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 JUNE 30, 2005

                            Commission File #0-80429

                                RG AMERICA, INC.
        (Exact name of small business issuer as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   75-2823489
                      (IRS Employer Identification Number)

              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
August 20, 2005: 20,710,886.


<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...................................................15

Item 3. Evaluation of Disclosure Controls and Procedures......................25

PART II - OTHER INFORMATION...................................................25

Item 1.  Legal Proceedings....................................................25

Item 2. Changes in Securities.................................................26

Item 3. Defaults Upon Senior Securities.......................................28

Item 4. Submission of Matters to a Vote of Securities Holders.................28

Item 5. Other Information.....................................................28

Item 6. Exhibits..............................................................29

SIGNATURES....................................................................30


<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

Filed herewith are the following unaudited financial statements:

Consolidated Balance Sheet (Unaudited) at June 30, 2005

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

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

Notes to Consolidated Financial Statements (Unaudited)


                                       1
<PAGE>

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

ASSETS
                                                                       JUNE 30,
                                                                         2005
                                                                      ----------
CURRENT ASSETS:
Cash and cash equivalents                                             $   10,050
Investment in certificate of deposit                                     179,728
Contracts receivable, net of allowance for doubtful
   accounts of $188,778                                                2,038,734
Unbilled revenue                                                         255,171
Prepaid expenses                                                          60,991
Other receivables                                                        152,979
                                                                      ----------
TOTAL CURRENT ASSETS                                                   2,697,653

PROPERTY AND EQUIPMENT, NET OF
   ACCUMULATED DEPRECIATION OF $128,154                                  441,774
OTHER NON-CURRENT ASSETS                                                  35,000
                                                                      ----------
TOTAL ASSETS                                                          $3,174,427
                                                                      ==========


                   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

                                                                     JUNE 30,
                                                                       2005
                                                                    -----------
CURRENT LIABILITIES:
Bank Overdraft                                                      $    13,610
Accounts payable, trade                                               1,872,157
Accrued expenses                                                        775,784
Withholding taxes payable                                               231,140
Deferred revenue                                                        562,484
Bank line of credit                                                     179,582
Notes payable - related party                                            33,038
Notes payable                                                           261,530
Convertible debenture notes                                             400,000
                                                                    -----------

TOTAL CURRENT LIABILITIES                                             4,329,325

LONG-TERM DEBT - RELATED PARTY                                            4,710
                                                                    -----------
TOTAL LIABILITIES                                                     4,334,035

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, 20,558,931 issued and outstanding                           20,559
Common stock subscribed, 4,392,989 shares                              (271,507)
Additional paid in capital                                            5,898,013
Common stock warrants                                                   157,357
Accumulated deficit                                                  (6,894,780)
                                                                    -----------
                                                                     (1,090,358)

Less: Deferred stock compensation                                       (69,250)
                                                                    -----------

TOTAL STOCKHOLDERS' DEFICIT                                          (1,159,608)
                                                                    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $ 3,174,427
                                                                    ===========


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


                                       3
<PAGE>

<TABLE>
<CAPTION>
                                 RG AMERICA, INC. AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                            (UNAUDITED)

                                               THREE MONTHS ENDED             SIX MONTHS ENDED
                                                   JUNE 30,                       JUNE 30,
                                           --------------------------    --------------------------
                                              2005           2004            2005          2004
                                           -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>
REVENUES                                   $ 2,084,952    $   789,475    $ 5,019,518    $ 1,286,077

COST OF REVENUES                             1,332,079        634,503      2,845,968      1,078,698
                                           -----------    -----------    -----------    -----------
GROSS PROFIT                                   752,873        154,972      2,173,550        207,379

OPERATING EXPENSES:
Selling, general and administrative            258,487        123,628        587,662        256,929
Compensation, payroll taxes and benefits       174,847        389,799        754,789        718,994
Stock compensation                               3,250        123,759        314,838        167,736
Consulting and contract labor                   60,429        169,618        121,779        203,541
Professional                                    91,275         80,335        131,305        232,082
Recovery of impairment                              --             --       (116,669)            --
Rent                                            82,078         38,788        152,339         77,701
Depreciation                                    23,524          9,249         40,443         19,184
                                           -----------    -----------    -----------    -----------
TOTAL OPERATING EXPENSES                       693,890        935,176      1,986,486      1,676,167
                                           -----------    -----------    -----------    -----------
INCOME (LOSS) FROM OPERATIONS                   58,983       (780,204)       187,064     (1,468,788)

OTHER INCOME (EXPENSE):
Other income (expense), net                     (9,248)         2,219          2,096         68,147
Interest and financing cost, net               (13,349)         1,995       (131,389)       (10,858)
                                           -----------    -----------    -----------    -----------
TOTAL OTHER INCOME (EXPENSE)                   (22,597)         4,214       (129,293)        57,289
                                           -----------    -----------    -----------    -----------
NET INCOME (LOSS)                          $    36,386    $  (775,990)   $    57,771    $(1,411,499)
                                           ===========    ===========    ===========    ===========
NET INCOME (LOSS) PER SHARE - BASIC        $      0.00    $     (0.04)   $      0.00    $     (0.12)
                                           ===========    ===========    ===========    ===========
NET INCOME (LOSS) PER SHARE - DILUTED      $      0.00    $     (0.04)   $      0.00    $     (0.12)
                                           ===========    ===========    ===========    ===========


       The accompanying notes are an integral part of the consolidated financial statements.
</TABLE>


                                                 4
<PAGE>

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

                                                                           SIX MONTHS ENDED
                                                                               JUNE 30,
                                                                      --------------------------
                                                                         2005            2004
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
OPERATING ACTIVITIES:
Net income (loss)                                                     $    57,771    $(1,411,499)
Adjustments to reconcile net income (loss) to net cash (used in)
  operating activities:
   Depreciation                                                            40,443         19,184
   Amortization of deferred compensation                                    5,487             --
   Stock options issued for consulting services                           309,351             --
   Stock issued for professional services                                      --        136,736
   Stock issued for employee compensation                                      --         11,000
   Stock issued for directors' fees                                            --         20,000
   Stock cancelled related to acquisition                                (116,669)            --
   Stock warrant issued for debt services                                  27,357             --
      Decrease (increase) in contracts receivable                        (228,956)       286,934
      Increase in unbilled revenue and deferred revenue, net              420,775         59,072
      Decrease (increase) in prepaid expenses                             (58,822)        25,758
      Increase in other receivables                                      (116,395)       (18,785)
      Increase in other current assets                                         --           (733)
      Increase in bank overdraft                                           13,610             --
      Increase in accounts payable - trade                                106,733        399,840
      Increase (decrease) in accrued expenses                            (544,133)        63,888
      Decrease in withholding taxes payable                               (38,554)        (6,726)
                                                                      --------------------------
NET CASH USED IN OPERATING ACTIVITIES                                    (122,002)      (415,331)

INVESTING ACTIVITIES:
Investment in certificate of deposit                                     (179,728)            --
Acquisition purchase price adjustment                                          --       (404,860)
Purchases of property and equipment                                      (211,603)       (54,945)
                                                                      --------------------------
NET CASH USED IN INVESTING ACTIVITIES                                    (391,331)      (459,805)

FINANCING ACTIVITIES:
Repayments of notes payable                                               (19,529)      (119,799)
Repayments of bank line of credit                                        (195,015)      (100,000)
Proceeds from sale of common stock                                             --        872,076
Proceeds from issuance of notes payable                                    17,000        185,100
Proceeds from issuance of notes payable - related party                        --         85,305
Proceeds from issuance of convertible debenture notes                     400,000             --
Proceeds from bank line of credit                                         209,582             --
Advances from stockholders                                                     --          9,702
                                                                      --------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                 412,038        932,384

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                     (101,295)        57,248
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                          111,345          8,090
                                                                      --------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                            $    10,050    $    65,338
                                                                      ==========================
Cash paid during the year for interest                                $     9,264    $    15,805
                                                                      ==========================
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Stock issued for conversion of accounts payable                       $    24,467    $   406,833
Stock issued for conversion of accrued expense                            111,834             --
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                            --         29,000
Stock issued in exchange for other receivable                                  --         48,023
Stock issued in exchange for note receivable                                   --        268,900
Stock issued for other non current asset                                   30,000             --
Stock issued and held by transfer agent for instruction                        --            500
Warrant issued for equity advisory services                                    --         30,000
Stock issued for acquisition                                                   --      1,900,000


      The accompanying notes are an integral part of the consolidated financial statements
</TABLE>


                                               5
<PAGE>

1.    BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-QSB of
Regulation S-B. They do not include all information and footnotes required by
accounting principles generally accepted in the United States of America for
complete financial statements. However, except as disclosed herein, there has
been no material change in the information disclosed in the notes to the
financial statements for the year ended December 31, 2004 included in the
Company's Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission. The interim unaudited financial statements should be read in
conjunction with those financial statements included in the Form 10-KSB. In the
opinion of Management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating results for the three and six months ended June 30, 2005 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2005.

2.    GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. However, the Company has
previously incurred net losses, which have resulted in a significant accumulated
deficit and stockholders' deficit at June 30, 2005. Although the Company had net
income of $57,771 for the six months ended June 30, 2005, we previously had a
net loss of $1,411,499 for the six months ended June 30, 2004. Additionally, at
June 30, 2005, current liabilities exceeded current assets by $1,631,672,
stockholders' deficit was $1,159,608 and we had an accumulated deficit of
$6,894,780.

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

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

The Company cannot provide assurance that we will generate sufficient cash flow
from operations or obtain additional financing to meet scheduled debt payments
and financial covenants. If the Company fails to make any required payment under
the agreements and related documents governing indebtedness or fail to comply
with the financial and operating covenants contained in them, the Company would
be in default. The financial statements do not include any adjustments to
reflect the possible effects on recoverability and classification of assets or
the amounts and classification of liabilities, which may result from the
inability of RG to continue as a going concern.

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.


                                        6
<PAGE>

<TABLE>
<CAPTION>

                                                           THREE MONTHS ENDED               SIX MONTHS ENDED
                                                                JUNE 30,                        JUNE 30,
                                                      -----------------------------   ----------------------------
                                                          2005            2004            2005            2004
                                                      ------------   --------------   ------------    ------------
<S>                                                   <C>            <C>              <C>             <C>
Net income (loss), as reported (numerator)            $     36,386   $     (775,990)  $     57,771    $ (1,411,499)
                                                      ============   ==============   ============    ============
Net income (loss),  for diluted  earnings per share
- income  available to  shareholders  after assumed
conversion as reported (numerator)                    $     55,364   $     (775,990)  $     83,760    $ (1,411,499)
                                                      ============   ==============   ============    ============
Weighted average number of common shares
outstanding (denominator) - basic                       24,593,351       18,539,616     24,524,432      11,425,023
                                                      ------------   --------------   ------------    ------------
   Effect of dilutive securities:
      Employee stock options                               466,286               --      1,289,490              --
      Warrants                                                  --               --         55,265              --
      Convertible debentures                               666,667               --        530,000              --
Weighted average number of common shares
outstanding (denominator) - dilutive                    25,726,304       18,539,616     26,399,187      11,425,023
                                                      ------------   --------------   ------------    ------------
Net income (loss) per share - basic                   $       0.00   $        (0.04)  $       0.00    $      (0.12)
                                                      ============   ==============   ============    ============
Net income (loss) per share - diluted                 $       0.00   $        (0.04)  $       0.00    $      (0.12)
                                                      ============   ==============   ============    ============
</TABLE>

The number of outstanding employee stock options, warrants and any contingently
issuable shares that could potentially dilute earnings per share in the future,
but were not included in the computation of diluted earnings per share for these
periods presented because of their impact was anti-dilutive for the periods
presented are as follows: 2,933,333 for the three months ended 6/30/05 and
1,745,000 for the six months ended 6/30/05. All potentially dilutive securities
were excluded from the three and six month periods ending 6/30/04.

RECLASSIFICATIONS

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

STOCK BASED COMPENSATION

The Company accounts for employee stock awards in accordance with Accounting
Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock Issued to
Employees". Under APB 25, the Company recognizes no compensation expense related
to employee stock awards when awards are granted with exercise prices equal to
or greater than the estimated fair value of the stock on the date of grant. The
Company provides the supplemental disclosures required by Statement of Financial
Accounting Standard No. 123 ("SFAS 123"), "Accounting for Stock-Based
Compensation," as amended by SFAS No 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," which assumes the recognition of
compensation expense based on the fair value of options on the grant date. The
Company follows the provisions of SFAS 123, as amended, and Emerging Issues Task
Force No. 96-18, "Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring or in Connection with Selling Goods or Services,"
for equity instruments granted to non-employees. SFAS 123, as amended, requires
the disclosure of pro forma net loss and net loss per share as if the Company
applied the fair value method.


                                       7
<PAGE>

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

<TABLE>
<CAPTION>
                                                          For the three months             For the six months
                                                             ended June 30,                  ended June 30,
                                                      -----------------------------   ----------------------------
                                                          2005            2004            2005             2004
                                                      ------------   --------------   ------------    ------------
<S>                                                   <C>            <C>              <C>             <C>
  Net income (loss) from continuing
  operations, as reported                             $     36,386   $     (775,990)  $     57,771    $ (1,411,499)
  Add stock-based compensation expenses
  Included in net income (loss)                              3,250          123,759        314,838         167,736
  Less total stock-based employee compensation
  expense determined under the fair value
  based method for all awards                              (27,677)        (123,759)      (374,361)       (167,736)
                                                      ------------   --------------   ------------    ------------
  Pro forma net income (loss)                         $     11,959   $     (775,990)  $     (1,752)   $ (1,411,499)
                                                      ============   ==============   ============    ============
  Earnings (loss) per share:
   Basic - as reported                                $       0.00   $        (0.04)  $       0.00    $      (0.12)
                                                      ============   ==============   ============    ============
   Diluted - as reported                              $       0.00   $        (0.04)  $       0.00    $      (0.12)
                                                      ============   ==============   ============    ============
   Basic - pro forma                                  $       0.00   $        (0.04)  $       0.00    $      (0.12)
                                                      ============   ==============   ============    ============
   Diluted - pro forma                                $       0.00   $        (0.04)  $       0.00    $      (0.12)
                                                      ============   ==============   ============    ============
</TABLE>

4.    CONTRACTS

A)    CONSTRUCTION CONTRACTS

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

Contract receivables billed:
Completed contracts                                   $  1,072,898
Contracts in progress                                    1,114,311
Retainage                                                   40,303
Less: Allowance for doubtful accounts                     (188,778)
                                                      ------------
                                                      $  2,038,734
                                                      ============

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 June 30, 2005 were comprised of the following:

Costs incurred on uncompleted contracts               $    981,448
Estimated earnings                                         581,301
                                                      ------------
                                                         1,562,749
Less: Billings to date                                  (1,849,332)
                                                      ------------
                                                      $   (286,583)
                                                      ============


                                       8
<PAGE>

Balance sheet presentation:
Unbilled revenue                                      $    255,171
Deferred revenue                                          (541,754)
                                                      ------------
                                                      $   (286,583)
                                                      ============

B)    INSURANCE CONTRACTS

Balance sheet presentation:                           $         --
Unbilled                                                   (20,730)
                                                      ------------
Deferred revenue                                      $    (20,730)
                                                      ============

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

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

6.    DEBT

SHORT-TERM DEBT

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

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


                                       9
<PAGE>

received $139,582 against this revolving line of credit facility. The revolving
line of credit facility is fully secured by a $139,728 certificate of deposit.

On May 17, 2005, RG entered into a revolving line of credit facility with a bank
in the amount of $40,000 and $40,000 was received by the Company against the
facility. The outstanding balance of this revolving line of credit facility is
$40,000 at June 30, 2005. The revolving line of credit facility is fully secured
by a $40,000 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 June 30, 2005 (See Related Party
Transactions - Note 9).
In October 2003, the Company executed a $15,000 unsecured promissory note, of
which $3,120 was the short- term portion outstanding at December 31, 2004. The
promissory note is with an officer of RG. The interest rate is 9.2% per annum
with monthly principal and interest payments of $432.62 and is due March of
2007. From January through March of 2005, RGA made principal payments of $1,009
on this note and $979 was reclassed from the long-term portion, as a result, the
outstanding principal balance was $3,090 as of March 31, 2005. From April
through June of 2005, RGA made principal payments of $1,022 on this note and
$2,010 was reclassed from the long-term portion, as a result, the outstanding
principal balance was $4,079 as of June 30, 2005 (See Related Party Transactions
Note 9).

NOTES PAYABLE
In September 2003, the Company received $75,000 of proceeds from an unrelated
third party with the anticipation of structuring a promissory note. However, the
third party has not signed the promissory note as of the date of the
accompanying consolidated financial statements. The Company is accruing interest
at the rate of 15% per annum with the intent to repay the obligation when funds
are available. As of December 31, 2004, the principal outstanding balance was
$75,000. On March 11, 2005, RG made a $5,000 payment on this note. In addition,
construction related work of $23,269 was done at the unrelated third party's
home and was credited as a payment to this note, resulting in a $46,731
outstanding principal balance as of March 31, 2005. In June 2005, $1,100 was
reclassed from accounts payable to this note payable resulting in a $47,831
outstanding balance as of June 30, 2005.
Through May 2004, the Company had received $185,100 of proceeds in the form of a
loan from an unrelated third party. The Company intends to retire the unsecured
loan with the issuance of common stock before September 30, 2005. The Company is
accruing interest at the rate of 10% per annum for 90 days from June 15, 2004
and 18% subsequently. As of December 31, 2004, the outstanding principal balance
was $185,100. On February 9, 2005, $2,500 of this loan converted into 4,167
shares of the Company's stock.
On February 5, 2005, the Company had received $7,000 of proceeds and on February
26, 2005 the Company had received $10,000 of proceeds in the form of a loan from
an unrelated third party. This loan is a non-interest bearing note and does not
have a defined repayment date. The outstanding principal balance of this note
was $17,000 as of June 30, 2005.


                                       10
<PAGE>

CONVERTIBLE DEBENTURE NOTE

In February 2005, the Company signed a definitive agreement with Spencer Clarke
LLC ("Spencer Clarke") in which Spencer Clarke was engaged as 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. The Company had used the proceeds of the debenture transaction to
retire selected debt, finance the growth of several restoration projects in
areas severely damaged by recent hurricanes and for other strategic corporate
initiatives. The debentures were due and payable on July 31, 2005.

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

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

LONG-TERM DEBT

LONG-TERM DEBT - RELATED PARTY

In October 2003, the Company executed a $15,000 unsecured promissory note, of
which $10,818 was outstanding at December 31, 2004 and $7,699 was recorded as
long-term debt. The promissory note is with an officer of RG. The interest rate
is 9.2% per annum with monthly principal and interest payments of $432.62 and is
due March of 2007. In March 2005, $979 was reclassed from long-term debt to
short-term debt. In June 2005, $2,010 was reclassed from long-term debt to
short-term debt (See Related Party Transactions Note 9).

7.    STOCKHOLDERS' DEFICIT

ISSUANCES OF COMMON STOCK

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

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

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


                                       11
<PAGE>

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

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

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

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

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

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

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

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

In April, May, and June 2005, 26,666 shares of common stock were issued from
previously recorded Common Stock subscribed.

COMMON STOCK SUBSCRIBED

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

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


                                       12
<PAGE>

In April, May, and June 2005, 26,666 shares of common stock were issued from
previously recorded Common Stock subscribed.

COMMON STOCK WARRANTS

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

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

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

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

STOCK OPTIONS

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

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


                                       13
<PAGE>

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 June 30,
2005.

The Company has included $231,140 of unpaid Federal payroll taxes and employee
withholdings and related penalties and interest in the account classified
withholding taxes payable as of June 30, 2005. Of this liability, $178,449 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. However, such amounts
are subject to potential federal tax liens (See Subsequent Events Note 10).

Through our subsidiary, RGA, the Company leases 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.

The Company has 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 June 30, 2005
is $127,368 and is being amortized over a ten (10) year period.

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

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

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

9.    RELATED PARTY TRANSACTIONS

In October 2003, the Company executed a $75,000 unsecured promissory note, of
which $23,959 is outstanding at June 30, 2005. The promissory note is with an
officer of RG, the interest rate is 10% per annum and the note is due on demand.

In October 2003, the Company executed a $15,000 unsecured promissory note, of
which $8,788 is outstanding at June 30, 2005. The promissory note is with an
officer of RG. The interest rate is 9.2% per annum with monthly principal and
interest payments of $432.62 and is due March of 2007.


                                       14
<PAGE>

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

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

10.   SUBSEQUENT EVENTS

On July 28, 2005, the Company paid the IRS $100,000 of unpaid Federal payroll
taxes and employee withholdings in the account classified withholding taxes
payable as of June 30, 2005.

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

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

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

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.


                                       15
<PAGE>

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

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

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

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

GENERAL

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

RECENT DEVELOPMENTS

In February 2005, we signed a definitive agreement with Spencer Clarke LLC
("Spencer Clarke") in which Spencer Clarke was engaged as 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. The debentures
were due and payable on July 31, 2005.

Effective July 30, 2005, the Company's Convertible Debenture Note was amended
such that the maturity date was changed to October 31, 2005 or the Company
having completed an offering of either debt or equity or both in excess of
$2,000,000. The Holder waives any and all defaults without further recourse
until the amended maturity date of October 31, 2005 is reached. In consideration
of the waiver and extension of the maturity date to October 31, 2005, the
Company shall issue warrants to purchase the Company's $0.001 par value common


                                       16
<PAGE>

stock. For every $10,000 of principal amount of debenture outstanding, the
Holder will receive a warrant to purchase 1,000 of common stock at an exercise
price of $0.38 per share. As a result of there being $400,000 principal amount
of debentures outstanding, the Company will issue 40,000 warrants to Holder with
the warrants expiring on July 30, 2008.

On July 28, 2005, the Company paid the IRS $100,000 of unpaid Federal payroll
taxes and employee withholdings in the account classified withholding taxes
payable as of June 30, 2005.

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

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


                                       17
<PAGE>

RESULTS OF OPERATIONS

THREE AND SIX MONTHS ENDED JUNE 30, 2005 COMPARED TO THE THREE AND SIX MONTHS
ENDED JUNE 30, 2004

<TABLE>
<CAPTION>

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


                                               THREE MONTHS ENDED             SIX MONTHS ENDED
                                                    JUNE 30,                      JUNE 30,
                                           --------------------------    --------------------------
                                               2005           2004          2005            2004
                                           -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>
REVENUES                                   $ 2,084,952    $   789,475    $ 5,019,518    $ 1,286,077

COST OF REVENUES                             1,332,079        634,503      2,845,968      1,078,698
                                           -----------    -----------    -----------    -----------
GROSS PROFIT                                   752,873        154,972      2,173,550        207,379

OPERATING EXPENSES:
Selling, general and administrative            258,487        123,628        587,662        256,929
Compensation, payroll taxes and benefits       174,847        389,799        754,789        718,994
Stock compensation                               3,250        123,759        314,838        167,736
Consulting and contract labor                   60,429        169,618        121,779        203,541
Professional                                    91,275         80,335        131,305        232,082
Recovery of impairment                              --             --       (116,669)            --
Rent                                            82,078         38,788        152,339         77,701
Depreciation                                    23,524          9,249         40,443         19,184
                                           -----------    -----------    -----------    -----------
TOTAL OPERATING EXPENSES                       693,890        935,176      1,986,486      1,676,167
                                           -----------    -----------    -----------    -----------
INCOME (LOSS) FROM OPERATIONS                   58,983       (780,204)       187,064     (1,468,788)

OTHER INCOME (EXPENSE):
Other income (expense), net                     (9,248)         2,219          2,096         68,147
Interest and financing cost, net               (13,349)         1,995       (131,389)       (10,858)
                                           -----------    -----------    -----------    -----------
TOTAL OTHER INCOME (EXPENSE)                   (22,597)         4,214       (129,293)        57,289
                                           -----------    -----------    -----------    -----------
NET INCOME (LOSS)                          $    36,386    $  (775,990)   $    57,771    $(1,411,499)
                                           ===========    ===========    ===========    ===========
</TABLE>

THREE MONTHS ENDED JUNE 30, 2005

Revenue:
Operating revenue increased $1,295,477, or 164%, to $2,084,952 for the three
months ended June 30, 2005, from $789,475 for the three months ended June 30,
2004. The increase was primarily the result of RGA's storm related construction
work in Florida.

Cost of Sales:
Cost of sales increased $697,576, or 110%, to $1,332,079 for the three months
ended June 30, 2005, from $634,503 for the three months ended June 30, 2004. The
increase was primarily the result of RGA's storm related construction work in
Florida.


                                                18
<PAGE>

Operating Expenses:
Operating expenses decreased $241,286 or 26%, to $693,890 for the three months
ended June 30, 2005 from $935,176 for the three months ended June 30, 2004. The
decrease was primarily the result of $223,380 of sales commissions forgiven,
$20,000 officer wages forgiven, $20,000 consulting and professional fees
forgiven, and overhead reduction consisting of a smaller workforce and less use
of outside consultants paid with Company stock.

Other Income (Expense):
Other income (expense) decreased $26,811, or 636% to $22,597 of expense for the
three months ended June 30, 2005 from $4,214 of income for the three months
ended June 30, 2004. The decrease was primarily the result of approximately
$13,000 of interest expense on notes payable and debenture notes.

SIX MONTHS ENDED JUNE 30, 2005

Revenue:
Operating revenue increased $3,733,441, or 290%, to $5,019,518 for the six
months ended June 30, 2005, from $1,286,077 for the six months ended June 30,
2004. The increase was primarily the result of RGA's storm related construction
work in Florida.

Cost of Sales:
Cost of sales increased $1,767,270, or 164%, to $2,845,968 for the six months
ended June 30, 2005, from $1,078,698 for the six months ended June 30, 2004. The
increase was primarily the result of RGA's storm related construction work in
Florida.

Operating Expenses:
Operating expenses increased $310,319, or 19%, to $1,986,486 for the six months
ended June 30, 2005 from $1,676,167 for the six months ended June 30, 2004. The
increase was primarily the result of an increase of $147,102 in non cash stock
compensation and $223,380 of sales commissions forgiven, $20,000 officer wages
forgiven, $20,000 consulting and professional fees forgiven.

Other Income (Expense):
Other income (expense) decreased $186,582, or 326% to $129,293 of expense for
the six months ended June 30, 2005 from $57,289 of income for the six months
ended June 30, 2004. The increase was primarily the result of approximately
$52,000 of placement fees, $14,000 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 $10,050 at June 30, 2005 as compared to $111,345
at December 31, 2004 and working capital deficit was $1,631,672 at June 30, 2005
as compared to $1,877,384 at December 31, 2004. The decrease in the working
capital deficit is primarily due to the issuance of convertible debenture notes
in the amount of $400,000 and increased cash flow from operations.

Operating Activities:
Net cash used by operating activities was $122,002 for the six months ended June
30, 2005 compared to $415,331 used in operating activities for the six months
ended June 30, 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 $391,331 for the six months ended June
30, 2005 compared to $459,805 for the six months ended June 30, 2004. The
decrease in cash used in investing activities was primarily result of an
acquisition purchase price adjustment of $404,860 in the six months ended Junes
30, 2004 offset by $179,728 certificate of deposit securing the company's
revolving line of credit facility, and an increase of $156,658 for purchases of
property and equipment related to the Company's construction business in the six
months ended June 30, 2005.


                                       19
<PAGE>

Financing Activities:
Net cash provided by financing activities was $412,038 for the six months ended
June 30, 2005 compared to $932,384 for the six months ended June 30, 2004. The
decrease of net cash provided by financing activities of $520,346 is primarily
result of $872,076 proceeds for the sale of common stock in the six months ended
June 30, 2004 offset by the $400,000 proceeds from issuance of convertible
debenture notes in the six months ended June 30, 2005.

SHORT-TERM DEBT

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

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

On May 17, 2005, RG entered into a revolving line of credit facility with a bank
in the amount of $40,000 and $40,000 was received by the Company against the
facility. The outstanding balance of this revolving line of credit facility is
$40,000 on June 30, 2005. The revolving line of credit facility is fully secured
by a $40,000 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 June 30, 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 of 2005, RGA made principal payments of $1,009
on this note and $979 was reclassed from the long-term portion, as a result, the
outstanding principal balance was $3,090 as of March 31, 2005. From April
through June of 2005, RGA made principal payments of $1,022 on this note and
$2,010 was reclassed from the long-term portion, as a result, the outstanding
principal balance was $4,079 as of June 30, 2005 (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 a promissory note. However, the third party
has not signed the promissory note as of the date of the accompanying
consolidated financial statements. We are accruing interest at the rate of 15%
per annum with the intent to repay the obligation when funds are available. As
of December 31, 2004, the principal outstanding balance was $75,000. On March
11, 2005, RG made a $5,000 payment on this note. In addition, construction
related work of $23,269 was done at the unrelated third party's home and was
credited as a payment to this note, resulting in a $46,731 outstanding principal
balance as of March 31, 2005. In June 2005, $1,100 was reclassed from accounts
payable to this note payable resulting in a $47,831 outstanding balance as of
June 30, 2005.


                                       20
<PAGE>

Through May 2004, we had received $185,100 of proceeds in the form of a loan
from an unrelated third party. We intend to retire the unsecured loan with the
issuance of common stock before September 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.

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 a loan from an unrelated
third party. This loan is a non-interest bearing note and does not have a
defined repayment date. The outstanding principal balance of this note was
$17,000 as of June 30, 2005.

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. The debentures
were due and payable on July 31, 2005.

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

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

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. In June 2005, $2,010 was reclassed from long-term debt to
short-term debt.


                                       21
<PAGE>

STOCKHOLDERS' DEFICIT

ISSUANCES OF COMMON STOCK

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

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

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

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

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

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

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

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

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

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

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


                                       22
<PAGE>

In April, May, and June 2005, 26,666 shares of common stock were issued from
previously recorded Common Stock subscribed.

COMMON STOCK SUBSCRIBED

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

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

In April, May, and June 2005, 26,666 shares of common stock were issued from
previously recorded Common Stock subscribed.

COMMON STOCK WARRANTS

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

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

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

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

STOCK OPTIONS

From January thru March 2005, 233,333 employee stock options were granted to
three employees at a strike price of $0.30 per share and 833,334 stock options
were granted to two consultants at a strike price of $0.50 per share. The stock
options to employees at $0.30 per share were based upon a previous private
placement offering. The stock options to the consultants at $0.50 per share was


                                       23
<PAGE>

based upon a previous private placement offering and adjusted higher to reflect
a premium of 67% in exchange for immediate vesting of the stock options. In
addition, in February 2005, 833,334 employee stock options were cancelled for
two employees at a strike price of $0.30 per share.

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

LIQUIDITY

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

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

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

We cannot give assurance that we will generate sufficient cash flow from
operations or obtain additional financing to meet scheduled debt payments and
financial covenants. If we fail to make any required payment under the
agreements and related documents governing indebtedness or fail to comply with
the financial and operating covenants contained in them, we would be in default.
The financial statements do not include any adjustments to reflect the possible
effects on recoverability and classification of assets or the amounts and
classification of liabilities, which may result from the inability of RG to
continue as a going concern.

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

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

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.


                                       24
<PAGE>

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

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

<TABLE>
<CAPTION>
                                                                     PAYMENTS DUE BY PERIOD
                                           -------------------------------------------------------------------------
                                                          LESS THAN 1
CONTRACTUAL OBLIGATIONS                       TOTAL          YEAR         1-3 YEARS      4-5 YEARS     AFTER 5 YEARS
-----------------------                    -----------    -----------    -----------    -----------    -------------
<S>                                        <C>            <C>            <C>            <C>            <C>
Short-Term Debt:
Bank Line of Credit                        $   179,582    $   179,582    $        --    $        --    $          --
Notes Payable-Related Party                     33,038         33,038             --             --               --
Notes Payable                                  261,530        261,530             --             --               --
Convertible debenture notes                    400,000        400,000             --             --               --
                                           -----------    -----------    -----------    -----------    -------------
                                               874,150        874,150             --             --               --
                                           ===========    ===========    ===========    ===========    =============
Long-Term Debt:
Notes Payable                                    4,710             --          4,710             --               --
                                           -----------    -----------    -----------    -----------    -------------
                                                 4,710             --          4,710             --               --
                                           ===========    ===========    ===========    ===========    =============
Total Debt                                 $   878,860    $   874,150    $     4,710    $        --    $          --
                                           ===========    ===========    ===========    ===========    =============
</TABLE>

2005 OUTLOOK

The ability to invest further will be heavily dependent on securing additional
capital from investors or debt financing along with the successful
implementation of the business strategy. There is no assurance that additional
equity or debt financing will be available on terms acceptable to RG management.
If we are unable to obtain additional capital or successfully implement our
business strategy, this will have a significant impact on our ability to
continue as a going concern.

ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

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

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

We are subject to various unasserted claims from vendors for non-payment of
accounts payable plus related legal fees. Excluding legal fees, which cannot be
estimated, we have included all amounts in accounts payable as of June 30, 2005.

We have included $231,140 of unpaid Federal payroll taxes and employee
withholdings and related penalties and interest in the account classified
withholding taxes payable as of June 30, 2005. Of this liability, $178,449 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


                                       25
<PAGE>

PBS, the Company assumed PBS's $52,691 of unpaid Federal payroll taxes and
employee withholdings and related penalties and interest. However, such amounts
are subject to potential federal tax liens. Additionally, the Company structured
a payment plan for the remaining balance.

On July 28, 2005, the Company paid the IRS $100,000 of unpaid Federal payroll
taxes and employee withholdings in the account classified withholding taxes
payable as of June 30, 2005.

ITEM 2. CHANGES IN SECURITIES

ISSUANCES OF COMMON STOCK

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

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

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

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

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

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

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

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

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


                                       26
<PAGE>

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

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

In April, May, and June 2005, 26,666 shares of common stock were issued from
previously recorded Common Stock subscribed.

COMMON STOCK SUBSCRIBED

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

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

In April, May, and June 2005, 26,666 shares of common stock were issued from
previously recorded Common Stock subscribed.

COMMON STOCK WARRANTS

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

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

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

Effective July 30, 2005, the Company's Convertible Debenture Note was amended
such that the maturity date was changed to October 31, 2005 or the Company
having completed an offering of either debt or equity or both in excess of
$2,000,000. The Holder waives any and all defaults without further recourse
until the amended maturity date of October 31, 2005 is reached. In consideration


                                       27
<PAGE>

of the waiver and extension of the maturity date to October 31, 2005, the
Company shall issue warrants to purchase the Company's $0.001 par value common
stock. For every $10,000 of principal amount of debenture outstanding, the
Holder will receive a warrant to purchase 1,000 of common stock at an exercise
price of $0.38 per share. As a result of there being $400,000 principal amount
of debentures outstanding, the Company will issue 40,000 warrants to Holder with
the warrants expiring on July 30, 2008.

STOCK OPTIONS

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

None

ITEM 5. OTHER INFORMATION

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

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


                                       28
<PAGE>

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

ITEM 6. EXHIBITS

(a)   Exhibits

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Exhibit  Title                                                                  Location
------------------------------------------------------------------------------------------------
<S>      <C>                                                                    <C>
4.1      2004 Omnibus Stock Option Plan                                         Attached
------------------------------------------------------------------------------------------------
4.2      Form of Private Placement Offering dated December 10, 2004             Attached
------------------------------------------------------------------------------------------------
4.3      Form of Senior Subordinated Convertible Debenture                      Attached
------------------------------------------------------------------------------------------------
4.4      Form of Subscription Agreement                                         Attached
------------------------------------------------------------------------------------------------
10.1     Consulting Agreement dated February 1, 2005 between Bruce A. Hall and
         the Company                                                            Attached
------------------------------------------------------------------------------------------------
10.2     Consulting Agreement dated February 1, 2005 between John N. Brobjorg
         and the Company                                                        Attached
------------------------------------------------------------------------------------------------
10.3     Consulting Agreement dated January 1, 2005 between  Schooner Realty,
         Inc and the Company                                                    Attached
------------------------------------------------------------------------------------------------
10.4     Employment Agreement dated March 1, 2005 between Frank Dahlberg and
         the Company                                                            Attached
------------------------------------------------------------------------------------------------
10.5     Employment Agreement dated October 19, 2004 between James Rea and the
         Company                                                                Attached
------------------------------------------------------------------------------------------------
10.6     Employment Agreement dated October 19, 2004 between John E. Rea and
         the Company                                                            Attached
------------------------------------------------------------------------------------------------
10.7     Employment Agreement dated December 1, 2004 between Kevin Dahlberg
         and the Company                                                        Attached
------------------------------------------------------------------------------------------------
10.8     Consulting Agreement dated April 1, 2005 between Richard Nelson and
         the Company                                                            Attached
------------------------------------------------------------------------------------------------
10.9     Financial Advisory Agreement dated February 1, 2005 between Spencer
         Clarke LLC and the Company                                             Attached
------------------------------------------------------------------------------------------------
31.1     Certification by Principal Executive Officer                           Attached
------------------------------------------------------------------------------------------------
31.2     Certification of Principal Financial Officer                           Attached
------------------------------------------------------------------------------------------------
32       Certifications of Principal Executive and Financial Officer Pursuant
         to 906                                                                  Attached
------------------------------------------------------------------------------------------------
</TABLE>



                                       29
<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       August 24, 2005
----------------------------
John E. Rea


/s/ Bruce A. Hall              Principal Financial Officer       August 24, 2005
----------------------------
Bruce A. Hall


                                       30