SecProbe.io

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Linda Cvrkel
Branch Chief
Division of Corporate Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:      RG America, Inc. - Response to SEC Comment Letter dated August 18, 2005
         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 Ms. Cvrkel,

We are in receipt of your letter dated August 18, 2005 in relation to the above
referenced item. We appreciate the opportunity to respond to the comments and
also the assistance provided by the comments towards enhancing our filings in
accordance with applicable disclosure requirements. Please find below our
response to the each of the comments.

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

Item 6. Managements' Discussion and Analysis, Page 20
-----------------------------------------------------

Recent Accounting Developments, Page 32
---------------------------------------

1.
--

We note your comment as related to APB 25 and agree with your explanation.
However, as noted in the Summary of Significant Accounting Principles section of
our Financial Statements, the item Stock Based Compensation discloses the
following:

"The Company follows the provisions of SFAS 123, as amended, and Emerging Issues
Task Force No. 96-18, "Accounting for Equity Instruments That Are Issued to
Other Than Employees for Acquiring or in Connection with Selling Goods or
Services," for equity instruments granted to non-employees."

We recognize that APB 25 should not apply to non-employees as you noted per our
disclosure above. However, when we revised the section for SFAS 123 in another
area as you noted, we incorrectly included non-employees in the description. We
have noted this and for your purposes, the disclosure for SFAS 123 will read as
follows going forward:

"In December 2004, the FASB issued SFAS No. 123 (Revised), entitled Share-Based
Payment. This revised Statement eliminates the alternative to use APB Opinion
No. 25's intrinsic value

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method of accounting that was provided in SFAS No. 123 as originally issued.
Under Opinion 25, issuing stock options to employees generally resulted in
recognition of no compensation cost. This Statement requires us to recognize the
cost of employee services received in exchange for awards of equity instruments
based on the grant-date fair value of those awards. For public companies that
file as a small business issuer, this Statement is effective as of the beginning
of the first interim or annual reporting period that begins after December 15,
2005. The adoption of SFAS 123 (Revised) will have an impact the financial
statements if the Company issues stock options to the employees in the future.

We believe that the required disclosure for non-employees was disclosed in the
Significant Accounting Principles as noted above. Additionally, since the
revision of SFAS 123 is not effective for small business issuers until after
December 15, 2005, there was no impact of the incorrect wording in the Recent
Accounting Development sections and we will make sure that this is correctly
stated going forward as noted above.

Item 10. Executive Compensation, Page 42
----------------------------------------

2.
--

In relation to the options granted to Mr. Rea, the $0.06 fair value was
incorrectly typed in the document and should have been $0.05 per share, the
sales price of our common stock in a recent private placement offering. The
$0.05 fair market price is the pre-split price and the $0.30 exercise price is
post split. As a result of the split, the $0.05 fair market value is post split
$0.30 per share and the exercise price is also $0.30 per share, thus no
compensation expense should be or was recorded by the Company.

Financial Statements
--------------------

Consolidated Statements of Operations, page 6
---------------------------------------------

3.
--

We have reviewed the referenced guidance in APB 20 and have evaluated the impact
of presenting combined financial statements for the fiscal year ended December
31, 2003, from both the qualitative and quantitative perspective of an investor.
The primary changes to the financial statements would have been to the statement
of operations and cash flows as only the December 31, 2004 balance sheet is
presented in the 10-KSB for the year ended December 31, 2004, and as no shares
for the acquisition were issued until 2004, as disclosed in the 2004 Form
10-KSB.

For the year ended December 31, 2003, we reported a net loss of $2,290,011 or a
net loss per share of $.20 (pre-reverse split). On a combined basis, including
the net loss of Restoration Group America, 2003, Inc. ("RGA 2003"), we would
have reported a net loss of $2,796,463 or a net loss per share of $.25
(pre-reverse split) as disclosed in the footnotes to the financial statements of
the Form 10-KSB for the year ended December 31, 2003. We believe that due to the
significant loss reported in 2003, the inclusion of the additional losses from
RGA 2003 does

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not impact our trend of earnings or provide a significantly different
perspective of our operations. Additionally, the impact of combining the
companies on a pro-forma basis has been previously disclosed in the 2003 Form
10-KSB.

For the year ended December 31, 2003, we reported cash used for operating
activities of $2,060,808. This amount would have been increased primarily
related to RGA 2003's net loss adjusted by any changes in its working capital
accounts. Based on the previously recorded significant amount of cash used for
operations, we do not believe that including RGA 2003 would change the trend of
cash flows or provide any additional useful information for an investor.

We have evaluated the overall impact of providing combined financial statements
for fiscal year 2003 and based on the early stages of our company, the
significant losses, cash used to fund operations and the pro-forma disclosures
in the 2003 Form 10-KSB, we believe that combined financial statements would not
provide a significantly different perspective of our Company from that which we
have disclosed.

4.
--

Based upon discussion with our financial and legal advisors, it is our
understanding that the information required by paragraph 35 of APB No. 20 need
only be disclosed for the period such reorganization was completed and hence is
not required in our 10-KSB for the year ended December 31, 2004.

In relation to your request for the ownership structure of the Company and
Restoration Group America 2003 prior to the acquisition, please find as below:

Restoration Group America 2003 (Note, this information was disclosed previously
on form 8-K filed with the Commission on January 15, 2004).

Restoration Group America 2003 had 1,000 shares of common stock issued and
outstanding prior to the acquisition. The Acquisition Agreement detailed that
the Company would issue 100,000 shares of its common stock for each share of
common stock held by RG America 2003, thus a total of 100,000,000 shares
(pre-split) or 16,666,667 (post-split).

Ownership of the 1,000 shares in Restoration Group America 2003 was as follows:

George D. Mikez                                                  40
J2 FAMILY, L.P., a Texas Limited Partnership                    240
JAAVBR, L.P., a Texas Limited Partnership                       240
JADES FAMILY, L.P., a Texas Limited Partnership                 240
DKWFLP, L.P., a Texas Limited Partnership                       240
                                                                ---
Total                                                         1,000
                                                              =====

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Of the above, John E. Rea, our CEO and a Director, is the President of J2
Family, L.P. and James Rea, our COO and a Director is the President of JAAVBR,
L.P. Together as a group, these entities owned 48% of Restoration Group America,
2003.

Ownership of the Company prior to the merger was 8,440,040 shares (pre-split)
and 1,406,673 shares (post-split). Of these shares, Rea Capital Corporation held
4,000,000 (pre-split), 666,667 (post-split) or 47.4% of the Company. Edward P.
Rea, our Chairman of the Board is the Chairman of Rea Capital Corporation.

No entity or group, either an individual or immediate family member, held
greater than 50% ownership in either the Company or Restoration Group America
2003 prior to the merger.

Statements of Shareholders' Equity, page 7
------------------------------------------

5.
--

We would propose that the Stockholders' Equity Footnote would be changed to the
following:

"In January 2004, the Company issued 1,109,308 shares of common stock in
conversion of notes payable. This was comprised of 480,000 shares to a related
party at approximately $0.36 per share (post-split), or a valuation of $173,735
and $629,308 shares to an unrelated party at approximately $0.33 per share
(post-split), or a valuation of $205,335. The valuation of the shares issued was
either based upon recent sales of common stock through a private placement
offering or through a negotiated price between the parties taking into account
the length of time the notes were outstanding. The issuance of these shares was
exempt from the registration requirements of the Act pursuant to Section 4(2) of
the Act.

In September 2004, the Company issued 704,420 shares of common stock in
conversion of notes payable. The shares were issued to a related party at $0.30
per share (post-split), or a valuation of $211,326. 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.

6.
--

We would propose that the stockholders' equity footnote be replaced with the
following:

"In January 2004, we issued 737,328 shares of common stock at approximately
$0.55 per share (post-split), or a valuation of $406,833, in conversion of trade
accounts payable. The valuation of the shares issued was either based upon
recent sales of common stock through our private placement offering or a
negotiated price between the parties taking into account the length of time the
accounts payable were outstanding. The issuances of these shares were exempt
from the registration requirements of the Act pursuant to Section 4(2) of the
Act."

7.
--

We agree with your comment and would note that when the filing was submitted to
EDGAR, both of the ($159,167) and ($159) columns were incorrectly shown in the
Preferred Stock

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columns. While our original filing document was correct and showed the amounts
under the common stock and common stock subscribed columns as you noted, we did
not note the error when the document was being proofed for filing. Based upon
this comment, we have implemented additional internal control procedures for the
review and filing of our documents

Marketable Securities, page 17
------------------------------

8.
--

The entity that we received a warrant from is the RS Group of Companies
("RSGC"). RSCG is the Florida based parent of a Canadian company that owns the
Rent Shield (TM) product line for which we are a major North American
distributor. The Rent Shield product is discussed in "Our Companies" section of
the 10-KSB under RG Financial Services ("RGFS"). Rent Shield(TM) pairs well with
our proprietary PropertySMARTSM product line and RSGC would be introduced to our
extensive relationships in the multi-family arena and we would be able to add an
additional valuable product to our revenue stream.

However, the exercise price of the warrants was structured at a significant
premium to the existing market price to provide an incentive for both companies
to perform currently and in the future. As a result, the exercise price is
priced significantly above the current market price and no value was attributed
to the warrant we received from RSGC based upon our evaluation of the warrant.
We noted this in the marketable securities footnote and believe that the
disclosure remains correct.

Additionally, we granted a warrant to RSGC to purchase our common stock and this
is disclosed in your comment 14 below under Common Stock Warrants, page 27.

Note 7, Acquisitions, page 17
-----------------------------

9.
--

In relation to the PBS acquisition, the purchase price was 1,000,000 restricted
shares (pre-split) at a valuation of $350,000 or $0.35 per share. The $0.35 per
share was based upon the closing price of our common stock during the time of
negotiations for the acquisition. As a result of the reverse stock split, the
shares were adjusted to 166,667 and the effective price went from $0.35 per
share to the $2.10 per share that you noted. We believe that the $0.35 per share
valuation was appropriate in relation to basing it on the closing price of the
stock during negotiations.

PBS was a respected architectural and engineering firm that would provide these
services for us in relation to our proprietary PropertySMARTSM product line.
Additionally, PBS would bring strong existing relationships in the multi-family
arena to join with our existing relationships. As a result, the PBS business is
primarily a service based model based upon relationships and does not have
significant assets. We evaluated this in relation to the purchase price and the
allocation of the acquisition cost to the assets and liabilities acquired with
the remainder recorded as goodwill.

In relation to your comment concerning the disclosure requirements of paragraph
51 of SFAS No. 141, we have reviewed the matter in conjunction with our
Independent Registered Public Accounting Firm, and believe that we have met
these requirements. We acknowledge and

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confirm that we will once again review the requirements and comply with such
disclosure requirements in future filings.

10.
---

In relation to your comments for the RG acquisition, we have reviewed the
disclosure and agree that while the wording is factual, there could be confusion
as related to the actual events. The original acquisition agreement was
100,000,000 shares (pre-split) and as a result of the reverse stock split, the
shares were adjusted to 16,666,667 (post-split).

We would propose that the disclosure would read as follows:

In accordance with the terms of the Acquisition Agreement between RG and RGA
2003, we will issue 16,666,667 shares (post-split) of our common stock to the
shareholders of RGA 2003. In April 2004, we issued 13,333,333 of these shares at
the agreement specified $0.114 per share as follows: 10,000,000 shares as our
Amended and Restated Articles of Incorporation were declared effective and
3,333,333 shares upon the satisfaction of certain conditions. As a result of
this issuance, 3,333,333 of the 16,666,667 shares remain unissued subject to the
satisfaction of certain additional conditions and have been recorded as Common
Stock Subscribed in the accompanying Financial Statements.

Note 9.  Stockholders' Deficit, page 22
---------------------------------------

Capital Structure, page 22
--------------------------

11.
---

In relation to our footnote concerning the $1,800,000 private placement, the
last sentence is incorrect and should not of been included and was a carry
forward from a previous filing. As noted in the Consolidated Statements of
Stockholders' Deficiency, we noted $967,076 of proceeds from the sale of our
common stock. As noted in your comment, the three amounts of $387,501, $95,000
and $484,575 add up to $967,076, the same as our disclosure noted above.

Yes, we had two offerings of securities, both