SecProbe.io

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Mail Stop 4561
									September 9, 2005

Mr. F. Dale Markham
Chief Executive Officer
REIT Americas, Inc.
2960 N. Swan Road, Suite 300
Tucson, AZ 85712

      Re:	REIT Americas, Inc.
		Form 10-KSB for Fiscal Year Ended December 31, 2004
		Form 10-QSB for Fiscal Quarter Ended March 31, 2005
		Form 10-QSB for Fiscal Quarter Ended June 30, 20005
		File No. 33-11863

Dear Mr. Markham:

      We have reviewed your above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and do not intend to
expand our review to other portions of your documents.  Where
indicated, we think you should revise your documents in response
to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the Fiscal Year Ended December 31, 2004

Item 13 - Exhibits and Reports on Form 8-K, page 16

1. Please revise the certifications included as exhibits 31.1 and
31.2 to conform to the presentation presented in Item 601(b)(31)
of
Regulation S-B, if such statements continue to be true considering
the revised wording and evaluation date as of the period end,
rather
than as of a date within 90 days of the filing.  Refer to
Management`s Report on Internal Control over Financial Reporting
and
Certification of Disclosure in Exchange Act Periodic Reports, SEC
Release No. 33-8392, available on our website at
<http://www.sec.gov/rules/final/33-8392.htm> for guidance.  Please
make conforming changes to the Forms 10-QSB for the fiscal
quarters
ended March 31, 2005 and June 30, 2005.

Item 14 - Controls and Procedures Disclosure, page 16
2. We note your disclosure that your "chief executive officer and
chief financial officer have concluded that disclosure controls
and
procedures are, to the best of their knowledge, effective to
ensure
that the information required to be disclosed by REIT Americas,
Inc.
in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the periods
specified in Securities and Exchange Commission rules and forms."
Revise to clarify, if true, that your officers concluded that your
disclosure controls and procedures are also effective to ensure
that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your chief executive officer and chief
financial officer, to allow timely decisions regarding required
disclosure.  See Exchange Act Rule 13a-15(e).
3. Please revise your disclosure regarding management`s assessment
of
disclosure controls and procedures to reflect an evaluation date
as
of the end of the period covered by the report, if such statements
continue to be true considering the revised date.  Please refer to
Item 307 of Regulation S-B and Section II.F.3 of Management`s
Reports
on Internal Control Over Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-
8238,
available on our website at <http://www.sec.gov/rules/final/33-
8238.htm>.
4. We note your disclosure that, "Subsequent to the date of their
evaluation, our chief executive officer and acting chief financial
officer have concluded that there were no significant changes in
internal controls or in other factors that could significantly
affect
its internal controls, including any corrective actions with
regard
to significant deficiencies or material weaknesses."  Please
revise
to clarify whether the Company made any significant changes to
internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the
Company`s
internal control over financial reporting.  Please refer to Item
308(c) of Regulation S-B and Section II.F.3 of Management`s
Reports
on Internal Control Over Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-
8238,
available on our website at <http://www.sec.gov/rules/final/33-
8238.htm>.  Please make conforming changes in your Forms 10-QSB
for
the fiscal quarters ended March 31, 2005 and June 30, 2005.

Financial Statements

Note 7 - Capitalization, page F-9
5. We note that your Series A Convertible Preferred Stock is
convertible to common stock at the fixed rate of ten shares of
common
stock to one share of preferred stock.  Please tell us how you
considered the guidance in EITF 98-5 in determining whether
proceeds
should be allocated to the conversion feature.

Forms 10-QSB for the fiscal quarters ended March 31, 2005 and June
30, 2005

Item 3 - Controls and Procedures, page 14 and page 16,
respectively
6. We note your disclosures regarding your chief executive officer
and chief financial officer`s evaluation of the effectiveness of
disclosure controls and procedures.  Please revise to clarify
that,
if true, they found such disclosure controls and procedures to be
effective to ensure that information required to be disclosed by
the
Company in reports that it files under the Exchange Act is
recorded,
processed, summarized and reported within the time periods
specified
in the rules and forms of the SEC and to ensure that information
required to be disclosed in the reports that you file or submit
under
the Exchange Act is accumulated and communicated to your
management,
including your chief executive officer and chief financial
officer,
to allow timely decisions regarding required disclosure.  See
Exchange Act Rule 13a-15(e).
7. We note your statement that, "Due to the inherent limitations
of
the effectiveness of any established disclosure controls and
procedures, management cannot provide absolute assurance that the
objectives of its disclosure controls and procedures will be met."
Please revise to state clearly, if true, that your disclosure
controls and procedures are designed to provide reasonable
assurance
of achieving their objectives and that your chief executive
officer
and chief financial officer concluded that your disclosure
controls
and procedures are effective at that reasonable assurance level.
In
the alternative, remove the reference to the level of assurance of
your disclosure controls and procedures.  Please refer to Section
II.F.4 of Management`s Reports on Internal Control Over Financial
Reporting and Certification of Disclosure in Exchange Act Periodic
Reports, SEC Release No. 33-8238, available on our website at
<http://www.sec.gov/rules/final/33-8238.htm>.

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

      You may contact Amanda Sledge, Staff Accountant, at (202)
551-
3473 or the undersigned at (202) 551-3428 if you have questions.

								Sincerely,

      Rachel Zablow
      Staff Accountant
Mr. F. Dale Markham
REIT Americas, Inc.
September 9, 2005
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