SecProbe.io

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      May 20, 2005

Via Facsimile at (212) 930-9725 and U.S. Mail

Gregory Sichenzia, Esq.
Yoel Goldfelder, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, NY  10018

Re:	REII Incorporated
Information Statement Pursuant to Section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 thereunder
Filed May 16, 2005
File Number 5-80704

Dear Messrs. Sichenzia and Goldfelder:

	We have the following comments on your filing.
1. Please revise to describe the amount and source of
consideration
used to effect the change of control transaction.  See Item 6(e)
of
Schedule 14A.
2. We note your indication that the "information contained in this
Information Statement concerning each person for [y]our Board of
Directors has been furnished to [you] by each individual, and
[you]
assume no responsibility for the accuracy, completeness or
fairness
of any of that information."  Disclaimers regarding the accuracy
or
completeness of information reported are inappropriate.  Please
revise to remove this disclaimer.
Security Ownership of Certain Beneficial Owners and Management,
page
2
3. In the future, please note that the footnotes to the beneficial
ownership table should identify the natural person who controls,
i.e.
voting or investment power, the stock owned by entities listed in
the
table.  See Exchange Act Rule 13d-3.  Your disclosure as to the
fact
that Daniel Ollech is a director and owner of 33% of Livorno
Investments Ltd. does not provide enough information as to whether
Mr. Ollech or anyone else has control over the common stock owned
by
Livorno Investments Ltd.

Shareholder Communications, page 4

4. Please revise to ensure that you have provided all of the
information required pursuant to Item 7(d) of Schedule 14A,
including
information regarding the lack of a nominating committee
procedures
and shareholder communications, or tell us why you do not believe
additional information is required.  We note that you indicate
that
the Company`s Board of Directors currently performs the functions
of
audit, nominating and compensation committees.  For purposes of
disclosure required pursuant to Item 7(d)(2)(ii), see the
Instruction
which indicates that the term "nominating committee" includes
groups
of directors fulfilling the role of a nominating committee.
Accordingly, please disclose whether or not you have a charter,
pursuant to Item 7(d)(2)(ii)(A) and (B) of Schedule 14A.  Disclose
whether or not the members of your nominating committee are
independent pursuant to Item 7(d)(2)(ii)(C) and (D).  Note that
even
where the company does not have any defined policy or procedures
for
the nomination of directors and shareholder recommendations,
provide
the basis for the board`s apparent view that it is appropriate not
to
have a policy regarding the consideration of director candidates
recommended by security holders. See Item 7(d)(2)(ii)(F) of
Schedule
14A.  Also, describe the procedures to be followed by security
holders in submitting director nominations, in accordance with
Item
7(d)(2)(ii)(G) of Schedule 14A.  Please also provide the
disclosure
required pursuant to Item 7(d)(2)(ii)(I) and (J) of Schedule 14A.

Schedule 13D filed May 17, 2005
5. Please be advised that where the statement on Schedule 13D is
filed by a corporation, the information called for by Items 2-6
must
be given with respect to each executive officer and director
and/or
controlling person of the corporation.  See Instruction C to
Schedule
13D.  We note that Livorno Investments Ltd. is the filing person
on
this Schedule 13D and it does not appear that the information
required pursuant to Instruction C has been provided.  Please
revise
to provide this information.

Schedule 13D filed April 29, 2005
6. While we appreciate that you may not be counsel to the
reporting
person and, therefore, not responsible for ensuring that the
reporting person complies with the reporting obligations under
Section 13, if possible, please ensure that a final amendment
reflecting the sale of shares is reflected and that appropriate
disclosure as to the date by which the reporting person ceased to
be
the beneficial owner of more than 5% is made pursuant to Item 5 of
Schedule 13D.

Closing comment

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

------
      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR and
"tagged"
as correspondence.  If the information you provide in response to
our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a
manner reasonably calculated to inform them of the new
information.
If you do not agree with a comment, please tell us why in your
response.
      Please direct any questions regarding our comments to me at
(202) 551-3264.  You may also reach me via facsimile at (202) 772-
9203.

								Sincerely,

								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions

cc:	Daniel Ollech
	President and Chief Executive Officer
	REII Incorporated
	Rua Cotoxo 611-cj63
	Sao Paolo - SP - Brazil
	05021-000

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May 20, 2005
Page 1 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

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