SecProbe.io

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<TYPE>LETTER
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								October 13, 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
	Form 10-QSB for the Quarter Ended June 30, 2005
	File No. 333-80429

Dear Mr. Rea:

We have reviewed your response letter filed on September 1, 2005
and
have the following comments.  Where expanded disclosure is
requested,
you may comply with these comments in future filings.  If you
disagree, we will consider your explanation as to why our comments
are not applicable or a revision is unnecessary.  We also ask you
to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary.  We look
forward to working with you in these respects and welcome any
questions you may have about any aspects of our review.

	Please respond to confirm that the comment will be complied
with, or, if the comment is 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 10. Executive Compensation, page 42

1. We note your response to prior comment number two.  Please
revise
future filings to reflect the correct fair value of the Company`s
common stock on the date of grant and clarify whether the share
and
per share amounts disclosed are on a pre-split or post-split
basis.

Financial Statements

Consolidated Statements of Operations, page 6

2. We note your response to prior comment number four but fail to
see
why the merger transaction between the Company and Restoration
Group
America 2003, Inc. (RGA 2003) was accounted for as entities under
common control.  You indicate in your response that John Rea and
James Rea collectively owned 48% of RGA 2003 and Rea Capital
Corporation, which Edward Rea is Chairman, owned 47.4% of the
Company
prior to the merger.  However, entities are under common control
as
defined in EITF No. 02-5 generally require more than 50% voting
ownership in each entity.  Therefore, it would appear that common
control between the Company and RGA 2003 did not exist and the
merger
should have been accounted for using purchase accounting in
accordance with SFAS No. 141.  In this regard, please explain in
detail why you believe and how you determined that common control
existed between such entities when it appears that majority
ownership
in each entity did not exist at the time of acquisition.  You
response should also include how your treatment complies with the
guidance set forth in paragraph 3 of EITF No. 02-5.  We may have
further comment upon receipt of your response.

Statements of Shareholders` Equity, page 7

3. In your response to prior comment number five, you indicate in
your proposed revision that the valuation of common stock issued
in
conversion of your notes payable during January 2004 was either
based
upon recent sales of common stock through a private placement
offering or a negotiated price between the parties taking into
account the length of time the notes were outstanding.  However,
it
is unclear why the valuation of your common stock used in the
conversion of notes payable into 1,109,308 shares of common stock
differed from the valuation based upon your most recent sales of
common stock from your private placement offering which occurred
during the same timeframe.  In this regard, please explain to us
in
detail the reason(s) why the value of common stock used in such
conversions ranged from $.33 to $.36 per share when you had
determined that fair value of your common stock was $.30 per share
based upon your private placement offering in January 2004.  If
you
believe that certain factors (i.e. the length of time that your
notes
payable were outstanding) had an affect on the fair value of your
common stock, please provide us with the reason(s) why and the
basis
which supports your treatment.  We may have further comment upon
receipt of your response.

4. Also, explain why the valuation of common stock of $.30 per
share
used in the conversion of notes payable into 704,420 shares of
common
stock in September 2004 differed from the valuation of common
stock
of $.60 per share based upon the most recent sales of common stock
in
your private placement offering which concluded in August 2004
(page
26).

5. We note your response to prior comment number six.  Please
explain
why the valuation of common stock of $.55 per share used in the
conversion of accounts payable in January 2004 differed from
valuation of common stock based upon sales from your private
placement offering of $.30 per share in January 2004.  If you
believe
that certain factors (i.e. the length of time that your accounts
payable were outstanding) had an affect on the fair value of your
common stock, please provide us with the reason(s) why and the
basis
which supports your treatment.  We may have further comment upon
receipt of your response.

6. We note your response to prior comment number seven.  Please
confirm to us that you will revise your statements of
stockholders`
deficit in future filings to correct the error noted in our prior
comment number seven.

Note 5.  Marketable Securities, page 17

7. We note your response to prior comment number eight but reissue
our comment as your response did not address our comment in its
entirety.  Tell us whether any value was assigned to the strategic
financial services and if so, how the fair value of such services
were determined and accounted for within your financial
statements.
If you did not assigned any value to the strategic financial
services, please explain why and provide us with the basis and
relevant guidance that supports your conclusions.  Further, we
also
note that you indicate in note 9 to the financial statements and
in
your response to comment number 14 that you also granted RGSC a
warrant to purchase 333,333 shares of your common stock in
exchange
for strategic advisory services.  Tell us how you considered the
guidance outlined in APB. No 29, Accounting for Nonmonetary
Transactions, in measuring the fair value of the transaction as it
appears that the substance of such transaction was an exchange of
services in light of the fact that no value was assigned to either
warrant.  We may have further comment upon receipt of your
response.

Note 7.  Acquisitions, page 17

8. We note your response to prior comment number nine but reissue
our
comment as your response did not fully address how the value of
the
shares of common stock you issued in connection with the
acquisition
of PBS was determined or calculated.  You indicate the dates used
to
determine the market price of your common stock of $2.10 per share
were based on the closing market prices during the time of
negotiation for the acquisition.  Pursuant to EITF No. 99-12, the
value of the marketable securities should be based on the market
price of the securities over a reasonable period of time before
and
after the terms of the acquisition are agreed to and announced,
which
appears to be August 10, 2004.  In this regard, please clarify for
us
the period you used and how such period complies with EITF No. 99-
12.
Specifically, provide us with the dates and respective closing
prices
used to determine the value of your common stock issued to effect
the
acquisition of PBS.  We note that the closing market prices during
the month of August were no greater than $1.74 per share
(adjusted)
and according to note 9 on page 26, the valuation of your common
stock based upon your most recent sales from your private
placement
in August 2004 yielded a price of $.60 per share.  Please tell us
why
the valuation of your common stock appears to have been
significantly
higher than your closing market prices during the month of August
and
based on your private placement.  We may have further comment upon
receipt of your response.  Also, please confirm that you will
provide
the disclosures required by paragraph 51(b) of SFAS No. 141 in
future
filings.

9. We note from your response to our prior comment number 7 that
PBS
would bring strong existing relationships in the multi-family
arena
to join with the Company`s existing relationships.  We also note
that
the PBS business is primarily a service based model based upon
relationships and does not have significant assets.  Given these
factors, please explain why none of the purchase price for the PBS
acquisition was allocated to customer contracts, customer
relationships, customer lists or similar identifiable intangible
assets.  We may have further comment upon receipt of your
response.

Note 9.  Stockholders` Deficit, page 22

Capital Structure, page 22

10. We note your response to prior comment number 11.  To the
extent
you include disclosures regarding your fiscal 2004 private
placement
offerings in future filings, please revise such disclosures to
clarify there were two offerings, when each offering commenced and
closed, and the valuation of your common stock in each offering.
Also, we note that your current disclosure on page 22 states in
May
2004 the Company commenced a $1,800,000 private placement of your
common stock at $.30 per share.  This statement is appears to be
inconsistent with your response which indicates that the valuation
of
your common stock in the May offering was $.60 per share.  Please
revise future filings to correct this inconsistency.

Issuances of Common Stock, page 22

11. We note your response to prior comment number 12 which
provides
your explanations for utilizing the price from recent sales of
common
stock in your private placement offerings to estimate the fair
value
of shares issued in certain transactions and the current trading
market price in others, but reissue our comment.  In this regard,
we
note in certain circumstances, the fair value of your common stock
was not based on recent sales of common stock sold through your
private placement offerings or the current trading market price,
but
rather a price based on an agreement negotiated with a third party
vendor (e.g. property and equipment, consulting services, notes
payable, accounts payable, etc.).  It is unclear to us why such
agreements would result in shares of your common stock to be
valued
differently.  The negotiations may result in a final settlement
amount which differs from the original transaction(s); however, we
would not expect the fair value of your common stock in such
transactions to differ from the fair value of common stock used in
other transactions entered into or around the same timeframe.
Please
explain to us in further detail why you believe your treatment is
appropriate and the basis for your conclusions.  Your response
should
explain in detail why you believe that the valuation of shares
used
in these transactions is appropriate and in accordance with SFAS
No.
123, EITF 96-18 or other applicable accounting literature.  We may
have further comment upon receipt of your response.

12. You indicate in June 2004 you issued 66,667 shares of common
stock at a agreed upon price of $.30 per share for the purchase of
property and equipment from a related party which was based upon
the
recent sales of common stock through your private placement;
however,
we note in your response to prior comment number 11 that shares of
common stock were issued at $.60 per share during your 2nd private
placement offering which commenced in May 2004 and concluded in
August 2004.  Please advise why you did not use the valuation of
$.60
per share from the 2nd private placement offering in the issuance
of
common stock noted above.

13. We note your response to prior comment number 13.  We were
unable
to find your disclosure regarding the 33,334 and 27,778 shares of
common stock issued in exchange for professional services at $1.02
and $1.20 per share, respectively, in December 2004.  Please
advise
or revise your notes to your financial statements in future
filings
accordingly.

Common Stock Warrants, page 27

14. We note your response to prior comment number 14.  Please
revise
future filings to disclose that the exercise price for the warrant
was set at a premium to provide an incentive for both companies to
perform currently and in the future, and as a result, no value was
assigned to the warrant based upon the Company`s valuation.  Also,
disclose that this transaction is also related to the securities
discussed in note 5 where the Company`s also received warrants to
purchase common stock of the same corporation in exchange for
current
and ongoing strategic financial services.

15. We note your response to prior comment number 15 but reissue
our
comment.  Please explain why you believe it is appropriate to
value
the warrants to acquire 1,000,000 shares at an exercise price of
$.60
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 your response to prior comment number 16.  Please
confirm
to us that as part of your analysis in determining the appropriate
period over which to amortize your leasehold improvements you
considered and evaluated, based upon your best estimates, the term
over which you are expected to occupy the related facility (i.e.
estimated or expected term of the lease) and concluded that the
useful life of the leasehold improvements was shorter and
therefore,
the appropriate period to amortize your leasehold improvements.

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

Note 5.  Impairment, page 9

17. We have reviewed your response to our prior comment number 18
in
which you explain your rationale for recognizing the $116,669
"recovery of impairment" in your financial statements during the
first quarter of 2005.  However, after further consideration of
your
response, we believe that since the 55,556 shares held in escrow
were
subject to return or cancellation depending on the outcome of
certain
potential claims for a two year period as noted in Note 5, they
should not have been included in the purchase price for the
acquisition of PBS until the related contingencies were resolved
and
the shares were released from escrow.  As noted in paragraph 26 of
SFAS No.141, consideration that is issued or issuable at the
expiration of the contingency period or that is held in escrow
pending the outcome of the contingency shall be disclosed but not
recorded as a liability or shown as outstanding securities until
the
outcome of the contingency is determinable beyond a reasonable
doubt.
Since the shares held in escrow were subsequently returned to the
Company and cancelled, it does not appear that the outcome of the
contingencies for which the shares were originally place in escrow
was determinable beyond a reasonable doubt at the date the
acquisition transaction occurred.  Accordingly, please revise your
financial statements for fiscal 2004 to exclude the escrowed
shares
from the purchase price for PBS. The related impairment charges
recognized in 2004 and the subsequent recovery of impairment
recognized in fiscal 2005 will also require revision as a result
of
this change in the purchase price.

Note 7.  Stockholders` Deficit, page 11
Common Stock Warrants, page 11
Convertible Debenture Note, page 11

18. We note your respons