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, 2008
 
 OR
 
 [
]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES
 EXCHANGE
ACT OF 1934
 
 For the
transition period from ___________ to ___________
 
 Commission
file number: 333-85072
 
 RTG
VENTURES, INC.
 (Name of
small business issuer in its charter)
  Florida
                  59-3666743(State
      or other jurisdiction of
                  (IRS
      Employer Identification No.)incorporation
      or organization)
 c/o
Paykin, Mahon,
 Rooney
& Krieg, LLP
 185
Madison Avenue
 New York,
NY 10016
 (Address
of principal executive offices)
 
 (917)
488-6473
 (Issuer's
telephone number)
 
 Securities
registered under Section 12(b) of the Exchange Act:
   Title of each
      class
              
              Name
      of exchange on which registered
  Securities
registered under Section 12(g) of the Exchange Act:
 
 Common Stock, par value
$.001 per share
 (Title of
class)
 
 Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes [ ]  No [x]
 
 Indicate
by check mark if the Registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.   Yes [ ]
 No [x]
 
 
 
 
 Indicate
by check mark whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    
Yes [x]  No [ ]
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K(§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of the Registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   [ ]
  Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
  Large
      accelerated filer   [ ]
              Accelerated
      filer          [
      ]Non-accelerated
      filer     [ ]
              Smaller
      reporting company  [x]
  Indicate
by check mark whether the Registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   Yes [X]  No  [
]
  
 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:        123,818,885
 (Class)   (Outstanding as of
December 15, 2008)
 
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 
 None.
 
 2
  FORM
10-K
 For the
Fiscal Year Ended August 31, 2008
  TABLE
OF CONTENTS
  PagePART
      1Item
      1.
                                      Description
      of Business
                                      4Item
      1A.
                                      Risk
      Factors
                                      6Item
      1B.
                                      Unresolved
      Staff Comments
                                      8Item
      2:
                                      Description
      of Property
                                      8Item
      3.
                                      Legal
      Proceedings
                                      8Item
      4.
                                      Submission
      of Matters to Vote of Security Holders
                                      8PART
      IIItem
      5.
                                      Market
      for Registrant’s Common Equity, Related Stockholder matters and Issuer
      Purchases of Equity Securities
                                      8Item
      6.
                                      Selected
      Financial Data
                                      10Item
      7.
                                      Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
                                      10Item
      7A.
                                      Quantitative
      and Qualitative Disclosures About Market Risk
                                      13Item
      8.
                                      Consolidated
      Financial Statements and Supplementary Data
                                      14Item
      9.
                                      Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                                      15Item
      9A.
                                      Controls
      and Procedure
                                      15Item
      9B.
                                      Other
      Information
                                      16PART
      IIIItem
      10.
                                      Directors
      and Executive Officers of the Registrant
                                      16Item
      11.
                                      Executive
      Compensation
                                      18Item
      12.
                                      Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                                      20Item
      13.
                                      Certain
      Relationships and Related Transactions
                                      21Item
      14.
                                      Principal
      Accountant Fees and Services
                                      21PART
      IVItem
      15.
                                      Exhibits
                                      22Signatures
                                      
                                      23
   3
  PART
I
 
 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
 Certain
statements made in this annual report on Form 10-K are “forward-looking
statements” (within the meaning of the Private Securities Litigation Reform Act
of 1995) regarding the plans and objectives of management for future operations.
Such statements involve known and unknown risks, uncertainties and other factors
that may cause actual results, performance or achievements of RTG VENTURES, INC.
(“we”, “us”, “our” or the “Registrant” or the “Company”) to be materially
different from any future results, performance or achievements expressed or
implied by such forward-looking statements. The forward-looking statements
included herein are based on current expectations that involve numerous risks
and uncertainties. Our plans and objectives are based, in part, on assumptions
involving the continued expansion of business. Assumptions relating to the
foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions and future business decisions, all
of which are difficult or impossible to predict accurately and many of which are
beyond our control. Although we believe that our assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this annual report will prove to be accurate. In light of
the significant uncertainties inherent in the forward-looking statements
included herein, the inclusion of such information should not be regarded as a
representation by us or any other person that our objectives and plans will be
achieved.
  Item
1. Description of Business
  General
 
 We were
organized under the laws of the State of Florida on September 29, 1998 to engage
in the business of importing crawfish farmed and harvested in Indonesia for sale
in the United States. We conducted no material operations in that line of
business.
 
 Effective
May 21, 2003, we entered into an Agreement for the Exchange of Common Stock with
MJWC, Inc., a British Virgin Islands corporation formed on July 17, 2000.
Pursuant to such Agreement, MJWC, Inc. became our wholly-owned subsidiary and we
issued an aggregate of 22,750,000 shares of our common stock to the shareholders
of MJWC, Inc. The transaction was treated as a reverse acquisition in which
MJWC, Inc. was treated as the acquirer for accounting purposes. MJWC, Inc. holds
certain rights obtained from the Sports Ministry of The People's Republic of
China (the "PRC"), including the right to arrange, organize and promote the
Chinese Poker Championship and Mah-jong Championship in the PRC. We have not, to
date, conducted any operations based upon, or otherwise exploited, any of such
rights. The rights will expire on December 31, 2008.
 
 
 4
 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.
 
 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.
 
 We are
currently a "shell" corporation with no operations and no significant
assets.  On March 20, 2007, we entered into a Share Exchange Agreement
with Atlantic Network Holdings Limited, a Guernsey company limited by shares,
New Media Television (Europe) Limited, a United Kingdom private company limited
by shares and certain outside stockholders listed on Exhibit A thereto, pursuant
to which we have agreed to issue an aggregate of 1,273,059 shares of our
preferred stock to the stockholders of New Media Television (Europe) Limited in
exchange for all of the outstanding capital shares of New Media
Television(Europe) Limited. The closing of the transactions under the Share
Exchange Agreement is subject to the fulfillment of certain conditions,
including our filing all reports required under the  Securities
Exchange Act of 1934, as amended, (the "Exchange Act") to the date of closing.
In addition, the Company has agreed that there will be no more than 42,435,315
shares of common stock outstanding immediately prior to closing.  No
assurance can be given that the transaction will be completed.
  Sales
and Marketing
  We
currently do not engage in any sales or marketing efforts as we currently have
no operations.
  Research
and Development
  Since our
inception, we have not engaged in any research and development
activities.
  Employees
  We
currently have one full-time employee.
  5
 Item
1A. Risk Factors In addition
to other information in this Annual Report on Form 10-K, the following important
factors should be carefully considered in evaluating the Company and its
business because such factors currently have a significant impact on the
Company's business, prospects, financial condition and results of
operations.
  Risks
Associated with Our Business and the Share Exchange Agreement (“Agreement”) with
Atlantic Network Holdings Limited (“ANHL”)
 
 There
is uncertainty as to our ability to continue as a going concern.
 
 Our
financial statements for the period ended August 31, 2008, which are included in
Item 8 of this annual report on Form 10-K, as well as the accompanying report of
our independent registered public accounting firm on our financial statements,
call into question our ability to operate as a going concern. This conclusion is
based on our net losses and cash used in operations. Those factors, as well as
uncertainty in securing financing for continued operations, create an
uncertainty regarding our ability to continue as a going concern. Although we
expect that we will be able to meet our expenses going forward based on loans
and/or equity investments from shareholders or other investors, our ability to
continue as a going concern will be dependent on our ability to obtain such
financing on acceptable terms, for which there is no existing commitment and for
which there can be no assurance.
 
 Our business will have no revenues
unless and until we close the Agreement to acquireNew Media Television
(Europe) Limited (“NMTV”).
 
 Since
July 17, 2000 (inception), and as of August 31, 2008, we had incurred a net loss
of $5,611,446. Because we do not anticipate having any revenues until such time
as we consummate the Agreement, we are likely to incur a net operating loss that
will increase continuously until we are able to close the transaction. There can
be no assurance, however, that we will be able to close the Agreement or,
alternatively, to identify a suitable enterprise in this regard and consummate a
business combination, either eventually or at all.
 
 Our
business is difficult to evaluate because we have no operating
history.
 
 Because
we are a development-stage company with no operating history or revenue and only
minimal assets, meaningfully evaluating our prospects is uniquely challenging.
Until such time that we close the Agreement, prospective investors will not have
the benefit of being able to assess future operating performance on the basis of
historical operating performance.
 
 It
should not be assumed that the Share Exchange Agreement will be
consummated.
 
 Among
other conditions, consummation of the “Agreement” is subject to the preparation
and filing, and the causing to be declared effective by the SEC, covering the
issuance by us of the Preferred Shares to shareholders (“Exchanging
Shareholders”) mentioned in the Agreement,. Further, in accordance with its
terms, the Agreement may only be terminated by Exchanging Shareholders if we
breach any representation, warranty, covenant or agreement on our part
contained in the Agreement. There can be no assurance that all of the conditions
to closing will be satisfied or that events will occur that will give rise to a
justified termination of the Merger Agreement on the part of NMTV prior to
closing. In the event that some or all of the conditions to closing are not
satisfied, or that events occur that give rise to a justified termination of the
Agreement on the part of the Company prior to closing, the Agreement may not be
consummated.
 
 6
 If
the Agreement is consummated, we will require substantial additional funding,
and our failure to raise additional capital necessary to support and expand our
operations could reduce our ability to compete and could harm our
business.
 
 If the
agreement is consummated, one of the Conditions of Closing is working capital of
a minimum of $685,000 which will be utilized to cover the infrastructure costs
of a public company regulatory and investor awareness programs during the first
year following the Share Exchange with ANHL. Thereafter, we will likely need to
raise substantial additional capital in fiscal years 2009 and beyond through
equity and debt financing for continued technology research, development and
commercialization, for any specific projects that we determine to develop, to
support possible additional expansion of our existing operations, and for our
general and administrative expenses from operations. We may also need to raise
funds in order to respond to competitive pressures or acquire complementary
energy related products, services, businesses and/or technologies. We cannot
assure you that any such financing will be available to us in the future on
acceptable terms or at all. If the Agreement is consummated, and if we cannot
raise required funds on acceptable terms, we may not be able to,
among
  ·
              Pursue
      new development projects
 ·
              Maintain
      our general and administrative expenses at required levels, including the
      hiring and training of personnel;
 ·
              Develop
      and expand our operations and business infrastructure;
  or
 ·
              Respond
      to competitive pressures or unanticipated capital
      requirements.
  However,
the funding for the intended venture has been private, and we would expect that
to be the first approach followed in the short and medium term going
forward.
 
 If
the Agreement is consummated, our business model and strategies may have to
change from time to time in the pursuit of profitability.
 
 If the
Agreement is consummated, we will still be a company in an early stage of
development. Despite the fact that our proposed business strategies in such
event will incorporate our senior management’s then-current best analysis of
potential markets, opportunities and difficulties that face us, no assurance can
be given that the underlying assumptions upon which they base their decisions
will accurately reflect current trends in our industry or our prospective
customers’ reaction to our products and services or that such products or
services will be embraced, or even accepted, by the market. Our business model
and strategies may and likely will change substantially from time to time as our
senior management reassesses its opportunities from time to time and reallocates
its resources, and any such model and/or strategies may be changed or abandoned
at any point in the process. If the Agreement is consummated and we are unable
to develop or implement any such model or strategies through our projects and
our technology, we may never achieve profitability. And even if we do achieve
profitability, we can predict neither its sustainability nor its
level.
 
 Our
stockholders will have a minority voting interest in the Company following the
closing of the Agreement.
 
 Upon
closing the Agreement our stockholders would own than 25% of the voting shares
of the Company. The stockholders of the acquired company would therefore be able
to control the election of our board of directors and effectively control our
Company.
 
 7
  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 at c/o Paykin, Mahon, Rooney & Krieg, LLP, 185 Madison
Avenue, New York, NY 10016. We do not pay rent for our executive
offices.  We believe that our current offices are sufficient for our
immediate and near-term needs.
  Item
3. Legal Proceedings
  None
  Item
4. Submission of Matters to a Vote of Security Holders
  There
were no matters submitted to a vote of security holders during the fourth
quarter of the fiscal year ended August 31, 2008.
 
 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."
 
 8
 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, 2007:
                          High
      Bid
                          Low
      BidFirst
      Quarter
                          $0.005
                          $0.004Second
      Quarter
                          $0.049
                          $0.035Third
      Quarter
                          $0.085
                          $0.025Fourth
      Quarter
                          $0.060
                          $0.010Year
      Ended August 31, 2008:
                          High
      Bid
                          Low
      BidFirst
      Quarter
                          $0.055
                          $0.013Second
      Quarter
                          $0.060
                          $0.018Third
      Quarter
                          $0.058
                          $0.020Fourth
      Quarter
                          $0.040
                          $0.016
 
 The last
reported sale price of our common stock on the OTC Electronic Bulletin Board on
December 15, 2008 was $0.015 per share.  As of December 15, 2008,
there were approximately 100 holders of record of our common stock.
 
 Dividends
 
 We have
never declared any cash dividends with respect to our common stock. Future
payment of dividends is within the discretion of our board of directors and will
depend on our earnings, capital requirements, financial condition and other
relevant factors. Although there are no material restrictions limiting, or that
are likely to limit our ability to pay dividends on our common stock, we
presently intend to retain future earnings, if any, for use in our business and
have no present intention to pay cash dividends on our common
stock.
 
 Equity
Compensation Plan Information
 
 We did
not issue any securities pursuant to equity compensation plans during the year
ended August 31, 2008.
 
 Recent
Sales of Unregistered Securities
 
 In
November 2008, we issued an aggregate of 5,000,000 shares of common stock to our
directors and executive officers upon the exercise of options previously granted
to such individuals (September 2007 and September 2008). The Company received a
total of $127,500 as consideration for such exercise. We relied upon the
exemption form registration provided by Section 4(2) of the Securities Act of
1933, as amended (the "Act"), for such issuance.
 
 In
January 2007, we issued an aggregate of 10,000,000 shares of common stock to
three unaffiliated investors upon the conversion of an aggregate of $100,000
principal amount of 0.00% Convertible Debentures due March 24, 2005. The
debentures were issued to Silverlake Holdings, Inc. on September, 24, 2004 and
December 24, 2004, respectively, pursuant to an exemption from registration
provided by Section 4(2) of the Act and were subsequently sold to the
investors.
 
  9
 Item
6. Selected Financial Data
  As a
“smaller reporting company”, as defined by Rule 10(f)(1) of Regulation S-K, the
Company is not required to provide this information.
  Item
7. Management’s Discussion and Analysis of Financial Condition and Plan of
Operation
  The
following Plan of Operation should be read in conjunction with our consolidated
financial statements and notes thereto appearing elsewhere in this
Report.
 
 We are a
development stage company. We have not generated any revenues. There is
presently no business being conducted by the Company. During the first half of
the fiscal year ended August 31, 2007, we continued to look for merger and
acquisition candidates in related and unrelated fields.
 
 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 is subject to the fulfillment of
certain conditions, including the filing by the Company of all reports required
to be filed by it under the Exchange Act and the satisfactory completion of the
audit of NMTV's financial statements for each of its past three fiscal years. In
addition, the Company has agreed that there will be no more than 42,435,315
shares of its common stock outstanding at closing. No assurance can be given
that the transaction will be completed.
 
 We have
financed our activities to date from sales of debentures and loans from
shareholders, officers and third parties. As at August 31, 2008 we had an
accumulated deficit of $5,611,446. 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.
 
 
 
 10
 
 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
February 2007, the FASB issued FASB Statement No. 159 “The Fair Value Option for Financial
Assets and Financial Liabilities—Including an amendment of FASB Statement No.
115”. This Statement permits entities to choose to measure many financial
instruments and certain other items at fair value. The objective is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the FASB’s long-term measurement
objectives for accounting for financial instruments. This Statement applies to
all entities, including not-for-profit organizations. Most of the provisions of
this Statement apply only to entities that elect the fair value option. The fair
value option:
  ·
              May
      be applied instrument by instrument, with a few exceptions, such as
      investments otherwise accounted for by the equity
method·
              Is
      irrevocable (unless a new election date occurs)·
              Is
      applied only to entire instruments and not to portions of
      instruments.
 
 This
Statement is effective as of the beginning of an entity’s first fiscal year that
begins after November 15, 2007. Early adoption is permitted as of the beginning
of a fiscal year that begins on or before November 15, 2007, provided the entity
also elects to apply the provisions of FASB Statement No. 157, “Fair Value Measurements”. No
entity is permitted to apply this Statement retrospectively to fiscal years
preceding the effective date unless the entity chooses early adoption. The
choice to adopt early should be made after issuance of this Statement but within
120 days of the beginning of the fiscal year of adoption, provided the entity
has not yet issued financial statements, including required notes to those
financial statements, for any interim period of the fiscal year of adoption.
This Statement permits application to eligible items existing at the effective
date (or early adoption date). However, the amendment to FASB Statement No. 115,
“Accounting for Certain
Investments in Debt and Equity Securities,” applies to all entities with
available-for-sale and trading securities. Some requirements apply differently
to entities that do not report net income. The following are eligible items for
the measurement option established by this Statement:
 
 1.
              Recognized
      financial assets and financial liabilities
  except:
 
 a)
              An
      investment in a subsidiary that the entity is required to
      consolidate;b)
              An
      interest in a variable interest entity that the entity is required to
      consolidate;
 
 11
 c)
                Employers’
      and plans’ obligations (or assets representing net overfunded positions)
      for pension benefits, other postretirement benefits (including health care
      and life insurance benefits), postemployment benefits, employee stock
      option and stock purchase plans, and other forms of deferred compensation
      arrangements, as defined in FASB Statements No. 35, “Accounting and Reporting by
      Defined Benefit Pension Plans”, No. 87, “Employers’ Accounting for
      Pensions”, No. 106, “Employers’ Accounting for
      Postretirement Benefits Other Than Pensions”, No. 112, “Employers’ Accounting for
      Postemployment Benefits”, No. 123 (revised December 2004), “Share-Based Payment”, No. 43,
      “Accounting for Compensated Absences”, No. 146, “Accounting for Costs
      Associated with Exit or Disposal Activities”, and No. 158, “Employers’ Accounting for
      Defined Benefit Pension and Other Postretirement Plans”, and APB
      Opinion No. 12, “Omnibus
      Opinion—1967”;d)
                Financial
      assets and financial liabilities recognized under leases as defined in
      FASB Statement No. 13, “Accounting for Leases”
      (This exception does not apply to a guarantee of a third-party lease
      obligation or a contingent obligation arising from a cancelled
      lease.);
 e)
                Deposit
      liabilities, withdrawable on demand, of banks, savings and loan
      associations, credit unions, and other similar depository
      institutions;f)
                Financial
      instruments that are, in whole or in part, classified by the issuer as a
      component of shareholder’s equity (including “temporary equity”). An
      example is a convertible debt security with a noncontingent beneficial
      conversion feature.
 
 2.
                Firm
      commitments that would otherwise not be recognized at inception and that
      involve only financial
instruments;
 
 3.
              Nonfinancial
      insurance contracts and warranties that the insurer can settle by paying a
      third party to provide those goods or services;
  and
 
 4.
              Host
      financial instruments resulting from separation of an embedded
      nonfinancial derivative instrument from a nonfinancial hybrid
      instrument.
 
 The fair
value option established by this Statement permits all entities to choose to
measure eligible items at fair value at specified election dates. A business
entity shall report unrealized gains and losses on items for which the fair
value option has been elected in earnings (or another performance indicator if
the business entity does not report earnings) at each subsequent reporting date.
A not-for-profit organization shall report unrealized gains and losses in its
statement of activities or similar statement.
 
 In March
2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”)
No. 161, Disclosures
about Derivative Instruments and Hedging Activities, an amendment of FASB
Statement No. 133,which requires additional disclosures about the
objectives of the derivative instruments and hedging activities, the method of
accounting for such instruments under SFAS No. 133 and its related
interpretations, and a tabular disclosure of the effects of such instruments and
related hedged items on our financial position, financial performance, and cash
flows. SFAS No. 161 is effective for the Company beginning November 30,
2008. Management believes that, for the foreseeable future, this Statement will
have no impact on the financial statements of the Company once
adopted.
 
 12
 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
 
 Income
taxes are accounted for in accordance with SFAS No. 109, Accounting for Income
Taxes. SFAS No. 109 requires the recognition of deferred tax assets and
liabilities to reflect the future tax consequences of events that have been
recognized in the Company’s financial statements or tax returns. Measurement of
the deferred items is based on enacted tax laws. In the event the future
consequences of differences between financial reporting bases and tax bases of
the Company’s assets and liabilities result in a deferred tax asset, SFAS No.
109 requires an evaluation of the probability of being able to realize the
future benefits indicated by such assets. A valuation allowance related to a
deferred tax asset is recorded when it is more likely than not that some or the
entire deferred tax asset will not 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.
  
 13
 ITEM
8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 Report
      of Independent Registered Public Accounting Firm
                    F-1Consolidated
      Balance Sheets
                    F-2Consolidated
      Statements of Operations
                    F-3Consolidated
      Statement of Stockholders' Deficit
                    F-4Consolidated
      Statements of Cash Flows
                    F-5Notes
      to Consolidated Financial Statements
                    F-6
 
 14
  REPORT OF
INDEPENDENT REGISTERED PUBLICACCOUNTING
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, 2008 and 2007 and the related
consolidated statements of operations, stockholders’ deficit and cash flows for
the years ended August 31, 2008 and 2007 and for the period July 17, 2000
(inception) to August 31, 2008.  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, 2008 and 2007, and the results of
their operations and their cash flows for the years ended August 31, 2008 and
2007, and the period from July 17, 2000 (inception) to August 31, 2008, 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, 2008 of approximately $5,611,000. The
Company incurred a net loss for the year ended August 31, 2008 of approximately
$390,000 and has negative working capital at August 31, 2008 of approximately
$798,000. 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
 January
2, 2008
  F-1
  RTG
      VENTURES, INC. AND SUBSIDIARY(A
      Development Stage Company)CONSOLIDATED
      BALANCE SHEET  August
      31,2008
                        
                        
                        2007ASSETSCURRENT
      ASSETS - CASH
                        
                        $
                        70
                        
                        
                        $
                        342TOTAL
                        
                        $
                        70
                        
                        
                        $
                        342LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
                        
                        $
                        773,447
                        
                        
                        $
                        442,146Loans
      payable
                        
                        
                        -
                        
                        
                        
                        129,940Notes
      payable
                        
                        
                        25,000
                        
                        
                        
                        -TOTAL
      CURRENT LIABILITIES
                        
                        
                        798,447
                        
                        
                        
                        572,086STOCKHOLDERS'
      DEFICITPreferred
      stock, par value .001;authorized
      2,000,000 shares, issued - none
                        
                        
                        -
                        
                        
                        
                        -Common
      stock, par value .001; authorized 200,000,000shares;
      issued and outstanding 118,818,885 shares
                        
                        
                        118,819
                        
                        
                        
                        118,819Additional
      paid in capital
                        
                        
                        4,694,250
                        
                        
                        
                        4,530,810Deficit
      accumulated during development stage
                        
                        
                        (5,611,446
                        )
                        
                        
                        (5,221,373
                        )TOTAL
      STOCKHOLDERS' DEFICIT
                        
                        
                        (798,377
                        )
                        
                        
                        (571,744
                        )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                        
                        $
                        70
                        
                        
                        $
                        342
 
  
 
 See
accompanying notes to consolidated financial statements
 
 F-2
  RTG
      VENTURES, INC. AND SUBSIDIARY(A
      Development Stage Company)CONSOLIDATED
      STATEMENTS OF
OPERATIONS
  CumulativeFrom
      July 17, 2000Year
      ended August 31,
                                        
                                        
                                        (Inception)2008
                                        
                                        
                                        2007
                                        
                                        
                                        To
      August 31, 2008REVENUES
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -
                                        
                                        
                                        $
                                        -COSTS
      AND EXPENSES:General
      and administrative
                                        
                                        
                                        417,359
                                        
                                        
                                        
                                        376,093
                                        
                                        
                                        
                                        4,226,550Impairment
      of intangibles
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        26,475Interest
      expense
                                        
                                        
                                        7,500
                                        
                                        
                                        
                                        650,000
                                        
                                        
                                        
                                        904,500Merger
      and acquisition costs
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        634,751LOSS
      BEFORE OTHER INCOME
                                        
                                        
                                        (424,859
                                        )
                                        
                                        
                                        (1,026,093
                                        )
                                        
                                        
                                        (5,792,276
                                        )OTHER
      INCOME – FORGIVENESS OF DEBT
                                        
                                        
                                        34,786
                                        
                                        
                                        
                                        6,629
                                        
                                        
                                        
                                        180,830NET
      LOSS
                                        
                                        $
                                        (390,073
                                        )
                                        
                                        $
                                        (1,019,464
                                        )
                                        
                                        $
                                        (5,611,446
                                        )NET
      LOSS PER SHARE:Basic
      and Diluted
                                        
                                        $
                                        (0.00
                                        )
                                        
                                        $
                                        (0.01
                                        )WEIGHTED
      AVERAGE NUMBER OF SHARES:Basic
      and Diluted
                                        
                                        
                                        118,818,885
                                        
                                        
                                        
                                        113,610,552
 
  
 
 
 See
accompanying notes to consolidated financial statements
  F-3
  RTG
      VENTURES, INC. AND SUBSIDIARY(A
      Development Stage Company)CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS'
DEFICIT
  Common
      Stock
                  
                  
                  Additional
      Paid in
                  
                  
                  Deficit
      Accumulated During Development
                  
                  
                  Total
      Stockholders'Shares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  Stage
                  
                  
                  Deficit(Restated)Balance,  July
      17, 2000 to May 31,  2002
                  
                  
                  5,208,000
                  
                  
                  $
                  5,208
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  5,208Issuance
      of common stock for services
                  
                  
                  500,000
                  
                  
                  
                  500
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  500Reverse
      acquisition of RTG
                  
                  
                  22,750,000
                  
                  
                  
                  22,750
                  
                  
                  
                  84,656
                  
                  
                  
                  -
                  
                  
                  
                  107,406Shares
      issued for certain intangible rights
                  
                  
                  3,725,000
                  
                  
                  
                  3,725
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,725Value
      of stock options / warrants issued
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  4,500
                  
                  
                  
                  -
                  
                  
                  
                  4,500Exchange
      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
                  
                  
                  
                  -
                  
                  
                  
                  4,500Net
      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
                  
                  
                  
                  -
                  
                  
                  
                  240,000Shares
      issued for exercise of options and warrants
                  
                  
                  3,500,000
                  
                  
                  
                  3,500
                  
                  
                  
                  611,500
                  
                  
                  
                  -
                  
                  
                  
                  615,000Value
      of stock options issued
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,078,000
                  
                  
                  
                  -
                  
                  
                  
                  1,078,000Shares
      issued for payment of accounts payable and services
                  
                  
                  2,100,000
                  
                  
                  
                  2,100
                  
                  
                  
                  634,900
                  
                  
                  
                  -
                  
                  
                  
                  637,000Net
      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
                  
                  
                  
                  
                  
                  
                  
                  13,500Shares
      issued for payment of accounts payable and services
                  
                  
                  65,935,885
                  
                  
                  
                  65,936
                  
                  
                  
                  1,037,781
                  
                  
                  
                  -
                  
                  
                  
                  1,103,717Shares
      cancelled
                  
                  
                  (300,000
                  )
                  
                  
                  (300
                  )
                  
                  
                  (89,700
                  )
                  
                  
                  -
                  
                  
                  
                  (90,000
                  )Shares
      issued for exercise of options and warrant
                  
                  
                  2,450,000
                  
                  
                  
                  2,450
                  
                  
                  
                  58,000
                  
                  
                  
                  -
                  
                  
                  
                  60,450Interest
      expense
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  100,000
                  
                  
                  
                  -
                  
                  
                  
                  100,000Net
      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
                  
                  
                  
                  -
                  
                  
                  
                  8,000Value
      of stock options granted
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  6,123
                  
                  
                  
                  -
                  
                  
                  
                  6,123Net
      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
                  
                  
                  
                  -
                  
                  
                  
                  650,000Shares
      issued for exercise of options
                  
                  
                  2,500,000
                  
                  
                  
                  2,500
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,500Shares
      issued for conversion of debentures
                  
                  
                  10,000,000
                  
                  
                  
                  10,000
                  
                  
                  
                  90,000
                  
                  
                  
                  -
                  
                  
                  
                  100,000Net
      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
                  
                  
                  
                  -
                  
                  
                  
                  33,500Extinguishment
      of debt
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  129,940
                  
                  
                  
                  -
                  
                  
                  
                  129,940Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (390,073
                  )
                  
                  
                  (390,073
                  )Balance,
      August 31, 2008
                  
                  
                  118,818,885
                  
                  
                  $
                  118,819
                  
                  
                  $
                  4,694,250
                  
                  
                  $
                  (5,611,446
                  )
                  
                  $
                  (798,377
                  )
   F-4
  RTG
      VENTURES, INC. AND SUBSIDIARY(A
      Development Stage Company)CONSOLIDATED
      STATEMENT OF CASH FLOWS  Cumulative
      FromYear
      ended August 31,
                        
                        
                        July
      17, 2000 (Inception)2008
                        
                        
                        2007
                        
                        
                        To
      August 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                        
                        $
                        (390,073
                        )
                        
                        $
                        (1,019,464
                        )
                        
                        $
                        (5,609,563
                        )Adjustments
      to reconcile net loss tonet
      cash used in operating activities:Stock
      based compensation
                        
                        
                        33,500
                        
                        
                        
                        -
                        
                        
                        
                        2,242,123Impairment
      of intangibles
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        26,475Shares
      issued in payment of interest expense
                        
                        
                        -
                        
                        
                        
                        650,000
                        
                        
                        
                        750,000Other
      income
                        
                        
                        -
                        
                        
                        
                        (6,629
                        )
                        
                        
                        (146,044
                        )Changes
      in assets and liabilities:Notes
      receivable
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        88,178Refundable
      income taxes
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        2,257Accounts
      payable and accrued expenses
                        
                        
                        323,801
                        
                        
                        
                        246,495
                        
                        
                        
                        2,364,587Accrued
      interest
                        
                        
                        7,500
                        
                        
                        
                        -
                        
                        
                        
                        5,617Total
      adjustments
                        
                        
                        364,801
                        
                        
                        
                        889,866
                        
                        
                        
                        5,333,193NET
      CASH USED IN OPERATING ACTIVITIES
                        
                        
                        (25,272
                        )
                        
                        
                        (129,598
                        )
                        
                        
                        (276,370
                        )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from loan/note payable
                        
                        
                        25,000
                        
                        
                        
                        129,940
                        
                        
                        
                        254,940Capital
      contribution
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        21,500NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                        
                        
                        25,000
                        
                        
                        
                        129,940
                        
                        
                        
                        276,440INCREASE
      (DECREASE) IN CASH
                        
                        
                        (272
                        )
                        
                        
                        342
                        
                        
                        
                        70CASH
      - BEGINNING OF PERIOD
                        
                        
                        342
                        
                        
                        
                        -
                        
                        
                        
                        -CASH
      - END OF PERIOD
                        
                        $
                        70
                        
                        
                        $
                        342
                        
                        
                        $
                        70CASH
      PAID FOR :Interest
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Taxes
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Supplemental
      Cash Flow Information:Non-Cash
      Investing and Financing ActivitiesAdjustment
      to additional paid in capital to record extinguishment of note
      payable
                        
                        $
                        129,940
                        
                        
                        $
                        -
                        
                        
                        $
                        -Common
      stock issued for payment of accounts payable and loans
    payable
                        
                        $
                        -
                        
                        
                        $
                        750,000
                        
                        
                        $
                        1,525,217Proceeds
      from exercise of option and warrants offset in payment of accounts
      payable
                        
                        $
                        -
                        
                        
                        $
                        2,500
                        
                        
                        $
                        677,950Acquisition
      of intangibles for common stock
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        26,475
 
 
 
 See
accompanying notes to consolidated financial statements
  F-5
 
 RTG
VENTURES, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE
1 - NATURE OF BUSINESS
 
 RTG
Ventures, Inc. ("RTG" or the "Company") was incorporated in the state of Florida
in September 1998 and was inactive until May 2003 when it acquired 100% of the
outstanding common stock of MJWC, Inc. ("MJWC"), a British Virgin Island
corporation, which is in the development stage.
 
 MJWC was
formed on July 17, 2000 and holds the contractual rights to promote and organize
the Chinese Poker Championship, the Mah Jong Championship, and Chinese Chess
Championship. On May 21, 2003 MJWC was acquired by RTG for 22,750,000 shares of
RTG stock (the "Exchange"). The Exchange was completed pursuant to the Agreement
and Plan of Reorganization between MJWC and RTG. The Exchange has been accounted
for as a reverse acquisition under the purchase method for business
combinations. Accordingly, the combination of the two companies was recorded as
a recapitalization of MJWC, pursuant to which MJWC is treated as the continuing
entity.
 
 Effective
August 27, 2003 the Company changed their fiscal year end from May 31 to August
31.
 
 On May
22, 2003, the Company increased the number of authorized shares of common stock
from 20,000,000 to 50,000,000.
 
 On
November 18, 2004, the Company increased the number of authorized shares of
common stock from 50,000,000 to 100,000,000.
 
 On August
12, 2005, the Company increased the number of authorized shares of no par value
common stock from 100,000,000 to 200,000,000 and authorized capital of 2,000,000
no par value preferred shares. The Company amended both common and preferred
stocks to reflect a par value of $.001 per share.
 
 NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES
 
 Basis
of Consolidation
 
 The
consolidated financial statements include the accounts of the Company and its
wholly owned subsidiary MJWC, Inc. All significant inter-company transactions
are eliminated.
 
 Use
of Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities, at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
 
 Income
Taxes
 
 The
Company accounts for income taxes under Statement of Financial Accounting
Standers No.109, "Accounting for Income Taxes" ("SFAS109"). SFAS 109 requires
the recognition of deferred tax assets and liabilities for both the expected
impact of differences between the financial statements and tax basis of assets
and liabilities, and for the expected future tax benefit to be derived from tax
losses and tax credit carryforwards. SFAS 109 additionally requires the
establishment of a valuation allowance to reflect the likelihood of realization
of deferred tax asset.
 
 
 F-6
 RTG
VENTURES, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 Computation
of Net Loss Per Share
 
 The
Company presents basic loss per share and, if appropriate, diluted earnings per
share in accordance with SFAS 128, "Earnings Per Share ("SFAS 128"). Under SFAS
128 basic net loss per share is computed by dividing net income (loss) for the
period by the weighted-average number of 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, 2008 for fiscal year ended August
31, 2007, 2,500,000 stock options were outstanding.
 
 Fair
Value of Financial Instruments
 
 The
Company's financial instruments consist of accounts payable, accrued expenses
and loans payable. The Company considers the carrying amounts of these financial
instruments to approximate fair value due to the short-term nature of these
liabilities.
 
 Stock
Based Compensation
 
 We
account for the grant of stock options and restricted stock awards in accordance
with SFAS 123R, “Share-Based Payment, an Amendment of FASB Statement No. 123”
(“SFAS 123R”). SFAS 123R requires companies to recognize in the statement of
operations the grant-date fair value of stock options and other equity based
compensation.
 
 Recently
Issued Accounting Pronouncements
 
 In
February 2007, the FASB issued FASB Statement No. 159 “The Fair Value Option for Financial
Assets and Financial Liabilities—Including an amendment of FASB Statement No.
115”. This Statement permits entities to choose to measure many financial
instruments and certain other items at fair value. The objective is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the FASB’s long-term measurement
objectives for accounting for financial instruments. This Statement applies to
all entities, including not-for-profit organizations. Most of the provisions of
this Statement apply only to entities that elect the fair value option. The fair
value option:
  ·
              May
      be applied instrument by instrument, with a few exceptions, such as
      investments otherwise accounted for by the equity
method·
              Is
      irrevocable (unless a new election date occurs)·
              Is
      applied only to entire instruments and not to portions of
      instruments.
 
 This
Statement is effective as of the beginning of an entity’s first fiscal year that
begins after November 15, 2007. Early adoption is permitted as of the beginning
of a fiscal year that begins on or before November 15, 2007, provided the entity
also elects to apply the provisions of FASB Statement No. 157, “Fair Value Measurements”. No
entity is permitted to apply this Statement retrospectively to fiscal years
preceding the effective date unless the entity chooses early adoption. The
choice to adopt early should be made after issuance of this Statement but within
120 days of the beginning of the fiscal year of adoption, provided the entity
has not yet issued financial statements, including required notes to those
financial statements, for any interim period of the fiscal year of adoption.
This Statement permits application to eligible items existing at the effective
date (or early adoption date). However, the amendment to FASB Statement No. 115,
“Accounting for Certain
Investments in Debt and Equity Securities,” applies to all entities with
available-for-sale and trading securities. Some requirements apply differently
to entities that do not report net income. The following are eligible items for
the measurement option established by this Statement:
 
 F-7
 
 RTG
VENTURES, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 1.
              Recognized
      financial assets and financial liabilities
  except:
 
 a)
              An
      investment in a subsidiary that the entity is required to
      consolidate;b)
              An
      interest in a variable interest entity that the entity is required to
      consolidate;
 c)
              Employers’
      and plans’ obligations (or assets representing net overfunded positions)
      for pension benefits, other postretirement benefits (including health care
      and life insurance benefits), postemployment benefits, employee stock
      option and stock purchase plans, and other forms of deferred compensation
      arrangements, as defined in FASB Statements No. 35, “Accounting and Reporting by
      Defined Benefit Pension Plans”, No. 87, “Employers’ Accounting for
      Pensions”, No. 106, “Employers’ Accounting for
      Postretirement Benefits Other Than Pensions”, No. 112, “Employers’ Accounting for
      Postemployment Benefits”, No. 123 (revised December 2004), “Share-Based Payment”, No. 43,
      “Accounting for Compensated Absences”, No. 146, “Accounting for Costs
      Associated with Exit or Disposal Activities”, and No. 158, “Employers’ Accounting for
      Defined Benefit Pension and Other Postretirement Plans”, and APB
      Opinion No. 12, “Omnibus
      Opinion—1967”;d)
              Financial
      assets and financial liabilities recognized under leases as defined in
      FASB Statement No. 13, “Accounting for Leases”
      (This exception does not apply to a guarantee of a third-party lease
      obligation or a contingent obligation arising from a cancelled
      lease.);
 e)
              Deposit
      liabilities, withdrawable on demand, of banks, savings and loan
      associations, credit unions, and other similar depository
      institutions;f)
              Financial
      instruments that are, in whole or in part, classified by the issuer as a
      component of shareholder’s equity (including “temporary equity”). An
      example is a convertible debt security with a noncontingent beneficial
      conversion feature.
 
 2.
              Firm
      commitments that would otherwise not be recognized at inception and that
      involve only financial instruments;
 
 3.
              Nonfinancial
      insurance contracts and warranties that the insurer can settle by paying a
      third party to provide those goods or services;
  and
 
 4.
              Host
      financial instruments resulting from separation of an embedded
      nonfinancial derivative instrument from a nonfinancial hybrid
      instrument.
 
 The fair
value option established by this Statement permits all entities to choose to
measure eligible items at fair value at specified election dates. A business
entity shall report unrealized gains and losses on items for which the fair
value option has been elected in earnings (or another performance indicator if
the business entity does not report earnings) at each subsequent reporting date.
A not-for-profit organization shall report unrealized gains and losses in its
statement of activities or similar statement.
 
 In March
2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”)
No. 161, Disclosures
about Derivative Instruments and Hedging Activities, an amendment of FASB
Statement No. 133,which requires additional disclosures about the
objectives of the derivative instruments and hedging activities, the method of
accounting for such instruments under SFAS No. 133 and its related
interpretations, and a tabular disclosure of the effects of such instruments and
related hedged items on our financial position, financial performance, and cash
flows. SFAS No. 161 is effective for the Company beginning November 30,
2008. Management believes that, for the foreseeable future, this Statement will
have no impact on the financial statements of the Company once
adopted.
 
 
 F-8
 RTG
VENTURES, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE
3 - GOING CONCERN
 
 The
Company's consolidated financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a
going concern, which contemplates the realizations of assets and liquidation of
liabilities in the normal course of business. The Company has incurred an
accumulated deficit for the period from July 17, 2000 (inception) through August
31, 2008 of $5,611,446 and had negative working capital at August 31, 2008 of
$798,377. The Company incurred a net loss for the year ended August 31, 2008 of
$390,073. These factors, among others, raise substantial doubt about its ability
to continue as a going concern. In order to continue as a going concern, the
Company will need, among other things, additional capital resources.
Management's plans to obtain such resources for the Company include (1)
obtaining capital from management and significant stockholders sufficient to
meet its minimal operating expenses, and (2) seeking out and completing a merger
with an existing operating company.
 
 NOTE
4 - NOTES PAYABLE
 
 In July
2008, the Company issued a note for $25,000. The note was payable on September
30, 2008 and is currently in default. Accrued interest totaled $12,500 on
September 30, 2008 and will continue to accrue interest and penalties of $100
per day until the note is satisfied.
 
 In
September 2004 the Company issued an interest free $60,000 convertible debenture
which was convertible into 6,000,000 common shares at $.01 per share. In
December 2004 the Company issued a similar $40,000 debenture, convertible into
4,000,000 common shares. A value of 100,000 was attributed to the beneficial
conversion of the notes and was amortized as interest expense during the year
ended August 31, 2005. On January 30, 2007, the Company issued 10,000,000 shares
to the debenture holder, having a market value of $.075 per share, in full
settlement of the outstanding debentures payable. The excess market value of the
shares over the note payable ($650,000) was charged to interest expense and
credited to paid-in-capital.
 
 NOTE
5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 
 At August
31, 2008 and 2007 accounts payable and accrued expenses consisted of the
following:
 
 2008
                  
                  
                  2007Trade
      payables
                  
                  $
                  41,704
                  
                  
                  $
                  45,663Professional
      fees
                  
                  
                  68,978
                  
                  
                  
                  31,220Officers
      compensation
                  
                  
                  655,265
                  
                  
                  
                  365,263Total
                  
                  $
                  773,447
                  
                  
                  $
                  442,146
  NOTE
6 - LOANS PAYABLE
 
 At August
31, 2007 certain merger participants advanced $129,940 to the Company in
anticipation of the completion of the pending transaction. The capital infusion
was intended to facilitate the merger and was stated as non-refundable in the
Amendment to the Share Exchange Agreement filed on December 21, 2007. This has
been accounted for as an adjustment to additional paid in capital by the
Company. No shares of the Company's common stock were exchanged as consideration
for this transaction.
 
 
 F-9
 RTG
VENTURES, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE
7 - COMMON STOCK
 
 On
January 30, 2007 a total of 2,500,000 common shares were issued to the
aforementioned officers upon exercise of their options for a total consideration
of $2,500.The Company concurrently issued 10,000,000 common shares to the
debenture holder as full payment of the outstanding payable. See note
4.
 
 In
November 2008, Linda Perry an officer of the Company, exercised 3,000,000 stock
options at an average exercise price of $.0255 per share or $76,500 in the
aggregate and Lancer Corporation a related party exercised 2,000,000 stock
options at an average exercise price of $.0255 or $51,000 in the aggregate.
These amounts were offset against officer compensation. During the fiscal year
ended August 31, 2008 there were no other exercises of stock options by the
named executives. The named executives have never received stock appreciation
rights.
 
 NOTE
8 - STOCK OPTIONS
 
 On
September 1, 2007, the Company granted 2,500,000 stock options with a fair value
of $33,500 as reported in the financial statements at November 30, 2007. The
Black - Scholes option valuation model was used to estimate the fair value of
the options granted in September 1, 2007. 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.
 
 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 option 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:
 
 Exercise
      price
                  $
      0.017Market
      price
                  $
      0.017Risk-free
      interest rate
                  4.25%Expected
      life in years
                  1
      yearExpected
      volatility
                  276%
 
 2,500,000
options to management and directors were outstanding as of August 31, 2008,
which were exercised in November 2008.
 
 NOTE
9 - INCOME TAXES
 
 The
Company accounts for income taxes under Statement of Financial Accounting
Standard No.109, "Accounting for Income Taxes" ("SFAS109"). This standard
requires recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and tax basis of
assets and liabilities, and for the expected future tax benefit to be derived
from tax losses and tax credit carry-forwards. SFAS 109 additionally requires
the establishment of a valuation allowance to reflect the likelihood of
realization of deferred tax assets.
 
 
 F-10
 
 RTG
VENTURES, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 For the
years ended August 31, 2008 and 2007, the benefit for income taxes differed from
the amounts computed by applying the statutory federal income tax rate of 34
percent to loss before provision for income taxes. The reconciliation is as
follows:
 
 Year
      Ended August 31,2008
                    
                    
                    2007Benefit
      computed at statutory rate
                    
                    $
                    (133,000
                    )
                    
                    $
                    (319,000
                    )State
      tax (benefit), net of federal affect
                    
                    
                    (16,000
                    )
                    
                    
                    (38,000
                    )Permanent
      difference
                    
                    
                    13,000
                    
                    
                    
                    319,000Increase
      in valuation allowance
                    
                    
                    136,000
                    
                    
                    
                    38,000Net
      income tax benefit
                    
                    $
                    -
                    
                    
                    $
                    -
 
 The
Company has net operating loss carry-forwards for income tax totaling purposes
approximately $1,310,000 at August 31, 2008 which expire variously through 2028.
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
                    
                    $
                    498,000Accrued
      officer compensation
                    
                    
                    249,000Valuation
      allowance
                    
                    
                    (747,000
                    )Net
      deferred tax asset
                    
                    $
                    -
  NOTE
10 - LITIGATION
 
 No such
items noted
 
 NOTE
11 - EMPLOYMENT AND CONSULTING AGREEMENTS
 
 In April
2006, the Company entered into three year employment and consulting agreements
with two officers for annual remuneration of $185,000 and $120,000. The Company
also granted stock options to purchase a combined total of 2,500,000 common
shares at a price of $.001 per share to such officers. The options vested
immediately and expire in April 2009. Additional options to purchase 2,500,000
common shares will be granted each September that the agreement is in effect,
starting 2007. Such option will be granted at market prices and expire after
five years from the date of the grant. The initial options were exercised in
full on January 30, 2007.
 
 On April
29, 2008, the Company entered into a consulting agreement with Midwest Stock
Consulting, LLC.  Per the term of the agreement the Company engaged Midwest
Stock Consulting LLC to provide investor relation
services.
 
 NOTE
12 - SHARE EXCHANGE AGREEMENT
 
 In March
2007 the Company signed a Definitive Agreement with Atlantic Network Holdings,
Ltd New Media TV Limited, both non U.S entities, and certain unaffiliated share
holders, whereby all of the above entities shares would be exchanged for
1,273,059 preferred shares of the Company with voting rights of 1 preferred
share equal to 100 common shares. The transaction remained pending as
of  December, 2008.
  F-11
 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
 
 There are not currently and have not been any
disagreements between us and our accountants on any matter of accounting
principles, practices or financial statement disclosure.
 
 ITEM
9A(T). CONTROLS AND PROCEDURES.
 
 Evaluation
of Disclosure Controls and Procedures
 
 As of
August 31, 2008, our management, consisting of our Chief Executive Officer and
our Chief Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures pursuant to Rule 13a-15(b) promulgated under the
Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that, as of August 31, 2008, 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, 2008. In making this assessment, our management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in Internal Control – Integrated Framework - Guidance
for Smaller Public Companies (the COSO criteria). Based on our assessment we
believe that, as of August 31, 2008, our internal control over financial
reporting is effective based on those criteria.
 
 This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting. Our
management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual
report.
 
 15
 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, 2008, with
respect to our directors and executive officers.
 
 Directors
serve until the next annual meeting of the stockholders; until their successors
are elected or appointed and qualified, or until their prior resignation or
removal. Officers serve for such terms as determined by our board of directors.
Each officer holds office until such  officer's successor is elected
or appointed and qualified or until such officer's earlier resignation or
removal. No family relationships exist between any of our present directors and
officers.
  Name
                                Age
                                PositionLinda
      Perry
                                48
                                Chief Executive
      Officer, President and
      DirectorBarrington
      Fludgate
                                62
                                Chief Financial
      Officer, Secretary and
      Director
 The
following is a brief account of the business experience of each of our Directors
and executive officers:
 
 Linda
Perry. Ms. Perry has served as our President, Chief Executive Officer and a
Director since September 1, 2003 (excepting the period from April 19, 2005 to
April 24, 2006). She has had an extensive career in global and entrepreneurial
businesses. As Chief Executive Officer and a Director of Far East Challenges,
Plc, Ms. Perry, in conjunction with the shareholders, led the strategic
development of RTGV's current enterprise. From 2001-2002, she was the senior
advisor to the Board of Directors of The Balli Group, Inc., 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 Exxon Corporation (NYSE
XOM) holding general management positions in finance, marketing and organization
(including corporate governance, management succession, and executive
compensation) with worldwide responsibility, from 1983-1996. Ms. Perry holds a
Masters in Business Administration (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.
  
 16
 Barrington
J. Fludgate. Mr. Fludgate has served as our Chief Financial Officer since
September 1, 2003 and as a Director since June 7, 2003 (excepting the period
from April 19, 2005 to April 24, 2006). From June 7, 2003 until August 31, 2003
he served as our President and Chief Executive Officer.  Since May
2003, Mr. Fludgate has also served as the Chief Executive Officer of Lancer
Corporation; a company that specializes in assisting non-US companies to enter
the US public market. Prior to 1994, Mr. Fludgate held the positions of
Chairman, CEO and CFO for Management Technologies Inc., a NASDAQ listed company
which he founded.  Mr. Fludgate has lectured on International Banking
to European, US, Asia and Eastern European banks. Mr. Fludgate has considerable
software experience, being the designer of one of the world's largest installed
banking systems.  He holds a Masters degree in Business Administration
from the City of London Business School.
  Board
Committees
  We
currently do not have any standing committees on our Board of Directors; our
full Board of Directors currently acts in such capacities.
  Audit
Committee
  We intend
to establish an Audit Committee of the Board of Directors, which will consist of
independent directors. The Audit Committee's duties would be to recommend to our
Board of Directors the engagement of independent auditors to audit our financial
statements and to review our accounting and auditing principles. The audit
committee would review the scope, timing and fees for the annual audit and the
results of audit examinations performed by the internal auditors and independent
public accountants, including their recommendations to improve the system of
accounting and internal controls. The Audit Committee would at all times be
composed exclusively of directors who are, in the opinion of our Board of
Directors, free from any relationship which would interfere with the exercise of
independent  judgment as a committee member and who possess an
understanding of financial statements and generally accepted accounting
principles.
  Compensation
Committee
  We intend
to establish a Compensation Committee of the Board of Directors. The
compensation committee would review and approve our salary and benefits
policies, including compensation of executive officers. The Compensation
Committee would also administer our stock option plans and recommend and approve
grants of stock options under such plans.
  Compensation
of Directors
  None of
our directors received any remuneration for acting as such. Directors are,
however, reimbursed for their expenses, if any, for attendance at meetings of
the Board of Directors. Our Board of Directors may designate from among its
members an Executive Committee and one or more other committees. No such
committees have been appointed to date.
  17
 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, 2007. 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, 2008, or 2007, except as follows:
 
 Name
      and
                  Fiscal
      year
                  
                  
                  
                  
                  
                  
                  Allprincipal
                  Ended
                  
                  
                  Other
                  Options/
                  Restricted
                  LTIP
                  otherposition
                  August
      31,
                  Salary
                  Bonus
                  Compensation
                  SARs
                  stock
      awards
                  Payouts
                  CompensationLinda
      Perry
                  2008
                  185,000
      (1)
                  0
                  0
                  1,500,000
      (5)
                  0
                  0
                  0President/CEO
                  2007
                  185,000
      (3)
                  0
                  0
                  1,500,000
      (6)
                  0
                  0
                  0Lancer
      Corp.
                  2008
                  0
                  0
                  $120,000
      (2)
                  1,000,000
      (7)
                  0
                  0
                  0Barrington
                  2007
                  0
                  0
                  $120,000
      (4)
                  1,000,000
      (8)
                  0
                  0
                  0FludgateSecretary/CFO
  (1)      For
the fiscal year ending August 31, 2008, Ms. Perry earned $185,000, of which
$7,500 has been paid.
 
 (2)      For
the fiscal year ending August 31, 2008, Lancer Corporation earned $120,000, of
which $7,500 has been paid. Mr. Fludgate is the sole shareholder, officer and
director of Lancer Corporation.
 
 (3)      For
the fiscal year ending August 31, 2007, Ms. Perry earned $185,000, of which
$22,410 has been paid.
 
 (4)      For
the fiscal year ending August 31, 2007, Lancer Corporation earned $120,000, of
which $22,340 has been paid. Mr. Fludgate is the sole shareholder, officer and
director of Lancer Corporation.
 
 18
 (5)      For
the fiscal year ended August 31, 2008, Ms. Perry received 1,500,000 stock
options, each to purchase one share of our common stock at an exercise price of
$.034 per share.
 
 (6)      For
the fiscal year ended August 31, 2008, Lancer Corporation received 1,000,000
stock options, each to purchase one share of our common stock at an exercise
price of $.034 per share. Mr. Fludgate is the sole shareholder, officer and
director of Lancer Corporation.
 
 (7)      For
the fiscal year ended August 31, 2007, Ms. Perry received 1,500,000 stock
options, each to purchase one share of our common stock at an exercise price of
$.017 per share.
 
 (8)      For
the fiscal year ended August 31, 2007, Lancer Corporation received 1,000,000
stock options, each to purchase one share of our common stock at an exercise
price of $.017 per share. Mr. Fludgate is the sole shareholder, officer and
director of Lancer Corporation.
 
  OPTION/SAR
GRANTS IN LAST FISCAL YEAR
  No stock
appreciation rights were granted to the named executives during the fiscal year
ended August 31, 2007.
  OPTION
GRANTS
  On
September 1, 2007, the Company granted 2,500,000 stock options as reported in
the financial statements at November 30, 2007.
 
 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
                    1,500,000Barrington
      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. During the fiscal year ended August 31, 2008
there were no other exercises of stock options by the named executives. The
named executives have never received stock appreciation rights.
   19
 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, 2007.
  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 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. In addition, she was granted 5-year options
to purchase 1,500,000 shares of our common stock at an exercise price of $.001
per share on April 24, 2006. Ms. Perry will also receive an additional 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 or our common stock on the date of grant.
  Consulting
Agreement
  Effective
April 24, 2006, the Company entered into a consulting agreement with Lancer
Corporation ("Lancer") for the services of Barrington J. Fludgate as our Chief
Financial Officer, Secretary and Director. The Agreement is for an initial three
year term and thereafter and thereafter is 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. In addition,
Lancer was granted 5-year options to purchase 1,000,000 shares of our common
stock at an exercise price of $.001 per share on April 24, 2006. Lancer will
also receive an additional 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 or our common stock on the date of
grant. Mr. Fludgate is the sole shareholder of Lancer.
  Report
on Repricing of Options/Sars
  During
the fiscal year ended August 31, 2008 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, 2007 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.
 
 
 20
 Name of
Beneficial Owner and/or Beneficially Own Shares of Common Stock percentage
owned:
 
 SilverLake
      Holdings Inc.
                  14,870,221Linda
      Perry
                  18,240,942Lancer
      Corporation
                  17,857,313
 
 All
Directors and Executive
 Officers
as a Group (2 persons)
 
  Item
13. Certain Relationships and Related Transactions
 
 Effective
April 24, 2006, we entered into a Consulting Agreement with Lancer for the
services of Barrington J. Fludgate as our Chief Financial Officer, Secretary and
Director. The agreement is for an initial three year term and thereafter is
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. In addition, Lancer was granted options to purchase
1,000,000 shares of the Company's common stock at an exercise price of $0.001
per share on April 24, 2006. Lancer will receive an additional 1,000,000 5-year
options each September 1 that the agreement is in effect, beginning September 1,
2007.  Such options will have exercise prices equal to the market
price of our common stock on the date of grant. Mr. Fludgate is the sole
shareholder of Lancer.
 
  Item
14. Principal Accountant Fees and Services.
  Audit
Fees.
  The
aggregate fees billed to us by our principal accountants for services rendered
during the fiscal years ended August 31, 2007 and 2006 are set forth in the
table below:
  August
      31, 2008
                            
                            
                            August
      31, 2007Audit
      Fees(1)
                            
                            $
                            29,500
                            
                            
                            $
                            25,500
 (1) Audit
fees represent fees for professional services provided in connection with the
audit of our annual financial statements and review of our quarterly financial
statements and audit services provided in connection with other statutory or
regulatory filings.
  Audit
Committee's Pre-Approval Practice.
  Insomuch
as we do not have an audit committee, our board of directors performs the
functions of an audit committee. Section 10A(i) of the Securities Exchange Act
of 1934 prohibits our auditors from performing audit services for us as well as
any services not considered to be "audit  services" unless such
services are pre-approved by the board of directors (in lieu of
the  audit committee) or unless the services meet certain de minimis
standards.
 
 21
 PART
IV
  Item
14. Exhibits
 
 The
following Exhibits are being filed with this Annual Report on Form
10-K:
 
 Exhibit
 Number
              Description
 
 3.1(1)
              Articles
      of Incorporation of the Registrant, as
amended.
 
 3.2(1)
              By-laws
      of the Registrant, as amended.
 
 4.1(2)
              Debenture
      issued to Silverlake Holdings, Inc. dated September 23,2004.
 
 10.3(4)
              Share
      Exchange Agreement, dated March 20, 2007, by and amongthe
      Company, Atlantic Network Holdings Limited, NewMedia
      Television (Europe) Limited and the Outside StockholdersListed
      on Exhibit A Thereto.
 
 14.1(3)
              Code
      of Ethics
 
 21.1(3)
              Subsidiaries
      of the Registrant
 
 31.1*
              Section
      302 Certification of Chief Executive
Officer
 
 31.2*
              Section
      302 Certification of Chief Accounting
Officer
 
 32.1*
              Section
      906 Certification of Chief Executive
Officer
 
 32.2*
              Section
      905 Certification of Chief Accounting
Officer
 
 
 
 (1)
Previously filed as an exhibit to the Company's Quarterly Report on Form 10-QSB
for the quarter ended May 31, 2005.
 (2)
Previously filed as an exhibit to the Company's Current Report on Form 8-K Filed
with the Commission on October 6, 2004.
 (3)
Previously filed as an exhibit to the Company's Annual Report on Form 10-KSB for
the year ended August 31, 2004.
 (4)
Previously filed as an exhibit to the Company's Current Report on Form 8-K filed
with the Commission on March 21, 2007.
 * Filed
herewith
   22
 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:  January
      13, 2008
                    By:
                    /s/ Linda
      PerryLinda
      Perry, President and
                      Chief
      Executive Officer
  
 In
accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.
 
 January
      13, 2008
              /s/
      Linda Perry

                  Linda
      Perry, President and Chief Executive Officer
                  (Principal
      Executive Officer)
  
 January
      13, 2008
              /s/
      Barrington Fludgate

                  Barrington
      Fludgate, Chief Financial Officer

                  (Principal
      Accounting Officer)
   
 23