**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**


(Mark
      One)


þ
            
            **QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**


**For
      the quarterly period ended March 31, 2007**


o
            
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT**


**For
      the Transition Period from** **** **to** **** ****





**Commission
      file number 08-80429**





**RG
      AMERICA, INC.**


(Exact
      name of small business issuer as specified in its charter)


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





1507
      Capital Avenue, Suite 101


Plano,
      TX
      75074


(Address
      of principal executive offices)





972-919-4774


(Issuer’s
      telephone number)





N/A


(Former
      name, former address and former fiscal year, if changed since last
      report)





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 þ No o





Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange Act): Yes o No þ





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: Common Stock, $.001 par value, 29,252,093
      shares outstanding as of May 15, 2007.





Transitional
      Small Business Disclosure Format (check one): Yes o No þ










**RG
      AMERICA, INC.**


**FORM
      10-QSB**





**TABLE
      OF CONTENTS**


PagePART
                I - FINANCIAL INFORMATION
            1Item
                1. Consolidated Financial Statements (Unaudited)
            2Item
                2. Management's Discussion and Analysis or Plan of
                Operation.
            11Item
                3. Controls and Procedures.
            19PART
                II - OTHER INFORMATION
            19Item
                1. Legal Proceedings
            19Item
                2. Unregistered Sales of Equity Securities and use of
                Proceeds
            19Item
                3. Defaults Upon Senior Securities
            19Item
                4. Submission of Matters to a Vote of Security Holders
            19Item
                5. Other Information
            19Item
                6. Exhibits
            19SIGNATURES
            20








**PART
      I - FINANCIAL INFORMATION**





Item
      1.
      Consolidated Financial Statements (Unaudited)





Filed
      herewith are the following unaudited financial statements:





Consolidated
      Balance Sheet at March 31, 2007





Consolidated
      Statements of Operations for the three months ended March 31, 2007 and
      2006





Consolidated
      Statements of Cash Flows for the three months ended March 31, 2007 and
      2006





Notes
      to
      Consolidated Financial Statements





1


**RG
                AMERICA, INC. AND SUBSIDIARIES****CONSOLIDATED
                BALANCE SHEET****(Unaudited)****ASSETS****March
                31,****2007****Current
                assets:**Cash
                and cash equivalents
            
            $
            206,245Investment
                in certificate of deposit
            
            
            40,000Accounts
                receivable
            
            
            56,511Prepaid
                expenses
            
            
            4,955Other
                receivables
            
            
            150Notes
                receivable
            
            
            29,261Real
                estate owned
            
            
            67,974Investment
                in available-for-sale securities
            
            
            385,000Assets
                of discontinued operations, net
            
            
            13,750,668**Total
                current assets**
            
            
            14,540,764**Property
                and equipment, net of****accumulated
                depreciation of $405,668**
            
            
            520,122**Other
                non-current assets**
            
            
            17,475**Total
                assets**
            
            $
            15,078,361











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





2


**RG
      AMERICA, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      BALANCE SHEET** ***(continued)***


**(Unaudited)**




**LIABILITIES
                AND STOCKHOLDERS' EQUITY****LIABILITIES****March
                31,****2007****Current
                liabilities:**Bank
                overdraft
            
            $
            3,509Accounts
                payable, trade
            
            
            1,158,542Accrued
                expenses
            
            
            741,301Withholding
                taxes payable
            
            
            108,232Deferred
                revenue
            
            
            19,455Bank
                line-of-credit
            
            
            40,000Notes
                payable - related parties
            
            
            36,352Notes
                payable
            
            
            1,600,000Liabilities
                of discontinued operations, net
            
            
            14,710,151**Total
                current liabilities**
            
            
            18,417,542**Long-term
                debt - related party**
            
            
            2,894**Total
                liabilities**
            
            
            18,420,436**Commitments
                and contingencies**
            
            
            -**STOCKHOLDERS'
                DEFICIT****Stockholders'
                equity**Preferred
                stock, $.001 par value, 35,000,000 sharesauthorized,
                none issued and outstanding
            
            
            -Common
                stock, $.001 par value, 300,000,000 sharesauthorized,
                29,252,093 issued and outstanding
            
            
            29,252Common
                stock subscribed, 3,333,333 shares
            
            
            3,333Additional
                paid in capital
            
            
            9,721,736Common
                stock warrants
            
            
            3,000,557Accumulated
                other comprehensive loss
            
            
            (201,250
            )Accumulated
                deficit
            
            
            (15,895,703
            )**Total
                stockholders' deficit**
            
            
            (3,342,075
            )**Total
                liabilities and stockholders' deficit**
            
            $
            15,078,361








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


3


**RG
                AMERICA, INC. AND SUBSIDIARIES****CONSOLIDATED
                STATEMENTS OF OPERATIONS****(Unaudited)**




**Three
                Months Ended****March
                31,****2007**
            
            **2006****Revenues**
            
            $
            292,437
            
            $
            229,142**Cost
                of revenues**
            
            
            4,030
            
            
            32,422**Gross
                profit**
            
            
            288,407
            
            
            196,720**Operating
                expenses:**Selling,
                general and administrative
            
            
            176,858
            
            
            129,312Compensation,
                payroll taxes and benefits
            
            
            465,697
            
            
            225,888Stock
                compensation
            
            
            -
            
            
            99,336Consulting
                and contract labor
            
            
            196,400
            
            
            131,722Professional
            
            
            164,117
            
            
            191,060Rent
            
            
            25,516
            
            
            13,727Depreciation
            
            
            57,102
            
            
            144,349**Total
                operating expenses**
            
            
            1,085,690
            
            
            935,394**Loss
                from continuing operations**
            
            
            (797,283
            )
            
            (738,674
            )**Other
                expense:**Other
                income, net
            
            
            1,912
            
            
            -Interest
                and financing cost, net
            
            
            (122,798
            )
            
            (179,988
            )**Total
                other expense**
            
            
            (120,886
            )
            
            (179,988
            )**Net
                Loss from continuing operations**
            
            $
            (918,169
            )
            $
            (918,662
            )**Discontinued
                operations:**Income
                (loss) from discontinued operations
            
            
            (236,997
            )
            
            1,784,283**Net
                income (loss)**
            
            $
            (1,155,166
            )
            $
            865,621**Other
                comprehensive income (loss):**Unrealized
                gain on investment in available- for-sale securities
            
            
            175,000
            
            
            -**Total
                comprehensive income (loss)**
            
            $
            (980,166
            )
            $
            865,621**Income
                (loss) from continuing operations per share -**
              **basic
                and diluted**
            
            $
            (0.03
            )
            $
            (0.03
            )**Income
                (loss) from discontinued operations per share -**
              **basic
                and diluted**
            
            $
            (0.01
            )
            $
            0.06**Net
                income (loss) per share - basic and diluted**
            
            $
            (0.04
            )
            $
            0.03**Basic
              weighted average outstanding
              shares**
            
            
            32,585,426
            
            
            30,601,177**Diluted
                weighted average outstanding shares**
            
            
            32,585,426
            
            
            30,601,177







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


4


**RG
                AMERICA, INC. AND SUBSIDIARIES****CONSOLIDATED
                STATEMENTS OF CASH FLOWS****(Unaudited)**




**Three
                Months Ended****March
                31,****2007**
            
            **2006****Operating
                Activities:**Net
                income (loss)
            
            $
            (1,155,166
            )
            $
            865,621Adjustments
                to reconcile net income (loss) to net cash used inoperating
                activities:Depreciation
            
            
            71,309
            
            
            144,349Provision
                for doubtful accounts
            
            
            -
            
            
            196,847Amortization
                of deferred compensation
            
            
            -
            
            
            50,200Non-cash
                interest expense
            
            
            202,623
            
            
            262,414Stock
                options issued for employee services
            
            
            -
            
            
            49,136Changes
                in operating assets and liabilities:Contracts
                receivable
            
            
            2,099,376
            
            
            (8,140,741
            )Unbilled
                revenue and deferred revenue, net
            
            
            (1,644,925
            )
            
            1,292,973Prepaid
                expenses
            
            
            (765,634
            )
            
            (7,843
            )Other
                receivables
            
            
            4,944
            
            
            (46,184
            )Increase
                in note receivablesOther
                current assets
            
            
            -
            
            
            46,350Bank
                overdraft
            
            
            3,509
            
            
            63,156Accounts
                payable - trade
            
            
            1,074,737
            
            
            1,019,114Accounts
                payable - related party
            
            
            (219,467
            )
            
            -Accrued
                expenses
            
            
            (806,689
            )
            
            718,756Withholding
                taxes payable
            
            
            10,925
            
            
            562**Net
                cash used in operating activities**
            
            
            (1,124,458
            )
            
            (3,485,290
            )**Investing
                Activities:**Investment
                in certificate of deposit
            
            
            -
            
            
            (740
            )Proceeds
                from note receivable
            
            
            50,624
            
            
            -Real
                estate owned
            
            
            (67,974
            )
            
            -Cash
                from discontinued operations
            
            
            (665
            )
            
            (406
            )Purchases
                of property and equipment
            
            
            -
            
            
            (178,837
            )**Net
                cash used in investing activities**
            
            
            (18,015
            )
            
            (179,983
            )**Financing
                Activities:**Repayments
                of notes payable - related party
            
            
            (3,379
            )
            
            (519
            )Repayments
                of notes payable
            
            
            (2,214,500
            )
            
            (2,535,919
            )Proceeds
                from issuance of notes payable
            
            
            3,079,481
            
            
            5,539,479**Net
                cash provided by financing activities**
            
            
            861,602
            
            
            3,003,041**Net
                decrease in cash and cash equivalents**
            
            
            (280,871
            )
            
            (662,232
            )**Cash
                and cash equivalents at beginning of period**
            
            
            487,116
            
            
            683,346**Cash
                and cash equivalents at end of period**
            
            $
            206,245
            
            $
            21,114Cash
                paid during the period for interest
            
            $
            889,064
            
            $
            217,406**Supplemental
                Disclosure of Non-cash Transactions:**Stock
                issued for conversion of accrued expense
            
            
            -
            
            
            261,942Note
                payable issued for purchase of property and equipment
            
            
            -
            
            
            17,000Stock
                issued for conversion of notes payable
            
            
            -
            
            
            9,913Unrealized
                loss on investments available-for-sale securities
            
            
            175,000
            
            
            -Net
                assets and (liabilities) of discontinued operations (net of
                cash)
            
            
            (958,818
            )
            
            5,747,216Warrant
                issued for equity credit facility
            
            
            -
            
            
            569,238Receivable
                for deferred revenue
            
            
            -
            
            
            437,500







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




5
 **RG
            America, Inc. and Subsidiaries**
 **Notes
            to Consolidated Financial Statements**
 **March
            31, 2007**
 **(Unaudited)**


**1.**  **BASIS
      OF PRESENTATION**





The
      accompanying unaudited financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States of America
      for interim financial information and with the instructions to Form 10-QSB
      of
      Regulation S-B. They do not include all information and footnotes required
      by
      accounting principles generally accepted in the United States of America for
      complete financial statements. However, except as disclosed herein, there has
      been no material change in the information disclosed in the notes to the
      consolidated financial statements for the year ended December 31, 2006 included
      in the Company's Annual Report on Form 10-KSB filed with the Securities and
      Exchange Commission. The interim consolidated unaudited financial statements
      should be read in conjunction with those consolidated financial statements
      included in the Form 10-KSB. In the opinion of Management, all adjustments
      considered necessary for a fair presentation, consisting solely of normal
      recurring adjustments, have been made. Operating results for the three months
      ended March 31, 2007 are not necessarily indicative of the results that may
      be
      expected for the year ending December 31, 2007.





**2.**  **GOING
      CONCERN**





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. The Company has previously
      incurred net losses, which have resulted in a significant accumulated deficit
      at
      March 31, 2007. The Company had a net loss of $1,155,166
      for the three months ended March 31, 2007, compared to net income of $865,621
      for the three months ended March 31, 2006. In addition, at March 31, 2007, current
      liabilities exceeded current assets by $3,876,778, stockholders’ deficit was
      $3,342,075 and RG had an accumulated deficit of $15,895,703 .





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 the Company is unable to
      continue as a going concern.





The
      time
      required for RG to become profitable is highly uncertain, and the Company cannot
      be assured that it 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.





As
      of
      March 31, 2007, the Company has drawn $10,390,151 of its $10,000,000 credit
      facility with Laurus (see discussion of “over-advance” feature discussed below).
      Additionally, the maximum advance rate allowed under the credit facility is
      50%
      of allowable contract receivables. As a result of these constraints, the Company
      has been both financially and operationally challenged in relation to providing
      sufficient capital to fund projects and provide working capital for overhead
      requirements. The Company has been significantly challenged to complete existing
      projects with limited capital available, primarily because of the 50% advance
      rate and this has directly impacted the aging of the Company’s accounts
      receivable. Typically, the Company’s contracts are based upon insurance proceeds
      and because of the challenge of finishing the projects, the collection of the
      insurance proceeds timing has been extended. Additionally, the ability of the
      Company to commence new projects has been impacted by the above.





Because
      of the significant delay in advancing projects due to capital constraints as
      discussed above, a significant portion of the Company’s accounts receivable that
      have been financed with Laurus previously had become ineligible due to the
      time
      the accounts receivable had been outstanding. As a result, there was no capacity
      to receive additional funding from Laurus based upon the ineligible accounts
      receivable. Accordingly, the Company structured an amendment of the agreement
      whereby Laurus agreed to “over-advance” payments to the Company in accordance
      with project requirements.


6
 **RG
              America, Inc. and Subsidiaries**
 **Notes
              to Consolidated Financial Statements**
 **March
              31, 2007**
 **(Unaudited)**
  As
      a
      result, on March 30, 2007, the Company and certain of its wholly-owned
      subsidiaries entered into a Consulting Agreement (“Agreement”) with Fireline
      Restoration, Inc., a wholly owned subsidiary of Home Solutions of America,
      Inc.
      (“Consultant”). As a result of the Agreement, the Company will shift its core
      business focus to function primarily as a financial and insurance services
      company with a specific focus on its proprietary, patent pending, PropertySMART®
program, a property and casualty insurance solution for the multi-family housing
      and commercial property industries.  RG’s insurance divisions include a
      multi-lines general agency, licensed to write property, casualty, small
      business, employee benefits and other related coverage with a specific focus
      on
      its PropertySMART® program.  This innovative insurance product saves the
      policy holder money, reduces loss exposure for the carrier, and provides a
      higher level of service to all parties.




Additionally,
      the Company determined that the Agreement meets the disposition of assets
      criteria established by SFAS 144 - “ *Accounting
      for the Impairment or Disposal of Long Lived Assets* ”
and
      the
      Company’s construction operations have been recorded as discontinued. (See
      Note 7 - Discontinued Operations)




The
      Company cannot provide assurance that it will generate sufficient cash flow
      from
      operations or obtain additional financing to meet scheduled debt payments and
      financial covenants. If the Company fails to make any required payment under
      the
      agreements and related documents governing indebtedness or fails to comply
      with
      the financial and operating covenants contained in them, the Company would
      be in
      default. The consolidated 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, which may result from the
      inability of RG to continue as a going concern.





**3.**
            **NATURE
                OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING
                POLICIES**





**Net
      Income (Loss) Per Share**




Basic
      net
      income (loss) per common share (Basic EPS) excludes dilution and is computed
      by
      dividing net income (loss) by the weighted average number of common shares
      outstanding or subscribed during the period. Diluted net income (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 converted into common stock.





The
      number of outstanding employee stock options, warrants and any contingently
      issuable shares that could potentially dilute earnings per share in the future,
      but were not included in the computation of diluted earnings per share for
      these
      periods presented because of their impact was anti-dilutive for the periods
      presented are as follows: 25,604,338 for the three months ended March 31, 2007
      and 7,313,665 for the three months ended March 31, 2006.


7
 **RG
              America, Inc. and Subsidiaries**
 **Notes
              to Consolidated Financial Statements**
 **March
              31, 2007**
 **(Unaudited)**
  **Reclassifications**





Certain
      amounts in the three months ended March 31, 2006 financial statements have
      been
      reclassified to conform to the 2007 presentation.





**Accumulated
      Other Comprehensive Income**





As
      of the
      date of these consolidated financial statements, the Company had a component
      of
      other comprehensive loss as defined by SFAS No. 130 *“Accumulated
      Other Comprehensive Income (Loss)”* other
      than its net loss. The $175,000 other comprehensive income for 2007 is a result
      of the Company’s investment in the common stock of MBI Financial, Inc. The
      $175,000 represents the increase in valuation based on the common stock market
      value as of March 31, 2007.





**New
      Accounting Standards**





In
      July
      2006, the Financial Accounting Standards Board, or FASB, issued Interpretation
      48, *Accounting
      for Uncertainty in Income Taxes—An Interpretation of FASB Statement
      109* ,
      or FIN
      48, which clarifies the accounting and disclosure requirements for uncertainty
      in tax positions, as defined. FIN 48 requires a two-step approach to evaluate
      tax positions and determine if they should be recognized in the financial
      statements. The two-step approach involves recognizing any tax positions that
      are *“more
      likely that not”* to occur
      and then measuring those positions to determine if they are recognizable in
      the
      financial statements. The Company adopted FIN 48 on January 1, 2007 and its
      adoption did not result in a material cumulative-effect adjustment.




**4.
      DEBT**




**SHORT-TERM
      DEBT**





Significant
      current period changes in short-term debt at March 31, 2007 consisted of the
      following:





***Notes
      payable***


For
      the
      three months ended March 31, 2007, the Company borrowed an additional $3,079,481
      and repaid $2,214,500 to Laurus in accordance with terms of the secured
      revolving note. The Company amended their agreement with Laurus to include
      an
“over borrowing” feature, and had an outstanding balance of $10,390,151 on the
      secured revolving note as of March 31, 2007. As of March 31, 2007, the Laurus
      note payable has been reclassified to the balance sheet account “Liabilities
      from Discontinued Operations, Net”. (See Note 7 - Discontinued
      Operations)




On
      March
      8, 2007, the Company received a written Notice of Default in relation to
      $1,600,000 of Promissory Notes (Notes”) that became due and payable on January
      31, 2007. The Notes are issued to several “accredited investors” as defined in
      Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as
      amended (the “Securities Act”) (“Holders”). The Notes are subordinated to
      existing Senior Indebtedness of the Company to Laurus Master Fund, Ltd.
      (“Laurus”).




The
      Company has been negotiating with the Holders in relation to a retraction of
      the
      Notice of Default or receiving a forbearance agreement until certain events
      occurred. However, the Company has been unable to reach an agreement with the
      Holders to resolve the Notice of Default and do not have the financial capacity
      to repay the Notes at this time. Although the Company is currently in discussion
      with a third party with respect to the repayment of the Notes by such third
      party, there is no assurance that we will be able to reach an agreement on
      terms
      reasonably acceptable to the Company.


8
 **RG
              America, Inc. and Subsidiaries**
 **Notes
              to Consolidated Financial Statements**
 **March
              31, 2007**
 **(Unaudited)**
  **5.**  **COMMITMENTS
      AND CONTINGENCIES**





From
      time
      to time the Company 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.





The
      Company is subject to various unasserted claims from vendors for non-payment
      of
      accounts payable plus related legal fees. Excluding legal fees, which cannot
      be
      estimated, the Company has included all amounts in accounts payable as of March
      31, 2007. The Company is unaware of any material claims, proceedings or lawsuits
      as of March 31, 2007.





On
      March
      29, 2007, the Company received correspondence from the SEC regarding our
      response made in September 2006. The Company responded to the SEC comments
      on
      the filing date of the 2006 Form 10-KSB with the SEC. The Company cannot predict
      with certainty what, if any, regulatory or financial consequences may result
      from the foregoing.




**6.**  **RELATED
      PARTY TRANSACTIONS**




The
      Chairman of the Board earns $10,000 per month for consulting services. In
      addition, the Chairman of the Board earns a commission based upon a percentage
      of revenue. Effective July 1, 2006, the commission portion of the consulting
      agreement was terminated. For the three months ended March 31, 2007, $18,462
      in
      consulting services and $15,385 in accrued commissions was paid to the Chairman
      resulting in an accrued consulting services balance due of $32,308 and an
      accrued commission balance due of $19,388 at March 31, 2007.




Effective
      July 1, 2006, the Company entered into a consulting agreement with J2 Capital
      Inc., whose principal is the Company’s former Chief Executive Officer, and who
      is also the son of the Company’s Chairman of the Board, and the brother of our
      Chief Operating Officer. The terms of the agreement include $11,000 per month
      for consulting services and a commission based upon a percentage of revenue.
      Effective July 1, 2006, the commission portion of the consulting agreement
      was
      terminated. For the three months ended March 31, 2007, $20,308 in consulting
      services and $40,387 in accrued commission was paid to J2 Capital Inc.,
      resulting in an accrued consulting services balance due of $20,308 and an
      accrued commission balance due of $49,118 at March 31, 2007.




The
      Company is leasing three vehicles from Rea Brothers, Ltd. (“Rea Brothers”), a
      Company controlled by our Chairman of the Board, for general business purposes.
      For the three months ended March 31, 2007, the Company paid Rea Brothers $4,320
      in lease payments.





**7.
      DISCONTINUED OPERATIONS**





On
      March
      30, 2007, the Company and certain of its wholly-owned subsidiaries entered
      into
      a Consulting Agreement (“Agreement”) with Fireline Restoration, Inc., a wholly
      owned subsidiary of Home Solutions of America, Inc. (“Consultant”). The Company
      is a borrower under a certain loan transaction (“Loan”) with Laurus Master Fund,
      Ltd. (“Lender”) and is not currently in compliance with the obligations with
      respect to the Loan, and Consultant is in the business of providing restoration
      and other construction services.




The
      Agreement specifies that Consultant will provide consulting services to the
      Company and to outsource any and all construction and related duties and
      services under RG’s currently existing and future construction contracts and
      projects (collectively, the “Construction Contracts”).  Additionally, the
      Company is in the process of assigning to the Consultant one or more of the
      Construction Contracts, and will assign to the Consultant additional
      Construction Contracts upon obtaining the proper consent from the customers
      to
      the respective contracts. As a result of the Agreement, the estimated remaining
      revenue from the Construction Contracts will be captured by the
      Consultant.


9
 **RG
              America, Inc. and Subsidiaries**
 **Notes
              to Consolidated Financial Statements**
 **March
              31, 2007**
 **(Unaudited)**
  The
      consulting services to be provided by the Consultant will consist of the
      complete and total outsourcing of any and all functions, rights, preferences,
      rights to payment and obligations under the Construction Contracts.  In
      connection with the Consulting Services, the Consultant shall have the power
      and
      authority, for itself and in the stead and on behalf of us, to do any or all
      of
      the following:




o
            Control
                completely the projects contemplated by the Construction
                Contracts;




o
            Deal
                directly with the customers, suppliers, and subcontractors under
                the
                Construction Contracts;




o
            Negotiate
                directly with the customers, suppliers, and subcontractors regarding
                payment and pricing under the Construction
                Contracts;




o
            Process
                payment applications and payroll applications on behalf of the Company
                with respect to the Construction Contracts, and make determinations
                as to
                the proper payment thereof;




o
            Deal
                directly with Lender for additional advances and funding, under the
                Loan
                and otherwise, that may be necessary in connection with the performance
                of
                the Construction Contracts, including without limitation, arranging
                for
                Lender to make such additional advances on RG’s behalf, which advances may
                be funded directly to the Consultant;
                and




o
            To
                do all other things the Consultant reasonably deems necessary to
                carry out
                and perform the Construction Contracts and the terms of this
                Agreement.




As
      a
      result of the above Agreement, the Company will shift its core business focus
      to
      function primarily as a financial and insurance services company with a specific
      focus on our proprietary, patent pending, PropertySMART® program, a property and
      casualty insurance solution for the multi-family housing and commercial property
      industries.  RG’s insurance divisions include a multi-lines general agency,
      licensed to write property, casualty, small business, employee benefits and
      other related coverage’s with a specific focus on its PropertySMART®
program.  This innovative insurance product saves the policy holder money,
      reduces loss exposure for the carrier, and provides a higher level of service
      to
      all parties.




Additionally,
      the Company has determined that the Agreement meets the disposition of assets
      criteria established by SFAS 144 - “ *Accounting
      for the Impairment or Disposal of Long Lived Assets* ”
and
      the
      Company’s construction operations have been recorded as discontinued.




The
      accompanying consolidated financial statements and related footnotes for all
      periods presented have been reclassified to reflect the discontinued operations.





**8.
      SUBSEQUENT EVENTS**





On
      May 9,
      2007, J. Kenneth Dunn resigned as a director of the Company for personal
      reasons. There were no disagreements with the Company on any matter related
      to
      the Company’s operations, policies or practices.


10


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




**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




The
      following is a discussion of our financial condition, results of operations,
      liquidity and capital resources. This discussion should be read in conjunction
      with our unaudited financial statements and the notes thereto included elsewhere
      in this Form 10-QSB and with our annual report on Form 10-KSB for the year
      ended
      December 31, 2006.




Some
      of
      the statements under “Description of Business,” “Risk Factors,” “Management's
      Discussion and Analysis or Plan of Operation,” and elsewhere in this Report and
      in our periodic filings with the Securities and Exchange Commission constitute
      forward-looking statements. These statements involve known and unknown risks,
      significant uncertainties and other factors what may cause actual results,
      levels of activity, performance or achievements to be materially different
      from
      any future results, levels of activity, performance or achievements expressed
      or
      implied by such forward- looking statements. Such factors include, among other
      things, those listed under “Risk Factors” and elsewhere in this Report.





In
      some
      cases, you can identify forward-looking statements by terminology such as “may,”
“will,” “should,” “could,” “intends,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative
      of such terms or other comparable terminology.





The
      forward-looking statements herein are based on current expectations that involve
      a number of risks and uncertainties. Such forward-looking statements are based
      on assumptions that we will obtain or have access to adequate financing for
      each
      successive phase of its growth, that there will be no material adverse
      competitive or technological change in condition of our business, that our
      Chief
      Executive Officer / Chief Financial Officer, Chief Operating Officer and other
      significant employees will remain employed as such by us, and that there will
      be
      no material adverse change in the Company's operations, business or governmental
      regulation affecting us. The foregoing assumptions are based on judgments with
      respect to, among other things, further economic, competitive and market
      conditions, and future business decisions, all of which are difficult or
      impossible to predict accurately and many of which are beyond our control.





Although
      our management believes that the expectations reflected in the forward-looking
      statements are reasonable, management cannot guarantee future results, levels
      of
      activity, performance or achievements. Moreover, neither management nor any
      other persons assumes responsibility for the accuracy and completeness of such
      statements.





**GENERAL**





RG
      America, Inc. (“RG” or the “Company”), formerly known as Invvision Capital, Inc.
      (“Invvision”) is a reporting company pursuant to Section 12 (g) of the
      Securities Exchange Act of 1934, as amended, and its shares of common stock
      are
      publicly traded on the NASD Over The Counter Electronic Bulletin Board (“OTCBB”)
      under the symbol “RGMI”. We provide a broad array of synergistic products and
      services that address several key financial aspects of the commercial real
      estate market.





**RECENT
      DEVELOPMENTS**




On
      March
      8, 2007, we received a written Notice of Default in relation to $1,600,000
      of
      Promissory Notes (Notes”) that became due and payable on January 31, 2007. The
      Notes are issued to several “accredited investors” as defined in Rule 501(a) of
      Regulation D promulgated under the Securities Act of 1933, as amended (the
      “Securities Act”) (“Holders”). The Notes are subordinated to existing Senior
      Indebtedness of the Company to Laurus Master Fund, Ltd. (“Laurus”).




11




We
      have
      been negotiating with the Holders in relation to a retraction of the Notice
      of
      Default or receiving a forbearance agreement until certain events occurred.
      However, we have been unable to reach an agreement with the Holders to resolve
      the Notice of Default and do not have the financial capacity to repay the Notes
      at this time. Although we are currently in discussion with a third party with
      respect to the repayment of the Notes by such third party, there is no assurance
      that wet will be able to reach an agreement on terms reasonably acceptable
      to
      us.




On
      March
      30, 2007, we and certain of our wholly-owned subsidiaries entered into a
      Consulting Agreement (“Agreement”) with Fireline Restoration, Inc., a wholly
      owned subsidiary of Home Solutions of America, Inc. (“Consultant”). We are a
      borrower under a certain loan transaction (“Loan”) with Laurus Master Fund, Ltd.
      (“Lender”) and are not currently in compliance with the obligations with respect
      to the Loan, and Consultant is in the business of providing restoration and
      other construction services.





The
      Agreement specifies that Consultant will provide consulting services to us
      and
      to outsource any and all construction and related duties and services under
      our
      currently existing and future construction contracts and projects (collectively,
      the “Construction Contracts”). Additionally, we are in the process of assigning
      to the Consultant one or more of the Construction Contracts, and will assign
      to
      the Consultant additional Construction Contracts upon obtaining the proper
      consent from the customers to the respective contracts. As a result of the
      Agreement, the estimated remaining revenue from the Construction Contracts
      will
      be captured by the Consultant.





The
      consulting services to be provided by the Consultant will consist of the
      complete and total outsourcing of any and all functions, rights, preferences,
      rights to payment and obligations under the Construction Contracts. In
      connection with the Consulting Services, the Consultant shall have the power
      and
      authority, for itself and in the stead and on behalf of us, to do any or all
      of
      the following:




·
            Control
                completely the projects contemplated by the Construction
                Contracts;


·
            Deal
                directly with the customers, suppliers, and subcontractors under
                the
                Construction Contracts;


·
            Negotiate
                directly with the customers, suppliers, and subcontractors regarding
                payment and pricing under the Construction
                Contracts;


·
            Process
                payment applications and payroll applications on behalf of us with
                respect
                to the Construction Contracts, and make determinations as to the
                proper
                payment thereof;


·
            Deal
                directly with Lender for additional advances and funding, under the
                Loan
                and otherwise, that may be necessary in connection with the performance
                of
                the Construction Contracts, including without limitation, arranging
                for
                Lender to make such additional advances on our behalf, which advances
                may
                be funded directly to the Consultant;
                and


·
            To
                do all other things the Consultant reasonably deems necessary to
                carry out
                and perform the Construction Contracts and the terms of this
                Agreement.




As
      a
      result of the above Agreement, we will shift our core business focus to function
      primarily as a financial and insurance services company with a specific focus
      on
      our proprietary, patent pending, PropertySMART® program, a property and casualty
      insurance solution for the multi-family housing and commercial property
      industries. Our insurance divisions include a multi-lines general agency,
      licensed to write property, casualty, small business, employee benefits and
      other related coverage’s with a specific focus on its PropertySMART® program.
      This innovative insurance product saves the policy holder money, reduces loss
      exposure for the carrier, and provides a higher level of service to all parties.




Additionally,
      the Company has determined that the Agreement meets the disposition of assets
      criteria established by SFAS 144 - “ *Accounting
      for the Impairment or Disposal of Long Lived Assets* ”
and
      the
      Company’s construction operations have been recorded as discontinued.




12


The
      accompanying consolidated financial statements and related footnotes for all
      periods presented have been reclassified to reflect the discontinued operations.





On
      March
      29, 2007, we received correspondence from the SEC regarding our response made
      in
      September 2006. We responded to the SEC comments on the filing date of our
      2006
      Form 10-KSB with the SEC. We cannot predict with certainty what, if any,
      regulatory or financial consequences may result from the foregoing.





On
      May 9,
      2007, J. Kenneth Dunn resigned as a director of the Company for personal
      reasons. There were no disagreements with the Company on any matter related
      to
      the Company’s operations, policies or practices.








13


**RESULTS
      OF OPERATIONS**




***Three
      months ended March 31, 2007 compared to the three months ended March 31, 2006*** ****





**Three
                Months Ended****March
                31,****2007**
            
            **2006****Revenues**
            
            $
            292,437
            
            $
            229,142**Cost
                of revenues**
            
            
            4,030
            
            
            32,422**Gross
                profit**
            
            
            288,407
            
            
            196,720**Operating
                expenses:**Selling,
                general and administrative
            
            
            176,858
            
            
            129,312Compensation,
                payroll taxes and benefits
            
            
            465,697
            
            
            225,888Stock
                compensation
            
            
            -
            
            
            99,336Consulting
                and contract labor
            
            
            196,400
            
            
            131,722Professional
            
            
            164,117
            
            
            191,060Rent
            
            
            25,516
            
            
            13,727Depreciation
            
            
            57,102
            
            
            144,349**Total
                operating expenses**
            
            
            1,085,690
            
            
            935,394**Loss
                from continuing operations**
            
            
            (797,283
            )
            
            (738,674
            )**Other
                expense:**Other
                income, net
            
            
            1,912
            
            
            -Interest
                and financing cost, net
            
            
            (122,798
            )
            
            (179,988
            )**Total
                other expense**
            
            
            (120,886
            )
            
            (179,988
            )**Net
                Loss from continuing operations**
            
            $
            (918,169
            )
            $
            (918,662
            )**Discontinued
                operations:**Income
                (loss) from discontinued operations
            
            
            (236,997
            )
            
            1,784,283**Net
                income (loss)**
            
            $
            (1,155,166
            )
            $
            865,621**Other
                comprehensive income (loss):**Unrealized
                gain on investment in available- for-sale securities
            
            
            175,000
            
            
            -**Total
                comprehensive income (loss)**
            
            $
            (980,166
            )
            $
            865,621





14


**Three
      Months Ended March 31, 2007 Compared To the Three Months Ended March 31,
      2006**





*Note:
      the Results of Operations for the three months ended March 31, 2007 and 2006
      have been adjusted to reflect discontinued operations. As a result, the
      discussion below reflects operations without the discontinued operations.*





*Revenue* *:*


Operating
      revenue increased $63,295, or 28%, to $292,437 for the three months ended March
      31, 2007, from $229,142 for the three months ended March 31, 2006. In 2007,
      the
      revenue is primarily from consulting services related to the Company being
      an
      expert witness for a lawsuit related to a third-party construction project.
      In
      2006, the revenue was primarily from consulting revenue related to a
      twelve-month service agreement that was completed in 2006.




*Cost
      of Sales* *:*


Cost
      of
      sales decreased $28,392, or 88%, to $4,030 for the three months ended March
      31,
      2007, from $32,422 for the three months ended March 31, 2006. The cost of sales
      for 2007 related to the consulting services as an expert witness for a lawsuit
      as described previously under Revenue.





*Operating
      Expenses* *:*


Operating
      expenses increased $150,296 or 16%, to $1,085,690 for the three months ended
      March 31, 2007 from $935,394 for the three months ended March 31, 2006. The
      increase was primarily the result of $239,809 of increased compensation, offset
      by a $99,336 decrease in stock compensation. There was no stock compensation
      for
      2007 as compared to 2006.





*Other
      Expense* *:*


Other
      expense decreased $59,102 or 33%, to $120,886 for the three months ended March
      31, 2007 from $179,988 for the three months ended March 31, 2006. The decrease
      was primarily the result of decreased interest expense.





*Discontinued
      Operations* *:*


For
      the
      three months ended March 31, 2007, loss from discontinued operations was
      $236,997 as compared to income from discontinued operation of $1,784,283 for
      the
      three months ended March 31, 2006. The negative change reflects inadequate
      capital from the Laurus credit facility to complete jobs and the increased
      overhead required as a result of the length of the jobs being extended.





*Other
      Comprehensive Income (Loss)* *:*


For
      the
      three months ended March 31, 2007, other comprehensive income was $175,000
      as
      compared to zero for the three months ended March 31, 2006. The $175,000
      reflects common stock held by the Company in MBI Financial, Inc. and the
      increase in value of the common stock in the stock market.





**Liquidity
      and Capital Resources**





Cash
      and
      cash equivalents were $206,245 at March 31, 2007 as compared to $487,116 at
      December 31, 2006 and working capital deficit was $3,876,778 at March 31, 2007
      as compared to working capital deficit of $3,362,616 at December 31, 2006.





Decreased
      cash flow as of March 31, 2007 is directly related to the Company’s existing
      credit facility with Laurus. As of March 31, 2007, the Company has drawn over
      100% of its $10,000,000 credit facility with Laurus. Additionally, the maximum
      advance rate allowed under the credit facility is 50% of allowable contract
      receivables. As a result of these constraints, the Company has been both
      financially and operationally challenged in relation to providing sufficient
      capital to fund projects and provide working capital for overhead requirements.
      The Company has been significantly challenged to complete existing projects
      with
      limited capital available, primarily because of the 50% advance rate and this
      has directly impacted the aging of the Company’s accounts receivable. Typically,
      the Company’s contracts are based upon insurance proceeds and because of the
      challenge of finishing the projects, the collection of the insurance proceeds
      timing has been extended. Additionally, the ability of the Company to commence
      new projects has been impacted by the above.





15


Because
      of the significant delay in advancing projects due to capital constraints as
      discussed above, a significant portion of the Company’s accounts receivable that
      have been financed with Laurus previously had become ineligible due to the
      time
      the accounts receivable had been outstanding. As a result, there was no capacity
      to receive additional funding from Laurus based upon the ineligible accounts
      receivable. Accordingly, the Company structured an amendment of the agreement
      whereby Laurus agreed to “over-advance” payments to the Company in accordance
      with project requirements.





On
      March
      30, 2007, we and certain of our wholly-owned subsidiaries entered into a
      Consulting Agreement (“Agreement”) with Fireline Restoration, Inc., a wholly
      owned subsidiary of Home Solutions of America, Inc. (“Consultant”). We are a
      borrower under a certain loan transaction (“Loan”) with Laurus Master Fund, Ltd.
      (“Lender”) and are not currently in compliance with the obligations with respect
      to the Loan, and Consultant is in the business of providing restoration and
      other construction services.





The
      Agreement specifies that Consultant will provide consulting services to us
      and
      to outsource any and all construction and related duties and services under
      our
      currently existing and future construction contracts and projects (collectively,
      the “Construction Contracts”). Additionally, we are in the process of assigning
      to the Consultant one or more of the Construction Contracts, and will assign
      to
      the Consultant additional Construction Contracts upon obtaining the proper
      consent from the customers to the respective contracts. As a result of the
      Agreement, the estimated remaining revenue from the Construction Contracts
      will
      be captured by the Consultant.





The
      consulting services to be provided by the Consultant will consist of the
      complete and total outsourcing of any and all functions, rights, preferences,
      rights to payment and obligations under the Construction Contracts. In
      connection with the Consulting Services, the Consultant shall have the power
      and
      authority, for itself and in the stead and on behalf of us, to do any or all
      of
      the following:




·
            Control
                completely the projects contemplated by the Construction
                Contracts;


·
            Deal
                directly with the customers, suppliers, and subcontractors under
                the
                Construction Contracts;


·
            Negotiate
                directly with the customers, suppliers, and subcontractors regarding
                payment and pricing under the Construction
                Contracts;


·
            Process
                payment applications and payroll applications on behalf of us with
                respect
                to the Construction Contracts, and make determinations as to the
                proper
                payment thereof;


·
            Deal
                directly with Lender for additional advances and funding, under the
                Loan
                and otherwise, that may be necessary in connection with the performance
                of
                the Construction Contracts, including without limitation, arranging
                for
                Lender to make such additional advances on our behalf, which advances
                may
                be funded directly to the Consultant;
                and


·
            To
                do all other things the Consultant reasonably deems necessary to
                carry out
                and perform the Construction Contracts and the terms of this
                Agreement.




As
      a
      result of the above Agreement, we will shift our core business focus to function
      primarily as a financial and insurance services company with a specific focus
      on
      our proprietary, patent pending, PropertySMART® program, a property and casualty
      insurance solution for the multi-family housing and commercial property
      industries. Our insurance divisions include a multi-lines general agency,
      licensed to write property, casualty, small business, employee benefits and
      other related coverage’s with a specific focus on its PropertySMART® program.
      This innovative insurance product saves the policy holder money, reduces loss
      exposure for the carrier, and provides a higher level of service to all parties.




Additionally,
      we determined that the Agreement meets the disposition of assets criteria
      established by SFAS 144 - “ *Accounting
      for the Impairment or Disposal of Long Lived Assets* ”
and
      has
      recorded the Company’s construction operations as discontinued.




16


The
      accompanying consolidated financial statements and related footnotes for all
      periods presented have been reclassified to reflect the discontinued operations.





The
      Company cannot provide assurance that it will generate sufficient cash flow
      from
      its financial services operations or obtain additional financing to meet
      scheduled debt payments and financial covenants. If the Company fails to make
      any required payment under the agreements and related documents governing
      indebtedness or fails to comply with the financial and operating covenants
      contained in them, the Company would be in default. The consolidated 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, which may result from the inability of RG to continue as a going
      concern.





*Operating
      Activities:* Net cash
      used in operating activities was $1,124,458 for the three months ended March
      31,
      2007 compared to $3,485,290 net cash used in operating activities for the three
      months ended March 31, 2006. The decrease in cash used in operations resulted
      primarily from the collection of $2,099,376 of receivables in 2007 as compared
      to an increase in receivables of $8,140,741 in 2006.





*Investing
      Activities:* Net cash
      used in investing activities was $18,015 for the three months ended March 31,
      2007 compared to $179,983 net cash used for the three months ended March 31,
      2006. The change was primarily the result of zero purchases or property and
      equipment during the three months ended March 31, 2007 as compared to $178,837
      during the three months ended March 31, 2006. For the three months ended March
      31, 2007, the Company invested $67,974 in real estate owned with no similar
      investment for the three months ended March 31, 2006. Additionally, the Company
      collected $50,624 from a note receivable during the three months ended March
      31,
      2007 with no comparable amount during 2006.





*Financing
      Activities:* Net cash
      provided by financing activities was $861,602 for the three months ended March
      31, 2007 compared to $3,003,041 for the three months ended March 31, 2006.
      The
      decrease was primarily the result of $2,459,998 reduction in proceeds from
      the
      credit facility with Laurus as a result of the Company being drawn down over
      100% of its $10,000,000 credit facility with Laurus.




**SHORT-TERM
      DEBT**





Significant
      current period changes in short-term debt during the three months ended March
      31, 2007 consisted of the following:





***Notes
      payable***





In
      January through December, 2007, the Company borrowed an additional $3,079,481
      and repaid $2,214,500 to Laurus in accordance with terms of the secured
      revolving note. The Company amended their agreement with Laurus to include
      an
“over borrowing” feature, and had an outstanding balance of $10,390,151 on the
      secured revolving note as of March 31, 2007. As of March 31, 2007, the Laurus
      note payable has been reclassified to the balance sheet account “Liabilities
      from Discontinued Operations, Net”.




On
      March
      8, 2007, the Company received a written Notice of Default in relation to
      $1,600,000 of Promissory Notes (Notes”) that became due and payable on January
      31, 2007. The Notes are issued to several “accredited investors” as defined in
      Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as
      amended (the “Securities Act”) (“Holders”). The Notes are subordinated to
      existing Senior Indebtedness of the Company to Laurus Master Fund, Ltd.
      (“Laurus”).




The
      Company has been negotiating with the Holders in relation to a retraction of
      the
      Notice of Default or receiving a forbearance agreement until certain events
      occurred. However, the Company has been unable to reach an agreement with the
      Holders to resolve the Notice of Default and do not have the financial capacity
      to repay the Notes at this time. Although the Company is currently in discussion
      with a third party with respect to the repayment of the Notes by such third
      party, there is no assurance that we will be able to reach an agreement on
      terms
      reasonably acceptable to the Company.




17


***Liquidity***





To
      continue with our business plan, we will require additional short-term working
      capital and we have not previously generated sufficient cash from operations
      to
      fund our operating activities for the next twelve months.





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





The
      Company can give no assurance that it will 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.




**Off-Balance
      Sheet Arrangements**




We
      have
      no off-balance sheet arrangements, other than commitments and contingencies
      as
      disclosed.




**2007
      OUTLOOK**




As
      a
      result of the Consulting Agreement discussed in Recent Developments previously,
      we will shift our core business focus to function primarily as a financial
      and
      insurance services company with a specific focus on our proprietary, patent
      pending, PropertySMART® program, a property and casualty insurance solution for
      the multi-family housing and commercial property industries. Our insurance
      divisions include a multi-lines general agency, licensed to write property,
      casualty, small business, employee benefits and other related coverage’s with a
      specific focus on its PropertySMART® program. This innovative insurance product
      saves the policy holder money, reduces loss exposure for the carrier, and
      provides a higher level of service to all parties.




Our
      ability to successfully implement our new business focus as a financial and
      insurance services company will be heavily dependent on securing additional
      capital to supplement the anticipated timeframe required for the business to
      achieve sufficient revenues and cash flows to cover our operating expenses.
      As a
      result, we are searching for an alternative means of securing additional
      capital, which may include the sale of additional shares of our common stock
      or
      the issuance of additional debt securities. Additionally, we require additional
      funds for working capital and for growth opportunities. 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.




The
      ability to invest further will be heavily dependent on securing additional
      capital from investors or debt financing along with the successful
      implementation of the business strategy. There is no assurance that additional
      equity or debt financing will be available on terms acceptable to RG management.




If
      we are
      unable to obtain additional capital or successfully implement our business
      strategy, this will have a significant impact on our ability to continue as
      a
      going concern.


18


**Item
      3. Controls and Procedures.** ****





Bruce
      A.
      Hall, our Chief Executive Officer and our Chief Financial Officer, has concluded
      that our disclosure controls and procedures are appropriate and effective.
      He
      has evaluated these controls and procedures as of the date of this report on
      Form 10-QSB. There were no significant changes in our internal controls or
      in
      other factors that could significantly affect these controls subsequent to
      the
      date of his evaluation, including any corrective actions with regard to
      significant deficiencies and material weaknesses.





**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings**





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 March 31,
      2007. The Company is unaware of any material proceedings, lawsuits or claims
      as
      of March 31, 2007.




**Item
      2.** **Unregistered
      Sales of Equity Securities and Use of Proceeds**





None.





**Item
      3. Defaults Upon Senior Securities**





None





**Item
      4. Submission of Matters to a Vote of Security Holders** ****





None





**Item
      5. Other Information**





None





**Item
      6. Exhibits** ****





(a)  Exhibits





Exhibit
            Title
            Location31.1
            Certification
                by Principal Executive Officer
            Attached31.2
            Certification
                of Principal Financial Officer
            Attached32
            Certifications
                of Principal Executive and Financial Officer Pursuant to
                906
            Attached








19


**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, this
      report has been signed by the following persons on behalf of RG America, Inc.,
      in the capacities and on the dates indicated.








NAME
                AND SIGNATURE
            TITLE
            DATE/s/
                Bruce A.
                Hall
              Bruce
                A. Hall
              
              /s/
                Bruce A.
                Hall
                Bruce
                  A. Hall
            Principal
                Executive Officer
              
              
              Principal
                Financial Officer
            May
                23, 2007
              
              
              May
                23, 2007







20