SecProbe.io

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      April 13, 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.
      Amendment No. 1 to Form SB-2
      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

1. Please continue to monitor the updating requirements of Item
310(g) of Regulation S-B.

Risk Factors, page 6

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

2. Please disclose the amount of money you will need to spend in
order to completely develop your property, complete this offering
and
have your property able to be rented out and generate revenues.

We do not carry comprehensive liability insurance.  As a result,
should an uninsured loss occur, we could lose our capital invested
in
the Solidaridad property, as well as the anticipated future
revenues
from such property, page 9

3. We refer to the final sentence in your discussion of this risk
factor.  Please revise to disclose the estimated cost of obtaining
comprehensive insurance coverage for your property and how you
intend
to pay this cost.  Alternatively, as written, your disclosure
serves
to mitigate the risk you are presenting and is not appropriate.
Please revise.

Our Adoption of Stock Based Benefit Plans and Future Equity
Financings May Dilute Your
Ownership Interests, page 11
4. We note your response to our Comment 10.  The narrative portion
of
this risk factor fails to discuss the risk that the adoption of
your
stock based benefit plans and future equity financings may dilute
ownership interests.  Please revise this risk factor so that the
narrative reflects the risk noted in the title of this section.

Description of Business, page 21
In General, page 21
5. We note your response to our Comment 25 did not discuss your
construction costs to date.  Please revise to state the amount of
your construction costs to date.  If you have not incurred any
construction costs, please note as much.
6. On page 22, you state that you "will be required to expend an
additional $10,000 to complete construction of the cabanas,
reception
area, sewer system and water facilities."  However, in this
section
you state that you will "be required to expend an additional
$15,000
to complete the development of [your] property."  Please advise us
as
to the reason for the discrepancy or revise as necessary.

7. We note your response to our Comment 26 did not discuss what
percentage of the construction remains on the apartment units and
the
estimated time of completion.  Please revise to state what
percentage
of the construction remains on the apartment units and the
estimated
time of completion.
8. Please provide more disclosure regarding the property that you
own.  For example, please describe the amenities that will be
provided to renters, the size of the cabanas, how many people the
cabanas sleep, etc.  In addition, please describe what the
reception
area will consist of.

Acquisition of Solidaridad Property, page 22
9. On page 21, you state that your property development is 80%
complete.  In this section, you note that prior to entering into
the
purchase agreement on November 29, 2004 Ms. Galan-Rios completed
80%
of the cabanas, reception area, sewer system and water facilities.
Please revise to explain why no additional work has been completed
on
the Solidaridad Property since prior to November 29, 2004.
10. We refer to the third bullet point under this heading that
indicates that the nine apartment buildings which are being
constructed are intended to be sold or leased to potential
tenants.
Please expand your disclosure to discuss what recourse, if any,
you
have if the apartments are sold, rather than rented.  In other
words,
please discuss whether the management, maintenance and septic and
water services are dependent upon the apartments being rented or
whether you would receive the same fees if the apartments are
sold.
11. Please disclose, if true, that you will have to employ third
parties to conduct the management, maintenance and water and
septic
services that you are committed to provide to the apartment units.
Please discuss the costs associated with providing these services
through third parties.  To the extent you have entered into any
agreements with these third parties, please file such agreements
as
material exhibits to the registration statement.

Revenue, page 22
12. We note your response to our Comment 34.  Please
supplementally
provide further detail on the survey that was conducted by
management.  This detail should include, but should not be limited
to, your sample size for the survey and the type of businesses
surveyed.  To the extent the survey conducted was informal, please
tell us why you believe that this is a sufficient basis to support
the projected occupancy and rental rates included in the table.
Please see Item 10 of Regulation S-B.

13. If you choose to present a tabular presentation of your
projected
revenue streams, please also include a tabular presentation of the
expenses you will incur in connection with generating these
revenues.
For example, a portion of the fees you will generate from
providing
services to the apartment units will immediately be used to pay
for a
third party to conduct these activities.

Competition, page 24
14. We note your response to our Comment 37 did not discuss your
methods of competition.  Please revise to state your methods of
competition.  Refer to item 101(B)(4).
Plan of Operation
15. Please disclose what type(s) of marketing efforts you intend
to
pursue in order to advertise your property, when completed.  In
connection with this, please disclose the estimated costs of
conducting a marketing campaign.
Investment Policies, page 28
16. We note your response to our Comment 46.  You state that
because
you do not own legal title to the Solidaridad property you "are
restricted in [your] ability to place a mortgage on the property."
Please revise this section to discuss whether your By-Laws,
Articles
of Incorporation or any other documents restrict your ability to
place mortgages on the property you currently own or others that
you
may purchase in the future.

Financial Statements

Statement of Cash Flows
17. Your statement of cash flows indicates that cash paid for
property during the period totaled $30,000.  However footnote 3 to
the financial statements indicates that total cash payments made
through November 30, 2004 were $25,669.  Please explain the
difference or revise your statements accordingly.

2. Significant Accounting Policies

h) Foreign Currency Translation
18. We have considered your response to our prior comment 52 and
the
related revisions to your financial statements.  Revise your
footnote
to provide a discussion of the manner in which the Company
accounts
for foreign currency translation adjustments and net gains and
losses
resulting from foreign exchange transactions.  Refer to SFAS 52.

Legal Opinion
19. We note your consent to use the legal opinion is dated as of
January 25, 2005, prior to the revisions to the opinion requested
by
our last comment letter.  Please file a new consent with your next
amendment.

Other

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Robert Telewicz, Accountant, at (202) 824-
5356
or Jorge Bonilla, Senior Accountant, at (202) 942-1993 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact David Roberts, Staff Attorney, at (202)
942-
2811 or the undersigned at (202) 942-1971 with any other
questions.

Sincerely,

Owen Pinkerton
Senior Counsel

cc:	Stephen O`Neil, Esq. (via facsimile)

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Rancho Santa Monica Developments Inc.
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