Directors.

Written  notice of the time and place of  special  meetings  shall be  delivered
personally to each  director,  or sent to each director by mail or by other form
of written communication, charges prepaid, addressed to him at his address as it
is shown upon the  records,  or if not  readily  ascertainable,  at the place in
which the meetings of the directors  are regularly  held. In case such notice is
mailed or  telegraphed,  it shall be  deposited  in the  United  States  mail or
delivered to the telegraph  company at least forty-eight (48) hours prior to the
time of the holding of the  meeting.  In case such notice is  delivered as above
provided,  it shall be so delivered at least twenty-four (24) hours prior to the
time of the holding of the meeting.  Such mailing,  telegraphing  or delivery as
above provided shall be due, legal and personal notice to such director.

Section  4.5  NOTICE - Notice  of the time and  place of  holding  an  adjourned
meeting need not be given to the absent directors if the time and place be fixed
at the meeting adjourned.

Section 4.6 WAIVER - The  transactions of any meeting of the Board of Directors,
however called and noticed or wherever held,  shall be as valid as though had at
a meeting duly held after regular call and notice,  if a quorum be present,  and
if, wither before or after the meeting,  each of the directors not present signs
a written waiver of notice, or a consent to holding such meeting, or an approval
of the minutes thereof.  All such waivers,  consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.

Section 4.7 QUORUM - A majority of the authorized  number of directors  shall be
necessary to  constitute  a quorum for the  transaction  of business,  except to
adjourn  as  hereinafter  provided.  Every  act or  decision  done  or made by a
majority of the  directors  present at a meeting  duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, unless a greater
number be required by law of by the Articles of  Incorporation.  Any action of a
majority, although not at a regularly called meeting, and the record thereof, if
assented  to in  writing by all of the other  members  of the Board  shall be as
valid  and  effective  in all  respects  as if  passed by the Board in a regular
meeting.

Section 4.8  ADJOURNMENT  - A quorum of the  directors may adjourn any directors
meeting to meet again at a stated day and hour; provided,  however,  that in the
absence  of a quorum,  a majority  of the  directors  present  at any  directors
meeting, wither regular or special, may adjourn from time to time until the time
fixed for the next regular meeting of the Board.

                                  ARTICLE FIVE
                             COMMITTEES OF DIRECTORS

Section 5.1 POWER TO  DESIGNATE  - The Board of  Directors  may,  by  resolution
adopted by a majority of the whole Board, designate on or more committees of the
Board of Directors, each committee to consist of one or more of the directors of
the corporation which, to the extent provided in the resolution,  shall have and
may  exercise  the  power of the Board of  Directors  in the  management  of the
business and affairs of the Corporation and may have power to authorize the seal
of the corporation be affixed to all papers which may require it. Such committee
or committees  shall have such name or names as may be  determined  from time to
time by the Board of Directors. The members of any such committee present at any
meeting and not  disqualified  form voting may, whether or not they constitute a
quorum,  unanimously  appoint another member of the Board of Directors to act at
the meeting in the place of any absent or  disqualified  member.  At meetings of
such committees, a majority of the members or alternate members shall constitute
a quorum for the  transaction  of  business,  and the act of a  majority  of the
members or alternate  members at any meeting at which there is a quorum shall be
the act of the committee.

                                       4
<PAGE>
Section 5.2 REGULAR MINUTES - The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors.

Section 5.3 WRITTEN  CONSENT - Any action  required or  permitted to be taken at
any meeting of the Board of Directors or of any  committee  thereof may be taken
without a meeting if a written  consent  thereto is signed by all members of the
Board of  Directors or of such  committee,  as the case may be, and such written
consent is filed with the minutes of the proceedings of the Board or committee.

                                   ARTICLE SIX
                            COMPENSATION OF DIRECTORS

Section  6.1  COMPENSATION  - The  directors  may  be  paid  their  expenses  of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for  attendance  at each meeting of the Board of Directors or a stated salary as
director.  No  such  payment  shall  preclude  any  director  from  serving  the
corporation in any other capacity and receiving compensation  therefor.  Members
of  special  or  standing  committees  may be  allowed  like  reimbursement  and
compensation for attending committee meetings.

                                  ARTICLE SEVEN
                                     NOTICES

Section 7.1 NOTICE - Notices to directors and  stockholders  shall be in writing
and delivered  personally or mailed to the  directors or  stockholders  at their
addresses  appearing  on the books of the  corporation.  Notice by mail shall be
deemed  to be given  at the time  when the  same  shall  be  mailed.  Notice  to
directors may also be given by telegram.

Section 7.2  CONSENT - Whenever  all  parties  entitled to vote at any  meeting,
whether directors or stockholders,  consent,  either by a writing on the records
of the meeting or filed with the  secretary,  or by presence at such meeting and
oral consent entered on the minutes,  or by taking part in the  deliberations at
such meeting without objection, the doings of such meetings shall be valid as if
had at a meeting regularly called and noticed,  and at such meeting any business
may be  transacted  which is not  excepted  from the  written  consent or to the
consideration  of which no objection for want of notice is made at the time, and
if any meeting be irregular  for want of notice or of such  consent,  provided a
quorum was  present at such  meeting,  the  proceedings  of said  meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein  waived by a writing  signed by all parties  having the right to vote at
such meeting;  and such consent or approval of  stockholders  may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.

Section  7.3 WAIVER OF NOTICE - Whenever  any notice  whatever is required to be
given under the provisions of the statutes,  of the Articles of Incorporation or
of these Bylaws,  a waiver  thereof in writing,  signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                  ARTICLE EIGHT
                                    OFFICERS

Section 8.1 APPOINTMENT OF OFFICERS - The officers of the  corporation  shall be
chosen by the Board of  Directors  and shall be a President,  a Secretary  and a
Treasurer. Any person may hold two or more offices.

                                       5
<PAGE>
Section 8.2 TIME OF  APPOINTMENT  - The Board of Directors at its first  meeting
after each annual meeting of  stockholders  shall choose a Chairman of the Board
who shall be a  director,  and  shall  choose a  President,  a  Secretary  and a
Treasurer, none of whom need to be directors.

Section  8.3  ADDITIONAL  OFFICERS  - The  Board  of  Directors  may  appoint  a
Vice-Chairman  of  the  Board,   Vice-Presidents   and  one  or  more  Assistant
Secretaries  and Assistant  Treasurers  and such other officers and agents as it
shall  deem  necessary  who shall hold  their  offices  for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

Section 8.4  SALARIES - The  salaries  and  compensation  of all officers of the
corporation shall be fixed by the Board of Directors.

Section 8.5 VACANCIES - The officers of the corporation shall hold office at the
pleasure of the Board of  Directors.  Any officer  elected or  appointed  by the
Board of  Directors  may be removed at any time by the Board of  Directors.  Any
vacancy  occurring  in any  office of the  corporation  by  death,  resignation,
removal or otherwise shall be filled by the Board of Directors.

Section 8.6 CHAIRMAN OF THE BOARD - The  Chairman of the Board shall  preside at
meetings of the stockholders and the Board of Directors,  and shall see that all
orders and resolutions of the Board of Directors are carried into effect.

Section  8.7  VICE-CHAIRMAN  -  The  Vice-Chairman  shall,  in  the  absence  or
disability  of the  Chairman of the Board,  perform the duties and  exercise the
powers of the  Chairman of the Board and shall  perform such other duties as the
Board of Directors may from time to time prescribe.

Section 8.8 PRESIDENT - The President  shall be the chief  executive  officer of
the  corporation  and  shall  have  active  management  of the  business  of the
corporation.  He shall  execute  on behalf of the  corporation  all  instruments
requiring such execution except to the extent the signing and execution  thereof
shall be expressly designated by the Board of Directors to some other officer or
agent of the corporation.

Section 8.9 VICE-PRESIDENT - The Vice-President shall act under the direction of
the President  and in the absence or  disability of the President  shall perform
the duties and exercise  the powers of the  President.  They shall  perform such
other  duties  and have  such  other  powers  as the  President  or the Board of
Directors may from time to time prescribe.  The Board of Directors may designate
one or more  Executive  Vice-Presidents  or may  otherwise  specify the order of
seniority of the  Vice-Presidents.  The duties and powers of the President shall
descend to the Vice-Presidents in such specified order of seniority.

Section  8.10  SECRETARY - The  Secretary  shall act under the  direction of the
President.  Subject  to the  direction  of the  President  he shall  attend  all
meetings of the Board of  Directors  and all  meetings of the  stockholders  and
record the proceedings. He shall perform like duties for the standing committees
when  required.  He shall give, or cause to be given,  notice of all meetings of
the  stockholders  and  special  meetings of the Board of  Directors,  and shall
perform such other duties as may be  prescribed by the President or the Board of
Directors.

Section 8.11 ASSISTANT  SECRETARIES - The Assistant  Secretaries shall act under
the direction of the President.  In order of their  seniority,  unless otherwise
determined  by the  President  or the Board of  Directors,  they  shall,  in the
absence or  disability  of the  Secretary,  perform the duties and  exercise the
powers of the  Secretary.  They shall  perform  such other  duties and have such
other powers as the  President  or the Board of Directors  may from time to time
prescribe.

                                       6
<PAGE>
Section  8.12  TREASURER - The  Treasurer  shall act under the  direction of the
President.  Subject to the  direction of the  President he shall have custody of
the corporate funds and securities and shall keep full and accurate  accounts of
receipts  and  disbursements  in books  belonging to the  corporation  and shall
deposit all monies and other  valuable  effects in the name and to the credit of
the  corporation  in such  depositories  as may be  designated  by the  Board of
Directors.  He shall disburse the funds of the  corporation as may be ordered by
the  President  or the  Board of  Directors,  taking  proper  vouchers  for such
disbursements,  and shall render to the President and the Board of Directors, at
its regular meetings,  or when the Board of Directors so requires, an account of
all of his  transactions  as  Treasurer  and of the  financial  condition of the
corporation.

Section 8.13 SURETY - If required by the Board of  Directors,  he shall give the
corporation  a bond in such sum and with  such  surety or  sureties  as shall be
satisfactory  to the Board of  Directors  for the  faithful  performance  of the
duties of his  office and for the  restoration  of the  corporation,  in case of
death,  resignation,  retirement or removal from office,  of all books,  papers,
vouchers,  money and other  property of whatever kind in his possession or under
his control belonging to the corporation.

Section 8.14 ASSISTANT TREASURER - The Assistant Treasurer in the order of their
seniority,  unless  otherwise  determined  by  the  President  or the  Board  of
Directors,  shall,  in the absence or disability of the  Treasurer,  perform the
duties and exercise the powers of the  Treasurer.  They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.

                                  ARTICLE NINE
                              CERTIFICATES OF STOCK

Section 9.1 SHARE  CERTIFICATES - Every  stockholder shall be entitled to have a
certificate  signed by the President or a Vice-President and the Treasurer or an
Assistant   Treasurer  or  the  Secretary  or  an  Assistant  Secretary  of  the
corporation, certifying the number of shares owned by him in the corporation. If
the  corporation  shall be  authorized  to issue more than one class of stock or
more than one series of any class, the  designations,  preferences and relative,
participating,  optional or other special rights of the various classes of stock
or series thereof and the  qualifications,  limitations or  restrictions of such
rights,  shall  be set  forth in full or  summarized  on the face or back of the
certificate which the corporation shall issue to represent such stock.

Section 9.2 TRANSFER AGENTS - If a certificate is signed (a) by a transfer agent
other than the corporation or its employees or (b) by a registrar other than the
corporation or its employees,  the signatures of the officers of the corporation
may be  facsimiles.  In case any  officer  who has  signed  or  whose  facsimile
signature has been placed on a certificate shall cease to be such officer before
such certificate is issued,  such certificate may be issued with the same effect
as  though  the  person  had not  ceased  to be such  officer.  The  seal of the
corporation,  or  a  facsimile  thereof,  may,  but  need  not  be,  affixed  to
certificates of stock.

Section 9.3 LOST OR STOLEN  CERTIFICATES  - The Board of Directors  may direct a
new  certificate  or  certificates  to be issued in place of any  certificate or
certificates  theretofore issued by the corporation alleged to have been lost or
destroyed  upon the making of an affidavit  of that fact by the person  claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof,  require the owner of such
lost or destroyed certificate or certificates,  or his legal representative,  to
advertise  the  same  in  such  manner  as it  shall  require  and/or  give  the
corporation  a bond in such sum as it may direct as indemnity  against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.

                                       7
<PAGE>
Section 9.4 SHARE  TRANSFERS - Upon surrender to the corporation or the transfer
agent  of  the  corporation  of  a  certificate  for  shares  duly  endorsed  or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  it shall be the duty of the corporation,  if it is satisfied that all
provisions of the laws and regulations  applicable to the corporation  regarding
the transfer and  ownership of shares have been  complied  with,  to issue a new
certificate  to the person  entitled  thereto,  cancel the old  certificate  and
record the transaction upon its books.

Section 9.5 VOTING  SHAREHOLDER  - The Board of  Directors  may fix in advance a
date  not  exceeding  sixty  (60)  days  preceding  the date of any  meeting  of
stockholders,  or the date for the payment of any dividend,  or the date for the
allotment of rights,  or the date when any change or  conversion  or exchange of
capital stock shall go into effect,  or a date in connection  with obtaining the
consent of stockholders for any purpose,  as a record date for the determination
of the stockholders  entitled to notice of and to vote at any such meeting,  and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to give  such  consent,  and in such  case,  such  stockholders,  and only  such
stockholders  as shall be stockholder  of record on the date so fixed,  shall be
entitled to notice of and to vote at such meeting,  or any adjournment  thereof,
or to receive payment of such dividend,  or to receive such allotment of rights,
or to  exercise  such  rights,  or to give  such  consent,  as the  case may be,
notwithstanding  any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.

Section 9.6 SHAREHOLDERS RECORD - The corporation shall be entitled to recognize
the person  registered  on its books as the owner of shares to be the  exclusive
owner for all purposes including voting and dividends, and the corporation shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share or shares on the part of any other  person,  whether  or not it shall have
express or other notice  thereof,  except as  otherwise  provided by the laws of
Nevada.

                                   ARTICLE TEN
                               GENERAL PROVISIONS

Section 10.1  DIVIDENDS - Dividends  upon the capital stock of the  corporation,
subject to the  provisions  of the  Articles of  Incorporation,  if any,  may be
declared by the Board of Directors at any regular or special  meeting,  pursuant
to law.  Dividends  may be paid in cash, in property or in shares of the capital
stock, subject to the provisions of the Articles of Incorporation.

Section 10.2 RESERVES - Before  payment of any dividend,  there may be set aside
out of any funds of the corporation  available for dividends such sum or sums as
the directors may from time to time, in their absolute discretion,  think proper
as a reserve or reserves to meet contingencies,  or for equalizing  dividends or
for repairing or maintaining  any property of the  corporation or for such other
purpose as the directors think conducive to the interest of the corporation, and
the  directors  may modify or abolish any such reserve in the manner in which it
was created.

Section  10.3  CHECKS  - All  checks  or  demands  for  money  and  notes of the
corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

Section 10.4 FISCAL YEAR - The fiscal year of the corporation  shall be fixed by
resolution of the Board of Directors.

Section 10.5  CORPORATE SEAL - The  corporation  may or may not have a corporate
seal,  as may from  time to time be  determined  by  resolution  of the Board of

                                       8
<PAGE>
Directors.  If a corporate seal is adopted,  it shall have inscribed thereon the
name of the Corporation and the words  "Corporate  Seal" and "Nevada".  The seal
may be used by causing it or a facsimile  thereof to be  impressed or affixed or
in any manner reproduced.

                                 ARTICLE ELEVEN
                                 INDEMNIFICATION

Every person who was or is a party or is  threatened to be made a party to or is
involved  in  any  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative  or  investigative,  by reason of the fact that he or a person of
whom he is the legal  representative  is or was a  director  or  officer  of the
corporation  or is or was  serving  at the  request of the  corporation  for its
benefit  as  a  director   or  officer  of  another   corporation,   or  as  its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses,  liability and loss (including attorneys' fees, judgements,  fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in  connection  herewith.  The  expenses  of  officers  and  directors  incurred
defending a civil or criminal  action,  suit or  proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or proceeding  upon receipt of any  undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  Such right of indemnification  shall be a contract right which may
be enforced in any manner desired by the person.  Such right of  indemnification
shall not be  exclusive  of any other  right which such  directors,  officers or
representatives  may  have  or  hereafter  acquire  and,  without  limiting  the
generality of such statement,  they shall be entitled to their respective rights
of indemnification under any bylaw, agreement,  vote of stockholders,  provision
of law or otherwise, as well as their rights by this Article.

The Board of  Directors  may cause the  corporation  to  purchase  and  maintain
insurance  on behalf of any person  who is or was a  director  or officer of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director  or officer  of  another  corporation,  or as its  representative  in a
partnership,  joint venture,  trust or other  enterprise,  against any liability
asserted against such person and incurred in any such capacity or arising out of
such status,  whether or not the  corporation  would have the power to indemnify
such person.

The Board of Directors may from time to time adopt  further  Bylaws with respect
to  indemnification  and may amend these and such Bylaws to provide at all times
the fullest  indemnification  permitted  by the General  Corporation  Law of the
State of Nevada.

                                 ARTICLE TWELVE
                                   AMENDMENTS

Section 12.1 BY  SHAREHOLDER  - The Bylaws may be amended by a majority  vote of
all the stock  issued  and  outstanding  and  entitled  to vote at any annual or
special meeting of the stockholders, provided notice of intention to amend shall
have been contained in the notice of the meeting.

Section 12.2 BY BOARD OF  DIRECTORS - The Board of Directors by a majority  vote
of the whole  Board at any  meeting may amend  these  Bylaws,  including  Bylaws
adopted by the stockholders,  but the stockholders may from time to time specify
particular  provisions  of the Bylaws which shall not be amended by the Board of
Directors.

                                       9
<PAGE>
     APPROVED and ADOPTED this 16th day of February, 2007.




                               -------------------------------------
                               Secretary



                                       10
<PAGE>
                            CERTIFICATE OF SECRETARY

     I hereby certify that I am the Secretary of Casita  Enterprises,  Inc., and
that the foregoing Bylaws, consisting of 11 pages, constitute the code of Bylaws
of Casita  Enterprises,  Inc., as duly adopted at a regular meeting of the Board
of Directors of the corporation held February 16, 2007.

     IN WITNESS  WHEREOF,  I have  hereunto  subscribed my name this 16th day of
February, 2007.



                               -------------------------------------
                               Secretary


                                       11
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>ex5-1.txt
<DESCRIPTION>OPINION & CONSENT OF GARY L. BLUM, ESQ.
<TEXT>
                                                                     Exhibit 5.1

                           LAW OFFICES OF GARY L. BLUM
                             3278 WILSHIRE BOULEVARD
                                    SUITE 603
                          LOS ANGELES, CALIFORNIA 90010
GARY L. BLUM                                           TELEPHONE: (213) 381-7450
EMAIL: GLBLAW@AOL.com                                  FACSIMILE: (213) 384-1035

                                October 26, 2007

Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549

RE: Casita Enterprises, Inc.
    Form SB-2 REGISTRATION STATEMENT

Ladies & Gentlemen:

We  refer  to the  above-captioned  registration  statement  on Form  SB-2  (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Act"), filed by Casita Enterprises, Inc., a Nevada corporation (the "Company"),
with the Securities and Exchange Commission.

The  Registration  Statement  relates to an offering of 6,500,000  shares of the
Company's common stock. No opinion is expressed herein as to any laws other than
those of the State of Nevada, its statutory provisions, applicable provisions of
the Nevada Constitution and reported judicial decisions interpreting those laws.

We have examined the originals, photocopies,  certified copies or other evidence
of such  records of the  Company,  certificates  of  officers of the Company and
public  officials,  and other documents as we have deemed relevant and necessary
as a basis for the opinion hereinafter expressed.  In such examination,  we have
assumed thee  genuineness of all signatures,  the  authenticity of all documents
submitted to us as certified  copies or photocopies and the  authenticity of the
originals of such latter documents.

Based  on our  examination  mentioned  above,  we are of the  opinion  that  the
securities being sold pursuant to the Registration Statement are duly authorized
and will be, when issued in the manner described in the Registration Statement.,
legally, and validly issued fully paid and non-assessable.
<PAGE>
We  hereby  consent  to  the  filing  of  this  opinion  as  Exhibit  5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the related Prospectus.  In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the  Act,  or the  rules  and  regulations  of the  Securities  and  Exchange
Commission.


                                Very truly yours,

                                /s/ Law Offices of Gary L. Blum
                                ---------------------------------------
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>ex23-1.txt
<DESCRIPTION>CONSENT OF MADSEN & ASSOCIATES CPA'S, INC.
<TEXT>
                                                                    Exhibit 23.1

                CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM


To the Board of Directors and Shareholders
Casita Enterprises, Inc..

We hereby consent to the inclusion in this SB-2 Registration Statement of Casita
Enterprises, Inc. of our report dated August 28, 2007, relating to the financial
statements of Casita Enterprises, Inc. for the period from the date of inception
(February  12, 2007) to July 31, 2007,  and to the use of our name as it appears
under the caption "Experts".


/s/ Madsen & Associates CPA's, Inc.
- -----------------------------------------
Madsen & Associates CPA's, Inc.
October 31, 2007
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
