**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-QSB**


(Mark
      One)


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


**For
      the quarterly period ended March 31, 2006**


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


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





**Commission
      file number 08-80429**





RG
      AMERICA, INC.


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


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





1507
      Capital Avenue, Suite 101


Plano,
      TX
      75074


(Address
      of principal executive offices)





972-919-4774


(Issuer’s
      telephone number)





N/A


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





Check
      whether the issuer: (1) filed all reports required to be filed by
      Section 13 or 15(d) of the Exchange Act during the past 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past
      90 days. Yes þ No o





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





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: Common Stock, $.001 par value, 27,772,387
      shares outstanding as of May 15, 2006.





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























**RG
      AMERICA, INC.**


**FORM
      10-QSB**





**TABLE
      OF CONTENTS**












PART
                  I - FINANCIAL INFORMATION
              1Item
                  1. Consolidated Financial Statements (Unaudited)
              2Item
                  2. Management's Discussion and Analysis on Plan of
                  Operations.
              13Item
                  3. Controls and Procedures.
              19PART
                  II - OTHER INFORMATION
              20Item
                  1. Legal Proceedings
              20Item
                  2. Unregistered Sales of Equity Securities and use of
                  Proceeds
              20Item
                  3. Defaults Upon Senior Securities
              21Item
                  4. Submission of Matters to a Vote of Security Holders
              21Item
                  5. Other Information
              21Item
                  6. Exhibits
              21SIGNATURES
              22








**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, 2006





Consolidated
      Statements of Operations (Unaudited) for the three months ended March 31, 2006
      and 2005





Consolidated
      Statements of Cash Flows (Unaudited) for the three months ended March 31, 2006
      and 2005





Notes
      to
      Consolidated Financial Statements (Unaudited)







1


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




**ASSETS****March
                31,****2006****Current
                assets:**Cash
                and cash equivalents
            
            $
            21,520Investment
                in certificate of deposit
            
            
            140,740Contracts
                receivable, net of allowance for doubtfulaccounts
                of $780,905
            
            
            17,373,384Unbilled
                revenue
            
            
            3,181,891Prepaid
                expenses - net of accumulated amortization of $133,817
            
            
            1,050,846Other
                receivables
            
            
            997,300Notes
                receivable
            
            
            351,000**Total
                current assets**
            
            
            23,116,681**Property
                and equipment, net of****accumulated
                depreciation of $228,087**
            
            
            1,094,003**Other
                non-current assets**
            
            
            12,500**Total
                assets**
            
            $
            24,223,184


































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





2


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


**LIABILITIES
        AND STOCKHOLDERS' EQUITY**


**LIABILITIES****March
                31,****2006****Current
                liabilities:**Bank
                overdraft
            
            $
            63,156Accounts
                payable, trade
            
            
            6,142,443Accrued
                expenses
            
            
            2,672,530Withholding
                taxes payable
            
            
            92,282Deferred
                revenue
            
            
            1,931,743Bank
                line-of-credit
            
            
            140,000Notes
                payable - related party
            
            
            43,323Notes
                payable, net of debt discount $1,484,959
            
            
            7,676,006**Total
                current liabilities**
            
            
            18,761,483**Long-term
                debt - related party**
            
            
            4,361**Total
                liabilities**
            
            
            18,765,844**Commitments
                and contingencies**
            
            
            -**STOCKHOLDERS'
                EQUITY****Stockholders'
                equity**Preferred
                stock, $.001 par value, 35,000,000 sharesauthorized,
                none issued and outstanding
            
            
            -Common
                stock, $.001 par value, 300,000,000 sharesauthorized,
                26,455,971 issued and outstanding
            
            
            26,456Common
                stock subscribed, 4,780,796 shares
            
            
            (271,118
            )Additional
                paid in capital
            
            
            8,364,445Common
                stock warrants
            
            
            2,179,567Accumulated
                deficit
            
            
            (4,018,379
            )6,280,971Less:
                Deferred stock compensation
            
            
            (823,631
            )**Total
                stockholders' equity**
            
            
            5,457,340**Total
                liabilities and stockholders' equity**
            
            $
            24,223,184


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




3


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




**Three
                Months Ended****March
                31,****2006**
            
            
            **2005****Revenues**
            
            $
            9,272,836
            
            $
            2,934,566**Cost
                of revenues**
            
            
            5,541,086
            
            
            1,513,889**Gross
                profit**
            
            
            3,731,750
            
            
            1,420,677**Operating
                expenses:**Selling,
                general and administrative
            
            
            611,739
            
            
            329,175Compensation,
                payroll taxes and benefits
            
            
            1,060,642
            
            
            579,942Stock
                compensation
            
            
            99,336
            
            
            311,588Consulting
                and contract labor
            
            
            206,485
            
            
            61,350Professional
            
            
            198,571
            
            
            40,030Recovery
                of impairment
            
            
            -
            
            
            (116,669
            )Rent
            
            
            159,986
            
            
            70,261Depreciation
            
            
            160,555
            
            
            16,919**Total
                operating expenses**
            
            
            2,497,314
            
            
            1,292,596**Income
                from operations**
            
            
            1,234,436
            
            
            128,081**Other
                income (expense):**Other
                income (expense), net
            
            
            -
            
            
            11,344Interest
                and financing cost, net
            
            
            (368,815
            )
            
            (118,040
            )**Total
                other income (expense)**
            
            
            (368,815
            )
            
            (106,696
            )**Net
                income**
            
            $
            865,621
            
            $
            21,385**Net
                income per share - basic**
            
            $
            0.03
            
            $
            -**Net
                income per share - diluted**
            
            $
            0.02
            
            $
            -**Basic
                weighted average outstanding shares**
            
            
            30,601,177
            
            
            24,454,746**Diluted
                weighted average outstanding shares**
            
            
            38,427,767
            
            
            24,454,746





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




4


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




**Three
                Months Ended****March
                31,****2006**
            
            
            **2005****Operating
                Activities:**Net
                income
            
            $
            865,621
            
            $
            21,385Adjustments
                to reconcile net income to net cash provided by (used in)operating
                activities:Depreciation
            
            
            160,555
            
            
            16,918Write
                off of investment in limited partnershipProvision
                for doubtful accounts
            
            
            196,847
            
            
            -Amortization
                of deferred compensation
            
            
            50,200
            
            
            2,237Non-cash
                interest expense
            
            
            262,414
            
            
            -Stock
                options issued for consulting services
            
            
            -
            
            
            309,351Stock
                options issued for employee services
            
            
            49,136
            
            
            -Stock
                cancelled related to acquisition
            
            
            -
            
            
            (116,669
            )Stock
                warrant issued for debt services
            
            
            -
            
            
            27,357Changes
                in operating assets and liabilities:Contracts
                receivable
            
            
            (8,140,741
            )
            
            160,027Unbilled
                revenue and deferred revenue, net
            
            
            1,292,973
            
            
            (216,473
            )Prepaid
                expenses
            
            
            (7,843
            )
            
            (33,431
            )Other
                receivables
            
            
            (46,184
            )
            
            (56,444
            )Increase
                in note receivables
            
            
            -Other
                non current assets
            
            
            46,350
            
            
            -Bank
                overdraft
            
            
            63,156
            
            
            -Accounts
                payable - trade
            
            
            1,019,114
            
            
            466,125Accrued
                expenses
            
            
            718,756
            
            
            (118,721
            )Withholding
                taxes payable
            
            
            562
            
            
            (34,677
            )**Net
                cash provided by (used in) operating activities**
            
            
            (3,469,084
            )
            
            426,985**Investing
                Activities:**Investment
                in certificate of deposit
            
            
            (740
            )
            
            (50,000
            )Purchases
                of property and equipment
            
            
            (195,043
            )
            
            (33,012
            )**Net
                cash used in investing activities**
            
            
            (195,783
            )
            
            (83,012
            )**Financing
                Activities:**Repayments
                of notes payable - related party
            
            
            (519
            )
            
            (13,508
            )Repayments
                of notes payable
            
            
            (2,535,919
            )
            
            (28,269
            )Repayments
                of bank line of credit
            
            
            -
            
            
            (195,015
            )Proceeds
                from issuance of notes payable
            
            
            5,539,479
            
            
            17,000Proceeds
                from issuance of convertible debenture notes
            
            
            -
            
            
            400,000Proceeds
                from bank line of credit
            
            
            -
            
            
            47,676**Net
                cash provided by financing activities**
            
            
            3,003,041
            
            
            227,884**Net
                increase (decrease) in cash and cash equivalents**
            
            
            (661,826
            )
            
            571,857**Cash
                and cash equivalents at beginning of period**
            
            
            683,346
            
            
            111,345**Cash
                and cash equivalents at end of period**
            
            $
            21,520
            
            $
            683,202Cash
                paid during the period for interest
            
            $
            217,406
            
            $
            56,914**Supplemental
                Disclosure of Non-cash Transactions:**Stock
                issued for conversion of accrued expense
            
            $
            261,942
            
            $
            43,500Note
                payable related party issued for conversion of accrued
                expense
            
            $
            -
            
            $
            11,666Note
                payable issued for purchase of property and equipment
            
            $
            17,000
            
            $
            -Stock
                issued for conversion of notes payable
            
            $
            9,913
            
            $
            2,500Employee
                stock options issued below fair market value
            
            $
            -
            
            $
            70,000Receivable
                for deferred revenue
            
            $
            437,500
            
            $
            -Stock
                issued for other non current asset
            
            $
            -
            
            $
            30,000Warrant
                issued for credit facility
            
            $
            569,238
            
            $
            -








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




5




**RG
        America, Inc. and Subsidiaries**
 **Notes
        to Financial Statements**
 **March
        31, 2006**
 **(Unaudited)**





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





The
      accompanying unaudited financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States of America
      for interim financial information and with the instructions to Form 10-QSB
      of
      Regulation S-B. They do not include all information and footnotes required
      by
      accounting principles generally accepted in the United States of America for
      complete financial statements. However, except as disclosed herein, there has
      been no material change in the information disclosed in the notes to the
      consolidated financial statements for the year ended December 31, 2005 included
      in the Company's Annual Report on Form 10-KSB filed with the Securities and
      Exchange Commission. The interim consolidated unaudited financial statements
      should be read in conjunction with those consolidated financial statements
      included in the Form 10-KSB. In the opinion of Management, all adjustments
      considered necessary for a fair presentation, consisting solely of normal
      recurring adjustments, have been made. Operating results for the three months
      ended March 31, 2006 are not necessarily indicative of the results that may
      be
      expected for the year ending December 31, 2006.





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





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. The Company has previously
      incurred net losses, which have resulted in a significant accumulated deficit
      at
      March 31, 2006. However, the Company had net income of $865,621
      for the three months ended March 31, 2006, compared to a net income of $21,385
      for the three months ended March 31, 2005. At March 31, 2006, current assets
      exceeded current liabilities by $4,355,198, and the Company had an accumulated
      deficit of $4,018,379.





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 consolidated financial
      statements do not include any adjustments that might be necessary if we are
      unable to continue as a going concern.





Although
      RG has become profitable in recent quarters, and the Company gives no assurance
      that it will continue 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 it will generate sufficient cash flow
      from
      operations or obtain additional financing to meet scheduled debt payments and
      financial covenants. If the Company fails to make any required payment under
      the
      agreements and related documents governing indebtedness or fail to comply with
      the financial and operating covenants contained in them, the Company would
      be in
      default. The consolidated financial statements do not include any adjustments
      to
      reflect the possible effects on recoverability and classification of assets
      or
      the amounts and classification of liabilities, which may result from the
      inability of RG to continue as a going concern.




6


**RG
          America, Inc. and Subsidiaries**
 **Notes
          to Financial Statements**
 **March
          31, 2006**
 **(Unaudited)**


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





**Net
      Income Per Share**





Basic
      net
      income per common share (Basic EPS) excludes dilution and is computed by
      dividing net income by the weighted average number of common shares outstanding
      or subscribed during the period. Diluted net income 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,********2006**
            
            ******2005**Net
                income, as reported (numerator)
            
            $
            865,621
            
            $
            21,385Net
                income, for diluted earnings per share - income available to shareholders
                after assumed conversion as reported (numerator)
            
            $
            912,372
            
            $
            21,385Weighted
                average number of common shares outstanding (denominator) -
                basic
            
            
            30,601,177
            
            
            24,454,746Effect
                of dilutive securities:Employee
                stock options
            
            
            735,689
            
            
            -Warrants
            
            
            7,425
            
            
            -Convertible
                minimum borrowing note
            
            
            7,083,476
            
            
            -Weighted
                average number of common shares outstanding (denominator) -
                dilutive
            
            
            38,427,767
            
            
            24,454,746Net
                income per share - basic
            
            $
            0.03
            
            $
            -Net
                income per share - diluted
            
            $
            0.02
            
            $
            -





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: 8,836,730 for the three months ended March 31, 2006.
      All potentially dilutive securities were excluded from the three month period
      ending March 31, 2005.





**Reclassifications**





Certain
      amounts in the three months ended March 31, 2005 financial statements have
      been
      reclassified to conform to the 2006 presentation.





**Stock
      Based Compensation**





Effective
      January 1, 2006, the Company adopted the fair value recognition provisions
      of
      SFAS No. 123(R), *“Share-Based
      Payments* , *”* using
      the modified prospective application method. Under this transition method,
      compensation cost recognized for the three months ended March 31, 2006, includes
      the applicable amounts of: (a) compensation cost of all stock-based payments
      granted prior to, but not yet vested as of January 1, 2006 (based on the
      grant-date fair value estimated in accordance with the original provisions
      of
      SFAS No. 123 and previously presented in pro forma footnote disclosures), and
      (b) compensation cost for all stock-based payments granted subsequent to January
      1, 2006 (based on the grant-date fair value estimated in accordance with the
      new
      provisions of SFAS No. 123(R)). Results for periods prior to January 1, 2006,
      have not been restated. The compensation cost recognized for the three months
      ended march 31, 2006 was $49,136, as a result of implementing SFAS No.
      123(R).





7


**RG
          America, Inc. and Subsidiaries**
 **Notes
          to Financial Statements**
 **March
          31, 2006**
 **(Unaudited)**


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:


For
                  the three monthsended
                  March 31, 2005Net
                  income from continuingoperations,
                  as reported
              
              $
              21,385Less
                  total stock-based employee compensationexpense
                  determined under the fair valuebased
                  method for all awards
              
              
              (53,843
              )Pro
                  forma net income (loss)
              
              $
              (32,843
              )Earnings
                  (loss) per share:Basic
                  and diluted - as reported
              
              $
              0.00Basic
                  and diluted - pro forma
              
              $
              0.00




**4.**
            **CONTRACTS**




**A)  
      CONSTRUCTION CONTRACTS**


Construction
      contracts receivable were comprised of the following at March 31,
      2006:




Contract
                receivables billed:Completed
                contracts
            
            $
            6,355,117Contracts
                in progress
            
            
            11,514,500Retainage
            
            
            284,672Less:
                Allowance for doubtful accounts
            
            
            (
                780,905
            )$
            17,373,384





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, 2006 were comprised of the following:




Costs
                incurred on uncompleted contracts
            
            $
            12,596,087Estimated
                earnings
            
            
            7,259,48419,855,571Less:
                Billings to date
            
            
            (
                18,012,175
            )$
            1,843,396






8


**RG
          America, Inc. and Subsidiaries**
 **Notes
          to Financial Statements**
 **March
          31, 2006**
 **(Unaudited)**




Balance
                sheet presentation:Unbilled
                revenue
            
            $
            3,181,891Deferred
                revenue
            
            $
            (
                1,338,495
            )




**B) 
        INSURANCE CONTRACTS**




Balance
                  sheet presentation:
              
              
              -Unbilled
                  revenue
              
              $
              (9,915
              )Deferred
                  revenue
              
              $
              (
                  9,915
              )


C)OTHER
      CONTRACTS


Balance
                    sheet presentation:
                
                
                -Unbilled
                    revenue
                
                $
                (583,333
                )Deferred
                    revenue
                
                $
                (
                      583,333
                )


**5.
      DEBT**




**SHORT-TERM
      DEBT**





Current
      period changes in short-term debt at March 31, 2006 consisted of the
      following:





***Notes
      payable - Related Party***


In
      January, 2006, the Company received $17,000 of property from a related party
      and
      in return for a non-interest bearing note with monthly principal payments of
      $500. The outstanding principal balance of this note was $17,000 as of March
      31,
      2006.





***Notes
      payable***





On
      August
      8, 2004, through the acquisition of PBS, we assumed a $8,099 unsecured
      promissory note from an unrelated party. We were accruing interest at the rate
      of 8% per annum. In March 2006, the company repaid the obligation through the
      issuance of 22,028 shares of RG common stock in exchange for the retirement
      of
      the promissory note plus accrued interest of $1,814.




Effective
      February 15, 2006 ("Effective Date"), the Company amended and restated a
      Security Agreement dated October 31, 2005 with Laurus Master Fund, Ltd.
      ("Laurus") for the sale by the Company to Laurus of a $1,400,000 secured
      convertible minimum borrowing note ("Minimum Borrowing Note"), a secured
      revolving note up to a maximum of $10,000,000 ("Revolving Note"), a common
      stock
      purchase warrant ("Original Warrant") to purchase up to 2,962,963 shares of
      RG’s
      $0.001 par value per share common stock ("Common Stock") and a registration
      rights agreement ("Registration Rights Agreement") covering the registration
      of
      Common Stock underlying the Minimum Borrowing Note and the Warrant. As a result
      of the Minimum Borrowing Note amendment, the Company obtained an additional
      $5,539,479 of proceeds, net of $203,805 of expenses which was paid to Spencer
      Clarke. This debt is classified in accordance with EITF 95-22 Balance sheet
      classification of borrowings outstanding under revolving credit agreements
      that
      include both a subjective acceleration clause and a lock-box
      agreement.





9


**RG
            America, Inc. and Subsidiaries**
 **Notes
            to Financial Statements**
 **March
            31, 2006**
 **(Unaudited)**


The
      Minimum Borrowing Note was amended and restated as a Secured Convertible Note
      ("Secured Convertible Note") was increased from $1,400,000 to $5,000,000 and
      the
      Laurus option, but not the obligation to convert all or any portion of the
      Secured Convertible Note and accrued interest into Common Stock was decreased
      from $0.71 per share to $0.41 per share. The Secured Convertible Note continues
      to have an interest rate of Prime plus two percent (2.0%), shall not be any
      time
      less than six percent (6.0%) and is due together with any unpaid and accrued
      interest hereon, on October 31, 2008 (“Maturity Date"). Additionally, RG
      continues to have the option, but not the obligation, to prepay the Secured
      Convertible Note by paying Laurus one hundred thirty percent (130%) of the
      principal amount of the Secured Convertible Note plus accrued and unpaid
      interest.





The
      amended and restated Revolving Note was changed to be non-convertible whereby
      Laurus no longer has an option to convert all or any portion of the Revolving
      Note into Common Stock. The Revolving Note continues to have an interest rate
      of
      Prime plus two percent (2.0%), shall not be any time less than six
      percent (6.0%) and is due together with any unpaid and accrued interest hereon,
      on the Maturity Date.





The
      amended and restated Security Agreement continues to include among other things,
      a stock pledge agreement, a guaranty from the Company and all of its
      subsidiaries and certain covenants and obligations in order to secure the funds
      obtained from the above mentioned items. The amended Security Agreement
      continues to include 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.





The
      amended and restated documents comprising the above items were filed on Form
      8-K.





In
      January through March, 2006, $2,535,919 was repaid back to Laurus in accordance
      with terms of the secured revolving note acquired effective October 31,
      2005.





**7.**  **STOCKHOLDERS’
      EQUITY**





**Issuances
      of Common Stock**





On
      March
      10, 2006, the Company issued 33,333 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 issuance date based upon
      the price of common stock sold in a previous private placement offering.





**Common
      Stock Subscribed**





On
      March
      31, 2006, the Company subscribed 11,334 shares of RG’s common stock in order to
      correct an error in the amount of common stock issued related to a 2005 stock
      transaction.





10


**RG
            America, Inc. and Subsidiaries**
 **Notes
            to Financial Statements**
 **March
            31, 2006**
 **(Unaudited)**


On
      March
      31, 2006, the Company subscribed 11,538 shares of common stock in exchange
      for
      accrued vacation owed an employee through December 31, 2005 at $0.32 a share,
      and accrued expenses on the Company’s books were reduced $3,692. The share price
      of $0.32 was utilized as the fair market value based upon the closing price
      of
      common stock on the grant date of January 1, 2006.





On
      March
      31, 2006, the Company subscribed 22,028 shares of common stock at $0.45 per
      share in conversion of a note payable to a non-related party. The share price
      of
      $0.45 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
      31, 2006, the Company subscribed 573,889 shares of common stock in exchange
      for
      director fees for the Company’s directors at $0.45 a share, and accrued expenses
      on the Company’s books were reduced $258,250. The share price of $0.45 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.





**Common
      Stock Warrants**





Effective
      February 15, 2006, the Company amended and restated a Security Agreement dated
      October 31, 2005 with Laurus Master Fund, Ltd. ("Laurus") for the sale by the
      Company 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"). The amended and restated Original Warrant to
      purchase 2,962,963 shares of Common Stock was changed whereby the exercise
      price
      was decreased from $0.78 per share to $0.55 per share. The warrant continues
      to
      have an expiration term date of October 31, 2012 and all other provisions of
      the
      Original Warrant remain the same. As
      a
      result of its evaluation, the Company determined that the warrant modification
      valuation was $25,729 and recorded this amount to debt discount and common
      stock
      warrants. The debt discount will be amortized as interest expense over the
      three
      year duration of the Revolving Note.  The
      $0.55 per share was based upon the 122% of the price of common stock sold in
      a
      recent private placement offering at the time this Security Agreement was
      amended. Additionally, a new warrant to purchase up to 1,363,636 shares of
      Common Stock was granted to Laurus at an exercise price of $0.55 per share
      and
      has an expiration term date of February 15, 2013. As a result of its evaluation,
      the Company determined that the warrant valuation was $543,509 and recorded
      this
      amount to debt discount and common stock warrants. The debt discount will be
      amortized as interest expense over the three year duration of the Revolving
      Note.  The
      $0.55 per share was based upon the 122% of the price of common stock sold in
      a
      recent private placement offering at the time this Security Agreement was
      amended.





**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 March 31,
      2006.





We
      have
      included $92,282 of unpaid Federal payroll taxes and employee withholdings and
      related penalties and interest in the account classified withholding taxes
      payable as of March 31, 2006. Of this liability, $31,052 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 $61,230 of unpaid Federal payroll taxes and employee withholdings and
      related penalties and interest.





11


**RG
            America, Inc. and Subsidiaries**
 **Notes
            to Financial Statements**
 **March
            31, 2006**
 **(Unaudited)**


**9.**  **RELATED
      PARTY TRANSACTIONS**




In
      January, 2006, the Company received $17,000 of property from a related party
      and
      in return for a non-interest bearing note with monthly principal payments of
      $500. The outstanding principal balance of this note was $17,000 as of March
      31,
      2006.


The
      Chairman of the Board earns $10,000 per month for consulting services. In
      addition, the Chairman of the Board earns commissions fees. For January thru
      March 2006, $68,692 was paid to the Chairman resulting in a balance due of
      $27,107 outstanding at March 31, 2006.


In
      January through March 2006, one of the Company's construction crews made $50,755
      of personal repairs in the home of the Company's Chief Operating Officer in
      exchange for a reduction of monies previously owed this officer.


The
      Company is leasing three vehicles from Rea Brothers for general business
      purposes. In January through March 2006, the Company paid Rea Brothers $4,266
      in
      lease payments.





**10.
      SUBSEQUENT EVENTS**





In
      May
      2006, the Company commenced an evaluation for the impact of accelerating the
      vesting of the Company’s employee stock options to simplify the accounting
      requirements related to SFAS No. 123(R). As of the date of these financial
      statements, the evaluation has not been completed.





In
      May
      2006, the Company finalized a bridge loan transaction in the amount of
      $2,000,000. The Company is finalizing the documentation and it is anticipated
      that as a result of the transaction, the Company will receive $1,910,000 in
      proceeds, net of $90,000 of expenses.











12





Item
      2.
      Management's Discussion and Analysis or Plan 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, 2005.


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
      May
      2006, the Company commenced an evaluation for the impact of accelerating the
      vesting of the Company’s employee stock options to simplify the accounting
      requirements related to SFAS No. 123(R). As of the date of these financial
      statements, the evaluation has not been completed.





In
      May
      2006, the Company finalized a bridge loan transaction in the amount of
      $2,000,000. The Company is finalizing the documentation and it is anticipated
      that as a result of the transaction, the Company will receive $1,910,000 in
      proceeds, net of $90,000 of expenses.





13


**RESULTS
      OF OPERATIONS**


***Three
      months ended March 31, 2006 compared to the three ended March 31, 2005*** ****







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




**Three
                Months Ended****March
                31,****2006**
            
            
            **2005****Revenues**
            
            $
            9,272,836
            
            $
            2,934,566**Cost
                of revenues**
            
            
            5,541,086
            
            
            1,513,889**Gross
                profit**
            
            
            3,731,750
            
            
            1,420,677**Operating
                expenses:**Selling,
                general and administrative
            
            
            611,739
            
            
            329,175Compensation,
                payroll taxes and benefits
            
            
            1,060,642
            
            
            579,942Stock
                compensation
            
            
            99,336
            
            
            311,588Consulting
                and contract labor
            
            
            206,485
            
            
            61,350Professional
            
            
            198,571
            
            
            40,030Recovery
                of impairment
            
            
            -
            
            
            (116,669
            )Rent
            
            
            159,986
            
            
            70,261Depreciation
            
            
            160,555
            
            
            16,919**Total
                operating expenses**
            
            
            2,497,314
            
            
            1,292,596**Income
                from operations**
            
            
            1,234,436
            
            
            128,081**Other
                income (expense):**Other
                income (expense), net
            
            
            -
            
            
            11,344Interest
                and financing cost, net
            
            
            (368,815
            )
            
            (118,040
            )**Total
                other income (expense)**
            
            
            (368,815
            )
            
            (106,696
            )**Net
                income**
            
            $
            865,621
            
            $
            21,385








**Three
      Months Ended March 31, 2006 Compared To The Three Months Ended March 31,
      2005**





*Revenue* *:*


Operating
      revenue increased $6,338,270, or 216%, to $9,272,836 for the three months ended
      March 31, 2006, from $2,934,566 for the three months ended March 31, 2005.
      The
      increase was primarily the result of RGA’s storm related construction work in
      Florida, Louisiana and Mississippi.




*Cost
      of Sales* *:*


Cost
      of
      sales increased $4,027,197, or 266%, to $5,541,086 for the three months ended
      March 31, 2006, from $1,513,889 for the three months ended March 31, 2005.
      The
      increase was primarily the result of RGA’s storm related construction work in
      Florida, Louisiana and Mississippi.





14


*Operating
      Expenses* *:*


Operating
      expenses increased $1,204,718 or 93%, to $2,497,314 for the three months ended
      March 31, 2006 from $1,292,596 for the three months ended March 31, 2005. The
      increase was primarily the result of $282,564 of increased SGA, $480,700 of
      increased compensation, $145,135 of increased consulting and contract labor,
      $89,725 of increased rent, and $143,636 of increased depreciation as result
      of
      RGA’s increased storm related construction work in Florida, Louisiana and
      Mississippi. In addition, the increase was the result of $158,541 of increased
      professional expense and no recovery of impairment in the three months ended
      March 31, 2006 as compared to the $116,669 recovery of impairment recorded
      in
      the three months ended March 31, 2005. These increases were offset by $212,252
      related to less use of outside consultants paid with Company stock.





*Other
      Income (Expense)* *:*


Other
      expense increased $262,119, or 246% to $368,815 of expense for the three months
      ended March 31, 2006 from $106,696 of expense for the three months ended March
      31, 2005. The increase was primarily the result of interest expense related
      to
      the Secured Convertible Note.





**Liquidity
      and Capital Resources**





Cash
      and
      cash equivalents were $21,520 at March 31, 2006 as compared to $683,346 at
      December 31, 2005 and working capital was $4,355,198 at March 31, 2006 as
      compared to $2,554,610 at December 31, 2005. The increase in the working capital
      is primarily due to a $7,943,894 increase in Contracts receivable, offset by
      a
      $1,019,114 increase in Accounts payable, a $1,111,699 increase in Deferred
      revenue, and a $2,805,358 increase in Notes payable.





*Operating
      Activities:* Net cash
      used by operating activities was $3,469,084 for the three months ended March
      31,
      2006 compared to $426,985 net cash provided in operating activities for the
      three months ended March 31, 2005. The decrease in cash provided by operations
      resulted primarily from the Company’s RGA’s storm related construction work in
      Florida, Louisiana and Mississippi.





*Investing
      Activities:* Net cash
      used in investing activities was $195,783 for the three months ended March
      31,
      2006 compared to $83,012 for the three months ended March 31, 2005. The increase
      in cash used in investing activities was primarily result of an increase of
      $162,030 for purchases of property and equipment related to the Company’s
      construction business in the three months ended March 31, 2006.





*Financing
      Activities:* Net cash
      provided by financing activities was $3,003,041 for the three months ended
      March
      31, 2006 compared to $227,884 for the three months ended March 31, 2005. The
      increase of net cash provided by financing activities of $2,775,157 is primarily
      result of $5,539,479 proceeds from issuance of a secured revolving note offset
      by the repayment of $2,535,919 on the secured revolving note.





**SHORT-TERM
      DEBT**





Current
      period changes in short-term debt at March 31, 2006 consisted of the
      following:


In
      January, 2006, the Company received $17,000 of property from a related party
      and
      in return for a non-interest bearing note with monthly principal payments of
      $500. The outstanding principal balance of this note was $17,000 as of March
      31,
      2006.





15


***Notes
      payable***





On
      August
      8, 2004, through the acquisition of PBS, we assumed a $8,099 unsecured
      promissory note from an unrelated party. We were accruing interest at the rate
      of 8% per annum. In March 2006, the company repaid the obligation through the
      issuance of 22,028 shares of RG common stock in exchange for the retirement
      of
      the promissory note plus accrued interest of $1,814.


Effective
      February 15, 2006 ("Effective Date"), the Company amended and restated a
      Security Agreement dated October 31, 2005 with Laurus Master Fund, Ltd.
      ("Laurus") for the sale by the Company to Laurus of a $1,400,000 secured
      convertible minimum borrowing note ("Minimum Borrowing Note"), a secured
      revolving note up to a maximum of $10,000,000 ("Revolving Note"), a common
      stock
      purchase warrant ("Original Warrant") to purchase up to 2,962,963 shares of
      RG’s
      $0.001 par value per share common stock ("Common Stock") and a registration
      rights agreement ("Registration Rights Agreement") covering the registration
      of
      Common Stock underlying the Minimum Borrowing Note and the Warrant. As a result
      of the Minimum Borrowing Note amendment, the Company obtained an additional
      $5,539,479 of proceeds, net of $203,805 of expenses which was paid to Spencer
      Clarke. This debt is classified in accordance with EITF 95-22 Balance sheet
      classification of borrowings outstanding under revolving credit agreements
      that
      include both a subjective acceleration clause and a lock-box
      agreement.





The
      Minimum Borrowing Note was amended and restated as a Secured Convertible Note
      ("Secured Convertible Note") was increased from $1,400,000 to $5,000,000 and
      the
      Laurus option, but not the obligation to convert all or any portion of the
      Secured Convertible Note and accrued interest into Common Stock was


decreased
      from $0.71 per share to $0.41 per share. The Secured Convertible Note continues
      to have an interest rate of Prime plus two percent (2.0%), shall not be any
      time
      less than six percent (6.0%) and is due together with any unpaid and accrued
      interest hereon, on October 31, 2008 (“Maturity Date").
      Additionally,


RG
      continues to have the option, but not the obligation, to prepay the Secured
      Convertible Note by paying Laurus one hundred thirty percent (130%) of the
      principal amount of the Secured Convertible Note plus accrued and unpaid
      interest.





The
      amended and restated Revolving Note was changed to be non-convertible whereby
      Laurus no longer has an option to convert all or any portion of the Revolving
      Note into Common Stock. The Revolving Note continues to have an interest rate
      of
      Prime plus two percent (2.0%), shall not be any time less than


six
      percent (6.0%) and is due together with any unpaid and accrued interest hereon,
      on the Maturity Date.





The
      amended and restated Security Agreement continues to include among other things,
      a stock pledge agreement, a guaranty from the Company and all of its
      subsidiaries and certain covenants and obligations in order to secure the funds
      obtained from the above mentioned items. The amended Security Agreement
      continues to include 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.





The
      amended and restated documents comprising the above items were filed on Form
      8-K.





In
      January through March, 2006, $2,535,919 was repaid back to Laurus in accordance
      with terms of the secured revolving note acquired effective October 31,
      2005.





**STOCKHOLDERS’
      EQUITY**





**Issuances
      of Common Stock**





On
      March
      10, 2006, the Company issued 33,333 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.





16


**Common
      Stock Subscribed**





On
      March
      31, 2006, the Company subscribed 11,334 shares of RG’s common stock in order to
      correct an error in the amount of common stock issued related to a 2005 stock
      transaction.





On
      March
      31, 2006, the Company subscribed 11,538 shares of common stock in exchange
      for
      accrued vacation owed an employee through December 31, 2005 at $0.32 a share,
      and accrued expenses on the Company’s books were reduced $3,692. The share price
      of $0.32 was utilized as the fair market value based upon the closing price
      of
      common stock on the grant date of January 1, 2006.





On
      March
      31, 2006, the Company subscribed 22,028 shares of common stock at $0.45 per
      share in conversion of a note payable to a non-related party. The share price
      of
      $0.45 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
      31, 2006, the Company subscribed 573,889 shares of common stock in exchange
      for
      director fees for the Company’s directors at $0.45 a share, and accrued expenses
      on the Company’s books were reduced $258,250. The share price of $0.45 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.





**Common
      Stock Warrants**





Effective
      February 15, 2006, the Company amended and restated a Security Agreement dated
      October 31, 2005 with Laurus Master Fund, Ltd. ("Laurus") for the sale by the
      Company 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"). The amended and restated Original Warrant to
      purchase 2,962,963 shares of Common Stock was changed whereby the exercise
      price
      was decreased from $0.78 per share to $0.55 per share. The warrant continues
      to
      have an expiration term date of October 31, 2012 and all other provisions of
      the
      Original Warrant remain the same. As
      a
      result of its evaluation, the Company determined that the warrant modification
      valuation was $25,729 and recorded this amount to debt discount and common
      stock
      warrants. The debt discount will be amortized as interest expense over the
      three
      year duration of the Revolving Note.  The
      $0.55 per share was based upon the 122% of the price of common stock sold in
      a
      recent private placement offering at the time this Security Agreement was
      amended. Additionally, a new warrant to purchase up to 1,363,636 shares of
      Common Stock was granted to Laurus at an exercise price of $0.55 per share
      and
      has an expiration term date of February 15, 2013. As a result of its evaluation,
      the Company determined that the warrant valuation was $543,509 and recorded
      this
      amount to debt discount and common stock warrants. The debt discount will be
      amortized as interest expense over the three year duration of the Revolving
      Note.  The
      $0.55 per share was based upon the 122% of the price of common stock sold in
      a
      recent private placement offering at the time this Security Agreement was
      amended.





***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.





Although
      RG has become profitable in recent quarters, and the Company gives no assurance
      that it will continue 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.





17


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 2006 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.





**2006
      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. 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 March 31,
      2006.


18


We
      have
      included $92,282 of unpaid Federal payroll taxes and employee withholdings
      and
      related penalties and interest in the account classified withholding taxes
      payable as of March 31, 2006. Of this liability, $31,052 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 $61,230 of unpaid Federal payroll taxes and employee withholdings and
      related penalties and interest.





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





**Issuances
      of Common Stock**





On
      March
      10, 2006, the Company issued 33,333 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.





**Common
      Stock Subscribed**





On
      March
      31, 2006, the Company subscribed 11,334 shares of RG’s common stock in order to
      correct an error in the amount of common stock issued related to a 2005 stock
      transaction.





On
      March
      31, 2006, the Company subscribed 11,538 shares of common stock in exchange
      for
      accrued vacation owed an employee through December 31, 2005 at $0.32 a share,
      and accrued expenses on the Company’s books were reduced $3,692. The share price
      of $0.32 was utilized as the fair market value based upon the closing price
      of
      common stock on the grant date of January 1, 2006.





On
      March
      31, 2006, the Company subscribed 22,028 shares of common stock at $0.45 per
      share in conversion of a note payable to a non-related party. The share price
      of
      $0.45 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
      31, 2006, the Company subscribed 573,889 shares of common stock in exchange
      for
      director fees for the Company’s directors at $0.45 a share, and accrued expenses
      on the Company’s books were reduced $258,250. The share price of $0.45 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.





**Common
      Stock Warrants**





Effective
      February 15, 2006, the Company amended and restated a Security Agreement dated
      October 31, 2005 with Laurus Master Fund, Ltd. ("Laurus") for the sale by the
      Company 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"). The amended and restated Original Warrant to
      purchase 2,962,963 shares of Common Stock was changed whereby the exercise
      price
      was decreased from $0.78 per share to $0.55 per share. The warrant continues
      to
      have an expiration term date of October 31, 2012 and all other provisions of
      the
      Original Warrant remain the same. As
      a
      result of its evaluation, the Company determined that the warrant modification
      valuation was $25,729 and recorded this amount to debt discount and common
      stock
      warrants. The debt discount will be amortized as interest expense over the
      three
      year duration of the Revolving Note.  The
      $0.55 per share was based upon the 122% of the price of common stock sold in
      a
      recent private placement offering at the time this Security Agreement was
      amended. Additionally, a new warrant to purchase up to 1,363,636 shares of
      Common Stock was granted to Laurus at an exercise price of $0.55 per share
      and
      has an expiration term date of February 15, 2013. As a result of its evaluation,
      the Company determined that the warrant valuation was $543,509 and recorded
      this
      amount to debt discount and common stock warrants. The debt discount will be
      amortized as interest expense over the three year duration of the Revolving
      Note.  The
      $0.55 per share was based upon the 122% of the price of common stock sold in
      a
      recent private placement offering at the time this Security Agreement was
      amended.





19





**Item
      3. Defaults Upon Senior Securities**





None





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





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





(a)  Exhibits





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











20


**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
              John
                E. Rea
              
              /s/
                Bruce A.
                Hall
            Principal
                Executive Officer
              
              
              Principal
                Financial Officer
            May
                22, 2006
              
              
              May
                22, 2006Bruce
                A. Hall




















21