SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

                            Commission File #0-80429

                                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
                      (IRS Employer Identification Number)

                 1507 Capital Avenue, Suite 101, Plano, TX 75074
               (Address of principal executive offices)(Zip Code)

                   (972) 919-4774 (Registrant's telephone no.,
                              including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 | |

The number of shares outstanding of the Company's common stock outstanding on
November 18, 2005: 26,372,195.


<PAGE>

                                RG AMERICA, INC.
                                   FORM 10-QSB

                                TABLE OF CONTENTS
                                      Page
PART I - FINANCIAL INFORMATION.................................................1

Item 1. Consolidated Financial Statements (Unaudited)..........................2

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ..........................................18

Item 3. Evaluation of Disclosure Controls and Procedures......................30

PART II - OTHER INFORMATION...................................................30

Item 1.  Legal Proceedings....................................................30

Item 2. Changes in Securities.................................................30

Item 3. Defaults Upon Senior Securities.......................................34

Item 4. Submission of Matters to a Vote of Securities Holders.................34

Item 5. Other Information.....................................................34

Item 6. Exhibits..............................................................35

SIGNATURES....................................................................36

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

Filed herewith are the following unaudited financial statements:

Consolidated Balance Sheet (Unaudited) at September 30, 2005

Consolidated Statements of Operations (Unaudited) for the three and nine months
ended September 30, 2005 and 2004

Consolidated Statements of Cash Flows (Unaudited) for the nine months ended
September 30, 2005 and 2004

Notes to Consolidated Financial Statements (Unaudited)


<PAGE>




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

ASSETS
                                                                   September 30,
                                                                       2005
                                                                 ---------------
Current assets:

Cash and cash equivalents                                        $       255,505

Investment in certificate of deposit                                     279,728
Contracts receivable, net of allowance
for doubtful accounts of $283,404                                      3,909,768

Unbilled revenue                                                       1,608,321

Prepaid expenses                                                          56,567

Other receivables                                                        108,856
                                                                 ---------------
Total current assets
                                                                       6,218,745

Property and equipment, net of

   accumulated depreciation of $117,035                                  606,738

Other non-current assets                                                  35,000
                                                                 ---------------


Total assets                                                     $     6,860,483
                                                                 ===============


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

<PAGE>

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


                               LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
LIABILITIES
                                                                 September 30,
                                                                       2005
                                                                 ---------------
<S>                                                              <C>
Current liabilities:
Accounts payable, trade                                                3,133,877
Accrued expenses                                                       1,979,749
Withholding taxes payable                                                113,928
Deferred revenue                                                         625,893
Bank line of credit                                                      279,582
Notes payable - related party                                             33,029
Notes payable                                                            266,530
                                                                 ---------------
Total current liabilities                                              6,432,588


Long-term debt - related party                                             4,078
                                                                 ---------------
Total liabilities                                                      6,436,666


Commitments and contingencies                                                 --

STOCKHOLDERS' EQUITY

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

authorized, none issued and outstanding                                       --
Common stock, $.001 par value, 300,000,000 shares
authorized, 20,712,552 issued and outstanding                             20,712
Common stock subscribed, 7,932,953 shares                               (267,966)
Additional paid in capital                                             7,062,965
Common stock warrants                                                    455,099

Accumulated deficit                                                   (6,778,756)
                                                                 ---------------
                                                                         492,054

Less: Deferred stock compensation                                        (68,237)
                                                                 ---------------

Total stockholders' equity                                               423,817
                                                                 ---------------

Total liabilities and stockholders' equity                       $     6,860,483
                                                                 ===============
</TABLE>

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


                                       3
<PAGE>

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


<TABLE>
<CAPTION>
                                                                    Three Months Ended                    Nine Months Ended
                                                                      September 30,                         September 30,
                                                           --------------------------------        --------------------------------
                                                               2005                 2004               2005                2004
                                                           ------------        ------------        ------------        ------------

<S>                                                        <C>                 <C>                 <C>                 <C>
Revenues                                                   $  5,295,053        $    476,689        $ 10,314,571        $  1,762,766

Cost of revenues                                              3,435,377             262,150           6,281,345           1,340,848
                                                           ------------        ------------        ------------        ------------
Gross profit                                                  1,859,676             214,539             421,918
                                                                                                                          4,033,226

Operating expenses:
Selling, general and administrative                             398,854             144,912             986,516             401,841
Compensation, payroll taxes and benefits                        801,718             388,244           1,556,507           1,107,238
Stock compensation                                                5,243             280,668             320,081             448,404
Consulting and contract labor                                   184,098              81,262             305,877             284,803
Professional                                                     64,931              15,892             196,236             247,974
Recovery of impairment                                               --                  --            (116,669)                 --
Write-off of leasehold improvements                             123,230                  --             123,230                  --
Rent                                                             79,773              44,240             232,112             121,941
Depreciation                                                     31,188              17,024              71,631              36,208
                                                           ------------        ------------        ------------        ------------
Total operating expenses                                      1,689,035             972,242           3,675,521           2,648,409
                                                           ------------        ------------        ------------        ------------


Income (loss) from operations                                   170,641            (757,703)            357,705          (2,226,491)

Other income (expense):

Other income (expense), net                                          --                  --               2,096              68,147
Interest and financing cost, net                                (54,617)            (15,901)           (186,006)            (26,759)
                                                           ------------        ------------        ------------        ------------
Total other income (expense)
                                                                (54,617)            (15,901)           (183,910)             41,388
                                                           ------------        ------------        ------------        ------------

Net income (loss)                                          $    116,024        $   (773,604)       $    173,795        $ (2,185,103)
                                                           ============        ============        ============        ============

Net income (loss) per share - basic                        $       0.00        $      (0.03)       $       0.01        $      (0.14)
                                                           ============        ============        ============        ============
Net income (loss) per share - diluted                      $       0.00        $      (0.03)       $       0.01        $      (0.14)
                                                           ============        ============        ============        ============
</TABLE>


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

                                       4
<PAGE>


                        RG AMERICA, INC. AND SUBSIDIARIES

s                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                            Nine Months Ended
                                                               September 30,
                                                       -----------------------------
                                                           2005              2004
                                                       -----------       -----------
<S>                                                    <C>               <C>
Operating Activities:

Net income (loss)                                      $   173,795       $(2,185,103)
Adjustments to reconcile net income (loss) to
net cash (used in)
operating activities:

   Depreciation                                             71,631            36,208


   Leasehold improvement write-off                         123,230

   Provision for doubtful accounts                         112,026           (20,051)

   Amortization of deferred compensation                     3,663                --

   Stock options issued for consulting services            309,351                --

   Stock issued for professional services                    4,230           407,404

   Stock issued for employee compensation                       --            21,000

   Stock issued for directors' fees                             --            20,000

   Stock cancelled related to acquisition                 (116,669)               --

   Stock warrant issued for debt services                   34,399                --
   Changes in operating assets and liabilities:

      Contracts receivable                              (2,212,016)           62,237

      Unbilled revenue and deferred revenue, net          (868,966)          375,959

      Prepaid expenses                                     (54,398)           18,228

      Other receivables                                    (72,272)            5,784


      Note receivable - related party                           --              (116)

      Bank overdraft                                            --            (8,030)

      Accounts payable - trade                           1,369,053           345,450

      Accrued expenses                                     702,535           357,208

      Withholding taxes payable                           (155,766)           28,850
                                                       -----------       -----------
                                                       -----------       -----------
Net cash used in operating activities
                                                          (576,174)         (534,972)

Investing Activities:

Investment in certificate of deposit                      (279,728)               --

Acquisition purchase price adjustment                           --          (404,860)

Purchases of property and equipment                       (525,985)          (60,481)
                                                       -----------       -----------
Net cash used in investing activities
                                                          (805,713)         (465,341)

Financing Activities:

Repayments of notes payable - related party                (15,170)         (156,216)

Repayments of notes payable                                 (5,000)               --

Repayments of bank line of credit                         (195,015)         (130,000)

Proceeds from sale of common stock                       1,014,650           967,076

Proceeds from issuance of notes payable                     17,000           211,356
Proceeds from issuance of notes payable -
related party                                                   --            90,305
Proceeds from issuance of convertible debenture
notes                                                      400,000                --

Proceeds from bank line of credit                          309,582                --

Advances from stockholders                                      --             9,702
                                                       -----------       -----------
Net cash provided by financing activities
                                                         1,526,047           992,223

Net (decrease) increase in cash and cash
equivalents                                                144,160            (8,090)

Cash and cash equivalents at beginning of period           111,345             8,090
                                                       -----------       -----------
Cash and cash equivalents at end of period             $   255,505       $        --
                                                       ===========       ===========

Cash paid during the year for interest                 $    83,016       $    23,949
                                                       ===========       ===========

Supplemental Disclosure of Non-Cash Transactions:
Stock issued for conversion of accounts payable        $    24,467       $   406,833

Stock issued for conversion of accrued expense             152,300                --
Note payable related party issued for conversion
of accrued expense                                          11,666                --
Note payable issued for purchase of property and
equipment                                                    5,000                --

Stock issued for conversion of notes payable                 2,500           590,396
Stock issued for purchase of property and
equipment                                                       --            29,000

Stock issued in exchange for other receivable                   --            48,023

Stock issued in exchange for note receivable                    --           268,900

Stock issued for acquisition                                    --         2,250,000
Stock issued in exchange for convertible
debentures                                                 400,000                --

Stock issued for other non current asset                    30,000                --

Net liabilities assumed in PBS acquisition                      --            36,278
Stock issued and held by transfer agent for
instruction                                                     --               500

Warrant issued for equity advisory services                290,700            30,000
</TABLE>

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


                                       5
<PAGE>

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
financial statements for the year ended December 31, 2004 included in the
Company's Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission. The interim unaudited financial statements should be read in
conjunction with those 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 and nine months ended September 30, 2005 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2005.


2.    GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. However, the Company has
previously incurred net losses, which have resulted in a significant accumulated
deficit at September 30, 2005. Although the Company had net income of $173,795
for the nine months ended September 30, 2005, we previously had a net loss of
$2,185,103 for the nine months ended September 30, 2004. Additionally, at
September 30, 2005, current liabilities exceeded current assets by $213,843, and
we had an accumulated deficit of $6,778,756.

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 the
Company gives no assurance 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.

The Company cannot provide assurance that we 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 fail to comply
with the financial and operating covenants contained in them, the Company would
be in default. 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, which may result from the
inability of RG to continue as a going concern.


                                       6
<PAGE>

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.


<TABLE>
<CAPTION>
                                                                          Three Months Ended                 Nine Months Ended
                                                                              September 30,                    September 30,
                                                                     ------------------------------    ----------------------------
                                                                          2005            2004             2005             2004
                                                                     ------------    --------------    ------------    ------------
<S>                                                                  <C>             <C>               <C>             <C>
Net income (loss), as reported (numerator)                           $    116,024    $     (773,604)   $    173,795    $ (2,185,103)
                                                                     ============    ==============    ============    ============
Net income (loss),  for diluted earnings per share - income
available  to  shareholders  after  assumed  conversion  as
reported (numerator)
                                                                     $    128,123    $     (773,604)   $    204,872    $ (2,185,103)
                                                                     ============    ==============    ============    ============
Weighted  average  number  of  common  shares outstanding
(denominator) - basic                                                  25,026,928        23,358,186      24,693,771      15,446,455
                                                                     ------------    --------------    ------------    ------------
Effect of dilutive securities:
      Employee stock options                                            1,347,571                --       1,308,850              --
      Warrants                                                              5,211                --          38,580              --
      Convertible debentures                                              659,420                --         573,140              --
Weighted  average  number  of  common  shares outstanding
(denominator) - dilutive                                               27,039,130        23,358,186      26,614,341      15,446,455
                                                                     ------------    --------------    ------------    ------------

Net income (loss) per share - basic                                  $       0.00    $        (0.03)   $       0.01    $      (0.14)
                                                                     ============    ==============    ============    ============

Net income (loss) per share - diluted                                $       0.00    $        (0.03)   $       0.01    $      (0.14)
                                                                     ==============================================================
</TABLE>

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: 2,933,332 for the three months ended September 30,
2005 and 2,141,111 for the nine months ended September 30, 2005. All potentially
dilutive securities were excluded from the three and nine month periods ending
September 30, 2004.

Reclassifications

Certain amounts in the three months and nine months ended September 30, 2004
financial statements have been reclassified to conform to the 2005 presentation.

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
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 income (loss) and net income (loss) per share as
if the Company applied the fair value method.

                                       7
<PAGE>

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 income (loss) would have been:

<TABLE>
<CAPTION>
                                                                For the three months             For the nine months
                                                                ended September 30,               ended September 30,
                                                           ----------------------------      ----------------------------
                                                              2005              2004             2005              2004
                                                           -----------      -----------      -----------      -----------
<S>                                                        <C>              <C>              <C>              <C>
Net income (loss) from continuing                          $   116,024      $  (773,604)     $   173,795      $(2,185,103)
operations, as reported
Add stock-based employee compensation                            1,013           10,000            4,263           21,000
Expenses included in net income (loss)
Less total stock-based employee
compensation expense determined under the
fair value based method for all awards                         (30,807)         (82,163)         (93,580)        (206,395)
                                                           -----------      -----------      -----------      -----------
Pro forma net income (loss)                                $    86,230      $  (845,767)     $    84,478      $(2,370,498)
                                                           -----------      -----------      -----------      -----------

Earnings (loss) per share:

Basic - as reported                                        $      0.00      $     (0.03)     $      0.01       $   (0.14)
Diluted - as reported                                      $      0.00      $     (0.03)     $      0.01       $   (0.14)
Basic - pro forma                                          $      0.00      $     (0.04)     $      0.00       $   (0.15)
Diluted - pro forma                                        $      0.00      $     (0.03)     $      0.01       $   (0.14)
</TABLE>

4.    CONTRACTS

A)    CONSTRUCTION CONTRACTS

Construction contracts receivable were comprised of the following at September
30, 2005:

Contract receivables billed:
Completed contracts                                             $     1,349,280
Contracts in progress                                                 2,729,899
Retainage                                                               113,993
Less: Allowance for doubtful accounts                                  (283,404)
                                                                ---------------
                                                                $     3,909,768

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.

                                       8
<PAGE>

Balances at September 30, 2005 were comprised of the following:

Costs incurred on uncompleted contracts                         $     2,905,921
Estimated earnings                                                    1,482,776
                                                                ---------------
                                                                      4,388,697
Less: Billings to date                                               (3,396,455)
                                                                ---------------
                                                                $       992,242

Balance sheet presentation:
Unbilled revenue                                                $     1,608,321
Deferred revenue                                                       (616,079)
                                                                ---------------
                                                                $       992,242

B)   INSURANCE CONTRACTS

Balance sheet presentation:                                     $            --
Unbilled                                                                 (9,814)
                                                                ---------------
Deferred revenue                                                $        (9,814)
                                                             s   ===============

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 for both construction and insurance contracts.


5.    IMPAIRMENT

On August 10, 2004, RG acquired all of the common stock of Practical Building
Solutions Inc ("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 55,556 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.

On December 16, 2004, the Company determined that as a result of a material
impairment of PBS, the Company 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 was impaired and the Company recorded this amount
as Impairment of Goodwill in the Consolidated 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 Statement of
Operations for the year ended December 31, 2004.

On March 16, 2005, the 55,556 shares of RG's common stock shares at $2.10 per
share held in escrow related to the acquisition of PBS were cancelled. This
transaction was recorded as a recovery of impairment of $116,669 in the first
quarter of 2005 as reflected in the statement of operations.

6.    DEBT

SHORT-TERM DEBT

Short-term debt at September 30, 2005 consisted of the following:

                                       9
<PAGE>

On March 1, 2005, RG entered into a revolving line of credit facility with a
bank in the amount of $50,000 and $47,676 was initially received by the Company
against the facility. On March 31, 2005, RG made a principal payment of $30,000
reducing the outstanding balance of the facility to $17,676 as of March 31,
2005. On June 17, 2005, the Company replaced this revolving line of credit
facility with a new one in the amount of $140,000. In June 2005, the Company
received $139,582 against this revolving line of credit facility. The revolving
line of credit facility is fully secured by a $139,728 certificate of deposit.
The outstanding balance of this revolving line of credit facility is $139,582 at
September 30, 2005.

On May 17, 2005, RG entered into a revolving line of credit facility with a bank
in the amount of $40,000 and $40,000 was received by the Company against the
facility. The outstanding balance of this revolving line of credit facility is
$40,000 at September 30, 2005. The revolving line of credit facility is fully
secured by a $40,000 certificate of deposit.

On July 28, 2005, RG entered into a revolving line of credit facility with a
bank in the amount of $100,000 and $100,000 was received by the Company against
the facility. The outstanding balance of this revolving line of credit facility
is $100,000 at September 30, 2005. The revolving line of credit facility is
fully secured by a $100,000 certificate of deposit.

Notes payable - Related Party

In October 2003, we executed a $75,000 unsecured promissory note, of which
$24,792 was outstanding at December 31, 2004. The promissory note is with an
officer of RG, interest of 10% per annum and is due on demand. On January 31,
2005, RGA made a $12,500 principal payment on this note. In addition, $11,667
was reclassed from this officer's accrued payroll and added to this note,
leaving an outstanding balance of $23,959 as of September 30, 2005 (See Related
Party Transactions - Note 9).

In October 2003, the Company executed a $15,000 unsecured promissory note, of
which $3,120 was 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. From January through March of 2005, RGA made principal payments of $1,009
on this note and $979 was reclassed from the long-term portion, as a result, the
outstanding principal balance was $3,090 as of March 31, 2005. From April
through June of 2005, RGA made principal payments of $1,022 on this note and
$2,010 was reclassed from the long-term portion, as a result, the outstanding
principal balance was $4,079 as of June 30, 2005. From July through September of
2005, RGA made principal payments of $640 on this note and $632 was reclassed
from the long-term portion, as a result, the outstanding principal balance was
$4,070 as of September 30, 2005 (See Related Party Transactions Note 9).

In July 2004, we executed a $5,000 unsecured promissory note, of which $5,000 is
outstanding at September 30, 2005. The promissory note is with an officer of RG,
interest of 10% per annum and is due on demand.

Notes payable

In September 2003, the Company 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. The Company is accruing interest
at the rate of 15% per annum with the intent to repay the obligation when funds
are available. As of December 31, 2004, the principal outstanding balance was
$75,000. On March 11, 2005, RG made a $5,000 payment on this note. In addition,
construction related work of $23,269 was done at the unrelated third party's
home and was credited as a payment to this note, resulting in a $46,731
outstanding principal balance as of March 31, 2005. In June 2005, $1,100 was
reclassed from accounts payable to this note payable resulting in a $47,831
outstanding balance as of September 30, 2005.

Through May 2004, the Company had received $185,100 of proceeds in the form of a
loan from an unrelated third party. The Company is accruing interest at the rate
of 10% per annum for 90 days from June 15, 2004 and 18% subsequently. As of
December 31, 2004, the outstanding principal balance was $185,100.

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.

                                       10
<PAGE>

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 February 9, 2005, $2,500 of this loan converted into 4,167 shares of the
Company's stock. The outstanding principal balance of this note was $182,600 as
of September 30, 2005.

On February 5, 2005, the Company had received $7,000 of proceeds and on February
26, 2005 the Company had received $10,000 of proceeds in the form of a loan from
an unrelated third party. This loan is a non-interest bearing note and does not
have a defined repayment date. The outstanding principal balance of this note
was $17,000 as of September 30, 2005.

On August 9, 2005, the Company had received $5,000 of property and equipment
from an unrelated third party and in the form of a 10% per annum interest
bearing note and is due January 2006. The outstanding principal balance of this
note was $5,000 as of September 30, 2005.


Convertible Debenture Note

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 for up to $1,000,000 of senior subordinated convertible
debentures. From January through March 2005, we issued $400,000 of senior
subordinated convertible debentures and received $323,000 of cash proceeds, net
of $77,000 of expenses. The Company had used 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 debentures were due and payable on July 31, 2005.

In accordance with EITF Issue 98-5 as amended by EITF Issue 00-27, the Company
has evaluated that the $400,000 of senior subordinated convertible notes
discussed above have a beneficial conversion feature as the exercise price is
less than the fair value of the Company's common stock on the measurement date.
However, the beneficial conversion feature was determined to be immaterial and
the Company recorded no entry.

Effective July 30, 2005, the Company's Convertible Debenture Note was amended
such that the maturity date was changed to October 31, 2005 or the Company
having completed an offering of either debt or equity or both in excess of
$2,000,000. The Holder waived any and all defaults without further recourse
until the amended maturity date of October 31, 2005 was reached. In
consideration of the waiver and extension of the maturity date to October 31,
2005, the Company issued warrants to purchase the Company's $0.001 par value
common stock. For every $10,000 of principal amount of debenture outstanding,
the Holder received a warrant to purchase 1,000 of common stock at an exercise
price of $0.38 per share. As a result of there being $400,000 principal amount
of debentures outstanding, the Company issued 40,000 warrants to Holder with the
warrants expiring on July 30, 2008.

In September 2005, the Company's $400,000 of Convertible Debenture Notes
converted into 888,896 shares of the Company's common stock at a price of $0.45
per share. In addition, the Convertible Debenture Note related accrued interest
of $30,386 converted into 67,525 shares of the Company's common stock at a price
of $0.45 per share.

                                       11
<PAGE>


LONG-TERM DEBT

Long-term Debt - Related Party

In October 2003, the Company executed a $15,000 unsecured promissory note, of
which $10,818 was outstanding at December 31, 2004 and $7,699 was recorded as
long-term debt. 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. In March 2005, $979 was reclassed from long-term debt to
short-term debt. In June 2005, $2,010 was reclassed from long-term debt to
short-term debt. In September 2005, $632 was reclassed from long-term debt to
short-term debt (See Related Party Transactions Note 9).

7.    STOCKHOLDERS' EQUITY

Issuances of Common Stock

On February 9, 2005, the Company issued 4,167 shares of common stock at $0.60
per share in conversion of a note payable to a non-related party. The share
price of $0.60 was utilized as the fair market value on the grant date based
upon the price of common stock sold in a recent private placement offering.

In March 2005, the Company issued 72,500 shares of common stock in exchange for
rent payments owed an unrelated third party at $0.60 a share, and accrued
expenses on the Company's books were reduced $43,500. The share price of $0.60
was utilized as the fair market value on the grant date based upon the price of
common stock sold in a recent private placement offering.

On March 15, 2005, the Company issued 26,670 shares of RG's common stock at
approximately $0.30 per share related to an unrecorded 2004 stock transaction.
The share price of $0.30 was utilized as the fair market value on the grant date
based upon the price of common stock sold in a previous private placement
offering (2004 transaction that correlates to the first private placement).

On March 16, 2005, the 55,556 shares of RG's common stock shares at $2.10 per
share (post-split) held in escrow related to the acquisition of PBS were
cancelled. This transaction was recorded as a recovery of impairment of
$116,669.

On March 25, 2005, the 45,455 shares of RG's common stock shares for the
purchase of an insurance book of business at $0.66 per share. This transaction
was recorded as an addition of $30,000 to other non current assets. The share
price of $0.66 was utilized as the fair market value based upon the closing
price of common stock on the grant date.

In January, February, and March 2005, 337,502 shares of common stock were issued
from previously recorded Common Stock subscribed.

In June 2005, the Company issued 172,000 shares of common stock in exchange for
sales commissions owed an employee at approximately $0.23 a share, and accrued
expenses on the Company's books were reduced $40,333. The share price of $0.23
was utilized as the fair market value based upon the closing price of common
stock on the grant date.

In June 2005, the Company issued 38,095 shares of common stock in exchange for
expense reimbursements owed a former officer at $0.21 a share, and accrued
expenses on the Company's books were reduced $8,000. The share price of $0.21
was utilized as the fair market value based upon the closing price of common
stock on the grant date.

In June 2005, the Company issued 70,000 shares of common stock in exchange for
consulting services owed a third party at approximately $0.18 a share, and
accounts payable on the Company's books were reduced $12,500. The share price of
$0.18 was utilized as the fair market value based upon the closing price of
common stock on the grant date.

                                       12
<PAGE>

In June 2005, the Company issued 3,200 shares of common stock in exchange for
consulting services owed a third party at $0.60 a share, and accounts payable on
the Company's books were reduced $1,920. The share price of $0.60 was utilized
based upon negotiations over several months between the consultant and the
Company.

In June 2005, the Company issued 47,842 shares of common stock in exchange for
expense reimbursements owed an officer at $0.21 a share, and accounts payable on
the Company's books were reduced $10,047. The share price of $0.21 was utilized
as the fair market value based upon the closing price of common stock on the
grant date.

In April, May, and June 2005, 26,666 shares of common stock were issued from
previously recorded Common Stock subscribed. In August 2005, the Company issued
7,050 shares of common stock in exchange for consulting services owed a third
party at $0.60 a share, and accounts payable on the Company's books were reduced
$4,230. The share price of $0.60 was utilized based upon negotiations between
the consultant and the Company.

In August 2005, the Company issued 48,000 shares of common stock in exchange for
salary owed an employee at $0.21 a share, and accrued salaries on the Company's
books were reduced $10,080. The share price of $0.21 was utilized as the fair
market value based upon the closing price of common stock on the grant date.

In July, August, and September 2005, 98,571 shares of common stock were issued
from previously recorded Common Stock subscribed.


Common Stock Subscribed

In January, February, and March 2005, 337,502 shares of common stock were issued
from previously recorded Common Stock subscribed.

In June 2005, the Company subscribed 95,238 shares of common stock in exchange
for consulting services owed two officers at $0.21 a share, and accrued expenses
on the Company's books were reduced $20,000. The share price of $0.21 was
utilized as the fair market value based upon the closing price of common stock
on the grant date.

In April, May, and June 2005, 26,666 shares of common stock were issued from
previously recorded Common Stock subscribed. In September 2005, the Company's
$400,000 of Convertible Debenture Notes converted into 888,896 shares of the
Company's common stock at a price of $0.45 per share. In addition, the
Convertible Debenture Note related accrued interest of $30,386 converted into
67,525 shares of the Company's common stock at a price of $0.45 per share. The
share price of $0.45 was utilized as a negotiated discount to the fair market
value based upon the closing price of common stock on the grant date.

In September 2005, the Company subscribed 2,655,556 shares of common stock at
the price of $0.45 per share raising $1,195,000. The Company paid two third
parties at total of $180,350 out of the stock issuance proceeds for equity
consulting services and this cost was recorded as a reduction of additional paid
in capital. In addition to this cash payment, the Company issued 26,556 shares
of company stock priced at $0.45 per share valued at $11,950 to a third party
and the cost was recorded as a reduction of additional paid in capital. Finally,
the Company issued a three year warrant to a third party to purchase 252,910
shares of the Company's common stock at an exercise price of $0.4725 per share.
The Black Scholes valuation of this warrant is $80,781 and was recorded as a
reduction of additional paid in capital. The share price of $0.4725 was utilized
as a negotiated discount to the fair market value based upon the closing price
of common stock on the grant date.

                                       13
<PAGE>

Common Stock Warrants

In March 2005, the Company granted warrants to purchase 66,667 shares of our
common stock at an exercise price of $0.63 per share, to an unrelated third
party. The warrants were issued in exchange for financial advisor services from
Spencer Clarke LLC ("Spencer Clarke") in which Spencer Clarke assisted with the
issuance of $400,000 of senior subordinated convertible debentures for the
Company. The share price of $0.63 was utilized based upon the terms described in
the Financial Advisory Agreement between the Company and Spencer Clarke.
Specifically, the $0.63 per share was determined at 105% of common stock that
would be issued upon conversion of the subordinated convertible debentures at
$0.60 per share. The $0.60 per share was based upon the price of common stock
sold in a recent private placement offering.

The Company evaluated the warrant issuance in accordance with FAS 123 and
utilized the Black Scholes method to determine valuation. As a result of its
evaluation, the Company determined that the warrant valuation was $27,357 and
recorded this amount to interest expense and additional paid in capital.

In the event holders of the senior subordinated convertible debentures elect
their option to convert such debt to common stock, they will be issued common
stock warrants equal to 105% of the common stock issued upon conversion at an
exercise price of $0.60 per warrant. Based upon the issuance of $400,000 of
senior subordinated convertible debentures, if all $400,000 was converted, the
Company would issue 700,000 warrants to the senior subordinated convertible
debenture holders and the Company would evaluate the warrant issuance in
accordance with FAS 123 utilizing the Black Scholes method to determine
valuation.

Effective July 30, 2005, the Company's Convertible Debenture Note was amended
such that the maturity date was changed to October 31, 2005 or the Company
having completed an offering of either debt or equity or both in excess of
$2,000,000. The Holder waived any and all defaults without further recourse
until the amended maturity date of October 31, 2005 was reached. In
consideration of the waiver and extension of the maturity date to October 31,
2005, the Company issued warrants to purchase the Company's $0.001 par value
common stock. For every $10,000 of principal amount of debenture outstanding,
the Holder received a warrant to purchase 1,000 of common stock at an exercise
price of $0.38 per share. As a result of there being $400,000 principal amount
of debentures outstanding, the Company issued 40,000 warrants to Holder with the
warrants expiring on July 30, 2008.

In September 2005, the Company modified an existing warrant issued to a Spencer
Clarke related to the issuance of the Company's senior subordinated convertible
debentures based upon the terms described in the Financial Advisory Agreement
between the Company and Spencer Clarke. The modification included increasing the
number of common stock shares to be purchased from 66,666 shares to 88,888
shares. In addition, the strike price decreased from $0.63 per share to $0.4725.
The Company evaluated the warrant issuance modification in accordance with FAS
123 and utilized the Black Scholes method to determine modification valuation.
As a result of its evaluation, the Company determined that the warrant
modification valuation was $1,035 and recorded this amount to interest expense
and common stock warrants.

                                       14
<PAGE>

Related to September 2005 equity consulting, the Company issued a three year
warrant to a third party to purchase 252,910 shares of the Company's common
stock at an exercise price of $0.4725 per share. The Company evaluated the
warrant issuance in accordance with FAS 123 and utilized the Black Scholes
method to determine valuation. As a result of its evaluation, the Company
determined that the warrant valuation was $80,781 and recorded this amount to
additional paid in capital and common stock warrants. The $0.4725 per share was
based upon the 105% of the price of common stock sold in a recent private
placement offering.

The Company issued a three year warrant to the Company's Convertible Debenture
Note holders to purchase 700,000 shares of the Company's common stock at an
exercise price of $0.63 per share. The warrant issuance was triggered by the
September 2005 conversion of the Company's Convertible Debenture Notes into the
Company's common stock per the original Convertible Debenture Note agreements.
The Company evaluated the warrant issuance in accordance with FAS 123 and
utilized the Black Scholes method to determine valuation. As a result of its
evaluation, the Company determined that the warrant valuation was $209,919 and
recorded this amount to additional paid in capital and common stock warrants.
The $0.63 per share was based upon the 105% of the price of common stock sold in
a recent private placement offering at the time the Company's Convertible
Debenture Notes were issued.

Stock Options

From January thru March 2005, 233,333 employee stock options were granted to
three employees at a strike price of $0.30 per share and 833,334 stock options
were granted to two consultants at a strike price of $0.50 per share. The stock
options to employees at $0.30 per share were based upon a previous private
placement offering. The stock options to the consultants at $0.50 per share was
based upon a previous private placement offering and adjusted higher to reflect
a premium of 67% in exchange for immediate vesting of the stock options. In
addition, in February 2005, 833,334 employee stock options were cancelled for
two employees at a strike price of $0.30 per share. From April thru June 2005,
426,667 employee stock options were granted to three employees at a strike price
of $0.30 per share. The stock options to employees at $0.30 per share were based
upon a previous private placement offering. In addition, in June 2005, 416,664
employee stock options were cancelled for a former officer at a strike price of
$0.30 per share. In August 2005, 50,000 employee stock options were granted to
one employee at a strike price of $0.30 per share. The stock options to
employees at $0.30 per share were based upon a previous private placement
offering.

8.    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.

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, we have included all amounts in accounts payable as of September
30, 2005.

We have included $113,928 of unpaid Federal payroll taxes and employee
withholdings and related penalties and interest in the account classified
withholding taxes payable as of September 30, 2005. Of this liability, $58,649
is for RGA and the Company has structured an agreement with the Internal Revenue
Service to pay the entire amount. In addition, with the acquisition of PBS, the
Company assumed PBS's $55,279 of unpaid Federal payroll taxes and employee
withholdings and related penalties and interest.

                                       15
<PAGE>

Through the Company's subsidiary, RGA, the Company leased their corporate
headquarters under a short-term lease that expired in December 2003 and that was
continued on a month-to-month basis at a monthly rental rate of $12,971 thru
August 31, 2005. Effective September 1, 2005, the Company signed a 26 month
lease and relocated the corporate headquarters to 1507 Capital Avenue #101,
Plano, TX 75074. The premises consist of approximately 6,636 square feet of
office and warehouse space. Base rent of $4,000 per month will start November 1,
2005, with a total of $96,000 paid over the life of the lease.

The Company is 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 the Company when employment
is terminated.

Currently the Company's Chief Financial Officer and Corporate Controller are
consultants and not employees of the Company. It is anticipated as the Company
successfully implements its business strategy in the near future, a full time
Chief Financial Officer and Corporate Controller will be hired by the Company.
However, the Company believes the financial services provided by the Chief
Financial Officer and Corporate Controller meet its requirements at this point
in time.

See Subsequent Events Note 10 related to recent correspondence received by the
Company from the SEC.

9.    RELATED PARTY TRANSACTIONS

In October 2003, the Company executed a $75,000 unsecured promissory note, of
which $23,959 is outstanding at September 30, 2005. 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, the Company executed a $15,000 unsecured promissory
note, of which $8,148 is outstanding at September 30, 2005. 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.

The Chairman of the Board earns $4,250 bi-weekly for consulting services. For
January thru March 2005, $1,050 was paid resulting in a balance of $38,700
outstanding at March 31, 2005. For April thru June 2005, $29,250 was paid
resulting in a balance of $39,200 outstanding at June 30, 2005. For July thru
September 2005, 30,700 was paid resulting in a balance of $38,250 outstanding at
September 30, 2005.

In June 2005, the Company's Chief Operating Officer and who is also a Director,
forgave $179,369 of commissions due and payable in relation to Florida storm
related business. In June 2005, the father of our Senior Vice President forgave
$44,011 of commissions due and payable in relation to Florida storm related
business. In June 2005, the Company's Chief Executive Officer and who is also a
Director, forgave $10,000 of salary due and payable. In June 2005, the Company's
Senior Vice President forgave $10,000 of salary due and payable. In June 2005,
the Company's Chairman of the Board, who is also the father of the Company's
Chief Executive Officer and Chief Operating Officer, forgave $10,000 of
consulting fees due and payable. In June 2005, the Company's Chief Financial
Officer, who is a consultant of the Company, forgave $10,000 of consulting fees
due and payable. As a result of the above items, the Company's directors,
officers and consultants forgave a total of $263,380, comprised of $223,380 of
commissions, $20,000 of compensation and $20,000 of consulting.

                                       16
<PAGE>

10.   SUBSEQUENT EVENTS

In August 2005, the Company received correspondence from the SEC. The
correspondence related to SEC Staff comments, in the ordinary course of
business, regarding the Company's Form 10-KSB for the year ended December 31,
2004 and the Company's Form 10-QSB for the three months ended March 31, 2005.
The Company replied to the SEC comments before the end of August 2005. On
October 13, 2005, the Company received correspondence from the SEC regarding our
response made in August 2005. The Company plans to reply to this correspondence
before the end of November 2005.

On October 12, 2005 (the "Transaction Date"), RG America, Inc., a Nevada
corporation (the "Registrant"), acquired all of the common stock of Total
Professional Restoration, Inc. ("Seller"). The aggregate purchase was
$750,000.00 plus the balance of Registrant's outstanding debt to Seller. The
terms included (1) purchase price of $750,000.00 paid by the issuance of one
million eight Hundred Seventy Five Thousand (1,875,000) restricted shares of
Registrant's $0.0001 par value Common Stock ("Common Stock"), based upon a share
price of forty cents ($0.40) per share, that will vest ratably to seller over
five year's of employment with RG, and (2) At Seller's sole option , the option
to convert the outstanding debt owed by Registrant to Seller into restricted
shares of Registrant's Common Stock based upon a share price of thirty cents
($0.30) per share. The option period is for ninety (90) days subsequent to the
Transaction Date.

Additionally, on the Transaction Date, Registrant entered into an employment
agreement with Mr. Jerod Yates, the previous sole owner of Seller. The
acquisition and employment agreements are filed on Form 8-K.

Effective October 31, 2005, Registrant entered into a Security Agreement with
Laurus Master Fund, Ltd. ("Laurus") for the sale by Registrant to Laurus of a
$1,400,000 secured convertible minimum borrowing note ("Minimum Borrowing Note")
and a secured revolving note up to a maximum of $10,000,000 ("Revolving Note").
In connection with the Minimum Borrowing Note and the Revolving Note, Registrant
issued to Laurus a common stock purchase warrant ("Warrant") to purchase up to
2,962,963 shares of Registrants $0.001 par value per share common stock ("Common
Stock") at $0.78 per share with a seven year term. Additionally, Registrant and
Laurus entered into a registration rights agreement ("Registration Rights
Agreement") covering the registration Common Stock underlying the Minimum
Borrowing Note and the Warrant.

The Minimum Borrowing Note has an interest rate of Prime plus two percent (2.0%)
and shall not be any time less than six percent (6.0%). The Minimum Borrowing
Note is due together with any unpaid and accrued interest hereon, on October 31,
2008 (Maturity Date"). Laurus shall have the option, but not the obligation, at
any time until the Maturity Date to convert all or any portion of the Minimum
Borrowing Note and accrued interest into Common Stock at an exercise price of
$0.71 per share. Additionally, Registrant has the option, but not the
obligation, to prepay the Minimum Borrowing Note by paying Laurus one hundred
thirty percent (130%) of the principal amount of the Minimum Borrowing Note plus
accrued and unpaid interest. As a result of the Minimum Borrowing Note,
Registrant obtained $878,000 of proceeds, net of $522,000 of expenses. Of the
$522,000 of expenses, $300,000 was paid to Registrant's financial agent, Spencer
Clarke, LLC for financial agent fees, $220,000 was paid to Laurus Capital
Management, LLC for management, due-diligence and documentation fees, and $2,000
was paid to Loeb & Loeb LLP for escrow fees.

The Revolving Note has an interest rate of Prime plus two percent (2.0%) and
shall not be any time less than six percent (6.0%). The Revolving Note is due
together with any unpaid and accrued interest hereon, on the Maturity Date.
Laurus shall have the option, but not the obligation, at any time until the
Maturity Date to convert all or any portion of the Revolving Note and accrued
interest into Common Stock at an exercise price of $0.71 per share.

The Security Agreement includes among other things, a stock pledge agreement, a
guaranty from Registrant and all of its subsidiaries and certain covenants and
obligations in order to secure the funds obtained from the above mentioned
items. The Security Agreement also includes a funding formula that determines a
maximum amount of funds that Registrant can be advanced at any point in time and
an allowance for Laurus to override the formula and advance registrant funds
over the funding formula. Laurus elected the option to override the formula and
advanced Registrant $250,000 on October 31, 2005. The advance has an interest
rate of Prime plus five percent (5.0%) and is due and payable with accrued
interest on May 1, 2006.

                                       17
<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

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, 2004.

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 CEO,
President 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

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 for up to $1,000,000 of senior subordinated convertible
debentures. From January through March 2005, we issued $400,000 of senior
subordinated convertible debentures and received $323,000 of cash proceeds, net
of $77,000 of expenses. We have used 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 debentures were due and payable on July 31, 2005.

                                       18
<PAGE>

Effective July 30, 2005, the Company's Convertible Debenture Note was amended
such that the maturity date was changed to October 31, 2005 or the Company
having completed an offering of either debt or equity or both in excess of
$2,000,000. The Holder waived any and all defaults without further recourse
until the amended maturity date of October 31, 2005 was reached. In
consideration of the waiver and extension of the maturity date to October 31,
2005, the Company issued warrants to purchase the Company's $0.001 par value
common stock. For every $10,000 of principal amount of debenture outstanding,
the Holder received a warrant to purchase 1,000 of common stock at an exercise
price of $0.38 per share. As a result of there being $400,000 principal amount
of debentures outstanding, the Company issued 40,000 warrants to Holder with the
warrants expiring on July 30, 2008.

We have included $113,928 of unpaid Federal payroll taxes and employee
withholdings and related penalties and interest in the account classified
withholding taxes payable as of September 30, 2005. Of this liability, $58,649
is for RGA and the Company has structured an agreement with the Internal Revenue
Service to pay the entire amount. In addition, with the acquisition of PBS, the
Company assumed PBS's $55,279 of unpaid Federal payroll taxes and employee
withholdings and related penalties and interest.

On August 3, 2005, Andy England resigned his position as Chief Technology
Officer of the Company. There were no disagreements with the Company on any
matter related to the Company's operations, policies or practices.

In August 2005, the Company received correspondence from the SEC. The
correspondence related to SEC Staff comments, in the ordinary course of
business, regarding the Company's Form 10-KSB for the year ended December 31,
2004 and the Company's Form 10-QSB for the three months ended March 31, 2005.
The Company replied to the SEC comments before the end of August 2005. On
October 13, 2005, the Company received correspondence from the SEC regarding our
response made in August 2005. The Company plans to reply to this correspondence
before the end of November 2005.

On October 12, 2005 (the "Transaction Date"), RG America, Inc., a Nevada
corporation (the "Registrant"), acquired all of the common stock of Total
Professional Restoration, Inc. ("Seller"). The aggregate purchase was
$750,000.00 plus the balance of Registrant's outstanding debt to Seller. The
terms included (1) purchase price of $750,000.00 paid by the issuance of one
million eight Hundred Seventy Five Thousand (1,875,000) restricted shares of
Registrant's $0.0001 par value Common Stock ("Common Stock"), based upon a share
price of forty cents ($0.40) per share, that will vest ratably to seller over
five year's of employment with RG, and (2) At Seller's sole option , the option
to convert the outstanding debt owed by Registrant to Seller into restricted
shares of Registrant's Common Stock based upon a share price of thirty cents
($0.30) per share. The option period is for ninety (90) days subsequent to the
Transaction Date.

Additionally, on the Transaction Date, Registrant entered into an employment
agreement with Mr. Jerod Yates, the previous sole owner of Seller. The
acquisition and employment agreements are filed on Form 8-K.

Effective October 31, 2005, Registrant entered into a Security Agreement with
Laurus Master Fund, Ltd. ("Laurus") for the sale by Registrant to Laurus of a
$1,400,000 secured convertible minimum borrowing note ("Minimum Borrowing Note")
and a secured revolving note up to a maximum of $10,000,000 ("Revolving Note").
In connection with the Minimum Borrowing Note and the Revolving Note, Registrant
issued to Laurus a common stock purchase warrant ("Warrant") to purchase up to
2,962,963 shares of Registrants $0.001 par value per share common stock ("Common
Stock") at $0.78 per share with a seven year term. Additionally, Registrant and
Laurus entered into a registration rights agreement ("Registration Rights
Agreement") covering the registration Common Stock underlying the Minimum
Borrowing Note and the Warrant.

                                       19
<PAGE>

The Minimum Borrowing Note has an interest rate of Prime plus two percent (2.0%)
and shall not be any time less than six percent (6.0%). The Minimum Borrowing
Note is due together with any unpaid and accrued interest hereon, on October 31,
2008 (Maturity Date"). Laurus shall have the option, but not the obligation, at
any time until the Maturity Date to convert all or any portion of the Minimum
Borrowing Note and accrued interest into Common Stock at an exercise price of
$0.71 per share. Additionally, Registrant has the option, but not the
obligation, to prepay the Minimum Borrowing Note by paying Laurus one hundred
thirty percent (130%) of the principal amount of the Minimum Borrowing Note plus
accrued and unpaid interest. As a result of the Minimum Borrowing Note,
Registrant obtained $878,000 of proceeds, net of $522,000 of expenses. Of the
$522,000 of expenses, $300,000 was paid to Registrant's financial agent, Spencer
Clarke, LLC for financial agent fees, $220,000 was paid to Laurus Capital
Management, LLC for management, due-diligence and documentation fees, and $2,000
was paid to Loeb & Loeb LLP for escrow fees.

The Revolving Note has an interest rate of Prime plus two percent (2.0%) and
shall not be any time less than six percent (6.0%). The Revolving Note is due
together with any unpaid and accrued interest hereon, on the Maturity Date.
Laurus shall have the option, but not the obligation, at any time until the
Maturity Date to convert all or any portion of the Revolving Note and accrued
interest into Common Stock at an exercise price of $0.71 per share.

The Security Agreement includes among other things, a stock pledge agreement, a
guaranty from Registrant and all of its subsidiaries and certain covenants and
obligations in order to secure the funds obtained from the above mentioned
items. The Security Agreement also includes a funding formula that determines a
maximum amount of funds that Registrant can be advanced at any point in time and
an allowance for Laurus to override the formula and advance registrant funds
over the funding formula. Laurus elected the option to override the formula and
advanced Registrant $250,000 on October 31, 2005. The advance has an interest
rate of Prime plus five percent (5.0%) and is due and payable with accrued
interest on May 1, 2006.

                                       20
<PAGE>

RESULTS OF OPERATIONS

Three and nine months ended September 30, 2005 compared to the three and nine
months ended September 30, 2004


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


<TABLE>
<CAPTION>
                                                                    Three Months Ended                    Nine Months Ended
                                                                      September 30,                         September 30,
                                                           --------------------------------        --------------------------------
                                                               2005                 2004               2005                2004
                                                           ------------        ------------        ------------        ------------

<S>                                                        <C>                 <C>                 <C>                 <C>
Revenues                                                   $  5,295,053        $    476,689        $ 10,314,571        $  1,762,766

Cost of revenues                                              3,435,377             262,150           6,281,345           1,340,848
                                                           ------------        ------------        ------------        ------------
Gross profit                                                  1,859,676             214,539             421,918
                                                                                                                          4,033,226

Operating expenses:
Selling, general and administrative                             398,854             144,912             986,516             401,841
Compensation, payroll taxes and benefits                        801,718             388,244           1,556,507           1,107,238
Stock compensation                                                5,243             280,668             320,081             448,404
Consulting and contract labor                                   184,098              81,262             305,877             284,803
Professional                                                     64,931              15,892             196,236             247,974
Recovery of impairment                                               --                  --            (116,669)                 --
Write-off leasehold improvement                                 123,230                  --             123,230                  --
Rent                                                             79,773              44,240             232,112             121,941
Depreciation                                                     31,188              17,024              71,631              36,208
                                                           ------------        ------------        ------------        ------------
Total operating expenses                                      1,689,035             972,242           3,675,521           2,648,409
                                                           ------------        ------------        ------------        ------------


Income (loss) from operations                                   170,641            (757,703)            357,705          (2,226,491)

Other income (expense):

Other income (expense), net                                          --                  --               2,096              68,147
Interest and financing cost, net                                (54,617)            (15,901)           (186,006)            (26,759)
                                                           ------------        ------------        ------------        ------------
Total other income (expense)
                                                                (54,617)            (15,901)           (183,910)             41,388
                                                           ------------        ------------        ------------        ------------

Net income (loss)                                          $    116,024        $   (773,604)       $    173,795        $ (2,185,103)
                                                           ============        ============        ============        ============
</TABLE>

Three Months Ended September 30, 2005

Revenue:
Operating revenue increased $4,818,364, or 1,011%, to $5,295,053 for the three
months ended September 30, 2005, from $476,689 for the three months ended
September 30, 2004. The increase was primarily the result of RGA's storm related
construction work in Florida and Mississippi.

Cost of Sales:
Cost of sales increased $3,173,227, or 1,210%, to $3,435,377 for the three
months ended September 30, 2005, from $262,150 for the three months ended
September 30, 2004. The increase was primarily the result of RGA's storm related
construction work in Florida and Mississippi.

                                       21
<PAGE>

Operating Expenses:
Operating expenses increased $716,793 or 74%, to $1,689,035 for the three months
ended September 30, 2005 from $972,242 for the three months ended September 30,
2004. The increase was primarily the result of $253,942 of increased SGA,
$413,474 of increased compensation, and $102,836 of increased consulting and
contract labor as result of RGA's increased storm related construction work in
Florida and Mississippi. In addition, the Company wrote off $123,230 of
leasehold improvements related to the previous corporate headquarters offices.
These increases were offset by $275,425 related to less use of outside
consultants paid with Company stock.

Other Income (Expense):
Other expense increased $38,716, or 243% to $54,617 of expense for the three
months ended September 30, 2005 from $15,901 of expense for the three months
ended September 30, 2004. The increase was primarily the result of interest
expense on debenture notes and $40,000 of placement fees.

Nine Months Ended September 30, 2005

Revenue:
Operating revenue increased $8,551,805, or 485%, to $10,314,571 for the nine
months ended September 30, 2005, from $1,762,766 for the nine months ended
September 30, 2004. The increase was primarily the result of RGA's storm related
construction work in Florida and Mississippi.

Cost of Sales:
Cost of sales increased $4,940,497, or 368%, to $6,281,345 for the nine months
ended September 30, 2005, from $1,340,848 for the nine months ended September
30, 2004. The increase was primarily the result of RGA's storm related
construction work in Florida and Mississippi.

Operating Expenses:
Operating expenses increased $1,027,112, or 39%, to $3,675,521 for the nine
months ended September 30, 2005 from $2,648,409 for the nine months ended
September 30, 2004. The increase was primarily the result of $584,675 of
increased SGA, $449,269 of increased compensation, and $110,171 of increased
rent as result of RGA's increased storm related construction work in Florida and
Mississippi. In addition, the Company wrote off $123,230 of leasehold
improvements related to the previous corporate headquarters offices. These
increases were offset by $128,323 related to less use of outside consultants
paid with Company stock and offset by $116,669 of recovery of goodwill
impairment.

Other Income (Expense):
Other income (expense) decreased $225,298, or 544% to $183,910 of expense for
the nine months ended September 30, 2005 from $41,388 of income for the nine
months ended September 30, 2004. The decrease is primarily the result of
approximately $92,000 of placement fees, $28,000 of warrant value expense
related to the issuance of convertible debenture notes, and interest expense on
debenture notes.

Liquidity and Capital Resources

Cash and cash equivalents were $255,505 at September 30, 2005 as compared to
$111,345 at December 31, 2004 and working capital deficit was $213,843 at
September 30, 2005 as compared to $1,877,384 at December 31, 2004. The decrease
in the working capital deficit is primarily due to the issuance of convertible
debenture notes in the amount of $400,000, the issuance of common stock in the
amount of $1,195,000 net of $180,350 in placement fees and increased cash flow
from operations.

Operating Activities: Net cash used by operating activities was $576,174 for the
nine months ended September 30, 2005 compared to $534,972 used in operating
activities for the nine months ended September 30, 2004. The decrease in cash
provided by operations resulted primarily from the Company's RGA's storm related
construction work in Florida and Mississippi.

                                       22
<PAGE>

Investing Activities: Net cash used in investing activities was $805,713 for the
nine months ended September 30, 2005 compared to $465,341 for the nine months
ended September 30, 2004. The increase in cash used in investing activities was
primarily result of an acquisition purchase price adjustment of $404,860 in the
nine months ended September 30, 2004 offset by $279,728 certificate of deposit
securing the company's revolving line of credit facility, and an increase of
$525,985 for purchases of property and equipment related to the Company's
construction business in the nine months ended September 30, 2005.

Financing Activities: Net cash provided by financing activities was $1,526,047
for the nine months ended September 30, 2005 compared to $992,223 for the nine
months ended September 30, 2004. The increase of net cash provided by financing
activities of $533,824 is primarily result of $400,000 proceeds from issuance of
convertible debenture notes and the $309,582 proceeds from a bank line of credit
in the nine months ended September 30, 2005 offset by a $156,216 repayment of
notes payable related party in the nine months ended September 30, 2004.


SHORT-TERM DEBT

Short-term debt at September 30, 2005 consisted of the following:

On March 1, 2005, RG entered into a revolving line of credit facility with a
bank in the amount of $50,000 and $47,676 was initially received by the Company
against the facility. On March 31, 2005, RG made a principal payment of $30,000
reducing the outstanding balance of the facility to $17,676 as of March 31,
2005. On June 17, 2005, the Company replaced this revolving line of credit
facility with a new one in the amount of $140,000. In June 2005, the Company
received $139,582 against this revolving line of credit facility. The revolving
line of credit facility is fully secured by a $139,728 certificate of deposit.
The outstanding balance of this revolving line of credit facility is $139,582 at
September 30, 2005.

On May 17, 2005, RG entered into a revolving line of credit facility with a bank
in the amount of $40,000 and $40,000 was received by the Company against the
facility. The outstanding balance of this revolving line of credit facility is
$40,000 at September 30, 2005. The revolving line of credit facility is fully
secured by a $40,000 certificate of deposit.

On July 28, 2005, RG entered into a revolving line of credit facility with a
bank in the amount of $100,000 and $100,000 was received by the Company against
the facility. The outstanding balance of this revolving line of credit facility
is $100,000 at September 30, 2005. The revolving line of credit facility is
fully secured by a $100,000 certificate of deposit.

Notes payable - Related Party

In October 2003, we executed a $75,000 unsecured promissory note, of which
$24,792 was outstanding at December 31, 2004. The promissory note is with an
officer of RG, interest of 10% per annum and is due on demand. On January 31,
2005, RGA made a $12,500 principal payment on this note. In addition, $11,667
was reclassed from this officer's accrued payroll and added to this note,
leaving an outstanding balance of $23,959 as of September 30, 2005.

In October 2003, the Company executed a $15,000 unsecured promissory note, of
which $3,120 was 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. From January through March of 2005, RGA made principal payments of $1,009
on this note and $979 was reclassed from the long-term portion, as a result, the
outstanding principal balance was $3,090 as of March 31, 2005. From April
through June of 2005, RGA made principal payments of $1,022 on this note and
$2,010 was reclassed from the long-term portion, as a result, the outstanding
principal balance was $4,079 as of June 30, 2005. From July through September of
2005, RGA made principal payments of $640 on this note and $632 was reclassed
from the long-term portion, as a result, the outstanding principal balance was
$4,070 as of September 30, 2005.

In July 2004, we executed a $5,000 unsecured promissory note, of which $5,000 is
outstanding at September 30, 2005. The promissory note is with an officer of RG,
interest of 10% per annum and is due on demand.

                                       23
<PAGE>

Notes payable
In September 2003, the Company 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. The Company is accruing interest
at the rate of 15% per annum with the intent to repay the obligation when funds
are available. As of December 31, 2004, the principal outstanding balance was
$75,000. On March 11, 2005, RG made a $5,000 payment on this note. In addition,
construction related work of $23,269 was done at the unrelated third party's
home and was credited as a payment to this note, resulting in a $46,731
outstanding principal balance as of March 31, 2005. In June 2005, $1,100 was
reclassed from accounts payable to this note payable resulting in a $47,831
outstanding balance as of September 30, 2005.

Through May 2004, the Company had received $185,100 of proceeds in the form of a
loan from an unrelated third party. The Company is accruing interest at the rate
of 10% per annum for 90 days from June 15, 2004 and 18% subsequently. As of
December 31, 2004, the outstanding principal balance was $185,100. On February
9, 2005, $2,500 of this loan converted into 4,167 shares of the Company's stock.

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 February 5, 2005, the Company had received $7,000 of proceeds and on February
26, 2005 the Company had received $10,000 of proceeds in the form of a loan from
an unrelated third party. This loan is a non-interest bearing note and does not
have a defined repayment date. The outstanding principal balance of this note
was $17,000 as of September 30, 2005.

On August 9, 2005, the Company had received $5,000 of property and equipment
from an unrelated third party and in the form of a 10% per annum interest
bearing note and is due January 2006. The outstanding principal balance of this
note was $5,000 as of September 30, 2005.

Convertible Debenture Note

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 for up to $1,000,000 of senior subordinated convertible
debentures. From January through March 2005, we issued $400,000 of senior
subordinated convertible debentures and received $323,000 of cash proceeds, net
of $77,000 of expenses. The Company had used 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 debentures were due and payable on July 31, 2005.

In accordance with EITF Issue 98-5 as amended by EITF Issue 00-27, the Company
has evaluated that the $400,000 of senior subordinated convertible notes
discussed above have a beneficial conversion feature as the exercise price is
less than the fair value of the Company's common stock on the measurement date.
However, the beneficial conversion feature was determined to be immaterial and
the Company recorded no entry.

                                       24
<PAGE>

Effective July 30, 2005, the Company's Convertible Debenture Note was amended
such that the maturity date was changed to October 31, 2005 or the Company
having completed an offering of either debt or equity or both in excess of
$2,000,000. The Holder waived any and all defaults without further recourse
until the amended maturity date of October 31, 2005 was reached. In
consideration of the waiver and extension of the maturity date to October 31,
2005, the Company issued warrants to purchase the Company's $0.001 par value
common stock. For every $10,000 of principal amount of debenture outstanding,
the Holder received a warrant to purchase 1,000 of common stock at an exercise
price of $0.38 per share. As a result of there being $400,000 principal amount
of debentures outstanding, the Company issued 40,000 warrants to Holder with the
warrants expiring on July 30, 2008.

In September 2005, the Company's $400,000 of Convertible Debenture Notes
converted into 888,896 shares of the Company's common stock at a price of $0.45
per share. In addition, the Convertible Debenture Note related accrued interest
of $30,386 converted into 67,525 shares of the Company's common stock at a price
of $0.45 per share.


LONG-TERM DEBT

Long-term Debt - Related Party

In October 2003, the Company executed a $15,000 unsecured promissory note, of
which $10,818 was outstanding at December 31, 2004 and $7,699 was recorded as
long-term debt. 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. In March 2005, $979 was reclassed from long-term debt to
short-term debt. In June 2005, $2,010 was reclassed from long-term debt to
short-term debt. In September 2005, $632 was reclassed from long-term debt to
short-term debt.

STOCKHOLDERS' EQUITY

Issuances of Common Stock

On February 9, 2005, the Company issued 4,167 shares of common stock at $0.60
per share in conversion of a note payable to a non-related party. The share
price of $0.60 was utilized as the fair market value on the grant date based
upon the price of common stock sold in a recent private placement offering.

In March 2005, the Company issued 72,500 shares of common stock in exchange for
rent payments owed an unrelated third party at $0.60 a share, and accrued
expenses on the Company's books were reduced $43,500. The share price of $0.60
was utilized as the fair market value on the grant date based upon the price of
common stock sold in a recent private placement offering.

On March 15, 2005, the Company issued 26,670 shares of RG's common stock at
approximately $0.30 per share related to an unrecorded 2004 stock transaction.
The share price of $0.30 was utilized as the fair market value on the grant date
based upon the price of common stock sold in a previous private placement
offering (2004 transaction).

On March 16, 2005, the 55,556 shares of RG's common stock shares at $2.10 per
share held in escrow related to the acquisition of PBS were cancelled. This
transaction was recorded as a recovery of impairment of $116,669.

                                       25
<PAGE>

On March 25, 2005, the 45,455 shares of RG's common stock shares for the
purchase of an insurance book of business at $0.66 per share. This transaction
was recorded as an addition of $30,000 to other non current assets. The share
price of $0.66 was utilized as the fair market value based upon the closing
price of common stock on the grant date.

In January, February, and March 2005, 337,502 shares of common stock were issued
from previously recorded Common Stock subscribed.

In June 2005, the Company issued 172,000 shares of common stock in exchange for
sales commissions owed an employee at approximately $0.23 a share, and accrued
expenses on the Company's books were reduced $40,333. The share price of $0.23
was utilized as the fair market value based upon the closing price of common
stock on the grant date.

In June 2005, the Company issued 38,095 shares of common stock in exchange for
expense reimbursements owed a former officer at $0.21 a share, and accrued
expenses on the Company's books were reduced $8,000. The share price of $0.21
was utilized as the fair market value based upon the closing price of common
stock on the grant date.

In June 2005, the Company issued 70,000 shares of common stock in exchange for
consulting services owed a third party at approximately $0.18 a share, and
accounts payable on the Company's books were reduced $12,500. The share price of
$0.18 was utilized as the fair market value based upon the closing price of
common stock on the grant date.

In June 2005, the Company issued 3,200 shares of common stock in exchange for
consulting services owed a third party at $0.60 a share, and accounts payable on
the Company's books were reduced $1,920. The share price of $0.60 was utilized
based upon negotiations over several months between the consultant and the
Company.

In June 2005, the Company issued 47,842 shares of common stock in exchange for
expense reimbursements owed an officer at $0.21 a share, and accounts payable on
the Company's books were reduced $10,047. The share price of $0.21 was utilized
as the fair market value based upon the closing price of common stock on the
grant date.

In April, May, and June 2005, 26,666 shares of common stock were issued from
previously recorded Common Stock subscribed. In August 2005, the Company issued
7,050 shares of common stock in exchange for consulting services owed a third
party at $0.60 a share, and accounts payable on the Company's books were reduced
$4,230. The share price of $0.60 was utilized based upon negotiations between
the consultant and the Company.

In August 2005, the Company issued 48,000 shares of common stock in exchange for
salary owed an employee at $0.21 a share, and accrued salaries on the Company's
books were reduced $10,080. The share price of $0.21 was utilized as the fair
market value based upon the closing price of common stock on the grant date.

In July, August, and September 2005, 98,571 shares of common stock were issued
from previously recorded Common Stock subscribed.


Common Stock Subscribed

In January, February, and March 2005, 337,502 shares of common stock were issued
from previously recorded Common Stock subscribed.

                                       26
<PAGE>

In June 2005, the Company subscribed 95,238 shares of common stock in exchange
for consulting services owed two officers at $0.21 a share, and accrued expenses
on the Company's books were reduced $20,000. The share price of $0.21 was
utilized as the fair market value based upon the closing price of common stock
on the grant date.

In April, May, and June 2005, 26,666 shares of common stock were issued from
previously recorded Common Stock subscribed. In September 2005, the Company's
$400,000 of Convertible Debenture Notes converted into 888,896 shares of the
Company's common stock at a price of $0.45 per share. In addition, the
Convertible Debenture Note related accrued interest of $30,386 converted into
67,525 shares of the Company's common stock at a price of $0.45 per share. The
share price of $0.45 was utilized as a negotiated discount to the fair market
value based upon the closing price of common stock on the grant date.

In September 2005, the Company subscribed 2,655,556 shares of common stock at
the price of $0.45 per share raising $1,195,000. The Company paid two third
parties at total of $180,350 out of the stock issuance proceeds for equity
consulting services and this cost was recorded as a reduction of additional paid
in capital. In addition to this cash payment, the Company issued 26,556 shares
of company stock priced at $0.45 per share valued at $11,950 to a third party
and the cost was recorded as a reduction of additional paid in capital. Finally,
the Company issued a three year warrant to a third party to purchase 252,910
shares of the Company's common stock at an exercise price of $0.4725 per share.
The Black Scholes valuation of this warrant is $80,781 and was recorded as a
reduction of additional paid in capital. The share price of $0.4725 was utilized
as a negotiated discount to the fair market value based upon the closing price
of common stock on the grant date.

Common Stock Warrants

In March 2005, the Company granted warrants to purchase 66,667 shares of our
common stock at an exercise price of $0.63 per share, to an unrelated third
party. The warrants were issued in exchange for financial advisor services from
Spencer Clarke LLC ("Spencer Clarke") in which Spencer Clarke assisted with the
issuance of $400,000 of senior subordinated convertible debentures for the
Company. The share price of $0.63 was utilized based upon the terms described in
the Financial Advisory Agreement between the Company and Spencer Clarke.
Specifically, the $0.63 per share was determined at 105% of common stock that
would be issued upon conversion of the subordinated convertible debentures at
$0.60 per share. The $0.60 per share was based upon the price of common stock
sold in a recent private placement offering.

The Company evaluated the warrant issuance in accordance with FAS 123 and
utilized the Black Scholes method to determine valuation. As a result of its
evaluation, the Company determined that the warrant valuation was $27,357 and
recorded this amount to interest expense and additional paid in capital.

In the event holders of the senior subordinated convertible debentures elect
their option to convert such debt to common stock, they will be issued common
stock warrants equal to 105% of the common stock issued upon conversion at an
exercise price of $0.60 per warrant. Based upon the issuance of $400,000 of
senior subordinated convertible debentures, if all $400,000 was converted, the
Company would issue 700,000 warrants to the senior subordinated convertible
debenture holders and the Company would evaluate the warrant issuance in
accordance with FAS 123 utilizing the Black - Scholes method to determine
valuation.

Effective July 30, 2005, the Company's Convertible Debenture Note was amended
such that the maturity date was changed to October 31, 2005 or the Company
having completed an offering of either debt or equity or both in excess of
$2,000,000. The Holder waives any and all defaults without further recourse
until the amended maturity date of October 31, 2005 is reached. In consideration
of the waiver and extension of the maturity date to October 31, 2005, the
Company shall issue warrants to purchase the Company's $0.001 par value common
stock. For every $10,000 of principal amount of debenture outstanding, the
Holder will receive a warrant to purchase 1,000 shares of common stock at an
exercise price of $0.38 per share, which was a negotiated price for the waiver
and extension of the maturity date to October 31, 2005. As a result of there
being $400,000 principal amount of debentures outstanding, the Company will
issue 40,000 warrants to Holder with the warrants expiring on July 30, 2008.

                                       27
<PAGE>

In September 2005, the Company modified an existing warrant issued to a Spencer
Clarke related to the issuance of the Company's senior subordinated convertible
debentures based upon the terms described in the Financial Advisory Agreement
between the Company and Spencer Clarke. The modification included increasing the
number of common stock shares to be purchased from 66,666 shares to 88,888
shares. In addition, the strike price decreased from $0.63 per share to $0.4725.
The Company evaluated the warrant issuance modification in accordance with FAS
123 and utilized the Black - Scholes method to determine modification valuation.
As a result of its evaluation, the Company determined that the warrant
modification valuation was $1,035 and recorded this amount to interest expense
and common stock warrants.

Related to September 2005 equity consulting, the Company issued a three year
warrant to a third party to purchase 252,910 shares of the Company's common
stock at an exercise price of $0.4725 per share. The Company evaluated the
warrant issuance in accordance with FAS 123 and utilized the Black Scholes
method to determine valuation. As a result of its evaluation, the Company
determined that the warrant valuation was $80,781 and recorded this amount to
additional paid in capital and common stock warrants. The $0.4725 per share was
based upon the 105% of the price of common stock sold in a recent private
placement offering.

The Company issued a three year warrant to the Company's Convertible Debenture
Note holders to purchase 700,000 shares of the Company's common stock at an
exercise price of $0.63 per share. The warrant issuance was triggered by the
September 2005 conversion of the Company's Convertible Debenture Notes into the
Company's common stock per the original Convertible Debenture Note agreements.
The Company evaluated the warrant issuance in accordance with FAS 123 and
utilized the Black Scholes method to determine valuation. As a result of its
evaluation, the Company determined that the warrant valuation was $209,919 and
recorded this amount to additional paid in capital and common stock warrants.
The $0.63 per share was based upon the 105% of the price of common stock sold in
a recent private placement offering at the time the Company's Convertible
Debenture Notes were issued.

Stock Options

From January thru March 2005, 233,333 employee stock options were granted to
three employees at a strike price of $0.30 per share and 833,334 stock options
were granted to two consultants at a strike price of $0.50 per share. The stock
options to employees at $0.30 per share were based upon a previous private
placement offering. The stock options to the consultants at $0.50 per share was
based upon a previous private placement offering and adjusted higher to reflect
a premium of 67% in exchange for immediate vesting of the stock options. In
addition, in February 2005, 833,334 employee stock options were cancelled for
two employees at a strike price of $0.30 per share. From April thru June 2005,
426,667 employee stock options were granted to three employees at a strike price
of $0.30 per share. The stock options to employees at $0.30 per share were based
upon a previous private placement offering. In addition, in June 2005, 416,664
employee stock options were cancelled for a former officer at a strike price of
$0.30 per share. In August 2005, 50,000 employee stock options were granted to
one employee at a strike price of $0.30 per share. The stock options to
employees at $0.30 per share were based upon a previous private placement
offering.

                                       28
<PAGE>

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 the business plan, obtain additional capital, and generate
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
give assurance 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. 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 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 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 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 anticipate revenues will increase throughout the remainder of 2005 as a
result of storm related work. We cannot be assured that the business will
provide sufficient proceeds, if any, and borrowings under any interim financing
we are able to secure will be sufficient to meet projected cash flow needs.

The ability to obtain additional financing depends on many factors beyond the
control of RG, including the state of the capital markets, the market price of
our common stock and the prospects for business. 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. Failure to
obtain commitments for financing would have a material adverse effect on
business, results of operations and financial condition. If the financing we
require to sustain anticipated 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.

Off-Balance Sheet Arrangements

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

                                       29
<PAGE>

Contractual Obligations and Commercial Commitments

The following table highlights, as of September 30, 2005, our contractual
obligations and commitments by type and period:

<TABLE>
<CAPTION>
                                                                               Payments Due by Period
                                               -------------------------------------------------------------------------------------
                                                              Less than
Contractual Obligations                         Total           1 year           1-3 years          4-5 years         After 5 years
                                               --------        --------        ------------        -----------        --------------
<S>                                            <C>             <C>             <C>                 <C>                <C>
Short-Term Debt:
Bank Line of Credit                            $279,582        $279,582        $         --        $        --        $           --
Corporate HQ Lease                               96,000          44,000              52,000
Notes Payable-Related Party                      33,029          33,029                  --                 --                    --
Notes Payable                                   266,530         266,530                  --                 --                    --
                                               --------        --------        ------------        -----------        --------------
                                                675,141         623,141              52,000
                                               ========        ========        ============        ===========        ==============
Long-Term Debt:
Notes Payable                                     4,078              --               4,078                 --                    --
                                               --------        --------        ------------        -----------        --------------
                                                  4,078              --               4,078                 --                    --
                                               ========        ========        ============        ===========        ==============

Total Debt                                     $679,219        $623,141        $     56,078        $        --        $           --
                                               ========        ========        ============        ===========        ==============
</TABLE>


2005 OUTLOOK

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.

Item 3. Evaluation of Disclosure Controls and Procedures.

John E. Rea, our Chief Executive Officer and Bruce A. Hall, our Chief Financial
Officer, have concluded that our disclosure controls and procedures are
appropriate and effective. They have 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 their 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 September 30,
2005.

We have included $113,928 of unpaid Federal payroll taxes and employee
withholdings and related penalties and interest in the account classified
withholding taxes payable as of September 30, 2005. Of this liability, $58,649
is for RGA and the Company has structured an agreement with the Internal Revenue
Service to pay the entire amount. In addition, with the acquisition of PBS, the
Company assumed PBS's $55,279 of unpaid Federal payroll taxes and employee
withholdings and related penalties and interest.

                                       30
<PAGE>

Item 2.     Changes in Securities

Issuances of Common Stock

On February 9, 2005, the Company issued 4,167 shares of common stock at $0.60
per share in conversion of a note payable to a non-related party. The share
price of $0.60 was utilized as the fair market value on the grant date based
upon the price of common stock sold in a recent private placement offering.

In March 2005, the Company issued 72,500 shares of common stock in exchange for
rent payments owed an unrelated third party at $0.60 a share, and accrued
expenses on the Company's books were reduced $43,500. The share price of $0.60
was utilized as the fair market value on the grant date based upon the price of
common stock sold in a recent private placement offering.

On March 15, 2005, the Company issued 26,670 shares of RG's common stock at
approximately $0.30 per share related to an unrecorded 2004 stock transaction.
The share price of $0.30 was utilized as the fair market value on the grant date
based upon the price of common stock sold in a previous private placement
offering (2004 transaction).

On March 16, 2005, the 55,556 shares of RG's common stock shares at $2.10 per
share held in escrow related to the acquisition of PBS were cancelled. This
transaction was recorded as a recovery of impairment of $116,669.

On March 25, 2005, the 45,455 shares of RG's common stock shares for the
purchase of an insurance book of business at $0.66 per share. This transaction
was recorded as an addition of $30,000 to other non current assets. The share
price of $0.66 was utilized as the fair market value based upon the closing
price of common stock on the grant date.

In January, February, and March 2005, 337,502 shares of common stock were issued
from previously recorded Common Stock subscribed.

In June 2005, the Company issued 172,000 shares of common stock in exchange for
sales commissions owed an employee at approximately $0.23 a share, and accrued
expenses on the Company's books were reduced $40,333. The share price of $0.23
was utilized as the fair market value based upon the closing price of common
stock on the grant date.

In June 2005, the Company issued 38,095 shares of common stock in exchange for
expense reimbursements owed a former officer at $0.21 a share, and accrued
expenses on the Company's books were reduced $8,000. The share price of $0.21
was utilized as the fair market value based upon the closing price of common
stock on the grant date.

In June 2005, the Company issued 70,000 shares of common stock in exchange for
consulting services owed a third party at approximately $0.18 a share, and
accounts payable on the Company's books were reduced $12,500. The share price of
$0.18 was utilized as the fair market value based upon the closing price of
common stock on the grant date.

In June 2005, the Company issued 3,200 shares of common stock in exchange for
consulting services owed a third party at $0.60 a share, and accounts payable on
the Company's books were reduced $1,920. The share price of $0.60 was utilized
based upon negotiations over several months between the consultant and the
Company.


                                       31
<PAGE>

In June 2005, the Company issued 47,842 shares of common stock in exchange for
expense reimbursements owed an officer at $0.21 a share, and accounts payable on
the Company's books were reduced $10,047. The share price of $0.21 was utilized
as the fair market value based upon the closing price of common stock on the
grant date.

In April, May, and June 2005, 26,666 shares of common stock were issued from
previously recorded Common Stock subscribed. In August 2005, the Company issued
7,050 shares of common stock in exchange for consulting services owed a third
party at $0.60 a share, and accounts payable on the Company's books were reduced
$4,230. The share price of $0.60 was utilized based upon negotiations between
the consultant and the Company.

In August 2005, the Company issued 48,000 shares of common stock in exchange for
salary owed an employee at $0.21 a share, and accrued salaries on the Company's
books were reduced $10,080. The share price of $0.21 was utilized as the fair
market value based upon the closing price of common stock on the grant date.

In July, August, and September 2005, 98,571 shares of common stock were issued
from previously recorded Common Stock subscribed.


Common Stock Subscribed

In January, February, and March 2005, 337,502 shares of common stock were issued
from previously recorded Common Stock subscribed.

In June 2005, the Company subscribed 95,238 shares of common stock in exchange
for consulting services owed two officers at $0.21 a share, and accrued expenses
on the Company's books were reduced $20,000. The share price of $0.21 was
utilized as the fair market value based upon the closing price of common stock
on the grant date.

In April, May, and June 2005, 26,666 shares of common stock were issued from
previously recorded Common Stock subscribed. In September 2005, the Company's
$400,000 of Convertible Debenture Notes converted into 888,896 shares of the
Company's common stock at a price of $0.45 per share. In addition, the
Convertible Debenture Note related accrued interest of $30,386 converted into
67,525 shares of the Company's common stock at a price of $0.45 per share. The
share price of $0.45 was utilized as a negotiated discount to the fair market
value based upon the closing price of common stock on the grant date.

In September 2005, the Company subscribed 2,655,556 shares of common stock at
the price of $0.45 per share raising $1,195,000. The Company paid two third
parties at total of $180,350 out of the stock issuance proceeds for equity
consulting services and this cost was recorded as a reduction of additional paid
in capital. In addition to this cash payment, the Company issued 26,556 shares
of company stock priced at $0.45 per share valued at $11,950 to a third party
and the cost was recorded as a reduction of additional paid in capital. Finally,
the Company issued a three year warrant to a third party to purchase 252,910
shares of the Company's common stock at an exercise price of $0.4725 per share.
The Black Scholes valuation of this warrant is $80,781 and was recorded as a
reduction of additional paid in capital. The share price of $0.4725 was utilized
as a negotiated discount to the fair market value based upon the closing price
of common stock on the grant date.

                                       32
<PAGE>

Common Stock Warrants

In March 2005, the Company granted warrants to purchase 66,667 shares of our
common stock at an exercise price of $0.63 per share, to an unrelated third
party. The warrants were issued in exchange for financial advisor services from
Spencer Clarke LLC ("Spencer Clarke") in which Spencer Clarke assisted with the
issuance of $400,000 of senior subordinated convertible debentures for the
Company. The share price of $0.63 was utilized based upon the terms described in
the Financial Advisory Agreement between the Company and Spencer Clarke.
Specifically, the $0.63 per share was determined at 105% of common stock that
would be issued upon conversion of the subordinated convertible debentures at
$0.60 per share. The $0.60 per share was based upon the price of common stock
sold in a recent private placement offering.

The Company evaluated the warrant issuance in accordance with FAS 123 and
utilized the Black Scholes method to determine valuation. As a result of its
evaluation, the Company determined that the warrant valuation was $27,357 and
recorded this amount to interest expense and additional paid in capital.

In the event holders of the senior subordinated convertible debentures elect
their option to convert such debt to common stock, they will be issued common
stock warrants equal to 105% of the common stock issued upon conversion at an
exercise price of $0.60 per warrant. Based upon the issuance of $400,000 of
senior subordinated convertible debentures, if all $400,000 was converted, the
Company would issue 700,000 warrants to the senior subordinated convertible
debenture holders and the Company would evaluate the warrant issuance in
accordance with FAS 123 utilizing the Black Scholes method to determine
valuation.

Effective July 30, 2005, the Company's Convertible Debenture Note was amended
such that the maturity date was changed to October 31, 2005 or the Company
having completed an offering of either debt or equity or both in excess of
$2,000,000. The Holder waives any and all defaults without further recourse
until the amended maturity date of October 31, 2005 is reached. In consideration
of the waiver and extension of the maturity date to October 31, 2005, the
Company shall issue warrants to purchase the Company's $0.001 par value common
stock. For every $10,000 of principal amount of debenture outstanding, the
Holder will receive a warrant to purchase 1,000 shares of common stock at an
exercise price of $0.38 per share, which was a negotiated price for the waiver
and extension of the maturity date to October 31, 2005. As a result of there
being $400,000 principal amount of debentures outstanding, the Company will
issue 40,000 warrants to Holder with the warrants expiring on July 30, 2008.

In September 2005, the Company modified an existing warrant issued to a Spencer
Clarke related to the issuance of the Company's senior subordinated convertible
debentures based upon the terms described in the Financial Advisory Agreement
between the Company and Spencer Clarke. The modification included increasing the
number of common stock shares to be purchased from 66,666 shares to 88,888
shares. In addition, the strike price decreased from $0.63 per share to $0.4725.
The Company evaluated the warrant issuance modification in accordance with FAS
123 and utilized the Black Scholes method to determine modification valuation.
As a result of its evaluation, the Company determined that the warrant
modification valuation was $1,035 and recorded this amount to interest expense
and common stock warrants.

Related to September 2005 equity consulting, the Company issued a three year
warrant to a third party to purchase 252,910 shares of the Company's common
stock at an exercise price of $0.4725 per share. The Company evaluated the
warrant issuance in accordance with FAS 123 and utilized the Black Scholes
method to determine valuation. As a result of its evaluation, the Company
determined that the warrant valuation was $80,781 and recorded this amount to
additional paid in capital and common stock warrants. The $0.4725 per share was
based upon the 105% of the price of common stock sold in a recent private
placement offering.

The Company issued a three year warrant to the Company's Convertible Debenture
Note holders to purchase 700,000 shares of the Company's common stock at an
exercise price of $0.63 per share. The warrant issuance was triggered by the
September 2005 conversion of the Company's Convertible Debenture Notes into the
Company's common stock per the original Convertible Debenture Note agreements.
The Company evaluated the warrant issuance in accordance with FAS 123 and
utilized the Black Scholes method to determine valuation. As a result of its
evaluation, the Company determined that the warrant valuation was $209,919 and
recorded this amount to additional paid in capital and common stock warrants.
The $0.63 per share was based upon the 105% of the price of common stock sold in
a recent private placement offering at the time the Company's Convertible
Debenture Notes were issued.

                                       33
<PAGE>

Stock Options

From January thru March 2005, 233,333 employee stock options were granted to
three employees at a strike price of $0.30 per share and 833,334 stock options
were granted to two consultants at a strike price of $0.50 per share. The stock
options to employees at $0.30 per share were based upon a previous private
placement offering. The stock options to the consultants at $0.50 per share was
based upon a previous private placement offering and adjusted higher to reflect
a premium of 67% in exchange for immediate vesting of the stock options. In
addition, in February 2005, 833,334 employee stock options were cancelled for
two employees at a strike price of $0.30 per share.

From April thru June 2005, 426,667 employee stock options were granted to three
employees at a strike price of $0.30 per share. The stock options to employees
at $0.30 per share were based upon a previous private placement offering. In
addition, in June 2005, 416,664 employee stock options were cancelled for a
former officer at a strike price of $0.30 per share.

In August 2005, 50,000 employee stock options were granted to one employee at a
strike price of $0.30 per share. The stock options to employees at $0.30 per
share were based upon a previous private placement offering.

Item 3. Defaults Upon Senior Securities

Effective July 30, 2005, the Company's Convertible Debenture Note was amended
such that the maturity date was changed to October 31, 2005 or the Company
having completed an offering of either debt or equity or both in excess of
$2,000,000. The Holder waived any and all defaults without further recourse
until the amended maturity date of October 31, 2005 was reached. In
consideration of the waiver and extension of the maturity date to October 31,
2005, the Company issued warrants to purchase the Company's $0.001 par value
common stock. For every $10,000 of principal amount of debenture outstanding,
the Holder received a warrant to purchase 1,000 of common stock at an exercise
price of $0.38 per share. As a result of there being $400,000 principal amount
of debentures outstanding, the Company issued 40,000 warrants to Holder with the
warrants expiring on July 30, 2008.

Item 4. Submission of Matters to a Vote of Securities Holders

None

Item 5. Other Information

Currently the Company's Chief Financial Officer and Corporate Controller are
consultants and not employees of the Company. It is anticipated as the Company
successfully implements its business strategy in the near future, a full time
Chief Financial Officer and Corporate Controller will be hired by the Company.
However, the Company believes the financial services provided by the Chief
Financial Officer and Corporate Controller meet its requirements at this point
in time.

On August 3, 2005, Andy England resigned his position as Chief Technology
Officer of the Company. There were no disagreements with the Company on any
matter related to the Company's operations, policies or practices.

                                       34
<PAGE>

In August 2005, the Company received correspondence from the SEC. The
correspondence related to SEC Staff comments, in the ordinary course of
business, regarding the Company's Form 10-KSB for the year ended December 31,
2004 and the Company's Form 10-QSB for the three months ended March 31, 2005.
The Company anticipates it will reply to the SEC comments before the end of
August 2005.

Item 6. Exhibits


(a)   Exhibits

Exhibit        Title                                                   Location
-------        -----------------------------------------------         --------
4.1            Form of Amended Senior Subordinated Convertible         Attached
               Debenture dated July 30, 2005
31.1           Certification by Principal Executive Officer            Attached
31.2           Certification of Principal Financial Officer            Attached
32             Certifications of Principal Executive and
               Financial Officer Pursuant to 906                       Attached



                                       35
<PAGE>

                                   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/ John E. Rea         Principal Executive Officer       November 18, 2005
-----------------------
John E. Rea


  /s/ Bruce A. Hall       Principal Financial Officer       November 18, 2005
-----------------------
Bruce A. Hall


                                       36