Digital Brand Media & Marketing Group, Inc. - FORM 10-K

Attached files

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EX-31.1 - CERTIFICATION - Digital Brand Media & Marketing Group, Inc.	ex31-1.htm
EX-31.2 - CERTIFICATION - Digital Brand Media & Marketing Group, Inc.	ex31-2.htm
EX-32.1 - CERTIFICATION - Digital Brand Media & Marketing Group, Inc.	ex32-1.htm
EX-32.2 - CERTIFICATION - Digital Brand Media & Marketing Group, Inc.	ex32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

FOR FISCAL YEAR ENDED: August 31, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 333-85072

RTG VENTURES, INC.

(Name of small business issuer in its charter)

Florida	59-3666743
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

c/o Paykin, Krieg &Adams, LLP

185 Madison Avenue

New York, NY 10016

(Address of principal executive offices)

(917) 488-6473

(Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Name of exchange on which registered

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $.001 per share

(Title of class)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [x]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [x]

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The aggregate market value of the issuer’s Common Stock (the only class of voting stock), held by non-affiliates was approximately $2,782,000 based on the average closing bid and ask price for the Common Stock on December 3, 2009 of $0.034 per share.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:

Common Stock, par value $.001 per share: 131,718,885

(Class) (Outstanding as of November 30, 2009)

DOCUMENTS INCORPORATED BY REFERENCE

None.

FORM 10-K

For the Fiscal Year Ended August 31, 2009

TABLE OF CONTENTS

		Page

PART 1

Item 1.	Description of Business	4
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	8
Item 2:	Description of Property	8
Item 3.	Legal Proceedings	8
Item 4.	Submission of Matters to Vote of Security Holders	8

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder matters and Issuer Purchases of Equity Securities	8
Item 6.	Selected Financial Data	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 8.	Consolidated Financial Statements and Supplementary Data	14
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	15
Item 9A.	Controls and Procedure	15
Item 9B.	Other Information	16

PART III

Item 10.	Directors and Executive Officers of the Registrant	16
Item 11.	Executive Compensation	18
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	20
Item 13.	Certain Relationships and Related Transactions	21
Item 14.	Principal Accountant Fees and Services	21

PART IV

Item 15.	Exhibits	22

Signatures		23

PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this annual report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of RTG VENTURES, INC. (“we”, “us”, “our” or the “Registrant” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this annual report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

Item 1. Description of Business

General

We were organized under the laws of the State of Florida on September 29, 1998 to engage in the business of importing crawfish farmed and harvested in Indonesia for sale in the United States. We conducted no material operations in that line of business.

Effective May 21, 2003, we entered into an Agreement for the Exchange of Common Stock with MJWC, Inc., a British Virgin Islands corporation formed on July 17, 2000. Pursuant to such Agreement, MJWC, Inc. became our wholly-owned subsidiary and we issued an aggregate of 22,750,000 shares of our common stock to the shareholders of MJWC, Inc. The transaction was treated as a reverse acquisition in which MJWC, Inc. was treated as the acquirer for accounting purposes. MJWC, Inc. holds certain rights obtained from the Sports Ministry of The People's Republic of China (the "PRC"), including the right to arrange, organize and promote the Chinese Poker Championship and Mah-jong Championship in the PRC. We did not, conduct any operations based upon, or otherwise exploit, any of such rights. The rights expired on December 31, 2008.

In May 2003 we entered into an Asset Transfer Agreement with Brain Games Asia, Inc., a British Virgin Islands corporation, pursuant to which we acquired certain intangible assets of Brain Games Asia, Inc. in exchange for 3,725,000 shares of our common stock. The assets acquired consisted primarily of rights obtained from the Sports Ministry of the PRC to arrange, organize and promote the Chinese Chess (Xianqui) Championship. These rights expired on December 31, 2005.

Effective August 27, 2003, we changed our fiscal year end from May 31 to August 31.

On November 18, 2004, we increased our number of authorized shares of common stock from 50,000,000 to 100,000,000.

As of July 2005, we discontinued pursuing the aforementioned lines of business and chose instead to focus on identifying a privately-owned company with revenues, a solid business plan and the need for a public entity to raise capital with which to merge or effect a share exchange. The Company, as described below, was identified in 2006.

On August 12, 2005 we amended our Articles of Incorporation to increase our authorized capital from 100,000,000 shares of common stock to 200,000,000 shares of common stock and 2,000,000 shares of preferred stock.

The Company is in a start up mode with a Business Plan in place. In 2006, the Company identified a business in digital and broadband internet media and online global payment systems in the UK which lent itself to both organic growth and growth by acquisition. From that time, we have been evolving the Business Plan to maximize the opportunities and minimize the risks inherent in a challenging economic environment. All of these efforts were conducted under the contractual requirements of a Share Exchange Agreement. On March 20, 2007, we entered into a Share Exchange Agreement (the "Agreement") with Atlantic Network Holdings Limited, New Media Television (Europe) Limited ("NMTV"), and Certain Outside Stockholders Listed on Exhibit A thereto to acquire all of the outstanding shares of NMTV. Atlantic Network Holdings Limited is a Guernsey company limited by shares and NMTV is a United Kingdom private company limited by shares. NMTV will hold a 75% aggregate ownership share of the resultant company in preferred shares and RTGV will retain 25% of NMTV and all of the outstanding common shares for one year. The transaction is subject to the fulfillment of certain conditions, including the filing by the Company of all reports required to be filed by it under the Exchange Act and the satisfactory completion of the audit of NMTV's financial statements for each of its past three fiscal years. No assurance can be given that the transaction will be completed, however, the Company intends to continue the implementation of the Business Plan without the share exchange.

In August, 2009, RTGV signed a Letter of Intent with International Financial Systems Ltd. (IFS) a private company, to include iPayu, another dimension in the payment systems division of our Business Plan as described on our website. www.rtgventures.com. The LOI provides an exclusive option to purchase the intellectual property rights for iPayu and the right to operate its business.

Sales and Marketing

We currently do not engage in any sales or marketing efforts.

Research and Development

Since our inception, we have not engaged in any research and development activities.

Employees

We currently have one full-time employee.

Item 1A. Risk Factors In addition to other information in this Annual Report on Form 10-K, the following important factors should be carefully considered in evaluating the Company and its business because such factors currently have a significant impact on the Company's business, prospects, financial condition and results of operations.

Risks Associated with Our Business and the Share Exchange Agreement (“Agreement”) with Atlantic Network Holdings Limited (“ANHL”), New Media Television (Europe) Limited (“NMTV”) et al.

There is uncertainty as to our ability to continue as a going concern.

Our financial statements for the fiscal year ended August 31, 2009, which are included in Item 8 of this annual report on Form 10-K, as well as the accompanying report of our independent registered public accounting firm on our financial statements, call into question our ability to operate as a going concern. This conclusion is based on our net losses and cash used in operations. Those factors, as well as uncertainty in securing financing for continued operations, create an uncertainty regarding our ability to continue as a going concern. Although we expect that we will be able to meet our expenses going forward based on loans and/or equity investments from shareholders or other investors, our ability to continue as a going concern will be dependent on our ability to obtain such financing on acceptable terms, for which there is no existing commitment and for which there can be no assurance.

Our business will have no revenues unless and until we close the Agreement to acquire NMTV.

Since July 17, 2000 (inception), and as of August 31, 2009, we had incurred a net loss of $6,126,356. Because we do not anticipate having any revenues until such time as we consummate the Agreement, we are likely to incur a net operating loss that will increase continuously until we are able to close the transaction. There can be no assurance, however, that we will be able to close the Agreement or, alternatively, to identify a suitable enterprise in this regard and consummate a business combination, either eventually or at all.

It should not be assumed that the Share Exchange Agreement will be consummated.

Among other conditions, consummation of the “Agreement” is subject to the preparation and filing, and the causing to be declared effective by the SEC, covering the issuance by us of the Preferred Shares to shareholders (“Exchanging Shareholders”) mentioned in the Agreement,. Further, in accordance with its terms, the Agreement may only be terminated by Exchanging Shareholders if we breach any representation, warranty, covenant or agreement on our part contained in the Agreement. There can be no assurance that all of the conditions to closing will be satisfied or that events will occur that will give rise to a justified termination of the Merger Agreement on the part of NMTV prior to closing. In the event that some or all of the conditions to closing are not satisfied, or that events occur that give rise to a justified termination of the Agreement on the part of the Company prior to closing, the Agreement may not be consummated.

If the Agreement is consummated, we will require substantial additional funding, and our failure to raise additional capital necessary to support and expand our operations could reduce our ability to compete and could harm our business.

If the agreement is consummated, one of the Conditions of Closing is working capital of a minimum of $685,000 which will be utilized to cover the infrastructure costs of a public company regulatory and investor awareness programs during the first year following the Share Exchange with ANHL. Thereafter, we will likely need to raise substantial additional capital in fiscal years 2010 and beyond through equity and debt financing for continued technology research, development and commercialization, for any specific projects that we determine to develop, to support possible additional expansion of our existing operations, and for our general and administrative expenses from operations. We may also need to raise funds in order to respond to competitive pressures or acquire complementary energy related products, services, businesses and/or technologies. We cannot assure you that any such financing will be available to us in the future on acceptable terms or at all. If the Agreement is consummated, and if we cannot raise required funds on acceptable terms, we may not be able to, among

	·	Pursue new development projects
	·	Maintain our general and administrative expenses at required levels, including the hiring and training of personnel;

	·	Develop and expand our operations and business infrastructure; or
	·	Respond to competitive pressures or unanticipated capital requirements.

However, the funding for the intended venture has been private, and we would expect that to be the first approach followed in the short and medium term going forward.

If the Agreement is consummated, our business model and strategies may have to change from time to time in the pursuit of profitability.

If the Agreement is consummated, certain division of the Company will remain in a start-up mode. Despite the fact that our proposed business strategies in such event will incorporate our senior management’s then-current best analysis of potential markets, opportunities and difficulties that face us, no assurance can be given that the underlying assumptions upon which they base their decisions will accurately reflect current trends in our industry or our prospective customers’ reaction to our products and services or that such products or services will be embraced, or even accepted, by the market. Our business model and strategies may and likely will change substantially from time to time as our senior management reassesses its opportunities from time to time and reallocates its resources, and any such model and/or strategies may be changed or abandoned at any point in the process. If the Agreement is consummated and we are unable to develop or implement any such model or strategies through our projects and our technology, we may never achieve profitability. And even if we do achieve profitability, we can predict neither its sustainability nor its level.

Our stockholders will have a minority voting interest in the Company following the conditions of closing being met.

Upon closing the Agreement our stockholders would own than 25% of the voting shares of the Company. The aggregate stockholders of the acquired company would therefore be able to control the election of our board of directors and effectively control our Company. Since NMTV Inc. will consist of several companies each with shareholder voting rights. No one group will have control.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Description of Property

We currently do not own or lease any real property. Our executive offices are located c/o Paykin, Krieg & Adams, LLP, 185 Madison Avenue, New York, NY 10016. We do not pay rent for our executive offices. We believe that our current offices are sufficient for our immediate and near-term needs.

Item 3. Legal Proceedings

None

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the fiscal year ended August 31, 2009.

PART II

Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock was listed for quotation on the OTC Electronic Bulletin Board under the symbol "RTGV" from February 4, 2003 until January 2006. In January 2006, our common stock was de-listed from the OTC Electronic Bulletin Board. On October 6, 2007 our common stock was reinstituted for quotation on the OTC Electronic Bulletin Board. Our common stock is currently listed for quotation over-the-counter on PinkSheets.com and the OTC Electronic Bulletin Board under the symbol "RTGV."

Per Share Market Price Data

The following table sets forth, for the fiscal quarters indicated, the high and low closing bid prices per share for our common stock, as reported by on PinkSheets.com. Such quotations reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions.

Year Ended August 31, 2008:	High Bid	Low Bid
First Quarter	$0.055	$0.013
Second Quarter	$0.060	$0.018
Third Quarter	$0.058	$0.020
Fourth Quarter	$0.040	$0.016

Year Ended August 31, 2009:	High Bid	Low Bid
First Quarter	$0.039	$0.010
Second Quarter	$0.018	$0.010
Third Quarter	$0.055	$0.010
Fourth Quarter	$0.070	$0.023

The last reported sale price of our common stock on the OTC Electronic Bulletin Board on December 3, 2009 was $0.034 per share. As of December 3, 2009, there were approximately 100 holders of record of our common stock.

Dividends

We have never declared any cash dividends with respect to our common stock. Future payment of dividends is within the discretion of our board of directors and will depend on our earnings, capital requirements, financial condition and other relevant factors. Although there are no material restrictions limiting, or that are likely to limit our ability to pay dividends on our common stock, we presently intend to retain future earnings, if any, for use in our business and have no present intention to pay cash dividends on our common stock.

Equity Compensation Plan Information

We did not issue any securities pursuant to equity compensation plans during the year ended August 31, 2009.

Recent Sales of Unregistered Securities

In November 2008, we issued an aggregate of 5,000,000 shares of common stock to our directors and executive officers upon the exercise of options previously granted to such individuals (September 2007 and September 2008). The Company received a total of $127,500 as consideration for such exercise. We relied upon the exemption form registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Act"), for such issuance.

In April, 2009 1,200,000 shares of common stock were provided to a consultant in advance of the provision of consideration, as a show of good faith, under a contract for those anticipated services. In June, 2009, the contract was extended and an additional 1,200,000 shares of common stock provided under the same provisions. The Company has sent a Demand Letter to the consultant for the return of all shares issued because of non-performance on the part of said consultant. The contract is governed by Arbitration, and if the shares are not returned voluntarily, the Company will file for an arbitration action. As of November, 2009, the shares remain restricted.

In September 2009, we issued an aggregate of 2,500,000 shares of common stock to our directors and executive officers upon the exercise of options granted to such individuals (September 2009). The Company received a total of $125,000 as consideration for such exercise. We relied upon the exemption form registration provided by Section 4(2) of the Securities Act of 1933, as amended (the "Act"), for such issuance.

In September, 2009, 1,000,000 shares of common stock to a non-affiliate for services rendered for investor relations awareness in recognition of the protracted close of the Share Exchange and to ensure continuation of services.

In October, 2009, 2,000,000 shares of common stock to a non-affiliate for services rendered to provide the design, development, execution and maintenance of the Company's website, www.rtgventures.com. The Company owns the domain name and the site as a result of this transaction.

Item 6. Selected Financial Data

As a “smaller reporting company”, as defined by Rule 10(f)(1) of Regulation S-K, the Company is not required to provide this information.

Item 7. Management’s Discussion and Analysis of Financial Condition and Plan of Operation

The following Plan of Operation should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this Report.

We have financed our activities to date from sales of debentures and loans from shareholders, officers and third parties. As at August 31, 2009 we had an accumulated deficit of $6,144,356. The report of our independent registered public accounting firm, Sherb & Co., LLP, on our audited financial statements contains a qualification regarding our ability to continue as a going concern.

Off-Balance Sheet Arrangements

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Recently Issued Accounting Pronouncements

On January 1, 2009, the Company adopted ASC 260-10-45-61A, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (“ASC 260-10-45-61A”). This standard clarified that all outstanding unvested share-based payment awards that contain rights to non-forfeitable dividends participate in undistributed earnings with common shareholders. Awards of this nature are considered participating securities and the two-class method of computing basic and diluted earnings per share must be applied. The adoption of ASC 260-10-45-61A did not have any impact on the Company’s financial condition or results of operations.

On January 1, 2009, the Company adopted the updated provisions of ASC 810, which established requirements for ownership interests in subsidiaries held by parties other than the Company, noncontrolling interest (previously referred to as “minority interest”) to be clearly identified, presented, and disclosed in the consolidated statement of financial position within equity but separate from the parent’s equity. All changes in the parent’s ownership interests are required to be accounted for consistently as equity transactions, and any noncontrolling equity investments in unconsolidated subsidiaries must be measured initially at fair value. The adoption of the updated provisions of ASC 810 did not have a material effect on the Company’s financial condition, results of operations or cash flows.

In April 2009, the FASB issued guidance in the Fair Value Measurements and Disclosures Topic of the Codification on determining fair value when the volume and level of activity for an asset or liability have significantly decreased and identifying transactions that are not orderly. The guidance emphasizes that even if there has been a significant decrease in the volume and level of activity, the objective of a fair value measurement remains the same. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants. The guidance provides a number of factors to consider when evaluating whether there has been a significant decrease in the volume and level of activity for an asset or liability in relation to normal market activity. In addition, when transactions or quoted prices are not considered orderly, adjustments to those prices based on the weight of available information may be needed to determine the appropriate fair value. The guidance is effective for interim or annual reporting periods ending after June 15, 2009, and shall be applied prospectively. There is no impact of the adoption on our financial statements.

In April 2009, FASB issued guidance in the Financial Instruments Topic of the Codification on interim disclosures about fair value of financial instruments. The guidance requires disclosures about the fair value of financial instruments for both interim reporting periods, as well as annual reporting periods. The guidance is effective for all interim and annual reporting periods ending after June 15, 2009 and shall be applied prospectively. The adoption of this guidance had no impact on our financial statements as of August 31, 2009, other than the additional disclosure.

In June 2009, the FASB issued SFAS 165, “Subsequent Events,” which was later superseded by the FASB Codification and included in topic 855. This update to the Codification established general standards of accounting for disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth the period after the balance sheet date during which management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This update to the Codification did not have a significant impact on the Company’s financial statements.

In July 2009, the FASB issued ASC topic 105 (formerly Statement of Financial Standard (SFAS) 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”). ASC 105 establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by entities in the preparation of financial statements in conformity with GAAP. This pronouncement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.

Significant Accounting Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, but are not limited to, the amount of unbilled vendors payable for services performed during the reporting period. Actual results may differ from these estimates and assumptions.

Critical Accounting Policies

The Company accounts for income taxes utilizing the liability method of accounting. Under the liability method, deferred taxes are determined based on differences between financial statement and tax bases of assets and liabilities at enacted tax rates in effect in years in which differences are expected to reverse. Valuation allowances are established, when necessary, to reduce deferred tax assets to amounts that are expected to be realized.

For federal income tax purposes, substantially all expenses must be deferred until the Company commences business and then they may be written off over a 60-month period. These expenses will not be deducted for tax purposes and will represent a deferred tax asset. The Company will provide a valuation allowance in the full amount of the deferred tax asset since there is no assurance of future taxable income. Tax deductible losses can be carried forward under current applicable law for 20 years until utilized.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company”, as defined by Rule 10(f)(1) of Regulation S-K, the Company is not required to provide this information.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets	F-2

Consolidated Statements of Operations	F-3

Consolidated Statement of Stockholders' Deficit	F-4

Consolidated Statements of Cash Flows	F-5

Notes to Consolidated Financial Statements	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

RTG Ventures, Inc

We have audited the accompanying consolidated balance sheet of RTG Ventures, Inc (a development stage company), as of August 31, 2009 and 2008 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the years ended August 31, 2009 and 2008 and for the period July 17, 2000 (inception) to August 31, 2009. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of RTG Ventures, Inc. (a development stage company) as of August 31, 2009 and 2008, and the results of their operations and their cash flows for the years ended August 31, 2009 and 2008, and the period from July 17, 2000 (inception) to August 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that RTG Ventures, Inc. (a development stage company), will continue as going concern. As discussed in Note 3 to the consolidated financial statements, the Company has incurred an accumulated deficit for the period from July 17, 2000 (inception) through August 31, 2009 of approximately $6,126,000. The Company incurred a net loss for the year ended August 31, 2009 of approximately $514,000 and has negative working capital at August 31, 2009 of approximately $1,069,000. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sherb & Co., LLP

Sherb & Co., LLP.

Certified Public Accountants

New York, New York

December 3, 2009

F-1

RTG VENTURES, INC. AND SUBSIDIARY
( A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	August 31,
	2009			2008
ASSETS
CURRENT ASSETS:
Cash	$	-		$	70

TOTAL	$	-		$	70

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	933,587		$	773,447
Notes payable		135,000			25,000

TOTAL CURRENT LIABILITIES		1,068,587			798,447

STOCKHOLDERS' DEFICIT
Preferred stock, par value .001;
authorized 2,000,000 shares, issued - none		-			-
Common stock, par value .001; authorized 200,000,000
shares; issued and outstanding 126,218,885 shares		126,219			118,819
Additional paid in capital		4,931,550			4,694,250
Deficit accumulated during development stage		(6,126,356	)		(5,611,446	)

TOTAL STOCKHOLDERS' DEFICIT		(1,068,587	)		(798,337	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	70

See accompanying notes to consolidated financial statements

F-2

RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

							Cumulative
							From July 17, 2000
	Year ended August 31,						(Inception)
	2009			2008			To August 31, 2009

REVENUES	$	-		$	-		$	-

COSTS AND EXPENSES:
General and administrative		495,410			417,359			4,721,960
Impairment of intangibles		-			-			26,475
Interest expense		19,500			7,500			924,000
Merger and acquisition costs		-			-			634,751

LOSS BEFORE OTHER INCOME		(514,910	)		(424,859	)		(6,307,186	)

OTHER INCOME – FORGIVENESS OF DEBT		-			34,786			180,830

NET LOSS	$	(514,910	)	$	(390,073	)	$	(6,126,356	)

NET LOSS PER SHARE:
Basic and Diluted	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES:
Basic and Diluted		124,212,858			118,818,885

See accompanying notes to consolidated financial statements

F-3

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

	Common Stock						Additional Paid in			Deficit Accumulated During Development			Total Stockholders'
	Shares			Amount			Capital			Stage			Deficit

Balance, July 17, 2000 (inception) to May 31, 2002		5,208,000		$	5,208		$	-		$	-		$	5,208

Issuance of common stock for services		500,000			500			-			-			500
Reverse acquisition of RTG		22,750,000			22,750			84,656			-			107,406
Shares issued for certain intangible rights		3,725,000			3,725			-			-			3,725
Value of stock options / warrants issued		-			-			4,500			-			4,500
Exchange of MJWC pre-merger shares for shares in the company		(500,000	)		(500	)		-			-			(500	)
Net loss		-			-			-			(786,573	)		(786,573	)
Balance, May 31, 2003		31,683,000			31,683			89,156			(786,573	)		(665,734	)

Issuance of common stock for services		450,000			450			4,050			-			4,500
Net loss		-			-			-			(227,500	)		(227,500	)
Balance, August 31, 2003		32,133,000			32,133			93,206			(1,014,073	)		(888,734	)

Issuance of common stock for services		500,000			500			239,500			-			240,000
Shares issued for exercise of options and warrants		3,500,000			3,500			611,500			-			615,000
Value of stock options issued		-			-			1,078,000			-			1,078,000
Shares issued for payment of accounts payable and services		2,100,000			2,100			634,900			-			637,000
Net loss		-			-			-			(2,435,303	)		(2,435,303	)
Balance, August 31, 2004		38,233,000			38,233			2,657,106			(3,449,376	)		(754,037	)

Capital contribution								13,500						13,500
Shares issued for payment of accounts payable and services		65,935,885			65,936			1,037,781			-			1,103,717
Shares cancelled		(300,000	)		(300	)		(89,700	)		-			(90,000	)
Shares issued for exercise of options and warrant		2,450,000			2,450			58,000			-			60,450
Interest expense		-			-			100,000			-			100,000
Net loss		-			-			-			(618,697	)		(618,697	)
Balance, August 31, 2005		106,318,885			106,319			3,776,687			(4,068,073	)		(185,067	)

Capital contribution		-			-			8,000			-			8,000
Value of stock options granted								6,123			-			6,123
Net loss		-			-			-			(133,836	)		(133,836	)
Balance, August 31, 2006		106,318,885			106,319			3,790,810			(4,201,909	)		(304,780	)

Shares issued for payment of interest expense		-			-			650,000			-			650,000
Shares issued for exercise of options		2,500,000			2,500			-			-			2,500
Shares issued for conversion of debentures		10,000,000			10,000			90,000			-			100,000
Net loss											(1,019,464	)		(1,019,464	)
Balance, August 31, 2007		118,818,885			118,819			4,530,810			(5,221,373	)		(571,744	)

Share based compensation		-			-			33,500			-			33,500
Extinguishment of debt		-			-			129,940			-			129,940
Net loss		-			-			-			(390,073	)		(390,073	)
Balance, August 31, 2008		118,818,885			118,819			4,694,250			(5,611,446	)		(798,377	)

Share based compensation		-			-			50,000			-			50,000
Share issued for exercise of options		5,000,000			5,000			122,500			-			127,500
Shares issued for payment of accounts payable and services		2,400,000			2,400			64,800			-			67,200
Net loss		-			-			-			(514,910	)		(514,910	)
Balance, August 31, 2009		126,218,885		$	126,219		$	4,931,550		$	(6,126,356	)	$	(1,068,587	)

See accompanying notes to consolidated financial statements

F-4

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS

							Cumulative From
	Year ended August 31,						July 17, 2000 (Inception)
	2009			2008			To August 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(514,910	)	$	(390,073	)	$	(6,126,356	)

Adjustments to reconcile net loss to
net cash used in operating activities:
Stock based compensation		177,500			33,500			2,419,623
Impairment of intangibles		-			-			26,475
Shares issued in payment of interest expense		-			-			750,000
Other income		-			-			(146,044	)
Changes in assets and liabilities:								-
Notes receivable		-			-			88,178
Refundable income taxes		-			-			2,257
Accounts payable and accrued expenses		227,340			331,801			2,599,427
Total adjustments		404,840			364,801			5,739,916

NET CASH USED IN OPERATING ACTIVITIES		(110,070	)		(25,272	)		(386,440	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan/note payable		135,000			25,000			389,940
Principal payment on loan/note payable		(25,000	)		-			(25,000	)
Capital contribution		-			-			21,500

NET CASH PROVIDED BY FINANCING ACTIVITIES		110,000			25,000			386,440

INCREASE (DECREASE) IN CASH		(70	)		(272	)		-

CASH - BEGINNING OF PERIOD		70			342			-

CASH - END OF PERIOD	$	-		$	70		$	-

CASH PAID FOR :
Interest	$	27,000		$	-		$	27,000
Taxes	$	-		$	-		$	-

Supplemental Cash Flow Information:
Non-Cash Investing and Financing Activities
Adjustment to additional paid in capital to record extinguishment of note payable	$	-		$	-		$	129,940
Common stock issued for payment of accounts payable and loans payable	$	67,200		$	-		$	1,592,417
Proceeds from exercise of option and warrants offset in payment of accounts payable	$	127,500		$	-		$	805,450
Acquisition of intangibles for common stock	$	-		$	-		$	26,475

See accompanying notes to consolidated financial statements

F-5

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS

RTG Ventures, Inc. ("RTG" or the "Company") was incorporated in the state of Florida in September 1998 and was inactive until May 2003 when it acquired 100% of the outstanding common stock of MJWC, Inc. ("MJWC"), a British Virgin Island corporation, which is in the development stage.

MJWC was formed on July 17, 2000 and holds the contractual rights to promote and organize the Chinese Poker Championship, the Mah Jong Championship, and Chinese Chess Championship. On May 21, 2003 MJWC was acquired by RTG for 22,750,000 shares of RTG stock (the "Exchange"). The Exchange was completed pursuant to the Agreement and Plan of Reorganization between MJWC and RTG. The Exchange has been accounted for as a reverse acquisition under the purchase method for business combinations. Accordingly, the combination of the two companies was recorded as a recapitalization of MJWC, pursuant to which MJWC is treated as the continuing entity.

Effective August 27, 2003 the Company changed their fiscal year end from May 31 to August 31.

On May 22, 2003, the Company increased the number of authorized shares of common stock from 20,000,000 to 50,000,000.

On November 18, 2004, the Company increased the number of authorized shares of common stock from 50,000,000 to 100,000,000.

On August 12, 2005, the Company increased the number of authorized shares of no par value common stock from 100,000,000 to 200,000,000 and authorized capital of 2,000,000 no par value preferred shares. The Company amended both common and preferred stocks to reflect a par value of $.001 per share.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary MJWC, Inc. All significant inter-company transactions are eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes

F-6

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Computation of Net Loss Per Share

The Company utilizes the guidance per FASB Codification “ASC 260 "Earnings Per Share". Basic earnings per share is calculated on the weighted effect of all common shares issued and outstanding, and is calculated by dividing net income available to common stockholders by the weighted average shares outstanding during the period. Diluted net income per share is computed by dividing net income for the period by the weighted-average number of common share equivalents during the period. Common stock equivalents arise from the issuance of stock options and warrants. Dilutive earnings per share is not shown as the effect is anti-dilutive. There were no common stock equivalents at August 31, 2009 for fiscal year ended August 31, 2009 and 2,500,000 stock options were outstanding.

Fair Value of Financial Instruments

The Company's financial instruments consist of accounts payable, accrued expenses and loans payable. The Company considers the carrying amounts of these financial instruments to approximate fair value due to the short-term nature of these liabilities.

Stock Based Compensation

In December 2004, the Financial Accounting Standards Board, or FASB, issued FASB ASC 718-10-55 - Compensation-Stock Compensation. Under ASC 718-10-55, companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005 the Securities and Exchange Commission, or the SEC, issued FASB ASC 825-10-50-10 - Financial Instruments - Overall - Disclosures. ASC 825-10-50-10 expresses views of the staff regarding the interaction between ASC 718-10-55 and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. ASC 718-10-55 permits public companies to adopt its requirements using one of two methods. Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under ASC 718-10-55. Effective with its fiscal 2006, the Company has adopted the provisions of ASC 718-10-55 and related interpretations as provided by SAB 107 prospectively.

Recently Issued Accounting Pronouncements

F-7

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-8

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - GOING CONCERN

The Company's consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realizations of assets and liquidation of liabilities in the normal course of business. The Company has incurred an accumulated deficit for the period from July 17, 2000 (inception) through August 31, 2009 of $6,126,356 and had negative working capital at August 31, 2008 of $1,068,587. The Company incurred a net loss for the year ended August 31, 2009 of $514,910. These factors, among others, raise substantial doubt about its ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) completing a merger with an existing operating company.

NOTE 4 - NOTES PAYABLE

In July 2008, the Company issued a note for $25,000. The note was due on September 30, 2008 and has been paid in full as of year ended August 31, 2009.

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

At August 31, 2009 and 2008 accounts payable and accrued expenses consisted of the following:

	2009		2008
Trade payables	$	39,755	$	41,704
Professional fees		88,585		68,978
Officers compensation		805,247		662,765
Total	$	933,587	$	773,447

NOTE 6 - LOANS PAYABLE

At August 31, 2007 certain merger participants advanced $129,940 to the Company in anticipation of the completion of the pending transaction. The capital infusion was intended to facilitate the merger and was stated as non-refundable in the Amendment to the Share Exchange Agreement filed on December 21, 2007. This has been accounted for as an adjustment to additional paid in capital by the Company. No shares of the Company's common stock were exchanged as consideration for this transaction.

During the fiscal year ended August 31 2009, certain shareholders advanced $135,000 to the Company in anticipation of the completion of the pending transaction. The capital infusion was intended to facilitate the merger. The advances bear no interest.

F-9

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - COMMON STOCK

In November 2008, Linda Perry an officer of the Company, exercised 3,000,000 stock options at an average exercise price of $.0255 per share or $76,500 in the aggregate and Lancer Corporation a related party exercised 2,000,000 stock options at an average exercise price of $.0255 or $51,000 in the aggregate. These amounts were offset against unpaid officer compensation. During the fiscal year ended August 31, 2009 there were no other exercises of stock options by the named executives.

NOTE 8 - STOCK OPTIONS

On September 1, 2008 the Company granted 2,500,000 stock options with a fair value of $50,000. The Black - Scholes option valuation model was used to estimate the fair value of the options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options that have no vesting restrictions and that are fully transferable. For example, the expected volatility is estimated based on the most recent historical period equal to the weighted average life of the options granted. Options issued under the Company's option plans have characteristics that differ from traded options. This valuation model does not necessarily provide a reliable single measure of the fair value of its employee stock options. Principal assumptions used in applying the Black-Scholes model for options granted along with the result from the model were as follows:

	September 1, 2009	September 1, 2008
Exercise price	$ 0.034	$ 0.017
Market price	$ 0.034	$ 0.017
Risk-free interest rate	3.75%	4.00%
Expected life in years	1 year	1 year
Expected volatility	120%	120%

Zero and 2,500,000 options to management and directors were outstanding as of August 31, 2009 and 2008 respectively, which were exercised in November 2008.

NOTE 9 - INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting Standard No.109, "Accounting for Income Taxes" ("SFAS109"). This standard requires recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry-forwards. SFAS 109 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.

F-10

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended August 31, 2009 and 2008, the benefit for income taxes differed from the amounts computed by applying the statutory federal income tax rate of 34 percent to loss before provision for income taxes. The reconciliation is as follows:

	Year Ended August 31,
	2009			2008
Benefit computed at statutory rate	$	(181,000	)	$	(133,000	)
State tax (benefit), net of federal affect		(21,000	)		(16,000	)
Permanent difference		-			13,000
Increase in valuation allowance		202,000			136,000

Net income tax benefit	$	-		$	-

The Company has net operating loss carry-forwards for income tax totaling purposes approximately $1,515,000 at August 31, 2009 which expire variously through 2029. A significant portion of these carry-forwards is subject to annual limitations due to "equity structure shifts" or "owner shifts" involving "five percent shareholders" (as defined in the Internal Revenue Code) which results in a more than fifty percent change in ownership.

Tax benefit of net operating loss carry-forward	$	576,000
Accrued officer compensation		306,000
Compensation paid with options		67,000
Valuation allowance		(949,000	)

Net deferred tax asset	$	-

NOTE 10 - LITIGATION

The Company is not currently involved in any litigation.

NOTE 11 - EMPLOYMENT AND CONSULTING AGREEMENTS

In April 2006, the Company entered into three year employment and consulting agreements with two officers for annual remuneration of $185,000 and $120,000, the contracts are rolling, renewable annual contracts thereafter. Options to purchase 2,500,000 common shares will be granted each September that the agreement is in effect, beginning in September, 2007. Such option will be granted at market prices and expire after five years from the date of the grant.

On April 29, 2008, the Company entered into a consulting agreement to provide investor relation services.

NOTE 12 - SHARE EXCHANGE AGREEMENT

In March 2007 the Company signed a Definitive Agreement with Atlantic Network Holdings, Ltd New Media TV Limited, both non U.S entities, and certain unaffiliated share holders, whereby all of the above entities shares would be exchanged for 1,273,059 preferred shares of the Company with voting rights of 1 preferred share equal to 100 common shares. The transaction remained pending as of November, 2009.

NOTE 13 – SUBSEQUENT EVENTS

We have evaluated subsequent events through December 3, 2009, the date the financial statements were available to be issued.

F-11

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There are not currently and have not been any disagreements between us and our accountants on any matter of accounting principles, practices or financial statement disclosure.

ITEM 9A(T). CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of August 31, 2009, our management, consisting of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of August 31, 2009, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such material information is accumulated and communicated to our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the period covered by this report, there have not been any significant changes in our internal controls or, to our knowledge, in other factors that could significantly affect our internal controls.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Our internal control system was designed to provide reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management assessed the effectiveness of our internal control over financial reporting as of August 31, 2009. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria). Based on our assessment we believe that, as of August 31, 2009, our internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

ITEM 9B. OTHER INFORMATION.

There are no items requiring disclosure hereunder.

PART III MANAGEMENT

Item 10. Directors, Executive Officers and Corporate Governance

Executive Officers and Directors

The following table sets forth certain information, as of August 31, 2009, with respect to our directors and executive officers.

Directors serve until the next annual meeting of the stockholders; until their successors are elected or appointed and qualified, or until their prior resignation or removal. Officers serve for such terms as determined by our board of directors. Each officer holds office until such officer's successor is elected or appointed and qualified or until such officer's earlier resignation or removal. No family relationships exist between any of our present directors and officers.

Name	Age	Position
Linda Perry	49	Chief Executive Officer, President and Director

Barrington Fludgate	63	Chief Financial Officer, Secretary and Director

The following is a brief account of the business experience of each of our Directors and executive officers:

Linda Perry. Ms. Perry has served as our President, Chief Executive Officer and a Director since September 1, 2003 (excepting the period from April 19, 2005 to April 24, 2006). She has had an extensive career in global and entrepreneurial businesses. Prior to that time, from 2001-2002, she was the senior advisor to the Board of Directors of The Balli Group, where her role was to integrate the acquisition of Klockner & Co. The acquisition resulted in the creation of the world's largest steel, multi-metal, distribution and trading company. Between 1999-2001, she was appointed a director and a member of the Executive Committee of Churchill Insurance Group, Plc., a division of the Credit Suisse Group. Ms. Perry was President of GWR Enterprises, Inc., from 1997-1999, focused on new business opportunities through private equity and special situation investments. She was a senior executive at ExxonMobil Corporation from 1983-1996, holding general management positions with global responsibility in finance, marketing and organization (described as corporate governance, management succession and executive compensation.) The latter role was under the aegis of the Board of Directors, entitled Compensation, Organization and Executive Development Committee/COED, of which she was a member. Ms. Perry holds an MBA from Harvard University. She has been a visiting lecturer/professor at IMD, Lausanne, Switzerland, INSEAD, Fontainebleau, France and the Stern School of Business at New York University throughout her career.

Barrington J. Fludgate. Mr. Fludgate has served as RTGV’s Chief Financial Officer since September 1, 2003 and as a Director since June 7, 2003 (excepting the period from April 19, 2005 to April 24, 2006). From June 7, 2003 until August 31, 2003 he served as our President and Chief Executive Officer. Since May 2003, Mr. Fludgate has also served as the Chief Executive Officer of Lancer Corporation; a company that specializes in assisting non-US companies to enter the US public market. Prior to 1994, Mr. Fludgate held the positions of Chairman, CEO and CFO for Management Technologies Inc., a NASDAQ listed company which he founded. Mr. Fludgate has lectured on International Banking to European, US, Asia and Eastern European banks. Mr. Fludgate has considerable software experience, being the designer of one of the world’s largest installed international banking and payment systems. He holds a Masters degree in Business Administration from the City of London Business School. He is a Freeman of the City of London.

Board Committees

We currently do not have any standing committees on our Board of Directors; our full Board of Directors currently acts in such capacities.

Audit Committee

We intend to establish an Audit Committee of the Board of Directors, which will consist of independent directors. The Audit Committee's duties would be to recommend to our Board of Directors the engagement of independent auditors to audit our financial statements and to review our accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The Audit Committee would at all times be composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Compensation Committee

We intend to establish a Compensation Committee of the Board of Directors. The compensation committee would review and approve our salary and benefits policies, including compensation of executive officers. The Compensation Committee would also administer our stock option plans and recommend and approve grants of stock options under such plans.

Compensation of Directors

None of our directors received any remuneration for acting as such. Directors are, however, reimbursed for their expenses, if any, for attendance at meetings of the Board of Directors. Our Board of Directors may designate from among its members an Executive Committee and one or more other committees. No such committees have been appointed to date.

Compliance with Section 16(A) of the Exchange Act

Our common stock was not registered pursuant to Section 12 of the Exchange Act during the fiscal year ended August 31, 2009. Accordingly, our officers, directors and principal shareholders were not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act during such year.

Code of Ethics

On December 1, 2004 we adopted a Code of Ethics that applies to our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Controller and to persons performing similar functions. A copy of our Code of Ethics was previously filed as an Exhibit to our annual report on Form 10-KSB for the year ended August 31, 2004. A copy of our Code of Ethics will be provided to any person requesting same without charge. To request a copy of our Code of Ethics please make written request to RTG Ventures, Inc., to the attention of our Chief Executive Officer.

Item 11. Executive Compensation

SUMMARY COMPENSATION TABLE

None of our executive officers or employees received compensation in excess of $100,000 during the year ended August 31, 2009, or 2008, except as follows:

Name and	Fiscal year							All
principal	Ended			Other	Options/	Restricted	LTIP	other
position	August 31,	Salary	Bonus	Compensation	SARs	stock awards	Payouts	Compensation

Linda Perry	2009	$185,000 (1)	0	0	1,500,000 (5)	0	0	0
President/CEO	2008	$185,000 (3)	0	0	1,500,000 (7)	0	0	0

Lancer Corp.	2009	0	0	$120,000 (2)	1,000,000 (6)	0	0	0
Barrington	2008	0	0	$120,000 (4)	1,000,000 (8)	0	0	0
Fludgate
Secretary/CFO

(1) For the fiscal year ending August 31, 2009, Ms. Perry earned $185,000, of which $27,500 has been paid. Of the $27,500 paid to Ms. Perry, $17,500 was used in the subsequent quarter for payment of business expenses. An offset to this compensation expense in the amount of $76,500 has been charged to share based compensation related to the grant and exercise of stock options by Ms. Perry during the period.

(2) For the fiscal year ending August 31, 2009, Lancer Corporation earned $120,000, of which $0 has been paid. An offset in the amount of $51,000 has been charged to share based compensation related to the grant and exercise of stock options by Mr. Fludgate. Mr. Fludgate is the sole shareholder, officer and director of Lancer Corporation.

(3) For the fiscal year ending August 31, 2008, Ms. Perry earned $185,000, of which $7,500 has been paid.

(4) For the fiscal year ending August 31, 2008, Lancer Corporation earned $120,000, of which $7,500 has been paid. Mr. Fludgate is the sole shareholder, officer and director of Lancer Corporation.

(5) For the fiscal year ended August 31, 2009, Ms. Perry received 1,500,000 stock options, each to purchase one share of our common stock at an exercise price of $.034 per share.

(6) For the fiscal year ended August 31, 2009, Lancer Corporation received 1,000,000 stock options, each to purchase one share of our common stock at an exercise price of $.034 per share. Mr. Fludgate is the sole shareholder, officer and director of Lancer Corporation.

(7) For the fiscal year ended August 31, 2008, Ms. Perry received 1,500,000 stock options, each to purchase one share of our common stock at an exercise price of $.017 per share.

(8) For the fiscal year ended August 31, 2008, Lancer Corporation received 1,000,000 stock options, each to purchase one share of our common stock at an exercise price of $.017 per share. Mr. Fludgate is the sole shareholder, officer and director of Lancer Corporation.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

No stock appreciation rights were granted to the named executives during the fiscal year ended August 31, 2009.

OPTION GRANTS

On September 1, 2008, the Company granted 2,500,000 stock options as reported in the financial statements at November 30, 2008.

Name	Value of Unexercised In-the-Money Options/SARs at Fiscal Year End ($)	Shares Acquired on Exercise	Value Realized	Number of Securities Underlying Unexercised Options/SARs at Fiscal Year End (#)
Linda Perry	-0-	1,500,000	N/A	-0-
Barrington Fludgate	-0-	1,000,000	N/A	-0-

AGGREGATE OPTION/SAR EXERCISES AND YEAR END OPTIONS/SAR VALUES

In November 2008, Linda Perry exercised 3,000,000 stock options at an average exercise price of $.0255 per share or $76,500 in the aggregate and Lancer Corporation exercised 2,000,000 stock options at an average exercise price of $.0255 or $51,000 in the aggregate.

In September 2009, Linda Perry exercised 1,500,000 stock options at an exercise price of $.05 per share or $75,000 and Lancer Corporation exercised 1,000,000 stock options at an exercise price of $.05 or $50,000. During the fiscal year ended August 31, 2009 there were no other exercises of stock options by the named executives. The named executives have never received stock appreciation rights. The named executives have never received stock appreciation rights.

Long Term Incentive Plan Awards

We made no long-term incentive plan awards to the named executive officers during the fiscal year ended August 31, 2009.

Employment Contracts, Termination of Employment, and Change-in-Control Arrangements

Employment Agreement

Effective April 24, 2006, the Company entered into an employment agreement with its President and Chief Executive Officer, Linda Perry. The Agreement is for an initial three year term and thereafter is renewed annually on a rolling basis and terminable by either party upon 12 months' prior written notice. As consideration for her services, the Company has agreed to a base salary of $185,000. Ms. Perry will receive 1,500,000 5-year options on each September 1 that the Agreement is in effect, beginning on September 1, 2007. Such options will have an exercise price equal to the market price of our common stock on the date of grant.

Consulting Agreement

Effective April 24, 2006, the Company entered into a consulting agreement with Lancer Corporation ("Lancer") for the services of Barrington J. Fludgate as our Chief Financial Officer, Secretary and Director. The Agreement is for an initial three year term and thereafter and thereafter is renewed annually on a rolling basis and terminable by either party upon 12 months' prior written notice. As consideration for these services, the Company has agreed to pay Lancer an annual consulting fee of $120,000. Lancer will receive 1,000,000 5-year options on each September 1 that the agreement is in effect, beginning on September 1, 2007. Such options will have exercise prices equal to the market price of our common stock on the date of grant. Mr. Fludgate is the sole shareholder of Lancer.

Report on Repricing of Options/Sars

During the fiscal year ended August 31, 2009 we did not adjust or amend the exercise price of any stock options or SARs.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information with respect to the beneficial ownership of our common stock known by us as of August 31, 2009 by (i) each person or entity known by us to be the beneficial owner of more than 5% of our common stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directors and executive officers as a group. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on such date and all shares of our common stock issuable to such holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by such person at said date which are exercisable within 60 days of such date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent such power may be shared with a spouse.

Name of Beneficial Owner and/or Beneficially Own Shares of Common Stock percentage owned:

SilverLake Holdings Inc.	10,986,955
Linda Perry	16,060,781
Lancer Corporation	17,357,313

All Directors and Executive

Officers as a Group (2 persons)

Item 13. Certain Relationships and Related Transactions

Effective April 24, 2006, we entered into a Consulting Agreement with Lancer for the services of Barrington J. Fludgate as our Chief Financial Officer, Secretary and Director. The agreement is for an initial three year term and thereafter is renewed annually on a rolling basis and terminable by either party upon 12 months' prior written notice. As consideration for these services, the Company has agreed to pay Lancer an annual consulting fee of $120,000. Lancer will receive 1,000,000 5-year options each September 1 that the agreement is in effect, beginning September 1, 2007. Such options will have exercise prices equal to the market price of our common stock on the date of grant. Mr. Fludgate is the sole shareholder of Lancer.

Item 14. Principal Accountant Fees and Services.

Audit Fees.

The aggregate fees billed to us by our principal accountants for services rendered during the fiscal years ended August 31, 2009 and 2008 are set forth in the table below:

		August 31, 2009				August 31, 2008
Audit Fees(1)		$	29,500			$	29,500

(1) Audit fees represent fees for professional services provided in connection with the audit of our annual financial statements and review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.

Audit Committee's Pre-Approval Practice.

Insomuch as we do not have an audit committee, our board of directors performs the functions of an audit committee. Section 10A(i) of the Securities Exchange Act of 1934 prohibits our auditors from performing audit services for us as well as any services not considered to be "audit services" unless such services are pre-approved by the board of directors (in lieu of the audit committee) or unless the services meet certain de minimis standards.

PART IV

Item 14. Exhibits

The following Exhibits are being filed with this Annual Report on Form 10-K:

Exhibit

Number

Description

3.1(1)

Articles of Incorporation of the Registrant, as amended.

3.2(1)

By-laws of the Registrant, as amended.

4.1(2)

Debenture issued to Silverlake Holdings, Inc. dated September 23, 2004.

10.3(4)

Share Exchange Agreement, dated March 20, 2007, by and among the Company, Atlantic Network Holdings Limited, New Media Television (Europe) Limited and the Outside Stockholders Listed on Exhibit A Thereto.

14.1(3)

Code of Ethics

21.1(3)

Subsidiaries of the Registrant

31.1*

Section 302 Certification of Chief Executive Officer

31.2*

Section 302 Certification of Chief Accounting Officer

32.1*

Section 906 Certification of Chief Executive Officer

32.2*

Section 905 Certification of Chief Accounting Officer

(1) Previously filed as an exhibit to the Company's Quarterly Report on Form 10-QSB for the quarter ended May 31, 2005.

(2) Previously filed as an exhibit to the Company's Current Report on Form 8-K Filed with the Commission on October 6, 2004.

(3) Previously filed as an exhibit to the Company's Annual Report on Form 10-KSB for the year ended August 31, 2004.

(4) Previously filed as an exhibit to the Company's Current Report on Form 8-K filed with the Commission on March 21, 2007.

* Filed herewith

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	RTG VENTURES, INC.

Date: December 3, 2009	By:	/s/ Linda Perry
		Linda Perry, President and Chief Executive Officer

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.

December 3, 2009

/s/ Linda Perry

Linda Perry, President and Chief Executive Officer

(Principal Executive Officer)

December 3, 2009

/s/ Barrington Fludgate

Barrington Fludgate, Chief Financial Officer

(Principal Accounting Officer)

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