**Exhibit 14.1**

 

**RG GLOBAL LIFESTYLES, INC.**

**CODE OF ETHICS**

 

**Preamble**

 

**This Code of Ethics was designed by RG GLOBALLIFESTYLES, INC. to govern they way in which we work every day.  This Code of Ethics applies to each and everyone of our employees, officers, and directors.**

 

# **Definitions**

 

The “Commission” means the United States Securities and ExchangeCommission.

 

The “Company” means RG GLOBAL LIFESTYLES, INC.

 

“We” means all of our employees, officers, and directors.

 

# **Basic Principles**

 

1.               We will conduct ourselves honestly andethically, including the ethical handling of actual or apparent conflicts ofinterest between personal and professional relationships.

2.               We will avoid conflicts of interest,including disclosure to the appropriate persons of any material transaction orrelationship that reasonably could be expected to give rise to such a conflict.

3.               We will provide full, fair, accurate, timely,and understandable disclosure in reports and documents that we file with theCommission and in all other public communications we make.

4.               We will comply with all applicablegovernmental laws, rules and regulations.

5.               We will promptly report violations of thisCode of Ethics to the appropriate person within the Company as describedspecifically below.

6.               We accept accountability for adherence tothis Code of Ethics.

 

## **Specific Situations**

 

**Conflictsof interest. **A“conflict of interest” occurs when an individual’s private interest interferesin any way – or even appears to interfere – with the interests of the Companyas a whole.  A conflict situation canarise when an employee, officer or director takes actions or has interests thatmay make it difficult to perform his or her Company work objectively andeffectively.  Conflicts of interest alsoarise when an employee, officer or director, or a member of his or her family,receives improper personal benefits as a result of his or her position in theCompany.  Loans to, or guarantees ofobligations of, such persons are of special concern.  Additionally, you may not work for or receive payments of any kind fromany competitor, customer, distributor or supplier of the Company without priorapproval of Company management.

 

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We will be alert and sensitive to any interest that might be consideredto conflict with the best interests of the Company.  If you or one of your family members,directly or indirectly, has a financial or personal interest in a contract ortransaction to which the Company is a party, or you are contemplating enteringinto a transaction that involves use of Company assets or could compete withthe Company, you must disclose this situation *assoon as you become aware of it* to your immediate supervisor.  Please disclose your interest and describeall material facts concerning the matter known to you, including the estimatedtime frame for the transaction if known. If appropriate, supervisors will report any such situations to thePresident of the Company.  If necessary,the President of the Company will report any such situation to the Board ofDirectors who will, in conjunction with the Company’s legal counsel, make adetermination of whether or not the situation is a conflict of interest.  You should not take any actions until you areadvised of the decision.  The Companywill be sensitive to the time frames you disclose to us.

 

The Company promotes disclosure of any questionable situations.  The Company will not retaliate and will notpermit any of its employees, directors, or officers to retaliate against youfor such disclosure.

 

**Corporate opportunities. **We are prohibitedfrom (a) taking for ourselves personally opportunities that are discoveredthrough the use of Company property, information or position; (b) using Companyproperty, information, or position for personal gain; and (c) competing withthe Company.  We owe a duty to theCompany to advance its legitimate interests when the opportunity to do soarises.  If you believe that acontemplated transaction might be found to be a corporate opportunity, youshould make full disclosure to your supervisor or manager and seek Companyauthorization to pursue the opportunity *before*pursuing the opportunity.

 

**Confidentiality. **We must maintain theconfidentiality of information entrusted to us by the Company or its customers,except when disclosure is authorized or legally mandated.  Confidential information includes allnon-public information that might be of use to competitors, or harmful to theCompany or its customers, if disclosed.  

 

**Fairdealing. **We willendeavor to deal fairly with the Company’s customers, suppliers, competitorsand employees.  We will not take unfairadvantage of anyone through manipulation, concealment, abuse of privilegedinformation, misrepresentation of material facts, or use any otherunfair-dealing practice.

** **

**Protectionand proper use of company assets. **Wewill protect the Company’s assets and ensure their efficient use.  Theft, carelessness and waste have a directimpact on the Company’s profitability. All Company assets must be used for legitimate business purposes.

 

**Compliance with laws,rules and regulations (including insider trading laws). **The Companypromotes compliance with laws, rules and regulations, including insider tradinglaws.  Insider trading is trading or tippingothers to trade in securities of our Company or any other Company based oninformation which is not available to the public.  Insider trading is both unethical and illegaland will be dealt with firmly.  We arerequired to comply with all applicable laws and regulations wherever we dobusiness. Perceived pressures from supervisors or demands due to businessconditions are not excuses for violating the law. If you have any questions or

 

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concerns about the legality of an action, youshould bring such questions or concerns to your supervisor.  If you feel you cannot discuss your concernswith your supervisor, please bring them to the President of the Company.

 

**Accuracy of Companyrecords and reports.** The Company requires honestand accurate recording and reporting of information.  This includes such data as quality, safety,and personnel records, as well as all business and financial records andreports filed with the Commission.  Allfinancial books, records and accounts must accurately reflect transactions andevents, and conform both to required accounting principles and to the Company’ssystem of internal controls. No false or artificial entries may be made. 

 

**Encouragingthe reporting of any illegal or unethical behavior. **The Company promotesethical behavior.  The Company encouragesyou to talk to supervisors, managers or other appropriate personnel when indoubt about the best course of action in a particular situation.  Additionally, you should report violations oflaws, rules, regulations or the code of business conduct to appropriatepersonnel.  The Company will not allowretaliation for reports made in good faith.

 

# **Conclusion**

 

No Code ofConduct or Code of Ethics can cover every situation that might arise in acompany.  This Code is designed to letyou know our basic guiding principles and provide explanation on how to handlevarious situations.  If you havequestions on any situation, whether or not described in this document, pleaseask.  The first place to turn is yourimmediate supervisor or manager.  If youare uncomfortable discussing a situation with your immediate supervisor ormanager, you may go to anyone in management whom you feel comfortable with,including the President of the Company. We cannot stress our final point enough: “When in doubt, ask.”  

 

Adopted by theBoard of Directors on May 17, 2005.

 

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