SecProbe.io

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February 25, 2005

      Mail Stop 0409

Mr. Graham Alexander
Rancho Santa Monica Developments Inc.
3104 Sunnyhurst Road
North Vancouver, British Columbia
Canada V7K 2G3

Re:	Rancho Santa Monica Developments Inc.
      Form SB-2 filed January 28, 2005
      File No. 333-122375

Dear Mr. Alexander:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General Comments
1. We note your use of the term "Company" throughout the
prospectus.
Since this term is vague and abstract, please revise to use your
actual company name or a shortened version of it throughout your
document.
2. Please supplementally provide us with copies of any graphics,
maps, photographs, and related captions or other artwork including
logos that you intend to use in the prospectus.

Summary, page 4
3. We refer to the introductory paragraph on page 4 where you
state
that the "summary is not complete."  While we understand that a
summary, by its very nature, is not a complete discussion of all
the
factors affecting an investment in your company`s common stock,
your
current disclosure implies that your disclosure under this heading
represents an incomplete summary.  Please revise to remove this
qualification or to ensure that the section summarizes the
material
elements of the offering.
4. Please balance your disclosure here by prominently disclosing
at
the beginning of this section that your auditors have raised a
concern as to your ability to continue as a going concern.

Risk Factors, page 6

General
5. Please include a risk factor addressing that substantially all
of
your revenues will be generated from management and other fees
related to apartment units owned by a third party.  Also, please
discuss the fact the apartment units have yet to be completed.
6. Please include a risk factor discussing the risk of control by
your largest stockholder, Graham Alexander.
7. Please include a risk factor that addresses the fact that you
do
not yet have legal title to the Mexico Property.
8. Please include a risk factor that addresses your lack of
comprehensive liability insurance with respect to your business
operations.
9. Please add a risk factor that addresses the features of the
Articles of Incorporation that may deter or prevent a change in
control, including, for example, the ability of the Board of
Directors to issue "blank-check" preferred stock.
10. Please add a risk factor discussing the potential dilutive
effects of your Equity Compensation Plan, sales of restricted
shares
and your anticipated continued reliance on equity sales to fund
your
operations.  The restricted shares disclosure should include a
discussion on when the restricted shares will begin to become
available for sale.

We have yet to attain profitable operations and because we will
need
additional financing to fund the development of our property, our
accountants believe there is substantial doubt about our ability
to
continue as a going concern, page 6
11. Please clarify whether you anticipate needing additional
financing to complete the development of your property.  Your
disclosure in MD&A, for example, states that you will require
additional financing to fund your anticipated expenditures only if
you do not generate revenues from the Mexico property.  However,
we
note that revenues will not be generated from the property until
the
development is completed.  Therefore, if you require financing to
complete the development of the property, please clearly disclose
that here and in MD&A, quantifying such amount.  Specifically,
please
also quantify the "significant capital expenditures" referred to
in
the second paragraph that will need to be paid prior to you being
able to generate revenues.

Environmental and Other Regulations May Have An Adverse Effect On
Our
Business, page 7
12. On page 20, you state that the Vendor is still waiting to
receive
a permit from PROFEPA regarding the construction of the cabanas
and
reception area on the Mexico Property.  You also note on page 20,
that once the permit is approved you need to obtain a local permit
from the municipality of Solidaridad for your proposed business
operations on the Mexico Property.  Please revise this risk factor
to
include the risks involved in your failing to obtain the required
permits.
You also state on page 20, that the "Vendor completed 80% of the
construction of the cabanas, reception area, sewer system and
water
facilities."  Supplementally please explain how construction of
the
cabanas and reception areas was undertaken given that the
appropriate
permits have yet to be obtained.
We Are Highly Dependent On Our Senior Management, page 7
13. We note the generic nature of this risk factor.  Since all
companies rely on their key personnel, clearly explain how the
loss
of Mr. Alexander or other key executives would affect your
company.
For example, please elaborate on the risk posed by losing their
knowledge and business contacts.

Selling Stockholders, page 10

14. Please note that it is our position that any selling
stockholder
who is a broker-dealer must be identified as an underwriter in the
prospectus unless all of the securities being registered on behalf
of
that broker-dealer were received as compensation for underwriting
activities.  Please supplementally confirm to us, if true, that
none
of the selling stockholders that will be identified in the
prospectus
is a broker-dealer.  If one or more of the selling stockholders is
a
broker-dealer, please revise to identify each such selling
stockholder and to disclose that each such selling stockholder is
an
underwriter.  Alternatively, if any selling stockholder who is a
broker-dealer received or will receive all of the shares being
registered on its behalf as compensation for underwriting
activities,
please supplementally identify each such selling stockholder and
supplementally describe the nature of the transactions in which
those
shares were acquired.

15. Please note that it is our position that any selling
stockholder
who is an affiliate of a broker-dealer must be identified as an
underwriter in the prospectus unless that selling shareholder
represents that it purchased the shares being registered on its
behalf in the ordinary course of its business and, at the time of
the
purchase of those shares, did not have any agreement or
understanding, directly or indirectly, with any person to
distribute
those shares.  Please revise to disclose, if true, that each
selling
shareholder that is an affiliate of a broker-dealer purchased the
shares being registered on its behalf in the ordinary course of
its
business and, at the time of the purchase of those shares, did not
have any agreement or understanding, directly or indirectly, with
any
person to distribute the shares.  If you are unable to make those
statements with respect to one or more of those selling
shareholders,
please revise to identify those selling shareholders and to
disclose
that those selling shareholders are underwriters in connection
with
this registration statement.  For the definition of "affiliate,"
please refer to Rule 405 of Regulation C.

Plan of Distribution, page 13
16. We refer to your statement that "the selling stockholders and
any
broker-dealers who execute sales for the selling stockholders will
be
deemed to be an "underwriter" within the meaning of the Securities
Act in connection with such sales."  Please revise your disclosure
to
indicate why you have determined that the selling stockholders are
underwriters as defined by Section 2(a)(11) of the Securities Act.

Directors, Executive Officers, Promoters and Control Persons, page
14
17. On the last page of the registration statement, under Graham
Alexander`s first signature, you state that Graham Alexander`s
title
is President and Chief Executive Officer.  Also on the last page
of
the registration statement, under Graham Alexander`s second
signature, you state that his title is Chief Executive Officer,
Chief
Financial Officer, President, Secretary, Treasurer and Director.
In
this section, you state his title is Director, President,
Secretary
and Treasurer.  Please revise these disclosures so that Graham
Alexander`s complete title is listed consistently throughout the
document.
18. In your description of Graham G. Alexander`s business
experience,
you state that he has worked for Future Shop Sales, Canaccord
Capital
Corporation and Global Securities Corporation.  Please state the
nature of these businesses.  In addition, please disclose where he
is
currently employed.
19. You state that Angela Manetta attended SFU.  Please define the
acronym SFU.  In addition, please disclose who employs Ms.
Manetta.

Compensation, page 15
20. In the second paragraph, you state that Ms. Manetta agreed to
provide you with consulting services in consideration "of $1,800
per
month and at a rate of $200 thereafter."  Please revise to state
the
date that the $200 monthly rate begins.

Security Ownership of Certain Beneficial Owners and Management,
page
16
21. In the top section of the Security Ownership Table, you state
that Graham Alexander owns 52.9% or your common stock.  In the
bottom
section, you state that Graham Alexander owns 54.3% of your common
stock.  Please advise or revise.

Interest of Named Experts and Counsel, page 18
22. You note that "[n]o expert or counsel named in this
prospectus...is to receive, in connection with the offering, a
substantial interest, direct or indirect, in Rancho or any of its
subsidiaries."  The use of "substantial" in this instance is too
vague and abstract.  Please revise your disclosure to state
whether
any expert or counsel received an interest in you, valued over
$50,000, in connection with your offering.  Refer to Item 509 of
Regulation S-B.
Description of Business, page 20
23. Please supplementally inform us if you have a website, and if
you
do, tell us the address of the website.  Also, if you have a
website
please consider disclosing the address of your website in this
section.
24. Please reduce your reliance on defined terms in this section.
Many of the terms that you have defined, such as "Tenants,"
"Units,"
"Mexico Property," "Purchase Agreement" and "Vendor" are either
easily understood without definition or, in the case of "Vendor,"
are
potentially confusing to investors.
In General, page 20
25. You state that you "have acquired real property located in
Solidaridad, Mexico on which [you] are constructing cabanas and a
reception area."  Please revise to disclose what percentage of the
construction remains and the cost of the construction to date.  In
connection with this, please specify the type of work that has not
been completed and whether the company is directly involved in the
completion of this work or whether it has employed contractors to
complete the remaining work.  If it has employed third-party
contractors, please disclose the material terms of the agreements
with the contractors.
26. You state that you "plan to earn revenues from management
services provided to the apartment units being constructed."
Please
revise to state what percentage of the construction remains on the
apartment units and the estimated time of completion and whether
you
are obligated, in any way, to fund a portion or all of these
costs.
27. Your statement that your business plan going forward is to
achieve "long-term capital gains" implies that you intend to
purchase
properties and then sell them at a later date.  If so, please
disclose this and indicate what timeframe you would expect to hold
individual properties that you acquire.
28. Please revise to discuss in further detail what type of
"management services" you will provide and whether you have
entered
into a management agreement with the owner of the properties you
intend to manage.  If no management agreement has been entered
into,
please disclose your basis for stating that you will provide these
services and your estimates regarding the fees you will receive in
exchange for providing these services.
29. In light of the fact that you have no employees and have no
plans
to add any employees during the next twelve months, please explain
how you intend to provide management services to the properties
adjoining your property.  We note, for example, that your offices
are
located in British Columbia.  If the management services will be
performed through agreements with third parties, please discuss
the
anticipated costs associated with such an arrangement.

Acquisition of Solidaridad Property, page 20
30. On page F-9, you state that you paid $25,669 of the $30,000
owed
to the Vendor as of November 30, 2004.  In this section, you note
that you "made a payment of $30,000 to the Vendor."  Please
clarify
whether you have paid the Vendor the full $30,000.
31. On page 22, you state that you will provide management
services
for $10 per night and maintenance, security and gardening services
for $250 per Unit per month.  In this section, you state that you
"will provide security, property management services, maintenance
and
gardening services for the Mexico Property for a fee of $250 per
Unit
per month."  Please revise to explain how the management services
under each of the bullet points differs.
32. In the last full paragraph, you state that "[u]nder Mexican
law
we own the right to possess and make use of the Mexico Property
but
do not own title to the property until a legal survey is completed
by
the Mexican government."  Please revise to clarify whether your
payment to the Vendor for the Mexico Property is a one-time fee
for
the land use rights or whether additional payments will be due to
the
government.  Please revise to describe your land use rights and
any
limitations on your use of the property or the right to convey or
transfer your rights.  Finally, please revise to disclose the
anticipated timing of the legal survey by the Mexican governments.

Property Description, page 21
33. Please revise to clearly indicate your property`s location on
the
map, as well as the location of the adjoining property to which
you
will provide management services.

Revenue, page 22
34. Please clarify how you determined the estimated amount of the
fees listed on the top of page 22.  In addition, we note that your
total figure assumes that rental revenues will be generated each
night.  It is not clear what basis you have to assume that you
will
receive rental revenues each night.  If this conclusion is based
on a
survey conducted by management regarding occupancy rates of
similar
properties in the area, please disclose this.  If not, the
inclusion
of these figures may constitute a projection that must be
supported
by a reasonable basis.  Please see Item 10 of Regulation S-B.
35. Similarly, we note your statement that the total fees assumes
the
receipt of management fees each night.  Please revise the
prospectus
to indicate whether management fees will be received only if the
units are occupied or whether management fees will be based on
fixed
monthly or annual fees.
36. It is not clear how you have determined that