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): August 4, 2005 (July 31, 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.)

              2100 Valley View Lane, Suite 100 - Dallas, TX (75234)
               (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 and Operations

Item 1.01 Entry into a Material Definitive Agreement

Effective July 30, 2005,  fifteen of the sixteen  debenture  holders  ("Holder")
signed  Amendment  Number 1 (the  "Amendment") to $400,000  principal  amount of
Secured Convertible Debentures ("Debentures") between Holder and Registrant. The
remaining debenture holder  representing  $25,000 principal amount of Debentures
is out of the country and the Company's agent currently is attempting to contact
the  individual to obtain the signature for the extension.  The Debentures  were
due and  payable on July 31,  2005 and the  Amendment  related to the  following
items:

      o     The Debentures  maturity date was changed to October 31, 2005 or the
            Company  having  completed  an  offering of either debt or equity or
            both in excess of $2,000,000.

      o     Holder waives any and all defaults  without  further  recourse until
            the amended maturity date of October 31, 2005 is reached.

      o     In consideration of the waiver and extension of the maturity date to
            October  31,  2005,  Registrant  shall  issue  warrants  to purchase
            Registrant's  $0.001 par value common  stock.  For every  $10,000 of
            principal  amount of Debentures  outstanding,  Holder will receive a
            warrant to  purchase  1,000  shares of common  stock at an  exercise
            price of  $0.38  per  share.  As a result  of there  being  $400,000
            principal  amount of Debentures  outstanding,  Registrant will issue
            40,000  warrants  to Holder with the  warrants  expiring on July 30,
            2008.

      o     If Registrant files a registration  statement in connection with any
            new  financing  agreement at any time prior to the maturity  date of
            October 31, 2005, then Registrant  shall include in the registration
            statement  a  sufficient  number  of  shares  to allow  for the full
            conversion of the  Debentures  plus any accrued and unpaid  interest
            thereon,  the Shares and the full  exercise of all Warrants  held by
            HOLDER. Registrant shall use its best efforts to include HOLDER as a
            party to the registration  rights  agreement  prepared in connection
            with such offering.

      o     Except as amended by this Amendment,  the Debentures  remain in full
            force and effect.

Neither the Company  nor its agent has  received a notice of default  related to
the  remaining  $25,000 of Debentures  discussed  previously.  Further,  no such
notice  of  default  is  anticipated  once the  remaining  debenture  holder  is
contacted and signs the Amendment, as expected.

The  Amendment  and form of common stock  warrant are filed as Exhibits 99.1 and
99.2, respectively, to this Current Report on Form 8-K.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

In  consideration of the Amendment  discussed under Item 1.01 above,  Registrant
issued  40,000  warrants to Holder with the warrants  expiring on July 30, 2008.
None of the warrants have been exercised and no fees or commissions were paid in
connection  with the issuance of the warrants.  The issuance of the warrants was
made in reliance of Section 4(2) 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.  All of the
warrant  holders are  "accredited"  investors and are existing  creditors of the
Company as detailed under Item 1.01 above. The underlying  common stock from the
exercise of the warrants shall not be offered,  sold or  transferred  other than
pursuant to an effective  registration  statement under the Securities Act or an
exemption from such registration requirements.



                                       2
<PAGE>

Section 9 - Financial Statements and Exhibits

Exhibit Number                         Description
--------------                         -----------
99.1            Amendment Number 1 to Subordinated Secured Convertible Debenture
99.2            Form of Common Stock Warrant

                                   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: August 4, 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): August 4, 2005 (July 31, 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.)

              2100 Valley View Lane, Suite 100 - Dallas, TX (75234)
               (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 and Operations

Item 1.01 Entry into a Material Definitive Agreement

Effective July 30, 2005,  fifteen of the sixteen  debenture  holders  ("Holder")
signed  Amendment  Number 1 (the  "Amendment") to $400,000  principal  amount of
Secured Convertible Debentures ("Debentures") between Holder and Registrant. The
remaining debenture holder  representing  $25,000 principal amount of Debentures
is out of the country and the Company's agent currently is attempting to contact
the  individual to obtain the signature for the extension.  The Debentures  were
due and  payable on July 31,  2005 and the  Amendment  related to the  following
items:

      o     The Debentures  maturity date was changed to October 31, 2005 or the
            Company  having  completed  an  offering of either debt or equity or
            both in excess of $2,000,000.

      o     Holder waives any and all defaults  without  further  recourse until
            the amended maturity date of October 31, 2005 is reached.

      o     In consideration of the waiver and extension of the maturity date to
            October  31,  2005,  Registrant  shall  issue  warrants  to purchase
            Registrant's  $0.001 par value common  stock.  For every  $10,000 of
            principal  amount of Debentures  outstanding,  Holder will receive a
            warrant to  purchase  1,000  shares of common  stock at an  exercise
            price of  $0.38  per  share.  As a result  of there  being  $400,000
            principal  amount of Debentures  outstanding,  Registrant will issue
            40,000  warrants  to Holder with the  warrants  expiring on July 30,
            2008.

      o     If Registrant files a registration  statement in connection with any
            new  financing  agreement at any time prior to the maturity  date of
            October 31, 2005, then Registrant  shall include in the registration
            statement  a  sufficient  number  of  shares  to allow  for the full
            conversion of the  Debentures  plus any accrued and unpaid  interest
            thereon,  the Shares and the full  exercise of all Warrants  held by
            HOLDER. Registrant shall use its best efforts to include HOLDER as a
            party to the registration  rights  agreement  prepared in connection
            with such offering.

      o     Except as amended by this Amendment,  the Debentures  remain in full
            force and effect.

Neither the Company  nor its agent has  received a notice of default  related to
the  remaining  $25,000 of Debentures  discussed  previously.  Further,  no such
notice  of  default  is  anticipated  once the  remaining  debenture  holder  is
contacted and signs the Amendment, as expected.

The  Amendment  and form of common stock  warrant are filed as Exhibits 99.1 and
99.2, respectively, to this Current Report on Form 8-K.

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

In  consideration of the Amendment  discussed under Item 1.01 above,  Registrant
issued  40,000  warrants to Holder with the warrants  expiring on July 30, 2008.
None of the warrants have been exercised and no fees or commissions were paid in
connection  with the issuance of the warrants.  The issuance of the warrants was
made in reliance of Section 4(2) 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.  All of the
warrant  holders are  "accredited"  investors and are existing  creditors of the
Company as detailed under Item 1.01 above. The underlying  common stock from the
exercise of the warrants shall not be offered,  sold or  transferred  other than
pursuant to an effective  registration  statement under the Securities Act or an
exemption from such registration requirements.

                                       2
Section 9 - Financial Statements and Exhibits

Exhibit Number                         Description
--------------                         -----------
99.1            Amendment Number 1 to Subordinated Secured Convertible Debenture
99.2            Form of Common Stock Warrant

                                   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: August 4, 2005

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

                                       3