U.S. Securities and Exchange Commission

Washington, D.C. 20549



AMENDMENT NO. 1 TO

FORM 10-KSB

(Mark One)

|X|

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended May 31, 2003



|_|

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ____



RTG Ventures, Inc.(Exact name of registrant as specified in its charter)



|Florida                                                        | 333-85072              | 59-3666743                          
|-------------------------------------------------------------- | ---------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | Commission File Number | (I.R.S. Employer Identification No.)



Berkeley House, Berkeley Square,

London W1J 6BD, England
(Address of principal executive offices, including zip code)
011 44 20 7887-6180
(Registrants telephone number, including area code)





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



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





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



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. |X|



State issuer's revenues for its most recent fiscal year: $0



As of  May 31, 2003, the aggregate market value of the voting and non-voting common equity, based on the last reported sale price of the issuer's voting stock, held by non-affiliates was $50,250. Inclusion of shares held by a person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of management or policies of the issuer, or that such person is controlled by or under common control of the issuer.



State the number of shares outstanding of each of the issuer's classes of common equity, as of September 4, 2003: 31,560,000



DOCUMENTS INCORPORATED BY REFERENCE: NONE.

Transitional Small Business Disclosure Format (check one): Yes |_|  No |X|

#



---



Item 7 of the report is amended to read as follows.



Item 7. Financial Statements.



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





To the Board of Directors

and Shareholders of  RTG Ventures, Inc. and Subsidiary





We have audited the accompanying balance sheet of RTG Ventures, Inc. and Subsidiary (a development stage company), as of May 31, 2003 and the related statements of operations, cash flows and changes in stockholders deficit for the years ended May 31, 2003 and 2002 and for the period July 17, 2000, (date of inception), to May 31, 2003.  These financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on this financial statement based on our audit.



We conducted our audits in accordance with auditing standards generally accepted in the United State of America.  Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 financial statements referred to above present fairly, in all material respects, the financial position RTG Ventures, Inc. and Subsidiary as of May 31, 2003, and the results of its operations and its cash flows for the years ended May 31, 2003 and 2002, and for period July 17, 2000, (date of inception) to May 31, 2003 in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has sustained continuing operating losses and lacks sources of revenue, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Goldstein & Morris



New York, New York

December 9, 2003





---

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)



CONSOLIDATED BALANCE SHEET



MAY 31, 2003



|ASSETS                                               |            
|---------------------------------------------------- | -----------
|                                                     |            
|Intangibles                                          | $    26,475
|                                                     |            
|                                                     |            
|LIABILITIES AND STOCKHOLDERS' DEFICIT                |            
|Current liabilities                                  |            
|Accounts payable                                     | $  692,209 
|                                                     |            
|Stockholders' Deficit                                |            
|Common stock, $0.001 par value, 50,000,000 shares    |            
|authorized; 31,683,000 shares issued and outstanding | 31,683     
|Additional paid-in capital                           | 47,792     
|Accumulated deficit                                  | (745,209)  
|                                                     |            
|Total stockholders' deficit                          | (665,734)  
|                                                     |            
|Total liabilities and stockholders deficit          | $    26,475



The accompanying notes are an integral part of these financial statements

---

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)



CONSOLIDATED STATEMENTS OF OPERATIONS



|                                     |                    |  |                     |  | July 17, 2000      
|------------------------------------ | ------------------ |  | ------------------- |  | -------------------
|                                     | Year Ended May 31, |  | (date of inception)
|                                     | 2003               |  | 2002                |  | to May 31, 2003    
|                                     |                    |  |                     |  |                    
|Operating expenses                   |                    |  |                     |  |                    
|General and administrative expenses  | $      147,322     |  | $                 - |  | $        147,322   
|Merger and acquisition costs         | 634,751            |  | -                   |  | 634,751            
|                                     |                    |  |                     |  |                    
|Net loss                             | $     (782,073)    |  | $                 - |  | $       (782,073)  
|                                     |                    |  |                     |  |                    
|Loss per share - basic and diluted   | $         (0.034)  |  | $                 - |  | $           (0.034)
|                                     |                    |  |                     |  |                    
|Weighted average shares outstanding: |                    |  |                     |  |                    
|Basic and diluted                    | 22,994,740         |  | -                   |  | 22,994,740         





The accompanying notes are an integral part of these financial statements

---

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)



CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT



|                                   |              |  |                 |  |                   |  | Deficit                 |  |                   
|---------------------------------- | ------------ |  | --------------- |  | ----------------- |  | ----------------------- |  | ------------------
|                                   |              |  |                 |  | Additional        |  | Accumulated             |  |                   
|                                   | Common Stock |  | Paid-In         |  | During Develop-   |  |                        
|                                   | Shares       |  | Amount          |  | Capital           |  | ment Stage              |  | Total             
|                                   |              |  |                 |  |                   |  |                         |  |                   
|Shares issued at inception         | -            |  | $             - |  | $               - |  | $                     - |  | $                -
|                                   |              |  |                 |  |                   |  |                         |  |                   
|Balance, May 31, 2001 and 2002     | -            |  | -               |  | -                 |  | -                       |  | -                 
|                                   |              |  |                 |  |                   |  |                         |  |                   
|Shares issued                      | 50,000       |  | 500             |  | -                 |  | -                       |  | 500               
|                                   |              |  |                 |  |                   |  |                         |  |                   
|Reverse acquisition of RTG         | 27,958,000   |  | 27,958          |  | 47,792            |  | 36,864                  |  | 112,614           
|                                   |              |  |                 |  |                   |  |                         |  |                   
|Shares issued for acquisition of   |              |  |                 |  |                   |  |                         |  |                   
|certain intangible rights          | 3,725,000    |  | 3,725           |  | -                 |  | -                       |  | 3,725             
|                                   |              |  |                 |  |                   |  |                         |  |                   
|Exchange of MJWC pre-merger shares |              |  |                 |  |                   |  |                         |  |                   
|for shares in the company          | (50,000)     |  | (500)           |  |                   |  | -                       |  | (500)             
|                                   |              |  |                 |  |                   |  |                         |  |                   
|Net loss                           | -            |  | -               |  | -                 |  | (782,073)               |  | (782,073)         
|                                   |              |  |                 |  |                   |  |                         |  |                   
|Balance, May 31, 2003              | 31,683,000   |  | $ 31,683        |  | $   47,792        |  | $      (745,209)        |  | $ (665,734)       
|                                   |              |  |                 |  |                   |  |                         |  |                   





The accompanying notes are an integral part of these financial statements

---

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)



CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                |                    |  |                     |  | July 17, 2000        
|----------------------------------------------- | ------------------ |  | ------------------- |  | ---------------------
|                                                | Year Ended May 31, |  | (date of inception)
|                                                | 2003               |  | 2002                |  | to May 31, 2003      
|                                                |                    |  |                     |  |                      
|Cash flows from operating activities:           |                    |  |                     |  |                      
|Net loss                                        | $   (782,073)      |  | $               -   |  | $          (782,073) 
|Adjustments to reconcile net loss to            |                    |  |                     |  |                      
|net cash used in operating activities           |                    |  |                     |  |                      
|Accrued merger and acquisition costs            | 634,751            |  | -                   |  | 634,751              
|Increase (decrease) in cash flows from          |                    |  |                     |  |                      
|operating activities resulting from changes in: |                    |  |                     |  |                      
|Notes receivable                                | 88,178             |  | -                   |  | 88,178               
|Refundable income taxes                         | 2,257              |  | -                   |  | 2,257                
|Accounts payable                                | 56,387             |  | -                   |  | 56,566               
|                                                |                    |  |                     |  |                      
|Net cash used in operating activites            | (500)              |  | -                   |  | (321)                
|                                                |                    |  |                     |  |                      
|Cash flows from financing activities            |                    |  |                     |  |                      
|Common stock issued, pre-merger                 | 500                |  | -                   |  | 500                  
|                                                |                    |  |                     |  |                      
|Decrease in cash; cash, end of period           | $               -  |  | $               -   |  | $                 179
|                                                |                    |  |                     |  |                      
|Supplemental cash flow information:             |                    |  |                     |  |                      
|Non-cash investing and financing activities:    |                    |  |                     |  |                      
|Intangible assets acquired                      | $      26,475      |  | $               -   |  | $            26,475  
|Issuances of common stock                       | (26,475)           |  | -                   |  | (26,475)             



The accompanying notes are an integral part of these financial statements

---



RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS





NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION



RTG Ventures, Inc. ("RTG" or the "Company") was incorporated in 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.  The Company holds contractual rights to promote and organize the world Chinese Poker Championship, the world Mah Jong Championship, and Chinese Chess. (See Note 3).



The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  The Company, however, has sustained continuing operating losses and lacks sources of revenue, which creates uncertainty about the Companys ability to continue operations as a going concern.  The Companys ability to continue operations as a going concern and to realize its assets and to discharge its liabilities is dependent upon obtaining financing sufficient for continued operations as well as the achievement and maintenance of a level of profitable operations.  The Company expects to raise capital through an intended private placement in early 2004 and/or effect other financing(s) in order for the Company to continue operations. Management believes that the current business plan if successfully implemented may provide the opportunity for the company to continue as a going concern.



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



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 intercompany transactions are eliminated.



Use of Estimates



The preparation of financial statements in conformity with generally accepted 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.



Cash Equivalents



The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.



Intangible Assets



Intangible assets consist of contractual rights to organize and promote events.  No amortization has been recorded, since operations have not yet commenced and the assets have not been placed in service.



Income Taxes



The Company provides for income taxes in accordance with SFAS 109, Accounting For Income Taxes.  SFAS 109 prescribes the use of the liability method.  Deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted statutory tax rates in effect at the balance sheet date.  The Company records a valuation allowance to reduce its deferred tax assets when uncertainty regarding their realizability exists.



Earnings (Loss) Per Common Share



Basic earnings (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares outstanding during the year.  Common stock equivalents are excluded from the computation of diluted earnings (loss) per share when their effect is antidilutive.  The Company does not have any common stock equivalents.



Fair Value of Financial Instruments



The Companys financial instruments consisting of accounts payable and accrued expenses and loan payable.  The Company considers the carrying amounts of these financial instruments to approximate fair value due to the short-term nature of these assets and liabilities.  The fair value for the capital lease obligation, including the current portion, approximates fair value due to the rates currently offered for similar instruments.



Recently Issued Accounting Standards



In January 2003, the FASB issued FASB Interpretation ("FIN") No. 46, Consolidation of Variable Interest Entities, which requires variable interest entities (commonly referred to as SPEs) to be consolidated by the primary beneficiary of the entity if certain criteria are met. FIN No. 46 is effective immediately for all new variable interest entities created or acquired after January 31, 2003. The adoption of this statement does not impact the Company's historical or present financial statements, as the Company has not created or acquired any variable interest entities, nor does it expect to in the future.



In December 2002, the FASB issued SFAS No. 148 Accounting for Stock-Based Compensation, Transition, and Disclosure. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also required that disclosures of the pro forma effect of using the fair value method of accounting for stock-based employee compensation be displayed more prominently and in a tabular format. Additionally, SFAS No. 148 required disclosure of the pro forma effect in interim financial statements. The transition and annual disclosure requirements of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The interim disclosure requirements of SFAS No. 148 are effective for interim periods beginning after December 15, 2002. The adoption of the provisions of SFAS No. 148 did not have an impact on the Company's financial statements.  The Company will modify its disclosures in its quarterly reports, as provided for in the new standard.



In November 2002, the EITF reached a consensus on EITF No. 00-21, Revenue Arrangements with Multiple Deliverables. EITF No. 00-21 provides guidance on how to account for arrangements that involve the delivery or performance of multiple products, services and / or rights to use assets. The provisions of EITF No. 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. The Company believes that its current accounting is consistent with the provisions of EITF 00-21 and therefore does not expect that the application of the provisions of EITF 00-21 will have a material impact on the Company's financial statements.



In November 2002, the EITF reached a consensus on EITF No. 02-16, Accounting for Consideration Received from a Vendor by a Customer. EITF No. 02-16 provides guidance as to how customers should account for cash consideration received from a vendor. EITF No. 02-16 presumes that cash received from a vendor represents a reduction of the prices of the vendor's products or services, unless the cash received represents a payment for assets or services provided to the vendor or a reimbursement of costs incurred by the customer to sell the vendor's products. The provisions of EITF No. 02-16 will apply to all agreements entered into or modified after December 31, 2002. Management does not expect the provisions of EITF No. 02-16 to have a material impact on the Company's financial statements.



In November 2002, the FASB issued FIN No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN No. 45 requires that a liability be recorded in the guarantor's balance sheet upon issuance of a guarantee. In addition, FIN No. 45 requires disclosures about the guarantees that an entity has issued, including a reconciliation of changes in the entity's product warranty liabilities. The initial recognition and initial measurement provisions of FIN No. 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002, irrespective of the guarantor's fiscal year-end. The disclosure requirements of FIN No. 45 are effective for financial statements of interim or annual periods ending after December 15, 2002. The Company does not guarantee the indebtedness of others, therefore, there will not be any impact on the Company's financial statements and there was no need for the Company to modify its disclosures herein as required.



In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associates with Exit or Disposal Activities.  SFAS No. 146 nullifies the accounting for restructuring costs provided in EITF Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit and Activity (including Certain Costs Incurred in a Restructuring).  SFAS No. 146 requires that a liability associated with an exit or disposal activity be recognized and measured at fair value only when incurred.  In addition, onetime termination benefits should be recognized over the period employees will render service, if the service period required is beyond a minimum retention period.  SFAS No. 146 is effective for exit or disposal activities initiated after December 31, 2002.  Management does not expect that the application of the provisions of SFAS No. 146 will have a material impact on the Companys financial statements.



In January 2002, the Financial Accounting Standards Boards (FASB) Emerging Issues Task Force (EITF) reached a consensus on EITF No. 01-14, Income Statement Characterization of Reimbursements Received for Out-of-Pocket Expense.  EITF No. 01-14 required that reimbursements received for out-of-pocket expenses be classified as revenue on the income statement.  This change has no material impact on the Companys historical and present financial statements.



In November 2001, the FASB's EITF reached a consensus on EITF Issue No. 01-09, Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendors Products, which is which is a codification of EITF Nos. 00-14, 00-22 and 00-25. This issue presumes that consideration from a vendor to a customer or reseller of the vendor's products to be a reduction in the selling prices of the vendor's product and, therefore, should be characterized as a reduction of revenue when recognized in the vendor's income statement and could lead to negative revenue under certain circumstances. Revenue reduction is required unless consideration related to a separate identifiable benefit and the benefit's fair value can be established. This issue is to be applied retroactively in the first fiscal quarter beginning after December 15, 2001. The Company adopted this statement on March 1, 2002 with no material impact on its financial statements.



In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment of Disposal of Long-Lived Assets. SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and discontinued operations. The Company adopted this statement on March 1, 2002 with no material impact on its financial statements.



In July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets.  Under these new standards, all acquisitions subsequent to June 30, 2001 must be accounted for under the purchase method of accounting, and purchased goodwill is no longer amortized over its useful life. Rather, goodwill will be subject to a periodic impairment test based upon its fair value. In fiscal 2002 the Company adopted this statement, which did not impact the results of operations, financial position or cash flows.



In July 2001, the FASB issued SFAS No. 143, Accounting for Assets Retirement Obligations.  SFAS No. 143 established accounting standards for recognition and measurement of a liability for the cost of asset retirement obligations. Under SFAS No. 143, the costs of retiring an asset will be recorded as a liability when the retirement obligation arises, and will be amortized to expense over the life of the assets. The Company adopted this statement on November 1, 2001 and it did not have a material impact on its financial statements.



NOTE 3 - ACQUISITIONS



On May21, 2003, MJWC merged into the Company.  The merger was accounted for as a reverse acquisition whereby MJWC was treated as the acquirer and RTG as the acquiree, because MJWC holds the rights to organize and promote the world Chinese Poker Championship and the world Mah Jong Championship and the Company was a shell corporation.



Purchase accounting was performed on RTG upon its fair market value at the transaction date.  As the Company was a shell corporation at the time of acquisition, the fair value of RTG was nominal, and, thus the use of the market value of the shares of the Company in determining the purchase price would not be appropriate.



In addition, the Company also acquired certain intangible assets of Brain Games Asia, Inc. (BGA), to organize and host skill games, especially Chinese Chess, in the Peoples Republic of China and other Far Eastern countries.



NOTE 4  INCOME TAXES



As of May 31, 2003, there are loss carryforwards for Federal income tax purposes of approximately $782,000 available to offset future taxable income.  The carryforwards expire in various years through 2018.  The Company does not expect to incur a Federal income tax liability in the foreseeable future.  Accordingly a valuation allowance for the full amount of the related deferred tax asset of approximately $265,000 has been established until the realization of the tax benefit from the loss carryforwards are assured.



Certain provisions of the tax law may limit net operating loss carryforwards available for use in any given year in the event of a significant change in ownership.



NOTE 5  COMMON STOCK



In May 2003, 22,750,000 shares of RTG common stock, par value $.001 were issued for all of the outstanding shares of MJWC.  The fair market value of the MJWC shares received was equal to the par value of the RTG stock issued, thus no goodwill was recorded.  The intangible assets acquired consist of contractual rights to promote and organize the world Chinese Poker Championship and the world Mah Jong Championship.



In May 2003, certain intangible assets from BGA were acquired in exchange for 3,725,000 shares of common stock of RTG, $.001 par value.  The intangible assets acquired consist primarily of rights to arrange, organize and promote the Chinese Chess championships.

---

SIGNATURES

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



RTG VENTURES, INC.

(Registrant)



By:

/s/Linda Perry__________________

Linda Perry, Chief Executive Officer

Dated January 23, 2003



Pursuant to the requirements of the Securities Act of 1934, this amendment has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|Signature                                         | Title                                | Date            
|------------------------------------------------- | ------------------------------------ | ----------------
|/s/ Linda Perry
Linda Perry                       | Chief Executive Officer and Director | January 23, 2003
|/s/ Barrington J. Fludgate
Barrington J. Fludgate | Chief Financial Officer and Director | January 23, 2003