UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2005 (November 7,
2005)

                                RG America, Inc.
             (Exact name of registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

                                     0-80429
                                     -------
                            (Commission File Number)

                                   75-2823489
                                   ----------
                        (IRS Employer Identification No.)

                     1507 Capital Avenue, Plano, TX (75074)
                     --------------------------------------
               (Address of principal executive offices)(Zip Code)

       Registrant's telephone number, including area code: (972) 919-4774
       ------------------------------------------------------------------


         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


<PAGE>

                                    FORM 8-K
                                RG America, Inc.

Section 1 - Registrant's Business Operations

Item 1.01 Entry into a Material Definitive Agreement.

Effective  November 7, 2005,  Registrant  entered into a Security Agreement with
Laurus Master Fund,  Ltd.  ("Laurus")  for the sale by Registrant to Laurus of a
$1,400,000 secured convertible minimum borrowing note ("Minimum Borrowing Note")
and a secured revolving note up to a maximum of $10,000,000  ("Revolving Note").
In connection with the Minimum Borrowing Note and the Revolving Note, Registrant
issued to Laurus a common stock purchase  warrant  ("Warrant") to purchase up to
2,962,963 shares of Registrants $0.001 par value per share common stock ("Common
Stock"). Additionally,  Registrant and Laurus entered into a registration rights
agreement  ("Registration  Rights Agreement")  covering the registration  Common
Stock underlying the Minimum Borrowing Note and the Warrant.

The Minimum Borrowing Note has an interest rate of Prime plus two percent (2.0%)
and shall not be any time less than six percent  (6.0%).  The Minimum  Borrowing
Note is due together with any unpaid and accrued interest hereon, on October 31,
2008 (Maturity Date"). Laurus shall have the option, but not the obligation,  at
any time until the  Maturity  Date to convert  all or any portion of the Minimum
Borrowing  Note and accrued  interest into Common Stock at an exercise  price of
$0.71  per  share.  Additionally,   Registrant  has  the  option,  but  not  the
obligation,  to prepay the Minimum  Borrowing  Note by paying Laurus one hundred
thirty percent (130%) of the principal amount of the Minimum Borrowing Note plus
accrued  and  unpaid  interest.  As a  result  of the  Minimum  Borrowing  Note,
Registrant  obtained $878,000 of proceeds,  net of $522,000 of expenses.  Of the
$522,000 of expenses, $300,000 was paid to Registrant's financial agent, Spencer
Clarke,  LLC for  financial  agent  fees,  $220,000  was paid to Laurus  Capital
Management, LLC for management, due-diligence and documentation fees, and $2,000
was paid to Loeb & Loeb LLP for escrow fees.

The  Revolving  Note has an interest  rate of Prime plus two percent  (2.0%) and
shall not be any time less than six percent  (6.0%).  The Revolving  Note is due
together  with any unpaid and accrued  interest  hereon,  on the Maturity  Date.
Laurus  shall have the  option,  but not the  obligation,  at any time until the
Maturity  Date to convert all or any portion of the  Revolving  Note and accrued
interest into Common Stock at an exercise price of $0.71 per share.

The Security Agreement includes among other things, a stock pledge agreement,  a
guaranty from Registrant and all of its subsidiaries  and certain  covenants and
obligations  in order to secure  the  funds  obtained  from the above  mentioned
items. The Security  Agreement also includes a funding formula that determines a
maximum amount of funds that Registrant can be advanced at any point in time and
an  allowance  for Laurus to override the formula and advance  registrant  funds
over the funding formula.  Laurus elected the option to override the formula and
advanced  Registrant  $250,000 on November 7, 2005.  The advance has an interest
rate of Prime plus five  percent  (5.0%)  and is due and  payable  with  accrued
interest on May 1, 2006.

The documents comprising the above items are filed as Exhibit 99 to this Current
Report on Form 8-K.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

In  consideration  for the Warrant  discussed in 1.01 above, the issuance of the
Warrant was made in reliance of Section 4(2)and or 3(b) of the Securities Act of
1933 (the  "Securities  Act"), as amended and Regulation D promulgated  pursuant
thereto,  which provide for exemptions for  transactions  not involving a public
offering.


                                        2
<PAGE>

Section 9 - Financial Statements and Exhibits

EXHIBITS

Exhibit Number              Description
--------------              -----------

99.1                        Security Agreement

99.2                        Master Security Agreement

99.3                        Secured Convertible Minimum Borrowing Note

99.4                        Secured Revolving Note

99.5                        Minimum Borrowing Note Registration Rights Agreement

99.6                        Funds Escrow Agreement

99.7                        Common Stock Purchase Warrant

99.8                        Over-Advance Letter

99.9                        Stock Pledge Agreement

99.10                       Subsidiary Guaranty

99.11                       Escrow Release Letter

--------------------------------------------------------------------------------

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                RG AMERICA, INC.
                                  (Registrant)

Date: November 9, 2005

/s/ John E. Rea
------------------------------------
John E. Rea, Chief Executive Officer


                                        3
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2005 (November 7,
2005)

                                RG America, Inc.
             (Exact name of registrant as specified in its charter)

                                     Nevada
                 (State or other jurisdiction of incorporation)

                                     0-80429
                                     -------
                            (Commission File Number)

                                   75-2823489
                                   ----------
                        (IRS Employer Identification No.)

                     1507 Capital Avenue, Plano, TX (75074)
                     --------------------------------------
               (Address of principal executive offices)(Zip Code)

       Registrant's telephone number, including area code: (972) 919-4774
       ------------------------------------------------------------------

         (Former name or former address, if changed since last report.)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
FORM 8-K
                                RG America, Inc.

Section 1 - Registrant's Business Operations

Item 1.01 Entry into a Material Definitive Agreement.

Effective  November 7, 2005,  Registrant  entered into a Security Agreement with
Laurus Master Fund,  Ltd.  ("Laurus")  for the sale by Registrant to Laurus of a
$1,400,000 secured convertible minimum borrowing note ("Minimum Borrowing Note")
and a secured revolving note up to a maximum of $10,000,000  ("Revolving Note").
In connection with the Minimum Borrowing Note and the Revolving Note, Registrant
issued to Laurus a common stock purchase  warrant  ("Warrant") to purchase up to
2,962,963 shares of Registrants $0.001 par value per share common stock ("Common
Stock"). Additionally,  Registrant and Laurus entered into a registration rights
agreement  ("Registration  Rights Agreement")  covering the registration  Common
Stock underlying the Minimum Borrowing Note and the Warrant.

The Minimum Borrowing Note has an interest rate of Prime plus two percent (2.0%)
and shall not be any time less than six percent  (6.0%).  The Minimum  Borrowing
Note is due together with any unpaid and accrued interest hereon, on October 31,
2008 (Maturity Date"). Laurus shall have the option, but not the obligation,  at
any time until the  Maturity  Date to convert  all or any portion of the Minimum
Borrowing  Note and accrued  interest into Common Stock at an exercise  price of
$0.71  per  share.  Additionally,   Registrant  has  the  option,  but  not  the
obligation,  to prepay the Minimum  Borrowing  Note by paying Laurus one hundred
thirty percent (130%) of the principal amount of the Minimum Borrowing Note plus
accrued  and  unpaid  interest.  As a  result  of the  Minimum  Borrowing  Note,
Registrant  obtained $878,000 of proceeds,  net of $522,000 of expenses.  Of the
$522,000 of expenses, $300,000 was paid to Registrant's financial agent, Spencer
Clarke,  LLC for  financial  agent  fees,  $220,000  was paid to Laurus  Capital
Management, LLC for management, due-diligence and documentation fees, and $2,000
was paid to Loeb & Loeb LLP for escrow fees.

The  Revolving  Note has an interest  rate of Prime plus two percent  (2.0%) and
shall not be any time less than six percent  (6.0%).  The Revolving  Note is due
together  with any unpaid and accrued  interest  hereon,  on the Maturity  Date.
Laurus  shall have the  option,  but not the  obligation,  at any time until the
Maturity  Date to convert all or any portion of the  Revolving  Note and accrued
interest into Common Stock at an exercise price of $0.71 per share.

The Security Agreement includes among other things, a stock pledge agreement,  a
guaranty from Registrant and all of its subsidiaries  and certain  covenants and
obligations  in order to secure  the  funds  obtained  from the above  mentioned
items. The Security  Agreement also includes a funding formula that determines a
maximum amount of funds that Registrant can be advanced at any point in time and
an  allowance  for Laurus to override the formula and advance  registrant  funds
over the funding formula.  Laurus elected the option to override the formula and
advanced  Registrant  $250,000 on November 7, 2005.  The advance has an interest
rate of Prime plus five  percent  (5.0%)  and is due and  payable  with  accrued
interest on May 1, 2006.

The documents comprising the above items are filed as Exhibit 99 to this Current
Report on Form 8-K.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

In  consideration  for the Warrant  discussed in 1.01 above, the issuance of the
Warrant was made in reliance of Section 4(2)and or 3(b) of the Securities Act of
1933 (the  "Securities  Act"), as amended and Regulation D promulgated  pursuant
thereto,  which provide for exemptions for  transactions  not involving a public
offering.

                                        2
Section 9 - Financial Statements and Exhibits

EXHIBITS

Exhibit Number              Description
--------------              -----------

99.1                        Security Agreement

99.2                        Master Security Agreement

99.3                        Secured Convertible Minimum Borrowing Note

99.4                        Secured Revolving Note

99.5                        Minimum Borrowing Note Registration Rights Agreement

99.6                        Funds Escrow Agreement

99.7                        Common Stock Purchase Warrant

99.8                        Over-Advance Letter

99.9                        Stock Pledge Agreement

99.10                       Subsidiary Guaranty

99.11                       Escrow Release Letter

--------------------------------------------------------------------------------

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                RG AMERICA, INC.
                                  (Registrant)

Date: November 9, 2005

/s/ John E. Rea
------------------------------------
John E. Rea, Chief Executive Officer

                                        3