SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

                            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
November 9, 2004: 118,885,605

<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............................................24

Item 3. Evaluation of Disclosure Controls and Procedures.....................34

PART II - OTHER INFORMATION..................................................34

Item 1.  Legal Proceedings...................................................34

Item 2. Changes in Securities................................................35

Item 3. Defaults Upon Senior Securities......................................39

Item 4. Submission of Matters to a Vote of Securities Holders................39

Item 5. Other Information....................................................39

Item 6. Exhibits and Reports on Form 8-K.....................................39

SIGNATURES...................................................................41

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

Filed herewith are the following unaudited financial statements:

Consolidated Balance Sheet at September 30, 2004

Consolidated Statements of Operations for the three and nine months ended
September 30, 2004 and 2003

Consolidated Statement of Changes in Stockholders' Deficiency for the nine
months ended September 30, 2004

Consolidated Statements of Cash Flows for the nine months ended September 30,
2004

Notes to Consolidated Financial Statements


                                       1
<PAGE>

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

ASSETS
                                                              September 30,
                                                                  2004
                                                              -------------
Current assets:


Cash and cash equivalents                                     $       -
Contracts receivable, net of allowance for doubtful
   accounts of $74,757                                           701,472
Unbilled revenue                                                  59,765
Prepaid expenses                                                   7,530
Other receivables                                                 95,259
Notes receivable - related party                                  28,485
Notes receivable                                                 268,900
                                                              -----------
Total current assets                                           1,161,411

Property and equipment, net of
   accumulated depreciation of $77,797                           329,253
Goodwill - net                                                   401,033
                                                              -----------
Total assets                                                  $1,891,697
                                                              ===========


               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' DEFICIENCY

LIABILITIES

                                                   September 30,
                                                        2004
                                                   -------------
Current liabilities:
Bank overdraft                                     $       8,030
Accounts payable, trade                                1,334,309
Accrued expenses                                         489,360
Withholding taxes payable                                220,518
Deferred revenue                                         495,346
Bank line of credit                                      270,000
Notes payable - related party                             63,254
Notes payable                                            300,455
                                                   -------------
Total current liabilities                              3,181,272
                                                   -------------

Long-term debt - related party                             8,355
                                                   -------------
Total liabilities                                  $   3,189,627

Commitments and contingencies                                 -

STOCKHOLDERS' DEFICIENCY

Stockholders' deficiency
Preferred stock, $.001 par value, 35,000,000
shares authorized, none issued and outstanding                -
Common stock, $.001 par value, 300,000,000
shares authorized, 118,885,605 issued and
outstanding                                              118,886
Common stock subscribed, 27,614,850 shares                27,615
Additional paid in capital                             5,279,772
Common stock warrants                                    130,000

Accumulated deficit                                   (6,854,203)
                                                   -------------
Total stockholders' deficiency                        (1,297,930)
                                                   -------------

Total liabilities and stockholders' deficiency     $   1,891,697
                                                   -------------


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

                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                        Three Months Ended                   Nine Months Ended
                                                          September 30,                        September 30,
                                                        2004         2003                    2004         2003
                                                    ---------------------------          --------------------------
<S>                                                 <C>             <C>                  <C>            <C>     <C>
Revenues                                            $  476,689      $        -           $ 1,762,766    $        -

Cost of revenues                                       262,150               -             1,340,848             -
                                                    ---------------------------          --------------------------
Gross profit                                           214,539               -               421,918             -

Operating expenses:

Selling, general and administrative                    144,912            2,956              421,841         17,274

Compensation, payroll taxes and benefits               398,244               -             1,128,238              -

Consulting and contract labor                          351,928               -               555,469              -

Professional                                            15,894               -               384,712              -

Rent                                                    44,240               -               121,941              -

Depreciation                                            17,024               -                36,208
                                                    ---------------------------          --------------------------
Total operating expenses                               972,242            2,956            2,648,409         17,274
                                                    ---------------------------          --------------------------

Loss from operations                                  (757,703)          (2,956)          (2,226,491)       (17,274)

Other income (expense):

Other income, net                                            -                -               68,147              -

Gain on bankruptcy settlement of land                        -          157,171                    -        157,171

Interest expense                                       (15,901)         (53,000)             (26,759)      (159,257)
                                                    ---------------------------          --------------------------
Total other income (expense)                           (15,901)         104,171               41,388         (2,086)
                                                    ---------------------------          --------------------------
Net income (loss)                                   $ (773,604)      $  101,215          $(2,185,103)   $   (19,360)
                                                    ===========================          ==========================

Net income (loss) per share - basic and diluted     $    (0.01)      $     0.01          $     (0.02)   $     0.00
                                                    ===========================          ==========================
</TABLE>

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

                                       4
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                                   (Unaudited)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004


<TABLE>
<CAPTION>
                                                                                               Additional   Common
                             Preferred        Common Stock          Common Stock -     Paid-In      Stock   Accumulated    Total
                               Stock                                   Subscribed                                        Stockholder
                           Shares  Amount     Shares     Amount    Shares    Amount    Capital    Warrants    Deficit    Deficiency
                          ----------------------------------------------------------------------------------------------------------
<S>                          <C>  <C>   <C>           <C>     <C>          <C>       <C>         <C>       <C>          <C>
Balance at December
  31, 2003                   -    $ -    8,440,040    $ 8,440          -   $ -       $2,743,561  $100,000  $(4,669,100) $(1,817,099)

Stock issued for
subscribed stock                           955,000        955   (955,000)     (955)           -         -            -            -

Stock issued for
professional services        -      -    2,058,048      2,058    693,330       693      404,653         -            -      407,404

Stock issued for
directors' fees              -      -      300,000        300          -         -       19,700         -            -       20,000

Proceeds from sale of        -      -   11,093,466     11,094  3,440,000     3,440      952,542         -            -      967,076
common stock

Stock issued in              -      -    2,689,000      2,689          -         -      266,211         -            -      268,900
exchange for note
receivable

Stock issued for             -      -    6,655,846      6,656  4,226,520     4,227      579,513         -            -      590,396
conversion of notes
payable

Stock issued for             -      -    4,423,968      4,424          -         -      402,409         -            -      406,833
conversion of accounts
payable

Stock issued and             -      -       10,002         10          -         -          490         -            -          500
held by transfer agent
for instruction

Stock issued for property    -      -      490,000        490          -         -       28,510         -            -       29,000
and equipment

Stock issued for employee                  220,000        220    100,000       100       20,680         -            -       21,000
compensation

Stock issued in              -      -      550,235        550    110,000       110       47,363         -            -       48,023
exchange for other
receivables

Stock issued for RGA                    80,000,000     80,000 20,000,000    20,000     (100,000)        -            -            -
acquisition

Stock issued for PBS                     1,000,000      1,000          -         -      349,000         -            -      350,000
acquisition

Stock warrant issued         -      -           -          -           -         -      (30,000)    30,000           -            -
for equity services

Purchase price
adjustment                                      -          -           -         -     (404,860)        -            -     (404,860)

Net loss, nine               -      -           -          -           -         -            -         -   (2,185,103)  (2,185,103)
months ended September
30, 2004
                          ----------------------------------------------------------------------------------------------------------
Balance at
September 30, 2004           -     $-  118,885,605   $118,886 27,614,850   $27,615   $5,279,772   $130,000 $(6,854,203) $(1,297,930)
</TABLE>


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

                                       5
<PAGE>

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





<TABLE>
<CAPTION>
                                                                                   Nine Months Ended
                                                                                      September 30,
                                                                                2004                 2003
                                                                        --------------------------------------
<S>                                                                     <C>                   <C>
Operating Activities:
Net loss                                                                $    (2,185,103)      $       (19,360)
Adjustments to reconcile net loss to net cash used in
 operating activities:
   Depreciation                                                                  36,208                 1,125
   Provision for doubtful accounts                                              (20,051)                   -
   Stock issued for professional services                                       407,404                    -
   Stock issued for employee compensation                                        21,000                    -
   Stock issued for directors' fees                                              20,000                    -
   Gain on bankruptcy settlement of land                                              -              (157,171)
   Changes in operating assets and liabilities:
      Decrease in contracts receivable                                           62,237                    -
      Increase in unbilled revenue and deferred revenue, net                    375,959                    -
      Decrease in prepaid expenses                                               18,228                    -
      Decrease in other receivables                                               5,784                    -
      Increase in notes receivable - related party                                 (116)                   -
      Increase in bank overdraft                                                 (8,030)                   -
      Increase (decrease) in accounts payable, trade                            345,450                14,613)
      Increase in accrued expenses                                              357,208                59,257
      Increase in withholding taxes payable                                      28,850                    -
                                                                        --------------------------------------
Net cash used in operating activities                                           534,972)              (30,762)

Investing Activities:
Purchases of property and equipment                                             (60,481)                   -
Acquisition purchase price adjustment                                          (404,860)                   -
                                                                        --------------------------------------
Net cash used in investing activities                                          (465,341)                   -

Financing Activities:
Repayments of notes payable - related party                                    (156,216)                   -
Repayments of bank line of credit                                              (130,000)                   -
Proceeds from sale of common stock                                              967,076                    -
Proceeds from issuance of notes payable                                         211,356                    -
Proceeds from issuance of notes payable - related party                          90,305                    -
Advances from stockholders                                                        9,702                30,675
                                                                        --------------------------------------
Net cash provided by financing activities                                       992,223                30,675


Net decrease in cash and cash equivalents                                        (8,090)                  (87)
Cash and cash equivalents at beginning of period                                  8,090                   212
                                                                        --------------------------------------
Cash and cash equivalents at end of period                              $            -              $     125
                                                                        ======================================

Cash paid during the period for interest                                $        23,949                    -
                                                                        ======================================

Supplemental Disclosure of Non-Cash Transactions:
Stock issued for conversion of accounts payable                         $       406,833             $      -
Stock issued for conversion of notes payable                                    590,396                    -
Stock issued for purchase of property and equipment                              29,000                    -
Stock issued in exchange for other receivable                                    48,023                    -
Stock issued in exchange for note receivable                                    268,900                    -
Stock issued for RGA acquisition                                              1,900,000                    -
Stock issued for PBS acquisition                                                350,000                    -
Net liabilities assumed in PBS acquisition                                       36,278                    -
Stock issued and held by transfer agent for instruction                             500                    -
Warrant issued for equity advisory service                                       30,000                    -
</TABLE>


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

                                       6
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

1.   HISTORY AND NATURE OF BUSINESS

RG America, Inc. ("RG" or the "Company"), formerly known as Invvision Capital,
Inc. ("Invvision") is a publicly-traded company that provides a broad array of
fee-based services that address clients' risk management needs for their real
estate assets. This is accomplished by addressing procedures and costs
associated with the risk of a possible loss such as loss control activities and
purchasing traditional insurance products. RG also addresses the consequences of
a loss after it has occurred by adjusting claims, restoring property and
minimizing business interruption costs.

Effective as of December 30, 2003, we acquired all of the capital stock of
Restoration Group America 2003, Inc., a Texas corporation ("RGA 2003") and its
wholly-owned subsidiaries in a transaction that was accounted for as a
combination of entities under common control. The wholly-owned subsidiaries of
RGA 2003 that were acquired included: (i) RG Insurance Services, Inc., a Texas
corporation ("RGIS") which is a general insurance agency, (ii) RG Risk
Management, Inc., a Texas corporation ("RGRM") which is engaged in the business
of providing claims management services, (iii) RG Restoration, Inc., a Texas
corporation ("RGR") which is engaged in the business of performing commercial
property restoration services and (iv) Restoration Group America, Inc., a Texas
corporation ("RGA") which holds the intellectual property rights to the
proprietary PropertySMARTsm program. The entities sometimes referred to herein
as RGIS, RGRM, RGR and RGA are now indirect wholly-owned subsidiaries of
Invvision.

According to the terms of the Acquisition Agreement between RG and RGA 2003, in
April 2004, we issued 80,000,000 shares of our common stock to the shareholders
of RGA 2003 as follows: 60,000,000 shares once our Amended and Restated Articles
of Incorporation were declared effective and 20,000,000 shares upon the
satisfaction of certain conditions. As a result of this issuance, 20,000,000
shares were unissued subject to the satisfaction of certain additional
conditions. In June 2004, the required conditions were met and the Company has
recorded the 20,000,000 shares as Common Stock Subscribed.
(See Acquisition - Note 7, and Stockholders' Deficiency - Note 9)

On August 10, 2004, RG acquired all of the common stock of Practical Business
Solutions 2000, Inc. ("PBS"). The aggregate purchase was $350,000, which payment
consisted of one million (1,000,000) restricted shares of RG's common stock. The
terms included (1) an agreement by the stockholders of PBS to escrow 333,333
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 35,100 of the purchase consideration
shares. (See Acquisition - Note 7)

We were a development stage company through December 31, 2003. As a result of
the acquisition of RGA 2003 as discussed above, we are an operating entity and
are no longer in the development stage effective as of January 1, 2004.

In August 2004, the shareholders of the Company approved the name of the Company
to be changed to RG from Invvision.


2.   GOING CONCERN

The accompanying consolidated financial statements of RG have been prepared
assuming that we will continue as a going concern. However, we have and continue
to incur net losses which have resulted in a significant accumulated deficit and
stockholders' deficiency at September 30, 2004. We had net losses of $2,185,103
and $19,360 for the nine months ended September 30, 2004 and 2003, respectively.

                                       7
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

At September 30, 2004, current liabilities exceeded current assets by
$2,019,861, stockholders' deficiency was $1,297,930 and we had an accumulated
deficit of $6,854,203.

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

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

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

We expect revenues will increase throughout the remainder of 2004 as a result of
the acquisition of RGA 2003 on December 30, 2003 and the acquisition of PBS on
August 10, 2004 as noted above. Additionally, we have been successful in
obtaining funding from the private sale of common stock in 2004 as discussed in
Stockholders' Deficiency - Note 9. There is no guarantee that we will be
successful in obtaining the required funding required to successfully implement
the business plan.

3. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

We have prepared the accompanying interim financial statements for the three and
nine months ended September 30, 2004 and 2003, included herein without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission
for interim financial statements. Certain information and note disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles in the United States of America "U.S. GAAP" have
been condensed or omitted pursuant to such rules and regulations relating to the
preparation of interim financial statements.

In the opinion of management, the accompanying unaudited interim financial
statements include all adjustments necessary for their fair presentation in
conformity with U.S. GAAP.

Principles of Consolidation

The accompanying consolidated financial statements include the general accounts
of RG and RGA 2003 and their subsidiaries listed previously as of September 30,
2004 and all significant intercompany transactions, accounts and balances have
been eliminated.

                                       8
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

Use of Estimates

When preparing financial statements in conformity with U.S. GAAP, management
must make estimates based on future events which affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities as
of the date of the financial statements, and revenues and expenses during the
reporting period. Actual results could differ from these estimates. Significant
estimates include the allowance for doubtful accounts, value of non-cash
issuances of common stock and revenue recognition on remediation and
reconstruction contracts.

Contracts Receivable

Contracts receivable result from the performance of remediation and
reconstruction services based on both fixed-price and negotiated contract
prices. In accordance with terms of some contracts, a certain percentage of the
total contract price is withheld pending customer acceptance at the completion
of the contract. Accordingly, these amounts have been classified as "retainage"
and are included as a component of contracts receivable. We estimate the
allowance for doubtful accounts based upon a review of outstanding receivables,
historical collection information, and existing economic conditions. Management
reviews the customer accounts on a routine basis to determine collectibility and
if an account should be charged off.

Revenue Recognition - Construction

The majority of revenues are generated through the successful bidding and
execution of remediation and reconstruction contracts. We perform work under
fixed price as well as negotiated contracts. The contract period varies with
approximately ninety percent of the contracts being completed within twelve
months of the start date. We recognize revenues from contracts on the percentage
of completion method, measured by multiplying the contract amount, including
change orders, by the proportion of costs incurred to date, to estimated total
costs for each contract. Contracts in progress are valued at cost plus accrued
profit, less billings to date on uncompleted contracts. This method is used
because management considers it to be the best available measure of progress on
contracts in process. Allocated job costs include all direct material, labor
costs and sub-contracting expenses and various direct costs which can be
specifically allocated to individual contracts. Unallocated contract costs as
well as general and administrative expenses are charged to expense as incurred.
Provisions for losses on uncompleted contracts are made in the period in which
such losses are determined without reference to percentage completion. No
significant losses on uncompleted contracts existed at September 30, 2004.
Changes in job performance, job conditions and estimated profitability,
including those arising from contract penalty provisions, and final contract
settlements may result in revisions to costs as well as income and are
recognized in the period in which revisions are determined. The liability
account Deferred revenue in the accompanying Consolidated Balance Sheet includes
those amounts that have been billed out to the customer but the revenue has not
yet been earned.

Revenue Recognition - Insurance

Insurance premiums collected are primarily for terms of one year. We recognize
commission revenue over the course of the year as the commissions are earned and
defer revenue recognition on commissions not yet earned. The liability account
Deferred revenue in the accompanying Consolidated Balance Sheet includes those
amounts that would have to be paid to the insurance carrier if an insurance
policy was cancelled.

                                       9
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

Net Income (Loss) Per Share

Basic net loss per common share (Basic EPS) excludes dilution and is computed by
dividing net 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. At September 30, 2004 and 2003, there were no
common stock equivalents outstanding that were dilutive.

<TABLE>
<CAPTION>
                                                    Three Months Ended                        Nine Months Ended
                                                       September 30,                             September 30,
                                                     2004               2003                 2004                  2003
                                                     ----               ----                 ----                  ----
<S>                                             <C>                 <C>                  <C>                  <C>
Net income (loss), as reported (numerator)        ($773,604)          $101,215           ($2,185,103)           ($19,360)
                                                   ========           ========            ==========             =======
Weighted average number of common
shares outstanding (denominator)                140,149,118         11,489,990            92,678,730          11,489,990
                                                -----------         ----------            ----------          ----------
Net income (loss) per share                     ($      .01         $      .01            ($     .02)         ($     .00)
                                                ===========         ==========             =========           =========
</TABLE>

                                       10
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

Reclassifications

Certain amounts in the three and nine months ended September 30, 2003 financial
statements have been reclassified to conform to the 2004 presentation.

Additionally, the Company has made "Operating expense" reclassifications in the
three months ended March 31, 2004 and June 30, 2004 in the Consolidated
Statements of Operations presentation. The reclassified "Operating expense"
section of the Consolidated Statements of Operations for these periods is
provided below.

<TABLE>
<CAPTION>
                                                                        For the three months ended,
                                                                        6-30-04              3-31-04
                                                                        -------              -------
<S>                                                                    <C>                  <C>
Operating expenses:
Selling, general and administrative                                    $133,628             $143,301
Compensation, payroll taxes and benefits                                400,799              329,195
Consulting and contract labor                                           154,618               48,923
Professional                                                            198,094              170,724
Rent                                                                     38,788               38,913
Depreciation                                                              9,249                9,935
                                                                          -----                -----
Total operating expenses                                               $935,176             $740,991
                                                                       ========             ========
</TABLE>


Such reclassifications have been reflected for the nine month period ended
September 30, 2004 as shown on the Consolidated Statements of Operations.

                                       11
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

4.   CONTRACTS

A)   CONSTRUCTION CONTRACTS

Construction contracts receivable were comprised of the following at September
30, 2004:

Contract receivables billed:
Completed contracts                                                 $   182,500
Contracts in progress                                                   515,352
Retainage                                                                    -
Less: Allowance for doubtful accounts                                  ( 74,757)
                                                                     -----------
                                                                    $   623,095

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 September 30, 2004 were comprised of the following:

Costs incurred on uncompleted contracts                             $ 1,010,198
Estimated earnings                                                      108,220
                                                                     ----------
                                                                      1,118,418
Less: Billings to date                                               (1,462,867)
                                                                     -----------
                                                                    $  (344,449)
Balance sheet presentation:
Unbilled revenue                                                    $    59,765
Deferred revenue                                                       (404,214)
                                                                     ----------
                                                                    $  (344,449)

B)   INSURANCE CONTRACTS

Balance sheet presentation:                                         $        -
Unbilled                                                                (91,132)
                                                                     ----------
Deferred revenue                                                    $   (91,132)
                                                                     ==========

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.

C)   ENGINEERING CONTRACTS

Engineering contracts receivable were comprised of the following at September
30, 2004:

Contract receivables billed:
Completed contracts                                                 $        -
Contracts in progress                                                    78,377
Retainage                                                                    -
Less: Allowance for doubtful accounts                                        -
                                                                     ----------
                                                                    $    78,377

                                       12
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

5.   MARKETABLE SECURITIES

In June 2004, we received from a corporation, which is a strategic partner of
RG, a warrant to purchase 2,000,000 shares of RG's common stock through June
2009 at a price of $3.25 per share in exchange for current and ongoing strategic
financial services. No value was assigned to the warrant since the exercise
price of $3.25 per share significantly exceeds the fair market value of the
stock price per share on the measurement date.
6.   PROPERTY AND EQUIPMENT

Property and equipment were as follows at September 30, 2004:

Leasehold improvements                 $   165,536
Machinery and equipment                    172,333
Furniture and fixtures                      69,182
Accumulated depreciation                   (77,798)
                                       ------------
                                       $   329,253


7.   ACQUISITION

Effective as of December 30, 2003, we acquired all of the capital stock of RGA
2003 and its wholly-owned subsidiaries in a transaction that was accounted for
as a combination of entities under common control. The wholly-owned subsidiaries
of RGA 2003 that were acquired included: (i) RGIS, which is a general insurance
agency, (ii) RGRM, which is engaged in the business of providing claims
management services, (iii) RGR, which is engaged in the business of performing
commercial property restoration services and (iv) RGA, which holds the
intellectual property rights to the proprietary PropertySMARTsm program. All of
these entities are now indirect wholly-owned subsidiaries of RG.

The purchase price was 100,000,000 shares of our common stock valued at $0.019
per share, or a total of $1,900,000. According to the terms of the Acquisition
Agreement between RG and RGA 2003, in April 2004, we issued 80,000,000 shares of
our common stock to the shareholders of RGA 2003 as follows: 60,000,000 shares
once our Amended and Restated Articles of Incorporation were declared effective
and 20,000,000 shares upon the satisfaction of certain conditions. As a result
of this issuance, 20,000,000 shares were unissued subject to the satisfaction of
certain additional conditions. As of June 30, 2004, the required conditions had
been met and the Company recorded the 20,000,000 shares as Common Stock
Subscribed - See Stockholders' Deficiency - Note 9.

Subsequently, we determined that RGA 2003's accounts receivable and accounts
payable balances at December 30, 2003, the effective date of the acquisition,
did not reflect customer credits and accrued vendor liabilities totaling
$404,860. As a result, in June 2004, we adjusted the effect of the related
transactions as a purchase price adjustment through additional paid-in-capital.

On August 10, 2004, RG acquired all of the common stock of Practical Business
Solutions 2000, Inc. ("PBS"). The aggregate purchase was $350,000, which payment
consisted of one million (1,000,000) 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 333,333 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 35,100 of the purchase consideration

                                       13
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


shares. The results of operations of PBS have been included in RG's results of
operations since the completion of the acquisition.

The cost of the acquisition has been allocated to the assets and liabilities
acquired with the remainder recorded as goodwill as follows:

Working capital                                      $ (81,955)
Noncurrent assets and liabilities, net                  45,677
Goodwill                                               401,033
                                                     ---------
Total acquisition cost                               $ 364,755
                                                     =========

The following unaudited pro forma information presents the results of operations
of the Company as if the acquisition had occurred as of the beginning of the
immediately proceeding period. The pro forma information is not necessarily
indicative of what would have occurred had the acquisition been made as of such
periods, nor or is it indicative of future results of operations. The pro forma
amounts give affect to appropriate adjustments for the fair value of the assets
acquired:

<TABLE>
<CAPTION>
                                                     Three months ended                 Nine months ended
                                                         September 30,                    September 30,
                                                    2004             2003             2004          2003
                                                    ----             ----             ----          ----
<S>                                              <C>               <C>            <C>             <C>
Revenues                                         $ 478,939         $288,010       $ 1,857,872     $382,382
Net income (loss) from continuing operations      (858,399)         174,100        (2,399,451)     103,069
Net income (loss)                                 (874,300)         278,271        (2,358,063)     100,983
Net income (loss) per share                      $(   0.01)        $   0.02       $(     0.03)    $   0.01
</TABLE>

8.   DEBT

SHORT-TERM DEBT

Short-term debt at September 30, 2004 consisted of the following:

Bank Line of Credit

$335,000 bank line of credit, dated February 28, 2004,
bearing interest at the bank's prime rate plus three              $  270,000
percent, payable  monthly  with  principal  due at                ==========
maturity on  January 28, 2005.

On March 5, 2003, RG entered into a revolving line of credit facility with Town
North Bank in the amount of $400,000 and the entire capacity of the facility had
been drawn down and was outstanding at December 31, 2003. On February 2, 2004,
we made a principal payment in the amount of $15,000 reducing the outstanding
balance to $385,000. On February 28, 2004, RG signed a Renewal, Extension and
Modification Agreement "February Amendment" which amended the credit agreement
with Town North Bank. The terms of the February Amendment extended the maturity
date from February 28, 2004 to May 28, 2004, decreased the maximum borrowing
amount from $400,000 to $335,000, changed the agreement to a non-revolving
facility and increased the interest rate from the existing 7.9% to the lesser of
the Prime Rate as defined in the February Amendment plus three percent or the
highest lawful interest rate. In connection with the February Amendment, a
mandatory principal payment of $50,000 was made by RG.

                                       14
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

The credit agreement became due on May 28, 2004 and on June 28, 2004, RG signed
a Renewal, Extension and Modification Agreement "May Amendment" which extended
the maturity date of the credit agreement from May 28, 2004 to August 28, 2004,
changed the interest rate to 8.25%, required a mandatory principal payment of
$35,000 and required that a separate bank credit card balance of approximately
$32,000 be paid in full. The Company could not make the required payment and an
RG founder and significant shareholder of the Company made a payment on behalf
of the Company to the bank of $71,004, including expenses (See Notes Payable
below). The line of credit facility is guaranteed jointly and severally by RG
and three of the founders of RGA and is secured by the receivables of RG. On
September 29, 2004, a mandatory principal payment of $20,000 was made by RG. On
September 29, 2004, RG signed a third Renewal, Extension and Modification
Agreement which extended the maturity date of the credit agreement from August
28, 2004 to January 28, 2005. After September 29, 2004, all construction
accounts receivables shall be paid or wired directly to the Lender and the
proceeds thereof shall be divided as follows: sixty (60%) paid to the Lender to
be applied to the principal balance of the note and forty (40%) paid to the
Borrower to be used as working capital. This allocation of the proceeds of
construction accounts receivable shall be applicable until such time as the
principal balance of the note has been paid in full to the Lender. In addition,
not later than October 15, 2004, borrower shall cause a related party to enter
into a written agreement with a licensed Texas realtor, wherein this related
party will list for sale real estate described in the Deed of Trust at a sales
price mutually acceptable to the related party and the Lender, for which the
related party will sell such real estate with the proceeds paid to the Lender to
be applied to the principal balance of the note. (See Subsequent Events - Note
12).

Notes payable - Related Party


$75,000 unsecured promissory note, dated October 2003, bearing
interest at 10% per annum and due on demand.                           $ 19,632

$71,004 unsecured promissory note, dated June 28, 2004, bearing
no interest and due on demand.                                           35,502

$5,000 unsecured promissory note, dated July 30, 2004, bearing
interest at 10% per annum and due on demand.                              5,000

Current portion of long-term debt - Related party                         3,120
                                                                        -------
                                                                       $ 63,254

In October 2003, we executed a $75,000 unsecured promissory note, of which
$19,632 is outstanding at September 30, 2004. The promissory note is with an
officer of RG, interest of 10% per annum and is due on demand. (See Related
Party Transactions - Note 11).

In October 2003, we executed a $15,000 unsecured promissory note, of which
$3,120 is the short term portion outstanding at September 30, 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. (See Related Party Transactions Note 11).

Through December 2003, we had received $197,025 of proceeds in the form of a
loan from Rea Capital Corporation ("RCC"), a major stockholder of RG and which
is wholly owned by Rea Brothers, Limited, an Ontario corporation, which is
wholly owned by a family member of two officers and three directors of RG. For
the three months ended March 31, 2004, an additional $14,301 of proceeds was
received by RG resulting in a balance of $211,326 at June 30, 2004. We retired
the unsecured loan with the issuance of common stock on September 30, 2004. (See
Related Party Transactions Note 11).

                                       15
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

In June 2004, a significant stockholder of the Company and a founder of RG paid
$71,004 on behalf of the Company to a bank for a mandatory payment required
under a line of credit (See Bank Line of Credit above). On August 27, 2004, the
Company made a principal payment of $35,502. The promissory note is unsecured
and is due on demand.

In July 2004, we executed a $5,000 unsecured promissory note, of which $5,000 is
outstanding at September 30, 2004. The promissory note is with an officer of RG,
interest of 10% per annum and is due on demand. (See Related Party Transactions
- Note 11).


Notes payable

$75,000 unsecured promissory note dated September 2004, bearing
interest at 15% per annum and due on demand.                          $  75,000

$185,100 unsecured promissory note, dated May 2004, bearing no
interest and due on demand.                                             185,100

$6,000 unsecured promissory note dated July 2003, bearing interest
at 8% per annum and due on demand.                                        6,000

$8,099 unsecured promissory note dated July 2003, bearing interest
at 8% per annum and due on demand.                                        8,099

$26,256 unsecured promissory note dated September 2004, bearing
interest at 12% per annum and due on demand.                             26,256
                                                                      ---------
                                                                      $ 300,455
                                                                      =========

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.

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 December 31, 2004.

On August 8, 2004, through the acquisition of PBS, we assumed a $6,000 unsecured
promissory note from an unrelated party. We are accruing interest at the rate of
8% per annum with the intent to repay the obligation when funds are available.

On August 8, 2004, through the acquisition of PBS, we assumed a $8,099 unsecured
promissory note from an unrelated party. We are accruing interest at the rate of
8% per annum with the intent to repay the obligation when funds are available.

On September 30, 2004, we had received $26,256 of proceeds in the form of a loan
from an unrelated third party. This loan had an interest rate of 12% and was
repaid on October 14, 2004.

LONG-TERM DEBT

Long-term Debt - Related Party

                                       16
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

$15,000 unsecured promissory note dated October 2003, bearing
interest at 9.2% with monthly payments of $432.32 and due
March 2007                                                             $11,475

Less: Current portion                                                    (3,120)
                                                                       --------
                                                                       $  8,355
                                                                       ========

In October 2003, we executed a $15,000 unsecured promissory note, of which
$11,475 is outstanding at September 30, 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. (See Related Party
Transactions Note 11).

9.   STOCKHOLDERS' DEFICIENCY

Capital Structure

We are authorized to issue up to 300,000,000 shares of common stock, $.001 par
value per share, of which 118,885,605 were issued and outstanding at September
30, 2004 (See Subsequent Events Note 11). We are also authorized to issue up to
35,000,000 shares of preferred stock, $.001 par value per share, of which none
were issued and outstanding at September 30, 2004. Additionally, we had
27,614,850 shares subscribed but not issued at September 30, 2004 and these have
been recorded as Common Stock Subscribed.

In May 2004, we commenced a $1,800,000 private placement of our common stock at
$.30 per share solely to accredited investors. The offering is being conducted
in accordance with Rule 506 of Regulation D promulgated under the Securities Act
of 1933, as amended (the "Act"). As of the date of these financial statements,
no proceeds have been received from this offering.

In August 2004, the stockholders of the Company approved the Company's 2004
Omnibus Stock Plan for the issuance of up to 30,000,000 shares of the Common
Stock. Additionally, in August 2004, the stockholders of the Company approved a
reverse stock split of the issued and outstanding shares of the Company's common
stock by a ratio of between one-for-two and one-for-six, inclusive, to be made
at the sole discretion of the Board of Directors before December 31, 2004. The
Company can provide no assurance that the reverse stock split will be
implemented before December 31, 2004. (see Note 10 - Commitments and
Contingencies)


Issuances of Common Stock

In January 2004, 300,000 shares of common stock were issued for professional
services at $0.05 per share, and $15,000 was recorded as consulting expense. In
March 2004, 379,530 shares of common stock were issued for legal services at
$0.05 per share, and $18,977 was recorded as professional expense. The valuation
of the shares issued was based upon recent sales of common stock through a
private placement offering. The issuance of these shares was exempt from the
registration requirements of the Act pursuant to Section 4(2) of the Act. As a
result of these issuances, the Company issued a total of 679,530 shares and
recorded a total of $33,977 for consulting expense.

In March 2004, 200,000 shares of common stock were issued to two individuals for
directors' services at $0.05 per share, and $10,000 was recorded as directors'
fees expense. The valuation of the shares issued was based upon recent sales of
common stock through our private placement discussed above.

As of March 30, 2004, we concluded a private placement offering under Rule 506
of Regulation D promulgated under the Act. In conjunction with that offering, we
received $484,575 of cash proceeds and issued 9,707,716 shares of our common

                                       17
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)


stock at an average price of $0.05 per share to accredited and non-accredited
investors.

In January 2004, we issued 260,000 shares of common stock at $0.05 per share in
exchange for a note receivable from an unrelated third party. The valuation of
the shares issued was based upon recent sales of our common stock through our
concurrent private placement discussed above. The issuance of these shares was
exempt from the registration requirements of the Act pursuant to Section 4(2) of
the Act.

In January 2004, we issued 6,655,846 shares of common stock at $0.05 per share
in conversion of notes payable to a related party. The valuation of the shares
issued was based upon recent sales of common stock through a private placement
offering. The issuance of these shares was exempt from the registration
requirements of the Act pursuant to Section 4(2) of the Act.

In January 2004, we issued 4,423,968 shares of common stock at $0.05 per share
in conversion of trade accounts payable. The valuation of the shares issued was
based upon recent sales of common stock through our private placement offering.
The issuances of these shares were exempt from the registration requirements of
the Act pursuant to Section 4(2) of the Act.

In January 2004, we issued 10,002 shares of common stock at $0.05 per share and
the transfer agent is holding the shares pending instructions from RG on how the
shares should be named. The valuation of the shares issued was based upon recent
sales of common stock through our private placement discussed above. The
issuance of these shares was exempt from the registration requirements of the
Act pursuant to Section 4(2) of the Act.

In January 2004, we issued 414,685 shares of common stock at $0.05 per share for
an investment in a real estate limited partnership. The valuation of the shares
issued was based upon recent sales of common stock through our private placement
discussed above. The issuances of these shares were exempt from the registration
requirements of the Act pursuant to Section 4(2) of the Act.

In January 2004, we issued 90,000 shares of common stock at $0.10 per share for
the purchase of property and equipment. The valuation of the shares issued was
based upon recent sales of common stock through our private placement discussed
above. The issuance of these shares was exempt from the registration
requirements of the Act pursuant to Section 4(2) of the Act.

In April 2004, 247,166 shares of common stock were issued for professional
services at an agreed to price of $0.05 per share, and $12,357 was recorded as
consulting expense. The valuation of the shares issued was based upon recent
sales of common stock through a private placement offering. In June 2004,
150,000 shares of common stock were issued for professional services at $0.10
per share, and $15,000 was recorded as consulting expense. The valuation of the
shares issued was based upon recent sales of common stock through a private
placement offering. In June 2004, 50,000 shares of common stock were issued for
professional services at $0.45 per share and $22,500 was recorded as consulting
expense. The valuation of the shares issued was based upon the current trading
market price of the common stock. In June 2004, 50,000 shares of common stock
were issued at $0.33 per share, and $16,500 was recorded as consulting expense.
In January 2004, we issued 414,685 shares of common stock at $0.05 per share for
an investment in a real estate limited partnership. In June 2004, we determined
that the joint venture would not proceed and the 414,685 previously issued
shares representing $36,402 were reclassed to professional services as
consulting expense. The issuance of all these shares was exempt from the
registration requirements of the Act pursuant to Section 4(2) of the Act. As a
result of these issuances, during the three months ended June 30, 2004, the
Company issued a total of 911,851 shares and recorded a total of $102,760 for
consulting expense.

                                       18
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

In April 2004, we issued 220,000 shares of common stock at an agreed to price of
$0.05 per share as compensation to employees and recorded $11,000 as
compensation expense. The valuation of the shares issued was based upon recent
sales of our common stock through our concurrent private placement discussed
above. The issuance of these shares was exempt from the registration
requirements of the Act pursuant to Section 4(2) of the Act.

In April 2004, in accordance to the terms of the Acquisition Agreement between
RG and RGA 2003, we issued 80,000,000 shares of our common stock at the agreed
upon $0.019 per share to the shareholders of RGA 2003 as follows: 60,000,000
shares once the Amended and Restated Articles of Incorporation were declared
effective and 20,000,000 shares upon the satisfaction of certain conditions. As
a result of this issuance, 20,000,000 shares remain unissued subject to the
satisfaction of certain additional conditions. As of September 30, 2004, the
required conditions had been met and the Company recorded the 20,000,000 shares
as Common Stock Subscribed. (See History and Nature of Business Note 1, Common
Stock Subscribed below).

In May 2004, 100,000 shares of common stock were issued to an individual for
directors' services at $0.10 per share, and $10,000 was recorded as directors'
fees expense. The valuation of the shares issued was based upon recent sales of
common stock through our private placement discussed above.

In June 2004, we concluded a private placement offering under Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Act"). In conjunction with that offering, we received $387,501 of proceeds,
representing 3,875,750 shares of our common stock at an average price of $0.10
per share to accredited and non-accredited investors. We issued 1,385,750 of
these shares and at September 30, 2004, 2,490,000 shares had not been issued by
the transfer agent and we have recorded the 2,490,000 shares as Common Stock
Subscribed (see Common Stock Subscribed below).

In June 2004, we issued 2,429,000 shares of common stock at $0.10 per share in
exchange for a note receivable from an unrelated third party. The valuation of
the shares issued was based upon recent sales of our common stock through our
concurrent private placement discussed above. The issuance of these shares was
exempt from the registration requirements of the Act pursuant to Section 4(2) of
the Act.

In June 2004, we issued 400,000 shares of common stock at an agreed to price of
$0.05 per share for the purchase of property and equipment from a related party
(See Related Party Transaction - Note 10). The valuation of the shares issued
was based upon recent sales of common stock through our private placement at
$0.05 discussed above. The issuance of these shares was exempt from the
registration requirements of the Act pursuant to Section 4(2) of the Act.

In June 2004, we issued 290,235 shares of common stock at $0.10 per share in
exchange for a subscription receivable from an unrelated third party. The
valuation of the shares issued was based upon recent sales of our common stock
through our concurrent private placement discussed above. The issuance of these
shares was exempt from the registration requirements of the Act pursuant to
Section 4(2) of the Act. In January 2004, we issued 260,000 shares of common
stock at $0.05 per share in exchange for a note receivable from an unrelated
third party. In June 2004, we reclassed the 260,000 shares from a note
receivable to a subscription receivable. In total 550,235 shares of common stock
were issued in exchange for a subscription receivable from two unrelated third
parties.

In July 2004, in accordance to the terms of the Acquisition Agreement between RG
and PBS, we issued 1,000,000 shares of our common stock at the agreed upon $0.35
per share to the stockholders of PBS.

In July 2004, 400,000 shares of common stock were issued for professional
services at $0.29 per share, and $116,000 was recorded as consulting expense.
The valuation of the shares issued was based upon the current trading market

                                       19
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

price of the common stock. In July 2004, 66,667 shares of common stock were
issued for professional services at $0.15 per share, and $10,000 was recorded as
consulting expense. The valuation of the shares issued was based upon the
current trading market price of the common stock. The issuance of these shares
was exempt from the registration requirements of the Act pursuant to Section
4(2) of the Act. As a result of these issuances, during the three months ended
September 30, 2004, the Company issued a total of 466,667 shares and recorded a
total of $126,000 for consulting expense.

In July and August 2004, 955,000 shares of common stock were issued from
previously recorded Common Stock subscribed.


Common Stock Subscribed

In April 2004, in accordance to the terms of the Acquisition Agreement between
RG and RGA 2003, we issued 80,000,000 shares of our common stock at the agreed
upon $0.019 per share to the shareholders of RGA 2003 as follows: 60,000,000
shares once our Amended and Restated Articles of Incorporation were declared
effective and 20,000,000 shares upon the satisfaction of certain conditions. As
a result of this issuance, 20,000,000 shares remain unissued subject to the
satisfaction of certain additional conditions. In June 30, 2004, the required
conditions were met and the Company recorded the 20,000,000 shares as Common
Stock Subscribed.

In June 2004, we concluded a private placement offering under Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Act"). In conjunction with that offering, we received $387,501 of proceeds,
representing 3,875,750 shares of our common stock at an average price of $0.10
per share to accredited and non-accredited investors. We issued 1,385,750 of
these shares and at September 30, 2004, 2,490,000 shares had not been issued by
the transfer agent and we have recorded the 2,490,000 shares as Common Stock
Subscribed.

In June 2004, we agreed to issue 100,000 shares of common stock at $0.05 per
share in exchange for a subscription receivable from an unrelated third party.
The valuation of the shares issued was based upon recent sales of our common
stock through our concurrent private placement discussed above. In June 2004, we
agreed to issue 10,000 shares of common stock at $0.10 per share in exchange for
a subscription receivable from an unrelated third party. The valuation of the
shares issued was based upon recent sales of our common stock through our
concurrent private placement discussed above. In total 110,000 shares were
agreed to be issued and the Company has recorded the 110,000 shares as Common
Stock Subscribed.

In August 2004, we concluded a private placement offering under Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Act"). In conjunction with that offering, we received $95,000 of proceeds,
representing 950,000 shares of our common stock at an average price of $0.10 per
share to accredited and non-accredited investors. We have not issued any of
these shares and at September 30, 2004, 950,000 shares had not been issued by
the transfer agent and we have recorded the 950,000 shares as Common Stock
Subscribed.

In September 2004, we agreed to issue 100,000 shares of common stock at $0.10
per share as compensation to an employee and recorded $10,000 as compensation
expense. The valuation of the shares issued was based upon recent sales of our
common stock through our concurrent private placement discussed above. We have
not issued any of these shares and at September 30, 2004, 100,000 shares had not
been issued by the transfer agent and we have recorded the 100,000 shares as
Common Stock Subscribed.

In September 2004, we agreed to issue 4,226,520 shares of common stock at $0.05
per share in conversion of notes payable to a related party. The valuation of
the shares issued was based upon recent sales of common stock through a private

                                       20
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

placement offering. We have not issued any of these shares and at September 30,
2004, 4,226,520 shares had not been issued by the transfer agent and we have
recorded the 4,226,520 shares as Common Stock Subscribed.

In July through September 2004, we agreed to issue 200,000 shares of common
stock for professional services at $0.26 per share, and $52,000 was recorded as
consulting expense. The valuation of the shares was based upon the current
trading market price of the common stock. In July through September 2004, we
agreed to issue 383,330 shares of common stock for professional services at
$0.20 per share, and $76,666 was recorded as consulting expense. The valuation
of the shares was based upon the current trading market price of the common
stock. In July through September 2004, we agreed to issue 100,000 shares of
common stock for professional services at $0.15 per share, and $15,000 was
recorded as consulting expense. The valuation of the shares was based upon the
current trading market price of the common stock. In July through September
2004, we agreed to issue 10,000 shares of common stock for professional services
at $0.10 per share, and $1,000 was recorded as consulting expense. The valuation
of the shares was based upon the current trading market price of the common
stock. We have not issued any of these shares and at September 30, 2004, 693,330
shares had not been issued by the transfer agent and we have recorded the
693,330 shares as Common Stock Subscribed.

In July and August 2004, 955,000 shares of common stock were issued from
previously recorded Common Stock subscribed.

Common Stock Warrants

In May 2001, we granted a corporation, which is a stockholder of RG, a warrant
to purchase 1,000,000 shares of our common stock at a price of $1.00 per share
in exchange for $100,000 cash. The warrant exercise period was to commence upon
the granting of free trading shares in an Arkansas corporation, which had filed
for federal bankruptcy protection under Chapter 11 of the federal bankruptcy
laws. We were under contract to purchase this corporation from the federal
bankruptcy trustee at the time the warrant was issued. The contract to purchase
this corporation was subsequently terminated. As a result, in February 2002, we
amended the warrant agreement to grant an option to purchase 2,000,000 shares of
RG's $.001 par value common stock at a price of $.50 per share. The warrants
expire February 28, 2005. In May 2004, we granted a corporation, which is a
stockholder of RG, a warrant to purchase 1,000,000 shares of our common stock at
a price of $0.10 per share in exchange for previous and ongoing financial
advisory services to assist the Company. We determined that the fair market
value of the services provided was $30,000 based upon comparable services in the
marketplace and the entire $30,000 has been recorded against additional
paid-in-capital. In June 2004, we granted a corporation, which is a strategic
partner of RG, a warrant to purchase 2,000,000 shares of our common stock
through June 2009 at a price of $1.00 per share in exchange current and ongoing
strategic financial services.

10.  COMMITMENTS AND CONTINGENCIES

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

We are subject to various unasserted claims from vendors for non-payment of
accounts payable plus related legal fees. Excluding legal fees, which cannot be
estimated, we have included all amounts in accounts payable as of September 30,
2004.

                                       21
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

We have included $220,518 of unpaid Federal payroll taxes and employee
withholdings and related penalties and interest in the account classified
withholding taxes payable as of September 30, 2004. $182,953 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 $37,565 of unpaid Federal payroll taxes and employee withholdings
and related penalties and interest However, such amounts are subject to
potential federal tax liens.

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

We have capitalized leasehold improvements for costs incurred related to our
corporate headquarters based on management's plans that a long-term lease
agreement will be arranged. In the event that such an agreement is not reached,
the undepreciated value of the leasehold improvements would be charged to
earnings. The undepreciated value of the leasehold improvements at September 30,
2004 is $165,536.

We are obligated under various employment agreements with members of executive
management that provide for annual compensation of $1,198,000 and transportation
allowances of $76,200 along with other general employee benefits. The agreements
provide for employment at will and do not further obligate us when employment is
terminated.

11.  RELATED PARTY TRANSACTIONS

On February 15, 2001, we entered into a consulting agreement with RCC to provide
business, management and financial consulting services to RG in exchange for a
monthly consulting fee of $20,000 and the reimbursement of service related
expenses. RCC is wholly owned by Rea Brothers, Limited, an Ontario corporation,
which is wholly owned by a family member of two officers and three directors of
RG. In 2003, the agreement was amended to reduce the monthly consulting fee to
$5,000 and effective January 1, 2004, the consulting agreement was terminated
and all outstanding amounts owed by RG were forgiven. Accordingly, we recorded
$55,000 at March 31, 2004 as other income in the accompanying consolidated
statement of operations for the reversal of the accrued balance at December 31,
2003. (See Short-Term Debt Note 8).

Additionally, through December 2003, we had received $197,025 of proceeds from
RCC in the form of an unsecured promissory note and for the three months ended
March 31, 2004, an additional $14,301 of proceeds were received resulting in a
balance of $211,326 at June 30, 2004. We have retired the promissory note with
the issuance of common stock on September 30, 2004. (See Short-Term Debt Note
8).

In October 2003, we executed a $75,000 unsecured promissory note, of which
$19,632 is outstanding at September 30, 2004. The promissory note is with an
officer of RG, the interest rate is 10% per annum and the note is due on demand.
(See Short-Term Debt Note 8).

In October 2003, we executed a $15,000 unsecured promissory note, of which
$11,475 is outstanding at September 30, 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. (See Long-Term Debt Note
8).

                                       22
<PAGE>

                        RG AMERICA, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004
                                   (UNAUDITED)

From January through May 1, 2004, the Company paid $37,500 to the Chairman of
the Board for consulting services. Effective May 1, 2004, the agreement was
modified from $7,500 to $8,500 per month and $15,350 was paid under the revised
agreement with a balance of $24,650 outstanding at September 30, 2004.

In June 2004, a significant shareholder of the Company and a founder of RG paid
$71,004 on behalf of the Company to a bank for a mandatory payment required
under a line of credit (See Bank Line of Credit above). On August 27, 2004, the
Company made a principal payment of $35,502. The promissory note is unsecured
and is due on demand.

In June 2004, we issued 400,000 shares of common stock at $0.05 per share for
the purchase of property and equipment from Rea Brothers, Limited, an Ontario
corporation, which is wholly owned by a family member of two officers and three
directors of RG (See Stockholders' Deficiency - Note 9). As a result of this
transaction, the Company recorded $20,000 of PP&E on the consolidated balance
sheet.

In July 2004, we executed a $5,000 unsecured promissory note, of which $5,000 is
outstanding at September 30, 2004. The promissory note is with an officer of RG,
interest of 10% per annum and is due on demand. (See Related Party Transactions
- Note 11).

In August 2004, the shareholders of the Company approved the Company's 2004
Omnibus Stock Plan for the issue of up to 30,000,000. Additionally, in August
2004, the shareholders of the Company approved a reverse stock split of the
issued and outstanding shares of the Company's common stock by a ratio of
between one-for-two and one-for-six, inclusive, to be made at the sole
discretion of the Board of Directors before December 31, 2004. The Company can
provide no assurance that the reverse stock split will be implemented before
December 31, 2004.


12. SUBSEQUENT EVENTS

On October 15, 2004, the Company made a $57,323 principal payment against its
bank line of credit. In addition, on October 20, 2004, the Company made a
$47,662 principal payment against its bank line of credit. After these two
principal payments, the principal balance remaining of the bank line of credit
is $165,015.

                                       23
<PAGE>

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The following is a discussion of our financial condition, results of operations,
liquidity and capital resources. This discussion should be read in conjunction
with our unaudited financial statements and the notes thereto included elsewhere
in this Form 10-QSB and with our annual report on Form 10-KSB for the year ended
December 31, 2003. 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") 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 "RGMA".


OVERVIEW OF COMPANY

We provide a broad array of fee-based services that address clients' risk
management needs for their real estate assets. We do this by dealing with
procedures and costs associated with the risk of a possible loss such as loss
control activities and purchasing traditional insurance products. We also deal
with the consequences of a loss after it has occurred by adjusting claims,
restoring property and minimizing business interruption costs.

Risk management includes all procedures and costs associated with the risk of a
possible loss, such as loss control activities and purchasing traditional
insurance products. It also includes dealing with the consequences of a loss

                                       24
<PAGE>

after it has occurred, such as adjusting claims, restoring property, and
minimizing business interruption costs. We offer substantially all of these
services

Risk management services are traditionally provided by insurance companies who
actually retain a substantial portion of the associated underwriting risk. We do
not assume underwriting risk. To do so would greatly increase enterprise risk
and would require significantly more capital, the return on which is unlikely to
justify its deployment. We consider the ability to generate fee income from risk
management services without incurring certain business risks typically
associated with underwriting (insurance cycles, adverse loss reserve
development, regulatory issues, etc.) as a significant strategic advantage of
our business plan. From a corporate perspective, the role of insurance related
programs is to generate commission and service revenue from alternative risk
financing and through access to traditional retail and wholesale insurance
markets.

To minimize possible errors and omissions exposure to RG, we intend to accept
insurance "paper" or policies from well capitalized carriers with an A- or
better rating from the major insurance rating agencies (i.e., Moody's, Standard
& Poors, AM Best, etc.).

Since inception, we have suffered recurring losses from operations and have been
dependent on existing stockholders and new investors to provide the cash
resources to sustain operations. During the nine months ended September 30, 2004
and 2003, we reported net losses of $2,185,103 and $19,360 respectively.

Our long-term viability as a going concern is dependent on certain key factors,
including but not limited to, as follows:
        - The ability to continue to obtain sources of outside financing to
          support near-term operations.
        - The ability to increase profitability and sustain a cash flow level
          that will ensure support for continuing operations.


RECENT DEVELOPMENTS

Effective as of December 30, 2003, we acquired all of the capital stock of
Restoration Group America 2003, Inc., a Texas corporation ("RGA 2003") and its
wholly-owned subsidiaries in a transaction that was accounted for as a
combination of entities under common control. The wholly-owned subsidiaries of
RGA 2003 that were acquired included: (i) RG Insurance Services, Inc., a Texas
corporation ("RGIS") which is a general insurance agency, (ii) RG Risk
Management, Inc., a Texas corporation ("RGRM") which is engaged in the business
of providing claims management services, (iii) RGR Restoration, Inc., a Texas
corporation ("RGR") which is engaged in the business of performing commercial
property restoration services and (iv) Restoration Group America, Inc., a Texas
corporation ("RGA") which holds the intellectual property rights to the
proprietary PropertySMARTsm program. The entities sometimes referred to herein
as RGIS, RGRM, RGR and RGA are now our indirect wholly-owned subsidiaries.

In April 2004 and according to the terms of the Acquisition Agreement between RG
and RGA 2003, we issued 80,000,000 shares of our common stock to the
shareholders of RGA 2003 as follows: 60,000,000 shares once our Amended and
Restated Articles of Incorporation were declared effective and 20,000,000 shares
upon the satisfaction of certain conditions. In June 2004, the required
conditions were met but the stock was not issued. Accordingly, the Company has
recorded the 20,000,000 shares as Common Stock Subscribed at September 30, 2004.

On August 10, 2004, RG acquired all of the common stock of Practical Business
Solutions 2000, Inc. ("PBS"). The aggregate purchase was $350,000, which payment
consisted of one million (1,000,000) restricted shares of RG's common stock. The
terms included (1) an agreement by the stockholders of PBS to escrow 333,333
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

                                       25
<PAGE>

registration rights for the resale of 35,100 of the purchase consideration
shares.

We were a development stage company through December 31, 2003. As a result of
the acquisition of RGA 2003 as discussed above, we are an operating entity and
are no longer in the development stage effective as of January 1, 2004.

In August 2004, the shareholders of the Company approved the name of the Company
to be changed to RG from Invvision.

GOING CONCERN

The Independent Registered Public Accounting Firm's reports on the financial
statements for the years ended December 31, 2003 and December 31, 2002, include
an emphasis paragraph in addition to their audit opinion stating that recurring
losses from operations, a working capital deficiency and accumulated deficit
raise substantial doubt about the ability of RG to continue as a going concern.
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 that may result from the inability to continue as
a going concern.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

The methods, estimates and judgment we use in applying our most critical
accounting policies have a significant impact on the results we report in our
consolidated financial statements. The Securities and Exchange Commission has
defined the most critical accounting policies as the ones that are most
important to the portrayal of our financial condition and results, and require
us to make our most difficult and subjective judgments, often as a result of the
need to make estimates of matters that are inherently uncertain. Based upon this
definition, our most critical estimates include the valuation of non-cash
issuances of common stock, the allowance for doubtful accounts and revenue
recognition for construction contracts. We also have other key accounting
estimates and policies, but we believe that these other policies either do not
generally require us to make estimates and judgments that are as difficult or as
subjective, or it is less likely that they would have a material impact on our
reported results of operations for a given period. For additional information
see Note 3 "Nature of Operations and Summary of Significant Accounting Policies"
in the notes to the unaudited consolidated financial statements contained in the
RG quarterly report on Form 10-QSB for the period ended September 30, 2004.
Although we believe that the estimates and assumptions are reasonable, they are
based upon information presently available. Actual results may differ
significantly from these estimates.


VALUATION OF NON-CASH ISSUANCES OF COMMON STOCK

We issued common stock to several parties in non-cash transactions during the
nine months ended September 30, 2004. For these issuances, valuation was
determined based upon the recent sales of stock prices obtained in a private
offerings of our common stock completed in the period ended September 30, 2004
or the value of such existing liabilities satisfied.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

We estimate the allowance for doubtful accounts based upon a review of
outstanding receivables, historical collection information, and existing
economic conditions. Our management reviews the customer accounts on a routine
basis to determine if an account should be charged off.

                                       26
<PAGE>

REVENUE RECOGNITION ON CONSTRUCTION CONTRACTS

The majority of our revenues are generated through the successful bidding and
execution of remediation and reconstruction contracts. We perform work under
fixed price as well as negotiated contracts. The contract period varies with
approximately ninety percent of the contracts being completed within twelve
months of the start date. We recognize revenues from contracts on the percentage
of completion method, measured by multiplying the contract amount, including
change orders, by the proportion of costs incurred to date, to estimated total
costs for each contract. Contracts in progress are valued at cost plus accrued
profit, less billings to date on uncompleted contracts. This method is used
because management considers it to be the best available measure of progress on
contracts in process. Allocated job costs include all direct material, labor
costs and sub-contracting expenses and various direct costs which can be
specifically allocated to individual contracts. Unallocated contract costs as
well as general and administrative expenses are charged to expense as incurred.
Provisions for losses on uncompleted contracts are made in the period in which
such losses are determined without reference to percentage completion. No
significant losses on uncompleted contracts existed at September 30, 2004.
Changes in job performance, job conditions and estimated profitability,
including those arising from contract penalty provisions, and final contract
settlements may result in revisions to costs as well as income and are
recognized in the period in which revisions are determined.

                                       27
<PAGE>


RESULTS OF OPERATIONS

Three and Nine months ended September 30, 2004 compared to the Three and Nine
months ended September 30, 2003

<TABLE>
<CAPTION>
                                                     Three Months Ended                        Nine Months Ended
                                                        September 30,                            September 30,
                                                  2004                2003                2004               2003
                                             ----------------------------------    ------------------------------------
<S>                                           <C>                   <C>               <C>                   <C>
Revenues                                      $    476,689          $        -        $  1,762,766          $        -

Cost of revenues                                   262,150                   -           1,340,848                   -
                                             ----------------------------------    ------------------------------------
Gross profit
                                                   214,539                   -             421,918                   -

Operating expenses:

Selling, general and administrative                144,912               2,956             421,841              17,274

Compensation, payroll taxes and benefits           398,244                   -           1,128,238                   -

Consulting and contract labor                      351,928                   -             555,469                   -

Professional                                        15,894                   -             384,712                   -

Rent                                                44,240                   -             121,941                   -

Depreciation                                        17,024                   -              36,208                   -
                                             ----------------------------------    ------------------------------------

Total operating expenses                           972,242               2,956           2,648,409              17,274
                                             ----------------------------------    ------------------------------------


Loss from operations                             (757,703)             (2,956)          (2,226,491)            (17,274)

Other income (expense):

Other income, net                                        -                   -              68,147                   -

Gain on bankruptcy settlement of land                    -             157,171                   -             157,171

Interest expense                                  (15,901)            (53,000)             (26,759)           (159,257)
                                             ----------------------------------    ------------------------------------

Total other income (expense)                      (15,901)             104,171              41,388              (2,086)
                                             ----------------------------------    ------------------------------------

Net income (loss)                            $   (773,604)        $    101,215     $    (2,185,103)            (19,360)
                                             ==================================    ====================================

Net income (loss) per share - basic and
diluted                                      $     (0.01)         $      0.01      $         (0.02)         $        -
                                             ==================================    ================ ===================
</TABLE>

                                       28
<PAGE>


Three Months Ended September 30, 2004

Revenue:

Operating revenue increased $476,689, or 100%, to $476,689 for the three months
ended September 30, 2004, from zero for the three months ended September 30,
2003. The increase was as a result of acquiring RGA 2003 and PBS and reporting
the results of operations in 2004 with no comparable results for 2003.

Cost of Sales:

Cost of sales increased $262,150, or 100%, to $262,150 for the three months
ended September 30, 2004, from zero for the three months ended September 30,
2003. The increase was as a result of acquiring RGA 2003 and reporting the
results of operations in 2004 with no comparable results for 2003.

Operating Expenses:

Operating expenses increased $969,286, or 32,790%, to $972,242 for the three
months ended September 30, 2004 from $2,956 for the three months ended September
30, 2003. The increase was primarily the result of the fact that we commenced as
an operating company effective January 1, 2004 with the related expenses for
operations compared to being a development stage company searching for a
business strategy during the three months ended September 30, 2003.

Other Income (Expense):

Other expense increased $120,072, or 115% to $15,901 of expense for the three
months ended September 30, 2004 from $104,171 of income for the three months
ended September 30, 2003. The increase was primarily the result of a $157,171
gain on the bankruptcy settlement of land for the three months ended September
30, 2003.

Nine Months Ended September 30, 2004

Revenue:

Operating revenue increased $1,762,766, or 100%, to $1,762,766 for the nine
months ended September 30, 2004, from zero for the nine months ended September
30, 2003. The increase was as a result of acquiring RGA 2003 and PBS and
reporting the results of operations in 2004 with no comparable results for 2003.

Cost of Sales:

Cost of sales increased $1,340,848, or 100%, to $1,340,848 for the nine months
ended September 30, 2004, from zero for the nine months ended September 30,
2003. The increase was as a result of acquiring RGA 2003 and reporting the
results of operations in 2004 with no comparable results for 2003.

Operating Expenses:

Operating expenses increased $2,631,135, or 15,232%, to $2,648,409 for the nine
months ended September 30, 2004 from $17,274 for the nine months ended September
30, 2003. The increase was primarily the result of the fact that we commenced as
an operating company effective January 1, 2004 with the related expenses for
operations compared to being a development stage company searching for a
business strategy during the nine months ended September 30, 2003.

Other Income (Expense):

Other income (expense) increased $43,474, or 2,084% to $41,388 of income for the
nine months ended September 30, 2004 from $2,086 of expense for the nine months
ended September 30, 2003. The income increase was primarily due to a $55,000
write off of accrued consulting expense as the result of the termination of a
related party agreement in 2004, a $95,399 decrease in interest expense due to
the conversion of notes payable-related party into common stock, and offset with
a $157,171 gain on the bankruptcy settlement of land for the three months ended
September 30, 2003.

                                       29
<PAGE>

Liquidity and Capital Resources

Cash and cash equivalents were $0 at September 30, 2004 as compared to $8,090 at
December 31, 2003 and working capital deficit was $2,019,861 at September 30,
2004 as compared to $2,047,402 at December 31, 2003. The decrease in the working
capital deficit is primarily due to the issuance of common stock for the
conversion of notes payable in the amount of $590,396 and the conversion of
accounts payable in the amount of $406,833, and the issuance of common stock in
exchange for a note receivable of $268,900, offset by continuing losses.

Operating Activities: Net cash used in operating activities was $534,972 for the
nine months ended September 30, 2004 compared to $30,762 used in operating
activities for the nine months ended September 30, 2003. The increase in cash
used in operations resulted primarily from the Company's continuing net losses
and inability to provide sufficient cash flow to fund current operations.

Investing Activities: Net cash used in investing activities was $465,341 for the
nine months ended September 30, 2004 compared to zero for the nine months ended
September 30, 2003. The increase in cash used in investing activities was due to
$60,481 of purchases of property and equipment and a $404,860 acquisition
purchase price adjustment.

Financing Activities: Net cash provided by financing activities was $992,223 for
the nine months ended September 30, 2004 compared to $30,675 for the nine months
ended September 30, 2003. The increase in cash provided by financing activities
was primarily due to $967,076 of proceeds received from the private sale of
common stock, $211,356 of proceeds from the issuance of notes payable, offset by
repayments of $130,000 on a bank line of credit, and $156,216 of repayments on
notes payable - related party.


Short-Term Debt

Short-term debt at September 30, 2004 consisted of the following:

Bank Line of Credit

$335,000 bank line of credit, dated February 28, 2004, bearing
interest at the bank's prime rate plus three percent, payable         $270,000
monthly with principal due at maturity on January 28, 2005.           ========

On March 5, 2003, RG entered into a revolving line of credit facility with Town
North Bank in the amount of $400,000 and the entire capacity of the facility had
been drawn down and was outstanding at December 31, 2003. On February 2, 2004,
we made a principal payment in the amount of $15,000 reducing the outstanding
balance to $385,000. On February 28, 2004, RG signed a Renewal, Extension and
Modification Agreement "February Amendment" which amended the credit agreement
with Town North Bank. The terms of the February Amendment extended the maturity
date from February 28, 2004 to May 28, 2004, decreased the maximum borrowing
amount from $400,000 to $335,000, changed the agreement to a non-revolving
facility and increased the interest rate from the existing 7.9% to the lesser of
the Prime Rate as defined in the February Amendment plus three percent or the
highest lawful interest rate. In connection with the February Amendment, a
mandatory principal payment of $50,000 was made by RG.

The credit agreement became due on May 28, 2004 and on June 28, 2004, RG signed
a Renewal, Extension and Modification Agreement "May Amendment" which extended
the maturity date of the credit agreement from May 28, 2004 to August 28, 2004,
changed the interest rate to 8.25%, required a mandatory principal payment of
$35,000 and required that a separate bank credit card balance of approximately
$32,000 be paid in full. The Company could not make the required payment and an
RG founder and significant shareholder of the Company made a payment on behalf

                                       30
<PAGE>

of the Company to the bank of $71,004, including expenses (See Notes Payable
below). The line of credit facility is guaranteed jointly and severally by RG
and three of the founders of RGA and is secured by the receivables of RG. On
September 29, 2004, a mandatory principal payment of $20,000 was made by RG. On
September 29, 2004, RG signed a third Renewal, Extension and Modification
Agreement which extended the maturity date of the credit agreement from August
28, 2004 to January 28, 2005. After September 29, 2004, all construction
accounts receivables shall be paid or wired directly to the Lender and the
proceeds thereof shall be divided as follows: sixty (60%) paid to the Lender to
be applied to the principal balance of the note and forty (40%) paid to the
Borrower to be used as working capital. This allocation of the proceeds of
construction accounts receivable shall be applicable until such time as the
principal balance of the note has been paid in full to the Lender. In addition,
not later than October 15, 2004, borrower shall cause a related party to enter
into a written agreement with a licensed Texas realtor, wherein this related
party will list for sale real estate described in the Deed of Trust at a sales
price mutually acceptable to the related party and the Lender, for which the
related party will sell such real estate with the proceeds paid to the Lender to
be applied to the principal balance of the note

Notes payable - Related Party


$75,000 unsecured promissory note, dated October 2003, bearing
interest at 10% per annum and due on demand.                           $19,632

$71,004 unsecured promissory note, dated June 28, 2004, bearing
no interest and due on demand.                                          35,502

$5,000 unsecured promissory note, dated July 30, 2004, bearing
interest at 10% per annum and due on demand.                             5,000

Current portion of long-term debt - Related party                        3,120
                                                                       --------
                                                                       $63,254

In October 2003, we executed a $75,000 unsecured promissory note, of which
$19,632 is outstanding at September 30, 2004. The promissory note is with an
officer of RG, interest of 10% per annum and is due on demand.

In October 2003, we executed a $15,000 unsecured promissory note, of which
$3,120 is the short term portion outstanding at September 30, 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.

Through December 2003, we had received $197,025 of proceeds in the form of a
loan from Rea Capital Corporation ("RCC"), a major stockholder of RG and which
is wholly owned by Rea Brothers, Limited, an Ontario corporation, which is
wholly owned by a family member of two officers and three directors of RG. For
the three months ended March 31, 2004, an additional $14,301 of proceeds was
received by RG resulting in a balance of $211,326 at June 30, 2004. We retired
the unsecured loan with the issuance of common stock on September 30, 2004.

In June 2004, a significant stockholder of the Company and a founder of RG paid
$71,004 on behalf of the Company to a bank for a mandatory payment required
under a line of credit (See Bank Line of Credit above). On August 27, 2004, the
Company made a principal payment of $35,502. The promissory note is unsecured
and is due on demand.

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

                                       31
<PAGE>

Notes payable

$75,000 unsecured promissory note dated September 2004, bearing
interest at 15% per annum and due on demand.                         $  75,000

$185,100 unsecured promissory note, dated May 2004, bearing
no interest and due on demand.                                         185,100

$6,000 unsecured promissory note dated July 2003, bearing
interest at 8% per annum and due on demand.                              6,000

$8,099 unsecured promissory note dated July 2003, bearing
interest at 8% per annum and due on demand.                              8,099

$26,256 unsecured promissory note dated September 2004, bearing
interest at 12% per annum and due on demand.                             26,256
                                                                     ----------
                                                                     $ 300,455

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.

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 December 31, 2004.

On August 8, 2004, through the acquisition of PBS, we assumed a $6,000 unsecured
promissory note from an unrelated party. We are accruing interest at the rate of
8% per annum with the intent to repay the obligation when funds are available.

On August 8, 2004, through the acquisition of PBS, we assumed a $8,099 unsecured
promissory note from an unrelated party. We are accruing interest at the rate of
8% per annum with the intent to repay the obligation when funds are available.

On September 30, 2004, we had received $26,256 of proceeds in the form of a loan
from an unrelated third party. This loan had an interest rate of 12% and was
repaid on October 14, 2004.


LONG-TERM DEBT

Long-term Debt - Related Party

$15,000 unsecured promissory note dated October 2003, bearing
interest at 9.2% with monthly payments of $432.32 and due
March 2007                                                             $11,475

Less: Current portion                                                   (3,120)
                                                                       --------
                                                                        $8,355

In October 2003, we executed a $15,000 unsecured promissory note, of which
$11,475 is outstanding at September 30, 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.

                                       32
<PAGE>

Equity Financing

In January 2004, we concluded a private placement offering under Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Act"). In conjunction with that offering, we received $484,575 of cash
proceeds, representing 9,707,716 shares of common stock at an average $0.05 per
share to accredited and non-accredited investors.

In June 2004, we concluded a private placement offering under Rule 506 of
Regulation D promulgated under the Act. In conjunction with that offering, we
received $387,501 of cash proceeds, representing 3,875,750 shares of our common
stock at an average price of $0.10 per share to accredited and non-accredited
investors. We issued 1,385,750 of these shares and at September 30, 2004,
2,490,000 shares had not been issued by the transfer agent and we have recorded
the 2,490,000 shares as Common Stock Subscribed.

In August 2004, we concluded a private placement offering under Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Act"). In conjunction with that offering, we received $95,000 of proceeds,
representing 950,000 shares of our common stock at an average price of $0.10 per
share to accredited and non-accredited investors. We have not issued any of
these shares and at September 30, 2004, 950,000 shares had not been issued by
the transfer agent and we have recorded the 950,000 shares as Common Stock
Subscribed.


Liquidity

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

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

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

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

We expect revenues will increase throughout the remainder of 2004 as a result of
the acquisition of RGA 2003 on December 30, 2003 and PBS on August 10, 2004 as
noted previously. Additionally, we have been successful in obtaining funding
from the private sale of common stock in 2004 as discussed above in Equity
Financing. 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

                                       33
<PAGE>

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.

Contractual Obligations and Commercial Commitments

The following table highlights, as of September 30, 2004, 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>
Short-Term Debt:                                                                    -             -               -
Bank Line of Credit                         270,000         270,000                 -             -               -
Notes Payable-Related Party.....             71,609          63,254             8,355             -               -
Notes Payable                               300,455         300,455                 -             -               -
                                          ---------       ---------         ----------     ---------      ----------

Total Debt                                $ 642,064       $ 633,709              8,355            -               -
                                          =========       =========         ==========     =========      ==========
</TABLE>


2004 OUTLOOK
The ability to invest further will be heavily dependent on securing additional
capital from investors or debt financing along with the successful
implementation of the business strategy. There is no assurance that additional
equity or debt financing will be available on terms acceptable to RG management.

Item 3. Evaluation of Disclosure Controls and Procedures.

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

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

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

We are subject to various unasserted claims from vendors for non-payment of
accounts payable plus related legal fees. Excluding legal fees, which cannot be
estimated, we have included all amounts in accounts payable as of September 30,
2004.

We have included $220,518 of unpaid Federal payroll taxes and employee
withholdings and related penalties and interest the account classified
withholding taxes payable as of September 30, 2004. $182,953 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 $37,565 of unpaid Federal payroll taxes and employee withholdings

                                       34
<PAGE>

and related penalties and interest. However, such amounts are subject to
potential federal tax liens.


Item 2. Changes in Securities

Issuances of Common Stock

In January 2004, 300,000 shares of common stock were issued for professional
services at $0.05 per share, and $15,000 was recorded as consulting expense. In
March 2004, 379,530 shares of common stock were issued for legal services at
$0.05 per share, and $18,977 was recorded as professional expense. The valuation
of the shares issued was based upon recent sales of common stock through a
private placement offering. The issuance of these shares was exempt from the
registration requirements of the Act pursuant to Section 4(2) of the Act. As a
result of these issuances, the Company issued a total of 679,530 shares and
recorded a total of $33,977 for consulting expense.

In March 2004, 200,000 shares of common stock were issued to two individuals for
directors' services at $0.05 per share, and $10,000 was recorded as directors'
fees expense. The valuation of the shares issued was based upon recent sales of
common stock through our private placement discussed above.

As of March 30, 2004, we concluded a private placement offering under Rule 506
of Regulation D promulgated under the Act. In conjunction with that offering, we
received $484,575 of cash proceeds and issued 9,707,716 shares of our common
stock at an average price of $0.05 per share to accredited and non-accredited
investors.

In January 2004, we issued 260,000 shares of common stock at $0.05 per share in
exchange for a note receivable from an unrelated third party. The valuation of
the shares issued was based upon recent sales of our common stock through our
concurrent private placement discussed above. The issuance of these shares was
exempt from the registration requirements of the Act pursuant to Section 4(2) of
the Act.

In January 2004, we issued 6,655,846 shares of common stock at $0.05 per share
in conversion of notes payable to a related party. The valuation of the shares
issued was based upon recent sales of common stock through a private placement
offering. The issuance of these shares was exempt from the registration
requirements of the Act pursuant to Section 4(2) of the Act.

In January 2004, we issued 4,423,968 shares of common stock at $0.05 per share
in conversion of trade accounts payable. The valuation of the shares issued was
based upon recent sales of common stock through our private placement offering.
The issuances of these shares were exempt from the registration requirements of
the Act pursuant to Section 4(2) of the Act.

In January 2004, we issued 10,002 shares of common stock at $0.05 per share and
the transfer agent is holding the shares pending instructions from RG on how the
shares should be named. The valuation of the shares issued was based upon recent
sales of common stock through our private placement discussed above. The
issuance of these shares was exempt from the registration requirements of the
Act pursuant to Section 4(2) of the Act.

In January 2004, we issued 414,685 shares of common stock at $0.05 per share for
an investment in a real estate limited partnership. The valuation of the shares
issued was based upon recent sales of common stock through our private placement
discussed above. The issuances of these shares were exempt from the registration
requirements of the Act pursuant to Section 4(2) of the Act.

                                       35
<PAGE>


In January 2004, we issued 90,000 shares of common stock at $0.10 per share for
the purchase of property and equipment. The valuation of the shares issued was
based upon recent sales of common stock through our private placement discussed
above. The issuance of these shares was exempt from the registration
requirements of the Act pursuant to Section 4(2) of the Act.

In April 2004, 247,166 shares of common stock were issued for professional
services at an agreed to price of $0.05 per share, and $12,357 was recorded as
consulting expense. The valuation of the shares issued was based upon recent
sales of common stock through a private placement offering. In June 2004,
150,000 shares of common stock were issued for professional services at $0.10
per share, and $15,000 was recorded as consulting expense. The valuation of the
shares issued was based upon recent sales of common stock through a private
placement offering. In June 2004, 50,000 shares of common stock were issued for
professional services at $0.45 per share and $22,500 was recorded as consulting
expense. The valuation of the shares issued was based upon the current trading
market price of the common stock. In June 2004, 50,000 shares of common stock
were issued at $0.33 per share, and $16,500 was recorded as consulting expense.
In January 2004, we issued 414,685 shares of common stock at $0.05 per share for
an investment in a real estate limited partnership. In June 2004, we determined
that the joint venture would not proceed and the 414,685 previously issued
shares representing $36,402 were reclassed to professional services as
consulting expense. The issuance of all these shares was exempt from the
registration requirements of the Act pursuant to Section 4(2) of the Act. As a
result of these issuances, during the three months ended June 30, 2004, the
Company issued a total of 911,851 shares and recorded a total of $102,760 for
consulting expense.

In April 2004, we issued 220,000 shares of common stock at an agreed to price of
$0.05 per share as compensation to employees and recorded $11,000 as
compensation expense. The valuation of the shares issued was based upon recent
sales of our common stock through our concurrent private placement discussed
above. The issuance of these shares was exempt from the registration
requirements of the Act pursuant to Section 4(2) of the Act.

In April 2004, in accordance to the terms of the Acquisition Agreement between
RG and RGA 2003, we issued 80,000,000 shares of our common stock at the agreed
upon $0.019 per share to the shareholders of RGA 2003 as follows: 60,000,000
shares once our Amended and Restated Articles of Incorporation were declared
effective and 20,000,000 shares upon the satisfaction of certain conditions. As
a result of this issuance, 20,000,000 shares remain unissued subject to the
satisfaction of certain additional conditions. As of September 30, 2004, the
required conditions had been met and the Company recorded the 20,000,000 shares
as Common Stock Subscribed.

In May 2004, 100,000 shares of common stock were issued to an individual for
directors' services at $0.10 per share, and $10,000 was recorded as directors'
fees expense. The valuation of the shares issued was based upon recent sales of
common stock through our private placement discussed above.

In June 2004, we concluded a private placement offering under Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Act"). In conjunction with that offering, we received $387,501 of proceeds,
representing 3,875,750 shares of our common stock at an average price of $0.10
per share to accredited and non-accredited investors. We issued 1,385,750 of
these shares and at September 30, 2004, 2,490,000 shares had not been issued by
the transfer agent and we have recorded the 2,490,000 shares as Common Stock
Subscribed (see Common Stock Subscribed below).

In June 2004, we issued 2,429,000 shares of common stock at $0.10 per share in
exchange for a note receivable from an unrelated third party. The valuation of
the shares issued was based upon recent sales of our common stock through our
concurrent private placement discussed above. The issuance of these shares was
exempt from the registration requirements of the Act pursuant to Section 4(2) of
the Act.

In June 2004, we issued 400,000 shares of common stock at $0.05 per share for
the purchase of property and equipment from a related party (See Related Party
Transaction - Note 10). The valuation of the shares issued was based upon recent

                                       36
<PAGE>

sales of common stock through our private placement at an agreed to price of
$0.05 discussed above. The issuance of these shares was exempt from the
registration requirements of the Act pursuant to Section 4(2) of the Act.

In June 2004, we issued 290,235 shares of common stock at $0.10 per share in
exchange for a subscription receivable from an unrelated third party. The
valuation of the shares issued was based upon recent sales of our common stock
through our concurrent private placement discussed above. The issuance of these
shares was exempt from the registration requirements of the Act pursuant to
Section 4(2) of the Act. In January 2004, we issued 260,000 shares of common
stock at $0.05 per share in exchange for a note receivable from an unrelated
third party. In June 2004, we reclassed the 260,000 shares from a note
receivable to a subscription receivable. In total 550,235 shares of common stock
were issued in exchange for a subscription receivable from two unrelated third
parties.

In July 2004, in accordance to the terms of the Acquisition Agreement between RG
and PBS, we issued 1,000,000 shares of our common stock at the agreed upon $0.35
per share to the stockholders of PBS.

In July 2004, 400,000 shares of common stock were issued for professional
services at $0.29 per share, and $116,000 was recorded as consulting expense.
The valuation of the shares issued was based upon the current trading market
price of the common stock. In July 2004, 66,667 shares of common stock were
issued for professional services at $0.15 per share, and $10,000 was recorded as
consulting expense. The valuation of the shares issued was based upon the
current trading market price of the common stock. The issuance of these shares
was exempt from the registration requirements of the Act pursuant to Section
4(2) of the Act. As a result of these issuances, during the three months ended
September 30, 2004, the Company issued a total of 466,667 shares and recorded a
total of $126,000 for consulting expense.

In July and August 2004, 955,000 shares of common stock were issued from
previously recorded Common Stock subscribed.


Common Stock Subscribed

In April 2004, in accordance to the terms of the Acquisition Agreement between
RG and RGA 2003, we issued 80,000,000 shares of our common stock at the agreed
upon $0.019 per share to the shareholders of RGA 2003 as follows: 60,000,000
shares once our Amended and Restated Articles of Incorporation were declared
effective and 20,000,000 shares upon the satisfaction of certain conditions. As
a result of this issuance, 20,000,000 shares remain unissued subject to the
satisfaction of certain additional conditions. In June 30, 2004, the required
conditions were met and the Company recorded the 20,000,000 shares as Common
Stock Subscribed.

In June 2004, we concluded a private placement offering under Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Act"). In conjunction with that offering, we received $387,501 of proceeds,
representing 3,875,750 shares of our common stock at an average price of $0.10
per share to accredited and non-accredited investors. We issued 1,385,750 of
these shares and at September 30, 2004, 2,490,000 shares had not been issued by
the transfer agent and we have recorded the 2,490,000 shares as Common Stock
Subscribed.

In June 2004, we agreed to issue 100,000 shares of common stock at $0.05 per
share in exchange for a subscription receivable from an unrelated third party.
The valuation of the shares issued was based upon recent sales of our common
stock through our concurrent private placement discussed above. In June 2004, we
agreed to issue 10,000 shares of common stock at $0.10 per share in exchange for
a subscription receivable from an unrelated third party. The valuation of the
shares issued was based upon recent sales of our common stock through our
concurrent private placement discussed above. In total 110,000 shares were
agreed to be issued and the Company has recorded the 110,000 shares as Common
Stock Subscribed.

In August 2004, we concluded a private placement offering under Rule 506 of
Regulation D promulgated under the Securities Act of 1933, as amended (the
"Act"). In conjunction with that offering, we received $95,000 of proceeds,
representing 950,000 shares of our common stock at an average price of $0.10 per
share to accredited and non-accredited investors. We have not issued any of
these shares and at September 30, 2004, 950,000 shares had not been issued by
the transfer agent and we have recorded the 950,000 shares as Common Stock
Subscribed.

                                       37
<PAGE>

In September 2004, we agreed to issue 100,000 shares of common stock at $0.10
per share as compensation to an employee and recorded $10,000 as compensation
expense. The valuation of the shares issued was based upon recent sales of our
common stock through our concurrent private placement discussed above. We have
not issued any of these shares and at September 30, 2004, 100,000 shares had not
been issued by the transfer agent and we have recorded the 100,000 shares as
Common Stock Subscribed.

In September 2004, we agreed to issue 4,226,520 shares of common stock at $0.05
per share in conversion of notes payable to a related party. The valuation of
the shares issued was based upon recent sales of common stock through a private
placement offering. We have not issued any of these shares and at September 30,
2004, 4,226,520 shares had not been issued by the transfer agent and we have
recorded the 4,226,520 shares as Common Stock Subscribed.

In July through September 2004, we agreed to issue 200,000 shares of common
stock for professional services at $0.26 per share, and $52,000 was recorded as
consulting expense. The valuation of the shares was based upon the current
trading market price of the common stock. In July through September 2004, we
agreed to issue 383,330 shares of common stock for professional services at
$0.20 per share, and $76,666 was recorded as consulting expense. The valuation
of the shares was based upon the current trading market price of the common
stock. In July through September 2004, we agreed to issue 100,000 shares of
common stock for professional services at $0.15 per share, and $15,000 was
recorded as consulting expense. The valuation of the shares was based upon the
current trading market price of the common stock. In July through September
2004, we agreed to issue 10,000 shares of common stock for professional services
at $0.10 per share, and $1,000 was recorded as consulting expense. The valuation
of the shares was based upon the current trading market price of the common
stock. We have not issued any of these shares and at September 30, 2004, 693,330
shares had not been issued by the transfer agent and we have recorded the
693,330 shares as Common Stock Subscribed.

In July and August 2004, 955,000 shares of common stock were issued from
previously recorded Common Stock subscribed.

                                       38
<PAGE>

Common Stock Warrants

In May 2001, we granted a corporation, which is a stockholder of RG, a warrant
to purchase 1,000,000 shares of our common stock at a price of $1.00 per share
in exchange for $100,000 cash. The warrant exercise period was to commence upon
the granting of free trading shares in an Arkansas corporation, which had filed
for federal bankruptcy protection under Chapter 11 of the federal bankruptcy
laws. We were under contract to purchase this corporation from the federal
bankruptcy trustee at the time the warrant was issued. The contract to purchase
this corporation was subsequently terminated. As a result, in February 2002, we
amended the warrant agreement to grant an option to purchase 2,000,000 shares of
RG's $.001 par value common stock at a price of $.50 per share. The warrants
expire February 28, 2005. In May 2004, we granted a corporation, which is a
stockholder of RG, a warrant to purchase 1,000,000 shares of our common stock at
a price of $0.10 per share in exchange for previous and ongoing financial
advisory services to assist the Company. We determined that the fair market
value of the services provided was $30,000 based upon comparable services in the
marketplace and the entire $30,000 has been recorded against additional
paid-in-capital. In June 2004, we granted a corporation, which is a strategic
partner of RG, a warrant to purchase 2,000,000 shares of our common stock
through June 2009 at a price of $1.00 per share in exchange current and ongoing
strategic financial services.

Item 3. Defaults Upon Senior Securities

None

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

The annual meeting of stockholders of RG was held on August 18, 2004 at the
offices of Gardere Wynne Sewell LLP located at 1601 Elm Street, Suite 3000,
Dallas, TX 75201 to vote on the following items:

        1)  To elect seven directors to serve until the next annual meeting of
            stockholders or until their respective successors are elected and
            qualified.
        2)  To approve an amendment to the Company's Articles of Incorporation
            changing the Company's name from "Invvision Capital, Inc." to "RG
            America, Inc.".
        3)  To approve a reverse stock split of the issued and outstanding
            shares of the Company's Common Stock by a ratio of between
            one-for-two and one-for-six, inclusive, to be made at the sole
            discretion of the Board of Directors.
        4)  To approve the Company's 2004 Omnibus Stock Plan.
        5)  To ratify and approve the appointment of Whitley Penn as the
            independent registered public accounting firm of the Company for
            the fiscal year ending December 31, 2004.

At the meeting, the stockholders approved all five of the above items.

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K



                                       39
<PAGE>

(a)      Exhibits

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

(b) Reports on Form 8-K.

During the period ended September 30, 2004, we filed the following reports on
Form 8-K:

--------------------------------------------------------------------------------
Date of Event Reported                  Items Reported
--------------------------------------------------------------------------------
August 25, 2004                         Items 6
--------------------------------------------------------------------------------


                                       40
<PAGE>

                                   SIGNATURES

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


NAME AND SIGNATURE          TITLE                           DATE

  /s/ John E. Rea
-------------------         Principal Executive Officer     November 15, 2004
John E. Rea


 /s/ Bruce A. Hall          Principal Financial Officer     November 15, 2004
-------------------
Bruce A. Hall



                                       41