U.S. Securities and Exchange Commission
                              Washington D.C. 20549

                                   FORM 10-KSB

(Mark One)

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                   For the fiscal year ended December 31, 2004

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from _________________to________________________

Commission File Number 0-26843

                                RG America, Inc.
                 (Name of small business issuer in its charter)


             Nevada                               75-2823489
 (State or other jurisdiction of               (I.R.S. Employer
  incorporation or organization)               Identification No.)

    2100 Valley View Lane, Suite 100, Dallas, TX    75234
       (Address of principal executive offices)   (Zip Code)

(Issuer's telephone number)  (972) 919-4774

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class             Name of exchange on which registered
      None                                          None

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 Par Value
                                (Title of Class)

Check whether 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 |_|


                                       1
<PAGE>

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB |_|

State issuer's revenues for its most recent fiscal year..............$ 5,100,111

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act).

As of April 8, 2005, the aggregate market value of our common stock, $0.001 par
value, held by non-affiliates was approximately $12,204,126 (24,906,380 shares
at $0.49, which is the last reported sales price of the Company's common stock
on the Over the Counter Bulletin Board).

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date................

As of April 8, 2005, there were approximately 20,244,460 shares of common stock,
$0.001 par value, issued and outstanding. Additionally, there were 4,661,920
shares of common stock issuable.

Transitional Small Business Disclosure Format (check one)

Yes |_|     No |X|


                                       2
<PAGE>

                                TABLE OF CONTENTS

PART I

Item 1.           Description of Business
Item 2.           Description of Property
Item 3.           Legal Proceedings
Item 4.           Submission of Matters to a Vote of Security Holders

PART II

Item 5.           Market for Common Equity, Related Stockholder Matters, and
                  Small Business Issuer Purchases of Equity Securities
Item 6.           Management's Discussion and Analysis or Plan of Operation
Item 7.           Financial Statements
Item 8.           Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure
Item 8.A.         Controls and Procedures
Item 8.B          Other Information

PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act
Item 10.          Executive Compensation
Item 11.          Security Ownership of Certain Beneficial Owners and Management
                  and Related Stockholder Matters
Item 12.          Certain Relationships and Related Transactions
Item 13.          Exhibits
Item 14.          Principal Accounting Fees And Services


                                       3
<PAGE>

                                     PART I
Item 1.     Description Of Business.

                           Forward-Looking Statements

      This Report on Form 10-KSB contains statements that plan for or anticipate
the future. Forward-looking statements include statements about our future
business plans and strategies, and most other statements that are not historical
in nature. In this report, forward-looking statements are generally identified
by the words "anticipate", "plan", "believe", "expect", "estimate", and the
like. Because forward-looking statements involve future risks and uncertainties,
there are factors that could cause actual results to differ materially from
those expressed or implied. For example, a few of the uncertainties that could
affect the accuracy of forward-looking statements include.

1.    Changes in general economic and business conditions affecting our Company;
2.    Legal or policy developments that diminish the appeal of our Company; and
3.    Changes in our business strategies.

     The Private Securities Litigation Reform Act of 1995, which provides a
"safe harbor" for similar statements by existing public companies, does not
apply to our Company.

                            Our Business Development

RG America, Inc. ("RG" or the "Company"), formerly known as Invvision Capital,
Inc. ("Invvision") is a publicly-traded company (OTCBB: RGMI.OB) that provides a
broad array of synergistic products and services that address several key
financial aspects of the commercial real estate market.

Since our incorporation in May 1998 until July 2000 we were known as Asset
Servicing Corporation. We were originally in the business of originating,
underwriting, documenting, closing, funding, and servicing leases for
manufacturing and transportation equipment for businesses.

On July 10, 2000, we merged with ParkPass.com, Inc. and changed our name to Omni
ParkPass, Inc. At that time we entered the business of designing, developing and
integrating software systems in the live entertainment and amusement park
industries. These efforts were later discontinued due to the high entry costs to
the users.

On April 28, 2001, we acquired all of the outstanding shares of Invvision
Capital, Inc., a Texas corporation and changed our name to Invvision Capital,
Inc. We became a commercial and industrial real estate company, and at the time,
we also added mortgage banking as a separate operating division. Our business
strategy was to pursue vertically-integrated projects including the acquisition,
development and operation of retail food outlets, fuel outlets and power
generation facilities. We implemented this strategy by focusing on the
development of venture relationships with Native American Indian tribes
recognized by the U.S. Government.


                                       4
<PAGE>

In April 2002 we discontinued our mortgage banking business and sold the related
assets to the CFO of our mortgage banking subsidiary due to mounting regulatory
and financial pressures. In June 2002 we sold the remaining mortgage banking
subsidiary in its entirety.

In August 2002 we also sold our real estate development subsidiary to its
president, retaining a net profits interest in several of the business
opportunities. In August 2002, we discontinued our efforts in establishing
retail outlets due to capital resource shortages as well as difficulties in
negotiating with various Native American Indian tribes to establish these types
of development projects.

From August 2002 through November 2003, we were an inactive publicly-held
corporation pursuing a business combination with a privately-held company in the
commercial and industrial real estate business.

Effective as of December 30, 2003, we acquired all of the capital stock of
Restoration Group America 2003, Inc., a Texas corporation ("RGA 2003") and its
wholly-owned subsidiaries (i) RG Insurance Services, Inc., a Texas corporation
("RGIS") which is a general insurance agency and (ii) RG Risk Management, Inc.,
a Texas corporation ("RGRM") which is engaged in the business of providing
claims management services, (iii) RG Restoration, Inc., a Texas corporation,
also known as "The Restoration Group" ("TRG"), which is engaged in the business
of performing commercial property insurance restoration services and (iv)
Restoration Group America, Inc., a Texas corporation ("RGA") which holds the
intellectual property rights to PropertySMARTSM. The entities sometimes referred
to herein as RGIS, RGRM, TRG and RGA are now our indirect wholly-owned
subsidiaries.

We were a development stage company through December 31, 2003. As a result of
the acquisition of RGA 2003 as discussed above, we are an operating entity and
are no longer in the development stage effective as of January 1, 2004.

In August 2004, the shareholders of the Company approved the name of the Company
to be changed to RG from Invvision.

On August 10, 2004, we acquired all of the common stock of Practical Business
Solutions 2000, Inc. ("PBS"). The aggregate purchase was $350,000, which payment
consisted of 166,667 restricted shares of our common stock. The terms included
(1) an agreement by the stockholders of PBS to escrow 55,555 shares of common
stock shares for a period of two years to satisfy certain potential
indemnifiable claims and (2) and our agreement granting piggyback registration
rights for the resale of 5,850 of the purchase consideration shares.

On December 16, 2004, we determined that as a result of a material impairment of
PBS, we would wind down and close the PBS operation. As a result of the loss of
the key employee as related to PBS, its valuation has been significantly
impaired and the entire goodwill recorded from the acquisition of PBS in the
amount of $401,033 is impaired and we have recorded this amount as an Impairment
of Goodwill in the accompanying Consolidated Financial Statements as of December


                                       5
<PAGE>

31, 2004. Additionally, PBS net book assets of $144,661 have been written off
and charged to Impairment of Subsidiary in the accompanying Consolidated
Statement of Operations for the year ended December 31, 2004.

                                  OUR COMPANIES

RG Insurance Services, Inc ("RGIS").

     Retail-

o     A Texas based agency licensed to operate as a full lines general insurance
      agency.
o     RGIS will serve as the lead retail agent for our PropertySMARTSM insurance
      program as described later in this section.
o     RGIS will continue to grow both commercial and personal insurance business
      lines, non-PropertySMARTSM business lines and expand existing
      relationships.

Wholesale-

o     We previously had formed a non-binding Memorandum of Understanding ("MOU")
      between RGIS and Innovative Risk Management ("IRM") of Irving, Texas to
      create the Managing General Agency (MGA) that would be the administrator
      and underwriter for PropertySMARTSM. The MGA would handle underwriting
      processing including submissions and claims administration for the
      PropertySMARTSM program. However, in April of 2005, both parties jointly
      withdrew from the MOU between the two parties and RGIS took over
      responsibility for these functions.

o     Additionally, we are continuing to seek an A rated carrier to front our
      proprietary PropertySMARTSM program.

o     We are in the process of investigating other highly rated carriers to
      front our PropertySMARTSM program and to replace IRM and the MGA to be the
      administrator and underwriter for PropertySMARTSM.


RG Financial Services ("RGFS")

o     RGFS markets credit and financial products for owners, managers and
      tenants with a target market of approximately 38 million residential
      rental units in North America.

o     We are a major North American distributor of RentShield(TM), a new tenant
      enhancement product that; (1) protects landlord's revenue flow, (2) and
      lowers tenant's move in costs and, (3) covers up to $10,000 of willful
      damage which effectively increases the properties effective occupancy.

o     RentShield(TM) pairs well with PropertySMARTSM and each expands the value
      added by the other.


                                       6
<PAGE>

RG Risk Management, Inc. ("RGRM")

o     RGRM provides claims management, inspection and underwriting services,
      administers our loss prevention program and supports our PropertySMARTSM
      program by performing all of these services for the client.

o     Our goal is to lower the incidence of loss and thereby lower premium rates
      upon renewal. We have created a comprehensive risk avoidance guide
      developed by our in-house professional, certified arson investigator with
      a Masters degree in fire safety

RG Restoration, Inc. ("TRG")

o     TRG performs restoration, remediation, construction and construction
      management on all property types, but specializes in multi-family
      properties which have suffered an insured loss such as fire, flood, wind
      or hail damage.

o     We choose whether to perform work as the contractor on each project or as
      construction managers earning management fees. TRG will also manage all
      PropertySMARTSM losses.

o     We will work both for PropertySMARTSM policy holders as well as on losses
      outside the program. For example, we are currently handling contracts for
      millions of dollars worth of work in Florida as result of major storms in
      2004.

Additional RGA Companies that support the Company's primary business lines are:

      o     CTFD, Inc. - Rental of construction, site remediation and
            restoration equipment.

      o     RG Capital - Seeks out attractive property development opportunities
            where exceptional returns are available.

      o     RG Industries, Inc. - Intends to perform new commercial construction
            in and out of the multi-family housing sector.

                                  Our Business

We focus on two main lines of business, construction and financial services,
specifically:

      o     A general lines insurance agency (wholesale and retail) specializing
            in placing business related insurance for a variety of customers;
            but will be specializing in our proprietary PropertySMARTSM program,
            a property and casualty insurance solution for the multi-family
            housing industry.
      o     A full-service risk management program designed primarily for the
            multi-family housing industry.
      o     Divisions providing property restoration, construction, adjusting,
            and consulting to the multi-family housing and commercial real
            estate sectors.
      o     Construction management on all types of construction and restoration
            projects.
      o     Selling and marketing of selected financial services targeted at the
            multi-family housing and commercial real estate industries and their
            tenants including RentShield(TM) and PropertySMARTSM.
      o     Services for real estate development in selected markets.


                                       7
<PAGE>

All our businesses are built upon superior service and customer value
generation. We believe these provide synergies for our clients and provide us
with a diversified stream of recurring revenue. Our corporate objective is to
ensure that each business compliments and reinforces the other divisions; while
marketing efforts are closely coordinated and complementary, sharing certain key
elements.

                                   The Market

      o     The insurance industry wrote over $400 billion in premiums in 2003.
            This amount is anticipated to be higher in 2004, due primarily to
            the major storms that occurred in the southeast (which applies to
            the following two bullet points).
      o     The restoration/reconstruction industry performed over $32 billion
            in work in 2003.
      o     The insurance industry paid out over $16 billion in weather related
            claims in 2003.
      o     Between 1992 and 2001, an average of 1.9 million structure fires was
            reported each year.
      o     In 2001, property loss due to fire alone was an estimated $10.6
            billion.
      o     Construction is a multi billion dollar industry in the US.
      o     Arson is the major cause of death, injury and dollar loss for
            commercial property.
      o     These businesses are certain, growing and open to innovative,
            progressive solutions.
      o     These industries are relatively recession resistant.
      o     Insurance, restoration and construction are not strongly impacted by
            fuel prices.
      o     The diversity of threat (fire, wind, water, hail, etc) removes loss
            seasonality issues.
      o     There are 38 million apartment and single family rental units in
            North America.

Insurance is one of the largest and fastest growing expenses of all real estate
operations, such as, apartment complexes, lagging or falling behind only debt
service costs and occasionally property taxes in operating expenses. Market
research indicates a near-crisis situation exists in many segments of the
multi-family housing industry. It is caused by significant increases in
premiums, ever-higher deductibles, and in some cases the inability to obtain
adequate insurance coverage under virtually any terms and conditions. Near
record low interest rates are enticing first time home buyers out of apartments,
as unemployment forces other tenants to leave and move in with parents or
friends, etc. The resulting higher than planned for vacancy rates make rapidly
rising insurance costs even more difficult to absorb. This is especially true in
"B", "C" and "D" rated properties. Other than reducing insurance coverage
through higher policy deductibles or some form of self-insurance (which
increases business risk and usually violates mortgage requirements), property
owners and managers have little opportunity to control insurance costs when
"hard markets" in the insurance industry restrict their ability to obtain
competitive insurance.

These conditions have greatly aggravated the adversarial relationship that has
historically existed between insurance carriers, adjusters and property owners,
which is a major reason for spiraling claims and premiums. This tenuous
relationship is further complicated by the confusion that often arises regarding
who the ultimate decision maker is in the restoration contractor selection
process. The standard Insurance Services Office (ISO) commercial fire insurance
policy reads in part:


                                       8
<PAGE>

"In the event of loss or damage covered by this Coverage Form, at our option, we
will either:

      1.    Pay the value of lost or damaged property;
      2.    Pay the cost of repairing or replacing the lost or damaged property;
      3.    Take all or any part of the property at an agreed or appraised
            value; or
      4.    Repair, rebuild or replace the property with other property of like
            kind and quality."

However, insurers traditionally do not exercise clause 4, effectively abdicating
the contractor selection decision to the property owner/manager. This situation
leads to turmoil, costs and ineffectiveness and we determined there was a
business opportunity if we could influence the resolution process. As a result,
we created PropertySMARTSM. We believe that PropertySMARTSM and our various
integrated component operating businesses provide us with a great deal of
opportunity. We also believe that we can manage each of the businesses to
compliment each other so that growth in any area drives growth in our other
divisions.

Each of our subsidiaries claims the State of Texas as its home and its largest
market. Although we will focus nationally, each of the operating companies share
a primary marketing territory in the Gulf and Southern Atlantic Coast states
through Virginia, as well as Arkansas, Arizona, Colorado, Kansas, Kentucky,
Missouri, New Mexico, Nevada, Oklahoma, and Tennessee. These nineteen states
comprise 40% (113 million) of the U.S. population. Additionally, according to
the U.S. Census Bureau, they include 38% of all renter-occupied housing units,
including 5 million housing units (34% of the national total) in structures with
10 or more units. At $560 per month, the median gross rent is $42 less than the
national average, putting property owners and managers under additional pressure
to control insurance and other operating costs. According to the U.S. Census
Bureau, the median household income in our target markets is 5.7% higher than
the national average. Demographics aside, coastal winds, floods, hail and
tornado losses have caused traditional insurers to withdraw or curtail business
while simultaneously raising premiums in recent years, thereby encouraging
self-insurance and spawning non-standard residual market vehicles. Additionally,
these states are largely non-union, and are generally recognized as having above
average insurance regulatory climates.


                            Our Services and Products

PropertySMARTSM (Property Strategically Managed Alternative Risk Transfer)

      o     This new and innovative program will deliver a new approach to
            traditional insurance loss coverage by including a commitment to use
            our adjusting division and our restoration construction division to
            resolve a loss quickly and efficiently, to reduce costs for all
            parties and maintain a commitment to excellent, responsive customer
            service.
      o     Minimal or no deductibles.
      o     One of the basic goals is to realign the interests of insurance
            carriers and property owners, thereby providing both adequate
            coverage and prompt claim settlements, resulting in reasonable
            premiums. Furthermore, PropertySMARTSM will include extensive loss
            control consulting efforts and comprehensive underwriting.


                                       9
<PAGE>

o        Insurance is one of the largest and fastest growing expenses of all
         real estate operations, exceeded only by debt service costs and
         (occasionally) property taxes.
o        Our innovative offering is much like an "HMO" for property insurance.
o        We have filed an application with the Patent Trade Office and
         PropertySMARTSM is now patent pending.
o        The program will be launched with commitments for exclusive initial
         capacity from an insurance carrier. This program carrier is currently
         capitalized to underwrite in excess of $200 million in insurance
         premiums.
o        We are currently investigating several highly rated carriers to front
         the program in the United States.

We expect significant savings for the customer and the carriers to arise from a
combination of the following items:

o        An elimination of claims inflation by prohibiting the use of public
         adjusters and prohibiting the inclusion of non-covered losses often as
         concessions given to obtain restoration contracts;
o        Upfront agreed upon construction profit margins (cost + 10-15%), lower
         than margins traditionally experienced in insurance restoration
         (30-50%), but still very profitable to us and our national contractor
         partners;
o        Reduced loss frequency and severity, due to stronger underwriting and
         loss control efforts. These efforts include developing tailored risk
         management programs which encourage the use of fire suppression
         systems, fire retardant paint additives, safety education and incentive
         programs for property managers, etc.;
o        Significantly improved "loss of rents" experience due to greatly
         reduced restoration periods following an insured loss;
o        Elimination of "inherited tails" on pre-existing losses through more
         thorough loss control and underwriting inspections;
o        The program includes up to six potential revenues streams for the
         Company including: wholesale commissions; retail commissions; adjusting
         and claims administration fees, construction management fees and a
         contingent element of incentive based commissions.
o        Our carrier partner in this program has committed to pricing that is at
         least "competitive with or better than" the current marketplace today.
o        In total, there are over 16 million apartment units in the United
         States (38 million total rental units in North America). Initially, the
         program's market focus will be on two and three story garden style
         apartment complexes with wood frame construction. The program will
         launch in Texas, then grow to the surrounding states and Arizona and
         ultimately across North America.
o        We have previously performed work for the owners of several hundred
         thousand apartment units and have relationships with owners and
         managers of approximately 1,000,000 apartment units.
o        We do not plan to perform much, if any, of the actual restoration
         construction work itself under the PropertySMARTSM program. Rather, we
         act as the construction managers and by doing so; we can greatly expand
         the scope of work we are able to handle.
o        PropertySMARTSM will deliver meaningful economic advantages including
         cost control or reduction, streamlined claims administration and


                                       10
<PAGE>

         superior services to multi-family property owners and managers.

Insurance Coverage

o        We intend to operate both a retail and wholesale insurance agency and
         with the ability to handle the insurance placement needs for virtually
         all lines of consumer and business insurance including general
         liability, workers compensation, property, commercial automobile,
         umbrella, directors and officers liability (D&O), errors and omissions
         (E&O), employment practices liability (EPLI), surety bonds, group
         health, life and disability insurance. We place these types of coverage
         through many major insurance companies including Zurich, Travelers,
         Hartford, AIG, as well as Lloyd's, just to name a few.
o        In addition to providing property insurance through the PropertySMARTSM
         program, we offer multi-line agency services for apartment owners'
         other insurance needs including workers compensation, employee
         benefits, auto and general liability policies.

RentShield(TM)

o        The sale of RentShield(TM) to our target industry provides an excellent
         opportunity to earn significant revenues. Revenues will accrue on a
         tenant enrolled basis. As apartments turnover and replacement tenants
         enroll, additional fees are earned.
o        RG Financial Services is currently in discussions with RSGC to fashion
         a version of the base product for the rent-to-own market and those
         without formal banking relationships.


Risk Management Services

o        We have established a vertically integrated set of services to address
         the various levels of risk at covered properties. Risk management
         includes all procedures and costs associated with the risk of a
         possible loss, such as loss control activities and purchasing
         traditional insurance products. It also includes dealing with the
         consequences of a loss after it has occurred, such as adjusting claims,
         restoring property, and minimizing business interruption costs.
o        We are not the insurance carrier. We consider the ability to generate
         fee income from risk management services without incurring certain
         business risks typically associated with underwriting (insurance
         cycles, adverse loss reserve development, regulatory issues, etc.) as a
         significant strategic advantage of our business plan.


Insurance Restoration Services

o        Our insurance restoration division has traditionally targeted the
         multi-family housing industry. We do not actively pursue contracts
         involving total losses, but concentrate on those where the restoration
         of damaged structures is possible.
o        Hurricanes, tornadoes, hail storms, floods and fires, along with a host
         of other natural and man-made perils, combine to generate a year-round
         stream of potential customers without regard for the state of the
         economy.
o        There are generally two parts to the insurance restoration industry:


                                       11
<PAGE>

         remediation (or mitigation) and reconstruction. Currently, the majority
         of our revenues are derived from reconstruction.
o        Although the primary source of future business is expected to come from
         servicing PropertySMARTSM customer losses, we fully intend to continue
         to pursue non-program related business through historic marketing
         channels and efforts.
o        The hospitality (hotel/motel) industry is a likely candidate for a
         near-term breakout opportunity into a new market segment and the same
         is true of the restaurant industry.

                                Our Business Plan

o        We plan to officially introduce PropertySMARTSM to our first potential
         customers during late fiscal 2005 or early fiscal 2006.
o        Our growth will be partly self directed and partly viral. We foresee
         long term potential growth in a largely untapped market for this type
         of solution and our plans anticipate eventually having over 1,000,000
         units in the PropertySMART SM program.
o        We believe that we can expand this program into other segments such as
         hotels and motels; thereby fueling further growth with minimal increase
         of overhead.
o        We believe that the cash generation from PropertySMARTSM will permit us
         to evaluate opportunities to continue to add to our suite of services,
         thereby further fueling growth and the generation of additional profit.
o        We also believe that PropertySMARTSM sales and RentShield(TM) sales
         open the door to each other and are thus complimentary.
o        We believe growing our restoration subsidiary is a critical objective
         of the Company. We will continue to pursue projects both resulting from
         PropertySMARTSM client claims as well as from outside the program.

                                 Our Competition

While each business experiences competition, we do not believe that we have any
direct competitors with respect to the aggregated "Suite of Services" we offer,
and particularly with respect to our PropertySMARTSM program.

However, our insurance agency and our restoration construction company both
operate in very large industries, each with substantial competition. In Texas,
there are approximately 5,400 separate insurance agency entities, employing
80,000 insurance agents. Of these, approximately 2,500 insurance agencies
provide commercial insurance services. We focus on commission-based property and
casualty insurance placements, as well as providing Life, Accident and Health
insurance for selected businesses. We seek to maintain a competitive advantage
over the other agencies discussed above, with our customer service and the
promotion of the PropertySMARTSM program.

Our restoration construction company operates in a multi-billion dollar per year
industry where there are low barriers to entry and minimal to no regulation.
Consequently, the industry is highly fragmented with thousands of restoration
contractors ranging in size from international giants to solo handymen working
from the back of a pickup truck. However, despite the industry confusion and


                                       12
<PAGE>

competition, we seek to maintain a competitive advantage over other restoration
companies with our PropertySMARTSM program.

                 Government Regulations That Affect Our Business

Our insurance agency is regulated by the Texas Department of Insurance ("TDI").
Among other regulations and requirements, TDI requires the following from our
agency:

      o     Errors & Omissions insurance in the amount of at least $1,000,000;
      o     All agency officers and voting shareholders must be licensed
            individually as insurance agents by TDI; and
      o     All agency employees producing new business or consulting clients on
            insurance purchasing or premium issues must hold an insurance agent
            license.

Our other subsidiaries are subject to various state and local laws and
regulations regarding construction activities and building codes.

None of our employees are represented by a labor union. We believe we have and
will continue to have a good relationship with all of our employees. Management
meets with employees periodically to discuss our objectives, as well as more
specific labor issues, such as scheduling, compensation and work rules. Much of
the labor on our construction and restoration crews are independent laborers
hired on a job-by-job basis.


                                  RISK FACTORS

In addition to the other information contained in this report, including risks
and uncertainties described elsewhere, the following risk factors should be
considered in evaluating us. The risks and uncertainties described below or
elsewhere in this report are not the only ones we face. Additional risks and
uncertainties not presently known to us that we currently deem immaterial also
may impair our business and operations. The following list of risk factors
should not be considered as all inclusive. If any of the following risks were to
occur, our business, financial condition, operating results and cash flows could
be materially affected, all of which might cause the trading price of our
securities to decline.

o     Going Concern Risk

We have had and could have losses, deficits and deficiencies in liquidity, which
could impair our ability to continue as a going concern. Our independent
auditors have indicated that certain factors raise substantial doubt about our
ability to continue as a going concern and these factors are discussed in Note 2
to our audited financial statements as of December 31, 2004. Since our
inception, we have suffered recurring losses from operations and have been
dependent on existing stockholders and new investors to provide the cash
resources to sustain its operations.

We have incurred net losses in prior years and the current year and this has
resulted in an accumulated deficit as of December 31, 2004. We had net losses of
$2,283,451 for the year ended December 31, 2004 and $2,290,011 for the year


                                       13
<PAGE>

ended December 31. 2003. In addition, we had negative cash flows from operations
of $250,429 for the year ended December 31, 2004 and at December 31, 2004, we
had a working capital deficit of $1,877,384 and an accumulated deficit of
$6,952,551.

The time required for us to become profitable is highly uncertain, and we cannot
give assurance that we will achieve or sustain profitability or generate
sufficient cash flow from operations to meet our planned capital expenditures,
working capital and debt service requirements. If required, our ability to
obtain additional financing from other sources also depends on many factors
beyond our control, including the state of the capital markets and the prospects
for our business. The necessary additional financing may not be available to us
or may be available only on terms that would result in further dilution to the
current owners of our common stock.

We have substantial current obligations in the form of trade accounts payable,
accrued expenses and withholding taxes payable as of December 31, 2004. Our
substantial debt obligations pose risks to our business and stockholders by:

o     Making it more difficult for us to satisfy our obligations;
o     Requiring us to dedicate a substantial portion of our cash flow to
      principal and interest payments on our debt obligations, thereby reducing
      the availability of our cash flow to fund working capital, capital
      expenditures and other corporate requirements;
o     Impeding us from obtaining additional financing in the future for working
      capital, capital expenditures and general corporate purposes; and
o     Making us more vulnerable to a downturn in our business and limit our
      flexibility to plan for, or react to, changes in our business.

We cannot give assurance that we will generate sufficient cash flow from
operations or obtain additional financing to meet scheduled debt payments and
financial covenants. If we fail to make any required payment under the
agreements and related documents governing our indebtedness or fail to comply
with the financial and operating covenants contained in them, we would be in
default.

o     We have a need for additional financing.

      o     We require substantial capital to pursue our operating strategy. We
            need additional working capital to finance the accounts receivable
            generated by our construction division and to hire additional sales
            and marketing people as our business grows in states outside of
            Texas. We will need additional capital to (i) retire our
            indebtedness, (ii) for working capital requirements, and (iii) to
            obtain additional systems and improvement to our facilities,
            equipment and satisfy further capital requirements. We cannot assure
            you that we will be able to raise needed capital from other sources
            on terms favorable to us. If we are unable to obtain sufficient
            capital in the future, our ability to pursue our business strategy
            and our results of operations for future operations may be impaired.

o     Our additional financing requirements could result in dilution to existing
      stockholders.


                                       14
<PAGE>

      o     If additional financing is required, it could be obtained through
            one or more transactions which could effectively dilute the
            ownership interests of stockholders. Further, there can be no
            assurances that we will be able to secure such additional financing.
            We have the authority to issue additional shares of Common Stock, as
            well as additional classes or series of ownership interests or debt
            obligations of the Company which may be convertible into any class
            or series of ownership interests of the Company. We are authorized
            to issue up to 300,000,000 shares of Common Stock and 35,000,000
            shares of preferred stock. Such securities may be issued without the
            approval or other consent of the holders of our Common Stock.

o     Public adjusting firms in Texas may not make referrals to restoration
      companies in which they have a financial interest.

      o     Since September 1, 2003, under the provisions of S.B. 127, the Texas
            legislature has banned public adjusting firms within the State of
            Texas from referring restoration services contracts to restoration
            companies in which they have a financial interest. Prior to
            September 1, 2003, restoration companies such as us have
            historically derived a large portion of their revenues from
            contracts for restoration services that have been referred to them
            by public adjustment firms that had a financial interest in the
            referral. Accordingly, public adjustment firms may be less likely to
            make referrals of restoration services to companies such as us
            because they may no longer have a direct financial incentive to do
            so. As a result, there is no assurance that we will be able to
            obtain sufficient revenues from new restoration services contracts
            in the future. This would have a material adverse affect on our
            financial results.

o     Established competitors with greater resources may make it difficult for
      us to market our products effectively and offer our products or services
      and compete effectively.

      o     The property insurance and insurance restoration businesses are
            highly competitive and many of our competitors have substantially
            greater other resources. We compete with both large national writers
            and smaller regional companies including companies which serve the
            independent agency market, and companies which sell insurance
            directly to customers. Some of these companies may have certain
            competitive advantages over us, including increased name
            recognition, loyalty of their customer base, lower cost structures
            and longer operating histories. In the past, competition in the
            property insurance market has included offering significant rate
            discounts, and there can be no assurance that these conditions will
            not recur. Although a number of national insurers that are much
            larger than we are do not currently compete in a material way in the
            multi-family property market, if one or more of these companies
            decided to aggressively enter the market, it could have a material
            adverse effect on us. These companies include some that may be able
            to sustain significant losses in order to acquire market share, as
            well as others which use distribution methods that compete with our
            distribution channels. There can be no assurance that we will be
            able to compete effectively against these companies in the future.

o     Our future success will be dependent on our ability to attract and retain
      key personnel.


                                       15
<PAGE>

      o     Our future success depends significantly upon the efforts of certain
            key management personnel, including: John E. (Ted) Rea, our Chief
            Executive Officer; James A. Rea, our Chief Operating Officer; Bruce
            A. Hall, our Chief Financial Officer; Kevin L. Dahlberg, our
            Executive Vice President and President - Insurance Services and
            William Fink, our Chief Operating Officer - Insurance Services. We
            have entered into agreements with Messrs. Rea, Rea, Hall and Fink as
            members of our Management Team. There is no assurance that we will
            be able to satisfactorily maintain such agreements. The loss of key
            personnel could adversely affect our business. As we continue to
            grow, we will need to recruit and retain additional qualified
            management personnel, and there can be no assurance that we will be
            able to do so. We currently do not maintain either key man life
            insurance on any of our management, or directors and officers
            insurance for our management.

o     We have a limited market for our Common Stock, and our stock price is
      volatile.

      o     Our Common Stock is not listed on any national securities exchange
            or quoted on the Nasdaq National Market or Nasdaq Small Cap Market.
            Instead our Common Stock is currently quoted on the Bulletin Board
            under the symbol "RGMI.OB." Trading on the Bulletin Board is
            sporadic and highly volatile. The market price for our Common Stock
            has fluctuated in the past and may continue to fluctuate in the
            future. The market price of our Common Stock is subject to, and will
            continue to be subject to, a variety of factors, including the
            business environment; the operating results of companies in the
            industries we serve; future announcements concerning our business or
            that of our competitors or customers; the introduction of new
            products or changes in product pricing policies by us or our
            competitors; litigation matters; changes in analysts' earnings
            statements; developments in the financial markets; quarterly
            operating results; and perceived dilution from stock issuances for
            acquisitions and other transactions. Furthermore, stock prices for
            many companies fluctuate for reasons that may be unrelated to their
            operating results. Those fluctuations and general economic,
            political and market conditions, such as recessions, terrorist
            actions or other military actions, or international currency
            fluctuations, as well as public perception of equity values of
            publicly traded companies may adversely affect the market price of
            our Common Stock.

o     Concentration of stock ownership.

      o     Our officers, directors and a small number of principal stockholders
            directly and beneficially own a majority of our issued and
            outstanding shares of Common Stock. If these stockholders were to
            vote in unison, together they would have the ability to control the
            election of our directors and other corporate actions requiring
            stockholder approval.

o     The substantial growth projected by us, if achieved, must be efficiently
      and effectively managed.


                                       16
<PAGE>

      o     Our projected growth will likely place a significant strain on our
            managerial, operational and financial resources. We need to:

            o     improve our financial and management controls, reporting
                  systems and procedures;

            o     expand, train and manage our workforce for marketing, sales
                  and support; and

            o     manage multiple relationships with various customers,
                  investors and third parties.

o     We are dependent on the results of operations of our subsidiaries.

      o     As a holding company without significant operations of our own, the
            principal sources of our funds are management fees, dividends and
            other distributions from our operating subsidiaries. In turn, our
            principal sources of revenues for our operating subsidiaries are
            construction revenues on the restoration services provided to our
            clients and commissions earned on insurance policies. Our rights,
            and consequently your rights as stockholders, to participate in any
            distribution of assets of our operating subsidiaries are subject to
            prior claims of customers and creditors, if any, (except to the
            extent that our rights, if any, as a creditor are recognized).
            Consequently, our ability to pay debts, expenses and cash dividends
            to our stockholders may be limited.

                                  Our Employees

As of December 31, 2004, we had 15 full-time employees as detailed below:



                         Sales                  3
                         Administration         5
                         Operations             7

Item 2.    Properties.

Our principal executive and administrative offices are presently located at 2100
Valley View Lane, Suite 100, Dallas, Texas 75234. We currently lease, from an
unrelated third party, 8,647 square feet of office space on a month to month
basis for approximately $12,971.00 per month or $18.00 per square foot. We
consider the facilities to be suitable and adequate for our needs for the
foreseeable future. Additional space is available for lease in our building if
we should need it in the future. In the opinion of our management, our
properties are adequately covered by insurance.

Item 3.    Legal Proceedings.

During the period covered by this report, and as of the date hereof, we were/are
not a party to any material legal proceedings, nor were/are we aware of any
threatened litigation of a material nature against us.


                                       17
<PAGE>

However, we have $269,694 of unpaid Federal payroll taxes and employee
withholdings and related penalties and interest as of December 31, 2004. We
previously received a notice of a federal tax lien from the Internal Revenue
Service ("IRS") and have structured an agreement with the IRS to pay the entire
outstanding amount before the end of fiscal year 2005.

Item 4.    Submission Of Matters To A Vote Of Security Holders.

In August 2004, our shareholders approved the 2004 Omnibus Stock Plan for the
issue of up to 5,000,000 shares of our $0.001 par value common stock.
Additionally, in August 2004, our shareholders approved a reverse stock split of
the issued and outstanding shares of our common stock by a ratio of between
one-for-two and one-for-six, inclusive, to be made at the sole discretion of the
Board of Directors before December 31, 2004. On December 16, 2004, the Board of
Directors approved the reverse stock split of the issued and outstanding shares
Registrant's common stock by a ratio of one-for-six.

                                     PART II

Item 5.    Market For Common Equity And Related Stockholders Matters.

(a) Market Information

Our Common Stock is traded over the counter and is currently quoted on the
Bulletin Board under the ticker symbol "RGMI.OB." The table below sets forth the
high and low bid prices of our Common Stock for the periods indicated as
reported by the Bulletin Board.

These quotations reflect inter-dealer prices without retail mark-up, mark-down
or commissions and may not necessarily represent actual transactions and are
adjusted for the one-for-six reverse stock split discussed previously.


                                            Price Range of Common Stock

                                                  High              Low
                                                  ----              ---

Fiscal Year Ending December 31, 2004

   First Quarter......................            $1.44             $0.90
   Second Quarter.....................            $4.50             $1.20
   Third Quarter......................            $2.64             $0.72
   Fourth Quarter.....................            $1.08             $0.72

Fiscal Year Ending December 31, 2003

   First Quarter......................            $0.18             $0.18
   Second Quarter.....................            $0.30             $0.06
   Third Quarter......................            $0.30             $0.18
   Fourth Quarter.....................            $2.10             $0.15


                                       18
<PAGE>

On April 8, 2005, the closing bid price for a share of our Common Stock, as
reported on the Over the Counter Bulletin Board, was $0.49.

(b) Holders

As of April 8, 2005, there were approximately 456 stockholders of record of our
Common Stock and no shares of our preferred stock issued or outstanding.

(c) Dividends

No cash dividends were declared or paid on our Common Stock since our inception.
No restrictions limit our ability to pay dividends on our Common Stock. We do
not expect to pay any dividends in the near future.

(d) Securities Authorized For Issuance Under Equity Compensation Plans.

As of April 8, 2005, we have approval to issue up to 5,000,000 shares of our
$0.001 par value common stock in accordance with our 2004 Omnibus Stock Plan.

Recent Sales of Unregistered Securities

No issuances of unregistered Common Stock were made during the fourth quarter of
fiscal year 2004.


                                       19
<PAGE>

Item 6.  Management's Discussion and Analysis or Plan of Operation.

                                    Overview

Safe Harbor

This Annual Report on Form 10-KSB contains forward-looking information.
Forward-looking information includes statements relating to future actions,
future performance, costs and expenses, interest rates, outcome of
contingencies, financial condition, results of operations, liquidity, business
strategies, objectives of management, and other such matters of the Company.

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking information to encourage companies to provide prospective
information about themselves without fear of litigation so long as that
information is identified as forward-looking and is accompanied by meaningful
cautionary statements identifying important factors that could cause actual
results to differ materially from those projected in the information.
Forward-looking information may be included in this Annual Report on Form 10-KSB
or may be incorporated by reference from other documents filed with the
Securities and Exchange Commission (the "SEC") by the Company. You can find many
of these statements by looking for words including, for example, "believes,"
"expects," "anticipates," "estimates" or similar expressions in this Annual
Report on Form 10-KSB or in documents incorporated by reference in this Annual
Report on Form 10-KSB.

The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information or future
events. The Company has based the forward-looking statements relating to the
Company's operations on management's current expectations, estimates, and
projections about the Company and the industry in which it operates. These
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that the Company cannot predict. In particular,
the Company has based many of these forward-looking statements on assumptions
about future events that may prove to be inaccurate. Accordingly, the Company's
actual results may differ materially from those contemplated by these
forward-looking statements. Any differences could result from a variety of
factors, including, but not limited to general economic and business conditions,
competition, and other factors. We caution you not to place undue reliance on
these forward-looking statements, which we have made as of the date of this
Annual Report on Form 10-KSB.

The following is qualified by reference to, and should be read in conjunction
with our audited financial statements ("Financial Statements"), and the notes
thereto, included elsewhere in this Form 10-KSB, as well as the discussion
hereunder "Management's Plan of Operation".

Effective August 18, 2004, RG America, Inc. ("RG", the "Company", "we", "us")
changed its name from Invvision Capital, Inc. to RG America, Inc.

Effective as of December 30, 2003, we acquired all of the capital stock of
Restoration Group America 2003, Inc., a Texas corporation ("RGA 2003") and its
wholly-owned subsidiaries (i) RG Insurance Services, Inc., a Texas corporation
("RGIS") which is a general insurance agency and (ii) RG Risk Management, Inc.,
a Texas corporation ("RGRM") which is engaged in the business of providing


                                       20
<PAGE>

claims management services, (iii) RG Restoration, Inc., a Texas corporation also
known as "The Restoration Group" ("TRG"), which is engaged in the business of
performing commercial property restoration services and (iv) Restoration Group
America, Inc., a Texas corporation ("RGA") which holds the intellectual property
rights to PropertySMARTSM. The entities sometimes referred to herein as RGIS,
RGRM, TRG and RGA are now our indirect wholly-owned subsidiaries.

We were a development stage company through December 31, 2003. As a result of
the acquisition of RGA 2003 as discussed above, we are an operating entity and
are no longer in the development stage effective as of January 1, 2004.

On August 10, 2004, RG acquired all of the common stock of Practical Business
Solutions 2000, Inc. ("PBS"). The aggregate purchase was $350,000, which payment
consisted of 166,667 restricted shares of RG's common stock. The terms included
(1) an agreement by the stockholders of PBS to escrow 55,555 shares of common
stock shares for a period of two years to satisfy certain potential
indemnifiable claims and (2) and an agreement by RG granting piggyback
registration rights for the resale of 5,850 of the purchase consideration
shares.

On December 16, 2004, we determined that as a result of a material impairment of
PBS, we would wind down and close the PBS operation. As a result of the loss of
the key employee as related to PBS, its valuation has been significantly
impaired and the entire goodwill recorded from the acquisition of PBS in the
amount of $401,033 is impaired and we have recorded this amount as an Impairment
of Goodwill in the accompanying Financial Statements as of December 31, 2004.
Additionally, PBS net book assets of $144,661 have been written off and charged
to Impairment of Subsidiary in the accompanying Statement of Operations for the
year ended December 31, 2004.

In August 2004, the shareholders of the Company approved the name of the Company
to be changed to RG from Invvision.

OVERVIEW OF COMPANY.

Since its inception, the Company has suffered losses from operations and has
been dependent on existing stockholders and new investors to provide the cash
resources to sustain its operations. During the year ended December 31, 2004 and
2003, the Company reported net losses of $2,283,451 and $2,290,011,
respectively.

The Company's long-term viability as a going concern is dependent on certain key
factors, as follows:

      -     The Company's ability to continue to obtain sources of outside
            financing to support near term operations and to allow the Company
            to continue to make investments
      -     The Company's ability to increase profitability and sustain a cash
            flow level that will ensure support for continuing operations.

RECENT DEVELOPMENTS

In August 2004, the shareholders of the Company approved the name of the Company


                                       21
<PAGE>

to be changed to RG from Invvision.

In August 2004, the stockholders of the Company approved a reverse stock split
of the issued and outstanding shares of the Company's common stock by a ratio of
between one-for-two and one-for-six, inclusive, to be made at the sole
discretion of the Board of Directors before December 31, 2004. On December 16,
2004, our Board of Directors approved a reverse stock split of the issued and
outstanding shares Registrant's common stock by a ratio of one-for-six.

On August 10, 2004, we acquired all of the common stock of Practical Business
Solutions 2000, Inc. ("PBS"). The aggregate purchase was $350,000, which payment
consisted of 166,667 restricted shares of our common stock. The terms included
(1) an agreement by the stockholders of PBS to escrow 55,555 shares of common
stock shares for a period of two years to satisfy certain potential
indemnifiable claims and (2) and an agreement by us granting piggyback
registration rights for the resale of 5,850 of the purchase consideration
shares.

On November 26, 2004, Cecil W. Jones resigned his position as a director of the
Company due to the time required for Mr. Jones primary business. There were no
disagreements with the Company on any matter related to the Company's
operations, policies or practices.

On December 6, 2004, D. Yale Sage resigned his position as a director of the
Company to pursue other business interests. There were no disagreements with the
Company on any matter related to the Company's operations, policies or
practices.

On December 16, 2004, we determined that as a result of a material impairment of
PBS, we would wind down and close the PBS operation. As a result of the loss of
the key employee as related to PBS, its valuation has been significantly
impaired and the entire goodwill recorded from the acquisition of PBS in the
amount of $401,033 is impaired and we have recorded this amount as an Impairment
of Goodwill in the accompanying Consolidated Financial Statements as of December
31, 2004. Additionally, the net book value of PBS assets of $144,661 have been
written off and recorded as an to Impairment of Subsidiary in the accompanying
Consolidated Statement of Operations for the year ended December 31, 2004.

We were a development stage company through December 31, 2003. As a result of
the acquisition of RGA 2003 as discussed above, we are an operating entity and
are no longer in the development stage effective as of January 1, 2004.

From January through March 1, 2005, we made principal payments of $165,015 on
our Bank Line of Credit. As a result of these payments, the Bank Line of Credit
has been repaid in its entirety as of March 1, 2005.

On January 15, 2005, Ralph Hunter resigned his position as a director of the
Company. There were no disagreements with the Company on any matter related to
the Company's operations, policies or practices.

In February 2005, we signed a definitive agreement with Spencer Clarke LLC
("Spencer Clarke") in which Spencer Clarke was engaged as our financial advisor


                                       22
<PAGE>

in connection with two proposed private offerings of our securities. The first
offering is for up to $1,000,000 of senior subordinated convertible debentures
and the second is for up to $5,000,000 of equity. We will use the proceeds of
the debenture transaction to retire selected debt, finance the growth of several
restoration projects in areas severely damaged by recent hurricanes and for
other strategic corporate initiatives. The equity transaction proceeds are
anticipated to finance the introduction of our proprietary PropertySMARTSM
product, as well as grow our wholly owned subsidiaries RG Insurance Services and
RG Restoration, Inc.

From January through March 2005, we received $323,000 of cash proceeds, net of
$77,000 of expenses, from the issuance of senior subordinated convertible
debentures as discussed previously.

On March 14, 2005, Richard Nelson resigned his position as an officer of the
Company. There were no disagreements with the Company on any matter related to
the Company's operations, policies or practices.

In April of 2005, RG Insurance Services, Inc. ("RGIS"), our wholly owned
subsidiary and Innovative Risk Management ("IRM") jointly withdrew from a
non-binding Memorandum of Understanding ("MOU") between the two parties. The MOU
was designed to develop a Managing General Agency to handle all responsibilities
for claims processing and administrative underwriting functions for our
proprietary PropertySMARTSM program. RGIS has taken over responsibility for
these functions. Additionally, we are continuing to seek an A rated carrier to
front our proprietary PropertySMARTSM program.


GOING CONCERN

The Independent Registered Public Accounting Firms' reports on the financial
statements for the years ended December 31, 2004 and December 31, 2003, include
an emphasis paragraph in addition to their audit opinion stating that recurring
losses from operations, a working capital deficiency and accumulated deficit
raise substantial doubt about our ability to continue as a going concern. The
financial statements do not include any adjustments to reflect the possible
effects on recoverability and classification of assets or the amounts and
classification of liabilities that may result from the inability to continue as
a going concern.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

The methods, estimates and judgment we use in applying our most critical
accounting policies have a significant impact on the results we report in our
financial statements. The Securities and Exchange Commission has defined the
most critical accounting policies as the ones that are most important to the
portrayal of our financial condition and results, and require us to make our
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Based upon this definition,
our most critical estimates include the impairment of goodwill, the impairment
of long-lived assets, the valuation for non-cash issuances of common stock, the
allowance for doubtful accounts, revenue recognition for construction contracts
and insurance premiums and the valuation allowance for deferred tax assets and
liabilities. We also have other key accounting estimates and policies, but we
believe that these other policies either do not generally require us to make
estimates and judgments that are as difficult or as subjective, or it is less
likely that they would have a material impact on our reported results of
operations for a given period. For additional information see Note 3 "Summary of


                                       23
<PAGE>

Significant Accounting Policies" in the notes to our audited financial
statements contained in our annual report on Form 10-KSB for the fiscal years
ended December 31, 2004 and December 31, 2003. Although we believe that our
estimates and assumptions are reasonable, they are based upon information
presently available. Actual results may differ significantly from these
estimates.

IMPAIRMENT OF GOODWILL

Goodwill represents the excess purchase price over the fair market value of the
nets assets acquired. In accordance with SFAS No. 141, "Business Combinations",
and SFAS No. 142, "Goodwill and Other Intangible Assets", goodwill is not
amortized but is subject to annual impairment tests. On December 16, 2004, we
determined that as a result of a material impairment of PBS, we would wind down
and close the PBS operation. As a result, we believe that the PBS valuation has
been significantly impaired and as a result of our impairment analysis, the
entire goodwill recorded from the acquisition of PBS in the amount of $401,033
is impaired and we have recorded this amount as an impairment expense in the
accompanying Statement of Operations as of December 31, 2004.

IMPAIRMENT OF LONG-LIVED ASSETS

We account for the impairment of long-lived assets in accordance with Financial
Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", which requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that the book value of the asset may not be recoverable. Recoverability of the
asset is measured by comparison of its carrying amount to the undiscounted cash
flow that the asset or asset group is expected to generate. If such assets or
asset groups are considered to be impaired, the loss recognized is the amount by
which the carrying amount of the property if any, exceeds its fair market value.
On December 16, 2004, due to lack of expected PBS future cash flows, we would
wind down and close the PBS operation. As a result, we believe that the PBS
valuation has been significantly impaired and as a result of our impairment
analysis, the net book value of PBS assets of $144,661 have been written off and
recorded as an Impairment of Subsidiary in the accompanying Statement of
Operations for the year ended December 31, 2004

VALUATION OF NON-CASH ISSUANCES OF COMMON STOCK

We issued common stock to several parties in non-cash transactions during the
year ended December 31, 2004. For these issuances, valuation was determined
based upon the recent sales of stock prices obtained in private offerings of our
common stock completed during the year ended December 31, 2004 or the value of
such existing liabilities satisfied.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

We estimate the allowance for doubtful accounts based upon a review of


                                       24
<PAGE>

outstanding receivables, historical collection information, and existing
economic conditions. Our management reviews the customer accounts on a routine
basis to determine if an account should be charged off.

REVENUE RECOGNITION ON CONSTRUCTION CONTRACTS

The majority of our revenues are generated through the successful bidding and
execution of remediation and reconstruction contracts. We perform work under
fixed price as well as negotiated contracts. The contract period varies with
approximately ninety percent of the contracts being completed within twelve
months of the start date. We recognize revenues from contracts on the percentage
of completion method, measured by multiplying the contract amount, including
change orders, by the proportion of costs incurred to date, to estimated total
costs for each contract. Contracts in progress are valued at cost plus accrued
profit, less billings to date on uncompleted contracts. This method is used
because management considers it to be the best available measure of progress on
contracts in process. Allocated job costs include all direct material, labor
costs and sub-contracting expenses and various direct costs which can be
specifically allocated to individual contracts. Unallocated contract costs as
well as general and administrative expenses are charged to expense as incurred.
Provisions for losses on uncompleted contracts are made in the period in which
such losses are determined without reference to percentage completion. No
significant losses on uncompleted contracts existed at December 31, 2004.
Changes in job performance, job conditions and estimated profitability,
including those arising from contract penalty provisions, and final contract
settlements may result in revisions to costs as well as income and are
recognized in the period in which revisions are determined.

REVENUE RECOGNITION FOR INSURANCE PREMIUMS

Insurance premiums collected are primarily for terms of one year. We recognize
commission revenue over the course of the year as the commissions are earned and
defer revenue recognition on commissions not yet earned. The liability account
Deferred Revenue in the accompanying Consolidated Balance Sheet includes those
amounts that would have to be paid to the insurance carrier if an insurance
policy was cancelled.

VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS AND LIABILITIES

In assessing the recoverability of deferred tax assets and liabilities,
management considers whether it is more likely than not that some portion or all
of the deferred tax assets and liabilities will be realized.


                                       25
<PAGE>

RESULTS OF OPERATIONS

Fiscal year ended December 31, 2004 compared to fiscal year ended December 31,
2003 Year Ended December 31,

<TABLE>
<CAPTION>
                                                      2004              2003
                                                 --------------    --------------
<S>                                              <C>               <C>
Revenues                                         $    5,100,111    $           --
Cost of revenues                                      2,907,886                --
                                                 --------------    --------------
Gross profit                                          2,192,225                --

Operating expenses:
Selling, general and administrative                     775,496           332,952
Compensation, payroll taxes and benefits              1,760,652                --
Consulting and contract labor                           815,991                --
Professional                                            419,750                --
Rent                                                    137,506                --
Impairment of subsidiary                                144,661                --
Impairment of goodwill                                  401,033                --
Depreciation                                             48,579                --
                                                 --------------    --------------
Total operating expenses                              4,503,668           332,952
                                                 --------------    --------------

Operating loss                                       (2,311,443)         (332,952)

Other income (expense):
Other income, net                                        79,814                --
Gain on bankruptcy settlement of land                        --           157,171
Realized loss on available for sale securities               --        (1,951,951)
Interest expense                                        (51,822)         (162,279)
                                                 --------------    --------------
Total other income (expense)                             27,992        (1,957,059)
                                                 --------------    --------------

Net loss                                         $   (2,283,451)   $   (2,290,011)
                                                 ==============    ==============
</TABLE>

Revenues:

Revenues increased $5,100,111 or 100% from zero in 2003. Effective December 30,
2003, the acquisition of RG was completed and therefore the prior year did not
reflect any revenue.

Cost of Revenues:

Cost of revenues increased $2,907,886 or 100% from zero in 2003. Effective
December 30, 2003, the acquisition of RG was completed and therefore the prior
year did not reflect any cost of revenues

Operating Expenses:

Operating expenses increased $4,170,716, or 1,253%, to $4,503,668 for 2004 from
$332,952 for 2003. Effective December 30, 2003, the acquisition of RG was
completed and therefore the prior year did reflect an entire year of operations.


                                       26
<PAGE>

Other Income (Expense):

Other income (expense) decreased $1,985,051 of expense, or 101% to $27,992 of
income for 2004 from $1,957,059 of expense in 2003. The increase was primarily
from a $1,951,951 realized loss on available for sale securities in 2003 with no
corresponding amount in 2004.

Liquidity and Capital Resources:

Cash was $111,345 at December 31, 2004 as compared to $8,090 at December 31,
2003 and working capital deficit was $1,877,384 at December 31, 2004 as compared
to $2,047,402 at December 31, 2003. The increase in cash was primarily due to
$967,076 of cash proceeds received by the Company from the sale of common stock,
offset by $234,985 of repayments for a bank line of credit, $192,474 of
repayments for a note payable-related party and $250,429 of cash used in
operations.

Operating Activities

Cash used in operating activities was $250,429 for the year ended December 31,
2004 compared to $2,060,808 for the year ended December 31, 2003. The decrease
in cash used resulted primarily from a $1,292,968 increase in accrued expenses,
an $802,132 increase in trade accounts payable, $474,738 of stock issued for
professional services and a $401,033 impairment of goodwill, offset by a
$1,211,096 increase in contracts receivable.

Investing Activities

Cash used in investing activities was $471,040 for the year ended December 31,
2004 compared to $1,741,986 of cash provided by investing activities for the
year ended December 31, 2003. The increase in cash used resulted primarily from
a $1,951,951 realized loss on available for sale securities in 2003 the purchase
of available-for-sale securities.

Financing Activities

Cash flows provided by financing activities was $824,724 for the year ended
December 31, 2004 compared to $326,700 for the year ended December 31, 2003. The
increase in cash provided by financing activities was primarily due to $967,076
of cash proceeds received by the Company from the sale of common stock, offset
by $234,985 of repayments for a bank line of credit and $192,474 of repayments
for a note payable-related party.

Our principal uses of cash to date have been for operating activities and we
have funded our operations primarily by incurring indebtedness and the sale of
our common stock.

The indebtedness obligations pose a significant liquidity risk to our business
and stockholders by requiring us to dedicate a substantial portion of our cash
flow to principal and interest payments on our debt obligations, thereby
reducing the availability of our cash flow to fund working capital, capital
expenditures and other corporate requirements. Additionally, these debt


                                       27
<PAGE>

obligations may impede us from obtaining additional financing in the future for
working capital, capital expenditures and other corporate requirements and may
make us more vulnerable to a downturn in our business and limit our flexibility
to plan for, or react to, changes in our business.

The following summarizes our debt obligations at December 31, 2004:

SHORT-TERM DEBT

Our short-term debt at December 31, 2004 consisted of the following:

Bank Line of Credit

<TABLE>
<CAPTION>
<S>                                                                              <C>
$335,000 bank line of credit, dated February 28, 2004, bearing interest at the
bank's prime rate plus four percent (9.25% at December 31, 2004), payable
monthly with principal due at maturity on January 28, 2005.                      $165,015
                                                                                 ========
</TABLE>

On March 5, 2003, RG entered into a revolving line of credit facility with Town
North Bank in the amount of $400,000 and the entire capacity of the facility had
been drawn down and was outstanding at December 31, 2003. On February 2, 2004,
we made a principal payment in the amount of $15,000 reducing the outstanding
balance to $385,000. On February 28, 2004, RG signed a Renewal, Extension and
Modification Agreement "February Amendment" which amended the credit agreement
with Town North Bank. The terms of the February Amendment extended the maturity
date from February 28, 2004 to May 28, 2004, decreased the maximum borrowing
amount from $400,000 to $335,000, changed the agreement to a non-revolving
facility and increased the interest rate from the existing 7.9% to the lesser of
the Prime Rate as defined in the February Amendment plus three percent or the
highest lawful interest rate. In connection with the February Amendment, a
mandatory principal payment of $50,000 was made by RG.

The credit agreement became due on May 28, 2004 and on June 28, 2004, RG signed
a Renewal, Extension and Modification Agreement "May Amendment" which extended
the maturity date of the credit agreement from May 28, 2004 to August 28, 2004,
changed the interest rate to 8.25%, required a mandatory principal payment of
$35,000 and required that a separate bank credit card balance of approximately
$32,000 be paid in full. The Company could not make the required payment and an
RG founder and significant shareholder of the Company made a payment on behalf
of the Company to the bank of $71,004, including expenses (See Notes Payable
below). The line of credit facility is guaranteed jointly and severally by RG
and three of the founders of RGA and is secured by the receivables of RG. On
September 29, 2004, a mandatory principal payment of $20,000 was made by RG.

On September 29, 2004, RG signed a third Renewal, Extension and Modification
Agreement which extended the maturity date of the credit agreement from August
28, 2004 to January 28, 2005. After September 29, 2004, all construction
accounts receivables shall be paid or wired directly to the Lender and the
proceeds thereof shall be divided as follows: sixty (60%) paid to the Lender to
be applied to the principal balance of the note and forty (40%) paid to the
Borrower to be used as working capital. This allocation of the proceeds of


                                       28
<PAGE>

construction accounts receivable shall be applicable until such time as the
principal balance of the note has been paid in full to the Lender. In addition,
not later than October 15, 2004, borrower shall cause a related party to enter
into a written agreement with a licensed Texas realtor, wherein this related
party will list for sale real estate described in the Deed of Trust at a sales
price mutually acceptable to the related party and the Lender, for which the
related party will sell such real estate with the proceeds paid to the Lender to
be applied to the principal balance of the note.

In October 2004, RG made principal payments totaling $104,965 from construction
accounts receivable proceeds resulting in a principal balance of $165,015 at
December 31, 2004.

From January through March 1, 2005, RG made principal payments of $165,015 on
the Bank Line of Credit. As a result of these payments, the Bank Line of Credit
has been repaid in its entirety as of March 1, 2005.

Notes payable - Related Party

<TABLE>
<CAPTION>
<S>                                                                               <C>
$75,000 unsecured promissory note, dated October 2003, bearing interest at 10%
per annum and due on demand.
                                                                                  $24,792
$5,000 unsecured  promissory note, dated July 30, 2004, bearing interest at 10%
per annum and due on demand                                                         5,000

Current portion of long-term debt - Related party                                   3,120
                                                                                    -----
                                                                                  $32,912
</TABLE>

In October 2003, we executed a $75,000 unsecured promissory note, of which
$24,792 is outstanding at December 31, 2004. The promissory note is with an
officer of RG, interest of 10% per annum and is due on demand.

In October 2003, we executed a $15,000 unsecured promissory note, of which
$3,120 is the short term portion outstanding at December 31, 2004. The
promissory note is with an officer of RG. The interest rate is 9.2% per annum
with monthly principal and interest payments of $432.62 and is due March of
2007.

Through December 2003, we had received $197,025 of proceeds in the form of a
loan from Rea Capital Corporation ("RCC"), a major stockholder of RG and which
is wholly owned by Rea Brothers, Limited, an Ontario corporation, which is
wholly owned by a family member of two officers and three directors of RG. For
the three months ended March 31, 2004, an additional $14,301 of proceeds was
received by RG resulting in a balance of $211,326 at June 30, 2004. We retired
the unsecured loan with the issuance of common stock on September 30, 2004.

In June 2004, a significant stockholder of the Company and a founder of RG paid
$71,004 on behalf of the Company to a bank for a mandatory payment required
under a line of credit (See Bank Line of Credit above). The promissory note is
unsecured and is due on demand. On August 27, 2004, the Company made a principal
payment of $35,502. On December 31, 2004, the Company made principal payment of
$35,502. As a result, the promissory note has been repaid in its entirety at
December 31, 2004.


                                       29
<PAGE>

In July 2004, we executed a $5,000 unsecured promissory note, of which $5,000 is
outstanding at December 31, 2004. The promissory note is with an officer of RG,
interest of 10% per annum and is due on demand.

Notes payable

<TABLE>
<CAPTION>
<S>                                                                                     <C>
$75,000  unsecured  promissory note dated September 2004,  bearing interest at 15%
per annum and due on demand.                                                            $ 75,000

$185,100 unsecured promissory note, dated May 2004, bearing interest at 10% for
90 days and 18% subsequently. In default as of December 31, 2004.
                                                                                         185,100
$6,000 unsecured promissory note dated July 2003, bearing interest at 8% per
annum and due on demand.
                                                                                           6,000
$8,099  unsecured  promissory  note dated July 2003,  bearing  interest  at 8% per
annum and due on demand                                                                    8,099
                                                                                           -----

                                                                                        $274,199
</TABLE>

In September 2003, we received $75,000 of proceeds from an unrelated third party
with the anticipation of structuring a promissory note. However, the third party
has not signed the promissory note as of the date of the accompanying
consolidated financial statements. We are accruing interest at the rate of 15%
per annum with the intent to repay the obligation when funds are available.

Through May 2004, we had received $185,100 of proceeds in the form of a loan
from an unrelated third party. We intend to retire the unsecured loan with the
issuance of common stock before June 30, 2005. We are accruing interest at the
rate of 10% per annum for 90 days from June 15, 2004 and 18% subsequently. We
are currently in default on these notes since we have not repaid or issued
common stock as of December 31, 2004, as required by the note agreement. As of
the date of these Financial Statements, the third party has not exercised any
options or rights available as a result of the default and we are in discussion
with the unrelated third party to resolve the matter through the issuance of our
common stock before June 30, 2005.

On August 8, 2004, through the acquisition of PBS, we assumed a $6,000 unsecured
promissory note from an unrelated party. We are accruing interest at the rate of
8% per annum with the intent to repay the obligation when funds are available or
through the issuance of RG common stock in exchange for the retirement of the
promissory note.

On August 8, 2004, through the acquisition of PBS, we assumed a $8,099 unsecured
promissory note from an unrelated party. We are accruing interest at the rate of
8% per annum with the intent to repay the obligation when funds are available or
through the issuance of RG common stock in exchange for the retirement of the
promissory note.


                                       30
<PAGE>

On September 30, 2004, we had received $26,256 of proceeds in the form of a loan
from an unrelated third party. This loan had an interest rate of 12% and was
repaid in its entirety on October 14, 2004.

LONG-TERM DEBT

Long-term Debt - Related Party


<TABLE>
<CAPTION>
<S>                                                                                      <C>
$15,000  unsecured  promissory  note dated  October  2003,  bearing  interest at 9.2% -  $10,819
monthly payments of $432.32 - due March 2007
Less: Current portion                                                                     (3,120)
                                                                                         -------
                                                                                         $ 7,699
                                                                                         =======
</TABLE>

In October 2003, we executed a $15,000 unsecured promissory note, of which
$10,819 is outstanding at December 31, 2004. The promissory note is with an
officer of RG. The interest rate is 9.2% per annum with monthly principal and
interest payments of $432.62 and is due March of 2007.

Equity Financing

None

Liquidity

To continue with our business plan, we will require additional short-term
working capital and we have not generated sufficient cash from operations to
fund our operating activities through the end of fiscal 2005. We cannot assure
you that we can obtain sufficient proceeds, if any, and borrowings under any
interim financing we are able to secure that will be sufficient to meet our
projected cash flow needs.

Our ability to obtain additional financing depends on many factors beyond our
control, including the state of the capital markets, the implied market value of
our Common Stock and the prospects for our business. The necessary additional
financing may not be available to us or may be available only on terms that
would result in further dilution to the current owners of our Common Stock.
Failure to obtain commitments for interim financing would have a material
adverse effect on our business, results of operations and financial condition.
If the financing we require to sustain our working capital needs is unavailable
or insufficient or we do not receive the necessary financing, we may be unable
to continue as a going concern.

The increase in cash provided by financing activities was primarily due to
$967,076 of cash proceeds received by the Company from the sale of common stock,
offset by $234,985 of repayments for a bank line of credit and $192,474 of
repayments for a note payable-related party. Our primary sources of cash were by
obtaining $967,076 of proceeds from the sale of common stock, $211,356 of
proceeds from the issuance of notes payable, $90,305 of proceeds from the
issuance of notes payable-related party and $9,702 of advances from


                                       31
<PAGE>

stockholders. We have utilized these funds to cover our current obligations,
finance the growth of several restoration projects in areas severely damaged by
recent hurricanes and for repayments of $234,985 on a bank line of credit and
$192,474 for a note payable-related party.

Additionally, in February 2005, we signed a definitive agreement with Spencer
Clarke LLC ("Spencer Clarke") in which Spencer Clarke was engaged as the
Company's financial advisor in connection with two proposed private offerings of
our securities. The first offering is for up to $1,000,000 of senior
subordinated convertible debentures and the second is for up to $5,000,000 of
equity. We will use the proceeds of the debenture transaction to retire selected
debt, finance the growth of several restoration projects in areas severely
damaged by recent hurricanes and for other strategic corporate initiatives. The
equity transaction proceeds are anticipated to finance the introduction of our
proprietary PropertySMARTSM product, as well as grow our wholly owned
subsidiaries RG Insurance Services and RG Restoration, Inc.

From January through March 2005, we received $323,000 of cash proceeds, net of
$77,000 of expenses, from the issuance of senior subordinated convertible
debentures as discussed previously.

Off-Balance Sheet Arrangements We have no off-balance sheet arrangements.

Contractual Obligations and Commercial Commitments

The following table highlights, as of December 31, 2004, our contractual
obligations and commitments by type and period:

<TABLE>
<CAPTION>
                                                                   Payments Due by Period
                                                                   ----------------------
                                                           Less than 1
                                                           -----------
Contractual Obligations                      Total             year         1-3 years      4-5 years   After 5 years
-----------------------                      -----             ----         ---------      ---------   -------------
<S>                                       <C>                 <C>           <C>            <C>          <C>
Short-Term Debt:                                                                        -           -               -
Bank Line of Credit                           165,015             165,015               -           -               -
Notes Payable-Related Party.....               40,611              32,912           7,699           -               -
Notes Payable                                 274,199             274,199               -           -               -
                                          -----------           ---------    ------------ -----------  --------------

Total Debt                                 $  479,825            $472,126           7,699           -               -
                                           ==========            ========    ============ ===========  ==============
</TABLE>

Recent Accounting Developments

On December 16, 2004, the Financial Accounting Standards Board issued SFAS 123
(revised 2004), Share-Based Payment ("SFAS 123(R)"), which is a revision of SFAS
123, Accounting for Stock-Based Compensation. SFAS 123(R) supersedes APB Opinion
25, Accounting for Stock Issued to Employees, and amends SFAS 95, Statement of
Cash Flows. Generally, the approach in SFAS 123(R) is similar to the approach
described in SFAS No. 123. However, SFAS 123(R) requires all share-based
payments to employees, including grants of employee stock options, to be


                                       32
<PAGE>

recognized in the income statement based on their fair values. Pro-forma
disclosure is no longer an alternative.

SFAS No. 123(R) permits public companies to adopt its requirements using one of
two methods:

1). A "modified prospective" method in which compensation cost is recognized
beginning with the effective date (a) based on the requirements of SFAS No.
123(R) for all share-based payments granted after the effective date and (b)
based on the requirements of SFAS No. 123 for all awards granted to employees
prior to the effective date of SFAS No. 123(R) that remain unvested on the
effective date.

(2) A "modified retrospective" method which includes the requirements of the
modified prospective method described above, but also permits entities to
restate based on the amounts previously recognized under SFAS No. 123 for
purposes of pro-forma disclosures either (a) all prior periods presented or (b)
prior interim periods of the year of adoption.

The Company is required to adopt SFAS No. 123(R) on January 1, 2006, and is
currently evaluating the adoption alternatives.

As permitted by SFAS 123, the Company currently accounts for share-based
payments to employees, vendors, or outside consultants/contractors, using APB
Opinion No.25`s intrinsic value method and, as such, generally recognizes
expense to the extent of the fair market value of the shares exchanged, after
taking into account various factors, such as but not limited to, number of
shares, market, and other stock restrictions. Accordingly, the adoption of SFAS
123(R)`s fair value method may or may not have a significant impact on the
consolidated results of operations, although it will have no impact on the
Company's overall consolidated financial position. The impact of adopting SFAS
123(R) in future periods will depend on levels of share-based payments granted
in the future. This requirement is expected to reduce net operating cash flows
and increase net financing cash flows in periods after adoption.

2005 OUTLOOK
Our Company's ability to successfully implement our business plan will be
heavily dependent on our Company securing additional capital from the sale of
our common stock or from the issuance of debt securities. As discussed
previously, from January through March 2005, we received $323,000 of cash
proceeds, net of $77,000 of expenses, from the issuance of senior subordinated
convertible debentures. We anticipate additional cash proceeds will be obtained
from either the issuance of convertible debentures or the sale of our common
stock.

However, there is no assurance that additional equity or debt financing will be
available on terms acceptable to our management or that the additional financing
will be available when we require the funds.

Item 7. Financial Statements.

Our Financial Statements are attached as Appendix A (following Exhibits) and


                                       33
<PAGE>

included as part of this Form 10-KSB Report. A list of our Financial Statements
is provided in response to Item 13 of this Form 10-KSB Report.

Item 8. Changes In And Disagreements With Accountants On Accounting and
        Financial Disclosure.

On April 27, 2004, the Company dismissed Turner, Stone & Company, LLP ("Turner")
as the Company's independent registered public accounting firm. The decision to
change the independent registered public accounting firm was unanimously
approved by the Company's board of directors. Turner issued no report that
contained any adverse opinion, disclaimer or opinion, or modification as to
uncertainty, audit scope or accounting principles. There were no disagreements
between the Company and Turner on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Turner, would have caused
Turner to make reference thereto in, or in connection with, their reports on
financial statements for the interim period ended April 27, 2004 (the date of
the dismissal) or the interim period ended May 3, 2004 (the date of the filing
of Form 8-K with the Securities and Exchange Commission).

Also, on April 28, 2004, the Company engaged Whitley Penn as its new independent
registered public accounting firm for its fiscal year ending December 31, 2004
and for the review of its quarterly information for the quarters ended during
the fiscal year ending December 31, 2004. The Company's board of directors
unanimously approved this engagement. In the Company's two most recent fiscal
years and any subsequent interim period to the date hereof, neither the Company,
nor anyone on behalf of the Company, has consulted with Whitley Penn regarding
either: (i) the application of accounting principles to a specified completed or
contemplated transaction, or the type of audit opinion that might be rendered on
the Company's financial statements, and neither written nor oral advice was
provided that was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was the subject of a "disagreement," or "event" as defined in
Item 304(a)(1)(iv) of Regulation S-B and the related instructions to Item 304 of
Regulation S-B.

Item 8A.   Controls and Procedures.

As of the date this report is filed, an evaluation was performed under the
supervision and with the participation of the Company's principal executive
officers and financial officers of the effectiveness of the design and operation
of the Company's disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the
period covered by this report..

Based on such evaluation, such officers have concluded that, as of the
Evaluation Date, our disclosure controls and procedures are effective in
alerting them on a timely basis to material information relating to us
(including our consolidated subsidiaries) required to be included in our
periodic filings under the Exchange Act. Since the Evaluation Date, there have
not been any significant changes in our disclosure controls and procedures or in
other factors that could significantly affect such controls. Based on our


                                       34
<PAGE>

evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that, subject to the limitations noted below, our disclosure controls are
effective in timely alerting them to material information required to be
included in our periodic SEC reports.

Changes in Internal Controls

We have also evaluated our internal controls for financial reporting, and there
have been no significant changes in our internal controls or in other factors
that could significantly affect those controls subsequent to the date of their
last evaluation.

Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial
Officer, does not expect that our disclosure controls and internal controls will
prevent all error and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions; over time, control may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.

CEO and CFO Certifications

Appearing as exhibits 31.1 and 31.2 to this report there are Certifications of
our Chief Executive Officer and Chief Financial Officer. The Certifications are
required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the
Section 302 Certifications). This item of this report is the information
concerning the evaluation referred to in the Section 302 Certifications and this
information should be read in conjunction with the Section 302 Certifications
for a more complete understanding of the topics presented.


Item 8B.  Other Information.

On November 26, 2004, Cecil W. Jones resigned his position as a director of the
Company due to the time required for Mr. Jones primary business. There were no
disagreements with the Company on any matter related to the Company's
operations, policies or practices


                                       35
<PAGE>

On December 6, 2004, D. Yale Sage resigned his position as a director of the
Company to pursue other business interests. There were no disagreements with the
Company on any matter related to the Company's operations, policies or
practices..

On January 15, 2005, Ralph Hunter resigned his position as a director of the
Company. There were no disagreements with the Company on any matter related to
the Company's operations, policies or practices. On March 14, 2005, Richard
Nelson resigned his position as an officer of the Company. There were no
disagreements with the Company on any matter related to the Company's
operations, policies or practices.

In April of 2005, RG Insurance Services, Inc. ("RGIS"), our wholly owned
subsidiary and Innovative Risk Management ("IRM") jointly withdrew from a
non-binding Memorandum of Understanding ("MOU") between the two parties. The MOU
was designed to develop a Managing General Agency to handle all responsibilities
for claims processing and administrative underwriting functions for our
proprietary PropertySMARTSM program. RGIS has taken over responsibility for
these functions. Additionally, we are continuing to seek an A rated carrier to
front our proprietary PropertySMARTSM program.


                                       36
<PAGE>

                                    PART III

Item 9. Directors, Executive Officers, Promoters And Control Persons; Compliance
        With Section 16(A) Of The Exchange Act.

(a) Identity of directors and executive officers during the period covered by
this report.

<TABLE>
<CAPTION>
           Name                   Age         Position                                     Term
           ----                   ---         --------                                     ----
<S>                               <C>      <C>                                     <C>
John E. Rea                        39      CEO and Director                        1 year through August 2005
James A. Rea                       37      COO and Director                        1 year through August 2005
Edward P. Rea                      64      Chairman of the Board                   1 year through August 2005
Paul S. Johnson                    71      Director                                1 year through August 2005
Michael A. Jenkins                 63      Director                                1 year through August 2005
J. Kenneth Dunn                    46      Director                                1 year through August 2005
Bruce A. Hall                      48      Chief Financial Officer
Kevin L. Dahlberg                  42      Executive Vice President and
                                           President-Insurance Services
Richard Nelson                     57      President
John N. Brobjorg                   47      Corporate Controller
Robert A. England                  43      Chief Technology Officer
</TABLE>

(b) Business experience of directors and executive officers during the period
covered by this report.

John E. Rea, Chief Executive Officer and Director

John E. Rea was elected Chief Executive Officer in December 2003. He was
previously the Company's President and has been a member of the Board since
April 2001. Mr. Rea previously served as President of The Crafter's Marketplace,
Ltd., which operated a chain of retail stores operating in Canada, beginning in
1998. He attended Southern Methodist University. Mr. Rea is the brother of our
Chief Operating Officer and Director, James A. Rea, and the son of our Chairman
of the Board, Edward P. Rea.

James A. Rea, Chief Operating Officer and Director

James A. Rea has been our Chief Operating Officer since December 2003 and has
been a director since March 2004. Mr. Rea previously served as our President
from December 2003 to June 2004. Prior to joining us, he was President and Chief
Operating Officer of The Restoration Group, Inc. from June 2001 through December
2003. Mr. Rea was President of Tenax, Inc., a home building company, from
February 1999 through June 2001. He was the Vice President of Construction for
Matthews Southwest from 1996 through February 1999. Mr. Rea attended Texas Tech
University. Mr. Rea is the brother of our Chief Executive Officer and Director,
John E. Rea, and the son of our Chairman of the Board, Mr. Edward P. Rea.

Edward P. Rea, Chairman of the Board


                                       37
<PAGE>

Edward P. Rea has been our Chairman of the Board and a director since April
2001. He has also been an independent business consultant since 1998. Mr. Rea is
the father of our Chief Executive Officer and director, John E. Rea, and our
Chief Operating Officer and director, James A. Rea.

Paul S. Johnson, Director

Paul S. Johnson has been a member of our Board since February 2004. Mr. Johnson
retired from the U.S. Naval Reserves in 1991 with the rank of 2-star admiral.
From July 1989 to the present, he has been employed by American East as a
Captain on Boeing 727 aircraft. He is a graduate of Iowa State University where
he obtained a Bachelors of Science degree.

Michael A. Jenkins, Director

Michael A. Jenkins has been a member of our Board since March 2004. He is
currently President of Leisure and Recreation Concepts, Inc. ("LARC"), a design
and consulting firm located in Dallas, Texas. He has been President of LARC
since 1970. Additionally, Mr. Jenkins has been President and Managing Director
of Dallas Summer Musicals, Inc., a musical theater company, since 1974. Mr.
Jenkins attended Baylor University from 1960 to 1963.

J. Kenneth Dunn, Director

J. Kenneth Dunn is currently the President of Rainier Capital Management, a
banking and financial consulting firm, which he formed in 2003. From 1994 to
2002, Mr. Dunn was a partner with Meridian Capital Management, a real estate
management firm. Prior to that, from 1988 to 1994, Mr. Dunn was Executive Vice
President of Hampton Real Estate Group, a real estate management company which
owned and/or controlled approximately 10,000 apartment units and 1,500,000
square feet of commercial property. Mr. Dunn was employed as a commercial loan
officer from 1982 to 1988 with First National Bank of Commerce in New Orleans,
Louisiana and Banc Texas in Dallas, Texas in the general business and real
estate lending divisions. Mr. Dunn received his Masters of Business
Administration degree from the University of Arkansas in 1982.

Bruce A. Hall, Chief Financial Officer

Mr. Hall has been our Chief Financial Officer and Secretary since May 2004. Mr.
Hall is a senior financial executive with extensive experience serving as a CFO
and in related financial management positions in the real estate development,
energy, consulting and manufacturing industries. He has held senior level
positions at Recognition Equipment, Inc., Harris Adacom Corporation and Probex
Corporation. He has also been a senior financial and management consultant and
multi-family housing developer and began his career in public accounting with
Arthur Young & Company, a predecessor of Ernst & Young LLP. Mr. Hall holds both
CPA (Certified Public Accountant) and CMA (Certified Management Accountant)
designations and is a graduate of the University of Texas at Austin.

Kevin L. Dahlberg, Executive Vice President and President - Insurance Services
and Secretary

Kevin L. Dahlberg has been our President - Insurance Services and Secretary
since January 2005. Prior to that, he served as Vice President - Investor
Relations since June 2004 and Executive Vice President - Finance since December
2003. He was previously employed with Moore Remodeling & Construction, L.P. and


                                       38
<PAGE>

Mosquito Control Systems, L.P. as a principal and partner. Prior to that, Mr.
Dahlberg was employed by Hillwood Investments, a Perot Company, from March 2000,
through August 2002 as a Vice President. Prior to his tenure at Hillwood, Mr.
Dahlberg was employed at Archon Financial, a Goldman Sachs company, as a Vice
President and Commercial Real Estate Lending Underwriter. Mr. Dahlberg obtained
a Bachelor of Arts in Business Administration degree from Baylor University with
majors in Entrepreneurship, Management and Real Estate in 1985. He also holds
Series 6, 7 and Securities Licenses and a Texas Property & Casualty Insurance
License.

Richard S. Nelson, President

Richard S. Nelson has been our President since June 2004. He previously served
as our Executive Vice President - Marketing from February 2004 to June 2004.
Prior to joining us, from September 2003 through February 2004, Mr. Nelson was
the Chief Executive Officer of Mosquito Control Systems, L.P., a Dallas,
Texas-based pest control firm. From September 2002 through September 2003, he
headed Richard Nelson & Associates, a business consulting firm. From June 1992
through September 2002, he was Senior Vice President of WebLink Wireless, Inc.,
f/k/a PageMart Wireless, Inc., a publicly held wireless communication carrier.
He also held several executive positions at AMR Corporation. Mr. Nelson earned a
Bachelor of Arts degree from Northwestern University in Chicago, Illinois and a
Masters of Business Administration degree from the University of Dallas in
Dallas, Texas. Mr. Nelson subsequently resigned his position on March 14, 2005.

John N. Brobjorg, Corporate Controller

John N. Brobjorg has been our Corporate Controller since July 2004. Mr. Brobjorg
is a financial executive with extensive experience as a corporate controller and
in related financial management positions in the hi-tech, manufacturing, energy,
clinical laboratory and consulting industries. He has held senior level
positions at Probex Corporation, Praxair Inc., Corning Clinical Laboratories,
Convex Computer Corporation and Amsoil, Inc. Mr. Brobjorg holds a CMA
designation and earned a Master of Arts degree in International Business from
the University of Texas and a Bachelor of Arts degree in Economics and a Senior
Accounting Certificate from the University of Minnesota.

Robert A. England, Chief Technology Officer

Robert A. England has been our Chief Technology Officer since December 2003. He
was previously the Chief Technology Officer and Chief Production Manager at
Restoration Group America 2003, Inc. from April 2003 to December 2003. Prior to
that, he was employed by Motorola, Inc. as a Global Account Manager from May
1999 through March 2003. Mr. England was a Senior Integration Manager for Sabre
Holdings Corporation from 1986 until May 1999. He earned a Bachelor of Science
degree in Computing and Information Sciences from Oklahoma State University in
1986. Mr. England is also a licensed all-lines insurance adjuster.

Each Director of the Company holds such position until the next annual meeting
of shareholders and until his successor is duly elected and qualified. The
officers hold office until the first meeting of the board of directors following
the annual meeting of shareholders and until their successors are chosen and
qualified, subject to early removal by the board of directors.


                                       39
<PAGE>

Compensation Committee

We maintain a Compensation Committee of our Board of Directors. The Compensation
Committee is responsible for review of and making recommendations to our Board
of Directors on all matters relating to compensation and benefits provided to
our executive officers. The Compensation Committee is comprised of Messrs.
Jenkins and Johnson.

Audit Committee

The Audit Committee assists our Board of Directors in exercising its fiduciary
responsibilities for oversight of audit and relating matters including corporate
accounting, reporting and control practices. It is the Audit Committee's
responsibility to recommending to our Board of Directors the Independent
Registered Public Accounting Firm to be engaged by the Company for the following
fiscal year. The Audit Committee, comprised of Messrs. Jenkins and Johnson,
meets periodically with our management, financial personnel and the Independent
Registered Public Accounting Firm to review our internal accounting controls and
auditing and financial reporting matters.

Audit Committee Financial Expert

Our Board of Directors has determined that we do not currently have an audit
committee financial expert serving on our Audit Committee. We do not currently
have an individual who would be considered our audit committee financial expert.
Previously, we did not provide Directors and Officers liability insurance
("D&O") and this was a detriment to our ability to attract qualified candidates
to fill this position. However, in 2004, we obtained D&O coverage and are
currently in the process of searching for an individual to serve on our Board
and the Audit Committee who would qualify as an audit committee financial
expert.

Compensation of Directors

We do not currently pay any remuneration to our non-employee directors although
in March 2004, we did issue 16,667 restricted shares of our Common Stock to each
of Messrs. Jenkins and Johnson upon their appointment to our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

To the best of our knowledge, no officer, director and/or beneficial owner of
more than 10% of our Common Stock, failed to file reports as required by Section
16(a) of the Exchange Act during the period covered by this report.

Principal Executive and Financial Code of Ethics

In Fiscal 2004, we adopted a code of ethics for our principal executive officer,
principal financial officer and principal accounting officer. Copies may be
requested free of charge from the Company. Family Relationships


                                       40
<PAGE>

Edward P. Rea is Chairman of the Board and is the father of John E. Rea and
James A. Rea, our Chief Executive Officer and Chief Operating Officer,
respectively.

Certain Legal Proceedings

During the past five (5) years, no Executive Officer and/or Director of the
Company:

o     Filed any personal bankruptcy petition.

o     Had a petition filed by or against any business of which such person was a
      general partner or executive officer, either at the time of the bankruptcy
      or within two (2) years prior to that time, except as detailed below:

      o     As discussed previously, Bruce A. Hall, our Chief Financial Officer,
            was Chief Financial Officer of Probex Corp. ("Probex"), a former
            publicly traded company. In May 2003, Probex filed for protection
            under Chapter 7 of the United States Bankruptcy Code.

o     Had any conviction in a criminal proceeding or was subject to a pending
      criminal proceeding (excluding traffic violations and other minor
      offenses).

o     Was subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting their
      involvement in any type of business, securities or banking activities.

o     Was found by a court of competent jurisdiction (in a civil action), the
      Securities and Exchange Commission or the Commodity Futures Trading
      Commission to have violated a federal or state securities or commodities
      law, and the judgment has not been reversed, suspended, or vacated.


                                       41
<PAGE>

Item 10.   Executive Compensation.

<TABLE>
<CAPTION>
                                                                                Long Term Compensation
                                                                      -----------------------------------------
                               Annual Compensation                           Awards                    Payouts
---------------------------------------------------------------------------------------------------  ----------
  (a)                   (b)      (c)        (d)          (e)              (f)            (g)            (h)
                                                                       Restricted     Securities
Name &                                               Other Annual       Stock         Underlying/      LTIP       All Other
Position               Year   Salary($)   Bonus($)  Compensation($)   Award(s)($)(1) Options/SARs(#)  Payouts($) Comp($)
-----------------------------------------------------------------------------------------------------------------------------
<S>                  <C>       <C>       <C>        <C>               <C>              <C>              <C>        <C>
John E. Rea            2002     -0-         -0-           -0-           -0-                -0-           -0-             -0-
CEO                    2003     -0-         -0-           -0-           -0-                -0-           -0-             -0-
                       2004     65,692      -0-           -0-           -0-                -0- (A)       -0-             -0-
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

None of our other named executive officers earned more than $100,000 during the
fiscal year ended December 31, 2004.

(A) In June 2003, the Company granted Mr. Rea options to purchase 833,333 shares
of our $0.001 par value common stock at $0.30 per share (originally 5,000,000
shares at $0.05 per share before the one-for-six reverse split in August 2004).
The options were subsequently authorized under the Company's approved 2004
Omnibus Stock Plan in August 2004. The Company accounts for employee stock
awards in accordance with Accounting Principles Board Opinion No. 25 ("APB 25"),
"Accounting for Stock Issued to Employees". Under APB 25, the Company recognizes
no compensation expense related to employee stock awards when awards are granted
with exercise prices equal to or greater than the estimated fair value of the
stock on the date of grant. On the date of grant, the estimated fair value was
$0.06 per share and therefore no compensation expense has been recorded for the
options since the exercise price of $0.30 per share is greater than the
estimated fair value of $0.06 per share.


                                       42
<PAGE>

Employee Stock Option Plan

In August 2004, our shareholders approved the 2004 Omnibus Stock Plan for the
issue of up to 5,000,000 shares of our $0.001 par value common stock.

Employment Agreements

As of July 1, 2003, our subsidiary, RGA, entered into an employment agreement
with John E. Rea, our Chief Executive Officer (the "John E. Rea Agreement"). The
John E. Rea Agreement provides for an annual base salary of $10,000.00 per
month, a transportation allowance of $1,000.00 per month, participation in any
savings and retirement plan and welfare benefit plans adopted by RGA, and other
standard provisions.

As of July 1, 2003, our subsidiary, RGA, entered into an employment agreement
with James A. Rea, our President and Chief Operating Officer (the "James A. Rea
Agreement"). The James A. Rea Agreement provides for an annual base salary of
$10,000.00 per month, a transportation allowance of $1,000.00 per month,
participation in any savings and retirement plan and welfare benefit plans
adopted by RGA, and other standard provisions.

Effective as of March 31, 2003, our subsidiary, RGA, entered into an employment
agreement with Robert A. England, our Chief Technology Officer (the "England
Agreement"). The England Agreement provides for an annual base salary of
$6,667.00 per month, a transportation allowance of $500.00 per month,
participation in any savings and retirement plan and welfare benefit plans
adopted by RGA, and other standard provisions.

As of February 23, 2004, our subsidiary, RGA, entered into an employment
agreement with Richard Nelson, our Executive Vice President - Marketing (the
"Nelson Agreement"). The Nelson Agreement provides for an annual base salary of
$10,000.00 per month, a transportation allowance of $500.00 per month,
participation in any savings and retirement plan and welfare benefit plans
adopted by RGA, and other standard provisions.

As of December 15, 2004, our subsidiary, RGA, entered into an employment
agreement with Kevin L. Dahlberg, our Executive Vice President and President -
Insurance Services (the "Dahlberg Agreement"). The Dahlberg Agreement provides
for an annual base salary of $10,000.00 per month, a transportation allowance of
$500.00 per month, participation in any savings and retirement plan and welfare
benefit plans adopted by RGA, and other standard provisions.

As of February 1, 2005, our subsidiary, RGA, entered into a consulting agreement
with Bruce A. Hall, our Chief Financial Officer (the "Hall Agreement"). The Hall
Agreement provides for an annual consulting fee of $5,000.00 per month and other
standard provisions.


                                       43
<PAGE>

Item 11.   Security Ownership Of Certain Beneficial Owners and Management.

                 Security Ownership of Certain Beneficial Owners

The following table sets forth, as of April 8, 2005, the names, addresses,
amount and nature of beneficial ownership and percent of such ownership of each
person or group known to the Company to be the beneficial owner of more than
five percent (5%) of the Company's Common Stock:

Name and Address                  Amount and Nature            Percent
of Beneficial Owner            of Beneficial Ownership        of Class(1)
-------------------            -----------------------        -----------

JAAVBR LP (3)
2100 Valley View Lane
Dallas, Texas 75234                           3,216,667           12.9%

J2 Family L.P (4)
2100 Valley View Lane
Dallas, Texas 75234                           3,200,000           12.8%

DKWFLP LP
2100 Valley View Lane
Dallas, TX 75234                              3,200,000           12.8%

Jades Family LP
2100 Valley View Lane
Dallas, TX 75234                              3,200,000           12.8%

      1.    Based upon 24,906,380 shares of Company Common stock, consisting of
            20,244,460 shares of the Company's Common Stock outstanding as of
            April 8, 2005, and 4,661,920 shares of the Company's Common Stock
            authorized for issuance as of April 8, 2005, but subsequently issued
            thereafter.

      2.    Shares of Common Stock subject to warrants that are exercisable
            within 60 days of April 8, 2005, are deemed beneficially owned by
            the person holding such warrant for the purposes of calculating the
            percentage of ownership of such person but are not treated as
            outstanding for the purpose of computing the percentage of any other
            person. All common shares held by the Officers and Directors listed
            above are "restricted securities" and as such are subject to
            limitations on resale. The shares held by the officers and directors
            may be sold pursuant to Rule 144 under certain.

      3.    James A. Rea, our Chief Operating Officer and director, is a limited
            partner of JAAVBR, LP.

      4.    John E. Rea, our Chief Executive Officer and director, is a limited
            partner of J2 Family L.P. and the President and the sole shareholder
            of its general partner.


                                       44
<PAGE>

The following table sets forth, as of April 8, 2005, the names, addresses,
amount and nature of beneficial ownership and percent of such ownership of the
Company's Common Stock of each of the officers and directors of the Company, and
the officers and directors of the Company as a group:

<TABLE>
<CAPTION>
Name and Address                                       Amount and Nature                         Percent
of Beneficial Owner                              of Beneficial Ownership (2)(3)                  of Class
-----------------------------------------------------------------------------------------------------------
<S>                                             <C>                                             <C>
John E. Rea (4)                                             3,200,625                               12.9%
James A. Rea (5)                                            3,222,152                               12.9%
Edward P. Rea (6)                                            574,331                                2.3%
Robert A. England                                             21,733                                  *
Paul S. Johnson                                               19,542                                  *
Michael A. Jenkins                                            17,500                                  *
Kevin L. Dahlberg                                             15,400                                  *
Bruce A. Hall                                                   -                                     *
Richard S. Nelson (7)                                           -                                     *
J. Kenneth Dunn                                                 -                                     *
John N. Brobjorg                                                -                                     *

All directors and executive officers as a
group (11 persons) (8)                                      7,071,283                               28.4%
</TABLE>

      (*) Less than 1%.

      1.    Based upon 24,906,380 shares of Company Common stock, consisting of
            20,244,460 shares of the Company's Common Stock outstanding as of
            April 8, 2005, and 4,661,920 shares of the Company's Common Stock
            authorized for issuance as of April 8, 2005, but subsequently issued
            thereafter.

      2.    Shares of Common Stock subject to warrants that are exercisable
            within 60 days of April 8, 2005, are deemed beneficially owned by
            the person holding such warrant for the purposes of calculating the
            percentage of ownership of such person but are not treated as
            outstanding for the purpose of computing the percentage of any other
            person. All common shares held by the Officers and Directors listed
            above are "restricted securities" and as such are subject to
            limitations on resale. The shares held by the officers and directors
            may be sold pursuant to Rule 144 under certain.

      3.    Includes all shares of Common Stock with respect to which each
            person or entity directly, through any contract, arrangement,
            understanding, relationship or otherwise, has or shares the power to
            vote or direct voting of such shares or to dispose or direct the
            disposition of such shares

      4.    Represents 3,200,000 shares owned by J2 Family LP and 625 shares
            owned by members of John E. Rea's immediate family. John E. Rea is a
            limited partner of J2 Family LP and the President and the sole
            shareholder of its general partner.


                                       45
<PAGE>

      5.    Represents (i) 1,784 shares of Common Stock owned by Tenax, Inc.,
            (ii) 3,451 shares owned by JR Holdings, Inc., (iii) 3,216,667 shares
            owned by JAAVBR, L.P. and (iv) 250 shares owned by members of James
            A. Rea's immediate family. James A. Rea is President of Tenax, Inc.
            and JR Holdings, Inc. and is a limited partner of JAAVBR, L.P.

      6.    Includes (i) 70,477 shares of Common Stock owned by Rea Capital
            Corporation, (ii) 335,304 shares owned by Rea Brothers, Ltd. and
            (iii) 168,550 shares owned by The Crafters Marketplace, Ltd. Edward
            P. Rea is Chairman of Rea Capital Corporation, Rea Brothers, Ltd.
            and The Crafters Marketplace, Ltd.

      7.    Richard Nelson resigned his position with the Company on March 14,
            2005.

      8.    Includes (i) 70,477 shares of Common Stock owned by Rea Capital
            Corporation, (ii) 335,304 shares owned by Rea Brothers, Ltd., (iii)
            168,550 shares owned by The Crafters Marketplace, Ltd., (iv)
            3,200,000 shares owned by J2 Family LP, (v) 625 shares owned by
            members of John E. Rea's immediate family, (vi) 1,784 shares owned
            by Tenax, Inc., (vii) 3,451 shares owned by JR Holdings, Inc.,
            (viii) 3,216,667 shares owned by JAAVBR, L.P. and (ix) 250 shares
            owned by members of James A. Rea's immediate family.


                                       46
<PAGE>

Item 12. Certain Relationships And Related Transactions.


On February 15, 2001, we entered into a consulting agreement with RCC to provide
business, management and financial consulting services to RG in exchange for a
monthly consulting fee of $20,000 and the reimbursement of service related
expenses. RCC is wholly owned by Rea Brothers, Limited, an Ontario corporation,
which is wholly owned by a family member of two officers and three directors of
RG. In 2003, the agreement was amended to reduce the monthly consulting fee to
$5,000 and effective January 1, 2004, the consulting agreement was terminated
and all outstanding amounts owed by RG were forgiven. Accordingly, we recorded
$55,000 at March 31, 2004 as other income in the accompanying consolidated
statement of operations for the reversal of the accrued balance at December 31,
2003.

Additionally, through December 2003, we had received $197,025 of proceeds from
RCC in the form of an unsecured promissory note and for the three months ended
March 31, 2004, an additional $14,301 of proceeds were received resulting in a
balance of $211,326 at June 30, 2004. We have retired the promissory note with
the issuance of common stock on September 30, 2004.

In October 2003, we executed a $75,000 unsecured promissory note, of which
$24,792 is outstanding at December 31, 2004. The promissory note is with an
officer of RG, the interest rate is 10% per annum and the note is due on demand.

In October 2003, we executed a $15,000 unsecured promissory note, of which
$10,819 is outstanding at December 31, 2004. The promissory note is with an
officer of RG. The interest rate is 9.2% per annum with monthly principal and
interest payments of $432.62 and is due March of 2007.

From January through May 1, 2004, the Company paid $37,500 to the Chairman of
the Board for consulting services. Effective May 1, 2004, the agreement was
modified from $7,500 to $8,500 per month and $15,350 was paid under the revised
agreement with a balance of $24,650 outstanding at December 31, 2004.

In June 2004, a significant shareholder of the Company and a founder of RG paid
$71,004 on behalf of the Company to a bank for a mandatory payment required
under a line of credit. On August 27, 2004, the Company made a principal payment
of $35,502. The promissory note is unsecured and is due on demand.

In June 2004, we issued 66,667 shares of common stock at $0.30 per share for the
purchase of property and equipment from Rea Brothers, Limited, an Ontario
corporation, which is wholly owned by a family member of two officers and three
directors of RG. As a result of this transaction, the Company recorded $20,000
of PP&E on the consolidated balance sheet.

In July 2004, we executed a $5,000 unsecured promissory note, of which $5,000 is
outstanding at December 31, 2004. The promissory note is with an officer of RG,
interest of 10% per annum and is due on demand.


                                       47
<PAGE>

Item 13. Exhibits


INDEX TO EXHIBITS.

<TABLE>
<CAPTION>
Exhibit
No.         Description of Exhibit                                                Sequential Page No.
------------------------------------------------------------------------------------------------------------
<S>         <C>                                                                   <C>

(31)

      31.1  Certification of the Chief Executive Officer of RG America, Inc.
            pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

      31.2  Certification of the Chief Financial Officer of RG America, Inc.
            pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(32)

      32.1  Certification of the Chief Executive Officer of RG America, Inc.
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

      32.2  Certification of the Chief Financial Officer of RG America, Inc.
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
</TABLE>

Item 14. Principal Accountant Fees And Services

Audit Fees

The aggregate fees billed for the year ended December 31, 2004 for professional
services rendered by Whitley Penn ("Whitley") for the audit of the Company's
annual financial statements and review of financial statements included in the
Company's Form 10-QSB or services that are normally provided by the accountant
in connection with statutory and regulatory filings or engagements for the year
ended December 31, 2004 were $40,650.

The aggregate fees billed for the year ended December 31, 2003 for professional
services rendered by Turner Stone & Company, LLP ("Turner") for the audit of the
Company's annual financial statements and review of financial statements
included in the Company's Form 10-QSB or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for the year ended December 31, 2003 were $14,115.

Audit-Related Fees.

The aggregate fees billed for the year ended December 31, 2004 for assurance and
related services rendered by Whitley that are reasonably related to the
performance of the audit or review of the Company's financial statements and are
not reported under the category Audit Fees described above was $13,000.


                                       48
<PAGE>

No fees were billed for the year ended December 31, 2003 for assurance and
related services by Turner that are reasonably related to the performance of the
audit or review of the Company's financial statements and are not reported under
the category Audit Fees described above.

Tax Fees

No fees were billed for the year ended December 31, 2004 for tax compliance, tax
advice, or tax planning services by Whitley that are reasonably related to the
performance of the audit or review of the Company's financial statements and are
not reported under the category Audit Fees described above.

No fees were billed for the year ended December 31, 2003 for tax compliance, tax
advice, or tax planning services by Turner that are reasonably related to the
performance of the audit or review of the Company's financial statements and are
not reported under the category Audit Fees described above.

All Other Fees

No fees were billed for the year ended December 31, 2004 for products and
services provided by Whitley, other than the services reported in the Audit
Fees, Audit-Related Fees, and Tax Fees categories above.

No fees were billed for the year ended December 31, 2003 for products and
services provided by Turner, other than the services reported in the Audit Fees,
Audit-Related Fees, and Tax Fees categories above.

Audit Committee Pre-Approval Policies

The Company's standing audit committee currently does not have any pre-approval
policies or procedures concerning services performed by Whitley or Turner. All
the services performed by Whitley and Turner that are described above were
pre-approved by the Company's standing audit committee. None of the hours
expended on Whitley's engagement to audit the Company's financial statements for
the year ended December 31, 2004 or on Turner's engagement to audit the
Company's financial statements for the year ended December 31, 2003 were
attributed to work performed by persons other than Whitley's or Turner's
full-time, permanent employees.


                                       49
<PAGE>

                                   Appendix A
                              Financial Statements.

      The following Audited Financial Statements are filed as part of this Form
10-KSB Report:

CONTENTS

F-1   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR ENDED
      DECEMBER 31, 2004.

F-2   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR YEAR ENDED
      DECEMBER 31, 2003.

F-3   CONSOLIDATED BALANCE SHEET AT OF DECEMBER 31, 2004

F-4   CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31,
      2004 AND 2003


F-5   CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE YEARS
      ENDED DECEMBER 31, 2004 AND 2003

F-6   CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31,
      2004 AND 2003

F-7 - F-17 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized:

By: /s/ John E. Rea
    ------------------------------------
    John E. Rea, Chief Executive Officer

Dated: May 5, 2005

      In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.

By: /s/ John E. Rea
    ------------------------------------
      John E. Rea, Chief Executive Officer, director

Dated: May 5, 2005

By: /s/ Bruce A. Hall
    ------------------------------------
      Bruce A. Hall, Chief Financial Officer


<PAGE>

         Filed herewith are our following audited financial statements:

<TABLE>
<CAPTION>
                                                                                                           Page No.
<S>                                                                                                        <C>
Report of Independent Registered Public Accounting Firm for year ended December 31, 2004..........................2

Report of Independent Registered Public Accounting Firm for year ended December 31, 2003..........................3

Consolidated Balance Sheet at December 31, 2004...................................................................4

Consolidated Statements of Operations for the years ended December 31, 2004 and 2003..............................6

Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31, 2004 and 2003........7

Consolidated Statements of Cash Flows for the years ended December 31, 2004 and 2003..............................8

Notes to Consolidated Financial Statements........................................................................9
</TABLE>

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
RG America, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheet of RG America, Inc.
and subsidiaries as of December 31, 2004, and the related consolidated
statements of operations, changes in stockholders' deficit, and cash flows for
the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of RG
America, Inc. and subsidiaries at December 31, 2004, and the results of its
consolidated operations and its consolidated cash flows for the year then ended
in conformity with accounting principles generally accepted in the United States
of America.


The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company's recurring losses from
operations and net loss in 2004 of $2,283,451, working capital deficit of
$1,877,384 at December 31, 2004, accumulated deficit at December 31, 2004 of
$6,952,551, and substantial obligations with no current resources to satisfy the
obligations raise substantial doubt about its ability to continue as a going
concern. Management's plans as to these matters are also described in Note 2.
The consolidated financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets
or the amounts and classification of liabilities that might result from the
outcome of this uncertainty.



/s/ WHITLEY PENN
----------------------------
Dallas, Texas
April 14, 2005


                                       2
<PAGE>

              INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT

Board of Directors
RG America, Inc. and Subsidiaries, formerly F/K/A Invvision Capital, Inc. and
Subsidiaries Dallas, Texas

We have audited the accompanying consolidated balance sheet of RG America, Inc.
and subsidiaries, formerly Invvision Capital, Inc. and subsidiaries (a
development stage company), for the year ended December 31, 2003, and the
related consolidated statements of operations and comprehensive loss,
stockholders' equity (deficit), and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of RG America, Inc. and
subsidiaries, formerly Invvision Capital, Inc and subsidiaries, at December 31,
2003, and the results of their operations and their cash flows for the above
referenced period in conformity with accounting principles generally accepted in
the United States of America.

As explained in Note 2, the Company entered into a merger transaction during
2001 that was accounted for as a reverse merger with the Company being the
acquired entity for financial reporting purposes. As a result, the accompanying
consolidated financial statements have been restated to present the financial
position and the operating results of the acquiring entity for financial
reporting purposes.

The accompanying year 2003 consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As also discussed in
Note 2 to the consolidated financial statements, the Company has suffered
recurring losses from operations and has a net working capital deficiency that
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

/s/ Turner, Stone & Company
------------------------------
Turner, Stone & Company, L.L.P.
Certified Public Accountants
April 14, 2004


                                       3
<PAGE>

                       RG AMERICA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

ASSETS
                                                      December 31,
                                                          2004
                                                      ------------
Current assets:
Cash and cash equivalents                             $    111,345
Contracts receivable, net of allowance for doubtful
   accounts of $171,377                                  1,809,778
Unbilled revenue                                           330,332
Prepaid expenses                                             2,169
Other receivables                                           36,584
                                                      ------------
Total current assets
                                                         2,290,208
Property and equipment, net of
   accumulated depreciation of $87,710                     270,614

Other non-current assets                                     5,000
                                                      ------------

Total assets                                          $  2,565,822
                                                      ============



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


                                       4
<PAGE>

                         RG AMERICA, INC. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEET (continued)


                       LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES
                                                      December 31,
                                                          2004
                                                      ------------
Current liabilities:
Accounts payable, trade                               $  1,790,991
Accrued expenses                                         1,441,180
Withholding taxes payable                                  269,694
Deferred revenue                                           193,601
Bank line of credit                                        165,015
Notes payable - related party                               32,912
Notes payable                                              274,199
                                                      ------------
Total current liabilities                                4,167,592

Long-term debt - related party                               7,699
                                                      ------------
Total liabilities                                     $  4,175,291


Commitments and contingencies                                   --

STOCKHOLDERS' DEFICIT

Stockholders' deficit
Preferred stock, $.001 par value, 35,000,000 shares

authorized, none issued and outstanding                         --
Common stock, $.001 par value, 300,000,000 shares
authorized, 19,770,390 issued and outstanding               19,770
Common stock subscribed, 4,661,919 shares                 (271,238)
Additional paid in capital                               5,517,675
Common stock warrants                                      130,000
Accumulated deficit                                     (6,952,551)
                                                      ------------
                                                        (1,556,344)

Less: Deferred stock compensation                          (53,125)
                                                      ------------

Total stockholders' deficit                             (1,609,469)
                                                      ------------

Total liabilities and stockholders' deficit           $  2,565,822
                                                      ============



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


                                       5
<PAGE>

                           RG AMERICA, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS

                                                        Years Ended
                                                        December 31,
                                                     2004            2003
                                                 ------------    ------------
Revenues                                         $  5,100,111    $         --

Cost of revenues                                    2,907,886              --
                                                 ------------    ------------
Gross profit                                        2,192,225              --

Operating expenses:

Selling, general and administrative                   775,496         332,952

Compensation, payroll taxes and benefits            1,760,652              --

Consulting and contract labor                         815,991              --

Professional                                          419,750              --

Rent                                                  137,506              --

Impairment of subsidiary                              144,661              --

Impairment of goodwill                                401,033              --

Depreciation                                           48,579              --
                                                 ------------    ------------
Total operating expenses                            4,503,668         332,952
                                                 ------------    ------------


Operating loss                                     (2,311,443)       (332,952)

Other income (expense):

Other income, net                                      79,814              --

Gain on bankruptcy settlement of land                      --         157,171

Realized loss on available for sale securities             --      (1,951,951)

Interest expense                                      (51,822)       (162,279)
                                                 ------------    ------------

Total other income (expense)                           27,992      (1,957,059)
                                                 ------------    ------------

Net loss                                         $ (2,283,451)   $ (2,290,011)
                                                 ============    ============

Comprehensive loss
Realized loss on available for sale securities             --       1,951,951
                                                 ------------    ------------

Total Comprehensive loss                         $ (2,283,451)   $   (338,060)
                                                 ============    ============

Loss per share - basic and diluted               $      (0.13)          (1.23)
                                                 ============    ============

Basic and diluted weighted average outstanding
shares                                             17,707,502       1,863,171


The accompanying notes are an integral part of the consolidated financial
statements


                                       6
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                     YEARS ENDED DECEMBER 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                  ----------------------------------------------------------------




                                                                       Preferred Stock                   Common Stock
                                                                  --------------------------  -----------------------------------
                                                                     Shares        Amount           Shares            Amount
                                                                  ----------------------------------------------------------------
<S>                                                               <C>             <C>              <C>               <C>
Balance at December 31, 2002                                                -          $  -            1,914,998          $1,915

Cancellation of shares                                                      -             -            (508,325)           (508)

Acquisition of RGA 2003's net assets (liabilities                           -             -                    -               -

Reclassification of unrealized loss to realized loss                        -             -                    -               -

Net loss, year ended December 31, 2003                                      -             -                    -               -


Balance at December 31, 2003                                                -             -            1,406,673           1,407
                                                                  ----------------------------------------------------------------
Stock issued for subscribed stock                                     159,167             159            (159,167)          (159)

Stock issued for professional services                                      -             -              343,008             343

Stock issued for directors' fees                                            -             -               50,000              50

Proceeds from sale of common stock                                          -             -            1,848,911           1,849

Stock issued in exchange for note receivable                                -             -              448,167             448

Stock issued for conversion of notes payable                                -             -            1,109,308           1,109

Stock issued for conversion of accounts payable                             -             -              737,328             737

Stock issued and held by transfer agent for instruction                     -             -                1,667               2

Stock issued for property and equipment                                     -             -               81,667              81

Stock issued for employee compensation                                      -             -               36,667              37

Stock issued in exchange for other receivables                              -             -               47,827              48

Stock issued for RGA acquisition                                            -             -           13,333,333          13,333

Stock issued for PBS acquisition                                            -             -              166,667             167

Stock warrant issued for equity services                                    -             -                    -               -

Issuance of employee stock options and related amortization                 -             -                    -               -

Purchase price adjustment                                                   -             -                    -               -

Net loss, year ended December 31, 2004                                      -             -                    -               -
                                                                  ----------------------------------------------------------------
Balance at December 31, 2004                                                -           $  -          19,770,390         $19,770
                                                                  ================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                  -------------------------------------------------------------


                                                                              Common Stock                    Additional

                                                                                Subscribed                      Paid-In
                                                                  --------------------------------------
                                                                        Shares              Amount              Capital
                                                                  --------------------------------------------------------------
<S>                                                                    <C>                <C>                  <C>
Balance at December 31, 2002                                                       -              $   -          $ 3,797,361

Cancellation of shares                                                             -                  -                  508

Acquisition of RGA 2003's net assets (liabilities                                  -                  -          (1,047,275)

Reclassification of unrealized loss to realized loss                               -                  -                    -

Net loss, year ended December 31, 2003                                             -                  -                    -


Balance at December 31, 2003                                                       -                  -            2,750,594
                                                                  --------------------------------------------------------------
Stock issued for subscribed stock                                                  -                  -                   -

Stock issued for professional services                                       176,667                177              474,218

Stock issued for directors' fees                                                   -                  -               19,950

Proceeds from sale of common stock                                           573,333                573              964,654

Stock issued in exchange for note receivable                                       -          (268,900)              268,452

Stock issued for conversion of notes payable                                 704,420                704              588,583

Stock issued for conversion of accounts payable                                    -                  -              406,096

Stock issued and held by transfer agent for instruction                            -                  -                  498

Stock issued for property and equipment                                            -                  -               28,919

Stock issued for employee compensation                                        16,667                 17               20,946

Stock issued in exchange for other receivables                                16,666            (6,983)               33,958

Stock issued for RGA acquisition                                           3,333,333              3,333             (16,666)

Stock issued for PBS acquisition                                                   -                  -              349,833

Stock warrant issued for equity services                                           -                  -             (30,000)

Issuance of employee stock options and related amortization                        -                  -               62,500

Purchase price adjustment                                                          -                  -            (404,860)

Net loss, year ended December 31, 2004                                             -                  -                    -
                                                                  --------------------------------------------------------------
Balance at December 31, 2004                                               4,661,919        $ (271,238)           $5,517,675
                                                                  ==============================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                 -----------------------------------------------------------


                                                                       Deferred              Common

                                                                         Stock               Stock           Accumulated

                                                                     Compensation           Warrants           Deficit
                                                                 -----------------------------------------------------------
<S>                                                                  <C>                    <C>                <C>
Balance at December 31, 2002                                                  $      -         $100,000        $(2,379,089)

Cancellation of shares                                                               -                -                   -

Acquisition of RGA 2003's net assets (liabilities                                    -                -                   -

Reclassification of unrealized loss to realized loss                                 -                -         (1,951,951)

Net loss, year ended December 31, 2003                                               -                -           (338,060)


Balance at December 31, 2003                                                         -          100,000         (4,669,100)
                                                                 -----------------------------------------------------------
Stock issued for subscribed stock                                                    -                -                   -

Stock issued for professional services                                               -                -                   -

Stock issued for directors' fees                                                     -                -                   -

Proceeds from sale of common stock                                                   -                -                   -

Stock issued in exchange for note receivable                                         -                -                   -

Stock issued for conversion of notes payable                                         -                -                   -

Stock issued for conversion of accounts payable                                      -                -                   -

Stock issued and held by transfer agent for instruction                              -                -                   -

Stock issued for property and equipment                                              -                -                   -

Stock issued for employee compensation                                               -                -                   -

Stock issued in exchange for other receivables                                       -                -                   -

Stock issued for RGA acquisition                                                     -                -                   -

Stock issued for PBS acquisition                                                     -                -                   -

Stock warrant issued for equity services                                             -           30,000                   -

Issuance of employee stock options and related amortization                   (53,125)                -                   -

Purchase price adjustment                                                            -                -                   -

Net loss, year ended December 31, 2004                                               -                -         (2,283,451)
                                                                 -----------------------------------------------------------
Balance at December 31, 2004                                          $ (53,125)               $130,000        $(6,952,551)
                                                                 ===========================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                  --------------------------------------------
                                                                   Accumulated Other
                                                                                                 Total

                                                                     Comprehensive           Stockholders'

                                                                          Loss                  Deficit
                                                                  --------------------------------------------
<S>                                                                <C>                       <C>
Balance at December 31, 2002                                           $ (   1,951,951)           $ (431,764)

Cancellation of shares                                                                -                     -

Acquisition of RGA 2003's net assets (liabilities                                     -           (1,047,275)

Reclassification of unrealized loss to realized loss                          1,951,951                     -

Net loss, year ended December 31, 2003                                                -             (338,060)

                                                                                      -
Balance at December 31, 2003                                                                      (1,817,099)
                                                                  --------------------------------------------
Stock issued for subscribed stock                                                     -                   -

Stock issued for professional services                                                -               474,738

Stock issued for directors' fees                                                      -                20,000

Proceeds from sale of common stock                                                    -               967,076

Stock issued in exchange for note receivable                                          -                     -

Stock issued for conversion of notes payable                                          -               590,396

Stock issued for conversion of accounts payable                                       -               406,833

Stock issued and held by transfer agent for instruction                               -                   500

Stock issued for property and equipment                                               -                29,000

Stock issued for employee compensation                                                -                21,000

Stock issued in exchange for other receivables                                        -                27,023

Stock issued for RGA acquisition                                                      -                     -

Stock issued for PBS acquisition                                                      -               350,000

Stock warrant issued for equity services                                              -                     -

Issuance of employee stock options and related amortization                           -                 9,375

Purchase price adjustment                                                             -             (404,860)

Net loss, year ended December 31, 2004                                                -           (2,283,451)
                                                                  --------------------------------------------
Balance at December 31, 2004                                                    $     -          $(1,609,469)
                                                                  ============================================
</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements


                                       7
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                      Years Ended
                                                                      December 31,
                                                                  2004            2003
                                                              ------------    ------------
<S>                                                           <C>             <C>
Operating Activities:
Net loss                                                      $ (2,283,451)   $ (2,290,011)
Adjustments to reconcile net loss to net cash used in
operating activities:
   Depreciation                                                     48,579           1,125
   Provision for doubtful accounts                                  84,591              --
   Amortization of deferred stock expense                            9,375              --
   Stock issued for professional services                          474,738              --
   Stock issued for employee compensation                           21,000              --
   Stock issued for directors' fees                                 20,000              --
   Note issued for employee compensation                             5,260              --
   Impairment of subsidiary long term assets                       144,661              --
   Impairment of goodwill                                          401,033              --
   Gain on bankruptcy settlement of land                                --        (157,171)
   Changes in operating assets and liabilities:
      Increase in contracts receivable                          (1,211,096)             --
      Increase in unbilled revenue and deferred
revenue, net                                                      (196,353)             --
      Decrease in prepaid expenses                                  23,589              --
      Decrease in other receivables                                 43,459              --
      Increase in notes receivable - related party                    (756)             --
      Increase in notes receivable                                  (8,184)             --
      Increase in accounts payable, trade                          802,132         220,992
      Increase in accrued expenses                               1,292,968         164,257
      Increase in withholding taxes payable                         78,026              --
                                                              ------------    ------------
Net cash used in operating activities                             (250,429)     (2,060,808)

Investing Activities:
Purchases of property and equipment                                (61,180)         (5,790)

Purchase of other non current asset                                 (5,000)             --
Realized loss on available for sale securities                          --       1,951,951
Cash from RGA 2003 acquisition                                          --           2,100
Advances made to RGA 2003                                               --        (206,275)
Acquisition purchase price adjustment                             (404,860)             --
                                                              ------------    ------------
Net cash (used in) provided by investing activities               (471,040)      1,741,986

Financing Activities:
Repayments of notes payable - related party                       (192,474)             --
Repayments of notes payable                                        (26,256)             --
Repayments of bank line of credit                                 (234,985)             --
Proceeds from sale of common stock                                 967,076              --
Proceeds from issuance of notes payable                            211,356         247,025
Proceeds from issuance of notes payable - related party             90,305              --
Advances from stockholders                                           9,702          79,675
                                                              ------------    ------------
Net cash provided by financing activities                          824,724         326,700

Net increase in cash and cash equivalents                          103,255           7,878
Cash and cash equivalents at beginning of period                     8,090             212
                                                              ------------    ------------
Cash and cash equivalents at end of period                    $    111,345    $      8,090
                                                              ============    ============

Cash paid during the period for interest                      $     26,599    $         --
                                                              ============    ============


Supplemental Disclosure of Non-Cash Transactions:
Stock issued for conversion of accounts payable               $    406,833    $         --


Stock issued for conversion of notes payable                       590,396              --


Stock issued for purchase of property and equipment                 29,000              --

Stock issued in exchange for other receivable                       34,023              --

Stock issued in exchange for note receivable                       268,900              --
Stock issued for PBS acquisition                                   350,000              --
Net liabilities assumed in PBS acquisition                          36,278              --

Stock issued and held by transfer agent for instruction                500              --

Warrant issued for equity advisory service                          30,000              --
Acquisition of RGA 2003 net assets less cash acquired                   --       1,049,375
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements


                                       8
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

1.    HISTORY AND NATURE OF BUSINESS

RG America, Inc. ("RG" or the "Company"), formerly known as Invvision Capital,
Inc. ("Invvision") is a publicly-traded company that provides a broad array of
fee-based services that address clients' risk management needs for their real
estate assets. This is accomplished by addressing procedures and costs
associated with the risk of a possible loss such as loss control activities and
purchasing traditional insurance products. RG also addresses the consequences of
a loss after it has occurred by adjusting claims, restoring property and
minimizing business interruption costs.

Effective as of December 30, 2003, we acquired all of the capital stock of
Restoration Group America 2003, Inc., a Texas corporation ("RGA 2003") and its
wholly-owned subsidiaries in a transaction that was accounted for as a
combination of entities under common control. The wholly-owned subsidiaries of
RGA 2003 that were acquired included: (i) RG Insurance Services, Inc., a Texas
corporation ("RGIS") which is a general insurance agency, (ii) RG Risk
Management, Inc., a Texas corporation ("RGRM") which is engaged in the business
of providing claims management services, (iii) RG Restoration, Inc., a Texas
corporation ("RGR") which is engaged in the business of performing commercial
property restoration services and (iv) Restoration Group America, Inc., a Texas
corporation ("RGA") which holds the intellectual property rights to the
proprietary PropertySMARTSMSM program. The entities sometimes referred to herein
as RGIS, RGRM, RGR and RGA are now indirect wholly-owned subsidiaries of
Invvision.

According to the terms of the Acquisition Agreement between RG and RGA 2003, in
April 2004, we issued 13,333,333 shares of our common stock to the shareholders
of RGA 2003 as follows: 10,000,000 shares once our Amended and Restated Articles
of Incorporation were declared effective and 3,333,333 shares upon the
satisfaction of certain conditions. As a result of this issuance, 3,333,333
shares were unissued subject to the satisfaction of certain additional
conditions. In June 2004, the required conditions were met and the Company has
recorded the 3,333,333 shares as Common Stock Subscribed. (See Acquisitions -
Note 7, and Stockholders' Deficit - Note 9)

On August 10, 2004, RG acquired all of the common stock of Practical Business
Solutions 2000, Inc. ("PBS"). The aggregate purchase was $350,000, which payment
consisted of 166,667 restricted shares of RG's common stock. The terms included
(1) an agreement by the stockholders of PBS to escrow 55,555 shares of common
stock shares for a period of two years to satisfy certain potential
indemnifiable claims and (2) and an agreement by RG granting piggyback
registration rights for the resale of 5,850 of the purchase consideration
shares. (See Acquisition - Note 7)

On December 16, 2004, we determined that as a result of a material impairment of
PBS, we would wind down and close the PBS operation. As a result of the loss of
the key employee as related to PBS, its valuation has been significantly
impaired and the entire goodwill recorded from the acquisition of PBS in the
amount of $401,033 is impaired and we have recorded this amount as an Impairment
of Goodwill in the accompanying Consolidated Financial Statements as of December
31, 2004. Additionally, PBS net book assets of $144,661 have been written off


                                       9
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

and charged to Impairment of Subsidiary in the accompanying Consolidated
Statement of Operations for the year ended December 31, 2004.

We were a development stage company through December 31, 2003. As a result of
the acquisition of RGA 2003 as discussed above, we are an operating entity and
are no longer in the development stage effective as of January 1, 2004.

In August 2004, the shareholders of the Company approved the name of the Company
to be changed to RG from Invvision.

In August 2004, the stockholders of the Company approved a reverse stock split
of the issued and outstanding shares of the Company's common stock by a ratio of
between one-for-two and one-for-six, inclusive, to be made at the sole
discretion of the Board of Directors before December 31, 2004. In December 2004,
the Board approved and implemented a one-for-six reverse stock split. In
accordance with FAS 128, all share and per share amounts have been retroactively
adjusted to the beginning of the period to reflect the reverse stock split.

2.    GOING CONCERN

The accompanying consolidated financial statements of RG have been prepared
assuming that we will continue as a going concern. However, we have and continue
to incur net losses which have resulted in a significant accumulated deficit and
stockholders' deficit at December 31, 2004. We had losses of $2,283,451 and
$2,290,011 for the years ended December 31, 2004 and 2003, respectively. At
December 31, 2004, current liabilities exceeded current assets by $1,877,384,
stockholders' deficit was $1,609,469 and we had an accumulated deficit of
$6,952,551.

The ability of RG to continue as a going concern is dependent on the successful
implementation of its business plan, obtaining additional capital, and
generating sufficient revenues and cash flows. The financial statements do not
include any adjustments that might be necessary if we are unable to continue as
a going concern.

The time required for RG to become profitable is highly uncertain, and we cannot
be assured that we will achieve or sustain profitability or generate sufficient
cash flow from operations to meet planned capital expenditures, working capital
and debt service requirements. If required, the ability to obtain additional
financing from other sources also depends on many factors beyond the control of
RG, including the state of the capital markets and the prospects for business
growth. The necessary additional financing may not be available or may be
available only on terms that would result in further dilution to the current
owners of RG common stock.

We cannot be assured that we will generate sufficient cash flow from operations
or obtain additional financing to meet scheduled debt payments and financial
covenants. If we fail to make any required payment under the agreements and
related documents governing indebtedness or fail to comply with the financial
and operating covenants contained in them, we would be in default. The financial
statements do not include any adjustments to reflect the possible effects on


                                       10
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

recoverability and classification of assets or the amounts and classification of
liabilities which may result from the inability of RG to continue as a going
concern.

We expect revenues will increase in 2005 as a result of continued work
opportunities in Florida. Additionally, we have been successful in obtaining
funding from the private sale of common stock in 2004 as discussed in
Stockholders' Deficit - Note 9. There is no guarantee that we will be successful
in obtaining the required funding required to successfully implement the
business plan.


3.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

In the opinion of management, the accompanying balance sheet and related
statements of operations, changes in stockholders' deficit and cash flows
include all adjustments necessary for their fair presentation in conformity with
generally accepted accounting principles in the United States of America (U.S.
GAAP).

Principles of Consolidation

The accompanying consolidated financial statements include the general accounts
of RG and RGA 2003 and their subsidiaries listed previously as of December 31,
2004 and all significant intercompany transactions, accounts and balances have
been eliminated.

Accounting Estimates

When preparing financial statements in conformity with U.S. GAAP, our management
must make estimates based on future events which affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities as
of the date of the financial statements, and revenues and expenses during the
reporting period. Actual results could differ from these estimates. Significant
estimates in the accompanying financial statements includes the impairment of
goodwill, the valuation for non-cash issuances of common stock, the allowance
for doubtful accounts, revenue recognition for construction contracts and
insurance premiums and the valuation allowance for deferred tax assets and
liabilities.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with a maturity
date of three months or less when purchased.

Contracts Receivable

Contracts receivable result from the performance of remediation and
reconstruction services based on both fixed-price and negotiated contract
prices. In accordance with terms of some contracts, a certain percentage of the
total contract price is withheld pending customer acceptance at the completion
of the contract. Accordingly, these amounts have been classified as "retainage"
and are included as a component of contracts receivable. We estimate the


                                       11
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

allowance for doubtful accounts based upon a review of outstanding receivables,
historical collection information, and existing economic conditions. Management
reviews the customer accounts on a routine basis to determine collectibility and
if an account should be charged off. The Company generally does not require
collateral.

Property and Equipment

Fixed assets greater than $1,000 are recorded at cost and depreciated over their
useful lives, which range from three to seven years, using the straight-line
method. Maintenance and repair expense are expensed as incurred.

Accounting for the Impairment of Long-Lived Assets

We account for the impairment of long-lived assets in accordance with Financial
Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", which requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that the book value of the asset may not be recoverable. Recoverability of the
asset is measured by comparison of its carrying amount to the undiscounted cash
flow that the asset or asset group is expected to generate. If such assets or
asset groups are considered to be impaired, the loss recognized is the amount by
which the carrying amount of the property if any, exceeds its fair market value.
On December 16, 2004, due to lack of expected PBS future cash flows, the Company
determined it would wind down and close the PBS operation. As a result, we
believe that the PBS valuation has been significantly impaired and as a result
of our impairment analysis, PBS net book assets of $144,661 have been written
off and charged to Impairment of Subsidiary in the accompanying Statement of
Operations for the year ended December 31, 2004.

Fair Value of Financial Instruments

We define the fair value of a financial instrument as the amount at which the
instrument could be exchanged in a current transaction between willing parties.
The carrying value of contracts receivable, accounts payable and accrued
liabilities approximates fair value because of the short maturity of those
instruments. The estimated fair value of our other obligations is estimated
based on the current rates offered to us for similar maturities. Based on
prevailing interest rates and the short-term maturity of all of our
indebtedness, management believes that the fair value of our obligations
approximates book value at December 31, 2004.

Goodwill

Goodwill represents the excess purchase price over the fair market value of the
net assets acquired. In accordance with SFAS No. 141, "Business Combinations",
and SFAS No. 142, "Goodwill and Other Intangible Assets", goodwill is not
amortized but is subject to annual impairment tests. On December 16, 2004, we
determined that as a result of a material impairment of PBS, we would wind down
and close the PBS operation. As a result, we believe that the PBS valuation has
been significantly impaired and as a result of our impairment analysis, the


                                       12
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

entire goodwill recorded from the acquisition of PBS in the amount of $401,033
is impaired and we have recorded this amount as Impairment of Goodwill in the
accompanying Consolidated Statement of Operations as of December 31, 2004.

Revenue Recognition - Construction

The majority of revenues are generated through the successful bidding and
execution of remediation and reconstruction contracts. We perform work under
fixed price as well as negotiated contracts. The contract period varies with
approximately ninety percent of the contracts being completed within twelve
months of the start date. We recognize revenues from contracts on the percentage
of completion method, measured by multiplying the contract amount, including
change orders, by the proportion of costs incurred to date, to estimated total
costs for each contract. Contracts in progress are valued at cost plus accrued
profit, less billings to date on uncompleted contracts. This method is used
because management considers it to be the best available measure of progress on
contracts in process. Allocated job costs include all direct material, labor
costs and sub-contracting expenses and various direct costs which can be
specifically allocated to individual contracts. Unallocated contract costs as
well as general and administrative expenses are charged to expense as incurred.
Provisions for losses on uncompleted contracts are made in the period in which
such losses are determined without reference to percentage completion. No
significant losses on uncompleted contracts existed at December 31, 2004.
Changes in job performance, job conditions and estimated profitability,
including those arising from contract penalty provisions, and final contract
settlements may result in revisions to costs as well as income and are
recognized in the period in which revisions are determined. The liability
account Deferred revenue in the accompanying Consolidated Balance Sheet includes
those amounts that have been billed out to the customer but the revenue has not
yet been earned.

Revenue Recognition - Insurance

Insurance premiums collected are primarily for terms of one year. We recognize
commission revenue over the course of the year as the commissions are earned and
defer revenue recognition on commissions not yet earned. The liability account
Deferred Revenue in the accompanying Consolidated Balance Sheet includes those
amounts that would have to be paid to the insurance carrier if an insurance
policy was cancelled.

Stock-Based Compensation

The Company accounts for employee stock awards in accordance with Accounting
Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to
Employees". Under APB 25, the Company recognizes no compensation expense related
to employee stock awards when awards are granted with exercise prices equal to
or greater than the estimated fair value of the stock on the date of grant. The
Company provides the supplemental disclosures required by Statement of Financial
Accounting Standard No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation," as amended by SFAS No 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," which assumes the recognition of
compensation expense based on the fair value of options on the grant date. The


                                       13
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

Company follows the provisions of SFAS 123, as amended, and Emerging Issues Task
Force No. 96-18, "Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring or in Connection with Selling Goods or Services,"
for equity instruments granted to non-employees.

SFAS 123, as amended, requires the disclosure of pro forma net loss and net loss
per share as if the Company applied the fair value method. The Company's
computations for employee grants were made using a Black-Scholes model using the
following assumptions: 2004- expected life of 7 years; weighted average risk
free rate of 3.9%; no dividends during the expected life; and a weighted average
volatility of 220.3%. The weighted average fair value of options granted in 2004
was $0.20.

If the computed fair values of all the Company's stock based awards were
amortized to expense over the vesting period of the awards as specified under
SFAS 123, as amended, net loss would have been:

<TABLE>
<CAPTION>
                                                                                             Year Ended December 31,
                                                                                               2004            2003
                                                                                           ------------    ------------
<S>                                                                                        <C>             <C>
Net loss (thousands)
   As reported                                                                             $      2,283    $      2,290
   Add: Stock-based compensation expense included in net loss                                         9              --
   Deduct: Stock-based compensation expense determined under the fair value based method            288              --
                                                                                           ------------    ------------

   Pro forma                                                                               $      2,562    $      2,290


Loss per share (basic and diluted)
   As reported                                                                             $      (0.13)   $      (1.23)
   Pro forma                                                                               $      (0.14)   $      (1.23)
Basic and diluted weighted average outstanding shares                                        17,707,502       1,863,171
</TABLE>


Income Taxes

Income taxes are accounted for under the asset and liability method of SFAS No.
109 "Accounting for Income Taxes." Under SFAS 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under SFAS 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. Valuation reserves are provided for the deferred
tax assets when, based on available evidence, it is more likely than not that
some or all of the deferred tax assets will not be realized.

Net Loss Per Share

Basic net loss per common share (Basic EPS) excludes dilution and is computed by
dividing net loss by the weighted average number of common shares outstanding or
subscribed during the period. Diluted net loss per share (Diluted EPS) reflects
the potential dilution that could occur if stock options or other contracts to
issue common stock, such as warrants or convertible notes, were exercised or


                                       14
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

converted into common stock. At December 31, 2004 and 2003, all common stock
equivalents outstanding were anti dilutive.

In August 2004, the stockholders of the Company approved a reverse stock split
of the issued and outstanding shares of the Company's common stock by a ratio of
between one-for-two and one-for-six, inclusive, to be made at the sole
discretion of the Board of Directors before December 31, 2004. In December 2004,
the Board approved and implemented a one-for-six reverse stock split. In
accordance with FAS 128, all share and per share amounts have been retroactively
adjusted to the beginning of the period to reflect the reverse stock split.

Accumulated Other Comprehensive Income

As of the date of these Consolidated Financial Statements, the Company had no
components of other comprehensive income as defined by SFAS No. 130 "Accumulated
Other Comprehensive Income" other than its net loss.

Reclassifications

Certain amounts in the year ended December 31, 2003 financial statements have
been reclassified to conform to the 2004 presentation.

New Accounting Standards

On December 16, 2004, the Financial Accounting Standards Board issued SFAS 123
(revised 2004), Share-Based Payment ("SFAS 123(R)"), which is a revision of SFAS
123, Accounting for Stock-Based Compensation. SFAS 123(R) supersedes APB Opinion
25, Accounting for Stock Issued to Employees, and amends SFAS 95, Statement of
Cash Flows. Generally, the approach in SFAS 123(R) is similar to the approach
described in SFAS No. 123. However, SFAS 123(R) requires all share-based
payments to employees, including grants of employee stock options, to be
recognized in the income statement based on their fair values. Pro-forma
disclosure is no longer an alternative.

SFAS No. 123(R) permits public companies to adopt its requirements using one of
two methods:

1). A "modified prospective" method in which compensation cost is recognized
beginning with the effective date (a) based on the requirements of SFAS No.
123(R) for all share-based payments granted after the effective date and (b)
based on the requirements of SFAS No. 123 for all awards granted to employees
prior to the effective date of SFAS No. 123(R) that remain unvested on the
effective date.

(2) A "modified retrospective" method which includes the requirements of the
modified prospective method described above, but also permits entities to
restate based on the amounts previously recognized under SFAS No. 123 for
purposes of pro-forma disclosures either (a) all prior periods presented or (b)
prior interim periods of the year of adoption.

The Company is required to adopt SFAS No. 123(R) on January 1, 2006, and is
currently evaluating the adoption alternatives.


                                       15
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

As permitted by SFAS 123, the Company currently accounts for share-based
payments to employees, vendors, or outside consultants/contractors, using APB
Opinion No.25`s intrinsic value method and, as such, generally recognizes
expense to the extent of the fair market value of the shares exchanged, after
taking into account various factors, such as but not limited to, number of
shares, market, and other stock restrictions. Accordingly, the adoption of SFAS
123(R)`s fair value method may or may not have a significant impact on the
consolidated results of operations, although it will have no impact on the
Company's overall consolidated financial position. The impact of adopting SFAS
123(R) in future periods will depend on levels of share-based payments granted
in the future. This requirement is expected to reduce net operating cash flows
and increase net financing cash flows in periods after adoption.

4.    CONTRACTS

A)    CONSTRUCTION CONTRACTS


Construction contracts receivable were comprised of the following at December
31, 2004:

<TABLE>
<CAPTION>
<S>                                                                               <C>
Contract receivables billed:
Completed contracts                                                               $     88,028
Contracts in progress                                                                1,893,127
Retainage                                                                                   --
Less: Allowance for doubtful accounts                                                 (171,377)
                                                                                  ------------
                                                                                  $  1,809,778

The asset account, "Unbilled revenue", represents revenues recognized in excess
of amounts billed. The liability account "Deferred revenue" represents billings
in excess of revenues recognized


Balances at December 31, 2004 were comprised of the following:


Costs incurred on uncompleted contracts                                           $    953,360
Estimated earnings                                                                     235,309
                                                                                  ------------
                                                                                     1,188,669
Less: Billings to date                                                                (974,745)
                                                                                  ------------
                                                                                  $    213,924

Balance sheet presentation:
Unbilled revenue                                                                  $    330,332
Deferred revenue                                                                      (116,408)
                                                                                  ------------
                                                                                  $    213,924


B)    INSURANCE CONTRACTS

Balance sheet presentation:

Unbilled                                                                          $         --
Deferred revenue                                                                       (77,193)
                                                                                  ------------
                                                                                  $    (77,193)
                                                                                  ============

</TABLE>


                                       16
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

The asset account, "Unbilled revenue", represents revenues recognized in excess
of amounts billed. The liability account "Deferred revenue" represents billings
in excess of revenues recognized.

5.    MARKETABLE SECURITIES

In June 2004, we received from a corporation, which is a strategic partner of
RG, a warrant to purchase 333,333 shares of RG's common stock through June 2009
at a price of $19.50 per share in exchange for current and ongoing strategic
financial services. No value was assigned to the warrant since the exercise
price of $19.50 per share significantly exceeds the fair market value of the
stock price per share on the measurement date.

6.    PROPERTY AND EQUIPMENT

Property and equipment were as follows at December 31, 2004:

Leasehold improvements                                        $   165,536
Machinery and equipment                                           136,526
Furniture and fixtures                                             56,262
Accumulated depreciation                                          (87,710)
                                                             -------------
                                                              $  270,614

7.   ACQUISITIONS

Effective as of December 30, 2003, we acquired all of the capital stock of RGA
2003 and its wholly-owned subsidiaries in a transaction that was accounted for
as a combination of entities under common control. The wholly-owned subsidiaries
of RGA 2003 that were acquired included: (i) RGIS, which is a general insurance
agency, (ii) RGRM, which is engaged in the business of providing claims
management services, (iii) RGR, which is engaged in the business of performing
commercial property restoration services and (iv) RGA, which holds the
intellectual property rights to the proprietary PropertySMARTsm program. All of
these entities are now indirect wholly-owned subsidiaries of RG.

The purchase price was 16,666,667 shares of our common stock valued at $0.114
per share, or a total of $1,900,000. According to the terms of the Acquisition
Agreement between RG and RGA 2003, in April 2004, we issued 13,333,333 shares of
our common stock to the shareholders of RGA 2003 as follows: 10,000,000 shares
once our Amended and Restated Articles of Incorporation were declared effective
and 3,333,333 shares upon the satisfaction of certain conditions. As a result of
this issuance, 3,333,333 shares were unissued subject to the satisfaction of
certain additional conditions. As of June 30, 2004, the required conditions had
been met and the Company recorded the 3,333,333 shares as Common Stock
Subscribed - See Stockholders' Deficit - Note 9.

The transaction was accounted for as a combination of entities under common
control and the assets and liabilities were not adjusted to fair value.


                                       17
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

Subsequently, we determined that RGA 2003's accounts receivable and accounts
payable balances at December 30, 2003, the effective date of the acquisition,
did not reflect customer credits and accrued vendor liabilities totaling
$404,860. As a result, in June 2004, we adjusted the effect of the related
transactions as a purchase price adjustment through additional paid-in-capital.

On August 10, 2004, RG acquired all of the common stock of PBS. The aggregate
purchase was $350,000, which payment consisted of 166,667 restricted shares of
RG's common stock. In addition, the Company incurred $14,755 in related
transaction cost. The terms included (1) an agreement by the stockholders of PBS
to escrow 55,555 shares of common stock shares for a period of two years to
satisfy certain potential indemnifiable claims and (2) and an agreement by RG
granting piggyback registration rights for the resale of 5,850 of the purchase
consideration shares. The results of operations of PBS have been included in
RG's results of operations since the completion of the acquisition.

The cost of the acquisition was allocated to the assets and liabilities acquired
with the remainder recorded as goodwill as follows:

Working capital                                     $ (81,955)
Noncurrent assets and liabilities, net                 45,677
Goodwill                                              401,033
                                                    ---------
Total acquisition cost                              $ 364,755
                                                    =========

On December 16, 2004, we determined that as a result of a material impairment of
PBS, we would wind down and close the PBS operation. As a result of the loss of
the key employee as related to PBS, its valuation has been significantly
impaired and the entire goodwill recorded from the acquisition of PBS in the
amount of $401,033 is impaired and we have recorded this amount as an Impairment
of Goodwill in the accompanying Consolidated Financial Statements as of December
31, 2004. Additionally, net book value of PBS assets of $144,661 have been
written off and recorded as an Impairment of Subsidiary in the accompanying
Statement of Operations for the year ended December 31, 2004.

8.    DEBT

SHORT-TERM DEBT

Our short-term debt at December 31, 2004 consisted of the following:

Bank Line of Credit

<TABLE>
<CAPTION>
<S>                                                                            <C>
$335,000 bank line of credit, dated February 28, 2004, bearing interest at the
bank's prime rate plus four percent (9.25% at December 31, 2004), payable
monthly
with principal due at maturity on January 28, 2005.                            $  165,015
                                                                               ==========
</TABLE>


                                       18
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

On March 5, 2003, RG entered into a revolving line of credit facility with Town
North Bank in the amount of $400,000 and the entire capacity of the facility had
been drawn down and was outstanding at December 31, 2003. On February 2, 2004,
we made a principal payment in the amount of $15,000 reducing the outstanding
balance to $385,000. On February 28, 2004, RG signed a Renewal, Extension and
Modification Agreement "February Amendment" which amended the credit agreement
with Town North Bank. The terms of the February Amendment extended the maturity
date from February 28, 2004 to May 28, 2004, decreased the maximum borrowing
amount from $400,000 to $335,000, changed the agreement to a non-revolving
facility and increased the interest rate from the existing 7.9% to the lesser of
the Prime Rate as defined in the February Amendment plus three percent or the
highest lawful interest rate. In connection with the February Amendment, a
mandatory principal payment of $50,000 was made by RG.

The credit agreement became due on May 28, 2004 and on June 28, 2004, RG signed
a Renewal, Extension and Modification Agreement "May Amendment" which extended
the maturity date of the credit agreement from May 28, 2004 to August 28, 2004,
changed the interest rate to 8.25%, required a mandatory principal payment of
$35,000 and required that a separate bank credit card balance of approximately
$32,000 be paid in full. The Company could not make the required payment and an
RG founder and significant shareholder of the Company made a payment on behalf
of the Company to the bank of $71,004, including expenses (See Notes Payable
below). The line of credit facility is guaranteed jointly and severally by RG
and three of the founders of RGA and is secured by the receivables of RG. On
September 29, 2004, a mandatory principal payment of $20,000 was made by RG.

On September 29, 2004, RG signed a third Renewal, Extension and Modification
Agreement which extended the maturity date of the credit agreement from August
28, 2004 to January 28, 2005. After September 29, 2004, all construction
accounts receivables shall be paid or wired directly to the Lender and the
proceeds thereof shall be divided as follows: sixty (60%) paid to the Lender to
be applied to the principal balance of the note and forty (40%) paid to the
Borrower to be used as working capital. This allocation of the proceeds of
construction accounts receivable shall be applicable until such time as the
principal balance of the note has been paid in full to the Lender. In addition,
not later than October 15, 2004, borrower shall cause a related party to enter
into a written agreement with a licensed Texas realtor, wherein this related
party will list for sale real estate described in the Deed of Trust at a sales
price mutually acceptable to the related party and the Lender, for which the
related party will sell such real estate with the proceeds paid to the Lender to
be applied to the principal balance of the note.

In October 2004, RG made principal payments totaling $104,965 from construction
accounts receivable proceeds resulting in a principal balance of $165,015 at
December 31, 2004. (See Subsequent Events - Note 15).


                                       19
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

Notes payable - Related Party

<TABLE>
<CAPTION>
<S>                                                                                       <C>
$75,000 unsecured promissory note, dated October 2003, bearing interest at 10%
per annum and due on demand.
                                                                                          $ 24,792

$5,000  unsecured  promissory  note,  dated July 30, 2004,  bearing interest at 10% per
annum and due on demand.                                                                     5,000
Current portion of long-term debt - Related party                                            3,120
                                                                                          --------
                                                                                          $ 32,912
</TABLE>

In October 2003, we executed a $75,000 unsecured promissory note, of which
$24,792 is outstanding at December 31, 2004. The promissory note is with an
officer of RG, interest of 10% per annum and is due on demand. (See Related
Party Transactions - Note 14).

In October 2003, we executed a $15,000 unsecured promissory note, of which
$3,120 is the short term portion outstanding at December 31, 2004. The
promissory note is with an officer of RG. The interest rate is 9.2% per annum
with monthly principal and interest payments of $432.62 and is due March of
2007. (See Related Party Transactions Note 14).

Through December 2003, we had received $197,025 of proceeds in the form of a
loan from Rea Capital Corporation ("RCC"), a major stockholder of RG and which
is wholly owned by Rea Brothers, Limited, an Ontario corporation, which is
wholly owned by a family member of two officers and three directors of RG. For
the three months ended March 31, 2004, an additional $14,301 of proceeds was
received by RG resulting in a balance of $211,326 at June 30, 2004. We retired
the unsecured loan with the issuance of common stock on September 30, 2004. (See
Related Party Transactions Note 14).

In June 2004, a significant stockholder of the Company and a founder of RG paid
$71,004 on behalf of the Company to a bank for a mandatory payment required
under a line of credit (See Bank Line of Credit above). The promissory note is
unsecured and is due on demand. On August 27, 2004, the Company made a principal
payment of $35,502. On December 31, 2004, the Company made principal payment of
$35,502. As a result, the promissory note has been repaid in its entirety at
December 31, 2004.

In July 2004, we executed a $5,000 unsecured promissory note, of which $5,000 is
outstanding at December 31, 2004. The promissory note is with an officer of RG,
interest of 10% per annum and is due on demand. (See Related Party Transactions
- Note 14).


                                       20
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

Notes payable

<TABLE>
<CAPTION>
<S>                                                                                    <C>
$75,000  unsecured  promissory note dated September 2003,  bearing interest at 15%
per annum and due on demand.                                                           $ 75,000
$185,100  unsecured  promissory note, dated May 2004,  bearing interest at 10% for
90 days and 18% subsequently.   In default as of December 31, 2004.                     185,100
                                -----------------------------------
$6,000  unsecured  promissory  note dated July 2003, bearing interest at 8% per
annum and due on demand.                                                                  6,000
$8,099  unsecured  promissory  note dated July 2003, bearing interest at 8% per
annum and due on demand                                                                   8,099
                                                                                          -----
                                                                                       $274,199
                                                                                       ========
</TABLE>

In September 2003, we received $75,000 of proceeds from an unrelated third party
with the anticipation of structuring a promissory note. However, the third party
has not signed the promissory note as of the date of the accompanying
consolidated financial statements. We are accruing interest at the rate of 15%
per annum with the intent to repay the obligation when funds are available.

Through May 2004, we had received $185,100 of proceeds in the form of a loan
from an unrelated third party. We intend to retire the unsecured loan with the
issuance of common stock before June 30, 2005. We are accruing interest at the
rate of 10% per annum for 90 days from June 15, 2004 and 18% subsequently. We
are currently in default on these notes since we have not repaid or issued
common stock as of December 31, 2004, as required by the note agreement. As of
the date of these Financial Statements, the third party has not exercised any
options or rights available as a result of the default and we are in discussion
with the unrelated third party to resolve the matter through the issuance of our
common stock before June 30, 2005.

On August 8, 2004, through the acquisition of PBS, we assumed a $6,000 unsecured
promissory note from an unrelated party. We are accruing interest at the rate of
8% per annum with the intent to repay the obligation when funds are available or
through the issuance of RG common stock in exchange for the retirement of the
promissory note.

On August 8, 2004, through the acquisition of PBS, we assumed a $8,099 unsecured
promissory note from an unrelated party. We are accruing interest at the rate of
8% per annum with the intent to repay the obligation when funds are available or
through the issuance of RG common stock in exchange for the retirement of the
promissory note.

On September 30, 2004, we had received $26,256 of proceeds in the form of a loan
from an unrelated third party. This loan had an interest rate of 12% and was
repaid in its entirety on October 14, 2004.


                                       21
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

LONG-TERM DEBT

Long-term Debt - Related Party

<TABLE>
<CAPTION>
<S>                                                                                 <C>
$15,000 unsecured promissory note dated October 2003, bearing interest at 9.2% -
monthly payments of $432.32 - due March 2007                                        $10,819
Less: Current portion                                                                (3,120)
                                                                                    -------
                                                                                    $ 7,699
</TABLE>

In October 2003, we executed a $15,000 unsecured promissory note, of which
$10,819 is outstanding at December 31, 2004. The promissory note is with an
officer of RG. The interest rate is 9.2% per annum with monthly principal and
interest payments of $432.62 and is due March of 2007. (See Related Party
Transactions Note 14).


9.    STOCKHOLDERS' DEFICIT

Capital Structure

We are authorized to issue up to 300,000,000 shares of common stock, $.001 par
value per share, of which 19,770,390 were issued and outstanding at December 31,
2004 (See Subsequent Events Note 15). We are also authorized to issue up to
35,000,000 shares of preferred stock, $.001 par value per share, of which none
were issued and outstanding at December 31, 2004. Additionally, we had 4,661,919
shares subscribed but not issued at December 31, 2004 and these have been
recorded as Common Stock Subscribed.

In May 2004, we commenced a $1,800,000 private placement of our common stock at
$.30 per share solely to accredited investors. The offering is being conducted
in accordance with Rule 506 of Regulation D promulgated under the Securities Act
of 1933, as amended (the "Act"). As of the date of these financial statements,
no proceeds have been received from this offering.

In August 2004, the stockholders of the Company approved the Company's 2004
Omnibus Stock Plan for the issuance of up to 5,000,000 shares of the Common
Stock. Additionally, in August 2004, the stockholders of the Company approved a
reverse stock split of the issued and outstanding shares of the Company's common
stock by a ratio of between one-for-two and one-for-six, inclusive, to be made
at the sole discretion of the Board of Directors before December 31, 2004. In
December 2004, the Board approved and implemented a one-for-six reverse stock
split. In accordance with FAS 128, all share and per share amounts have been
retroactively adjusted to the beginning of the period to reflect the reverse
stock split.

Issuances of Common Stock

In January 2004, 50,000 shares of common stock were issued for professional
services at $0.30 per share, and $15,000 was recorded as consulting expense. In


                                       22
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

March 2004, 63,255 shares of common stock were issued for legal services at
$0.30 per share, and $18,977 was recorded as professional expense. The valuation
of the shares issued was based upon recent sales of common stock through a
private placement offering. The issuance of these shares was exempt from the
registration requirements of the Act pursuant to Section 4(2) of the Act. As a
result of these issuances, the Company issued a total of 113,255 shares and
recorded a total of $33,977 for consulting expense.

In March 2004, 33,333 shares of common stock were issued to two individuals for
directors' services at $0.30 per share, and $10,000 was recorded as directors'
fees expense. The valuation of the shares issued was based upon recent sales of
common stock through our private placement discussed above.

As of March 30, 2004, we concluded a private placement offering under Rule 506
of Regulation D promulgated under the Act. In conjunction with that offering, we
received $484,575 of cash proceeds and issued 1,617,953 shares of our common
stock at an average price of $0.30 per share to accredited and non-accredited
investors.

In January 2004, we issued 43,333 shares of common stock at $0.30 per share in
exchange for a note receivable from an unrelated third party. The valuation of
the shares issued was based upon recent sales of our common stock through our
concurrent private placement discussed above. The issuance of these shares was
exempt from the registration requirements of the Act pursuant to Section 4(2) of
the Act.

In January 2004, we issued 1,109,308 shares of common stock at $0.30 per share
in conversion of notes payable to a related party. The valuation of the shares
issued was based upon recent sales of common stock through a private placement
offering. The issuance of these shares was exempt from the registration
requirements of the Act pursuant to Section 4(2) of the Act.

In January 2004, we issued 737,328 shares of common stock at $0.30 per share in
conversion of trade accounts payable. The valuation of the shares issued was
based upon recent sales of common stock through our private placement offering.
The issuances of these shares were exempt from the registration requirements of
the Act pursuant to Section 4(2) of the Act.

In January 2004, we issued 1,667 shares of common stock at $0.30 per share and
the transfer agent is holding the shares pending instructions from RG on how the
shares should be named. The valuation of the shares issued was based upon recent
sales of common stock through our private placement discussed above. The
issuance of these shares was exempt from the registration requirements of the
Act pursuant to Section 4(2) of the Act.

In January 2004, we issued 69,114 shares of common stock at $0.30 per share for
an investment in a real estate limited partnership. The valuation of the shares
issued was based upon recent sales of common stock through our private placement
discussed above. The issuances of these shares were exempt from the registration
requirements of the Act pursuant to Section 4(2) of the Act.

In January 2004, we issued 15,000 shares of common stock at $0.60 per share for
the purchase of property and equipment. The valuation of the shares issued was


                                       23
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

based upon recent sales of common stock through our private placement discussed
above. The issuance of these shares was exempt from the registration
requirements of the Act pursuant to Section 4(2) of the Act.

In April 2004, 41,194 shares of common stock were issued for professional
services at an agreed to price of $0.30 per share, and $12,357 was recorded as
consulting expense. The valuation of the shares issued was based upon recent
sales of common stock through a private placement offering. In June 2004, 25,000
shares of common stock were issued for professional services at $0.60 per share,
and $15,000 was recorded as consulting expense. The valuation of the shares
issued was based upon recent sales of common stock through a private placement
offering. In June 2004, 8,333 shares of common stock were issued for
professional services at $2.70 per share and $22,500 was recorded as consulting
expense. The valuation of the shares issued was based upon the current trading
market price of the common stock. In June 2004, 8,333 shares of common stock
were issued at $1.98 per share, and $16,500 was recorded as consulting expense.
In January 2004, we issued 69,114 shares of common stock at $0.30 per share for
an investment in a real estate limited partnership. In June 2004, we determined
that the joint venture would not proceed and the 69,114 previously issued shares
representing $36,402 were reclassed to professional services as consulting
expense. The issuance of all these shares was exempt from the registration
requirements of the Act pursuant to Section 4(2) of the Act. As a result of
these issuances, during the three months ended June 30, 2004, the Company issued
a total of 151,975 shares and recorded a total of $102,760 for consulting
expense.

In April 2004, we issued 36,667 shares of common stock at an agreed to price of
$0.30 per share as compensation to employees and recorded $11,000 as
compensation expense. The valuation of the shares issued was based upon recent
sales of our common stock through our concurrent private placement discussed
above. The issuance of these shares was exempt from the registration
requirements of the Act pursuant to Section 4(2) of the Act.

In April 2004, in accordance to the terms of the Acquisition Agreement between
RG and RGA 2003, we issued 13,333,333 shares of our common stock at the agreed
upon $0.114 per share to the shareholders of RGA 2003 as follows: 10,000,000
shares once the Amended and Restated Articles of Incorporation were declared
effective and 3,333,333 shares upon the satisfaction of certain conditions. As a
result of this issuance, 3,333,333 shares remain unissued subject to the
satisfaction of certain additional conditions. As of September 30, 2004, the
required conditions had been met and the Company recorded the 3,333,333 shares
as Common Stock Subscribed. (See History and Nature of Business Note 1, Common
Stock Subscribed below).

In May 2004, 16,667 shares of common stock were issued to an individual for
directors' services at $0.60 per share, and $10,000 was recorded as directors'
fees expense. The valuation of the shares issued was based upon recent sales of
common stock through our private placement discussed above.

In June 2004, we concluded a private placement offering under Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Act"). In conjunction with that offering, we received $387,501 of proceeds,
representing 645,958 shares of our common stock at an average price of $0.60 per
share to accredited and non-accredited investors. We issued 230,958 of these


                                       24
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

shares and at September 30, 2004, 415,000 shares had not been issued by the
transfer agent and we have recorded the 415,000 shares as Common Stock
Subscribed (see Common Stock Subscribed below).


In June 2004, we issued 404,833 shares of common stock at $0.60 per share in
exchange for a note receivable from an unrelated third party. The valuation of
the shares issued was based upon recent sales of our common stock through our
concurrent private placement discussed above. The issuance of these shares was
exempt from the registration requirements of the Act pursuant to Section 4(2) of
the Act.

In June 2004, we issued 66,667 shares of common stock at an agreed to price of
$0.30 per share for the purchase of property and equipment from a related party
(See Related Party Transaction - Note 10). The valuation of the shares issued
was based upon recent sales of common stock through our private placement at
$0.30 discussed above. The issuance of these shares was exempt from the
registration requirements of the Act pursuant to Section 4(2) of the Act.

In June 2004, we issued 48,373 shares of common stock at $0.60 per share in
exchange for a subscription receivable from an unrelated third party. The
valuation of the shares issued was based upon recent sales of our common stock
through our concurrent private placement discussed above. The issuance of these
shares was exempt from the registration requirements of the Act pursuant to
Section 4(2) of the Act. In January 2004, we issued 43,333 shares of common
stock at $0.30 per share in exchange for a note receivable from an unrelated
third party. In June 2004, we reclassed the 43,333 shares from a note receivable
to a subscription receivable. In total 91,706 shares of common stock were issued
in exchange for a subscription receivable from two unrelated third parties.

In July 2004, in accordance to the terms of the Acquisition Agreement between RG
and PBS, we issued 166,667 shares of our common stock at the agreed upon $2.10
per share to the stockholders of PBS.

In July 2004, 66,667 shares of common stock were issued for professional
services at $1.74 per share, and $116,000 was recorded as consulting expense.
The valuation of the shares issued was based upon the current trading market
price of the common stock. In July 2004, 11,111 shares of common stock were
issued for professional services at $0.90 per share, and $10,000 was recorded as
consulting expense. The valuation of the shares issued was based upon the
current trading market price of the common stock. The issuance of these shares
was exempt from the registration requirements of the Act pursuant to Section
4(2) of the Act. As a result of these issuances, during the three months ended
September 30, 2004, the Company issued a total of 77,778 shares and recorded a
total of $126,000 for consulting expense.

In July and August 2004, 159,167 shares of common stock were issued from
previously recorded Common Stock subscribed.

Common Stock Subscribed

In April 2004, in accordance to the terms of the Acquisition Agreement between
RG and RGA 2003, we issued 13,333,333 shares of our common stock at the agreed
upon $0.114 per share to the shareholders of RGA 2003 as follows: 10,000,000


                                       25
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

shares once our Amended and Restated Articles of Incorporation were declared
effective and 3,333,333 shares upon the satisfaction of certain conditions. As a
result of this issuance, 3,333,333 shares remain unissued subject to the
satisfaction of certain additional conditions. In June 30, 2004, the required
conditions were met and the Company recorded the 3,333,333 shares as Common
Stock Subscribed.

In June 2004, we concluded a private placement offering under Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Act"). In conjunction with that offering, we received $387,501 of proceeds,
representing 645,958 shares of our common stock at an average price of $0.60 per
share to accredited and non-accredited investors. We issued 230,958 of these
shares and at September 30, 2004, 415,000 shares had not been issued by the
transfer agent and we have recorded the 415,000 shares as Common Stock
Subscribed.

In June 2004, we agreed to issue 16,667 shares of common stock at $0.30 per
share in exchange for a subscription receivable from an unrelated third party.
The valuation of the shares issued was based upon recent sales of our common
stock through our concurrent private placement discussed above. In June 2004, we
agreed to issue 1,667 shares of common stock at $0.60 per share in exchange for
a subscription receivable from an unrelated third party. The valuation of the
shares issued was based upon recent sales of our common stock through our
concurrent private placement discussed above. In total 18,333 shares were agreed
to be issued and the Company has recorded the 18,333 shares as Common Stock
Subscribed.

In August 2004, we concluded a private placement offering under the Act. In
conjunction with that offering, we received $95,000 of proceeds, representing
158,333 shares of our common stock at an average price of $0.60 per share to
accredited and non-accredited investors. We have not issued any of these shares
and at September 30, 2004, 158,333 shares had not been issued by the transfer
agent and we have recorded the 158,333 shares as Common Stock Subscribed.

In September 2004, we agreed to issue 16,667 shares of common stock at $0.60 per
share as compensation to an employee and recorded $10,000 as compensation
expense. The valuation of the shares issued was based upon recent sales of our
common stock through our concurrent private placement discussed above. We have
not issued any of these shares and at September 30, 2004, 16,667 shares had not
been issued by the transfer agent and we have recorded the 16,667 shares as
Common Stock Subscribed.

In September 2004, we agreed to issue 704,420 shares of common stock at $0.30
per share in conversion of notes payable to a related party. The valuation of
the shares issued was based upon recent sales of common stock through a private
placement offering. We have not issued any of these shares and at September 30,
2004, 704,420 shares had not been issued by the transfer agent and we have
recorded the 704,420 shares as Common Stock Subscribed.


In July through September 2004, we agreed to issue 33,333 shares of common stock
for professional services at $1.56 per share, and $52,000 was recorded as
consulting expense. The valuation of the shares was based upon the current
trading market price of the common stock.


In July through September 2004, we agreed to issue 63,888 shares of common stock
for professional services at $1.20 per share, and $76,666 was recorded as
consulting expense. The valuation of the shares was based upon the current
trading market price of the common stock.


                                       26
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

In July through September 2004, we agreed to issue 16,667 shares of common stock
for professional services at $0.90 per share, and $15,000 was recorded as
consulting expense. The valuation of the shares was based upon the current
trading market price of the common stock.


In July through September 2004, we agreed to issue 1,667 shares of common stock
for professional services at $0.60 per share, and $1,000 was recorded as
consulting expense. The valuation of the shares was based upon the current
trading market price of the common stock.


We have not issued any of these shares and at September 30, 2004, 115,555 shares
had not been issued by the transfer agent and we have recorded the 115,555
shares as Common Stock Subscribed.

In July and August 2004, 159,167 shares of common stock were issued from
previously recorded Common Stock subscribed.

Common Stock Warrants

In May 2001, we granted a corporation, which is a stockholder of RG, a warrant
to purchase 166,667 shares of our common stock at a price of $6.00 per share in
exchange for $100,000 cash. The warrant exercise period was to commence upon the
granting of free trading shares in an Arkansas corporation, which had filed for
federal bankruptcy protection under Chapter 11 of the federal bankruptcy laws.
We were under contract to purchase this corporation from the federal bankruptcy
trustee at the time the warrant was issued. The contract to purchase this
corporation was subsequently terminated. As a result, in February 2002, we
amended the warrant agreement to grant an option to purchase 333,333 shares of
RG's $.001 par value common stock at a price of $3.00 per share. The warrants
expire February 28, 2005. The Company is in the process of extending this
warrant.


In May 2004, we granted a corporation, which is a stockholder of RG, a warrant
to purchase 1,000,000 shares of our common stock at a price of $0.10 per share
in exchange for previous and ongoing financial advisory services to assist the
Company. We determined that the fair market value of the services provided was
$30,000 based upon comparable services in the marketplace and the entire $30,000
has been recorded against additional paid-in-capital. This warrant has an
anti-dilutive clause, therefore no adjustment has been made for the Company's
reverse stock split.

In June 2004, we granted a corporation, which is a strategic partner of RG, a
warrant to purchase 333,333 shares of our common stock through June 2009 at a
price of $6.00 per share in exchange current and ongoing strategic financial
services.

Stock Options

In August 2004, the Company adopted the 2004 Omnibus Stock Option Plan (the
"2004 Plan"). The purpose of the 2004 Plan is to advance the business and
development of the Company and its shareholders by affording to the employees,
directors and officers of the Company the opportunity to acquire a proprietary
interest in the Company by the grant of Options to such persons under the 2004
Plan's terms. The 2004 Plan reserved 5,000,000 shares for grant or issuance upon


                                       27
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

the exercise of options granted under the plan. Stock Options under the Plan may
be granted by the Board of Directors or a Compensation Committee of the Board of
Directors. The exercise prices for Options granted will be at the fair market
value of the common stock at the time of the grant if a public market develops
for the common stock or not less than the most recent price at which the Company
had sold its common stock.

The following table summarizes activity related to options:

                                     Number of Shares    Weighted Average
                                     ----------------    ----------------
Balance at December 31, 2003                       0                 $0
  Granted                                  4,258,333              $0.30
  Exercised                                        0                  0
  Forfeited                                        0                  0
                                          ----------              -----
Balance at December 31, 2004               4,258,333              $0.30
                                           =========              =====

      All but 208,333 options to purchase our common stock have been issued with
exercise prices equal to or greater than fair market value on the date of
issuance. The Company recorded compensation expense of $9,375 related to these
options in 2004.

The terms of options to purchase our common stock are summarized below:

<TABLE>
<CAPTION>
----------------------------Options Outstanding------------------------Options Exercisable-------------------------

-------------------------------------------------------------------------------------------------------------------

                                                 Weighted
                                                 Average                                             Weighted
                                Number          Remaining        Weighted            Number          Average
                            Outstanding at     Contractual        Average        Exercisable at      Exercise
Range of Exercise Prices     Dec. 31, 2004         Life       Exercise Price      Dec 31, 2004        Price
------------------------- ------------------- --------------- ---------------- ------------------- -------------
<S>       <C>                 <C>               <C>                <C>             <C>                <C>
          $0.30               4,258,333         8.88 Years         $0.30           1,409,688          $0.30
          ======              =========         ==========         =====           =========          =====
</TABLE>



10.   INCOME TAXES

There was no income tax during 2004 and 2003 due to the Company's net loss.

The Company's tax expense differs from the "expected" tax expense (benefit) for
the years ended December 31, (computed by applying the Federal Corporate tax
rate of 34% to loss before taxes), as follows:


                                       28
<PAGE>

                                               2004          2003
                                            ----------    ----------
Computed "expected" tax expense (benefit)   $ (776,373)   $ (778,000)
Change in valuation allowance                  776,373       778,000
                                            ----------    ----------
                                            $       --    $       --
                                            ==========    ==========

The tax effects of temporary differences that gave rise to significant portions
of deferred tax assets and liabilities at December 31, 2004 are as follows:

Deferred tax assets:
Net operating losses              $ 1,696,221
Allowance for doubtful accounts        58,268
                                  -----------
                                    1,754,489
Deferred tax liabilities:
Depreciation expense                  (13,831)
                                  -----------
Net deferred tax asset              1,740,658
Valuation allowance                (1,740,658)
                                  -----------
Net deferred taxes                $        --
                                  ===========

In assessing the recoverability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will be realized in the future. The valuation allowance has been
increased by $816,878 during fiscal year 2004 as a result of increased net
operating losses. Net operating loss carry-forwards aggregate approximately
$4,988,885 and expire in the years through 2024.

11.   LEASE COMMITMENTS

The Company's corporate office is located in Dallas, TX and has a month to month
operating lease agreement in the amount of $12,971 per month. Additionally, the
company has a non-cancelable equipment lease that is treated as an operating
lease for financial statement purposes.

Rental expense charged to operations under operating leases for the years ended
December 31, 2004 and 2003 was $166,920 excluding sublease income of $23,348 and
$70,353, respectively.

The future minimum lease payments for the non-cancelable operating lease are as
follows:
           Year ended December 31:                     Amount
           -----------------------                     ------

2005                                          $                11,268
2006                                                           11,268
2007                                                            8,451
Thereafter                                                         --
                                              ------------------------
Total                                         $                30,987
                                              ========================


                                       29
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

12.   COMMITMENTS AND CONTINGENCIES

From time to time we may become subject to proceedings, lawsuits and other
claims in the ordinary course of business including proceedings related to
environmental and other matters. Such matters are subject to many uncertainties,
and outcomes are not predictable with assurance.

We are subject to various unasserted claims from vendors for non-payment of
accounts payable plus related legal fees. Excluding legal fees, which cannot be
estimated, we have included all amounts in accounts payable as of December 31,
2004.

We have included $269,694 of unpaid Federal payroll taxes and employee
withholdings and related penalties and interest in the account classified
withholding taxes payable as of December 31, 2004. $217,287 is for RGA and we
are in the process of structuring an agreement with the Internal Revenue Service
to pay the entire amount. In addition, with the acquisition of PBS, the Company
assumed PBS's $52,407 of unpaid Federal payroll taxes and employee withholdings
and related penalties and interest. However, such amounts are subject to
potential federal tax liens.

Through our subsidiary, RGA, we lease our corporate headquarters under a
short-term lease that expired in December 2003 and that is being continued on a
month-to-month basis for the foreseeable future at a monthly rental rate of
$12,971.

We have capitalized leasehold improvements for costs incurred related to our
corporate headquarters based on management's plans that a long-term lease
agreement will be arranged. In the event that such an agreement is not reached,
the undepreciated value of the leasehold improvements would be charged to
earnings. The undepreciated value of the leasehold improvements at December 31,
2004 is $135,583.

We are obligated under various employment agreements with members of executive
management that provide for annual compensation and transportation allowances
along with other general employee benefits. The agreements provide for
employment at will and do not further obligate us when employment is terminated.


13.   CONCENTRATIONS OF RISK

The Company sells its products to customers in the United States. The Company
performs ongoing credit evaluations of its customers' financial condition and
generally requires no collateral.

Our financial instruments that are potentially exposed to credit risk consist
primarily of cash and cash equivalents, contracts receivable, and accounts


                                       30
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

payable, for which the carrying amounts approximate fair value. At certain times
during the year, our demand deposits held in banks exceeded the federally
insured limit of $100,000. At December 31,2004, the uninsured deposits totaled
$149,141.

<TABLE>
<CAPTION>
         Suppliers representing over 10% of purchases were as follows:
                                                                             2004        2003
                                                                             ----        ----
<S>                                                                         <C>          <C>
Doubletree Construction ..............................................         32%          0%

         Customers representing over 10% of revenues were as follows:
                                                                             2004        2003
                                                                             ----        ----
Office In The Park ...................................................         29%          0%
Land's End Condos ....................................................         13%          0%
Santa Rosa Towers ....................................................         12%          0%
</TABLE>

The majority of our revenue for 2004 was derived from services provided in
Dallas County, Texas and Escambia County, Florida.

14.   RELATED PARTY TRANSACTIONS

On February 15, 2001, we entered into a consulting agreement with RCC to provide
business, management and financial consulting services to RG in exchange for a
monthly consulting fee of $20,000 and the reimbursement of service related
expenses. RCC is wholly owned by Rea Brothers, Limited, an Ontario corporation,
which is wholly owned by a family member of two officers and three directors of
RG. In 2003, the agreement was amended to reduce the monthly consulting fee to
$5,000 and effective January 1, 2004, the consulting agreement was terminated
and all outstanding amounts owed by RG were forgiven. Accordingly, we recorded
$55,000 at March 31, 2004 as other income in the accompanying consolidated
statement of operations for the reversal of the accrued balance at December 31,
2003. (See Short-Term Debt Note 8).

Additionally, through December 2003, we had received $197,025 of proceeds from
RCC in the form of an unsecured promissory note and for the three months ended
March 31, 2004, an additional $14,301 of proceeds were received resulting in a
balance of $211,326 at June 30, 2004. We have retired the promissory note with
the issuance of common stock on September 30, 2004. (See Short-Term Debt Note
8).

In October 2003, we executed a $75,000 unsecured promissory note, of which
$24,792 is outstanding at December 31, 2004. The promissory note is with an
officer of RG, the interest rate is 10% per annum and the note is due on demand.
(See Short-Term Debt Note 8).

In October 2003, we executed a $15,000 unsecured promissory note, of which
$10,819 is outstanding at December 31, 2004. The promissory note is with an
officer of RG. The interest rate is 9.2% per annum with monthly principal and
interest payments of $432.62 and is due March of 2007. (See Long-Term Debt Note
8).

From January through May 1, 2004, the Company paid $37,500 to the Chairman of
the Board for consulting services. Effective May 1, 2004, the agreement was


                                       31
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

modified from $7,500 to $8,500 per month and $15,350 was paid under the revised
agreement with a balance of $24,650 outstanding at December 31, 2004.

In June 2004, a significant stockholder of the Company and a founder of RG paid
$71,004 on behalf of the Company to a bank for a mandatory payment required
under a line of credit (See Bank Line of Credit above). The promissory note is
unsecured and is due on demand. On August 27, 2004, the Company made a principal
payment of $35,502. On December 31, 2004, the Company made principal payment of
$35,502. As a result, the promissory note has been repaid in its entirety at
December 31, 2004.

In June 2004, we issued 66,667 shares of common stock at $0.30 per share for the
purchase of property and equipment from Rea Brothers, Limited, an Ontario
corporation, which is wholly owned by a family member of two officers and three
directors of RG (See Stockholders' Deficiency - Note 9). As a result of this
transaction, the Company recorded $20,000 of PP&E on the consolidated balance
sheet.

In July 2004, we executed a $5,000 unsecured promissory note, of which $5,000 is
outstanding at December 31, 2004. The promissory note is with an officer of RG,
interest of 10% per annum and is due on demand. (See Debt - Note 8).


15.   SUBSEQUENT EVENTS

From January through March 1, 2005, RG made principal payments of $165,015 on
the Bank Line of Credit as discussed in Debt - Note 8. As a result of these
payments, the Bank Line of Credit has been repaid in its entirety as of March 1,
2005.

On January 15, 2005, Ralph Hunter resigned his position as a director of the
Company. There were no disagreements with the Company on any matter related to
the Company's operations, policies or practices.

In February 2005, the Company signed a definitive agreement with Spencer Clarke
LLC ("Spencer Clarke") in which Spencer Clarke was engaged as the Company's
financial advisor in connection with two proposed private offerings of RG
securities. The first offering is for up to $1,000,000 of senior subordinated
convertible debentures and the second is for up to $5,000,000 of equity. We will
use the proceeds of the debenture transaction to retire selected debt, finance
the growth of several restoration projects in areas severely damaged by recent
hurricanes and for other strategic corporate initiatives. The equity transaction
proceeds are anticipated to finance the introduction of our proprietary
PropertySMARTSM product, as well as grow the Company's wholly owned subsidiaries
RG Insurance Services and RG Restoration, Inc.

From January through March 2005, we received $323,000 of cash proceeds, net of
$77,000 of expenses, from the issuance of senior subordinated convertible
debentures as discussed previously.

On March 14, 2005, Richard Nelson resigned his position as an officer of the
Company. There were no disagreements with the Company on any matter related to
the Company's operations, policies or practices.


                                       32
<PAGE>

                        RG America, Inc. and Subsidiaries
                   Notes to Consolidated Financial Statements
                                December 31, 2004

In April of 2005, RG Insurance Services, Inc., the Company's wholly owned
subsidiary and Innovative Risk Management ("IRM") jointly withdrew from a
non-binding Memorandum of Understanding ("MOU") between the two parties. The MOU
was designed to develop a Managing General Agency to handle all responsibilities
for claims processing and administrative underwriting functions for the
Company's proprietary PropertySMARTSM program. RGIS has taken over the
responsibility for these functions. Additionally, we are continuing to seek an
"A" rated carrier to front our proprietary PropertySMARTSM program.


                                       33