Item 1.01 Entry into a Material Definitive Agreement.

On December 1st, 2008 Rancho Santa Monica Developments Inc. (the "Company"), entered into an Agreement to purchase all of the outstanding shares of AptHost Communications USA Ltd ("Apthost") whereby the Company would issue 1,000,000 shares (the "shares") of its common stock for 500,000 shares of the common stock of AptHost representing all the outstanding shares of AptHost. 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.