SecProbe.io

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<TYPE>LETTER
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								August 18, 2005
Mail Stop 3561

Via U.S. Mail and Facsimile

John E. Rea
Chief Executive Officer
RG America, Inc.
2100 Valley View Lane, Suite 100
Dallas, TX 75234

   RE:	RG America, Inc (the "Company")
	Form 10-KSB for the Fiscal Year Ended December 31, 2004
	Form 10-QSB for the Quarter Ended March 31, 2005
	File No. 333-80429

Dear Mr. Rea:

   We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

   Please respond to confirm that such comments will be complied
with, or, if certain of the comments are deemed inappropriate by
the
Company, advise the staff of the reason thereof.

   Pursuant to Rule 101(a)(3) of Regulation S-T, your response
should
be submitted in electronic form, under the label "corresp" with a
copy to the staff.  Please respond within ten (10) business days.

Form 10-KSB for the Year Ended December 31, 2004

Item 6.  Management`s Discussion and Analysis, page 20
Recent Accounting Developments, page 32

1. We note the disclosure on page 32 indicating that "as permitted
by
SFAS 123, the Company currently accounts for share-based payments
to
employees, vendors or outside consultants/contractors, using APB
25`s
intrinsic value method."  Note that SFAS No.123 allows the use of
the
intrinsic value method only for share-based compensation to
employees
and not for share-based payments issued to vendors or outside
consultants. Accordingly, please revise the disclosures here and
in
your financial statements to reflect share-based payments to
vendors
and outside consultants/contractors at fair value in accordance
with
paragraph 8 of SFAS No.123 and EITF 96-18.

Item 10. Executive Compensation, page 42

2. We note that you granted Mr. Rea options to purchase common
stock
at $.30 per share (post stock split) and the options were
subsequently authorized in August 2004.  Please tell us how the
estimated fair value of your common stock of $.06 on the date of
grant (August 2004) was determined or calculated and why you
believe
your basis is appropriate.  Also, clarify for us whether the
estimated fair value of the common stock of $.06 per share
disclose
in footnote (A) represents the per share amount on pre-split or
post-
split basis.

Financial Statements

Consolidated Statements of Operations, page 6

3. We note your disclosure in footnote 1 on page 9 that your
acquisition of Restoration Group America 2003, Inc., and its
wholly-
owned subsidiaries was accounted for as a combination of entities
under common control.  However, it does not appear that your
financial statements for the fiscal year ended December 31, 2003
reflect your change in reporting entity.  In this regard, when
companies under common control are merged or otherwise put
together,
prior year financial statements should be presented in a manner
similar to a pooling of interests.  The combination of entities
under
common control results in financial statements that are in effect
the
statements of a different reporting entity and the historical
financial statements should be restated retroactively for all
periods
presented that the companies were under common control.
Additionally, any shares issued in the combination should be
reflected as outstanding as of the beginning of the earliest
period
presented.  Please revise your financial statements in accordance
with paragraphs 12 and 34 of APB No. 20.  If you do not believe
your
financial statements require restatement, please tell us why and
the
basis supporting your accounting treatment.  We may have further
comment upon receipt of your response.

4. Further, your notes to the consolidated financial statements in
the period of the reorganization should describe the nature of the
reorganization, the various asset and liability adjustments, and
any
other relevant information.  Refer to paragraph 35 of APB No. 20.
Please revise your notes to include all required disclosures and
explain to us the ownership structure of the Company and
Restoration
Group America 2003, Inc. prior to the acquisition transaction and
explain why you believe they should be accounted for as entities
under common control. Refer to the guidance outlined in EITF No.
02-
5.

Statements of Shareholders` Equity, page 7

5. Reference is made to the caption "stock issued for conversion
of
notes payable" totaling $590,396 as of December 31, 2004.  We were
unable to agree the amounts presented on the face of your
statements
of stockholders` deficit to the information provided in your
equity
footnote.  According to your disclosures on pages 23 and 26, with
respect to the conversion of notes payable to common stock, we
note
that you issued common shares of 1,109,308 at $.30 per share or
$332,792 and that you agreed to issue 704,420 shares of common
stock
at $.30 per share (common stock subscribed) or $211,326.  Based
upon
these amounts, we recalculate the total amount at $544,118 rather
than the amount of $590,396 presented in your statements of
stockholders` equity as of December 31, 2004.  Please explain and
reconcile the difference for us.

6. Reference is made to the caption "stock issued for conversion
of
accounts payable" totaling $406,833 as of December 31, 2004.  We
were
unable to agree the amount presented on the face of your
statements
of stockholders` deficit to the information disclose in your
equity
footnote.  According to your disclosure on page 23 in your equity
footnote, you issued 737,328 shares of common stock at $.30 per
share
in conversion of trade accounts payable.  Based on such amounts,
we
arrive at a total of $221,198.  Please explain and reconcile the
difference for us.

7. Reference is made to the caption "stock issued for subscribed
stock" on the face of your statements of stockholders` deficit.
It
appears that amounts included under the preferred stock and common
stock headings of $(159) and $159, respectively, representing
(159,167) and 159,167 shares, respectively, are misplaced and
should
be included under the common stock and common stock subscribed
headings as the activity represents common stock issued for
previously subscribed common stock.  Please correct this error in
future filings.

Note 5.  Marketable Securities, page 17

8. Please clarify for us in greater detail how the warrant to
purchase 333,333 shares of your own common stock in exchange for
current and ongoing strategic services was accounted for within
your
financial statements.  Specifically, please explain to us the
identity of the entity from whom you received the warrant and
explain
why the corporation issued warrants to purchase shares of your own
common stock in exchange for services.  If you actually received a
warrant to purchase the corporation`s common stock, tell us why
you
would be willing to provide services in exchange for the warrant,
if
the warrant has no value.  Also, tell us how the strategic
financial
services were valued and accounted for within your financial
statements.  If you do not believe the services require separate
accounting, please explain why you believe your treatment is
appropriate and provide us with the relevant guidance that
supports
your conclusions.

Note 7.  Acquisitions, page 17

9. We note your disclosure on page 18 regarding your acquisition
of
all of the shares of common stock of PBS in exchange for 166,667
restricted shares of your common stock valued at $350,000 or
effectively $2.10 per share.  Please tell us how the value of such
shares exchanged by RG America, Inc. was determined or calculated
and
why you believe the basis used in your calculation is appropriate.
Refer to the guidance outlined in EITF No. 99-12.  Also, please
explain the primary reason for the acquisition, including the
factors
that contributed to a purchase price that resulted in recognition
of
goodwill.  Please note that you are required to comply with all
disclosures requirements prescribed in paragraph 51 of SFAS No.
141
in the period for which material business combination is
completed,
where applicable.  Please confirm to us that you will comply with
such disclosure requirements in future filings.

10. We note the disclosure indicating that in connection with the
RG
acquisition, 3,333,333 shares were unissued subject to the
satisfaction of certain additional conditions.  We also note the
disclosure indicating that at June 30, 2004, the required
conditions
had been met and the Company recorded the 3,333,333 shares as
common
stock subscribed.  Please tell us and explain in the notes to your
financial statements why these additional 3,333,333 shares were
reflected as "subscribed" rather than "issued" shares in your
December 31, 2004 financial statements, since it appears all
conditions required for their issuance had been satisfied at this
date.

Note 9.  Stockholders` Deficit, page 22

Capital Structure, page 22

11. Reference is made to the second paragraph.  You disclose that
you
commenced a $1,800,000 private placement of your common stock at
$.30
per share in May 2004 which as of December 31, 2004, no proceeds
had
been received from the offering.  However, your disclosures on
pages
24 and 26 appear to contradict your statement as you received
proceeds of $387,501 and $95,000 in exchange for 645,958 and
158,333
shares of common stock, respectively, at an average price of $.60
per
share related to offerings that concluded in June and August 2004,
respectively.  .  Further, we also note on page 23 that you
concluded
a private placement offering in March 2004 which you received cash
proceeds of $484,575 for the issuance of 1,617,953 shares of
common
stock at an average price of $.30 per share.  In this regard, it
appears that you had more than one offering in fiscal 2004.  If
so,
please clarify for us and in your footnote a timeline of the
offering(s), when each offering commenced and concluded, the total
number of shares offered and sold in each offering, and fair value
of
the shares, if applicable.  If you did not have more than one
offering, then please tell us and clarify your notes to explain
why
the information does not appear to be consistent and reconcile the
amounts for us.  Further, tell us how the shares of common stock
sold
in each offering were valued and the basis for your valuation.  We
may have further comment upon receipt of your response.

Issuances of Common Stock, page 22

12. We note during fiscal 2004 you had multiple issuances of
common
stock in exchange for various items including property and
equipment,
notes payable, trade accounts payable, and services provided by
vendors and employees, among other parties, according to your
equity
footnote.  We also note that you based the fair value of the
transactions largely on the value of common stock from recent
sales
through your private placement offering(s) or the current trading
market price of your common stock.  In this regard, for each
issuance
of common stock during fiscal 2004, other than sales through your
private placement, please explain in detail how the valuation of
common stock was derived from either the private placement or
current
trading market price and why you believe it is appropriate.  We
note
in certain cases, it appears the value of common stock issued was
not
consistent with the fair value of common stock based on the sales
through your private placement offering or current trading price.
In
this regard, where the value of common stock issued deviates from
the
fair value of common stock issued in other transaction during the
same timeframe, please explain the reason(s) why.  For example, in
January 2004 and June 2004, you issued 15,000 and 66,667 shares of
common stock, respectively, at $.60 and $.30 per share,
respectively,
in exchange for property and equipment.  However, common stock
issued
in connection with other transactions which occurred in or around
the
same timeframe reflect fair values of differing amounts.  Also,
tell
us why in certain circumstances you use the fair value of common
stock based on the recent sales of your private placement offering
and the current trading market price in others.  We may have
further
comment upon receipt of your response.

13. Based on the disclosures provided in Note 9, we are unclear if
all of the transactions disclosed have been reflected in the
Company`s consolidated statement of changes in stockholders`
deficit
for 2004.  For example, the 69,114 shares issued for an investment
in
a real estate limited partnership do not appear to be disclosed in
the statement of changes in stockholders` deficit. Accordingly,
please provide us with a reconciliation of the various share
issuances (i.e., shares issued for services, accounts payable,
note
conversions, etc.) and the related values assigned as disclosed in
Note 9 with the transactions disclosed in your statement of
changes
in shareholders` equity for 2004.  We may have further comment
upon
receipt of your response.

Common Stock Warrants, page 27

14. Please explain and disclose in your footnote how the warrant
to
purchase 333,333 shares of your common stock granted to a
corporation
in exchange for current and ongoing strategic advisory services
was
accounted for and valued within your consolidated financial
statements.  If the amount was considered immaterial, please
specifically state so in your footnote.

15. Please explain why you believe it is appropriate to value the
warrants to acquire 1,000,000 shares at an exercise price of $.10
per
share issued to a stockholder of RG for previous and ongoing
financial advisory services at the estimated fair value of the
services provided rather than on the basis of the fair value of
the
warrant issued.  If you believe that the fair value of the
services
provided is more readily determinable than the fair value of the
warrants issued, explain your basis for this conclusion.  We may
have
further comment upon receipt of your response.

Commitments and Contingencies, page 30

16. We note that you have capitalized leasehold improvements, net
totaling $135,583 at December 31, 2004.  However, it is unclear
based
on your current disclosures the period over which you amortize
such
assets to expense.  If no amortization is being recorded, please
explain why you believe this treatment is appropriate.  Please
tell
us and disclose in your footnote your amortization policy for
these
leasehold improvements.  As part of your response you should also
explain how it complies with the guidance setforth in the Letter
to
Industry dated February 7, 2005 from Donald Nicolaisen which can
be
found on the SEC website www.sec.gov and paragraph 5(f) of SFAS
No.
13.

Form 10-QSB for the Quarter Ended March 31, 2005

Note 3.  Nature of Operations and Summary of Significant
Accounting
Policies, page 7

17. Reference is made to your disclosure regarding earnings per
share.  We note that you recorded net income for the quarter ended
March 31, 2005.  In this regard, please revise future filings to
separately disclose the number of shares used to calculate diluted
earnings per share for each of the periods presented.  Also,
disclose
the number of outstanding options,