UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) - FEBRUARY 16, 2007
COMMISSION FILE NUMBER: 000-254888
RG GLOBAL LIFESTYLES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0230641
(State or jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
30021 TOMAS, SUITE 200
RANCHO SANTA MARGARITA, CALIFORNIA 92688
(Address of principal executive offices, including zip code)
(949) 888-9500
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Precommencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o Precommencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) [GRAPHIC OMITTED]
RG GLOBAL LIFESTYLES, INC.
ITEM 8.01. OTHER ITEMS
On February 16, 2007, the Board of Directors of the Registrant determined it was
in the best interest of its shareholders of the Company to break off settlement
negotiations and to proceed with vigorously defending itself and asserting
counterclaims for damages in litigation with certain purchasers of its
convertible notes ("Noteholders"). The Registrant and Noteholders had entered
into a securities purchase agreement and ancillary documents for the sale of the
convertible notes on June 6, 2006.
Registrant had notified Noteholders in January 2007 of its belief that the
Noteholders had breached the warranties in the agreements regarding short sales
of the Company stock, and of a disagreement with Noteholders regarding the terms
of the conversions under the notes. Registrant subsequently limited conversions
to Noteholders of outstanding amounts due into common stock under the notes.
Litigation was commenced in the Supreme Court of New York.
Registrant strongly believes that the Company's counterclaims for damages caused
by Noteholders' actions will prevail, and that Noteholders' claims are without
merit.
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 thereto duly authorized.
Date: February 23, 2007 RG GLOBAL LIFESTYLES, INC.
By: /s/ Louis Knickerbocker
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Louis Knickerbocker,
Chief Executive Officer, Director
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