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

FORM 10-Q (Mark One)

~~(Mark~~[ ~~One~~X ] Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

~~x Quarterly~~For ~~Report~~the ~~Pursuant~~quarterly Toperiod ~~Section~~ended 13August ~~Or 15(d)~~31, ~~Of The Securities Exchange Act Of 1934~~ 2009

[ ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the ~~quarterly~~transition period ~~ended May~~________ ~~31st,~~to ________ ~~2009~~

o Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the transition period __________ to ___________

COMMISSION FILE NUMBER 000-51376

RANCHO SANTA MONICA DEVELOPMENTS INC.
(Exact name of small business issuer as specified in its charter)

NEVADA	83-0414306
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

802-610 Granville Street Vancouver, BC, Canada V6C-3T3 (Address of principal executive offices)

(~~Address~~604) of689-5661 ~~principal~~Issuer's ~~executive offices)~~ telephone number

Not Applicable (~~604)~~Former ~~689-5661~~name, former address and former fiscal year, if changed since last report)

~~Issuer's~~Check ~~telephone~~whether ~~number~~the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ]

Indicate by check mark whether the Registrant is a large ~~Not~~accelerated ~~Applicable~~filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

~~(Former~~Large ~~name,~~accelerated ~~former~~filer ~~address~~o ~~and former~~Accelerated ~~fiscal~~filer ~~year,~~o Non-accelerated filer o Smaller reporting company x (Do not check if ~~changed~~a ~~since~~smaller ~~last~~reporting ~~report~~company)

~~Check~~Indicate ~~whether the issuer (1) filed all reports required to be filed~~ by ~~Section~~check 13mark orwhether ~~15(d)~~the ofregistrant ~~the~~is ~~Exchange~~a ~~Act~~shell ~~during~~company ~~the past 12 months~~ (oras ~~for~~defined ~~such~~in ~~shorter~~Rule ~~period~~12b-2 ~~that~~of the ~~registrant~~Exchange ~~was required to file such reports~~Act),. ~~and~~Yes ~~(2)~~[ ] ~~has~~No ~~been subject to such filing~~[ ~~requirements~~X ~~for~~] ~~the past 90 days.~~

~~Yes~~As x of November 30, 2009, the registrant had 8,918,426 shares of NoCommon oStock outstanding.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of June 2nd, 2009, the Issuer had 8,886,999 Shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (check one):

Yes o No x

PART I - FINANCIAL INFORMATION

ITEM 1. ~~FINANCIAL STATEMENTS.~~

~~Certain statements contained in this Form 10-Q constitute~~ ~~"forward-looking~~FINANCIAL ~~statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”)~~STATEMENTS. These statements, identified by words such as “plan”, "anticipate," "believe," "estimate," "should," "expect" and similar expressions, include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Form 10-Q. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (“SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. As used in this interim report, the terms "we", "us", "our", and “our company” mean Rancho Santa Monica Developments, Inc., unless otherwise indicated. All dollar amounts in this annual report are in U.S. dollars unless otherwise stated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

~~RANCHO~~ Certain ~~SANTA~~statements ~~MONICA~~contained ~~DEVELOPMENTS~~in this Form 10-Q constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, ~~INC~~as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”).~~Consolidated~~ ~~Balance~~These statements, identified by words such as “plan”, "anticipate," "believe," "estimate," "should," "expect" and similar expressions, include our expectations and objectives regarding our future financial ~~Sheets~~position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Form 10-Q. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (“SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. As used in this interim report, the terms "we", "us", "our", and “our company” mean Rancho Santa Monica Developments, Inc., unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

ASSETS

RANCHO SANTA MONICA DEVELOPMENTS, INC.
Consolidated Balance Sheets
(Unaudited)

ASSETS

		August 31,			November 30,
		2009			2008
					(Restated)

CURRENT ASSETS
Cash	$	25,694		$	4,217
Accounts receivable, net		16,545			-
Total Current Assets		42,239			4,217

PROPERTY AND EQUIPMENT, NET		317,346			296,414

TOTAL ASSETS	$	359,585		$	300,631

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	35,375		$	19,250
Due to related parties		187,084			103,757
Convertible debt, net		112,500			63,125
Notes payable		50,000			50,000
Total Current Liabilities		384,959			236,132
Commitments and contingencies		-			-

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock; 100,000,000 shares authorized at $0.0001 par value, no shares issued or outstanding		-			-
Common stock; 100,000,000 shares authorized at $0.0001 par value, 8,918,426 and 7,846,999 shares issued and outstanding, respectively		892			785
Additional paid-in capital		896,813			371,920
Accumulated deficit		(923,079	)		(308,206	)
Total Stockholders' Equity (Deficit)		(25,374	)		64,499

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	359,585		$	300,631

		May 31,		November 30,
		2009		2008
		(Unaudited)
CURRENT ASSETS
Cash	$	24,054	$	4,217
Accounts Receivable, net		91,965		-
Total Current Assets		116,019		4,217
PROPERTY AND EQUIPMENT, NET		292,568		296,414
OTHER ASSETS
Goodwill		477,847		-
Total Other Assets		477,847		-
TOTAL ASSETS	$	886,434	$	300,631

The accompanying notes are an integral part of these unaudited consolidated financial statements.

LIABILITIES AND STOCKHOLDERS' EQUITY

RANCHO SANTA MONICA DEVELOPMENTS, INC. Consolidated Statements of Operations (Unaudited)

		For the Three Months Ended						For the Nine Months Ended
		August 31,						August 31,
		2009			2008			2009			2008
					(Restated)						(Restated)
REVENUES
Hotel revenue, net	$	13,887		$	11,992		$	96,646		$	60,939
Hosting revenue, net		132,376			-			501,468			-
Total Revenue		146,263			11,992			598,114			60,939
OPERATING EXPENSES
General and administrative		104,398			34,736			580,538			79,148
Web hosting fees		82,181			-			82,181			-
Impairment loss		477,847			-			477,847			-
Depreciation expense		1,924			1,924			5,770			5,978
Total Operating Expenses		666,350			36,660			1,146,336			85,126
LOSS FROM OPERATIONS		(520,087	)		(24,668	)		(548,222	)		(24,187	)
OTHER EXPENSE
Interest expense		(6,753	)		(1,500	)		(64,003	)		(4,500	)
Foreign currency loss		(2,296	)		-			(2,648	)		-
Total Other Expense		(9,049	)		(1,500	)		(66,651	)		(4,500	)
LOSS BEFORE INCOME TAXES		(529,136	)		(26,168	)		(614,873	)		(28,687	)
PROVISION FOR INCOME TAXES		-			-			-			-
NET LOSS	$	(529,136	)	$	(26,168	)	$	(614,873	)	$	(28,687	)
LOSS PER SHARE - BASIC AND DILUTED	$	(0.06	)	$	(0.00	)	$	(0.07	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED		8,865,427			7,846,999			8,853,447			7,813,908

CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	29,000		$	19,250
Due to related parties		164,194			103,757
Convertible debt, net		110,625			63,125
Notes payable		50,000			50,000
Total Current Liabilities		353,819			236,132
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' EQUITY
Preferred stock; 100,000,000 shares authorized at $0.0001 par value, no shares issued or outstanding		-			-
Common stock; 100,000,000 shares authorized at $0.0001 par value, 8,866,999 and 7,866,999 shares issued and outstanding, respectively		8,867			7,867
Additional paid-in capital		863,838			364,838
Other comprehensive income		(1,828	)		-
Accumulated deficit		(338,262	)		(308,206	)
Total Stockholders' Equity		532,615			64,499
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	886,434		$	300,631

The accompanying notes are an integral part of these unaudited consolidated financial statements

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

RANCHO SANTA MONICA DEVELOPMENTS, INC. Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited)

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, November 30, 2008 (Restated)	7,846,999		785		371,920		(308,206	)		64,499
Stock issued to purchase subsidiary	1,000,000		100		499,900		-			500,000
Shares issued for cash	71,427		7		24,993		-			25,000
Net loss	-		-		-		(614,873	)		(614,873	)
Balance, August 31, 2009	8,918,426	$	892	$	896,813	$	(923,079	)	$	(25,374	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

RANCHO SANTA MONICA DEVELOPMENTS, INC.Consolidated Statements of ~~Operations~~ Cash Flows (Unaudited)

		For the Three			For the Three			For the Six			For the Six
		For the Nine Months Ended
		Months Ended			Months Ended			Months Ended			Months Ended
		August 31,
		May 31,			May 31,			May 31,			May 31,
		2009			2008
		2009			2008			2009			2008
					(Restated)
REVENUES
CASH FLOWS FROM OPERATING ACTIVITIES
Hotel revenue	$	27,646		$	35,211		$	82,759		$	48,947
Net loss	$	(614,873	)	$	(28,687	)
Hosting revenue		222,506			-			424,927			-
Adjustments to reconcile net loss to net cash used by operating activities:
Total Revenue		250,152			35,211			507,686			48,947
Impairment loss		477,847			-
OPERATING EXPENSES
Depreciation and amortization		5,770			5,978
General and administrative		209,217			16,283			445,135			32,725
Amortization of embedded conversion feature		49,375			-
Professional fees		31,511			6,763			31,511			11,687
Changes in operating assets and liabilities:
Depreciation expense		1,923			1,924			3,846			4,054
Accounts receivable		(16,545	)		-
Total Operating Expenses		242,651			24,970			480,492			48,466
Accounts payable and accrued expenses		16,125			21,504
INCOME (LOSS) FROM OPERATIONS		7,501			10,241			27,194			481
Cash Used In Operating Activities		(82,301	)		(1,205	)
OTHER INCOME (EXPENSE)
CASH FLOWS FROM INVESTING ACTIVITIES
Interest expense		(52,375	)		(1,500	)		(57,250	)		(3,000	)
Cash received from acquisition of subsidiary		22,153			-
Total Other Income (Expense)		(52,375	)		(1,500	)		(57,250	)		(3,000	)
Purchase of property and equipment		(26,702	)		(140,500	)
LOSS BEFORE INCOME TAXES		(44,874	)		8,741			(30,056	)		(2,519	)
Cash Used In Investing Activities		(4,549	)		(140,500	)
PROVISION FOR INCOME TAXES		-			-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES
NET INCOME (LOSS)	$	(44,874	)	$	8,741		$	(30,056	)	$	(2,519	)
Advances from related parties		83,327			-
CURRENCY TRANSLATION ADJUSTMENT		(381	)		-			(1,828	)		-
Payments to related parties		-			(8,991	)
COMPREHENSIVE NET INCOME (LOSS)	$	(45,255	)	$	8,741		$	(31,884	)	$	(2,519	)
Proceeds from notes payable		-			112,500
BASIC INCOME (LOSS) PER SHARE	$	(0.01	)	$	0.00		$	(0.00	)	$	(0.00	)
Proceeds from the sale of common stock		25,000			41,000
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		8,866,999			7,866,999			8,533,666			7,854,499
Cash Provided by Financing Activities		108,327			144,509
NET CHANGE IN CASH		21,477			2,804
CASH AT BEGINNING OF PERIOD		4,217			493
CASH AT END OF PERIOD	$	25,694		$	3,297
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION CASH PAID FOR:
Interest	$	3		$	-
Income taxes	$	-		$	-

The accompanying notes are an integral part of these ~~financial~~unaudited consolidated financial statements.

RANCHO SANTA MONICA DEVELOPMENTS, INC.~~Consolidated~~ ~~Statements~~Notes ofto ~~Stockholders'~~the Consolidated ~~Equity~~Financial Statements (Unaudited)

					Additional		Currency
	Common Stock				Paid-In		Translation			Accumulated
	Shares		Amount		Capital		Adjustment			Deficit			Total
Balance, November 30, 2006	7,751,999	$	7,752	$	136,453	$	(1,400	)	$	(113,186	)	$	29,619
Common stock cancelled	-10,000		-10		10		-			-			-
Shares issued for cash at $1.00 per share	75,000		75		74,925		-			-			75,000
Net income for the year ended November 30, 2007	-		-		-		(3,435	)		4,633			1,198
Balance, November 30, 2007	7,816,999		7,817		211,388		(4,835	)		(108,553	)		105,817
Fair value of imbedded conversion feature	-		-		112,500		-			-			112,500
Shares issued for cash at $0.82 per share	50,000		50		40,950		-			-			41,000
Net loss for the year ended November 30, 2008	-		-		-		4,835			(199,653	)		(194,818	)
Balance, November 30, 2008	7,866,999		7,867		364,838		-			(308,206	)		64,499
Stock issued to purchase subsidiary at $0.48 per share (unaudited)	1,000,000		1,000		499,000		-			-			500,000
Net loss for the six months ended May 31, 2009 (unaudited)	-		-		-		(1,828	)		(30,056	)		(31,884	)
Balance, May 31, 2009 (unaudited)	8,866,999	$	8,867	$	863,838	$	(1,828	)	$	(338,262	)	$	532,615

NOTE 1 – SIGNFICANT ACCOUNTING POLICIES

The accompanying unaudited interim consolidated financial statements of Rancho Santa Monica Developments, Inc. (“the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's latest Annual Report filed with the SEC on Form 10-K for the year ended November 30, 2008, as restated herein (see Note 8). In the opinion of management, all adjustments, consisting of normal recurring adjustments and restatement adjustments (see Note 8), necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are annot ~~integral~~necessarily ~~part~~indicative of ~~these~~the results to be expected for the full year. Notes to the unaudited interim consolidated financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year as reported in the Form 10-K have been omitted.

~~RANCHO~~Principles ~~SANTA MONICA DEVELOPMENTS, INC.Consolidated Statements~~ of ~~Cash~~ ~~Flows (Unaudited)~~Consolidation

		For the Six			For the Six
		Months Ended			Months Ended
		May 31,			May 31,
		2009			2008
OPERATING ACTIVITIES
Net income (loss)	$	(30,056	)		(2,519	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		3,846			4,054
Currency translation adjustment		(1,828	)		-
Amortization of imbedded conversion feature		47,500			-
Changes in operating assets and liabilities:
Changes in accounts receivable		(91,965	)		-
Changes in accounts payable and accrued expenses		31,903			20,004
Net Cash Used In/Provided By Operating Activities		(40,600	)		21,539
INVESTING ACTIVITIES
Purchase of property and equipment		-			(140,500	)
Net Cash Used in Investing Activities		-			(140,500	)
FINANCING ACTIVITIES
Proceeds from notes payable		-			105,000
Change in due to related parties		60,437			(8,991	)
Proceeds from common stock issued		-			41,000
Net Cash Provided by Financing Activities		60,437			137,009
NET INCREASE (DECREASE) IN CASH		19,837			18,048
CASH AT BEGINNING OF PERIOD		4,217			493
CASH AT END OF PERIOD	$	24,054			18,541
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
CASH PAID FOR:
Interest	$	-		$	-
Income Taxes	$	-		$	-
NON CASH FINANCIING ACTIVITIES
Stock issued for acquisiton of subsidiary	$	500,000		$	-

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, AptHost Communications USA Ltd (“Apthost”). All significant intercompany transactions and balances have been eliminated in consolidation.

~~The~~Certain ~~accompanying~~reclassifications ~~notes~~have ~~are~~been anmade ~~integral~~to ~~part~~amounts ofin ~~these~~prior periods ~~financial~~to conform to the current period presentation. All reclassifications ~~statements~~have been applied consistently to the periods presented.

~~RANCHO~~Use ~~SANTA~~of ~~MONICA DEVELOPMENTS, INC.~~Estimates

~~NOTE~~The ~~1 –~~preparation of financial statements in conformity with ~~CONDENSED~~accounting ~~FINANCIAL~~principles ~~STATEMENTS~~generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

~~The~~Accounts accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at May 31, 2009, and for all periods presented herein, have been made.Receivable

~~Certain~~Accounts ~~information~~receivable ~~and~~consist ~~footnote~~primarily ~~disclosures~~of ~~normally~~trade ~~included~~receivables, innet of ~~financial~~a ~~statements~~valuation ~~prepared~~allowance infor ~~accordance~~doubtful ~~with~~accounts ~~accounting~~totaling ~~principles~~$0 ~~generally~~at ~~accepted~~August in31, ~~the~~2009. The ~~United~~Company ~~States~~regularly ofreviews ~~America~~outstanding ~~have~~receivables ~~been~~and ~~condensed~~provides orfor ~~omitted.~~estimated losses Itthrough isan ~~suggested~~allowance ~~that~~for ~~these~~doubtful ~~condensed~~accounts. ~~financial~~In ~~statements~~evaluating bethe ~~read~~level inof established ~~conjunction~~reserves, ~~with~~ the ~~financial~~Company ~~statements~~makes ~~and~~judgments ~~notes~~regarding ~~thereto~~its ~~included~~customers' ability into ~~the~~make ~~Company’s~~required ~~November 30~~payments, ~~2008~~economic ~~audited~~events ~~financial~~and ~~statements~~other factors. ~~The~~When ~~results~~the Company ofdetermines ~~operations~~that ~~for~~a ~~the~~customer ~~periods~~may ~~ended~~not ~~May~~be ~~31,~~able ~~2009~~to ~~and~~make ~~May~~required 31payments, the ~~2008~~Company ~~are~~increases ~~not~~the ~~necessarily~~allowance ~~indicative~~through ofa ~~the~~charge ~~operating~~to ~~results~~income ~~for~~in the ~~full~~period ~~years~~in which that determination is made.

~~NOTE~~Foreign ~~2 – GOING~~exchange ~~CONCERN~~and currency translation

~~The~~For ~~Company’s~~the ~~financial~~periods ~~statements~~presented, ~~are~~the ~~prepared~~Company ~~using~~maintained ~~generally~~cash ~~accepted accounting principles~~ accounts in ~~the~~Canadian ~~United~~and ~~States~~U.S. ofdollars, ~~America applicable to a going concern which contemplates the realization of assets~~ and ~~liquidation~~incurred ofcertain ~~liabilities~~expenses denominated in Canadian ~~the normal course of business~~dollars. The Company's ~~has~~functional ~~not~~and ~~yet~~reporting ~~established~~currency anis ~~ongoing~~the ~~source~~U.S. dollar. ofTransactions ~~revenues~~denominated ~~sufficient~~in toforeign ~~cover~~currencies ~~its~~are ~~operating~~translated ~~costs~~into ~~and~~U.S. dollars ~~allow~~at itexchange torates ~~continue~~in aseffect aon ~~going~~the ~~concern.~~date ~~The ability~~ of the ~~Company~~transactions. toAssets ~~continue~~and liabilities asare atranslated ~~going~~using ~~concern~~exchange isrates ~~dependent~~at on the ~~Company~~end ~~obtaining~~of ~~adequate~~each ~~capital~~period. Exchange togains ~~fund~~or ~~operating~~ losses ~~until~~on ittransactions ~~becomes~~are ~~profitable.~~included Ifin ~~the Company is unable to obtain adequate capital, it could be forced to cease operations~~earnings.

InRANCHO ~~order~~SANTA toMONICA ~~continue as a going concern~~DEVELOPMENTS, ~~the Company will need, among other things, additional capital resources~~INC. ~~Management’s~~Notes ~~plan is~~ to ~~obtain such resources for~~ the Consolidated ~~Company~~Financial byStatements ~~obtaining~~(Unaudited) capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

~~The~~Impairment ~~ability~~ of ~~the~~Goodwill ~~Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph~~ and ~~eventually~~Indefinite-Lived ~~secure~~Intangible Assets other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~NOTE~~The 3Company periodically reviews the carrying value of –intangible ~~SIGNIFICANT~~assets ~~ACCOUNTING~~not ~~POLICIES~~subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually for impairment using fair value measurement techniques. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The estimates of fair value of a reporting unit, generally the Company’s operating segments, are determined using various valuation techniques with the primary technique being a discounted cash flow analysis. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit.

~~Use~~The impairment test for other intangible assets not subject to amortization consists of ~~Estimates~~a comparison of the fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of intangible assets not subject to amortization are determined using various discounted cash flow valuation methodologies. Significant assumptions are inherent in this process, including estimates of discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets.

~~The~~Recent ~~preparation~~Accounting of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.Pronouncements

~~Recent~~In ~~Accounting~~May ~~Pronouncements~~2009, the FASB issued FAS 165 (ASC 855-10), “Subsequent Events”. This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). FAS 165 (ASC 855-10) requires an entity to disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. It is effective for interim and annual periods ending after June 15, 2009. The adoption of FAS 165 (ASC 855-10) did not have a material impact on the Company’s financial condition or results of operation.

In ~~April~~June 2009, the FASB issued ~~FSP~~SFAS No. ~~FAS~~168 ~~157~~(ASC 105-410), ~~“Determining~~The FASB ~~Fair~~Accounting ~~Value~~Standards ~~When~~Codification ~~the Volume~~ and ~~Level~~the Hierarchy of ~~Activity~~Generally ~~for~~Accepted Accounting ~~the~~Principles ~~Asset~~(“SFAS 168” or ~~Liability~~ASC ~~Have~~105-10). ~~Significantly~~SFAS ~~Decreased~~168 ~~and~~(ASC ~~Identifying~~105-10) establishes ~~Transactions~~the ~~That~~Codification ~~Are~~as ~~Not~~the ~~Orderly”~~sole ~~(“FSP~~source ~~FAS~~of ~~157-4”). FSP~~authoritative ~~FAS~~accounting principles ~~157-4~~recognized ~~provides~~by ~~guidance~~the onFASB ~~estimating~~to ~~fair~~be ~~value~~applied ~~when~~by ~~market~~all ~~activity~~nongovernmental ~~has~~entities in ~~decreased~~the ~~and~~preparation onof ~~identifying~~financial ~~transactions~~statements ~~that~~in ~~are~~conformity ~~not~~with ~~orderly~~GAAP. ~~Additionally,~~ ~~entities~~SFAS ~~are~~168 (ASC ~~required~~105-10) towas ~~disclose~~prospectively ineffective ~~interim~~for ~~and~~financial ~~annual~~statements ~~periods~~issued ~~the~~for fiscal ~~inputs~~years ~~and~~ending ~~valuation~~on ~~techniques~~or ~~used~~after toSeptember ~~measure~~15, ~~fair~~2009, ~~value. This~~and ~~FSP~~interim isperiods ~~effective~~within those ~~for~~fiscal ~~interim~~years. ~~and~~The ~~annual~~adoption ~~periods~~of ~~ending~~SFAS ~~after~~168 ~~June~~(ASC 15105-10) on July 1, 2009~~. The~~ did not impact the Company’s ~~does~~results of operations or financial condition. The Codification did not ~~expect~~change ~~the~~GAAP; ~~adoption~~however, ofit ~~FSP~~did ~~FAS~~change ~~157-4~~the ~~will~~way ~~have~~GAAP is organized and presented. As a ~~material~~result, these changes impact onhow ~~its~~companies reference GAAP in their financial ~~condition~~statements orand ~~results~~in oftheir ~~operation~~significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

RANCHO SANTA MONICA DEVELOPMENTS, INC.Notes to the Consolidated Financial Statements(Unaudited)

In addition to the pronouncement noted above, there were ~~NOTE~~various 3other –accounting ~~SIGNIFICANT~~standards ~~ACCOUNTING~~and ~~POLICIES~~interpretations ~~(CONTINUED)~~issued recently, none of which are expected to a have a material impact on our consolidated financial position, operations or cash flows. NOTE 2 – GOING CONCERN

~~Recent~~The ~~Accounting~~accompanying ~~Pronouncements~~unaudited ~~(continued)~~consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. The Company currently has a working capital deficit of $342,720, a stockholders’ deficit of $25,374 and an accumulated deficit of $923,079 as of August 31, 2009. In addition, the Company has generated net losses of $614,873 during the nine months ending August 31, 2009. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

In ~~October~~order ~~2008,~~to ~~the~~continue ~~FASB~~as ~~issued~~a ~~FSP~~going ~~No. FAS 157-3~~concern, ~~“Determining~~ the ~~Fair~~Company ~~Value~~intends ofto continue ato ~~Financial~~develop ~~Asset~~its ~~When~~specialized ~~the~~web ~~Market~~hosting ~~for~~technology. ~~That~~Until ~~Asset~~ profitability is ~~Not Active~~reached,” ~~(“FSP~~the ~~FAS~~Company ~~157-3”)~~will need, ~~which~~among ~~clarifies~~other ~~application~~things, ofadditional ~~SFAS~~capital resources. ~~157~~Management’s inplan ais ~~market~~to ~~that~~obtain issuch ~~not~~resources ~~active. FSP~~for ~~FAS~~the ~~157-3~~Company ~~was~~by obtaining ~~effective~~capital ~~upon~~from ~~issuance,~~management ~~including~~and ~~prior~~significant ~~periods~~shareholders ~~for~~sufficient ~~which~~to meet ~~financial~~its ~~statements~~minimum ~~have~~operating ~~not~~expenses ~~been~~and ~~issued. The~~seeking ~~adoption~~equity ofand/or ~~FSP~~debt ~~FAS~~financing. However, ~~157-3~~management ~~had~~cannot noprovide ~~impact~~any onassurances that the Company’s ~~results~~will ofbe successful ~~operations,~~in ~~financial~~accomplishing ~~condition~~any orof ~~cash~~its ~~flows~~plans.

InThe ~~December~~financial ~~2008,~~statements ~~the~~do ~~FASB~~not ~~issued~~include ~~FSP~~any ~~No.~~adjustments ~~FAS~~to reflect ~~140-4~~the ~~and~~possible ~~FIN~~future ~~46(R)-8,~~effects ~~“Disclosures~~on bythe ~~Public~~recoverability ~~Entities~~and ~~(Enterprises)~~classification ~~about Transfers~~ of assets ~~Financial~~or ~~Assets~~the amounts and ~~Interests~~classification inof ~~Variable~~liabilities ~~Interest~~that ~~Entities.” This~~may ~~disclosure-only~~result ~~FSP~~from ~~improves~~ the possible ~~transparency~~inability of ~~transfers of financial assets and an enterprise’s involvement with variable interest entities, including qualifying special-purpose entities. This FSP is effective for~~ the ~~first reporting period (interim or annual) ending after December 15, 2008, with earlier application encouraged. The~~ Company ~~adopted~~to ~~this~~continue ~~FSP~~as ~~effective~~a ~~January~~going ~~1, 2009~~concern. ~~The~~NOTE 3 ~~adoption~~– ofSIGNIFICANT ~~the~~EVENTS ~~FSP had no impact on the Company’s results of operations, financial condition or cash flows.~~

In December 2008, the ~~FASB~~Company ~~issued~~acquired ~~FSP~~AptHost ~~No.~~Communications USA ~~FAS~~Ltd ~~132~~(R“Apthost”)-1, ~~“Employers’~~by ~~Disclosures~~acquiring ~~about~~all ~~Postretirement~~of ~~Benefit~~the ~~Plan~~outstanding ~~Assets”~~capital ~~(“FSP~~stock ~~FAS~~of Apthost, ~~132(R)-1”). FSP~~valued ~~FAS~~at ~~132(R)-1~~$250,000, ~~requires~~by ~~additional~~issuing ~~fair~~500,000 ~~value~~common ~~disclosures~~shares ~~about~~(the ~~employers’~~shares ~~pension~~had ~~and~~a quoted ~~postretirement~~market ~~benefit~~price ~~plan~~of ~~assets~~$0.50 ~~consistent~~per ~~with~~share ~~guidance~~on ~~contained~~the indate ~~SFAS 157~~of acquisition). ~~Specifically,~~ ~~employers~~In ~~will~~May be2009, the ~~required~~Company toissued ~~disclose~~additional ~~information~~consideration ~~about~~for ~~how~~the ~~investment~~purchase ~~allocation~~of ~~decisions~~Apthost ~~are~~whereby the ~~made,~~Company ~~the~~issued ~~fair~~500,000 ~~value~~shares of ~~each~~common ~~major~~stock, ~~category~~valued at $250,000 to the former shareholders of ~~plan~~AptHost. ~~assets~~The ~~and~~total ~~information~~consideration ~~about~~of the ~~inputs~~1,000,000 ~~and~~shares of ~~valuation~~the ~~techniques~~Company’s ~~used~~common tostock ~~develop~~issued for the ~~fair~~purchase ~~value~~of ~~measurements~~Apthost ofwas ~~plan~~valued ~~assets~~at $500,000. ~~This~~In ~~FSP~~addition isto ~~effective~~the ~~for~~1,000,000 ~~fiscal~~shares ~~years~~that ~~ending~~were ~~after~~issued ~~December 15,~~to ~~2009. The~~the ~~Company~~former shareholders ~~does~~of ~~not~~Apthost, ~~expect~~ the ~~adoption~~former shareholders of ~~FSP~~Apthost ~~FAS~~also ~~132(R)~~signed non-1compete ~~will~~agreements ~~have~~with athe ~~material~~Company. ~~impact~~The on1,000,000 ~~its~~shares ~~financial~~issued ~~condition~~as consideration orare ~~results~~subject ofto ~~operation~~a two year lock-up period.

InThe ~~September~~acquisition ~~2008,~~was ~~the~~accounted ~~FASB~~for ~~issued~~in ~~exposure~~accordance ~~drafts~~with ~~that eliminate qualifying special purpose entities from~~ the provisions ~~guidance~~of Statement of ~~SFAS~~Financial Standards No. ~~140~~141 (ASC 805), “~~Accounting~~Business Combinations.” ~~for~~The ~~Transfers~~total ~~and~~purchase ~~Servicing~~price, net of ~~Financial Assets~~cash ~~and Extinguishments~~received of ~~Liabilities~~$22,”153 ~~and FASB Interpretation~~was preliminarily 46allocated ~~(revised~~to ~~December~~goodwill ~~2003),~~based ~~“Consolidation~~on ~~of Variable Interest~~the ~~Entities −~~estimated anfair ~~interpretation~~values. ~~of ARB~~ No. ~~51,”~~other tangible asor ~~well~~intangible asassets ~~other~~were ~~modifications~~recorded. ~~While~~ ~~the~~The ~~proposed~~preliminary ~~revised~~allocation ~~pronouncements~~of ~~have~~the purchase ~~not~~price ~~been~~was ~~finalized~~based ~~and~~upon ~~the~~valuation ~~proposals~~data ~~are~~as ~~subject~~of toDecember ~~further~~1, ~~public~~2008. ~~comment~~During August 2009, the Company ~~anticipates~~determined that the ~~changes~~goodwill ~~will~~and ~~not~~any ~~have~~intangible aassets acquired ~~significant~~in ~~impact on~~ the ~~Company’s~~Apthost ~~financial~~transaction ~~statements. The~~were ~~changes~~impaired ~~would~~and berecorded ~~effective~~an ~~March~~impairment loss 1,of ~~2010~~$477, ~~on a prospective basis~~847.

~~NOTE~~RANCHO 4SANTA –MONICA ~~SIGNIFICANT~~DEVELOPMENTS, ~~EVENTS~~INC. Notes to the Consolidated Financial Statements (Unaudited)

~~On December 1, 2008 the Company, entered into an Agreement to purchase all of the outstanding shares of AptHost Communications USA Ltd (“~~Apthost”)’s ~~whereby~~results ~~the Company would issue 1,000,000 shares~~ of ~~its~~operations ~~common~~have ~~stock~~been ~~for~~included ~~500,000~~in ~~shares of~~ the consolidated ~~common~~financial ~~stock~~statements ofsince ~~AptHost representing all~~ the ~~outstanding~~date ~~shares~~ of ~~AptHost~~acquisition. The shares were issued to three shareholders of AptHost consisting of Brian French, Cody McLain, and Josuee Shang Ortiz (the “Shareholders’). The Shareholders in addition signed non-compete agreements with the Company. The shares are subject to a two year lock-up period as per the Agreement.

Due to ~~pending litigation between~~ the ~~two~~sale ~~parties over certain aspects~~ of ~~the~~Apthost ~~purchase~~on ~~and~~December ~~the resulting uncertainty of the acquisition~~4, ~~results for AptHost were not included in the Company’s filing for the period ending February 28,~~ 2009~~. During~~ ~~the~~(see ~~period~~footnote ~~ended May 31, 2009, all disputes were resolved and~~ 7) the ~~purchase was finalized. These financial statements report the consolidated results of both companies as of December 1, 2008. The~~ Company ~~will~~is ~~file~~unable anto ~~amended~~provide ~~10Q~~proforma information for ~~the~~prior ~~period ended February 28, 2009 to reflect this change~~periods.

~~ITEM~~NOTE 2.4 ~~MANAGEMENT'S~~– ~~DISCUSSION~~RELATED ~~AND~~PARTY ~~ANALYSIS OR PLAN OF OPERATION.~~TRANSACTIONS

~~Cautionary~~During ~~Statement~~the ~~Regarding~~nine ~~Forward~~months ended August 31, 2009, non-~~Looking~~interest bearing ~~Statements~~due on demand advances were made to the Company by officers totaling $83,327. These advances were made to assist in funding operations. As of August 31, 2009 and November 30, 2008, total advances were $187,084 and $103,757, respectively.

~~This~~NOTE ~~quarterly~~5 ~~report~~– contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. DEBT

~~Although~~As weof ~~believe~~November ~~that~~30, 2008, the ~~expectations~~Company ~~reflected~~had innotes ~~the~~payable of ~~forward-looking~~$50,000 ~~statements~~and ~~are~~convertible ~~reasonable~~notes payable of $112,500 we(a ~~cannot~~beneficial ~~guarantee~~conversion feature ~~future~~totaling ~~results~~$112, ~~levels~~500 was recognized at inception of ~~activity,~~the ~~performance~~convertible ordebt that ~~achievements.~~has ~~Except~~been fully amortized as ~~required~~interest ~~by applicable~~expense ~~law~~as of August 31, ~~including~~2009). During the ~~securities~~nine ~~laws~~months ofended ~~the~~August ~~United~~31, ~~States~~2009, weno dopayments ~~not intend~~were tomade ~~update~~on ~~any~~these notes. All of the ~~forward-looking~~notes ~~statements~~and toconvertible ~~conform~~notes ~~these statements~~are tocurrently ~~actual~~past ~~results~~due and in default. All loans are collateralized by the assets of the company.

~~Our~~NOTE ~~unaudited~~6 ~~interim~~– financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our unaudited interim financial statements and the related notes that appear elsewhere in this quarterly report. EQUITY

InThe ~~this~~Company ~~quarterly~~is ~~report,~~authorized ~~unless otherwise specified, all references~~ to ~~"common~~issue ~~shares"~~up ~~refer~~ to ~~common~~100,000,000 shares ~~in the capital~~ of ~~our~~ ~~company~~Preferred ~~and the terms "we"~~Stock, ~~"us" and "our" mean Rancho Santa Monica Developments, Inc~~$0.0001 ~~and~~par ~~it’s~~value ~~wholly~~per ~~owned subsidiaries~~share.

~~Corporate~~The ~~Background~~Company is authorized to issue up to 100,000,000 shares of Common Stock, $0.0001 par value per share, of which no shares are currently reserved for future contractual issuances.

~~Our~~On ~~company~~December ~~currently~~1, ~~owns and operates a specialized web hosting company~~2008, ~~AptHost~~the ~~Communications~~Company ~~USA~~issued ~~Inc. (“AptHost”) (www.apthost.com). Our client base exceeds 3~~1,000 ~~clients and estimated annual sales are over $700~~,000 ~~with~~shares ~~an average~~ of ~~two hundred new~~ ~~signups~~restricted acommon ~~month.~~stock Tofor ~~service~~all ~~our~~the ~~growing~~outstanding ~~client~~shares ~~base,~~of ~~we have over 150 dedicated servers and 33 Virtual Private Servers~~Apthost, ~~Reseller,~~valued ~~and Semi-Dedicated Servers. We~~at ~~primarily host clients who require FFMPEG codex~~$500, ~~a computer program that can record, convert and stream digital audio and video in numerous formats~~000.

InOn ~~addition~~August ~~to our AptHost operation~~5, ~~we own a resort property in Tulum~~2009, ~~Mexico. The resort, named Hotel ParaYso, is an ocean front property hotel located on~~ the ~~Caribbean~~Company ~~beaches~~issued ~~of Tulum~~71,427 ~~Quintana~~shares ~~Roo, Mexico. Our Company owns a resort property and in addition to the management~~ of ~~its~~ ~~operations,~~restricted ~~has~~common ~~constructed~~stock ~~certain facilities and provides management services~~ for ~~the~~net ~~apartment~~proceeds ~~units~~of ~~constructed on the adjoining property~~$25,000.

~~Recent~~NOTE ~~Corporate~~6 ~~Developments~~– SEGMENT INFORMATIONWe have two reporting segments:

~~We experienced the following significant developments through May 31st , 2009:~~ •

1.Rancho OnSanta ~~May~~Monica ~~8th,~~Development ~~2009,~~- ~~entered~~separately ~~into~~owns aand ~~settlement~~operates property ~~agreement with~~ (the ~~shareholders~~“Solidaridad ~~of AptHost whereby we issued an additional 500,000 shares of common stock (for cumulative sum of 1,000,000 shares~~Property”) in ~~Rancho~~Tulum, ~~to the former shareholders of AptHost~~Mexico. 2.The Onhotel ~~May~~has ~~8th,~~been ~~2009~~open since ~~Cody~~February ~~McLain was appointed as President and Director of AptHost and Joshuee Shang Ortiz as Officer and Director of AptHost. 3. On May 8th~~7, ~~2009 US Nevada Southern District Court case 0902-224 was dismissed with prejudice~~2007. 4.Rancho Onalso ~~May~~manages ~~15th,~~the ~~2009~~adjoining ~~Joshue~~11 ~~Shang~~hotel ~~Ortiz~~suites ~~resigned~~and receives asincome anfrom ~~Officer~~the ~~and~~supply ~~Director~~ of ~~AptHost.~~management 5services. ~~On May 29th, 2009, SoftLayer Technologies Inc. was dismissed with prejudice.~~

~~2.1 AptHost Communications USA Inc. (www.apthost.com)~~ •

~~2.1.1~~AptHost ~~Summary~~Communications USA Ltd - a wholly-owned subsidiary that provides domain registration and web hosting services worldwide.

~~Founded~~The inaccounting ~~2000~~policies ~~and~~of ~~based~~the insegments ~~Seattle,~~are ~~WA,~~the ~~AptHost~~same ~~provides~~as those ~~domain~~described ~~registration~~in ~~and~~the ~~web~~summary ~~hosting~~of ~~services,~~significant ~~worldwide~~accounting policies. ~~This~~The ~~segment~~Company evaluates the financial performance of ~~our company~~its ~~currently~~segments ~~has~~based ~~sales~~on ~~totaling~~profit ~~over~~or ~~$52~~loss from operations before income taxes,~~000~~ ~~per~~not ~~month~~including nonrecurring gains and ~~hosts~~losses ~~3,000+~~and ~~clients~~foreign ~~and~~exchange ~~services~~gains ~~18,000+~~and ~~domains~~losses. ~~AptHost.com~~The ~~plans~~Company's toreportable ~~focus~~segments onare ~~the~~strategic business units that ~~following~~are ~~markets:~~in different industries and require different marketing strategies.

	(1)	FFMPEG Hosting for Shared, Reseller, VPS, Semi-Dedicated and Dedicated Servers
	(2)	Management Service for Dedicated Servers
	(3)	Domain registration and management
	(4)	Digital streaming solutions
	(5)	Security products

RANCHO SANTA MONICA DEVELOPMENTS, INC.
Notes to the Consolidated Financial Statements
(Unaudited)

~~Our~~Consolidated ~~company~~revenues ~~was~~from ~~the~~external ~~first company in the world to bring shared FFMPEG hosting to the web hosting market. AptHost’s customer base includes personal use consumers as well as business~~ customers., ~~Our~~operating ~~business~~income ~~clients~~(loss), ~~span~~identifiable ~~all~~assets, ~~types of businesses~~depreciation, ~~including~~amortization ~~start-ups.~~and ~~Bringing~~impairment ~~FFMPEG Video hosting to a shared hosting market has sparked a major industry boom~~expense, ~~making it~~ ~~affordable~~and ~~for~~capital ~~virtually~~expenditures ~~anyone~~were toas ~~have~~follows: ~~their own video website.~~

Projected revenues at the company’s current growth rate for 2009, is $794,000. To date, the company has not sought any initial investment and has been cash flow positive since March 2007.

		For the Three Months Ended						For the Nine Months Ended
		August 31,						August 31,
		2009			2008			2009			2008
REVENUES:
Rancho Santa Monica Development	$	13,887		$	11,992		$	96,646		$	60,939
AptHost Communications USA Ltd		132,376			-			501,468			-
Total Revenue	$	146,263		$	11,992		$	598,114		$	60,939
INCOME (LOSS) FROM
OPERATIONS:
Rancho Santa Monica Development	$	2,051		$	(24,668	)	$	(2,930	)	$	(24,187	)
AptHost Communications USA Ltd		(522,138	)		-			(545,292	)		-
Total Loss from Operations		(520,087	)		(24,668	)		(548,222	)		(24,187	)
OTHER EXPENSE		(9,049	)		(1,500	)		(66,651	)		(4,500	)
NET LOSS	$	(529,136	)	$	(26,168	)	$	(614,873	)	$	(28,687	)


								August 31,			November 30,
								2009			2008
INDENTIFIABLE ASSETS:
Rancho Santa Monica Development							$	350,608		$	300,631
AptHost Communications USA Ltd								8,977			-
Total Identifiable Assets							$	359,585		$	300,631


		For the Three Months Ended						For the Nine Months Ended
		August 31,						August 31,
		2009			2008			2009			2008
DEPRECIATION, AMORTIZATION
AND IMPAIRMENT:
Rancho Santa Monica Development	$	1,924		$	1,924		$	5,770		$	5,978
AptHost Communications USA Ltd		477,847			-			477,847			-
Total Depreciation, Amortization and Impairment	$	479,771		$	1,924		$	483,617		$	5,978
CAPITAL EXPENDITURES:
Rancho Santa Monica Development	$	26,702		$	-		$	26,702		$	140,500
AptHost Communications USA Ltd		-			-			-			-
Total Capital Expenditures	$	26,702		$	-		$	26,702		$	140,500

~~Mission~~RANCHO SANTA MONICA DEVELOPMENTS, INC. Notes to the Consolidated Financial Statements (Unaudited)

~~The~~NOTE ~~mission~~7 of– ~~AptHost.com~~SUBSEQUENT provides a complete hosting solution designed to meet the growing demands of the video hosting market. It aims to service a wide range of clients and to make FFMPEG video hosting affordable for anyone in need of a high quality video website. EVENTS

~~AptHost.com~~The ~~has~~Company ~~established~~evaluated asubsequent ~~reputation~~events ~~for~~through ~~quality~~November ~~service at~~30, an2009, ~~affordable~~which ~~price~~is ~~and plans to enhance its image in~~ the ~~industry~~date ~~as a top solution provider. The company is also a developer of advanced software applications that cater to~~ the ~~various~~financial ~~market~~statements ~~niches~~were ~~that~~issued ~~offer~~and ~~vertical~~there ~~growth opportunities.~~were ~~Below are a few of the opportunities our company has already~~no ~~identified~~other assignificant ~~targets~~subsequent toevents ~~expand services~~ to ~~sub-markets within the web hosting industry:~~ report.

~~Social~~Effective ~~Media/Video~~December ~~Sharing~~4, 2009 the Company, entered into an agreement to sell all of the assets, including but not limited to all intellectual property, domain names and contracts, of AptHost Communications USA Ltd (“Apthost”) to Hostgator.com LLC in exchange for $100,000.

~~Tomacat~~NOTE ~~Hosting~~8 – RESTATEMENT

~~Joomla~~The ~~Hosting~~Company has restated the Statements of Operations for the three and nine month periods ended August 31, 2008 for the correction to the weighted average number of common shares outstanding - basic and diluted. The August 31, 2008 financial statements erroneously reported 7,866,999 outstanding shares at August 31, 2008 versus 7,846,999 shares that were actually outstanding. The August 31, 2008 financial statements erroneously reported 7,866,999 and 7,854,499 weighted average number of common shares outstanding versus 7,846,999 and 7,813,908 weighted average number of common shares that were outstanding for the three and nine months ended August 31, 2008, respectively. There was no effect on loss per share as a result of this error.

~~Managed~~The ~~Hosting~~Company ~~Automation~~has ~~Tools~~restated the Statement of Cash Flows for the nine month period ended August 31, 2008 to properly present the $8,991 Due to related parties as cash flows from financing activities versus cash flows from operating activities as originally reported. As a result for the nine months ended August 31, 2008, net cash used in operating activities decreased from $10,196 to $1,205 and net cash provided by financing activities decreased from $153,500 to $144,509.

~~Products~~The Company has restated the Balance Sheet as of November 30, 2008 for errors in applying the Company’s common stock par value to its common stock transactions. The resulting correction decreases common stock by $7,082 to $785 and ~~Services~~increases additional paid-in capital of $364,838 to $371,920 at November 30, 2008.

~~AptHost.com~~NOTE ~~currently~~9 ~~provides~~– ~~Shared,~~COMMITMENTS ~~Reseller,~~AND ~~Virtual Private~~CONTINGENCIES Servers, Semi-Dedicated and Dedicated Hosting solutions. The company currently hosts approximately 18,000 domains on its shared servers alone. Additionally, the company hosts and manages over 85 dedicated servers which have an unknown number of domains.

~~AptHost~~We ~~feels~~commenced ~~that~~an ~~the~~action ~~FFMPEG~~on ~~market~~February ~~segment~~3rd, ~~has~~2009 ~~largely~~against ~~been~~the ~~over~~principals ~~looked~~of byAptHost ~~the~~and ~~larger~~its ~~hosting~~affiliated companies ~~because~~for breach of ~~the~~contract, intentional ~~amount~~interference ofwith ~~"specialty~~business, fraudulent conveyance, and both ~~support"~~preliminary ~~required~~and bypermanent ~~this~~injunctive ~~segment~~relief. ~~AptHost.com~~On ~~has~~May ~~overcome~~8, ~~this~~2009 byUS ~~developing~~Nevada Southern ~~proprietary~~District ~~software~~Court ~~that~~case ~~enables~~0902-224 uswas todismissed ~~provide~~with ~~faster~~prejudice. ~~support~~The ~~with~~parties ~~less staff.~~entered Weinto ~~have~~a ~~through~~settlement ~~this~~agreement ~~software~~whereby ~~managed~~the tosellers ~~keep~~received ~~our~~1,000,000 ~~staffing~~shares ~~levels~~in RSDV ~~down~~ and ~~maintain~~ ~~higher~~the ~~quality~~buyers ofwere ~~support~~fully atentitled ~~the~~to ~~same~~ownership ~~time~~of AptHost.

~~With~~ITEM ~~current Staff, hardware and facilities, the company can do the following:~~ 2.

~~Provide~~MANAGEMENT'S DISCUSSION ~~shared~~AND ~~hosting~~ANALYSIS ~~for~~OR ~~over~~PLAN ~~3,000~~OF ~~clients~~OPERATION.

~~Provide~~Cautionary ~~VPS~~Statement ~~Hosting~~Regarding ~~for~~Forward-Looking ~~150+ clients~~ Statements

~~Design~~This quarterly report contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and ~~build~~Section ~~database~~21E ~~driven~~of ~~web~~the ~~solutions~~Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

~~Provide~~Although ~~Managed~~we ~~Dedicated~~believe ~~Server~~that ~~solutions~~the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to ~~500+~~update ~~customers~~any of the forward-looking statements to conform these statements to actual results.

~~Offer~~Our ~~domain~~unaudited ~~registration~~interim ~~services~~financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles. The following discussion should be read in conjunction with our unaudited interim financial statements and the related notes that appear elsewhere in this quarterly report.

~~Offer~~In ~~SSL~~this ~~certificates~~quarterly report, unless otherwise specified, all references to "common shares" refer to common shares in the capital of our company and the terms "we", "us" and "our" mean Rancho Santa Monica Developments, Inc. and its wholly owned subsidiaries.

~~Results~~Corporate ofBackground ~~Operations~~

~~Revenue~~Our ~~for~~company ~~the~~currently ~~three~~owns ~~months~~and ~~ended~~operates ~~May~~a ~~31,~~specialized ~~2009~~web hosting ~~increased~~company, ~~610% over~~AptHost ~~the~~Communications ~~same~~USA ~~period~~Inc. ~~ended~~(“AptHost”) ~~May~~(www.apthost.com). ~~31,~~Our ~~2008~~client ~~due~~base toexceeds ~~the~~3,000 ~~acquisition~~clients and ofestimated ~~AptHost~~annual ~~which contributed~~sales are over $~~222~~500,000 inwith ~~revenue~~an ~~during~~average ~~the~~of ~~period.~~two ~~During~~hundred ~~the~~new signups ~~six~~a ~~months ended~~month. ~~May~~To ~~31,~~service ~~2009~~our ~~revenue~~growing ~~increased~~client bybase, ~~937%~~we have over ~~the~~150 ~~same~~dedicated servers ~~period~~and ~~ended~~33 ~~May~~Virtual 31Private Servers, ~~2008~~ ~~again~~Reseller, ~~due~~and toSemi-Dedicated ~~the~~Servers. ~~exceptional~~We primarily ~~performance~~host ofclients ~~AptHost.~~who ~~During~~require ~~this~~FFMPEG ~~period~~codex, ~~AptHost~~ ~~contributed~~a ancomputer ~~additional~~program ~~$424~~that can record,~~927~~ convert and stream digital audio and video in ~~revenue.~~numerous formats.

~~Below~~In isaddition to our AptHost operation, we own a ~~graphical~~resort ~~summary~~property in Tulum, Mexico. The resort, named Hotel ParaYso, is an ocean front property hotel located on the Caribbean beaches of ~~Revenue~~Tulum, ~~for~~Quintana ~~2008~~Roo, ~~and~~Mexico. ~~2009~~Our Company, in addition to the management of its resort property, has constructed ~~date~~certain ~~respectively:~~facilities and provides management services for apartment units constructed on adjoining property.

~~During~~Recent ~~the~~Corporate ~~three~~Developments months and six months ended May 31, 2009 the Company saw total operating expenses increase by 872% and 891% over the same periods ended May 31, 2008, respectively. This increase is related to the acquisition and operation of AptHost. The company spent over $30,000 in litigation costs related to malicious code imbedded by since terminated employees. This accounted for 127% of the change in total operating expenses for the three months ended May 31, 2009. Both segments of the Company have seen general and administrative expenses decline as a percentage of revenue over the last two fiscal quarters. The Company attributes this to the finalization of the merger and expects this trend to continue as management and employees are able to focus on building each segment of the business.

~~Interest~~We ~~expense~~experienced ~~increased dramatically over~~ the ~~three~~following ~~and six~~significant ~~month~~developments periods ended May 31, 2009 due to expenses related to the amortization of a beneficial conversion feature of its convertible debt. This convertible feature is being amortized the year of the conversion window which ends during the ~~reporting~~nine ~~period~~months ended August 31, 2009.: Without this non cash amortization of the conversion feature, revenues for the three and six month periods ended May 31, 2009 and 2008 would have improved from losses of $44,874 and $30,056 to income of $6,181 and $24,194.

~~Over~~1. ~~the~~On ~~last two months~~ May ~~and~~8, ~~June~~2009, ~~AptHost~~entered ~~has~~into ~~gone through~~ a ~~litigation~~settlement ~~process~~agreement ~~involving~~with the ~~discovery~~shareholders of ~~malicious~~AptHost ~~code~~whereby onwe ~~its servers~~issued ~~and~~an ~~network.~~additional ~~The~~500,000 ~~code~~shares ~~has~~of ~~since~~common ~~been~~stock ~~removed~~(for ~~and~~cumulative ~~involving~~sum ~~employees~~of ~~are no~~1,000,000 ~~longer~~shares) ~~with~~in ~~the~~Rancho ~~company. AptHost has since moved~~ to athe ~~new~~former ~~datacenter~~shareholders ~~to fulfill~~of ~~its~~AptHost. ~~customer needs for better service and uptime~~2. AsOn aMay ~~result~~8, ~~the Company~~2009 ~~can~~Cody ~~now~~McLain ~~report~~was ~~its~~appointed ~~services~~as ~~have~~President ~~been expanded to offer 24/7 online support~~ and anDirector ~~upgrade~~ of ~~its~~AptHost ~~Hosting~~and ~~Services~~Joshuee ~~with~~Shang ~~the~~Ortiz ~~addition~~as ~~of using The Planet Internet Services to provide web hosting services. Due to these improvements, the company expects~~ an ~~upward~~Officer ~~trend in both sales~~ and ~~customer base,~~Director ~~even~~of ~~without~~AptHost. ~~significant advertising increases~~3. InOn ~~other~~May ~~words~~8, ~~even~~2009 ~~if the~~US ~~status~~Nevada ~~quo~~Southern isDistrict ~~maintained,~~Court ~~with~~case no0902-224 ~~advertising~~was ~~injection,~~dismissed wewith ~~do still expect a positive upwards trend~~prejudice.

~~Monthly~~AptHost ~~New~~Communications ~~Sign~~USA ~~Ups~~Inc. (www.apthost.com)

~~During~~Summary the calendar year from January 2008 through December 2008 the company has double the rate at which clients are signing up for service. We attribute much of our rapid growth and ability to add new clients at such a fast pace to our proprietary software that has allowed us to provide faster support to our clients. Being the market leader in the development of this segment of video hosting has allowed us to get ahead of our competition and develop a reputation for having the latest and best webhosting technology. Below is a summary of the monthly new signups for 2008 and 2009 to date respectively:

~~Again,~~Founded asin a2000 ~~result~~and ofbased ~~the~~in ~~last~~Seattle, ~~two~~WA, ~~months~~AptHost ofprovides domain ~~litigation~~registration and ~~the~~web ~~discovery~~hosting ofservices ~~malicious~~worldwide. ~~code~~This onsegment ~~its~~of ~~servers~~our company ~~and~~currently ~~network,~~has wesales ~~resulted~~totaling inover ~~decrease~~$60,000 inper ~~new~~month ~~signups.~~and ~~The~~hosts ~~code~~3,000+ clients ~~has since been removed~~ and ~~involving~~services ~~employees~~18,000+ ~~are~~domains. ~~no longer with the company~~AptHost. Wecom ~~expect~~plans to ~~reestablish~~focus aon ~~positive trend of new signups in~~ the following ~~months~~markets: ~~to come.~~

Market Analysis

(1)	FFMPEG Hosting for Shared, Reseller, VPS, Semi-Dedicated and Dedicated Servers
(2)	Management Service for Dedicated Servers
(3)	Domain registration and management
(4)	Digital streaming solutions
(5)	Security products

~~Industry~~Our ~~analysts~~company ~~predict~~was ~~that~~one ~~the future~~ of ~~out-sourced~~the ~~web~~first ~~hosting~~companies isin ~~positive.~~the ~~Research~~world byto bring ~~top~~shared ~~ranked~~FFMPEG ~~industry~~hosting ~~analysts~~to ~~International~~the ~~Data~~web ~~Corporation,~~hosting ~~Forrester~~market. ~~Research~~AptHost’s ~~and~~customer ~~Ing~~base includes ~~Barings,~~personal ~~indicates~~use ~~that~~consumers ~~custom~~as ~~hosting~~well ~~solutions such~~ as ~~dedicated, co-located,~~business ~~and~~customers. ~~managed~~Our ~~services~~business clients ~~are~~span ~~the~~all ~~key~~types ~~growth areas~~ of ~~the future. Furthermore~~businesses, ~~research~~including ~~by Deutsche Bank states that managed services carry 45% margins and are considered the most important future source for web host providers~~start-ups.

~~AptHost.com~~Mission is already providing a wide selection of hosting services but what sets us apart are the specialty features we provide with them. Management feels that FFMPEG Hosting is going to see huge growth for years to come as more and more scripts become available that allow people with little or no experience to publish sites. Combined with our custom built automation processes, clients will be able to have a site setup and offering videos in a matter of minutes. These sites can have individual themes that cater to special interests and will all have the ability to earn money from advertising.

~~With~~The ~~this~~mission ~~opportunity,~~of ~~many~~AptHost.com ~~people~~provides ~~are~~a ~~rushing~~complete hosting solution designed to ~~publish~~meet ~~social~~the ~~media~~growing ~~sites~~demands ~~resulting~~of inthe ~~unprecedented~~video ~~growth~~hosting market. ~~Below~~It ~~are~~aims ~~articles~~to service ~~describing~~a ~~the~~wide ~~current~~range ~~market~~of ~~conditions~~clients and ~~helps~~to ~~demonstrate~~make ~~the~~FFMPEG ~~potential~~video ~~growth~~hosting ~~within~~affordable ~~the~~for anyone ~~industry~~in need of a high quality video website.

~~June~~AptHost.com ~~21,~~has ~~2007~~established a reputation for quality service at an affordable price and plans to enhance its image in the industry as a top solution provider. The company is also a developer of advanced software applications that cater to the various market niches that offer vertical growth opportunities. Below are a few of the opportunities our company has already identified as targets to expand services to sub-markets within the web hosting industry:

BySocial ~~Georg Szalai~~Media/~~The~~Video ~~Hollywood~~Sharing Reporter NEW YORK The global entertainment and media industry will expand at a 6.4 percent compound annual growth rate over five years to hit $2 trillion in 2011, according to PricewaterhouseCoopers’ “Global Entertainment and Media Outlook: 2007-2011.”
~~One~~Tomacat ~~estimate likely to cause a stir~~Hosting includes the prediction that U.S. spending on Internet advertising and access will surpass spending on newspaper publishing in 2009.Globally, PwC expects Internet advertising and access spending to grow from an estimated $177 billion in 2006 to $332 billion in 2011, making for a 13.5 percent compound annual growth rate.
~~Source~~Joomla ~~- http://bussola.wordpress.com/2007/06/22/global-media-outlook-2-tril-by-2011/~~Hosting
~~“There~~Managed ~~are~~Hosting 94Automation ~~million~~Tools Internet users in Japan (representing 73.8% of the population), according to Internet World Stats in June 2008. This was up 99.7% compared to 2000.” (Internet World Stats, August 2008) (source - http://www.etcnewmedia.com/review/default.asp?SectionID=11&CountryID=65)

~~Customers~~Products and ~~Target~~Services ~~Markets~~

~~The~~AptHost.com ~~company's~~currently ~~customer~~provides ~~base~~Shared, ~~includes~~Reseller, ~~all consumers and all~~Virtual ~~small-~~Private toServers, ~~medium~~Semi-~~sized~~Dedicated ~~businesses,~~and ~~including~~Dedicated ~~start-ups~~Hosting solutions. ~~They~~The ~~are~~company currently ~~mainly~~hosts ~~focused on~~approximately ~~developing~~18,000 ~~video~~domains ~~sharing~~on ~~and~~its ~~social~~shared ~~media~~servers ~~sites~~alone. Additionally, ~~with~~ the ~~potential~~company tohosts ~~branch out~~and ~~into~~manages ~~live~~over ~~streaming~~150 ~~and~~dedicated ~~eventually~~servers which have ~~their~~an ~~own~~unknown ~~online~~number TVof ~~station~~domains.

~~Target~~AptHost ~~Market~~feels ~~Segment~~that ~~Strategy~~the FFMPEG market segment has largely been over looked by the larger hosting companies because of the amount of "specialty support" required by this segment. AptHost.com has overcome this by developing proprietary software that enables us to provide faster support with less staff. We have, through this software, managed to keep our staffing levels down and maintain higher quality of support at the same time.

~~AptHost’s~~With ~~primary~~current ~~market~~staff, ~~niche~~hardware ~~was~~and ~~pursued due to its rapid growth potential. As a recently new market~~facilities, ~~it has shown potential opportunities to grow business within~~ the ~~FFMPEG market as well as significant opportunity to grow the~~ company ~~vertically~~can ~~into related markets. Being the first to bring~~do ~~FFMPEG to~~ the ~~shared~~following: ~~hosting market has been instrumental in building the AptHost brand and has positioned our company to take advantage of the current demand for video hosting websites.~~

~~Our~~Provide ~~secondary market is VPS and dedicated servers. This is a natural fit for us as many of our clients will outgrow their~~ shared ~~plans quickly~~hosting ~~due high demand~~ for ~~bandwidth~~over ~~and~~3,000 ~~other server resources for their sites. Our company anticipated this need and has secured sufficient VPS and dedicated server capacity to accommodate this need seamlessly for our~~ clients. ~~Although it is our secondary market, it is fast growing into a very profitable one with margins in the 40 to 60% range.~~
~~The~~Provide ~~third~~VPS ~~market~~Hosting for us150+ ~~is managed services. This market is, as is our secondary market, a derivative of the current strengths of the company. As~~ clients ~~move from shared to dedicated servers, most will not have the in~~ ~~house expertise to manage their own servers. AptHost offers 3 management plans to match the needs of each client.~~
~~Competition~~Design and build database driven web solutions
~~Competition~~Provide ~~comes~~Managed ~~from~~Dedicated ~~established~~Server ~~hosts currently offering similar hosting~~ solutions ~~and by new companies attempting~~ to ~~gain~~500+ ~~market~~customers ~~share.~~
~~Key~~Offer ~~competitors~~domain ~~are~~registration ~~detailed as follows:~~ services
~~Cirtex~~Offer &SSL ~~HostV~~certificates - An established company located in New York, NY. The owner of Cirtex started offering FFMPEG before us by a few months but only to VPS and dedicated server clients. Following our lead they soon started offering it on a shared platform as well. They have recently launched a second site called HostV that handles only Dedicated and VPS clients. Cirtex does not however seem to be interested in branding itself as a FFMPEG provider like AptHost.

~~Glowhost~~Results ~~- Entered the FFMPEG market in October~~ of ~~2007.~~Operations Similar to AptHost, they also offer a full selection of hosting platforms and are becoming known for supporting FFMPEG. The company seems to offer a good service however, they have been unable to capture the market share that AptHost has as evidenced by their popularity and traffic graphs show below.

~~Vistapages~~Revenue -for Athe ~~Canadian~~three ~~owned~~months ~~and~~ended ~~operated~~August ~~company~~31, ~~Vistapages~~2009 ~~has~~of ~~similar~~$146,263 was ~~roots~~an toincrease ~~AptHost.com~~of 1,120% ~~focusing~~over on the ~~Canadian~~same ~~market.~~period ~~Vistapages’~~ended ~~has~~August ~~experienced~~31, ~~success~~2008 ~~but~~of ~~they~~$11,992 due ~~have~~to ~~been~~the ~~unable~~acquisition toof ~~match~~ AptHost’s ~~growth~~which ~~rate~~contributed $132,376 in revenue during ~~last~~the ~~year.~~three ~~The~~month ~~company~~period ~~claims~~ended toAugust ~~have 12~~31,~~000~~ ~~domains~~2009. ~~hosted~~During ~~after~~the ~~four~~nine ~~years,~~months ~~which~~ended August is31, a2009 ~~significant~~revenue ~~number~~increased ofby ~~domains~~$537,175 ~~however~~or ~~AptHost~~881% ~~feels~~over ~~confident~~the ~~that~~nine ~~due~~month toperiod ~~Vistapages’~~ended ~~higher~~August ~~pricing~~31, 2008 ~~structure~~again ~~over~~due ~~all~~to ~~and~~the ~~poor~~acquisition ~~customer~~of ~~satisfaction account~~AptHost. itDuring ~~will~~this ~~continue~~nine tomonth ~~lag~~period, AptHost ~~behind~~contributed ~~AptHosts~~$501,468 ~~unmatched~~in ~~growth rate~~revenue.

~~AptHost.com~~During Inthe ~~order~~three toand ~~compare~~nine ~~AptHost~~months ~~with~~ended ~~its~~August ~~competitors~~31, ~~below~~2009 isthe Company ~~our~~saw ~~company’s~~total ~~Alexa~~operating ~~ranking.~~expenses Asincrease ~~can~~by be$151,843 ~~noted~~or 414% and $583,363 or ~~our~~685% ~~ranking~~over isthe ~~improving~~same ~~notably~~periods ~~each~~ended ~~month~~August as31, ~~more~~2008, respectively. These increases are primarily related to the acquisition and ~~more~~operation ~~visitors~~of ~~find~~AptHost. ~~their~~The Company ~~way~~also spent approximately $30,000 in litigation costs related to ~~the~~a malicious ~~site~~code embedded by terminated employees. ~~AptHost~~General and administrative isexpenses ~~not~~declined ~~only~~as ~~competitive~~a ~~with~~percentage ~~all~~of ~~its~~revenue ~~major~~over ~~competitors;~~the itlast ~~consistently~~two ~~outperforms~~fiscal ~~them~~quarters. The inCompany ~~some~~attributes this to the finalization of the ~~key~~acquisition ~~performance~~of ~~metrics~~Apthost and expects this trend to continue as management and employees are able to focus on building each segment of the business.

Interest expense increased over the three and nine month ~~Marketing~~periods ~~Mix~~ended August 31, 2009, as compared to the same periods ended August 31, 2008, by $5,253 or 350% and $59,503 or 1,322%, respectively, due to amortization of debt discount related to the beneficial conversion feature of our convertible debt.

Since the acquisition of AptHost, the Company has gone through a litigation process involving the discovery of malicious code on its servers and network.~~com~~ ~~provides~~The ~~quality~~code ~~support,~~has ~~innovative~~since ~~features~~been removed and involved employees that are no longer with the company. AptHost has since moved to a ~~total~~new ~~package~~datacenter ~~solution~~to ~~which~~fulfill its ~~gets~~customer needs for better service and uptime. As a ~~client~~result, onthe Company can now report its services have been expanded to offer 24/7 online support and an upgrade of its Hosting Services with the addition of using The Planet Internet Services to provide web ~~quickly~~hosting services. Due to these improvements, the company expects an upward trend in both sales and ~~professionally~~customer base, even without significant advertising increases. In other words, even if the status quo is maintained, with no advertising injection, we do still expect a positive upwards trend.

~~AptHost.com~~Liquidity ~~pricing is highly competitive making us the hosting provider to choose. Our extensive abilities, experience~~ and ~~track~~Capital ~~record~~Resources ~~on customer satisfaction are compelling reasons for clients to signup with AptHost.~~

We anticipate spending approximately $250,000 in the next 12 ~~Sales~~months ~~Strategy~~in pursuing our plan of operations. Currently, we have cash of $25,694 which is insufficient to allow us to meet our current commitments and to complete our plan of operation. We will require substantial additional financing in order to implement our long term business strategy and plan of operation. It is anticipated that any additional financing will likely be in the form of equity financing as substantial debt financing is not expected to be available at this stage of our business. AptHost plans to devote $200,000 to the development and advertising budget for the 2010 fiscal year. The company primarily needs capital to fund three areas of controlled growth in the company:

~~AptHost~~Increased ~~markets~~personnel to ahandle ~~diverse~~increased ~~base~~sales ~~of customers. We aim to provide end to end services~~ and support combined with competitive pricing. Our main focus is a value product, the combination of quality and affordability. Through our innovations in the FFMPEG market, we have been able to consistently provide better and better products, with faster and more attentive customer service ~~all while lowering costs~~. ~~This has allowed us to ensure we maintain a competitive pricing model at all times and~~ continue to work on branding AptHost as a quality hosting provider and one that has the solution for any clients needs. As a provider of a complete solution, we are positioned to form a longstanding partnership with our clients through our ability to tailor our service over and over again to meet our customer’s evolving needs.
~~Positioning~~Increase advertising for the purpose of branding and increase sales.
~~AptHost~~Research ~~has~~and ~~positioned itself as a leader in the~~ development ~~of FFMPEG hosting in a shared server environment. We have added~~ to ~~our~~bring ~~hosting~~new ~~service~~products ~~free script installation and quality support on the varied scripts clients desire for their sites. We intend~~ to ~~further solidify our position as a leader in~~ the ~~FFMPEG~~ market by creating increasing value for our clients through the continued development of software and support for the creation and maintenance of websites, the additional development of products and scripts, and the ability to support customers long term through vertical integration of related services.

Our actual expenditures and business plan may differ from the ~~Promotion~~one stated above. Our Board of Directors may decide not to pursue this plan. In addition, we may modify the plan based on available financing.

~~Affiliate~~As ~~programs~~of ~~have~~August ~~become~~31, a2009 ~~popular~~we ~~way~~had tocash ~~get~~on ~~others~~hand toof ~~promote products~~$25,694. ~~Our affiliate program will be strengthened with larger payouts to entice affiliates to send traffic to apthost.com. Word of mouth has always been a powerful way to~~Since ~~promote~~inception, ~~our business and~~ we ~~will~~have ~~continue~~issued ~~employ~~common ~~the~~stock ~~talents of professionals~~ to ~~promote~~raise ~~through~~money ~~word~~for ofoperations ~~mouth advertising on industry related forums, blogs~~ and ~~review~~for property ~~sites where they are respected members~~acquisitions.

We anticipate continuing to rely on equity sales of our common ~~Pricing~~stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing for to fund our planned business activities.

~~Our~~Cash ~~products~~flow ~~and~~from ~~services~~operations. ~~are~~For ~~priced~~the tonine ~~initially~~months ~~attract~~ended August ~~the~~31, ~~lower end~~2009, ~~beginner~~cash ~~users~~flow ~~within~~used ~~the~~in ~~market~~operations ~~with~~was ~~incentives to move the client into higher revenue~~$82,301, ~~longer~~compared ~~term agreements. Since moving~~ to ~~this~~cash ~~pricing~~flow used ~~structure~~in onoperations ~~our~~of ~~shared plans~~$1,205 ~~we have~~during ~~seen~~the asame ~~huge~~period ~~increase~~ in ~~monthly revenue and new signups~~2008. WeOur ~~carry~~net ~~similar~~loss ~~incentives on all our plans~~of $137,026 ~~but~~for wethe ~~have~~nine ~~seen~~months ~~the~~ended ~~most~~August ~~success~~31, ~~with~~2009 ~~signing~~included upnon-cash ~~customers~~expenses onof $55,145, ~~basic~~including ~~plans~~depreciation ~~first~~ and ~~then~~amortization ~~selling~~of ~~add~~$5,770 onand ~~services~~amortization ~~as they see everything~~of ~~AptHost~~debt ~~can~~discount ~~offer~~of ~~their companies~~$49,375.

OnCash ~~the~~flow ~~dedicated~~from ~~server~~investing ~~plans,~~activities. weOur ~~moved~~investing activities toused acash ~~price-match model the retail pricing~~ of ~~our main dedicated server vendor~~$4,549 ~~(ServerBeach).~~during ~~This~~the isnine ~~with~~month ~~the~~period ~~intent~~ended ~~that~~August ~~when~~31, 2009, ~~our~~as ~~clients~~a ~~compare~~result ~~pricing,~~of ~~ours~~cash ~~compares~~received ~~favorably.~~from Itthe ~~has~~purchase ~~been~~of aApthost ~~successful~~of $22,153, ~~strategy~~offset toby ~~have~~ the ~~same~~purchase ~~aggressive~~of ~~pricing~~property asand ~~one~~equipment of ~~the~~$26,702. ~~most~~This ~~well-advertised,~~is ~~dedicated~~compared ~~server~~to ~~providers~~cash used onby ~~the~~investing ~~Internet.~~activities Weduring ~~believe~~the ~~that~~same ~~AptHost~~period ~~outperforms~~in ~~ServerBeach~~the prior year in ~~added~~the amount ~~services~~of $140,500, ~~which~~as ~~gives~~a ~~AptHost~~result of the ~~edge~~purchase inof ~~retaining~~property and ~~serving clients long-term~~equipment.

Cash flow from financing activities. During the nine ~~Glossary~~months ended August 31, 2009, our financing activities provided cash of ~~terms~~$108,327 compared to cash provided of $144,509 during the same period in 2008. During the nine month period ended August 31, 2009, we received proceeds from the issuance of stock of $25,000 and from related party advances of $83,327. During the 2008 period, we received net proceeds from the issuance of debt of $112,500 and from sale of stock of $41,000. We made net payments of $8,991 on advances from related parties during the nine month period ended August 31, 2008.

~~FFmpeg~~Monthly ~~hosting~~New isSign aUps term that is used to refer to any "assortment of software which is available, which helps in recording, converting and streaming a digital video or an audio"[1], and to those domain registrars and web hosting companies which provide the above assortment of software to video hosting services.

~~Virtual~~A ~~private~~result ~~server,~~of ~~also~~the ~~known~~litigation asand ~~Virtual~~the ~~Dedicated~~discovery ~~Server (VDS), a type~~ of ~~web~~the ~~hosting~~malicious code ~~based~~ on ~~the~~our ~~concept~~servers ofand ~~partitions~~network, onthere ~~mainframes~~was ~~and~~a ~~advanced~~decrease ~~resource~~in ~~scheduling~~new tosignups. ~~divide~~The acode has ~~computer~~since ~~into~~been ~~many~~removed ~~virtually~~and ~~isolated~~the ~~servers.~~employees Itinvolved isare ~~a server~~no ~~that~~longer ~~runs~~with ~~inside another server~~the company. ~~Each~~We ~~VDS~~expect ~~acts~~to ~~like~~reestablish a ~~dedicated~~positive ~~server but~~trend ~~shares~~of ~~the~~new ~~same~~signups ~~hardware.~~in •the ~~FFMPEG~~months to come.

~~Dedicated~~Market ~~hosting~~Analysis service, dedicated server, or Managed hosting service are types of Internet hosting where the client leases an entire server not shared with anyone. This is more flexible than shared hosting, as organizations have full control over the server(s), including choice of operating system, hardware, etc. Server administration can usually be provided by the hosting company as an add-on service. In some cases a dedicated server can offer less overhead and a larger return on investment.

~~Apache~~Industry ~~Tomcat~~analysts ispredict that the ~~servlet~~future ~~container~~of ~~that~~out-sourced web hosting is ~~used~~positive. inResearch ~~the~~by ~~official~~top ~~Reference~~ranked ~~Implementation~~industry ~~for~~analysts ~~the~~International ~~Java~~Data Corporation, ~~Servlet~~Forrester Research and ~~JavaServer~~Ing ~~Pages~~Barings, ~~technologies~~indicates that custom hosting solutions such as dedicated, co-located, and managed services are the key growth areas of the future. Furthermore, research by Deutsche Bank states that managed services carry 45% margins and are considered the most important future source for web host providers.

~~Joomla~~AptHost.com is ~~one~~already ofproviding ~~the~~a ~~most~~wide ~~powerful~~selection ~~Open~~of ~~Source~~hosting services ~~Content~~but ~~Management~~what ~~Systems~~sets onus apart are the ~~planet~~specialty features we provide with them. Management Itfeels that FFMPEG Hosting is ~~used~~going ~~all~~to ~~over~~see ~~the~~growth ~~world~~as ~~for~~more ~~everything~~and ~~from~~more scripts ~~simple~~become ~~websites~~available tothat ~~complex~~allow ~~corporate~~people ~~applications.~~with ~~Joomla~~little isor ~~easy~~no experience to publish ~~install~~sites. Combined with our custom built automation processes, ~~simple~~clients will be able to ~~manage,~~have a site setup and ~~reliable~~ offering videos in a matter of minutes. These sites can have individual themes that cater to special interests and will all have the ability to earn money from advertising.

~~Social~~With ~~Media~~this ~~describes~~opportunity, ~~the online tools and platforms that~~ people ~~use~~are topublishing ~~share~~social ~~opinions, insights, experiences, and perspectives with each other~~media sites. ~~Social~~Below ~~media~~are ~~can~~articles ~~take~~describing ~~many~~the ~~different~~current ~~forms,~~market ~~including~~conditions ~~text, images, audio,~~ and ~~video. Popular~~helps ~~social~~demonstrate ~~mediums~~the ~~include~~potential ~~blogs,~~growth ~~message~~within ~~boards,~~the ~~podcasts,~~industry. ~~wikis, and vlogs~~

By Georg Szalai/The Hollywood 2Reporter NEW YORK The global entertainment and media industry will expand at a 6.4 percent compound annual growth rate over five years to hit $2 ~~Hotel~~trillion ~~ParaYso~~in ~~Resort~~2011, ~~Tulum,~~according ~~Quintana~~to ~~Roo,~~PricewaterhouseCoopers’ ~~Mexico~~“Global Entertainment and Media Outlook: 2007-2011.”

~~Our~~One ~~company~~estimate ~~separately~~likely ~~owns~~to ~~and~~cause ~~operates~~a ~~property~~stir includes (the ~~“Solidaridad~~prediction ~~Property”)~~that ~~in Tulum, Mexico as noted in Figure 1~~U.S. ~~The~~spending ~~property~~on ~~consists~~Internet ofadvertising ~~two~~and ~~developable~~access will ~~pods~~surpass ~~where~~spending anon ~~additional~~newspaper 15publishing ~~hotel~~in ~~units can be built~~2009.Globally, ~~The~~PwC ~~hotel has been open~~expects ~~since~~Internet ~~February~~advertising ~~7th,~~and ~~2007.~~access Wespending ~~also~~to ~~manage~~grow ~~the adjoining 11 hotel suites and receive income~~ from ~~the supply of management services. In November 29, 2005 the Company entered into~~ an ~~agreement~~estimated ~~with~~$177 ~~Monica~~billion in ~~Galan-Rios~~2006 ~~for~~to ~~the~~$332 ~~purchase~~billion ~~of certain lands located~~ in ~~Solidaridad~~2011, ~~Mexico~~making ~~consisting~~for ofa ~~approximately~~13.5 ~~1,220~~percent ~~square~~compound ~~meters,~~annual growth ~~See~~rate.Source ~~Figure~~- ~~1 below~~http://bussola.wordpress.com/2007/06/22/global-media-outlook-2-tril-by-2011/

“There are 94 million Internet users 2in Japan (representing 73.28% of the population), according to Internet World Stats in June 2008.1 ~~Location~~This ofwas ~~Hotel~~up ~~ParaYso~~99.7% ~~Resort,~~compared ~~Tulum,~~to ~~Quintana~~2000.” ~~Roo~~(Internet World Stats, ~~Mexico~~August 2008) (source - http://www.etcnewmedia.com/review/default.asp?SectionID=11&CountryID=65)

~~The~~Customers property consists of the Western half of the fraction of Lot #10 located at Km 8, Carretara a Tulum-Boca Paila Ejido Jose Maria Pino Suarez Municipality of Solidaridad, Quintana Roo, Mexico in the city of Tulum, Mexico. See Figure 1 below. Solidaridad is one of the eight municipalities that make up the Mexican state of Quintana Roo. Quintana Roo is located on the eastern part of the Yucatán Peninsula. It borders the Mexican states of Yucatán and ~~Campeche~~Target toMarkets ~~the north and west, the Caribbean Sea to the east, and the nation of Belize to the south.~~

~~Figure~~The 1company's customer base includes all consumers and all ~~Property~~small- ~~Location~~to medium-sized businesses, including start-ups. They are mainly focused on developing video sharing and social media sites, with the potential to branch out into live streaming and eventually have their own online TV station.

~~2.3~~Target ~~PLAN~~Market OFSegment ~~OPERATION~~Strategy

AptHost’s ~~plans~~primary tomarket ~~devote~~niche ~~$200,000~~was topursued ~~the~~due ~~development~~to ~~and~~its rapid ~~advertising~~growth ~~budget~~potential. ~~for~~As ~~the~~a ~~2009~~recently ~~fiscal~~new ~~year.~~market, ~~The~~it ~~company~~has ~~primarily~~shown ~~needs~~potential ~~capital~~opportunities to ~~fund~~grow ~~three~~business ~~areas~~within ofthe ~~controlled~~FFMPEG ~~growth~~market inas well as significant opportunity to grow the company: vertically into related markets.

~~Increased~~Our ~~personnel~~secondary tomarket ~~handle~~is ~~increased~~VPS ~~sales~~and dedicated servers. This is a natural fit for us as many of our clients will outgrow their shared plans quickly due high demand for bandwidth and ~~service~~other server resources for their sites. Our company anticipated this need and has secured sufficient VPS and dedicated server capacity to accommodate this need seamlessly for our clients. Although it is our secondary market, it is fast growing with expected margins in the 40% to 60% range.

~~Increase~~The ~~advertising~~third market for us is managed services. This market is, as is our secondary market, a derivative of the ~~purpose~~current strengths of ~~branding~~the ~~and~~company. As ~~increase~~clients ~~sales~~move from shared to dedicated servers, most will not have the in house expertise to manage their own servers. AptHost offers 3 management plans to match the needs of each client.

~~Research~~Competition ~~and~~- ~~development~~Web tohosting ~~bring~~operations ~~new products to the market.~~

~~MILESTONES~~Competition ~~AND~~comes ~~OBJECTIVES~~from established hosts currently offering similar hosting solutions and by new companies attempting to gain market share.

~~The~~Key ~~table~~competitors ~~below~~are ~~highlights~~detailed ~~our~~as ~~milestones and objectives over the next twelve months~~follows:

	ANTICIPATED
MILESTONES AND OBJECTIVES	COST	TIME FRAME
PHASE I – FINANCE THE MOVE TO BELLEVUE WASHINGTON	$100,000	6 Months
AND COMMENCE ADVERTISING CAMPAIGN
AptHost Communications USA Inc.
PHASE II – FINANCE AN CONTINUED ADVERTISING AND	$100,000	12 Months
PROMOTION CAMPAIGN AptHost Communications USA Inc.
PHASE III – PUBLIC COMPANY MAINTENCE AND CANADIAN	$50,000	12 Months
LISTING Finance the continued maintenance of the public company, Rancho Santa Monica Developments, Inc. - Accounting Fees - Legal Fees, Auditor Fees
TOTAL	$250,000	-

Cirtex & HostV - An established company located in New York, NY. The owner of Cirtex started offering FFMPEG before us by a few months but only to VPS and dedicated server clients. They offer a shared platform as well. They have recently launched a second site called HostV that handles only Dedicated and VPS clients.

WeGlowhost ~~anticipate~~- ~~spending~~Entered ~~approximately $250,000 in~~ the ~~next~~FFMPEG ~~12 months~~market in ~~pursuing~~October ~~our plan~~ of ~~operations~~2007. ~~Currently, we have cash of $1,456~~ ~~which~~Similar ~~is insufficient~~ to ~~allow~~AptHost, usthey toalso ~~meet~~offer ~~our~~a ~~current~~full ~~commitments~~selection ~~and to complete our plan~~ of ~~operation.~~hosting Weplatforms ~~will require substantial additional financing in order to implement our long term business strategy~~ and ~~plan of operation. It~~ isare ~~anticipated~~becoming ~~that~~known ~~any~~for ~~additional~~supporting ~~financing will likely be in the form of equity financing as substantial debt financing is not expected to be available at this stage of our business~~FFMPEG.

~~Our~~Vistapages ~~actual~~- ~~expenditures~~A ~~and~~Canadian ~~business~~owned ~~plan~~and ~~may~~operated ~~differ from the~~company, ~~one~~Vistapages ~~stated~~has ~~above.~~similar ~~Our~~roots ~~Board of Directors may decide not~~ to ~~pursue this plan~~AptHost. ~~In addition~~com, wefocusing ~~may~~on ~~modify~~ the ~~plan based on available financing~~Canadian market.

AptHost.com In order to compare AptHost with its ~~LIQUIDITY~~competitors, ~~AND~~below ~~CAPITAL~~is ~~RESOURCES~~our company’s Alexa ranking for reach, traffic, and page views.

AsSales ofStrategy May 31, 2009 we had cash on hand of $24,054. Since inception, we have issued common stock to raise money for operations and for property acquisitions. Currently, our Solidaridad Property is fully operational.

WeAptHost ~~anticipate~~markets ~~continuing~~ to ~~rely~~a ondiverse ~~equity~~base ~~sales~~ of ~~our~~customers. ~~common~~We ~~stock~~aim into provide ~~order~~end to ~~continue~~end toservices ~~fund~~and ~~our~~support ~~business~~combined ~~operations~~with competitive pricing. ~~Issuances~~Our main offocus ~~additional~~is ~~shares~~a ~~will~~value ~~result~~product, inthe ~~dilution~~combination toof ~~our~~quality ~~existing~~and ~~stockholders~~affordability. ~~There~~As a isprovider noof ~~assurance~~a ~~that~~complete solution, we ~~will achieve~~are ~~any~~positioned ofto ~~additional~~form ~~sales~~a oflongstanding partnership with our ~~equity~~clients ~~securities~~through orour ~~arrange~~ability ~~for~~to ~~debt~~tailor orour ~~other~~service ~~financing for~~ to ~~fund~~ meet our ~~planned~~customer’s ~~business~~evolving ~~activities~~needs.

~~OFF-BALANCE~~Positioning ~~SHEET ARRANGEMENTS~~

AptHost has been involved in the development of FFMPEG hosting in a shared server environment. We have noadded ~~significant~~to ~~off-balance~~our ~~sheet~~hosting ~~arrangements~~service ~~that~~free ~~have~~script installation orand ~~are~~quality ~~reasonably~~support ~~likely~~on tothe ~~have~~varied ascripts ~~current~~clients ordesire ~~future~~for ~~effect~~their sites. onWe ~~our~~intend ~~financial~~to ~~condition,~~increase ~~changes~~our position in ~~financial~~the ~~condition,~~FFMPEG ~~revenues~~market orthrough ~~expenses,~~the continued ~~results~~development of ~~operations~~software and support for the creation and maintenance of websites, ~~liquidity~~the additional development of products and scripts, ~~capital~~and the ability ~~expenditures~~to orsupport ~~capital~~customers ~~resources.~~long term through vertical integration of related services.

~~CRITICAL~~Promotion ~~ACCOUNTING POLICIES~~

~~The~~Affiliate ~~financial~~programs ~~statements presented with this quarterly report on Form 10-Q~~ have ~~been~~become ~~prepared~~a inpopular ~~accordance~~way ~~with~~to ~~generally~~get ~~accepted~~others ~~accounting~~to promote ~~principles~~products. inOur ~~the~~affiliate ~~United~~program ~~States~~will ofbe ~~America~~strengthened ~~for~~with ~~interim~~larger ~~financial information. These financial statements~~payouts doto ~~not~~entice ~~include~~affiliates ~~all~~to ~~information~~send ~~and~~traffic ~~footnote~~to ~~disclosures required for an annual set of financial statements prepared under United States generally accepted accounting principles~~apthost. Incom. ~~the~~Word ~~opinion~~ of ~~our~~mouth ~~management,~~has ~~all adjustments (consisting solely~~always ofbeen ~~normal recurring accruals) considered necessary for~~ a ~~fair~~powerful ~~presentation~~way ofto ~~the~~promote ~~financial~~our ~~position,~~business ~~results of operations~~ and ~~cash~~we ~~flows~~will ascontinue atemploy ~~May 31, 2009 and for all periods presented in~~ the ~~attached financial statements, have been included.~~ ~~Interim~~talents ~~results~~of ~~for~~professionals ~~the~~to ~~three~~promote ~~month~~through ~~period~~word ~~ended May 31, 2009 are not necessarily indicative~~ of ~~the~~mouth ~~results~~advertising ~~that~~on industry ~~may~~related beforums, ~~expected~~blogs ~~for~~and ~~the~~review ~~fiscal~~sites ~~year~~where asthey aare ~~whole~~respected members.

WePricing ~~have identified below certain accounting policies that are most important to the portrayal of our current financial condition and results of operation:~~

Our products and services are priced to initially attract the ~~Property~~lower end, beginner users within the market with incentives to move the client into higher revenue, longer term agreements. Since moving to this pricing structure on our shared plans, we have seen an increase in monthly revenue and new signups. We carry similar incentives on all our plans, but we have seen the most success with signing up customers on basic plans first and then selling add on services as they see everything AptHost can offer their companies.

On the dedicated server plans, we moved to a price-match model ~~Property~~the ~~consists~~retail pricing of ~~land~~our ~~and~~main isdedicated ~~recorded~~server ~~at cost~~vendor. ~~Land~~This ~~improvements~~is ~~are~~with ~~capitalized~~the ~~and~~intent that ~~maintenance~~when our clients compare pricing, ~~repairs~~ours ~~and~~compares ~~minor~~favorably. ~~replacements~~It ~~are~~has ~~expensed~~been a successful strategy to have the same aggressive pricing as ~~incurred~~one of the most well-advertised, dedicated server providers on the Internet.

~~Stock~~Glossary ~~Based~~of ~~Compensation~~terms

~~Rancho~~FFmpeg ~~accounts~~hosting ~~for~~is ~~employee~~a ~~stock~~term ~~based~~that ~~compensation~~is ~~using~~used ~~the~~to ~~intrinsic~~refer ~~value method prescribed in Accounting Principles Board Opinion No. 25 – “Accounting for Stock Issued~~ to ~~Employees”,~~any ~~and related interpretations. Accordingly,~~"assortment ~~compensation~~ of ~~cost~~software ~~for~~which ~~stock options~~ is ~~measured~~available, aswhich ~~the~~helps ~~excess,~~in ~~if any~~recording, ofconverting ~~the~~and streaming ~~market~~a ~~price~~digital ofvideo ~~the~~or ~~Company’s common stock at the date of the grant over the amount~~ an ~~employee~~audio"[1], ~~must~~and ~~pay~~ to ~~acquire~~those ~~the~~domain registrars ~~common~~and ~~stock.~~web ~~Non-employee~~hosting ~~stock~~companies ~~based compensation~~which isprovide ~~accounted for using~~ the ~~fair~~above ~~value~~assortment ~~method~~of software into ~~accordance~~video ~~with~~hosting ~~SFAS No~~services. ~~123 – “Accounting for Stock Based Compensation”.~~
Virtual private server, also known as Virtual Dedicated Server ~~Impairment~~ (VDS), a type of ~~Long-Lived~~web ~~Assets~~hosting based on the concept of partitions on mainframes and advanced resource scheduling to divide a computer into many virtually isolated servers. It is a server that runs inside another server. Each VDS acts like a dedicated server but shares the same hardware.
~~Rancho~~Dedicated ~~periodically~~hosting ~~evaluates~~service, ~~potential~~dedicated ~~impairments~~server, ofor ~~its~~Managed ~~long-lived~~hosting service ~~assets,~~are ~~including~~types ~~intangibles.~~of ~~When~~Internet ~~Rancho~~hosting ~~determines~~where ~~that~~ the ~~carrying~~client ~~value~~leases ofan ~~long-lived~~entire server ~~assets may~~ not beshared ~~recoverable~~with ~~based~~anyone. ~~upon~~This ~~the~~is ~~existence~~more offlexible ~~one~~than orshared ~~more~~hosting, ~~indicators of~~as ~~impairment,~~ organizations ~~Rancho~~have ~~evaluates~~full ~~the~~control ~~projected~~over ~~undiscounted~~the ~~cash~~server(s), ~~flows~~including ~~related~~choice toof operating ~~the~~system, ~~assets~~hardware, etc. If ~~these~~Server ~~cash~~administration ~~flows~~can ~~are~~usually ~~less~~be ~~than~~provided by the ~~carrying~~hosting ~~value~~company ofas ~~the~~an ~~assets,~~add-on ~~Rancho~~service. ~~measures~~In ~~the~~some ~~impairment~~cases ~~using~~a ~~discounted~~dedicated ~~cash~~server can ~~flows~~offer orless ~~other~~overhead ~~methods~~and ofa ~~determining fair~~larger ~~value.~~return on investment.
~~Long-lived~~Apache ~~assets~~Tomcat tois bethe ~~disposed~~servlet ofcontainer ~~are~~that ~~carried~~is atused in the ~~lower~~official Reference ofImplementation ~~cost~~for orthe ~~fair~~Java ~~value~~Servlet ~~less~~and ~~estimated~~JavaServer ~~costs of disposal~~Pages technologies.
Joomla is an Open Source Content Management Systems on the planet. 2 It is used all over the world for everything from simple websites to complex corporate applications.4. ~~RISKS~~Joomla ~~AND~~is ~~UNCERTAINTIES~~easy to install, simple to manage, and reliable.
~~Our~~Social ~~operating~~Media ~~results~~describes ~~may~~the beonline ~~adversely~~tools ~~impacted~~and byplatforms ~~worldwide~~that ~~political~~people use ~~and~~to ~~economic~~share ~~uncertainties~~opinions, insights, experiences, and ~~specific~~perspectives ~~conditions~~with ineach other. ~~the~~Social ~~markets~~media wecan ~~address.~~take Asmany adifferent ~~result~~forms, ~~the~~including ~~market~~text, ~~price~~images, audio, ofand ~~our~~video. ~~common~~Popular ~~stock~~social ~~decline.~~mediums include blogs, message boards, podcasts, wikis, and vlogs.

~~Recently~~Hotel ~~general~~ParaYso ~~worldwide economic conditions have experienced a deterioration due to credit conditions resulting from the recent financial crisis affecting the banking system and financial markets and other factors~~Resort, ~~slower economic activity~~Tulum, ~~concerns~~ ~~about~~Quintana ~~inflation and deflation~~Roo, ~~volatility~~Mexico in energy costs, decreased consumer confidence, reduced corporate profits and capital spending, the ongoing effects of the war in Iraq and Afghanistan, recent international conflicts and terrorist and military activity, and the impact of natural disasters and public health emergencies. These conditions make it extremely difficult for both us and our customers to accurately forecast and plan future business activities, and they could cause U.S. and foreign businesses to slow spending on our services, which could delay and lengthen our new customer sales cycle and cause existing customers to do one or more of the following:

Our company separately owns and operates property (the ~~Cancel~~“Solidaridad orProperty”) ~~reduce~~in ~~planned~~Tulum, ~~expenditures~~Mexico ~~for~~as ~~our~~noted in Figure 1. The property consists of two developable pods where an additional 15 hotel units can be built. The hotel has been open since February 7, 2007. We also manage the adjoining 11 hotel suites and receive income from the supply of management services;. In November 29, 2005, the Company entered into an agreement with Monica Galan-Rios for the purchase of certain lands located in Solidaridad, Mexico consisting of approximately 1,220 square meters, See Figure 1 below.

~~Seek~~Location toof ~~lower~~Hotel ~~their~~ParaYso ~~costs~~Resort, byTulum, ~~renegotiating~~Quintana ~~their~~Roo, Mexico ~~contracts with us;~~

The property consists of the Western half of the fraction of ~~Move~~Lot ~~their~~#10 ~~hosting~~located ~~services~~at inKm 8, Carretara a Tulum-~~house;~~Boca orPaila Ejido Jose Maria Pino Suarez Municipality of Solidaridad, Quintana Roo, Mexico in the city of Tulum, Mexico. See Figure 1 below. Solidaridad is one of the eight municipalities that make up the Mexican state of Quintana Roo. Quintana Roo is located on the eastern part of the Yucatán Peninsula. It borders the Mexican states of Yucatán and Campeche to the north and west, the Caribbean Sea to the east, and the nation of Belize to the south.

~~Switch~~ Figure to1 ~~lower-priced solutions provided by us or our competitors.~~Property Location

~~Customer~~Competition collections are our primary source of cash. We have historically grown through a combination of an increase in new customers and revenue growth from our existing customers. We have experienced a decrease in revenue from our existing customer base, and if the current market conditions continue to deteriorate we may experience continued or more substantial decrease in revenue from our customer base, including through reductions in their commitments to us, and/or longer new customer sales cycles. If these events were to occur, we could experience a decrease in revenues and reduction in operating margins. Furthermore, during challenging economic times our customers may face issues gaining timely access to sufficient credit, which could result in an impairment of their ability to make timely payments to us. We have experienced an increase in our allowance for doubtful accounts already. If our customers’ ability to pay is further challenged, we may be required to further increase our allowance for doubtful accounts. We cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery. If the economy or markets in which we operate do not continue at their present levels or continue to deteriorate, we may record additional charges related to the impairment of goodwill and other long-~~lived~~ ~~assets,~~Hotel ~~and our business, financial condition and results of~~ operations ~~could be materially and adversely affected.~~

~~Finally,~~There ~~like~~are ~~many~~a ~~other~~number ~~stocks,~~of ~~our~~hotels ~~stock~~with ~~price~~which ~~decreased during~~ the ~~onset~~Company ofwill ~~the~~be forced ~~economic~~to ~~downturn.~~compete ~~Although~~with ~~our~~in ~~stock~~the ~~price~~downtown ~~has~~Financial ~~recently~~District ~~increased,~~in iforder ~~investors~~to ~~have~~obtain sufficient ~~concerns~~occupancy ~~that~~and ~~our~~room ~~business,~~rental ~~financial~~rates. ~~condition~~Competition ~~and~~from ~~results~~other ofreal ~~operations will~~estate bedevelopers ~~negatively~~and ~~impacted~~real byestate aservices ~~continued~~companies ~~worldwide~~may ~~economic~~adversely ~~downturn,~~affect our ~~stock price could decrease again.~~ability to:

If we are unable to manage our growth effectively our financial results could suffer and our stock price could decline.

1.	Attract purchasers
2.	Sell undeveloped rural land

The ~~growth~~presence of ~~our~~competing ~~business~~real ~~and~~estate ~~our~~development ~~service~~companies offerings has strained our operating and financial resources. Further, we intend to continue to expand our overall business, customer base, headcount, and operations. Creating a global organization and managing a geographically dispersed workforce requires substantial management effort and significant additional investment in ~~our operating and financial system capabilities and controls. If our information systems are unable to support the demands~~ ~~placed~~Mexico ~~on them by our growth, we~~ may beimpact ~~forced~~on ~~to implement new systems which would be disruptive to~~ our ~~business.~~ability ~~We may be unable~~ to ~~manage~~raise ~~our~~additional ~~expenses~~capital ~~effectively~~ in ~~the~~order ~~future due~~ to ~~the expenses associated with these expansions, which may~~fund ~~negatively impact~~ our ~~gross~~property ~~margins~~acquisitions or ~~operating~~property ~~expenses.~~developments Ifin weMexico ~~fail~~if toinvestors ~~improve~~are ~~our~~of the ~~operational~~view ~~systems~~that orinvestments toin ~~expand~~competitors ~~our~~are ~~customer~~more ~~service~~attractive. ~~capabilities~~Competition tocould also ~~keep~~reduce ~~pace with~~ the ~~growth~~availability of ~~our~~properties ~~business,~~of wemerit ~~could~~or ~~experience~~increase ~~customer~~the ~~dissatisfaction,~~ cost of ~~inefficiencies,~~acquiring ~~and~~the ~~lost revenue opportunities, which may materially and adversely affect our operating results~~properties.

~~Our~~OFF-BALANCE ~~physical~~SHEET infrastructure is concentrated in very few facilities and any failure in our physical infrastructure or services could lead to significant costs and disruptions and could reduce our revenues, harm our business reputation and have a material adverse effect on our financial results. ARRANGEMENTS

~~Our~~We ~~network~~have ~~and~~no ~~power~~significant ~~supplies~~off-balance ~~and~~sheet ~~data~~arrangements ~~centers~~that are subject to various points of failure, and a problem with our generators, uninterruptible power supply, or UPS, routers, switches, or other equipment, whether or not within our control, could resulthave ~~in service interruptions for some~~ or ~~all~~are ofreasonably ~~our~~likely ~~customers or equipment damage. Because our hosting services do not require geographic proximity of our data centers~~ to ~~our~~have ~~customers, our hosting infrastructure is consolidated into~~ a ~~few~~current ~~large facilities. Accordingly, any failure~~ or ~~downtime~~future ineffect ~~one~~on of our ~~data~~financial condition, ~~center~~changes ~~facilities could affect a significant percentage of our customers. While data backup services are included~~ in ~~our~~financial ~~hosting services~~condition, ~~the~~revenues ~~majority of our customers do not elect to pay the additional fees required to store their backup data offsite in a separate facility. The total destruction~~ or ~~severe~~expenses, ~~impairment~~results of ~~any of our data center facilities could result in significant downtime of our services and the loss of vast~~ ~~amounts~~operations, ~~of customer data. Since our ability to attract and retain customers depends on our ability to provide customers with highly reliable service~~liquidity, ~~even~~capital ~~minor~~expenditures ~~interruptions~~or incapital ~~our service could harm our reputation~~resources. ~~The services we provide are subject to failure resulting from numerous factors, including:~~

~~Human~~RISKS ~~error~~AND ~~or accidents (such as an airplane crash into one of our facilities, some of which are located near major airports);~~UNCERTAINTIES

~~Power~~Going ~~loss;~~Concern and Liquidity.

The Company currently has a working capital deficit of ~~Equipment~~$342,720, ~~failure;~~a stockholders’ deficit of $25,374 and an accumulated deficit of $923,079 as of August 31, 2009. In addition, the Company has generated net losses of $614,873 during the nine months ending August 31, 2009. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

In order to continue as a going concern, the Company intends to ~~Internet~~continue ~~connectivity~~to ~~downtime;~~develop its specialized web hosting technology. Until profitability is reached, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimum operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

~~Improper~~Our ~~building~~operating ~~maintenance~~results may be adversely impacted by worldwide political and economic uncertainties and specific conditions in the markets ~~landlords~~we ofaddress. As a result, the ~~buildings~~market inprice ~~which~~of our ~~facilities~~common ~~are~~stock ~~located;~~decline.

Recently general worldwide economic conditions have experienced ~~Physical~~a deterioration due to credit conditions resulting from the recent financial crisis affecting the banking system and financial markets and other factors, slower economic activity, concerns about inflation and deflation, volatility in energy costs, decreased consumer confidence, reduced corporate profits and capital spending, the ongoing effects of the war in Iraq and Afghanistan, recent international conflicts and terrorist and military activity, and the impact of natural disasters and public health emergencies. These conditions make it extremely difficult for both us and our customers to accurately forecast and plan future business activities, and they could cause U.S. and foreign businesses to slow spending on our services, which could delay and lengthen our new customer sales cycle and cause existing customers to do one or ~~electronic~~more ~~security~~of ~~breaches;~~the following:

~~Fire,~~Cancel ~~earthquake,~~or ~~hurricane,~~reduce ~~tornado,~~planned ~~flood,~~expenditures ~~and~~for ~~other~~our ~~natural disasters~~services;
~~Water~~Seek ~~damage~~to lower their costs by renegotiating their contracts with us;
~~Terrorism~~Move their hosting services in-house; or
~~Sabotage~~Switch ~~and~~to ~~vandalism;~~lower-priced ~~and~~solutions provided by us or our competitors.

Customer collections are our primary source of cash. We have ~~Failure~~historically bygrown through a combination of an increase in new customers and revenue growth from our existing customers. We have experienced a decrease in revenue from our existing customer base, and if the current market conditions continue to deteriorate we may experience continued or more substantial decrease in revenue from our customer base, including through reductions in their commitments to us, and/or longer new customer sales cycles. If these events were to occur, we could experience a decrease in revenues and reduction in operating margins. Furthermore, during challenging economic times our ~~vendors~~customers may face issues gaining timely access to ~~provide~~sufficient ~~adequate~~credit, ~~service~~which could result in an impairment of their ability to make timely payments to us. We have experienced an increase in our ~~equipment~~allowance for doubtful accounts already. If our customers’ ability to pay is further challenged, we may be required to further increase our allowance for doubtful accounts. We cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery. If the economy or markets in which we operate do not continue at their present levels or continue to deteriorate, we may record additional charges related to the impairment of goodwill and other long-lived assets, and our business, financial condition and results of operations could be materially and adversely affected.

~~Additionally~~Finally, inlike ~~connection~~many ~~with~~other ~~the~~stocks, ~~expansion~~our orstock ~~consolidation~~price decreased during the onset of ~~our~~the ~~existing~~economic ~~data~~downturn. ~~center~~Although ~~facilities~~our ~~from~~stock ~~time~~price tohas ~~time~~recently increased, ~~there~~if isinvestors anhave ~~increased~~concerns ~~risk~~ that ~~service~~our ~~interruptions~~business, ~~may~~financial ~~occur~~condition asand results aof ~~result~~operations ofwill ~~server~~be ~~relocation~~negatively orimpacted ~~other~~by ~~unforeseen~~a continued worldwide ~~construction-related~~economic ~~issues~~downturn, our stock price could decrease again.

WeIf ~~have~~we ~~experienced~~are ~~interruptions~~unable ~~in service in the past, due~~ to ~~such~~manage ~~things~~our asgrowth ~~power~~effectively ~~outages,~~our financial ~~power~~results ~~equipment~~could ~~failures,~~suffer ~~cooling~~and ~~equipment~~our ~~failures,~~stock ~~routing~~price ~~problems,~~could ~~hard drive failures, database corruption, system failures, software failures, and other computer failures~~decline.

The growth of our business and our service offerings has ~~Any~~strained our operating and financial resources. Further, we intend to continue to expand our overall business, customer base, headcount, and operations. Creating a global organization and managing a geographically dispersed workforce requires substantial management effort and significant additional investment in our operating and financial system capabilities and controls. If our information systems are unable to support the demands placed on them by our growth, we may be forced to implement new systems which would be disruptive to our business. We may be unable to manage our expenses effectively in the future ~~interruptions~~due to the expenses associated with these expansions, which may negatively impact our gross margins or operating expenses. If we fail to improve our operational systems or to expand our customer service capabilities to keep pace with the growth of our business, we could: experience customer dissatisfaction, cost inefficiencies, and lost revenue opportunities, which may materially and adversely affect our operating results.

Our physical infrastructure is concentrated in very few ~~Cause~~facilities and any failure in our ~~customers~~physical infrastructure or services could lead to ~~seek~~significant ~~damages~~costs ~~for~~and ~~losses~~disruptions ~~incurred;~~and could reduce our revenues, harm our business reputation and have a material adverse effect on our financial results.

~~Require~~Our usnetwork and power supplies and data centers are subject to various ~~replace~~points ~~existing~~of failure, and a problem with our generators, uninterruptible power supply, or UPS, routers, switches, or other equipment, whether or ~~add~~not within ~~redundant~~our control, could result in service interruptions for some or all of our customers or equipment damage. Because our hosting services do not require geographic proximity of our data centers to our customers, our hosting infrastructure is consolidated into a few large facilities;. Accordingly, any failure or downtime in one of our data center facilities could affect a significant percentage of our customers. While data backup services are included in our hosting services, the majority of our customers do not elect to pay the additional fees required to store their backup data offsite in a separate facility. The total destruction or severe impairment of any of our data center facilities could result in significant downtime of our services and the loss of vast amounts of customer data. Since our ability to attract and retain customers depends on our ability to provide customers with highly reliable service, even minor interruptions in our service could harm our reputation. The services we provide are subject to failure resulting from numerous factors, including:

~~Damage~~Human ~~our~~error ~~reputation~~or accidents (such as aan ~~reliable~~airplane ~~provider~~crash into one of ~~hosting~~our facilities, ~~services~~some of which are located near major airports);
~~Cause~~Power ~~existing customers to cancel or elect to not renew their contracts~~loss; or
~~Make~~Equipment ~~it more difficult for us to attract new customers.~~failure;
~~Any~~Internet ofconnectivity ~~these events could materially increase our expenses or reduce our revenues, which would have a material adverse effect on our operating results.~~downtime;
IfImproper webuilding ~~are~~maintenance ~~unable~~by tothe ~~maintain~~landlords ~~a high level~~ of ~~customer~~the ~~service,~~buildings ~~customer~~in ~~satisfaction and demand for~~ which our ~~services~~facilities ~~could~~are ~~suffer.~~located;
WePhysical ~~believe~~or ~~that~~electronic ~~our~~security success depends on our ability to provide customers with quality service that not only meets our stated commitments, but meets and then exceeds customer service expectations. If we are unable to provide customers with qualitybreaches; customer support in a variety of areas, we could face customer dissatisfaction, decreased overall demand for our services, and loss of revenues. In addition, our inability to meet customer service expectations may damage our reputation and could consequently limit our ability to retain existing customers and attract new customers, which would adversely affect our ability to generate revenue and negatively impact our operating results.
WeFire, ~~may~~earthquake, ~~not~~hurricane, betornado, ~~able~~flood, ~~to continue to add new customers~~ and ~~increase~~other ~~sales~~natural ~~to our existing customers, which could adversely affect our operating results.~~disasters;
~~Our~~Water growth is dependent on our ability to continue to attract new customers while retaining and expanding our service offerings to existing customers. Growth in the demand for our services may be inhibited and we may be unable to sustain growth indamage; ~~our customer base, for a number of reasons, such as:~~
~~Our inability to market our services in a cost-effective manner to new customers~~Terrorism;
~~The~~Sabotage ~~inability~~and ~~of our customers to differentiate our services from those of our competitors or our inability to effectively communicate such distinctions~~vandalism; and
~~Our~~Failure ~~inability~~by tous ~~successfully~~or ~~communicate~~our vendors to ~~businesses~~provide ~~the~~adequate ~~benefits~~service ofto ~~hosting;~~our equipment.

~~The~~Additionally, ~~decision~~in ofconnection ~~businesses~~with tothe ~~host~~expansion ~~their~~or ~~Internet~~consolidation of ~~sites~~our ~~and~~existing ~~web~~data ~~infrastructure~~center ~~internally~~facilities orfrom intime ~~colocation~~to ~~facilities~~time, asthere is an ~~alternative~~increased risk tothat ~~the~~service ~~use~~interruptions may occur as a result of ~~our~~server ~~hosting~~relocation ~~services;~~or other unforeseen construction-related issues.

~~Our~~We ~~inability~~have experienced interruptions in service in the past, due to ~~penetrate~~such ~~international~~things ~~markets;~~as power outages, power equipment failures, cooling equipment failures, routing problems, hard drive failures, database corruption, system failures, software failures, and other computer failures.

~~Our~~Any ~~inability~~future tointerruptions ~~expand our sales to existing customers;~~could:

~~Our~~Cause ~~inability~~our customers to ~~strengthen~~seek ~~awareness~~damages offor ~~our~~losses ~~brand~~incurred; ~~and~~
~~Reliability,~~Require ~~quality~~us orto ~~compatibility~~replace ~~problems~~existing ~~with~~equipment ~~our~~or ~~services.~~add redundant facilities;
ADamage ~~substantial amount of~~ our ~~past~~reputation ~~revenue~~as growth was derived from purchases of service upgrades by existing customers. Our costs associated with increasing revenues from existing customers are generally lower than costs associated with generating revenues from new customers. Therefore, a ~~reduction~~reliable inprovider ~~the rate~~ of ~~revenue~~hosting ~~increase or a rate of revenue decrease from our existing customers, even if offset by an increase in revenues from new customers, could reduce our operating margins.~~services;
~~Any~~Cause ~~failure~~existing bycustomers us to ~~continue~~cancel ~~attracting new customers~~ or ~~grow~~elect ~~our~~to ~~revenues~~not ~~from~~renew ~~existing~~their ~~customers for a prolonged period of time could have a material adverse effect on our operating results.~~contracts; or
~~Our~~Make ~~existing~~it ~~customers~~more ~~could~~difficult ~~elect~~for ~~to reduce or terminate the services they purchase from~~ us ~~because~~to weattract donew ~~not have long-term contracts with our~~ customers~~, which could adversely affect our operating results~~.

~~Our~~Any ~~customer contracts for our services typically have initial terms~~ of ~~one~~these toevents ~~two~~could ~~years,~~materially ~~which~~increase ~~unless~~our ~~terminated,~~expenses ~~may be renewed~~ or ~~automatically extended on a month-to-month basis. Our customers have no obligation to renew their services after~~ ~~their~~reduce ~~initial contract periods expire. Moreover,~~ our customers could cancel their service agreements before they expire. Our costs associated with maintaining revenue from existing customers are generally much lower than costs associated with generating revenue from new customers. Thereforerevenues, awhich ~~reduction~~would in revenue from our existing customers, even if offset by an increase in revenue from new customers, could reduce our operating margins. Any failure by us to continue to retain our existing customers could have a material adverse effect on our operating results.

If we ~~fail~~are unable to ~~hire~~maintain ~~and~~a ~~retain~~high ~~qualified~~level ~~employees~~of ~~and management personnel~~customer service, ~~our~~customer ~~growth~~satisfaction ~~strategy~~ and ~~our~~demand ~~operating~~for ~~results~~our ~~could~~services ~~be harmed~~could suffer.

~~Our~~We ~~growth~~believe ~~strategy~~that our success depends on our ability to ~~identify,~~provide customers ~~hire,~~with ~~train,~~quality ~~and~~service ~~retain~~that ITnot ~~professionals,~~only ~~technical~~meets ~~engineers,~~our ~~operations~~stated ~~employees~~commitments, ~~and~~but meets ~~sales~~ and ~~senior~~then ~~management~~exceeds ~~personnel~~customer ~~who~~service ~~maintain~~expectations. ~~relationships~~If ~~with~~we ~~our~~are ~~customers~~unable ~~and who can provide~~to ~~the~~provide ~~technical,~~customers ~~strategic,~~with ~~and~~quality ~~marketing~~customer ~~skills~~support ~~required~~in ~~for our company to grow. There is~~ a ~~shortage~~variety of ~~qualified~~areas, ~~personnel~~we incould face ~~these~~customer ~~fields~~dissatisfaction, ~~specifically~~decreased inoverall ~~the~~demand ~~San~~for ~~Antonio,~~our ~~Texas area~~services, ~~where~~and loss weof ~~are~~revenues. ~~headquartered~~In ~~and~~addition, aour ~~majority~~inability ofto ~~our~~meet ~~employees~~customer ~~are~~service ~~located,~~expectations ~~and~~may wedamage ~~compete~~our ~~with~~reputation ~~other~~and ~~companies~~could ~~for~~consequently ~~this~~limit ~~limited~~our ~~pool~~ability to ofretain ~~potential~~existing ~~employees.~~customers ~~There~~and isattract nonew ~~assurance~~customers, ~~that~~which wewould ~~will~~adversely affect beour ~~able~~ability to ~~recruit~~generate orrevenue ~~retain qualified personnel,~~ and ~~this~~negatively ~~failure~~impact ~~could cause~~ our ~~operations and financial results to be~~operating ~~negatively impacted~~results.

~~Our~~We ~~success~~may ~~and~~not ~~future~~be ~~growth~~able ~~also~~to ~~depends~~continue to aadd ~~significant~~new ~~degree~~customers ~~on the skills~~ and increase ~~continued~~sales ~~services~~to of our ~~management~~existing ~~team~~customers, ~~especially~~which ~~Graham~~could ~~Alexander,~~adversely ~~our~~affect ~~Chairman, and Cody McLain,~~ our operating ~~Chief Executive Officer and President~~results.

Our ~~operating~~growth ~~results~~is ~~may~~dependent ~~fluctuate~~on ~~significantly,~~our ~~which~~ability ~~could~~to ~~make~~continue ~~our~~to ~~future~~attract new ~~results~~customers ~~difficult~~while retaining and expanding our service offerings to ~~predict~~existing customers. ~~and~~Growth ~~could~~in ~~cause~~the demand for our ~~operating~~services ~~results~~may be inhibited and we may be unable to ~~fall~~sustain ~~below~~growth ~~investor~~in orour ~~analyst~~customer ~~expectations.~~ base, for a number of reasons, such as:

Our ~~operating~~inability ~~results may fluctuate due~~ to amarket ~~variety~~our ofservices ~~factors, including many of the risks described~~ in ~~this section, which are outside of our control. As~~ a ~~result, comparing our operating results on a period~~cost-~~to-period~~effective ~~basis~~manner ~~may not be meaningful. You should not rely on our operating results for any prior periods as an indication of our future operating performance. Fluctuations in our revenue can lead~~ to ~~even greater fluctuations in our operating results. Our budgeted expense levels depend~~new in part on our expectations of long-term future revenue. Given relatively fixed operating costs related to our personnel and facilities, any substantial adjustment to our expenses to account for lower than expected levels of revenue will be customers; difficult and take time. Consequently, if our revenue does not meet projected levels, our operating expenses would be high relative to our revenue, which would negatively affect our operating performance.
~~Increased~~The ~~Internet~~inability ~~bandwidth~~of ~~costs~~our ~~and~~customers ~~network~~to ~~failures~~differentiate ~~may~~our ~~adversely~~services ~~affect~~from those of our ~~operating~~competitors ~~results.~~or our inability to effectively communicate such distinctions;
Our ~~success~~inability ~~depends in part upon the capacity, reliability, and performance of our network infrastructure, including the capacity leased from our Internet bandwidth suppliers. We depend on these companies~~ to ~~provide~~successfully ~~uninterrupted and~~communicate ~~error-free service through their telecommunications networks. Some of these providers are also our competitors. We exercise little control over these providers, which increases our vulnerability~~ to ~~problems~~businesses ~~with~~ the ~~services~~benefits ~~they provide. We have experienced and expect to continue to experience interruptions or delays in network service. Any failure on our part or the part~~ of ~~our third-party suppliers to achieve or maintain high data transmission capacity, reliability or performance~~ ~~could significantly reduce customer demand for our services and damage our business.~~ hosting;
AsThe ~~our~~decision ~~customer base grows and their usage~~ of ~~telecommunications~~businesses ~~capacity increases, we will continue~~ to ~~need~~host totheir ~~make~~Internet ~~additional~~sites ~~investments~~and inweb infrastructure ~~our~~internally ~~capacity to maintain adequate data transmission speeds, the availability of which may be limited~~ or ~~the~~ ~~cost~~in ofcolocation ~~which~~facilities ~~may be on terms unacceptable to us. If adequate capacity is not available to us~~ as ~~our~~an ~~customers’~~alternative ~~usage increases, our network may be unable~~ to ~~achieve or maintain sufficiently high data transmission capacity, reliability or~~the ~~performance.~~ use Inof ~~addition,~~ our ~~business~~hosting ~~would suffer if our network suppliers increased the prices for their~~ services ~~and we were unable to pass along the increased costs to our customers.~~;
~~Many~~Our ofinability ~~our~~to ~~current~~penetrate ~~and~~international potential competitors have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater brand recognition, and more established relationships in the industrymarkets; ~~than we do. As a result, some of these competitors may be able to:~~
~~Develop~~Our ~~superior~~inability ~~products~~to ~~or services, gain greater market acceptance, and~~ expand ~~their~~our ~~service~~sales ~~offerings~~to ~~more~~existing ~~efficiently or more rapidly~~customers;
~~Adapt~~Our inability to ~~new~~strengthen orawareness ~~emerging~~of ~~technologies~~our brand; and ~~changes in customer requirements more quickly;~~
~~Bundle~~Reliability, ~~hosting~~quality ~~services~~or compatibility problems with ~~other~~our services. ~~they provide at reduced prices;~~

A substantial amount of our past revenue growth was derived ~~Take~~from ~~advantage~~purchases of ~~acquisition~~service ~~and~~upgrades ~~other~~by ~~opportunities~~existing ~~more~~customers. ~~readily;~~Our costs associated with increasing revenues from existing customers are generally lower than costs associated with generating revenues from new customers. Therefore, a reduction in the rate of revenue increase or a rate of revenue decrease from our existing customers, even if offset by an increase in revenues from new customers, could reduce our operating margins.

~~Adopt~~Any ~~more~~failure ~~aggressive~~by ~~pricing~~us ~~policies~~to ~~and~~continue ~~devote~~attracting ~~greater~~new ~~resources~~customers toor ~~the~~grow our ~~promotion,~~revenues ~~marketing,~~from ~~and~~existing ~~sales~~customers for a prolonged period of ~~their~~time ~~services;~~could ~~and~~have a material adverse effect on our operating results.

~~Devote~~Our ~~greater~~existing ~~resources~~customers could elect to reduce or terminate the ~~research~~services ~~and~~they ~~development~~purchase offrom ~~their~~us ~~products~~because ~~and~~we ~~services~~do not have long-term contracts with our customers, which could adversely affect our operating results.

Our ~~acquisitions~~customer ~~may~~contracts ~~divert~~for our ~~management’s~~services ~~attention~~typically have initial terms of one to two years, ~~result~~which inunless ~~dilution~~terminated, may be renewed or automatically extended on a month-to-month basis. Our customers have no obligation to renew their services after their initial contract periods expire. Moreover, our ~~stockholders~~customers ~~and~~could ~~consume~~cancel ~~resources~~their ~~that~~service agreements before they expire. Our costs associated with maintaining revenue from existing customers are ~~necessary~~generally much lower than costs associated with generating revenue from new customers. Therefore, a reduction in revenue from our existing customers, even if offset by an increase in revenue from new customers, could reduce our operating margins. Any failure by us to ~~sustain~~continue to retain our ~~business~~existing customers could have a material adverse effect on our operating results.

WeIf ~~have~~we ~~made~~fail ~~acquisitions~~to hire and, ifretain ~~appropriate~~qualified ~~opportunities~~employees ~~present~~and management ~~themselves~~personnel, weour ~~may~~growth ~~make~~strategy ~~additional~~and ~~acquisitions~~our oroperating ~~investments~~results orcould ~~enter into joint ventures or strategic alliances with other companies~~be harmed. ~~Risks commonly encountered in such transactions include:~~

Our growth strategy depends on our ability to identify, hire, ~~The~~train, ~~difficulty~~and ofretain ~~assimilating~~IT ~~the~~professionals, technical engineers, operations employees, and sales and senior management personnel who maintain relationships with our customers and who can provide the technical, strategic, and marketing skills required for our company to grow. There is a shortage of qualified personnel in these fields, specifically in the ~~combined~~San Antonio, Texas area, where we are headquartered and a majority of our employees are located, and we compete with other companies; for this limited pool of potential employees. There is no assurance that we will be able to recruit or retain qualified personnel, and this failure could cause our operations and financial results to be negatively impacted.

~~The~~Our ~~risk~~success ~~that~~and wefuture ~~may~~growth ~~not~~also bedepends ~~able~~ to ~~integrate~~a significant degree on the ~~acquired~~skills ~~services~~and orcontinued ~~technologies~~services ~~with~~of our ~~current~~management ~~services~~team, ~~products~~especially Graham Alexander, our Chairman, and ~~technologies;~~Cody McLain, our Chief Executive Officer and President.

Our operating results may fluctuate significantly, which ~~The~~could ~~potential~~make ~~disruption~~our offuture results difficult to predict and could cause our ~~ongoing~~operating results ~~business;~~to fall below investor or analyst expectations.

Our operating results may fluctuate due to a variety of ~~The~~factors, ~~diversion~~including many of ~~management~~the ~~attention~~risks ~~from~~described in this section, which are outside of our ~~existing~~control. ~~business;~~As a result, comparing our operating results on a period-to-period basis may not be meaningful. You should not rely on our operating results for any prior periods as an indication of our future operating performance. Fluctuations in our revenue can lead to even greater fluctuations in our operating results. Our budgeted expense levels depend in part on our expectations of long-term future revenue. Given relatively fixed operating costs related to our personnel and facilities, any substantial adjustment to our expenses to account for lower than expected levels of revenue will be difficult and take time. Consequently, if our revenue does not meet projected levels, our operating expenses would be high relative to our revenue, which would negatively affect our operating performance.

~~The~~Increased ~~inability~~Internet ofbandwidth ~~management~~costs ~~to maximize our financial~~ and ~~strategic~~network ~~position~~failures may ~~through~~adversely ~~the~~affect ~~successful~~our ~~integration~~operating ~~of the acquired businesses;~~results.

~~Difficulty~~Our success depends in ~~maintaining~~part ~~controls~~upon the capacity, ~~procedures~~reliability, and performance ~~policies;~~of our network infrastructure, including the capacity leased from our Internet bandwidth suppliers. We depend on these companies to provide uninterrupted and error-free service through their telecommunications networks. Some of these providers are also our competitors.

We exercise little control over these providers, which ~~The~~increases ~~impairment~~our ofvulnerability ~~relationships~~to problems with ~~employees,~~the ~~suppliers,~~services they provide. We have experienced and ~~customers~~expect asto acontinue ~~result~~to experience interruptions or delays in network service. Any failure on our part or the part of ~~any~~our ~~integration;~~third-party suppliers to achieve or maintain high data transmission capacity, reliability or performance could significantly reduce customer demand for our services and damage our business.

As our customer base grows and their usage of ~~The~~telecommunications ~~loss~~capacity increases, we will continue to need to make additional investments in our capacity to maintain adequate data transmission speeds, the availability of anwhich ~~acquired~~may ~~base~~be limited or the cost of which may be on terms unacceptable to us. If adequate capacity is not available to us as our customers’ ~~and~~usage ~~accompanying~~increases, ~~revenue;~~our network may be unable to achieve or maintain sufficiently high data transmission capacity, reliability or performance. In addition, our business would suffer if our network suppliers increased the prices for their services and we were unable to pass along the increased costs to our customers.

Many of our current and potential competitors have ~~The~~substantially ~~assumption~~greater offinancial, ~~leased~~technical ~~facilities~~and marketing resources, ~~other~~larger customer ~~long-term~~bases, ~~commitments~~longer oroperating ~~liabilities~~histories, ~~that~~greater ~~could~~brand ~~have~~recognition, aand ~~material~~more ~~adverse~~established ~~impact~~relationships onin ~~our~~the ~~profitability~~industry ~~and~~than ~~cash~~we ~~flow~~do. As a result, some of these competitors may be able to:

AsDevelop asuperior ~~result~~products ~~of these potential problems and risks, businesses that we may acquire~~ or ~~invest in may not produce the revenue~~services, ~~earnings,~~gain orgreater ~~business~~market ~~synergies that we anticipated. In addition~~acceptance, ~~there can be no assurance that any potential transaction~~and ~~will~~ expand betheir ~~successfully~~service ~~identified~~offerings ~~and~~more ~~completed~~efficiently or ~~that,~~more ~~if completed, the acquired business or investment will generate sufficient revenue to offset the associated costs or other potential harmful effects on our business.~~rapidly;
WeAdapt ~~have and will continue~~ to ~~incur~~new ~~significant~~or ~~increased~~emerging ~~costs~~technologies ~~as a result of operating as a public company,~~ and ~~our~~changes ~~management~~in ~~will~~customer berequirements more ~~required to devote substantial time to new compliance initiatives.~~quickly;
AsBundle ahosting ~~public~~services ~~company,~~with ~~we have and will continue to incur significant legal, accounting, and~~ other ~~expenses~~services ~~that~~they weprovide ~~did~~at not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as rules subsequently implemented by the Securities and Exchange Commission, or the SEC, \ have imposed various requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced ~~policy limits and coverage or incur substantial costs to maintain the same or~~ similar coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers. prices;
InTake ~~order~~advantage ~~to respond to additional regulations applicable to public companies, such as Section 404~~ of ~~the~~acquisition ~~Sarbanes-Oxley Act, we have hired a number of finance~~ and accounting personnel. We use independent contractors to fill certain positions and provide certain accounting functions. In the future, we may be required to hire additional full-time accounting employees to fill these and other ~~related~~opportunities ~~finance~~more ~~and accounting positions. Some of these positions require candidates with public~~readily; company experience, and we may be unable to locate and hire such individuals as quickly as needed, if at all. In addition, new employees will require time and training to learn our business and operating processes and procedures. If our finance and accounting organization is unable for any reason to respond adequately to the increased demands resulting from being a public company, the quality and timeliness of our financial reporting may suffer and we could experience internal control weaknesses. Any consequences resulting from inaccuracies or delays in our reported financial statements could have an adverse effect on the trading price of our common stock as well as an adverse effect on our business, operating results, and financial condition.
Adopt more aggressive pricing policies and devote greater resources to the ~~Competition~~ promotion, marketing, and sales of their services; and
~~There~~Devote ~~are~~greater aresources ~~number of hotels with which the Company will be forced~~ to ~~compete with in~~ the ~~downtown~~research ~~Financial District in order to obtain sufficient occupancy~~ and ~~room~~development ~~rental~~of ~~rates.~~their ~~Competition from other real estate developers~~ products and ~~real estate~~ services. ~~companies may adversely affect our ability to:~~

Our acquisitions may divert our management’s attention, 1.result ~~Attract~~in ~~purchasers~~dilution to our stockholders and consume resources that are necessary to sustain our business.

We have made acquisitions and, if appropriate opportunities 2present themselves, we may make additional acquisitions or investments or enter into joint ventures or strategic alliances with other companies. ~~Sell~~Risks ~~undeveloped~~commonly encountered ~~rural~~in ~~land~~such transactions include:

The ~~presence~~difficulty of ~~competing~~assimilating ~~real~~the ~~estate~~operations ~~development~~and ~~companies~~personnel ~~in Mexico may impact on our ability to raise additional capital in order to fund our property acquisitions or property developments in Mexico if investors are~~ of the ~~view that investments~~ in combined ~~competitors are more attractive. Competition could also reduce the availability of properties of merit or increase the cost of acquiring the properties.~~ companies;
The risk that we may not be able to integrate the acquired services or ~~Nature~~ technologies ofwith ~~Investments~~our current services, products, and technologies;
~~Shareholders~~The ~~must~~potential ~~rely~~disruption ~~on the ability, expertise, judgment and discretion~~ of ~~management~~our ofongoing ~~the Company. There is no assurance that the Property or investments in the Property made by the Company will perform in a manner which will be profitable to~~business; ~~the Company.~~
~~Ability~~The ~~for~~diversion ~~the~~of ~~Company~~management toattention ~~Raise~~from ~~Sufficient~~our ~~Capital~~existing ~~for Development Financing~~ business;
~~Shareholders~~The ~~are~~inability ~~dependent upon the ability~~ of ~~the~~management ~~Management of the Company~~ to ~~raise~~maximize ~~sufficient~~our ~~capital~~financial orand ~~financing~~strategic position tothrough ~~complete~~ the ~~property~~successful ~~acquisition~~integration ~~and~~of ~~to later obtain~~ the ~~sufficient~~acquired ~~development financing and capital required to construct the~~businesses; ~~commercial development.~~
~~Factors~~Difficulty ~~Affecting~~in ~~Property~~maintaining controls, procedures, and policies;
The ~~Company's~~impairment ~~success depends upon the success~~ of ~~the~~relationships ~~development~~with ~~approval process~~employees, ~~the ability of the Company to service the land loan~~suppliers, ~~the development financing,~~ and ~~any other costs that come up~~ customers as ~~they relate to the development process. Property, Economic, governmental, industry and internal factors that detrimentally affect the financial health of the Property will cause~~ a ~~resulting~~result ~~loss~~ of ~~value~~any ~~in the Company's investments.~~ integration;
~~Possible~~The ~~Loss~~loss of ~~Limited~~an ~~Liability~~acquired base of customers and accompanying revenue; and
The ~~Company~~assumption ~~may~~of beleased ~~carrying~~facilities, ~~on business in jurisdictions~~ other ~~than that under which it was formed. The Company will be registered as an extra~~long-~~jurisdictional~~term ~~Company~~commitments ~~in those jurisdictions where the Company is advised that it will be carrying on business by virtue of this Offering~~ or otherwise and where there is provision for registration as an extra jurisdictional Company. However, there is a risk that Unit Holders may not be afforded limited liability in jurisdictions where the Company is ~~not~~ liabilities ~~registered to the extent~~ that ~~principles~~could ~~of conflicts of law recognizing the limitation of liability of Unit Holders~~ have ~~not~~a ~~been~~material ~~authoritatively~~adverse ~~established~~impact ~~with~~on ~~respect~~our toprofitability ~~Companys formed under laws of one jurisdiction but carrying on~~and ~~business~~ cash ~~in other jurisdictions~~flow.

As a result of these potential problems and risks, businesses ~~Reliance~~that onwe ~~Company~~may acquire or invest in may not produce the revenue, earnings, or business synergies that we anticipated. In addition, there can be no assurance that any potential transaction will be successfully identified and completed or that, if completed, the acquired business or investment will generate sufficient revenue to offset the associated costs or other potential harmful effects on our business.

~~Shareholders~~We ~~will~~have beand ~~required~~will tocontinue ~~rely on the ability of the Company~~ to ~~actively~~incur ~~manage~~significant ~~the~~increased costs ~~assets~~as ofa ~~the~~result ~~Company. The Company will make the actual decisions on the development~~ of ~~the~~operating ~~Property~~as ~~upon~~a ~~which~~public ~~the~~company, ~~success~~and ofour ~~the~~management ~~Company~~ will ~~depend. No~~be ~~assurance~~required can be given that the business approaches utilized by the Manager will prove successful. There can be no assurance that satisfactory replacements for Company will be available, if needed. The Company will depend, to adevote ~~great~~substantial ~~extent,~~time on the services of a very limited number of individuals of the Company in the administration of the Company's business. The loss of such services for any reason could impair the ability of the Manager Company to ~~perform~~new ~~its~~compliance ~~advisory activities on behalf of the Company~~initiatives.

As a public company, we have and will continue to incur ~~Reliance~~significant legal, accounting, and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as rules subsequently implemented by the Securities and Exchange Commission, or the SEC, have imposed various requirements on ~~Executive~~public companies, including requiring changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantial costs to maintain the same or similar coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

In order to respond to additional regulations applicable to ~~The~~public ~~Company~~companies, such as Section 404 of the Sarbanes-Oxley Act, we have hired a number of finance and accounting personnel. We use independent contractors to fill certain positions and provide certain accounting functions. In the future, we may be required to hire additional full-time accounting employees to fill these and other related finance and accounting positions. Some of these positions require candidates with public company experience, and we may be unable to locate and hire such individuals as quickly as needed, if at all. In addition, new employees will ~~depend~~require ~~extensively~~time onand ~~its~~training ~~executive~~to ~~management~~learn ~~raise~~our ~~sufficient~~business ~~capital~~and operating processes and procedures. If our finance and accounting organization is unable for any reason to respond adequately to the increased demands resulting from being a public company, the quality and timeliness of our financial reporting may suffer and we could experience internal control weaknesses. Any consequences resulting from inaccuracies or delays in our reported financial statements could have an adverse effect on the trading price of our common stock as well as an adverse effect on our business, operating results, and financial condition.

~~Limited~~Property ~~Ability~~Ownership toRisk ~~Liquidate~~of ~~Shares~~Tulum Hotel ParaYso Property

~~The~~Under ~~current~~the ~~market~~terms of the property purchase agreement for ~~liquidating~~our Solidaridad ~~the~~Property, ~~shares~~Ms. ~~and~~Galan-Rios ~~selling~~assigned to us her interest in an occupation order issued by the ~~shares~~Ejidal isCommissariat onof the ~~Over~~Ejido NCPE Jose Maria Pino Suarez for the ~~Counter~~use ~~Bulletin~~and ~~Board~~possession inof the ~~United~~Solidaridad ~~States~~Property. ~~Shareholders~~Under Mexican ~~are~~law ~~also~~we ~~under~~own ~~certain~~the ~~resale~~right ~~restrictions~~to aspossess ~~per~~and ~~rule~~make ~~144~~use of our Solidaridad Property but do not own title to the ~~United~~property ~~States~~until ~~Securities~~a ~~Act~~legal ofsurvey ~~1933~~is completed by the Mexican government. Because we do not own legal title to our Solidaridad ~~The~~Property ~~current~~we ~~market~~are ~~for~~subject to the ~~shares~~risk isthat: ~~illiquid~~(i) ~~and~~conditions ~~could~~may be ~~difficult~~imposed toon ~~achieve~~our occupation order for the ~~current~~property ~~market~~and/or ~~value~~the ~~for~~order may be cancelled; (ii) the Mexican ~~shares.~~government ~~This~~may ~~Offering~~delay the implementation of ~~Units~~a islegal survey or decide not to ~~qualified~~undertake bya ~~way~~survey of ~~prospectus,~~the property; and ~~consequently~~(iii) if a legal survey is completed there is no assurance that we will not be required to pay additional fees for the ~~resale~~transfer of ~~Units~~legal ~~could~~title to the property or that the property boundaries will be ~~subject~~identical to those granted in the occupation order issued by the Ejidal ~~restrictions~~Commissariat. ~~under~~The ~~applicable~~occurrence ~~securities~~of ~~legislation~~any of the above risks would have a material adverse effect our business, results of operations or financial condition.

~~Tax~~Environmental ~~Liability~~And Other Regulations

~~Each~~Our ~~Unit~~present ~~Holder~~operations isand ~~required~~development toactivities ~~include~~ in ~~computing~~Mexico ~~income,~~are subject ~~a pro rata share of the income of the Company allocated~~ to ~~him.~~Mexican ~~Income~~state ~~will~~and belocal ~~allocated~~laws toand ~~Unit~~regulations, ~~Holders~~respectively, ~~according~~ relating to the ~~terms~~protection of the ~~Company~~environment, ~~Agreement~~including ~~and~~those ~~without~~concerning ~~regard~~water ~~to the~~supply, ~~acquisition~~wastewater, ~~price~~noise, ofsoil ~~such~~pollution ~~Units.~~and ~~Unit~~generation ~~Holders~~and ~~may~~handling ~~have an income tax liability in respect~~ of ~~profits~~hazardous ~~not~~waste and ~~distributed~~materials and ~~also~~environmental ~~in respect of returns of capital on the Units exceeding the adjusted cost base of their Units~~impact.

We believe that we are in compliance in all material respects ~~Potential~~with ~~Indemnification~~all ~~Obligations~~Mexican state and local laws and regulations relating to water, atmospheric pollution, hazardous wastes or substances. We have not been notified by any environmental authority or any third party, of any material noncompliance, liability or claim related to those environmental matters in connection with any of our present properties. The possibility exists that in the future that our facilities and operations will encounter: (i) newer and stricter state or local environmental laws and regulations, (ii) more rigorous interpretations of existing environmental laws and regulations, and/or (iii) stricter enforcement of federal, state and local environmental law regulations.

~~Under~~The ~~certain~~Solidaridad ~~circumstances,~~Property ~~the~~is ~~Company might be~~ subject to ~~significant~~federal, ~~indemnification~~state ~~obligations~~and inlocal regulations ~~respect~~and ofrestrictions ~~the~~that ~~Company~~may orimpose ~~certain~~significant ~~parties~~limitations ~~related~~on our ability to develop them. ~~The~~In ~~Company~~addition, ~~will~~our ~~not~~ownership ~~carry~~and ~~any~~operation ~~Insurance~~of toreal property ~~cover~~is ~~such~~subject ~~potential~~to ~~obligations~~extensive and ~~none of~~evolving ~~the~~federal, ~~foregoing~~state ~~parties~~and ~~will~~local environmental belaws ~~insured~~and ~~for~~other ~~losses~~regulations. ~~for~~The ~~which~~provisions ~~the~~and ~~Company~~enforcement ~~has agreed to~~of ~~indemnify~~these ~~them.~~environmental ~~Any~~laws ~~indemnification~~and ~~paid~~regulations bymay ~~the~~become ~~Company~~more ~~would~~stringent ~~reduce~~in the future. ~~Company's~~Violations ~~net~~of ~~asset~~these ~~value~~laws and, byregulations ~~extension,~~can ~~the~~result ~~value~~in: ~~of the shares.~~

~~Real~~1. ~~Property~~Civil ~~Development~~penalties; 2. Remediation expenses; 3. Natural resource damages; 4. Personal injury damages; 5. Potential injunctions; 6. Cease and ~~Ownership~~desist orders; and 7. Criminal penalties.

~~Real~~In ~~estate developments and investments are generally subject to varying degrees of risk depending on the nature of the property. Such risks include changes in general economic conditions~~addition, ~~government~~some ~~regulation (such as taxation~~ of ~~property~~these ~~and~~ environmental ~~legislation)~~laws ~~and~~impose ~~the attractiveness of hotel suites to potential purchasers. In addition~~strict liability, ~~each segment in the real estate development industry is capital intensive and is typically sensitive to interest rates. The income generated by the Property in~~ which ~~the~~means ~~Company~~that ~~has~~we ~~an interest is dependent upon general economic conditions and, accordingly, the return to investors~~ may be ~~affected~~held byliable ~~changes~~for inany ~~those~~environmental ~~conditions.~~damages on ~~Certain~~our ~~significant expenditures, including~~ property ~~taxes, maintenance costs, mortgage payments, insurance costs and related charges must be made~~ regardless of ~~whether~~our ~~or not a property is producing sufficient income to service such expenses~~fault. InThe ~~addition,~~presence ~~the Property~~ of ~~the~~hazardous ~~Company~~substances ~~may be subject to~~on ~~mortgages~~a toproperty ~~complete~~may ~~the~~also ~~purchase~~adversely ofaffect aour ~~particular~~ability ~~Property~~to ~~which~~sell ~~require~~or ~~debt~~develop ~~service payments. If~~ the ~~Company is unable~~ property or ~~unwilling~~ to ~~meet~~borrow ~~mortgage~~using ~~payments~~the ~~on any~~ property, ~~losses could be sustained~~ as ~~a result of the exercise by the mortgagee of its rights of foreclosure or sale~~collateral.

Changes in laws or the interpretation thereof, new enforcement ~~Ability~~of laws, the identification of new facts or the failure of other parties to perform ~~Obtain,~~remediation ~~Pre-Development~~could ~~Approvals~~all lead to ~~Allow~~new ~~Future~~or ~~Development~~greater onliabilities ~~the~~that ~~Property~~could materially adversely affect our business, results of operations or financial condition.

The ~~Company~~Occurrence ~~will~~In beMexico ~~subject~~Of toNatural risks associated with the development of the Property such as municipal and government approvals along with potential environmental problems. As a result the ability to develop the Property may be affected from time to time in varying degrees by obtaining or not obtaining the appropriate municipal or government approvals or, alternatively, such approval may be subject to such terms and conditions that may delay or change the Property and thereby altering the profitability of such Property. While management has obtained the necessary predevelopment approvals its past projects, this is NOT a guarantee of future performance. Disasters

Our property is located in Mexico. The occurrence of natural ~~Construction~~disasters, ~~Costs~~such as fires, hurricanes, floods, unusually heavy or prolonged rain and ~~Uncertainty~~droughts ofin ~~Density~~Mexico could have a material adverse effect on our ability to develop properties or realize income from our property.

~~The~~We ~~real~~Do ~~estate~~Not ~~industry~~Carry isComprehensive ~~significantly~~Liability ~~impacted~~Insurance byfor ~~fluctuations in~~ the ~~cost of construction and servicing of land. Any material increase in construction and/or servicing costs may have a materially adverse effect on the Company in the timing of~~ ~~selling~~Mexico ~~the~~ Property ~~or having the Company purchase a portion or all of the Property~~.

We do not currently carry comprehensive liability, fire, ~~Liquidity~~hurricane, ofstorm, ~~Real~~earthquake, ~~Estate~~and business interruption insurance with respect to our business operations in Mexico. 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 and would continue to be obligated on any indebtedness or other obligations related to the property. Any such loss could have a material adverse effect on Rancho.

Real estate is relatively illiquid. Such illiquidity may limit the ability of the Company to diversify its portfolio promptly in response to changing economic or investment conditions. In recessionary times, it may be virtually impossible to dispose of certain types of real estate, particularly commercial real estate.

The costs of holding real estate are considerable, and the Company, as a holder of real estate, during a recessionary period may be faced with ongoing expenditures with little prospect of incoming receipts. Without adequate cash reserves, it may be necessary for the Company to dispose of Property at low prices. Financial difficulties of other property owners may lead to distress sales which could further depress real estate values in markets in which the Company operates.

Environmental Matters

Under various environmental laws, ordinances and regulations, the current or previous owner or operator of real property may be liable for the costs of removal or rededication of hazardous or toxic substances on, under or in such property. Such laws could impose liability whether or not the Company knew of, or was responsible for, the presence of such hazardous or toxic substances. The presence of hazardous or toxic substances, or the failure to remove or rededicate such substances, if any, could adversely affect the Company's ability to sell such real estate or to borrow using such real estate as collateral and could potentially also result in claims against the Company

Property Ownership Risk of Tulum Hotel ParaYso Property

Under the terms of the property purchase agreement for our Solidaridad Property, Ms. Galan-Rios assigned to us her interest in an occupation order issued by the Ejidal Commissariat of the Ejido NCPE Jose Maria Pino Suarez for the use and possession of the Solidaridad Property. Under Mexican law we own the right to possess and make use of our Solidaridad Property but do not own title to the property until a legal survey is completed by the Mexican government. Because we do not own legal title to our Solidaridad Property we are subject to the risk that: (i) conditions may be imposed on our occupation order for the property and/or the order may be cancelled; (ii) the Mexican government may delay the implementation of a legal survey or decide not to undertake a survey of the property; and (iii) if a legal survey is completed there is no assurance that we will not be required to pay additional fees for the transfer of legal title to the property or that the property boundaries will be identical to those granted in the occupation order issued by the Ejidal Commissariat. The occurrence of any of the above risks would have a material adverse effect our business, results of operations or financial condition.

Environmental And Other Regulations

Our present operations and development activities in Mexico are subject to Mexican state and local laws and regulations, respectively, relating to the protection of the environment, including those concerning water supply, wastewater, noise, soil pollution and generation and handling of hazardous waste and materials and environmental impact.

We believe that we are in compliance in all material respects with all Mexican state and local laws and regulations relating to water, atmospheric pollution, hazardous wastes or substances. We have not been notified by any environmental authority or any third party, of any material noncompliance, liability or claim related to those environmental matters in connection with any of our present properties. The possibility exists that in the future that our facilities and operations will encounter: (i) newer and stricter state or local environmental laws and regulations, (ii) more rigorous interpretations of existing environmental laws and regulations, and/or (iii) stricter enforcement of federal, state and local environmental law regulations.

The Solidaridad Property is subject to federal, state and local regulations and restrictions that may impose significant limitations on our ability to develop them. In addition, our ownership and operation of real property is subject to extensive and evolving federal, state and local environmental laws and other regulations. The provisions and enforcement of these environmental laws and regulations may become more stringent in the future. Violations of these laws and regulations can result in:

1. Civil penalties; 2. Remediation expenses; 3. Natural resource damages; 4. Personal injury damages; 5. Potential injunctions; 6. Cease and desist orders; and 7. Criminal penalties.

In addition, some of these environmental laws impose strict liability, which means that we may be held liable for any environmental damages on our property regardless of our fault. The presence of hazardous substances on a property may also adversely affect our ability to sell or develop the property or to borrow using the property as collateral.

Changes in laws or the interpretation thereof, new enforcement of laws, the identification of new facts or the failure of other parties to perform remediation could all lead to new or greater liabilities that could materially adversely affect our business, results of operations or financial condition.

The Occurrence In Mexico Of Natural Disasters

Our property is located in Mexico. The occurrence of natural disasters, such as fires, hurricanes, floods, unusually heavy or prolonged rain and droughts in Mexico could have a material adverse effect on our ability to develop properties or realize income from our property.

We Do Not Carry Comprehensive Liability Insurance for the Mexico Property.

We do not currently carry comprehensive liability, fire, hurricane, storm, earthquake, and business interruption insurance with respect to our business operations in Mexico. 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 and would continue to be obligated on any indebtedness or other obligations related to the property. Any such loss could have a material adverse effect on Rancho.

Future Equity Financings May Dilute Existing Stockholders’ Ownership Interests.

We rely upon the availability of equity capital to fund our growth, which financing may or may not be available on favorable terms or at all. Equity capital could include our common stock or preferred stock. We cannot guarantee that additional financing, refinancing or other capital will be available in the amounts we desire or on favorable terms.

There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

ITEM 3. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

AsUnder of the ~~end of the period covered by this Quarterly Report, our management carried out an evaluation, under the~~ supervision and with the participation of our ~~principal~~Chief Executive ~~executive~~Officer ~~officer~~(CEO) and ~~principal~~Chief ~~financial~~Financial ~~officer~~Officer (CFO), ofwe ~~the~~have ~~effectiveness~~evaluated of the ~~design~~effectiveness ~~and operation~~ of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Act”)) as of August 31, 2009. Based on this evaluation, our ~~principal~~CEO ~~executive officer~~ and ~~principal~~CFO ~~financial officer has~~ concluded that ~~our disclosure controls and procedures are~~, as of ~~the~~August ~~date~~31, ~~covered by this Quarterly Report~~2009, ~~ineffective~~ toour ~~ensure~~disclosure ~~that~~controls ~~the~~and ~~information~~procedures ~~required~~were tonot effective. beThis ~~disclosed~~conclusion bywas usbased inon the ~~reports~~existence ~~that~~of ~~we file or submit under~~ the ~~Exchange~~material ~~Act is recorded, processed,~~weaknesses ~~summarized~~in ~~and~~our ~~reported~~internal ~~within~~control ~~the~~over ~~time~~financial ~~periods~~reporting ~~specified~~previously indisclosed ~~the SEC rules~~ and discussed ~~forms~~below.

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended August 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We identified and continue to have the following material weakness in our internal controls over financial reporting:

There is a lack of segregation of duties and technical accounting expertise. Our financial reporting and all accounting functions are performed by an external consultant with no oversight by a professional with accounting expertise. Our management does not possess accounting expertise and hence our controls over the selection and application of accounting policies in accordance with generally accepted accounting principles were inadequate and constitute a material weakness in the design of internal control over financial reporting. This weakness is due to the Company’s lack of working capital to hire additional staff.

PART II - OTHER INFORMATION

ITEM 1. ~~LEGAL PROCEEDINGS.~~

LEGAL ~~None~~PROCEEDINGS.

~~ITEM~~We 2commenced an action on February 3rd, 2009 against the principals of AptHost and its affiliated companies for breach of contract, intentional interference with business, fraudulent conveyance, and both preliminary and permanent injunctive relief. ~~UNREGISTERED~~On ~~SALES~~May OF8, ~~EQUITY~~2009 ~~SECURITIES~~US ~~AND~~Nevada ~~USE~~Southern District OFCourt ~~PROCEEDS~~case 0902-224 was dismissed with prejudice. The parties entered into a settlement agreement whereby the sellers received 1,000,000 shares in RSDV and the buyers were fully entitled to ownership of AptHost.

~~None~~ITEM 2.

~~ITEM~~UNREGISTERED SALES 3.OF ~~DEFAULTS~~EQUITY ~~UPON~~SECURITIES ~~SENIOR~~AND ~~SECURITIES~~USE OF PROCEEDS.

None.

ITEM 43. ~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.~~

DEFAULTS UPON ~~None.~~SENIOR SECURITIES.

~~ITEM~~As 5of November 30, 2008, the Company had notes payable of $50,000 and convertible notes payable of $112,500 (a beneficial conversion feature totaling $112,500 was recognized at inception of the convertible debt that has been fully amortized as interest expense as of August 31, 2009). ~~OTHER~~During the ~~INFORMATION~~nine months ended August 31, 2009, no payments were made on these notes. All of the notes and convertible notes are currently past due and in default. All loans are collateralized by the assets of the company.

~~None.~~ITEM 4.

~~ITEM~~SUBMISSION 6.OF MATTERS ~~EXHIBITS~~TO ~~AND~~A ~~REPORTS~~VOTE ONOF ~~FORM~~SECURITY ~~8-K~~HOLDERS.

Exhibit
Number	Description of Exhibits
3.1	Articles of Incorporation.(1)
3.2	Bylaws, as amended.(1)
4.1	Form of Share Certificate.(1)
10.6	Purchase Agreement dated for reference November 29, 2004 between Monica Galan-Rios and Rancho Santa Monica Developments Inc.(1)
10.7	Promissory Note dated November 29, 2004 Monica Galan-Rios and Rancho Santa Monica Developments Inc.(1)
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

None.

~~(1)~~ITEM ~~Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on January 29, 2005, as amended~~5.

~~REPORTS~~OTHER INFORMATION. ~~ON FORM 8-K~~

WeNone. ~~filed the following Current Reports on Form 8-K during the fiscal quarter ended May 31st, 2009:~~

~~Date~~ITEM ~~of Form 8-K Date of Filing with the SEC Description of the Form 8-K~~6.

~~SIGNATURES~~ EXHIBITS.

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit
Number	Description of Exhibits
3.1	Articles of Incorporation.⁽¹⁾
3.2	Bylaws, as amended.⁽¹⁾

		RANCHO SANTA MONICA DEVELOPMENTS INC.
4.1	Form of Share Certificate.(1)
Date: June X , 2009	By:	/s/ Graham G. Alexander
10.6	Purchase Agreement dated for reference November 29, 2004 between Monica Galan-Rios and Rancho Santa Monica Developments Inc.(1)
		GRAHAM G. ALEXANDER
10.7	Promissory Note dated November 29, 2004 Monica Galan-Rios and Rancho Santa Monica Developments Inc.(1)
		Chief Executive Officer, Chief Financial Officer
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
		President, Secretary and Treasurer
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
		(Principal Executive Officer
		and Principal Accounting Officer)

(1)	Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on January 29, 2005, as amended.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	RANCHO SANTA MONICA DEVELOPMENTS INC.



Date: December 9^th, 2009	By:	/s/ Graham G. Alexander
		GRAHAM G. ALEXANDER
		Chief Executive Officer, Chief Financial Officer
		President, Secretary and Treasurer
		(Principal Executive Officer
		and Principal Accounting Officer)

Filing Compare · RANCHO SANTA MONICA DEVELOPMENTS INC.