Unassociated Document

WILLIAMS LAW GROUP, P.A.

2503 W. Gardner Ct.

Tampa FL 33611

Phone: 813-831-9348

Fax: 813-832-5284

e-mail: wmslaw@tampabay.rr.com

February 23, 2010

Mr. Phil Rothenberger

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. St., N.E.

Washington, D.C. 20549-7010

Re:

Prime Estates & Developments, Inc.

Registration Statement on Form S-11

Dear Mr. Rothenberger:

We have filed on EDGAR the above Amendment No. 4 to Form S-1 on FORM S-11.

Set forth below are our responses to comments on your letter of February 17, 2010.

Comment 1

We have checked the appropriate boxes on the cover page.

Comment 2

We have described what we mean by equity participations.

Comment 3

We have included additional detail concerning this aspect of our business plan.

Comment 4

Disclosure concerning offering expenses revised per comment.

Comment 5

We have revised disclosure concerning Mr. Sinos consistent with this comment.

Comment 6

Amended report attached.

Comment 7

Imputed interest policy disclosure added.

Thank you for your consideration.