UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549



FORM 10-QSB



(Mark One)



[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2004.



[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ___________ to _____________.



Commission File Number: 000-25488



RG GLOBAL LIFESTYLES, INC.

(Name of small business issuer in its charter)



California



33-0230641

(State or other jurisdiction of                                              
(I.R.S. Employer Identification No.)

incorporation or organization)



17751 Mitchell Avenue, Irvine, CA                        92614

(Address of principal executive offices)              (Zip Code)



Issuers telephone number: (949) 486-6666



Securities registered under Section 12(b) of the Act:  None



Securities registered under Section 12(g) of the Act:  Common Stock, $.01 par value (Title of Class)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]       No [  ]



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS



Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes [X]    No [  ]





The number of shares outstanding of the issuers Common Stock as of November 12, 2004 was 24,900,000.



Transitional Small Business Disclosure Format (Check One): Yes [   ]     No [X]





---





PART I  FINANCIAL INFORMATION



Item 1. Financial Statements



Beckstead and Watts, LLP

Certified Public Accountants



3340 Wynn Road, Suite B

Las Vegas, NV 89102

702.257.1984

702.362.0540 fax



INDEPENDENT ACCOUNTANTS' REVIEW REPORT



November
11, 2004





Board
of Directors

RG
Global Lifestyles, Inc.

(formerly
L.L. Knickerbocker, Inc.)

Las
Vegas, NV



We
have reviewed the accompanying balance sheet of RG Global Lifestyles, Inc.
(formerly L.L. Knickerbocker, Inc.) as of September 30, 2004 and the related
statements of operations for the three and nine-months ended September 30, 2004
and 2003, and statements of cash flows for the period September 30, 2004 and
2003. These financial statements are the responsibility of the Company's
management.



We
conducted our reviews in accordance with standards established by the Public
Company Accounting Oversight Board (United States).  A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, which will
be performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.



Based
on our reviews, we are not aware of any material modifications that should be
made to the accompanying financial statements referred to above for them to be
in conformity with generally accepted accounting principles in the United States
of America.



The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has had limited operations and has not commenced planned
principal operations.  This raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these
matters are also described in Note 2.  The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.





/s/
Beckstead and Watts, LLP



Beckstead
and Watts, LLP

Las
Vegas, NV







---





|R.G. Global Lifestyles, Inc.               
|-------------------------------------------
|(formerly L.L. Knickerbocker Company, Inc.)
|Consolidated Balance Sheet                 
|(unaudited)                                
|                                           
|                                           
|                                           
|Assets                                     
|                                           
|Current assets:                            
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|Liabilities and Stockholders Equity       
|                                           
|Current liabilities:                       
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|Stockholders equity:                      
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           



The accompanying notes are an integral part of these financial statements.





---



|R.G. Global Lifestyles, Inc.                       
|---------------------------------------------------
|(formerly L.L. Knickerbocker Company, Inc.)        
|Consolidated Statements of Operations              
|(unaudited)                                        
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|Revenue                                            
|                                                   
|                                                   
|                                                   
|Gross profit                                       
|                                                   
|                                                   
|Expenses:                                          
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|Net income (loss) from operations                  
|                                                   
|Other income (expense)                             
|                                                   
|                                                   
|                                                   
|                                                   
|                                                   
|Net income (loss) before income tax                
|                                                   
|Income tax expense                                 
|                                                   
|                                                   
|                                                   
|                                                   
|Net income (loss)                                  
|                                                   
|                                                   
|Weighted average number of                         
|                                                   
|                                                   
|Net income (loss) per share - basic & fully diluted



The accompanying notes are an integral part of these financial statements.





---



|R.G. Global Lifestyles, Inc.               
|-------------------------------------------
|(formerly L.L. Knickerbocker Company, Inc.)
|Consolidated Statements of Cash Flows      
|(unaudited)                                
|                                           
|                                           
|                                           
|                                           
|Cash flows from operating activities       
|Net income (loss)                          
|                                           
|Depreciation and amortization              
|Stock compensation - related party         
|Stock compensation - consulting services   
|Unrealized loss on sale                    
|Adjustments to reconcile net (loss) to     
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|                                           
|Net cash (used) by operating activities    
|                                           
|Cash flows from investing activities:      
|                                           
|                                           
|Net cash used from investing activities    
|                                           
|Cash flows from financing activities       
|                                           
|                                           
|Net cash provided by financing activities  
|                                           
|Net increase in cash                       
|Cash - beginning                           
|Cash - ending                              



The accompanying notes are an integral part of these financial statements.



---



R.G. Global Lifestyles, Inc.

(Formerly L.L Knickerbocker Company, Inc.)

Notes to consolidated financial statements





Note 1 - Basis of Presentation



The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these consolidated interim financial statements be read in conjunction with the financial statements of the Company for the year ended March 31, 2004 and notes thereto included in the Companys 10-KSB annual report.  The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.



Note 2  Reverse acquisition agreement with Amerikal International Holding, Inc. (AIH)



On July 28, 2004, the Company entered into an agreement with Amerikal International Holding, Inc. (AIH) whereby the Company transferred 1,900,000 of its $0.001 par value common stock in exchange for all the outstanding shares of AIHs $0.001 par value common stock.  The acquisition closed and the shares were exchanged on July 28, 2004.  The acquisition was accounted for using the purchase method of accounting as applicable to reverse acquisitions because the former stockholders of AIH controlled the Companys common stock immediately upon conclusion of the transaction.  Under reverse acquisition accounting, the post-acquisition entity was accounted for as a recapitalization of the Company.  The common stock issued was recorded at the net book value of the Companys assets on the acquisition date.  As a result of the merger, the financial statements for all periods prior to the merger will be those of AIH.



Note 3  Fixed assets



Fixed assets are recorded at cost and depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The estimated lives of property and equipment are as follows:



Office equipment

5 years

Computer software

3 years

Furniture and fixtures

7 years



During the six-months ending September 30, 2004, the Company purchased $6,654 in office equipment and recorded $377 in depreciation expense.



Note 4  Distribution agreements



During the period ending September 30, 2004, the Company entered an agreement to distribute products developed by another company. The purchase price paid for the distribution rights was $300,000 in cash, which represents its fair value. The amount was recorded as an intangible asset and is being amortized over the period of its estimated benefit period of three years. At September 30, 2004, accumulated amortization was $25,000.



---





R.G. Global Lifestyles, Inc.

(Formerly L.L Knickerbocker Company, Inc.)

Notes to consolidated financial statements





Note 5  Deposits



At September 30, 2004, the Company has a deposit with a vendor totaling $34,600 for the production of future television advertising.



Note 6  Stockholders equity



On April 22, 1999 the Company amended its articles of incorporation to increase the total authorized shares and to designate two classes of stock. Pursuant to this amendment, the Company is authorized to issue 10,000,000 shares of $0.001 par value preferred stock and 100,000,000 shares of $0.001 par value common stock.



On July 28, 2004, the Company issued 1,900,000 shares of its $0.001 par value common stock pursuant to the reverse acquisition agreement with Amerikal International Holding, Inc.



On August 31, 2004, the Company issued 720,000 shares of its $0.001 par value common stock to officers and directors of the Company in exchange for services previously rendered with a fair market value of $720,000.



On August 31, 2004, the Company entered into stock compensation agreements with its officers and directors whereby the Company issued 1,680,000 shares of its $0.001 par value common stock to the related parties. The fair market value of services is $1,680,000 to be issued and amortized over a three-year period. As of September 30, 2004, the Company expensed $46,667 as stock compensation to related parties.



On August 31, 2004, the Company entered into consulting agreements in the amount of $600,000. Per the agreement, the Company issued 600,000 shares of its $0.001 par value common stock in exchange for the consulting services to be amortized over a term of three years. As of September 30, 2004, the Company expensed $16,667 of consulting services per the agreements.



There have been no other issuances of common stock.



Note 7  New subsidiaries



During the period ending September 30, 2004 the Company formed one wholly owned subsidiary, Aquair, Inc. for the purpose of diversifying its market. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after elimination of all material intercompany accounts, transactions and profits.





---





Item 2. Managements Discussion and Analysis or Plan of Operation



The following discussion should be read in conjunction with the historical financial statements of R.G. Global Lifestyles, Inc. (the Company) and its predecessor, the L.L. Knickerbocker Company, Inc., and notes thereto, included elsewhere in this Form 10-KSB.



(a)

Plan of Operations.



The Company, through its subsidiary, is in the business of manufacturing, selling and distributing dietary supplements, health and beauty aid products.  The primary markets for the Companys products have previously been in South East Asia and Asia, including Singapore, Indonesia, Malaysia, Thailand, Taiwan, Hong Kong and Japan.  During the next twelve months, the Company plans to continue its operations in these identified markets and to expand its operations and business into the lucrative domestic market.  The Company intends to continue to operate ANC as a wholly-owned subsidiary, and to further expand its markets for the Companys products into the existing Asian markets and, in the future, into the United States.  The Company has previously used contract manufacturers, and has also acquired certain rights to distribute products manufactured by others.  The Company intends to expand its sales by use of an aggressive infomercial marketing plan.



In order to fulfill its plan of operations, the Company will need to raise additional working capital over the next twelve month period.  Additional working capital funds may be obtained through various means, including the future sale of the Companys equity securities in private or public offerings, debt financing, hybrid financing, trade financing, receivables financing, factoring or any combination of credit, equity and/or debt which the Company can obtain on terms deemed favorable to the Company by the Board of Directors.  In the event that the Company is unable to obtain additional working capital funds on favorable terms, the Company may be required to enter into financial arrangements which are unfavorable to the Company and/or its shareholders, and which may result in substantial dilution or increased credit risk to the existing shareholders.



The Company may be required to perform product research and development relating to the production, distribution and marketing of its products, both domestically and abroad, however, the Company has no specific plans to undertake new product research and development at this time.   As a result of its planned growth, the Company anticipates that it will need to purchase additional plant and equipment over the next twelve months, but that such purchases and the amounts are contingent upon the business success of the Company.  Similarly, the Company may need to significantly increase its workforce to respond to growing business needs, but the amounts and timing cannot be ascertained at this time.



(c )  Off-Balance Sheet Arrangements.



The Company does not have any off-balance sheet arrangements, that have or are reasonably likely to have a current or future effect on the Companys financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.







---





Item 3. Controls and Procedures



(a)

Evaluation of Disclosure Controls and Procedures



Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were designed and functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms.  We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



(b)  Change in Internal Control over Financial Reporting



The Company has recently implemented its procedures for internal control over financial reporting during the most recent fiscal quarter and such implementation is expected to materially affect, or is reasonably likely to materially affect, our internal control over financial reporting.  The Company is undertaking to re-establish its fully reporting status with the Commission, and as such, has recently engaged counsel to assist the Company in establishing and implementing its internal control program.



PART II  OTHER INFORMATION



Item 1. Legal Proceedings



On August 15, 2002, the Company filed for Chapter 11  Debtor in Possession reorganization with the US Bankruptcy Court, Central District of California after the Company was subjected to an involuntary petition filed by certain of its creditors.  Pursuant to the Chapter 11 Plan of Reorganization, the Company liquidated its assets in full satisfaction of its creditors claims and was discharged from bankruptcy on September 6, 2002.



Presently, the Company is not a party to any litigation, and is aware of no litigation, either pending or threatened, and has not been the defendant or plaintiff in any litigation, since the discharge from bankruptcy attributable to its predecessor L.L. Knickerbocker Company, Inc.



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



On July 8, 2004, the "Company entered into an Agreement and Plan of Reorganization, among Amerikal International Holding, Inc. ("AIH"), the Company, Horst Geicke, and the shareholders of Amerikal International Holding, Inc. (the "AIH Shareholders").  Pursuant to the Plan of Reorganization, the Company acquired all of the outstanding shares of AIH from the AIH Shareholders in exchange for the issuance by the Company to the AIH Shareholders of an aggregate of 1,900,000 shares of the Companys common stock.  These shares were issued without registration pursuant to available exemptions from registration under both State and Federal securities laws and are subject to certain restrictions and limitations on transferability.





---





As of the effective date of the merger between the Company and Amerikal International Holdings, Inc., on August 17, 2004, there were 21,865,000 shares issued and outstanding, as the result of the 1,900,000 additional shares issued by the Company to AIH shareholders, in connection with the merger transaction.



As of August 31, 2004, there were 24,865,000 shares issued and outstanding, as the result of the issuance by the Company of 3,000,000 shares to related parties and non-related parties.

As of November 8, 2004, there were 24,900,000 shares issued and outstanding as of the result of an additional issuance of 35,000 shares to an unrelated party on August 31, 2004, but the actual share issuance event did not take place until November 8, 2004.





Item 5. Other Information



The Company filed a Report on Form 8-K with the Commission on the following dates: November 20, 2001; January 7, 2004; and August 23, 2004, and a Report on Form 8-K/A on October 27, 2004, which have not previously been disclosed by the Company in a quarterly or annual report.



Item 6. Exhibits



The following financial statements and schedules are filed as part of this report:



Independent Auditors Report dated November
11, 2004

Balance Sheet

Statements of Operations

Statement of Changes in Stockholders Equity

Statements of Cash Flows

Notes to Financial Statements



List of Exhibits



The following exhibits are filed with this report.



















---





SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



R G Global Lifestyles, Inc.



Dated: November 15, 2004



/s/ Louis Knickerbocker

By: Louis L. Knickerbocker,





In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature

Title

Date



/s/ Louis L. Knickerbocker

Louis L. Knickerbocker

Chairman of the Board, CEO

November 15, 2004



/s/ William C. Hitchcock

William C. Hitchcock

Chief Financial Officer

November 15, 2004





















---