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

Attached files

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EX-31.1 - CERTIFICATION CEO - Digital Brand Media & Marketing Group, Inc.	ex31-1.htm
EX-32.1 - CERTIFICATION CEO - Digital Brand Media & Marketing Group, Inc.	ex32-1.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, 2010

[ ] 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 incorporation or organization)	(IRS Employer Identification No.)

c/o David Price, Esq.

1915 Eye Street NW, 5th FL

Washington, DC 20006

(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
None		which registered

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

None

(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 $1,952,000 based on the average closing bid and ask price for the Common Stock on December 13, 2010 of $0.017 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:		162,702,219
(Class)		(Outstanding as of December 13, 2010)

DOCUMENTS INCORPORATED BY REFERENCE

None.

FORM 10-K

For the Fiscal Year Ended August 31, 2010

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	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	11
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	19
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13.	Certain Relationships and Related Transactions	22
Item 14.	Principal Accountant Fees and Services	22

PART IV

Item 15.	Exhibits	23

Signatures		24

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

The Company was 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.

Our shareholders have approved an increase in our share capital allowing for an increase in the number of authorized common shares from 200,000,000 to 300,000,000 with an effective date of August 31, 2010. We filed the amended articles of incorporation with the state of Florida on December 10, 2010. This filing remains pending.

The Company is an operating Company 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. The transaction was 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. The conditions of closing were not met by ANHL and the agreement was rescinded on March 30, 2010.

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 Letter of Intent became a joint venture with RTG Ventures (Europe) Ltd in April, 2010.

RTG Ventures, Inc. entered into a Share Exchange Agreement (the “Exchange Agreement”), on March 31, 2010, with Cloud Channel Limited which was subsequently re-named as RTG Ventures (Europe) Limited in July 2010 (“RTG Ventures Europe”). Pursuant to the Exchange Agreement, the Company acquired 100% of the outstanding capital stock of RTG Ventures (Europe) Ltd from its stockholders for consideration consisting of Convertible Preferred Shares of RTG Ventures, Inc. according to the valuation methodologies outlined in the Share Exchange Agreements of Bitemark MC Limited and Stylar Limited. RTG Ventures (Europe) Ltd has been valued 12 months forward using forecasts submitted by them and agreed by the Company. Based on the results after 12 months, shareholders will be able to convert the preferred shares into common stock using the average share price of the 30 days preceding the conversion. At conversion the valuations will be adjusted up to a maximum of 25% in either direction using performance against forecast. All preferred stock will be held by RTGV's transfer agent for the 12 month period ending September 3, 2011

The Company has developed a unique model that enables live music video rights owners to control and monetize their assets through internet and mobile internet distribution. The Company also enables destination site owners to source top quality media content without the need to negotiate rights for each media item they stream.

RTG Ventures, Inc. is a technology and marketing services company with disruptive products in the high growth areas in digital technology, mobile and video, at its core. The Company is organized in three divisions: Media Systems, Payment Systems and Software & Services.

The Payment Systems Division is rolling-out a disruptive mobile payment platform built on a full banking system. The divisions first commercial product, IPayu, enable payments to be made from a mobile phone with funds executed bank-to-bank. No prior relationships are needed with banks. The product has completed its alpha testing phase and will offer commercial customers the ability to create their own virtual digital currencies, mobile gift certificates and promotional coupon programs.

The Media Systems Division is developing an application called CloudChannel which automates the syndication and monetization of video streams to digital devices. CloudChannel uses sophisticated, user-defined business and royalty management rules to enable rights holders to maximize revenues from each and every digital asset they own, offering a disruptive media monetization mechanism which will render inefficient blanket licensing deals obsolete.

CloudChannel is being developed to attract a significant strategic partner which could lead to a buyout in part, as a whole, or as a spin off to optimize shareholder value. The Media Systems Division is also developing a consumer product, Flowcaster, which will stream content from the CloudChannel application to the web, mobile phones and IPTV platforms.

The Software & Systems Division offers low risk, sustainable revenues to support development and evolution of disruptive technologies. One of the operating units, Digital Clarity, has cutting edge marketing capabilities which are attracting blue chip clients, while the other unit, BMC, provides merchandising capabilities which utilize short production runs and global franchising opportunities.

RTG Ventures is a full-service digital media & monetization company with an integrated value proposition unique in the industry. The Company will grow both organically and by acquisition to build sustainable shareholder value and competitive advantage. RTG Ventures’ management team is networked at the highest levels in the industry globally and the recent addition of one of Europe’s most accomplished Web TV experts will continue the Company’s ascent.

Sales and Marketing

The Company has employed a business development executive, and through its officers and directors is preparing to launch its technology. The acquired companies have direct marketing programs.

Research and Development

The Company is developing disruptive technologies in media systems and payment systems through the iPayu joint venture and media systems platforms.

Employees

We currently have two full-time employees.

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 CloudChannel Limited aka RTG Ventures (Europe) Limited.

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

Our financial statements for the fiscal year ended August 31, 2010, 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.

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.

There are infrastructure costs associated with a public company including regulatory and investor awareness programs during the first year following the Share Exchange with RTG Ventures Europe. Thereafter, we will need to raise substantial additional capital in fiscal years 2011 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 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 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.

Our business model and strategies may have to change from time to time in the pursuit of profitability.

Following closing, certain divisions 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 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.

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 David Price, Esq., Top Tier Strategies LLC, 1915 Eye Street NW, 5th FL, Washington, DC 20006. We do not pay rent for our executive offices. We believe that our current offices are sufficient for our immediate and near-term needs. Eventually we expect to open offices in Los Angeles and New York. In November we contracted for an office in London.

Item 3. Legal Proceedings

None

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

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, 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

Year Ended August 31, 2010:	High Bid	Low Bid
First Quarter	$0.080	$0.030
Second Quarter	$0.04	$0.02
Third Quarter	$0.045	$0.02
Fourth Quarter	$0.027	$0.01

The last reported sale price of our common stock on the OTC Electronic Bulletin Board on December 13, 2010 was $0.017 per share. As of December 13, 2010, there were 112 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, 2010.

Recent issuances 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. These amounts were offset against officer compensation payable by the Company. We relied upon the exemption from 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, 2010, 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. These amounts were offset against officer compensation payable by the Company. We relied upon the exemption from 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 for $50,000 were issued 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 for $82,000 were issued 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.

In October, 2009 the Company converted a convertible debenture for $25,000 at $0.01 and issued 2,500,000 million shares.

In December, 2009 the Company issued 2,500,000 shares of common stock for $90,000 to a consultant for business services regarding financial structure amid tactical analysis for a 12 month period.

In January, 2010, 3,000,000 shares of common stock for $90,000 were issued in connection with certain guarantees provided to the Company.

In April, 2010, 3,000,000 shares of common stock for $69,000 were issued to a Company officer as a sign-on bonus under the terms of the agreement for services. 1,500,000 shares of common stock for $34,500 were issued to another Company officer as a sign-on bonus under the terms of the agreement for services.

In May, 2010 the Company converted two convertible debentures totaling $25,000 at $0.015, for a total of 1,666,668 shares issued.

In May, 2010 the Company issued 266,666 shares as additional consideration associated with convertible debentures issued in November, 2009.

In June, 2010 the Company converted a convertible debenture for $15,000 at $0.015 at 0% interest and issued 1,000,000 million shares.

In June, 2010 the Company entered into a 2 year consulting agreement to ensure the trading public has an accurate understanding of the Company’s Business Plan and execution. $4,000,000 restricted shares were issued as payment valued at $72,000.

In July, 2010, 300,000 shares of common stock for $4,800 were issued to a company executive as a sign on bonus under terms of an employment contract.

In October, 2010, the Company entered into a three month consulting agreement. For the term of this agreement, the consultant shall receive an up-front retainer fee of 500,000 shares of restricted stock for $6,350. In addition the consultant shall receive an additional 1,000,000 shares of restricted stock in November, 2010 and another 1,000,000 shares of restricted stock in December, 2010. The contract was terminated prior to the issuance of the 1,000,000 restricted shares to be issued in December, 2010.

In October, 2010 the Company converted a convertible debenture for $25,000 at $0.01 at 0% interest and issued 2,500,000 shares.

In November, 2010, 500,000 shares of common stock were issued for $5,900 to a consultant as a sign-on bonus under the terms of the agreement for services.

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.

The Company is operating 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. The transaction was 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. The conditions of closing were not met by ANHL and the agreement was rescinded on March 30, 2010. A new agreement with Cloud Channel Limited renamed RTG Ventures (Europe) Limited was consumated on March 31, 2010.

Pursuant to the Exchange Agreement, the Company acquired 100% of the outstanding capital stock of RTG Ventures (Europe) Ltd from its stockholders for consideration consisting of Convertible Preferred Shares of RTG Ventures, Inc. according to the valuation methodologies outlined in the Share Exchange Agreements of Bitemark MC Limited and Stylar Limited. RTG Ventures (Europe) Ltd has been valued 12 months forward using forecasts submitted by them and agreed by the Company. Based on the results after 12 months, shareholders will be able to convert the preferred shares into common stock using the average share price of the 30 days preceding the conversion. At conversion the valuations will be adjusted up to a maximum of 25% in either direction using performance against forecast. All preferred stock will be held by RTGV's transfer agent for the 12 month period.

RTG Ventures, Inc. has developed a unique model that enables live music video rights owners to control and monetize their assets through internet and mobile internet distribution. The Company also enables destination site owners to source top quality media content without the need to negotiate rights for each media item they stream.

RTG Ventures, Inc. is a technology and marketing services company with disruptive products in the hottest areas in digital technology, mobile and video, at its core. The Company is organized in three divisions: Media Systems, Payment Systems and Software & Services.

We have financed our activities to date from sales of debentures and loans from shareholders, officers and third parties. As at August 31, 2010 we had an accumulated deficit of $7,457,962. 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

In January 2010, the Financial Accounting Standards Board (“FASB”) issued guidance on fair value measurements and disclosure. This guidance amends the fair value measurements and disclosures by improving the disclosure of fair value measurements. We have adopted the Codification in the period ending March 31, 2010. The adoption of the Codification did not result in any change in our significant accounting policies.

Effective for interim and annual periods ending after September 15, 2009, the FASB Accounting Standards CodificationTM (the “Codification”) is the single source of authoritative literature of U.S. generally accepted accounting principles (“GAAP”). The Codification consolidates all authoritative accounting literature into one internet-based research tool, which supersedes all pre-existing accounting and reporting standards, excluding separate rules and other interpretive guidance released by the SEC. New accounting guidance is now issued in the form of Accounting Standards Updates, which update the Codification. We have adopted the Codification in the period ending September 30, 2009. The adoption of the Codification did not result in any change in our significant accounting policies.

In August 2009, the FASB issued guidance on measuring liabilities at fair value. This guidance amends the fair value measurements and disclosures by providing additional guidance clarifying the measurement of liabilities at fair value. The adoption of the new accounting guidance did not have a significant impact on our consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, could have a material effect on the accompanying financial statements.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform with the current period presentation.

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

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, 2010 and 2009 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the years ended August 31, 2010 and 2009 and for the period July 17, 2000 (inception) to August 31, 2010. 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, 2010 and 2009, and the results of their operations and their cash flows for the years ended August 31, 2010 and 2009, and the period from July 17, 2000 (inception) to August 31, 2010, 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, 2010 of approximately $7,458,000. The Company incurred a net loss for the year ended August 31, 2010 of approximately $1,332,000 and has negative working capital at August 31, 2010 of approximately $1,449,000. 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 14, 2010

F-1

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	August 31,
	2010			2009

ASSETS

CURRENT ASSETS
Cash	$	-		$	-

TOTAL	$	-		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	105,197		$	128,340
Due to related party		73,841			-
Accrued compensation		869,522			805,247
Convertible notes payable		125,000			-
Loans payable		275,000			135,000

TOTAL CURRENT LIABILITIES		1,448,560			1,068,587

STOCKHOLDERS' DEFICIT
Preferred stock, par value .001;
authorized 2,000,000 shares, issued – none		-			-
Common stock, par value .001; authorized 200,000,000 shares;
151,452,219 and 126,218,885 shares issued and outstanding, respectively		151,453			126,219
Additional paid in capital		5,857,949			4,931,550
Deficit accumulated during development stage		(7,457,962	)		(6,126,356	)

TOTAL STOCKHOLDERS' DEFICIT		(1,448,560	)		(1,068,587	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

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 (Inception)
	Year ended August 31,						To August 31,
	2010			2009			2010

REVENUES	$	-		$	-		$	-

COSTS AND EXPENSES:
General and administrative		1,254,355			495,410			5,976,315
Impairment of intangibles		-			-			26,475
Interest expense		80,333			19,500			1,004,333
Merger and acquisition costs		-			-			634,751

LOSS BEFORE OTHER INCOME		(1,334,688	)		(514,910	)		(7,641,874	)

OTHER INCOME
Gain on foreign currency translation		3,082			-			3,082
Forgiveness of debt		-			-			180,830

NET LOSS	$	(1,331,606	)	$	(514,910	)	$	(7,457,962	)

NET LOSS PER SHARE:
Basic and Diluted	$	(0.01	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES:
Basic and Diluted		142,036,062			124,212,858

See accompanying notes to consolidated financial statements

F-3

RTG VENTURES INC AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

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

Balance, July 17, 2000 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
Shares issued for exercise of options	5,000,000			5,000			122,500			-			127,500
Shares issued for payment of accounts payable	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	)
Share based compensation	-			-			100,000			-			100,000
Shares issued for exercise of options	2,500,000			2,500			122,500			-			125,000
Shares issued for services	12,500,000			12,500			375,500			-			388,000
Beneficial conversion feature	-			-			75,000			-			75,000
Shares issued for conversion of debentures @ $0.01 per share	2,500,000			2,500			22,500			-			25,000
Shares issued for conversion of debentures @ $0.015 per share	2,666,668			2,667			37,333			-			40,000
Shares issued in connection with interest incurred	266,666			267			5,066			-			5,333
Shares issued in connection with employment agreements	4,800,000			4,800			103,500			-			108,300
Capital contribution	-			-			85,000			-			85,000
Net loss	-			-			-			(1,331,606	)		(1,331,606	)
Balance, August 31, 2010	151,452,219		$	151,453		$	5,857,949		$	(7,457,962	)	$	(1,448,560	)

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 July 17, 2000
								(Inception)
	Year ended August 31,							To August 31,
	2010				2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,331,606	)	$		(514,910	)	$	(7,457,962	)

Adjustments to reconcile net loss to
net cash used in operating activities:
Share based compensation		100,000				177,500			2,519,623
Impairment of intangibles		-				-			26,475
Shares issued in payment of interest expense		5,333				-			755,333
Shares issued for services		496,300				-			496,300
Beneficial conversion feature on notes payable		75,000				-			75,000
Other income		-				-			(146,044	)
Changes in assets and liabilities:
Notes receivable		-				-			88,178
Refundable income taxes		-				-			2,257
Due to related party		73,841				-			73,841
Accrued compensation		329,275				-			329,275
Accounts payable and accrued expenses		(23,143	)			227,340			2,576,284
Total adjustments		1,056,606				404,840			6,746,522

NET CASH USED IN OPERATING ACTIVITIES		(275,000	)			(110,070	)		(661,440	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan/note payable		190,000				135,000			579,940
Principal payment on loan/note payable		-				(25,000	)		(25,000)
Capital contribution		85,000				-			106,500

NET CASH PROVIDED BY FINANCING ACTIVITIES		275,000				110,000			661,440

INCREASE (DECREASE) IN CASH		-				(70	)		-

CASH - BEGINNING OF PERIOD		-				70			-

CASH - END OF PERIOD	$	-			$	-		$	-

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
Assignment of shareholder debt	$	140,000			$	-		$	140,000
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	$	125,000			$	127,500		$	805,450
Acquisition of intangibles for common stock	$	-			$	-		$	26,475
Common stock issued in connection with conversion of debentures	$	65,000			$	-		$	65,000

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.

In July 2005, the Company 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.

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.

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 our Business Plan (“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, the Company 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. The transaction was 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. The conditions of closing were not met and the agreement was rescinded on March 30, 2010.

F-6

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS (continued)

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 Plan. The Letter of Intent became a joint venture with RTG Ventures (Europe) Ltd in April, 2010.

RTG Ventures, Inc. entered into a Share Exchange Agreement (the “Exchange Agreement”), on March 31, 2010, with Cloud Channel Limited which was subsequently re-named as RTG Ventures (Europe) Limited in July 2010 (“RTG Ventures Europe”). On March 31, 2010, the same date as the above Exchange Agreement, RTG Ventures Europe entered into share purchase agreements with Stylar Limited, a private limited company, whereby RTG Ventures (Europe) acquired 100% of its shares and with Bitemark MC Limited a private limited company, whereby RTG Ventures (Europe) acquired 100% of its shares. Pursuant to the Exchange Agreement, RTG Ventures, Inc. acquired 100% of the outstanding capital stock of RTG Ventures (Europe) Ltd from its stockholders for consideration consisting of Convertible Preferred Shares of RTG Ventures, Inc. according to the valuation methodologies outlined in the Share Exchange Agreements of Bitemark MC Limited and Stylar Limited. RTG Ventures (Europe) Ltd has been valued 12 months forward using forecasts submitted by them and agreed by the Company. Based on the results after 12 months, shareholders will be able to convert the preferred shares into common stock using the average share price of the 30 days preceding the conversion. At conversion the valuations will be adjusted up to a maximum of 25% in either direction using performance against forecast. All preferred stock will be held by RTGV's transfer agent for the 12 month period ending September 3, 2011.

On September 3, 2010, the Company acquired 100% of the common stock of Stylar Limited. (“Stylar”), under the terms of a Stock Exchange Agreement. The accounting date of the acquisition was September 3, 2010 and the transaction was accounted for under the purchase method in accordance with ASC 805.

On September 3, 2010, the Company acquired 100% of the common stock of Bitemark MC Ltd (“Bitemark”), under the terms of a Stock Exchange Agreement. The accounting date of the acquisition was September 3, 2010 and the transaction was accounted for under the purchase method in accordance with ASC 805.

F-7

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - NATURE OF BUSINESS (continued)

The Software & Systems Division offers low risk, sustainable revenues to support development and evolution of disruptive technologies. . One of the operating units, Digital Clarity, has marketing capabilities which are attracting blue chip clients, while the other unit, BMC, provides merchandising capabilities which utilize short production runs and global franchising opportunities.

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.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform with the current period presentation.

Income Taxes

F-8

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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, 2010 for fiscal year ended August 31, 2010.

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

We account for the grant of stock options and restricted stock awards in accordance with ASC 718, “Compensation-Stock Compensation.” ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation.

Foreign Currency Translation

Assets and liabilities of subsidiaries operating in foreign countries are translated into U.S. dollars using both the exchange rate in effect at the balance sheet date or historical rate, as applicable. Results of operations are translated using the average exchange rates prevailing throughout the year. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are included in a separate component of stockholders’ equity (accumulated other comprehensive loss), while gains and losses resulting from foreign currency transactions are included in operations.

Recently Issued Accounting Pronouncements

F-9

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, could have a material effect on the accompanying 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, 2010 of $7,457,962 and had negative working capital at August 31, 2010 of $1,448,560. The Company incurred a net loss for the year ended August 31, 2010 of $1,331,606. 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 obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. The Company completed its business consolidation on September 3, 2010 and will seek long term financing

NOTE 4 - LOAN PAYABLE

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. The conditions of closing were not met and the agreement was rescinded on March 30, 2010.

In July 2010 an officer of the Company assigned $140,000 of debt to a shareholder. The debt is due on demand and bears no interest.

F-10

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

At August 31, 2010 and 2009 accounts payable and accrued expenses consisted of the following:

	2010		2009
Trade payables	$	113,483	$	39,755
Professional fees		65,555		88,585
Total	$	179,038	$	128,340

NOTE 6 – CONVERTIBLE NOTES PAYABLE

In April 2009, the Company issued a convertible debenture for $25,000 at 0% interest. The note matured in October, 2009 and was converted into shares of the Company’s common stock at $.01 per share as of that date and 2,500,000 shares were issued.

In November, 2009, the Company issued convertible debentures for a total of $25,000 at 0% interest. The notes matured in May, 2010 and were converted into shares of the Company’s common stock at $.015 per share as of that date and 1,666,668 shares were issued.

In December, 2009 the Company issued a convertible debenture in the amount of $15,000 at 0% interest. The notes matured in June, 2010 and were convertible into shares of the Company’s common stock at $.015 per share as of that date and 1,000,000 shares were issued.

In February, 2010 the Company issued convertible debentures in the amount of $50,000 at 0% interest. The notes matured in August 2010 and are convertible into shares of the Company’s common stock at $.01 per share at that date. 5,000,000 shares were issued October, 2010.

In March, 2010, the Company issued a convertible debenture in the amount of $25,000 at 0% interest. The note matures in September 2010 and is convertible into shares of the Company’s common stock at $.01 per share at that date.

In May, 2010, the Company issued a convertible debenture in the amount of $50,000 at 0% interest. The note matures in November 2010 and is convertible into shares of the Company’s common stock at $.01 per share at that date.

In September 2010, the Company agreed with a third party non-affiliate to an 8% interest bearing convertible debenture for $53,000 due in nine months. The balance can be paid in full or can be converted into shares on or after March 26, 2011 at an average share price computed on the 30 days prior to conversion.

During the year ended August 31, 2010 we have included charges of $75,000 in interest expense related to beneficial conversion features associated with the issuance of these debentures.

F-11

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – DUE TO RELATED PARTY

As of August 31, 2010, a related party paid $73,841 in various expenses on behalf of the Company. These amounts have no payment terms and bear no interest.

NOTE 8 – ACCRUED SALARIES

As of August 31, 2010 the Company owes $869,522 to its employees. The amounts are non-interest bearing.

NOTE 9 - COMMON STOCK

In October, 2009 the Company converted a convertible debenture for $25,000 at $0.01 and issued 2,500,000 shares.

In December, 2009 the Company issued 2,500,000 shares of common stock for $90,000 to a consultant for business services regarding financial structure amid tactical analysis for a 12 month period.

F-12

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - COMMON STOCK (continued)

In January, 2010, 3,000,000 shares of common stock for $90,000 were issued in connection with certain guarantees provided to the Company.

In May, 2010 the Company converted two convertible debentures totaling $25,000 at $0.015, for a total of 1,666,668 shares issued.

In May, 2010 the Company issued 266,666 shares as additional consideration associated with convertible debentures issued in March, 2010.

In June, 2010 the Company converted a convertible debenture for $15,000 and issued 1,000,000 shares.

In June, 2010 the Company entered into a 2 year consulting agreement to ensure the trading public has an accurate understanding of the Company’s Business Plan and execution. 4,000,000 restricted shares were issued as payment valued at $76,000.

In July, 2010, 300,000 shares of common stock for $4,800 were issued to a company executive as a sign on bonus under terms of an employment contract.

On October 11, 2010, the Company entered into a three month consulting agreement. For the term of this agreement, the consultant shall receive an up-front retainer fee of 500,000 shares of restricted stock for $6,350. In addition the consultant shall receive an additional 1,000,000 shares of restricted stock on November 11, 2010 and another 1,000,000 shares of restricted stock on December 11, 2010. The contract was terminated prior to the issuance of the 1,000,000 restricted shares to be issued on December 11, 2010.

In October, 2010 the Company converted a convertible debentures for $25,000 at $0.01 and issued 2,500,000 shares.

In November, 2010, 500,000 shares of common stock were issued for $5,900 to a consultant as a sign-on bonus under the terms of the agreement for services.

F-13

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - STOCK OPTIONS

On September 1, 2009 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
Exercise price	$	0.05
Market price	$	0.05
Risk-free interest rate		.42%
Expected life in years	1 year
Expected volatility		256%

No options to management and directors were issued and outstanding as of August 31, 2010 and no options to management and directors were outstanding as of August 31, 2009 respectively.

NOTE 11 - INCOME TAXES

For the years ended August 31, 2010 and 2009, 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:

F-14

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - INCOME TAXES (continued)

	Year Ended August 31,
	2010			2009
Benefit computed at statutory rate	$	(453,000	)	$	(181,000	)
State tax (benefit), net of federal affect		(53,000	)		(21,000	)
Permanent differences (primarily non deductible compensation)		222,000			-
Increase in valuation allowance		284,000			202,000

Net income tax benefit	$	-		$	-

The Company has net operating loss carry-forwards for income tax totaling purposes approximately $2,200,000 at August 31, 2010 which expire variously through 2030. 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	$	836,000
Accrued officer compensation		331,000
Compensation paid with options		67,000
Valuation allowance		(1,234,000	)

Net deferred tax asset	$	-

NOTE 12 - LITIGATION

The Company is not currently involved in any litigation.

NOTE 13 - 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. The contracts concluded on March 31, 2010. No further accruals took place after March 31, 2010.

F-15

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - EMPLOYMENT AND CONSULTING AGREEMENTS (continued)

On April 29, 2008, the Company entered into a one year consulting agreement to provide investor relation services. The consultant was issued 500,000 restricted shares and a payment of $20,500 which is still outstanding. In Sept, 2009 an addendum was included for an additional 1,000,000 restricted shares reflecting the protracted delay in closing the transaction with ANHL et al. The ANHL transaction was rescinded in March, 2010. The addendum was for one year. The amount owed is non-interest bearing.

In April, 2010 term sheets were agreed with Company officers for annual remuneration of £100,000 ($155,000) for the Chairman and Director of the Company and £100,000 ($155,000) for the President and CEO of the Company. The contracts are for three years. Both may receive bonuses totaling 50-75% of their base salaries after certain Company performance objectives are achieved. The Chairman and Director decided to defer the annual remuneration of £100,000 ($155,000) but received 3.0 million restricted shares as a sign-on bonus and the President and CEO received 1.5 million restricted shares as a sign-on bonus.

On October 11, 2011, the Company entered into a three month consulting agreement for the purpose of consulting for equity and bond placements as well as financial relations, public relations and research services. For the term of this agreement, the consultant shall receive an up-front retainer fee of 500,000 shares of restricted stock. In addition the consultant shall receive an additional 1,000,000 shares of restricted stock on November 11, 2010 and another 1,000,000 shares of restricted stock on December 11, 2010. The contract was terminated prior to the last equity payment.

In November, 2010, the Company entered into a one year agreement with a consultant in the media systems division. 500,000 shares of common stock were issued to the consultant as a sign-on bonus under the terms of the agreement for services.

NOTE 14 – CAPITAL CONTRIBUTION

In July 2010 an officer of the Company made contributions of $85,000 to assist with various professional fees. These contributed funds are considered as paid in capital.

NOTE 15 – ACQUISITIONS

RTGV acquired 100% of the shares of RTG Ventures Europe, 10,000 (Ten Thousand) ordinary shares at £ .0001 per share par value. RTG shall issue and transfer 500,000 from an aggregate amount of 1,273,059 preferred shares which convert into its common stock, .001 par value per share (the “RTG Common Stock”). The conversion rate is calculated in each individual contract and agreed by RTG. It is acknowledged and approved by both Boards that the majority of these shares are to be consideration for acquisitions and asset purchases to be completed by Cloud Channel. All shares held in escrow will be voted by management.

On March 31, 2010, the same date as the above Stock Exchange Agreement, RTG Ventures Europe entered into share purchase agreements with Stylar Limited, a private limited company, registered in England and Wales, company number 07009951, whereby RTGV acquired 100% of its shares and with Bitemark MC Limited a private limited company, registered in England and Wales, company number 4258735, whereby RTGV acquired 100% of its shares.

F-16

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 – ACQUISITIONS (continued)

Stylar Limited

The resultant Intangible Asset from the acquisition of Stylar totaling $30,671 has been deemed Non Contractual Customer Relationships that is being amortized over the estimated life of the asset of five years.

Bitemark MC Ltd

The resultant Intangible Asset from the acquisition of Bitemark totaling $777,244 has been deemed Non Contractual Customer Relationships that is being amortized over the estimated life of the asset of five years.

The following table summarizes the estimated fair values of the assets and liabilities assumed at the date of acquisition:

	Stylar Limited		Bitemark MC Ltd
ASSETS	(UNAUDITED)		(UNAUDITED)

Current assets	$	137,307	$	447,657

Intangible assets		930,671		777,244

Tangible assets		-		10,532

LIABILITIES

Current liabilities		72,478		343,933

Net purchase price	$	995,500	$	891,501

F-17

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 – ACQUISITIONS (continued)

The following Unaudited pro forma consolidated results of operations have been prepared as if the acquisition of Stylar Limited and Bitemark MC Ltd had occurred as of the following period:

	For the year ended August 31, 2010			For the year ended August 31, 2009
	(UNAUDITED)			(UNAUDITED)
Net revenues	$	857,338		$	583,903

Net profit (loss) from continuing operations	$	(1,721,357	)	$	(908,254	)

Net profit (loss) per share from continuing operations	$	(0.00	)	$	(0.00	)

Weighted average number of shares - Basic and diluted		287,179,908			269,356,704

NOTE 16 – SUBSEQUENT EVENTS

We have evaluated subsequent events through, 2010, the date the financial statements were available to be issued.

In September 2010, the Company agreed with a third party non-affiliate to an 8% interest bearing convertible debenture for $53,000 due in six months. The balance can be paid in full or can be converted into shares at an average share price computed on the 30 days prior to conversion.

On October 11, 2010, the Company entered into a three month consulting agreement for the purpose of consulting for equity and bond placements as well as financial relations, public relations and research services. For the term of this agreement, the consultant shall receive an up-front retainer fee of 500,000 shares of restricted stock. In addition the consultant shall receive an additional 1,000,000 shares of restricted stock on November 11, 2010 and another 1,000,000 shares of restricted stock on December 11, 2010. The contract was terminated prior to the issuance of the last equity payment.

In November, 2010, RTG Ventures (Europe) Limited signed a month to month lease for office space in London.

In November, 2010, the Company entered into a one year agreement with a consultant for 500,000 shares of common stock were issued to the consultant as a sign-on bonus under the terms of the agreement for services.

F-18

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, 2010, our management, consisting of our Chief Executive 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 concluded that, as of August 31, 2010, 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). On September 3, 2010, the Company filed an 8-K acquiring two companies operating in the UK, as such, materially affected the systems in place. An analysis will be undertaken for the next fiscal year to determine the appropriate internal control system required now that RTG Ventures is an operating company with global businesses. The inherent complexities of such an organization require a thorough study. A recommendation will be made and implemented by the end of the second quarter.

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, 2010, 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		Position
Neil Gray		Chairman and Director

Dominic Hawes-Fairley		Chief Executive Officer, President and Director

Linda Perry		Director, Chair Nomination/Compensation and Audit Committees

Barrington Fludgate		Non Executive Director

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

Neil Gray. Between 1999 and 2007, Gray was involved as an officer and equity participant of a privately held UK based Healthcare Group. Prior to leaving the group, a stable, conservative growth model was created to establish growth organically and by acquisition through operational knowledge and accurate prediction of cash flow/interest rates within the group’s debt/equity structure. The group’s interests were not restricted to the UK with alliances and interests developed into the European Union.

From 1994 to 1999, a “Hands On” approach to operational involvement and investment with personal financial incentives was garnered whist working in different cultural and geographical locations. These locations were Africa (South-West and West), South America (Equatorial), Spain (Mainland and The Canary Islands) and the Black Sea. The projects developed and entered into were engineering, textiles and import/export with the UK and EU.

The initial development of Gray’s understanding of business strategy was as part of a “think tank” team of individuals in a UK based insurance company between 1989 and 1994. The team’s role was to understand, develop and test their ideas against actuarial professionals. Gray sought out risk management knowledge and understanding of the global business of his employer during this time.

Gray’s formative years were spent as an employee of a UK based electrical engineering firm based in Northern England from 1985 to 1989 and in the engineering department of a British Coal deep mine colliery between 1979 and 1985.

Dominic Hawes-Fairley. Dominic Hawes-Fairley is the Chief Executive Officer and President of RTG Ventures, Inc. and is one of the authors of the company’s business strategy. Dominic has spent the last ten years building or consulting businesses in rapid growth. He is an early adopter of new technology with a strong marketing background who has recently focused on cloud computing and the retail market.

Dominic’s last business, BMC was acquired by RTG Ventures to provide a retail channel and expert sourcing capability in China. Dominic co-founded the business in 2002.

Prior to BMC, Dominic consulted with technology and media start-ups, helping them to define their business models, marketing strategies and sales plans. He was VP Marketing at Europe’s largest technology business incubator and prior to that ran a strategic marketing consultancy in London. Dominic also served as a commissioned officer in the Household Cavalry.

Linda Perry. Ms. Perry had served as our President, Chief Executive Officer and a Director until March 31, 2010 (excepting the period from April 19, 2005 to April 24, 2006). Currently she serves as a director and chair nomination/compensation and audit committees. 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 had served as RTGV’s Chief Financial Officer until June 16, 2010 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 and from April 1, 2010 through June 15, 2010 was Chief Executive Officer and Director. Mr. Fludgate currently serves as a Non Executive Director. 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 have established an Audit Committee of the Board of Directors, for which a charter is being developed. The Audit Committee's duties will 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 will 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 will 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 have established a Compensation Committee of the Board of Directors. The compensation committee will review and approve our total remuneration, including compensation of executive officers. The Compensation Committee will also administer our stock option plans and recommend and approve grants of stock options under such plans.

Compensation of Directors

At present, none of our directors received any remuneration for acting as such. Directors are, however, reimbursed for their expenses. It is intended the directors will be compensated in accordance with industry and competitive factors.

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, 2010. 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, 2010, or 2009, 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	2010	107,917 (1)	0	0	0	0	0	0
President/CEO	2009	185,000 (2)	0	0	1,500,000 (4)	0	0	0

Lancer Corp.	2010 (6)
Barrington	2009	0	0	$120,000 (3)	1,000,000 (5)	0	0	0
Fludgate
Secretary/CFO

(1)	For the fiscal year ending August 31, 2010, Ms. Perry earned $107,917 through March 31, 2010. An offset to this compensation expense in the amount of $75,000 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, 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.

(3)	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.

(4)	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.

(5)	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.

(6)	For the fiscal year ended August 31, 2010, Lancer Corporation did not receive compensation in excess of $100,000 therefore Mr. Fludgate’s compensation is not disclosed.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

No stock appreciation rights were granted to the named executives during the fiscal year ended August 31, 2010.

OPTION GRANTS

On September 1, 2009, the Company granted 2,500,000 stock options as reported in the financial statements at November 30, 2009.

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	1,500,000
Barrington Fludgate	-0-	1,000,000	N/A	1,000,000

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, 2010 there were no other exercises of stock options by the named executives. 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, 2010.

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. The contract concluded March 31, 2010.

Consulting Agreements

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. This contract concluded March 31, 2010.

In December, 2009 the Company entered into a consulting agreement for business services regarding financial structure amid tactical analysis. The period is for twelve months and payment was 2,500,000 restricted shares.

In April, 2010 term sheets were agreed with Company officers for annual remuneration of £100,000 ($155,000) for the Chairman and Director of the Company and £100,000 ($155,000) for the President and CEO of the Company. The contracts are for three years. Both may receive bonuses totaling 50-75% of their base salaries after certain Company performance objectives are achieved. The Chairman and Director decided to waive the annual remuneration of £100,000 ($155,000) but received 3.0 million restricted shares and the President and CEO received 1.5 million restricted shares.

In June, 2010 the Company entered into a consulting agreement to ensure the trading public has an accurate understanding of the Company’s Business Plan and execution. The period is for two years and payment was 4,000,000 restricted shares.

On October 11, 2010, the Company entered into a three month consulting agreement for the purpose of consulting for equity and bond placements as well as financial relations, public relations and research services. For the term of this agreement, the consultant shall receive an up-front retainer fee of 500,000 shares of restricted stock. In addition the consultant shall receive an additional 1,000,000 shares of restricted stock on November 11, 2010 and another 1,000,000 shares of restricted stock on December 11, 2010. The contract can be terminated at the end of each period. As such, the last payment will not be paid.

Report on Repricing of Options/Sars

During the fiscal year ended August 31, 2010 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, 2010 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:

Neil Gray	6,000,000	3.96	%
Dominic Hawes-Fairley	1,740,000	1.15	%
Linda Perry	16,060,781	10.60	%
Lancer Corporation	17,851,625	11.79	%
All Directors and Executive Officers as a Group (4 persons)	41,652,406	27.5	%

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. This contract concluded March 31, 2010.

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, 2010 and 2009 are set forth in the table below:

		August 31, 2010				August 31, 2009
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.

Since our share exchange agreement did not conclude until September 3, 2010, the audit committee is still being developed and its charter being written. The Board of Directors performs the functions of the 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 15. 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.
10.1(5)	Share Exchange Agreement, dated March 30, 2010, between RTG Ventures, Inc., and Cloud Channel Limited.
10.2(5)	Recession Resolution of Share Exchange Agreement, dated March 20, 2007, by and among RTG Ventures, Inc., Atlantic Network Holdings Limited, the Outside Stockholders Listed on Exhibit A thereto and New Media Television (Europe) Limited.
10.3(5)	Share purchase Agreement between Cloud Channel Limited and Bitemark MC Limited.
10.4(5)	Share purchase Agreement between Cloud Channel Limited and Stylar Limited.
10.5(5)	Executive Summary of RTG Ventures Business Plan.
10.6(5)	Dominic Hawes-Fairley Curriculum Vitae
10.4(6)	Amendment to Share Exchange Agreement, dated March 30, 2010, between RTG Ventures, Inc., and Cloud Channel Limited.
10.5(6)	Amendment to Share Purchase Agreement between Cloud Channel Limited and Bitemark MC Limited.
10.6(6)	Amendment to Share Purchase Agreement between Cloud Channel Limited and Stylar Limited.
14.1(3)	Code of Ethics
21.1(3)	Subsidiaries of the Registrant
31.1*	Section 302 Certification of Chief Executive Officer
32.1*	Section 906 Certification of Chief Executive 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.

(5) Previously filed as an exhibit to the Company's Current Report on Form 8-KA filed with the Commission on April 9, 2010.

(6) Previously filed as an exhibit to the Company's Current Report on Form 8-KA filed with the Commission on July 15,, 2010.

(7) Previously filed as an exhibit to the Company's Current Report on Form 8-KA filed with the Commission on September 8, 2010.

* 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 14, 2010	By:	/s/ Dominic Hawes-Fairley
		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 14, 2010		/s/ Dominic Hawes-Fairley
		Dominic Hawes-Fairley, Chief Executive Officer (Chief Executive Officer)

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