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 MARCH 31, 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)

              2100 Valley View Lane, Suite 100, Dallas, Texas 75234
               (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
May 20, 2005: 20,252,793.

<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............................................14

Item 3. Evaluation of Disclosure Controls and Procedures.....................20

PART II - OTHER INFORMATION..................................................20

Item 1.  Legal Proceedings...................................................20

Item 2. Changes in Securities................................................21

Item 3. Defaults Upon Senior Securities......................................22

Item 4. Submission of Matters to a Vote of Securities Holders................22

Item 5. Other Information....................................................22

Item 6. Exhibits.............................................................22

SIGNATURES...................................................................23

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

Filed herewith are the following unaudited financial statements:

Consolidated Balance Sheet (Unaudited) at March 31, 2005

Consolidated Statements of Operations (Unaudited) for the three months ended
March 31, 2005 and 2004

Consolidated Statements of Cash Flows (Unaudited) for the three months ended
March 31, 2005 and 2004

Notes to Consolidated Financial Statements (Unaudited)


                                       1
<PAGE>

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

ASSETS
                                                            March 31,
                                                               2005
                                                           ----------
Current assets:
Cash and cash equivalents                                  $  683,202
Investment in certificate of deposit                           50,000
Contracts receivable, net of allowance for doubtful
   accounts of $171,378                                     1,649,751
Unbilled revenue                                              448,405
Prepaid expenses                                               35,600
Other receivables                                              93,028
                                                           ----------
Total current assets                                        2,959,986

Property and equipment, net of
   accumulated depreciation of $104,628                       286,708
Other non-current assets                                       35,000
                                                           ----------
Total assets                                               $3,281,694
                                                           ==========

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


                                       2
<PAGE>

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

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES
                                                         March 31,
                                                            2005
                                                       -----------
Current liabilities:
Accounts payable, trade                                $ 2,257,116
Accrued expenses                                         1,267,293
Withholding taxes payable                                  235,017
Deferred revenue                                            95,201
Bank line of credit                                         17,676
Notes payable - related party                               32,049
Notes payable                                              260,430
Total current liabilities                                4,164,782
Convertible debenture notes                                400,000
Long-term debt - related party                               6,720
                                                       -----------
Total liabilities                                      $ 4,571,502
                                                       -----------
Commitments and contingencies                                   --

STOCKHOLDERS' DEFICIT

Stockholders' deficit
Preferred stock, $.001 par value, 35,000,000 shares
authorized, none issued and outstanding                         --
Common stock, $.001 par value, 300,000,000 shares
authorized, 20,201,128 issued and outstanding               20,201
Common stock subscribed, 4,324,417 shares                 (271,576)
Additional paid in capital                               5,815,639
Common stock warrants                                      157,357

Accumulated deficit                                     (6,931,166)
                                                       -----------
                                                        (1,209,545)

Less: Deferred stock compensation                          (80,263)
                                                       -----------
Total stockholders' deficit                             (1,289,808)
                                                       -----------
Total liabilities and stockholders' deficit            $ 3,281,694
                                                       ===========

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


                                       3
<PAGE>

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

                                                         Three Months Ended
                                                              March 31,

                                                       2005            2004
                                                   -----------     -----------

Revenues                                           $ 2,934,566     $   496,602
Cost of revenues                                     1,513,889         444,195
                                                   -----------     -----------
Gross profit                                         1,420,677          52,407

Operating expenses:
Selling, general and administrative                    329,175         133,301
Compensation, payroll taxes and benefits               579,942         329,195
Stock compensation                                     311,588          43,977
Consulting and contract labor                           61,350          33,923
Professional                                            40,030         151,747
Recovery of impairment                                (116,669)             --
Rent                                                    70,261          38,913
Depreciation                                            16,919           9,935
                                                   -----------     -----------
Total operating expenses                             1,292,596         740,991
                                                   -----------     -----------


Income (loss) from operations                          128,081        (688,584)

Other income (expense):
Other income, net                                       11,344          65,929
Interest and financing cost, net                      (118,040)        (12,853)
                                                   -----------     -----------

Total other income (expense)                          (106,696)         53,076
                                                   -----------     -----------

Net income (loss)                                  $    21,385     $  (635,508)
                                                   ===========     ===========

Net income (loss) per share - basic and diluted    $      0.00     $     (0.15)
                                                   ===========     ===========

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


                                       4
<PAGE>

<TABLE>
<CAPTION>
                        RG AMERICA, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                                                 Three Months Ended
                                                                                      March 31,
                                                                                 2005          2004
                                                                               ---------     ---------
<S>                                                                            <C>           <C>
Operating Activities:
Net income (loss)                                                              $  21,385     $(635,508)
Adjustments to reconcile net income (loss) to net cash
  provided by (used in operating activities:
   Depreciation                                                                   16,918         9,935
   Amortization of deferred compensation                                           2,237            --
   Stock options issued for consulting services                                  309,351            --
   Stock issued for professional services                                             --        33,977
   Stock issued for directors' fees                                                   --        10,000
   Stock cancelled related to acquisition                                       (116,669)           --
   Stock warrant issued for debt services                                         27,357            --
      Decrease in contracts receivable                                           160,027        13,992
      Increase in unbilled revenue and deferred revenue, net                    (216,473)      222,797
      Decrease in prepaid expenses                                               (33,431)       25,758
      Increase in other receivables                                              (56,444)      (14,508)

      Increase in other current assets                                                --        (6,329)
      Increase (decrease) in accounts payable - trade                            466,125       129,017
      Increase in accrued expenses                                              (118,721)      (63,402)
      Decrease in withholding taxes payable                                      (34,677)       49,723
      Increase in policy obligations                                                  --        32,932
                                                                               ---------     ---------
Net cash provided by (used in) operating activities                              426,985      (191,616)

Investing Activities:
Investment in certificate of deposit                                             (50,000)           --
Purchases of property and equipment                                              (33,012)      (22,413)
                                                                               ---------     ---------
Net cash used in investing activities                                            (83,012)      (22,413)

Financing Activities:
Repayments of notes payable - related party                                      (13,508)     (107,858)
Repayments of notes payable                                                      (28,269)
Repayments of bank line of credit                                               (195,015)      (65,000)
Proceeds from sale of common stock                                                    --       484,575
Proceeds from issuance of notes payable                                           17,000        14,301
Proceeds from issuance of convertible debenture notes                            400,000            --
Proceeds from bank line of credit                                                 47,676            --
Advances from stockholders                                                            --         9,702
                                                                               ---------     ---------
Net cash provided by financing activities                                        227,884       335,720

Net increase in cash and cash equivalents                                        571,857       121,691
Cash and cash equivalents at beginning of period                                 111,345         8,090
                                                                               ---------     ---------
Cash and cash equivalents at end of period                                     $ 683,202     $ 129,781
                                                                               =========     =========

Cash paid during the year for interest                                         $  56,914     $   8,565
                                                                               =========     =========

Supplemental Disclosure of Non-Cash Transactions:
Stock issued for conversion of accounts payable                                $      --     $ 399,456
Stock issued for conversion of accrued expense                                    43,500            --
Note payable related party issued for conversion of accrued expense               11,666            --
Stock issued for conversion of notes payable                                       2,500       379,070
Stock issued for purchase of property and equipment                                   --         9,000
Stock issued in exchange for note receivable                                          --        13,000
Stock issued for other non current asset                                          30,000            --
Stock issued and held by transfer agent for instruction                               --           500
Stock issued for investment in limited partnership                                    --        36,402
Employee stock options issued below fair market value                          $  70,000     $      --
</TABLE>

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


                                       5
<PAGE>

                        RG America, Inc. and Subsidiaries
                          Notes to Financial Statements
                                 March 31, 2005
                                   (Unaudited)

1.  BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with accounting  principles  generally  accepted in the United States of America
for interim  financial  information and with the  instructions to Form 10-QSB of
Regulation S-B. They do not include all  information  and footnotes  required by
accounting  principles  generally  accepted in the United  States of America for
complete financial  statements.  However,  except as disclosed herein, there has
been no  material  change  in the  information  disclosed  in the  notes  to the
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 months ended March 31, 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  of RG America,  Inc. and
Subsidiaries  (collectively  "RG")  have  been  prepared  assuming  that we will
continue as a going concern.  However,  we have  previously  incurred net losses
which have  resulted in a  significant  accumulated  deficit  and  stockholders'
deficit at March 31,  2005.  We had net  income of  $21,385  and had net loss of
$635,508 for the three months  ended March 31, 2005 and 2004,  respectively.  At
March 31, 2005,  current  liabilities  exceeded  current  assets by  $1,204,796,
stockholders'  deficit  was  $1,289,808  and we had an  accumulated  deficit  of
$6,931,166.

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

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

We cannot  provide  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.


                                       6
<PAGE>


                       RG America, Inc. and Subsidiaries
                          Notes to Financial Statements
                                 March 31, 2005
                                   (Unaudited)

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 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.

                                                  Three Months Ended
                                                       March 31,
                                                 2005              2004
                                             -------------     -------------
Net income (loss), as reported
 (numerator)                                 $      21,385     $    (635,508)
                                             =============     =============
Weighted average number of common shares
outstanding (denominator)                       24,454,746         4,231,379
                                             -------------     -------------
Net income (loss) per share - basic
 and diluted                                 $        0.00     $       (0.15)
                                             =============     =============

Reclassifications

Certain  amounts in the three months ended March 31, 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 loss and net loss per share as if the  Company
applied the fair value method.

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:


                                       7
<PAGE>

                       RG America, Inc. and Subsidiaries
                          Notes to Financial Statements
                                 March 31, 2005
                                   (Unaudited)

                                                   FOR THE THREE MONTHS
                                                      ENDED MARCH 31,
                                                    2005          2004

Net income (loss) as reported                   $  21,385     $(635,508)
Add stock-based compensation expenses
Included in net income (loss)                     311,588        43,977
Less total stock-based employee compensation
expense determined under the fair value
based method for all awards                      (346,684)      (43,977)
                                                ---------     ---------
Pro forma net income (loss)                     $ (13,711)    $(635,508)
                                                =========     =========
Earnings (loss) per share:
   Basic and diluted - as reported              $    0.00     $   (0.15)
                                                =========     =========
 Basic and diluted - pro forma                  $    0.00     $   (0.15)
                                                =========     =========

4.  CONTRACTS

A)  CONSTRUCTION CONTRACTS

Construction  contracts  receivable were comprised of the following at March 31,
2005:

Contract receivables billed:
Completed contracts                                 $ 1,488,392
Contracts in progress                                   332,737
Retainage                                                    --
Less: Allowance for doubtful accounts                  (171,378)
                                                    -----------
                                                    $ 1,649,751

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

Balances at March 31, 2005 were comprised of the following:

Costs incurred on uncompleted contracts             $ 813,968
Estimated earnings                                    172,341
                                                    ---------
                                                      986,309
Less: Billings to date                               (590,676)
                                                    ---------
                                                    $ 395,633


Balance sheet presentation:
Unbilled revenue                                    $ 448,405
Deferred revenue                                      (52,772)
                                                    ---------
                                                    $ 395,633
                                                    =========


                                       8
<PAGE>

                       RG America, Inc. and Subsidiaries
                          Notes to Financial Statements
                                 March 31, 2005
                                   (Unaudited)

B)  INSURANCE CONTRACTS

Balance sheet presentation:
Unbilled                                            $      --
Deferred revenue                                    (42,429)
                                                    ---------
                                                    $ (42,429)
                                                    =========

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

5.  IMPAIRMENT

On August 10, 2004,  RG acquired  all of the common stock of PBS. The  aggregate
purchase was $350,000,  which payment  consisted of 16,667  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, we determined that as a result of a material impairment of
PBS, we would wind down and close the PBS operation.  As a result of the loss of
the key employee as related to PBS, its valuation was significantly impaired and
the  entire  goodwill  recorded  from the  acquisition  of PBS in the  amount of
$401,033 was impaired and we recorded  this amount as an  Impairment of Goodwill
in the accompanying  consolidated  financial statements as of December 31, 2004.
Additionally,  PBS net book assets of $144,661  were  written off and charged to
impairment  of  subsidiary  in the  statement of  operations  for the year ended
December 31, 2004.

In 2005, the 55,556 shares of RG's common stock shares valued 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 in the amount of $116,669
as reflected in the statement of operations.

6.  DEBT

SHORT-TERM DEBT

Short-term debt at March 31, 2005 consisted of the following:

On December 31, 2004 , RG had a principal balance of $165,015 with its revolving
line of credit with Town North Bank. From January through March 1, 2005, RG made
principal  payments of $165,015 on the Bank Line of Credit and as a result,  the
Bank Line of Credit has been repaid in its entirety as of March 1, 2005.

On March 1, 2005, RG entered into a revolving line of credit  facility with Bank
of America 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.  The  revolving  line of  credit  facility  is  secured  by a $50,000
certificate of deposit.


                                       9
<PAGE>

                        RG America, Inc. and Subsidiaries
                          Notes to Financial Statements
                                 March 31, 2005
                                   (Unaudited)

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 March 31,  2005.  (See Related
Party Transactions - Note 9).

In October  2003,  we 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 , 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.  (See Related Party Transactions Note
9).

Notes payable

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

Through  May  2004,  we had  received  $185,100  of  proceeds  in the form of an
unsecured loan from an unrelated  third party. We intend to retire the unsecured
loan with the issuance of common  stock  before June 30,  2005.  We are accruing
interest  at the rate of 10% per annum  for 90 days  from June 15,  2004 and 18%
subsequently.  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, and $182,600 was outstanding as of March 31, 2005.

On February 5, 2005, we had received $7,000 of proceeds and on February 26, 2005
we had  received  $10,000 of proceeds in the form of an  unsecured  loan from an
unrelated  third party.  This loan was a non  interest  bearing note and did not
have a defined  repayment date. The outstanding  principal  balance of this note
was $17,000 as of March 31, 2005.

LONG-TERM DEBT

Long-term Debt - Related Party

In October  2003,  we 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. (See Related Party Transactions Note 9).


                                       10
<PAGE>

                       RG America, Inc. and Subsidiaries
                          Notes to Financial Statements
                                 March 31, 2005
                                   (Unaudited)

Convertible Debenture Note

In February  2005,  we signed a definitive  agreement  with  Spencer  Clarke LLC
("Spencer  Clarke") in which Spencer Clarke was engaged as our 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.   Such
convertible  debentures  bear interest at 12% per anum,  mature on July 31, 2005
and can be converted  until maturity at debt holders option into common stock at
a value of $0.60 per share.  In  addition,  such debt has  warrants as described
below.

7.  STOCKHOLDERS' DEFICIT

Issuances of Common Stock

On February 9, 2005,  we issued  4,167 shares of common stock at $0.60 per share
in conversion of a notes payable to a non related party.

In 2005,  we 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.

On March 15, 2005,  we issued  26,670  shares of RG's common stock at a value of
approximately $0.30 per share related to a 2004 stock transaction.

In 2005, the 55,556 shares of RG's common stock shares valued 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 in the amount of $116,669
as reflected in the statement of operations.

On March 25, 2005,  we issued  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,  and will be
amortized over three years.

In January, February, and March 2005, 337,502 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.

Common Stock Warrants

In January  2005,  we 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.


                                       11
<PAGE>

                       RG America, Inc. and Subsidiaries
                          Notes to Financial Statements
                                 March 31, 2005
                                   (Unaudited)

In the event  holders of the  convertible  debt  decide 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 a strike price of $0.60 per warrant.

Stock Based Compensation

From January thru February 2005,  233,333 employee stock options were granted to
three  employees at a strike  price of $0.30,  which  resulted in  approximately
$70,000 additional deferred stock  compensation,  and 833,334 stock options were
granted to two consultants at a strike price of $0.50. In addition,  in February
2005,  833,334  employee  stock  options were  cancelled  for two employees at a
strike  price  of  $0.30,  which  resulted  in a  reduction  of  deferred  stock
compensation of $40,625.

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.

We are subject to various  unasserted  claims from  vendors for  non-payment  of
accounts payable plus related legal fees.  Excluding legal fees, which cannot be
estimated,  we have  included  all amounts in  accounts  payable as of March 31,
2005.

We  have  included  $235,017  of  unpaid  Federal  payroll  taxes  and  employee
withholdings  and related  penalties  and  interest  in the  account  classified
withholding  taxes payable as of March 31, 2005.  $182,326 is for RGA and we are
in the process of structuring an agreement with the Internal  Revenue Service to
pay the entire  amount.  In addition,  with the  acquisition of PBS, the Company
assumed PBS's $52,691 of unpaid Federal payroll taxes and employee  withholdings
and  related  penalties  and  interest.  How ever,  such  amounts are subject to
potential federal tax liens.

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

We have  capitalized  leasehold  improvements  for costs incurred related to our
corporate  headquarters  based on  management's  plans  that a  long-term  lease
agreement will be arranged.  In the event that such an agreement is not reached,
the  undepreciated  value of the  leasehold  improvements  would be  charged  to
earnings.  The  undepreciated  value of the leasehold  improvements at March 31,
2005 is $131,445.

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

9.  RELATED PARTY TRANSACTIONS

In October  2003,  we executed a $75,000  unsecured  promissory  note,  of which
$23,959 is outstanding at March 31, 2005. The promissory note is with an officer
of RG, the interest rate is 10% per annum and the note is due on demand.


                                       12
<PAGE>

                       RG America, Inc. and Subsidiaries
                          Notes to Financial Statements
                                 March 31, 2005
                                   (Unaudited)

In October  2003,  we executed a $15,000  unsecured  promissory  note,  of which
$9,810 is outstanding at March 31, 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 $8,500 per month for consulting services. $1,050
was  paid in  January  thru  March  2005,  resulting  in a  balance  of  $24,450
outstanding at March 31, 2005.

10. SUBSEQUENT EVENTS

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


                                       13
<PAGE>

                       RG America, Inc. and Subsidiaries
                          Notes to Financial Statements
                                 March 31, 2005
                                   (Unaudited)

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

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


                                       14
<PAGE>

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

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

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

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


                                       15
<PAGE>

RESULTS OF OPERATIONS

Three months ended March 31, 2005 compared to the three months ended March 31,
2004

Revenue:
Operating  revenue  increased  $2,437,964,  or 491%, to $2,934,566 for the three
months ended March 31, 2005,  from $496,602 for the three months ended March 31,
2004. The increase was primarily the result of RGA's storm related  construction
work in Florida.

Cost of Sales:
Cost of sales increased $1,069,694,  or 241%, to $1,513,889 for the three months
ended March 31, 2005,  from  $444,195 for the three months ended March 31, 2004.
The increase was primarily the result of RGA's storm related  construction  work
in Florida.

Operating Expenses:
Operating  expenses  increased  $551,605,  or 74%, to  $1,292,596  for the three
months  ended March 31, 2005 from  $740,991 for the three months ended March 31,
2004.  The increase was  primarily  the result of an increase of $267,611 in non
cash stock  compensation and the balance to increased overhead to handle Florida
storm business, offset by recovery of impairment.

Other Income (Expense):
Other expense increased  $159,772,  or 301% to $106,696 of expense for the three
months  ended March 31, 2005 from  $53,076 of income for the three  months ended
March 31, 2004.  The increase was  primarily  the result of $52,000 of placement
fees,  $7,000  interest  expense,  and $27,357  warrant value expense related to
convertible debenture notes issued January thru March 2005.

Liquidity and Capital Resources

Cash and cash  equivalents  were  $683,202  at March  31,  2005 as  compared  to
$111,345 at December  31, 2004 and working  capital  deficit was  $1,204,796  at
March 31, 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  and  increased  cash  flow  from
operations.

Operating Activities: Net cash provided by operating activities was $426,985 for
the three  months  ended March 31, 2005  compared to $191,616  used in operating
activities  for the three  months  ended March 31,  2004.  The  increase in cash
provided by operations resulted primarily from the Company's RGA's storm related
construction work in Florida.

Investing Activities:  Net cash used in investing activities was $83,012 for the
three months ended March 31, 2005 compared to $22,413 for the three months ended
March 31, 2004. The increase in cash used in investing  activities was primarily
result of a $50,000 certificate of deposit securing the company's revolving line
of credit facility,  and the balance was for purchases of property and equipment
related to the Company's construction business.

Financing Activities: Net cash provided by financing activities was $227,884 for
the three months ended March 31, 2005  compared to $335,720 for the three months
ended March 31, 2004.


                                       16
<PAGE>

SHORT-TERM DEBT

Short-term debt at March 31, 2005 consisted of the following:

On December 31, 2004 , RG had a principal balance of $165,015 with its revolving
line of credit with Town North Bank. From January through March 1, 2005, RG made
principal  payments of $165,015 on the Bank Line of Credit and as a result,  the
Bank Line of Credit has been repaid in its entirety as of March 1, 2005.

On March 1, 2005, RG entered into a revolving line of credit  facility with Bank
of America 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.  The  revolving  line of  credit  facility  is  secured  by a $50,000
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 March 31, 2005.

In October  2003,  we 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 , 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.

Notes payable

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

Through  May  2004,  we had  received  $185,100  of  proceeds  in the form of an
unsecured loan from an unrelated  third party. We intend to retire the unsecured
loan with the issuance of common  stock  before June 30,  2005.  We are accruing
interest  at the rate of 10% per annum  for 90 days  from June 15,  2004 and 18%
subsequently.  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, and $182,600 was outstanding as of March 31, 2005.

On February 5, 2005, we had received $7,000 of proceeds and on February 26, 2005
we had  received  $10,000 of proceeds in the form of an  unsecured  loan from an
unrelated  third party.  This loan was a non  interest  bearing note and did not
have a defined  repayment date. The outstanding  principal  balance of this note
was $17,000 as of March 31, 2005.


                                       17
<PAGE>

LONG-TERM DEBT

Long-term Debt - Related Party

In October  2003,  we 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.

Convertible Debenture Note

In February  2005,  we signed a definitive  agreement  with  Spencer  Clarke LLC
("Spencer  Clarke") in which Spencer Clarke was engaged as our 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.   Such
convertible  debentures  bear interest at 12% per anum,  mature on July 31, 2005
and can be converted  until maturity at debt holders option into common stock at
a value of $0.60 per share.  In  addition,  such debt has  warrants as described
below.

7.  STOCKHOLDERS' DEFICIENCY

Issuances of Common Stock

On February 9, 2005,  we issued  4,167 shares of common stock at $0.60 per share
in conversion of a notes payable to a non related party.

In March 2005,  we 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.

On March 15, 2005,  we issued  26,670  shares of RG's common stock at a value of
approximately $0.30 per share related to a 2004 stock transaction.

In 2005, the 55,556 shares of RG's common stock shares valued 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 in the amount of $116,669
as reflected in the statement of operations.

On March 25, 2005,  we issued  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,  and will be
amortized over three years.

In January, February, and March 2005, 337,502 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.


                                       18
<PAGE>

Common Stock Warrants

In January  2005,  we 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.

In the event  holders of the  convertible  debt  decide 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 a strike price of $0.60 per warrant.

Stock Based Compensation

From January thru February 2005,  233,333 employee stock options were granted to
three  employees at a strike  price of $0.30,  which  resulted in  approximately
$70,000 additional deferred stock  compensation,  and 833,334 stock options were
granted to two consultants at a strike price of $0.50. In addition,  in February
2005,  833,334  employee  stock  options were  cancelled  for two employees at a
strike  price  of  $0.30,  which  resulted  in a  reduction  of  deferred  stock
compensation of $40,625.

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

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


                                       19
<PAGE>

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Contractual Obligations and Commercial Commitments

The  following  table  highlights,   as  of  March  31,  2005,  our  contractual
obligations and commitments by type and period:

<TABLE>
<CAPTION>
                                                     Payments Due by Period
                                                     ----------------------

                                             Less than                            After 5
Contractual Obligations           Total       1 year      1-3 years   4-5 years    years
-----------------------           -----       ------      ---------   ---------    -----
<S>                             <C>          <C>           <C>         <C>         <C>
Short-Term Debt:                                                --           --          --
Bank Line of Credit               17,676       17,676           --           --          --
Notes Payable-Related Party       32,049       32,049           --           --          --
Notes Payable                    260,430      260,430           --           --          --
                                --------     --------     --------     --------    --------
                                 310,155      310,155           --           --          --
                                ========     ========     ========     ========    ========
Long-Term Debt:
Notes Payable                      6,720           --        6,720           --          --
Convertible debenture notes      400,000           --      400,000           --          --
                                --------     --------     --------     --------    --------
                                 406,720           --      406,720           --          --
                                ========     ========     ========     ========    ========
Total Debt                      $716,875     $310,155      406,720           --          --
                                ========     ========     ========     ========    ========
</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.

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.


                                       20
<PAGE>

We are subject to various  unasserted  claims from  vendors for  non-payment  of
accounts payable plus related legal fees.  Excluding legal fees, which cannot be
estimated,  we have  included  all amounts in  accounts  payable as of March 31,
2005.

We  have  included  $235,017  of  unpaid  Federal  payroll  taxes  and  employee
withholdings  and  related   penalties  and  interest  the  account   classified
withholding taxes payable as of March 31, 2005.  $182,326 is for RGA and we have
structured  an  agreement  with the Internal  Revenue  Service to pay the entire
amount.  $52,691  is  for  PBS's  unpaid  Federal  payroll  taxes  and  employee
withholdings  and related  penalties  and  interest.  However,  such amounts are
subject to potential federal tax liens.

Item 2. Changes in Securities

Issuances of Common Stock

On February 9, 2005,  we issued  4,167 shares of common stock at $0.60 per share
in conversion of a notes payable to a non related party.

In March 2005,  we 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.

On March 15, 2005,  we issued  26,670  shares of RG's common stock at a value of
approximately $0.30 per share related to a 2004 stock transaction.

In March,  2005,  the 55,556  shares of RG's common stock shares valued 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 in the amount of $116,669
as reflected in the statement of operations.

On March 25, 2005,  we issued  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,  and will be
amortized over three years.

In January, February, and March 2005, 337,502 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.

Common Stock Warrants

In January  2005,  we 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.

In the event  holders of the  convertible  debt  decide 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 a strike price of $0.60 per warrant.


                                       21
<PAGE>

Stock Based Compensation

From January thru February 2005,  233,333 employee stock options were granted to
three  employees at a strike  price of $0.30,  which  resulted in  approximately
$70,000 additional deferred stock  compensation,  and 833,334 stock options were
granted to two consultants at a strike price of $0.50. In addition,  in February
2005,  833,334  employee  stock  options were  cancelled  for two employees at a
strike  price  of  $0.30,  which  resulted  in a  reduction  of  deferred  stock
compensation of $40,625.

Item 3. Defaults Upon Senior Securities

None

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

None

Item 5. Other Information

None

Item 6. Exhibits

(a)     Exhibits

-------------------------------------------------------------------------------
Exhibit               Title                                 Location
-------------------------------------------------------------------------------
31.1                  Certification by Principal            Attached
                      Executive Officer
-------------------------------------------------------------------------------
31.2                  Certification of Principal            Attached
                      Financial Officer
-------------------------------------------------------------------------------
32                    Certifications of Principal           Attached
                      Executive and Financial Officer
                      Pursuant to 906
-------------------------------------------------------------------------------


                                       22
<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     May 23, 2005
  John E. Rea


  /s/ Bruce A. Hall                 Principal Financial Officer     May 23, 2005
----------------------------------
  Bruce A. Hall


                                       23