August 15, 2006
By facsimile to (501) 634-2648 and U.S. Mail
Mr. Louis L. Knickerbocker
Chief Executive Officer and President
RG Global Lifestyles, Inc.
30021 Tomas, Suite 200
Rancho Santa Margarita, CA 92688
Re: RG Global Lifestyles, Inc.
Registration Statement on Form SB-2
Filed July 21, 2006
File No. 333-135966
Dear Mr. Knickerbocker:
We limited our review of the filings to the issues addressed
in
our comments below. Where indicated, we think that you should
revise
the documents in response to the comments. If you disagree, we
will
consider your explanation why a comment is inapplicable or a
revision
is unnecessary. Be as detailed as necessary in your explanation.
To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information. We may raise additional
comments after reviewing this information.
Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your documents. We look forward to working with you
to
achieve these objectives. We welcome any questions that you may
have
about comments or any other aspect of our review. You may call us
at
the telephone numbers listed at the end of this letter.
1. Given the size and nature of the transaction being registered,
advise us of RG Global`s basis for determining that the
transaction
is appropriately characterized as a transaction that is eligible
to
be made on a shelf basis under Rule 415(a)(1)(i) of Regulation C
under the Securities Act.
Registration Statement`s Facing Page
2. Footnote (3) to the registration fee table states that 640,000
shares of common stock underlying warrants were issued to
Ascendiant
Securities, Inc. under a financial advisory agreement and that
Ascendiant Securities, Inc. is a registered broker-dealer. We
assume
that the reference to Ascendiant Securities, Inc. rather than
Ascendiant Securities, LLC is inadvertent. Please revise or
advise.
Legal Proceedings
3. For the August 30, 2005 and July 7, 2006 lawsuits, state the
dollar amount of damages sought by the plaintiffs. See Item 103
of
Regulation S-B.
Selling Stockholders
4. Disclosure in the first paragraph states that the selling
stockholders are not affiliated with broker-dealers. Disclosure
in
the fourth paragraph states that no selling stockholder, with the
exception of Ascendiant Securities, LLC, is a registered broker-
dealer or an affiliate of a broker-dealer. Please reconcile the
disclosures. Further, clarify whether Ascendiant Securities, LLC
is
a broker-dealer or a broker-dealer`s affiliate.
5. Expand the disclosure to include all compensation fees paid or
payable under financing agreements with selling stockholders.
6. Describe briefly any continuing relationships of RG Global with
selling stockholders.
Plan of Distribution
7. Disclosure in the penultimate paragraph states that if RG
Global
is notified by any selling stockholder that any material
arrangement
has been entered into with a broker-dealer for the sale of shares
of
common stock, if required, RG Global will file a supplement to
this
prospectus. Revise to state that RG Global will file a supplement
to
this prospectus if a selling stockholder enters into a material
arrangement with a broker-dealer for sale of the common stock
being
registered.
Additional Information
8. Disclosure states that RG Global will become subject to the
information and periodic reporting requirements of the Exchange
Act
upon completion of the offering. Since RG Global is a reporting
company, delete this language.
Item 27. Exhibits
9. It appears that RG Global is incorporating by reference some
exhibits. If RG Global is incorporating by reference an exhibit,
RG
Global must identify clearly the information incorporated by
reference. See Rule 411(d) of Regulation C under the Securities
Act,
and revise.
Exhibit Index
10. Include an exhibit index immediately before the exhibits filed
with the registration statement. See Rule 102(d) of Regulation S-
T.
This exhibit index and Item 27 of Form SB-2 are not synonymous.
Exhibits
11. We note that RG Global intends to file by amendment some
exhibits, including the legality opinion. Allow us sufficient
time
to review the exhibits before requesting acceleration of the
registration statement`s effectiveness.
Signatures
12. RG Global`s controller or principal accounting officer also
must
sign the registration statement. Further, any person who occupies
more than one of the specified positions, for example, principal
financial officer and controller or principal accounting officer,
must specify each capacity in which he signs the registration
statement. See instructions 1 and 2 for signatures on Form SB-2,
and
revise.
Closing
File amendments to the SB-2 in response to the comments. To
expedite our review, RG Global may wish to provide us three marked
courtesy copies of the amendment. Include with the filings any
supplemental information requested and a cover letter tagged as
correspondence that keys the responses to the comments. If RG
Global
thinks that compliance with any of the comments is inappropriate,
provide the basis in the letter. We may have additional comments
after review of the amendments, the responses to the comments, and
any supplemental information.
We urge all persons responsible for the accuracy and adequacy
of
the disclosure in the registration statement reviewed by us to
ensure
that they have provided all information investors require for an
informed decision. Since RG Global and its management are in
possession of all facts relating to the disclosure in the
registration statement, they are responsible for the adequacy and
accuracy of the disclosures that they have made.
If RG Global requests acceleration of the registration
statement`s effectiveness, RG Global should furnish a letter at
the
time of the request acknowledging that:
* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.
* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve RG Global from its full responsibility for the adequacy
and
accuracy of the registration statement`s disclosures.
* RG Global may not assert our comments or the declaration of the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.
The Commission`s Division of Enforcement has access to all
information that RG Global provides us in our review of the
registration statement or in response to our comments on the
registration statement.
We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.
You may direct questions on comments and disclosure issues to
Edward M. Kelly, Senior Counsel, at (202) 551- 3728 or Christopher
B.
Edwards, Special Counsel, at (202) 551-3742.
Very truly yours,
Pamela A. Long
Assistant Director
cc: Mr. William C. Hitchcock
Agent for Service, RG Global Lifestyles, Inc.
4029 Westerly Place, Suite 200
Newport Beach, CA 92660
Scott Olson, Esq.
251 High Drive
Laguna Beach, CA 92651
Mr. Louis L. Knickerbocker
August 15, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE