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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 28, 2004
RG GLOBAL LIFESTYLES, INC.
(Exact name of Registrant as Specified in its Charter)
California 0-25488 33-0230641
(State or Other (Commission file (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
17751 MITCHELL AVENUE, IRVINE, CA 92614
(Address of Principal Executive Offices including Zip Code)
(949) 486-6666
(Registrant's Telephone Number, Including Area Code)
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 communication 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))
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The Form 8-K/A amends the Registrant's current reports on Form 8-K dated August 23, 2004, to include the following financial information required to be filed pursuant to Item 9.01.
Pro Forma Financial Information.
Unaudited pro forma consolidated financial information of the Registrant, Amerikal International Holdings, Inc., and its wholly owned subsidiary, Amerikal Nutraceutical, Inc. as of March 31, 2004
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The Unaudited Pro Forma Financial Information reflects financial information, which gives effect to the acquisition of all of the outstanding common shares of Amerikal International Holdings, Inc. (“AIH”) (a Nevada Corporation) in exchange for 1,900,000 shares of common stock of R.G. Global Lifestyles, Inc. (“RGGL”) (a California Corporation).
The Pro Forma Statements included herein reflect the use of the purchase method of accounting for the above transaction. Such financial information has been prepared from, and should be read in conjunction with, the historical audited financial statements of AIH and RGGL included in this memorandum.
The Pro Forma Balance Sheet gives effect to the transaction as if it had occurred as of March 31, 2004. The Pro Forma Statement of Operations gives effect to the transaction as if it had occurred at the beginning of the earliest period presented, combining the results of AIH for the period ended September 30, 2004 and RGGL for the period ended September 30, 2004. Accordingly, the pro forma adjustments reflect issuance of common stock by RGGL related to the acquisition of AIH.
R.G. GLOBAL LIFESTYLES, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET As of March 31, 2004 |
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| | | | | | (Unaudited) |
| | Historical | Historical | Pro forma | | Pro forma |
ASSETS | R.G. Global Lifestyles Inc. | Amerikal Nutraceuticals, Inc. | Adjustments | | R.G. Global Lifestyles Inc. |
Current assets: | | | | | |
Cash and cash equivalents | $ - | $ 181,045 | | | $ 181,045 |
Accounts receivable, Net | - | 170,094 | | | 170,094 |
Inventory | - | 110,710 | | | 110,710 |
Prepaid expenses | - | 52,634 | | | 52,634 |
Total current assets | - | 514,483 | | | 514,483 |
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Intangible assets and goodwill | - | - | - | | - |
Total non-current assets | - | - | | | - |
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Total assets | $ - | $ 514,483 | - | | $ 514,483 |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
Current liabilities | | | | | |
Accounts payable | $ 7,864 | $ 570,538 | | | $ 578,402 |
Notes payable | - | - | | | - |
Accrued liabilities | 2,550 | 3,942 | | | 6,492 |
Accrued liabilities - related party | - | - | | | - |
Total current liabilities | 10,414 | 574,479 | | | 584,893 |
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Long Term Liabilites | | | | | |
Note payable | - | 40,000 | | | 40,000 |
Total long-term liabilities | - | 40,000 | | | 40,000 |
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Total Liabilities | 10,414 | 614,479 | | | 624,893 |
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Stockholders' equity | | | | | |
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Common stock, $.001 par value | 19,965 | 19,562 | (19,562) | 1 | 21,865 |
| | | | 1,900 | 2 | |
Additional paid in capital | 29,169 | 102 | (46,831) | 1 | |
| | | | (102) | 1 | |
| | | | 19,562 | 1 | |
| | | | (1,900) | 2 | - |
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Accumulated (deficit) | (59,548) | (119,660) | 46,933 | 1 | (132,275) |
Total stockholders' equity | (10,414) | (99,996) | - | | (110,410) |
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Total liabilities and stockholders' equity | $ - | $ 514,483 | - | | $ 514,483 |
R.G. GLOBAL LIFESTYLES, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS As of September 30, 2004 |
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| | | | | | (Unaudited) |
| | Historical | Historical | Pro forma | | Pro forma |
| R.G. Global Lifestyles, Inc. | Amerikal Nutraceutical, Inc. | Adjustments | | R.G. Global Lifestyles, Inc. |
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Revenue, net | $ - | $ 3,179,590 | | | $ �� 3,179,590 |
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Cost of sales | - | 1,359,917 | | | 1,359,917 |
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Gross Profit | - | 1,819,673 | | | 1,819,673 |
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Costs and expenses: | | | | | |
Direct operating cost | - | 117,346 | | | 117,346 |
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Depreciation | - | 340 | | | 340 |
General and administrative expenses | 9,569 | 351,852 | | | 361,421 |
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Non-cash consulting fees | - | 320,000 | | | 320,000 |
Non-cash compensation expense - related party | - | 463,333 | | | 463,333 |
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Salaries and wages | - | 119,864 | | | 119,864 |
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Total costs and expenses | 9,569 | 1,372,735 | | | 1,382,304 |
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Net operating loss | (9,569) | 446,939 | | | 437,370 |
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Other income (expense) | | | | | |
Other expense | - | (1,650) | | | (1,650) |
Interest income | - | 1,078 | | | 1,078 |
Interest expense | - | - | | | - |
| | - | (572) | | | (572) |
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Net income (loss) | $ (9,569) | $ 446,367 | $ - | | $ 436,798 |
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Basic and diluted (loss) per common share | $ (0.00) | $ - | | | $ 0.022 |
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Weighted average number of | | | | | |
common shares outstanding | 22,965,000 | 19,592,000 | | | 22,965,000 |
R.G. Global Lifestyles, Inc.
Notes to Pro Forma Financial Statements
Note 1
To reflect the recapitalization of R.G. Global Lifestyles, Inc.-California (“RGGL”) with the book value of net assets of Amerikal International Holdings, Inc.-Nevada (“AIH”) at the acquisition date. Because the acquisition was accounted for as a reverse acquisition, there was neither goodwill recognized nor any adjustments to the book value of the net assets of RGGL that would affect the pro forma statement of operations.
Note 2
To reflect the issuance of 1,900,000 shares of RGGL $0.001 par value common stock pursuant to the Acquisition Agreement dated July 8, 2004 wherein RGGL acquired 100% of the outstanding stock of AIH.
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 GLOBAL LIFESTYLES, INC.
(Registrant)
Dated: October 25, 2004
By:/s/ Louis Knickerbocker
Name: Louis Knickerbocker
Title: President and Chief Executive Officer
