SecProbe.io

CORRESP
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filename1.htm

      Via
        Facsimile and EDGAR

      December
        9, 2005

      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 October 13,
                  2005 and
                  August 18, 2005

                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
        Ms.
        Cvrkel,

      We
        are in
        receipt of your letter dated October 13, 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
        10. Executive Compensation, Page 42

      1.

      We
        note
        your comment and will ensure that future filings reflect the correct fair
        value
        of the Company’s common stock on the date of grant and to 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 comment and reiterate that on December 30, 2003, the Company acquired
        Restoration Group America 2003, Inc. (RGA 2003) and its wholly owned
        subsidiaries. The majority of the stockholders and directors of RGA 2003
        and the
        Company was the same prior to the transaction and accordingly, the transaction
        was accounted for as a combination of entities under common
        control.

      RGA
        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
        2003, thus a total of 100,000,000 shares (pre-split) or 16,666,667
        (post-split).

          1

      Ownership
        of the 1,000 shares in RGA 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

      Of
        the
        above, John E. Rea, our CEO and a Director, is the President of the General
        Partner and a limited partnerJ2 Family, L.P. and James Rea, our COO and a
        Director is the President of JAAVBR, L.P. George D. Mikez, was the Company’s
        Vice President of Construction operations and together as a group, these
        entities or individuals owned 52% of RGA 2003. Charles Douglas Morris is
        the
        President of DKWFLP, L.P. a 24% owner of RGA 2003 and Steve Mayor is the
        President of JADES FAMILY, L.P., a 24% owner of RG 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.
        Additionally, the Crafters Marketplace, Ltd. owned 1,023,800 shares (pre-split)
        170,633 shares (post-split), or approximately 12.1% of the Company. Edward
        P.
        Rea, our Chairman of the Board is also the Chairman of The Crafters Marketplace,
        Ltd. As a result, Edward P. Rea controlled greater than 50% of the Company
        and
        additionally, John. E. Rea, who is Edward P. Rea’s son, was the President and is
        now the CEO and was and is still a director of the Company, as well as a
        major
        owner in RG 2003.

      Post
        merger, the RGA 2003 owners mentioned above controlled greater than 50% of
        the
        Company. Additionally, three of the five RGA 2003 owners were officers of
        the
        Company.

      For
        the
        above reasons, the transaction was properly accounted for as a combination
        of
        entities under common control.

      Statements
        of Shareholders’ Equity, page 7

      3.

      We
        note
        your comment to our response to prior comment number five and respond as
        follows:

      “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.

      We
        have
        revised our previous response as follows:

      “The
        valuation of the shares issued was through a negotiated price between the
        parties taking into account the length of time the notes were outstanding,
        the
        business prospects for the Company, the recent market price of our common
        stock
        and recent sales of our common stock in our 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.”

          2

      4.

      We
        note
        your response to comment four and would respond that the issuance of 704,420
        shares of common stock in September 2004 for the conversion of notes payable
        at
        $0.30 per share (post-split), or a valuation of $211,326 was based upon recent
        sales of common stock through a private placement offering. The private
        placement offering was $0.05 per share (pre-split) or $0.30 per share
        post-split, or the same price that the shares were issued for. The issuance
        of
        these shares was exempt from the registration requirements of the Act pursuant
        to Section 4(2) of the Act.

      There
        was
        an agreement reached at $0.30 per share but the final paperwork was not
        completed until a later time when the 2nd
        private
        placement was being offered at $0.60 per share.

      5.

      We
        note
        your comment to our response to prior comment number six and respond as
        follows:

      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 based upon a negotiated
        price between the parties taking into account the length of time the accounts
        payable were outstanding, the business prospects for the Company, the recent
        market price of our common stock and recent sales of our common stock in
        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.”

      6.

      We
        note
        your comment to our response to prior comment number seven and respond as
        follows:

      We
        confirm that future filings for the statements of stockholders’ deficit have
        been revised to correct the error.

          3

      Marketable
        Securities, page 17

      7.

      We
        note
        your comment to our response to prior comment number eight and respond as
        follows:

      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
™ 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™ 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 services as the services would be
        based
        upon future performance as an incentive. Accordingly, no valuation was recorded
        in our financial statements for 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.

      Note
        7, Acquisitions, page 17

      8.

      We
        note
        your comment to our response to prior comment number nine and respond as
        follows:

      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, which was throughout July 2004 and early
        August 2004. These negotiations went on for a significant period of time
        and we
        utilized an agreed to price of $0.35 per share and then the documents were
        finalized and signed. Subsequently and before the final documents were executed,
        the price of our stock decreased but the agreed price of $0.35 per share
        was not
        modified per the agreement of both parties.

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

      9.

      We
        note
        your comment to our response to prior comment number seven and respond as
        follows:

      At
        the
        time of the acquisition, the Company ANTICIPATED that PBS would bring strong
        existing relationships in the multi-family arena to join with our existing
        relationships. 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.

      However,
        as it evidenced by the subsequent write off of the PBS goodwill and closing
        of
        this business line, there were many issues that we discovered during our
        relationship with PBS and the intangible items you noted in your response
        were
        never readily identifiable and therefore, none of the purchase price was
        allocated to these items.

          4

      Note
        9. Stockholders’ Deficit, page 22

      Capital
        Structure, page 22

      10.

We
        note
        your comment to our response to prior comment number eleven and respond as
        follows:

      We
        confirm that in future filings and to the extent we include disclosures
        regarding the fiscal 2004 private placement offerings, such disclosures will
        clarify that there were two offerings, when they were commenced and closed
        and
        the valuation of our common stock issued for each offering.

      We
        note
        your comment and will revise future filings to correct the inconsistency
        between
        $0.30 per share and $0.60 per share disclosures as related to our 2004 private
        placement offerings.

      Issuances
        of Common Stock, page 22

      11.

      We
        note
        your comment to our response to prior comment number twelve and respond as
        follows:

      As
        we
        noted previously, the Company was negotiating with several parties to resolve
        outstanding obligations including notes payable, trade accounts payable,
        property and equipment and services.

      For
        all
        items that were not
        based
        upon either (1) recent sales of common stock or (2) current trading market
        price
        of our stock, we comment on them below:

      For
        property and equipment, we issued 81,667 shares of our common stock for a
        total
        valuation of $29,000 or approximately $0.36 per share. In January 2004, we
        issued 15,000 shares of the 81,667 shares at $0.60 per share for the purchase
        of
        property and equipment. The valuation of the shares issued was based
        upon a negotiated agreement with the third party property and equipment
        provider.
        The
        issuance of these shares was exempt from the registration requirements of
        the
        Act pursuant to Section 4(2) of the Act.

      We
        believe that the above valuation is appropriate and as you noted in your
        previous comments (see item 3 and 5 above), certain factors (i.e. the length
        of
        time that your notes payable and accounts payable) had an affect on the fair
        value of our common stock and the negotiations we were having with third
        parties
        and is in accordance with appropriate accounting literature (i.e. EITF 96-18).

          5

      12.

      We
        note
        your comment as related to the 66,667 shares of common stock issued at $0.30
        per
        share. However, as we noted in our response, these shares were the last part
        of
        two issuances of shares for property and equipment.

      We
        issued
        81,667 shares of our common stock for a total valuation of $29,000 or
        approximately $0.36 per share. In January 2004, we issued 15,000 shares of
        the
        81,667 shares at $0.60 per share. The valuation of the shares issued was
        based
        upon a negotiated agreement with the third party property and equipment
        provider. In June 2004, we issued the remaining 66,667 of the 81,667 shares
        at
        an agreed to price of $0.30 per share for the purchase of property and
        equipment. The valuation of the shares issued was based upon recent sales