UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





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





FOR
FISCAL YEAR ENDED: August 31, 2009





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, Krieg &Adams, LLP


185
Madison Avenue


New York,
NY 10016


(Address
of principal executive offices)





(917)
488-6473


(Issuer's
telephone number)





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





Title
      of each class
            
            Name
      of exchange on which registered





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





Common Stock, par value
$.001 per share


(Title of
class)





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





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










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





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





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





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





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







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










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





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


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




DOCUMENTS
INCORPORATED BY REFERENCE





None.





2







FORM
10-K


For the
Fiscal Year Ended August 31, 2009





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 did not,
conduct any operations based upon, or otherwise exploit, any of such rights. The
rights  expired 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. The Company, as described below, was
identified in 2006.





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





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





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





Sales
and Marketing





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





Research
and Development





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





Employees





We
currently have one full-time employee.





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”), New Media Television (Europe)
Limited (“NMTV”) et al.





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





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




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





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





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





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





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 2010 and beyond through
equity and debt financing for continued technology research, development and
commercialization, for any specific projects that we determine to develop, to
support possible additional expansion of our existing operations, and for our
general and administrative expenses from operations. We may also need to raise
funds in order to respond to competitive pressures or acquire complementary
energy related products, services, businesses and/or technologies. We cannot
assure you that any such financing will be available to us in the future on
acceptable terms or at all. If the Agreement is consummated, and if we cannot
raise required funds on acceptable terms, we may not be able to,
among





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


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





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





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





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





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





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





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





Item
3. Legal Proceedings





None





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





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








PART
II





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





Market
Information





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





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, 2008:
            High Bid
            Low BidFirst
      Quarter
            $0.055
            $0.013Second
      Quarter
            $0.060
            $0.018Third
      Quarter
            $0.058
            $0.020Fourth
      Quarter
            $0.040
            $0.016Year
      Ended August 31, 2009:
            High Bid
            Low BidFirst
      Quarter
            $0.039
            $0.010Second
      Quarter
            $0.018
            $0.010Third
      Quarter
            $0.055
            $0.010Fourth
      Quarter
            $0.070
            $0.023





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





Dividends





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





Equity
Compensation Plan Information





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





9


Recent
Sales of Unregistered Securities





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




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





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





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





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





10




Item
6. Selected Financial Data





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





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





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





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





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





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





Off-Balance
Sheet Arrangements





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








11




Recently
Issued Accounting Pronouncements





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





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





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





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





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





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





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





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





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





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





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








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 PUBLIC ACCOUNTING FIRM





To the
Stockholders and Board of Directors


RTG
Ventures, Inc





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





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





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





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








/s/ Sherb & Co.,
LLP


Sherb
& Co., LLP.


Certified
Public Accountants





New York,
New York


December
3, 2009





F-1





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





August
      31,2009
            
            
            2008ASSETSCURRENT
      ASSETS:Cash
            
            $
            -
            
            
            $
            70TOTAL
            
            $
            -
            
            
            $
            70LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
            
            $
            933,587
            
            
            $
            773,447Notes
      payable
            
            
            135,000
            
            
            
            25,000TOTAL
      CURRENT LIABILITIES
            
            
            1,068,587
            
            
            
            798,447STOCKHOLDERS'
      DEFICITPreferred
      stock, par value .001;authorized
      2,000,000 shares, issued - none
            
            
            -
            
            
            
            -Common
      stock, par value .001; authorized 200,000,000shares;
      issued and outstanding 126,218,885 shares
            
            
            126,219
            
            
            
            118,819Additional
      paid in capital
            
            
            4,931,550
            
            
            
            4,694,250Deficit
      accumulated during development stage
            
            
            (6,126,356
            )
            
            
            (5,611,446
            )TOTAL
      STOCKHOLDERS' DEFICIT
            
            
            (1,068,587
            )
            
            
            (798,337
            )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
            
            $
            -
            
            
            $
            70














See
accompanying notes to consolidated financial statements





F-2




RTG
      VENTURES, INC. AND SUBSIDIARY(A
      Development Stage Company)CONSOLIDATED
      STATEMENTS OF OPERATIONS








CumulativeFrom
      July 17, 2000Year
      ended August 31,
            
            
            (Inception)2009
            
            
            2008
            
            
            To
      August 31, 2009REVENUES
            
            $
            -
            
            
            $
            -
            
            
            $
            -COSTS
      AND EXPENSES:General
      and administrative
            
            
            495,410
            
            
            
            417,359
            
            
            
            4,721,960Impairment
      of intangibles
            
            
            -
            
            
            
            -
            
            
            
            26,475Interest
      expense
            
            
            19,500
            
            
            
            7,500
            
            
            
            924,000Merger
      and acquisition costs
            
            
            -
            
            
            
            -
            
            
            
            634,751LOSS
      BEFORE OTHER INCOME
            
            
            (514,910
            )
            
            
            (424,859
            )
            
            
            (6,307,186
            )OTHER
      INCOME – FORGIVENESS OF DEBT
            
            
            -
            
            
            
            34,786
            
            
            
            180,830NET
      LOSS
            
            $
            (514,910
            )
            
            $
            (390,073
            )
            
            $
            (6,126,356
            )NET
      LOSS PER SHARE:Basic
      and Diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )WEIGHTED
      AVERAGE NUMBER OF SHARES:Basic
      and Diluted
            
            
            124,212,858
            
            
            
            118,818,885

















See
accompanying notes to consolidated financial statements





F-3




RTG
      VENTURES, INC. AND SUBSIDIARY(A
      Development Stage Company)CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' DEFICIT





Common
      Stock
            
            
            Additional
      Paid in
            
            
            Deficit
      Accumulated During Development
            
            
            Total
      Stockholders'Shares
            
            
            Amount
            
            
            Capital
            
            
            Stage
            
            
            DeficitBalance,  July
      17, 2000 (inception) 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
            )Share
      based compensation
            
            
            -
            
            
            
            -
            
            
            
            50,000
            
            
            
            -
            
            
            
            50,000Share
      issued for exercise of options
            
            
            5,000,000
            
            
            
            5,000
            
            
            
            122,500
            
            
            
            -
            
            
            
            127,500Shares
      issued for payment of accounts payable and services
            
            
            2,400,000
            
            
            
            2,400
            
            
            
            64,800
            
            
            
            -
            
            
            
            67,200Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (514,910
            )
            
            
            (514,910
            )Balance,
      August 31, 2009
            
            
            126,218,885
            
            
            $
            126,219
            
            
            $
            4,931,550
            
            
            $
            (6,126,356
            )
            
            $
            (1,068,587
            )





See accompanying notes to consolidated
financial statements





F-4




RTG
      VENTURES, INC. AND SUBSIDIARY(A
      Development Stage Company)CONSOLIDATED
      STATEMENT OF CASH FLOWS





Cumulative
      FromYear
      ended August 31,
            
            
            July
      17, 2000 (Inception)2009
            
            
            2008
            
            
            To
      August 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (514,910
            )
            
            $
            (390,073
            )
            
            $
            (6,126,356
            )Adjustments
      to reconcile net loss tonet
      cash used in operating activities:Stock
      based compensation
            
            
            177,500
            
            
            
            33,500
            
            
            
            2,419,623Impairment
      of intangibles
            
            
            -
            
            
            
            -
            
            
            
            26,475Shares
      issued in payment of interest expense
            
            
            -
            
            
            
            -
            
            
            
            750,000Other
      income
            
            
            -
            
            
            
            -
            
            
            
            (146,044
            )Changes
      in assets and liabilities:
            
            
            
            
            
            
            
            
            
            
            -Notes
      receivable
            
            
            -
            
            
            
            -
            
            
            
            88,178Refundable
      income taxes
            
            
            -
            
            
            
            -
            
            
            
            2,257Accounts
      payable and accrued expenses
            
            
            227,340
            
            
            
            331,801
            
            
            
            2,599,427Total
      adjustments
            
            
            404,840
            
            
            
            364,801
            
            
            
            5,739,916NET
      CASH USED IN OPERATING ACTIVITIES
            
            
            (110,070
            )
            
            
            (25,272
            )
            
            
            (386,440
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from loan/note payable
            
            
            135,000
            
            
            
            25,000
            
            
            
            389,940Principal
      payment on loan/note payable
            
            
            (25,000
            )
            
            
            -
            
            
            
            (25,000
            )Capital
      contribution
            
            
            -
            
            
            
            -
            
            
            
            21,500NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            110,000
            
            
            
            25,000
            
            
            
            386,440INCREASE
      (DECREASE) IN CASH
            
            
            (70
            )
            
            
            (272
            )
            
            
            -CASH
      - BEGINNING OF PERIOD
            
            
            70
            
            
            
            342
            
            
            
            -CASH
      - END OF PERIOD
            
            $
            -
            
            
            $
            70
            
            
            $
            -CASH
      PAID FOR :Interest
            
            $
            27,000
            
            
            $
            -
            
            
            $
            27,000Taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -Supplemental
      Cash Flow Information:Non-Cash
      Investing and Financing ActivitiesAdjustment
      to additional paid in capital to record extinguishment of note
      payable
            
            $
            -
            
            
            $
            -
            
            
            $
            129,940Common
      stock issued for payment of accounts payable  and loans
      payable
            
            $
            67,200
            
            
            $
            -
            
            
            $
            1,592,417Proceeds
      from exercise of option and warrants offset in payment of accounts
      payable
            
            $
            127,500
            
            
            $
            -
            
            
            $
            805,450Acquisition
      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 utilizing the liability method of accounting.
 Under the liability method, deferred taxes are determined based on
differences between financial statement and tax bases of assets and liabilities
at enacted tax rates in effect in years in which differences are expected to
reverse.  Valuation allowances are established, when necessary, to reduce
deferred tax assets to amounts that are expected to be realized.
  F-6
 RTG
VENTURES, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  Computation
of Net Loss Per Share
 
 The
Company utilizes the guidance per FASB Codification “ASC 260 "Earnings Per
Share". Basic earnings per share is calculated on the weighted effect of all
common shares issued and outstanding, and is calculated by dividing net income
available to common stockholders by the weighted average shares outstanding
during the period. Diluted net income per share is computed by dividing net
income for the period by the weighted-average number of common share equivalents
during the period. Common stock equivalents arise from the issuance of stock
options and warrants. Dilutive earnings per share is not shown as the effect is
anti-dilutive. There were no common stock equivalents at August 31, 2009 for
fiscal year ended August 31, 2009 and 2,500,000 stock options were
outstanding.
 
 Fair
Value of Financial Instruments
 
 The
Company's financial instruments consist of accounts payable, accrued expenses
and loans payable. The Company considers the carrying amounts of these financial
instruments to approximate fair value due to the short-term nature of these
liabilities.
 
 Stock
Based Compensation
 
 In
December 2004, the Financial Accounting Standards Board, or FASB, issued FASB
ASC 718-10-55 - Compensation-Stock Compensation. Under ASC 718-10-55, companies
are required to measure the compensation costs of share-based compensation
arrangements based on the grant-date fair value and recognize the costs in the
financial statements over the period during which employees are required to
provide services. Share-based compensation arrangements include stock options,
restricted share plans, performance-based awards, share appreciation rights and
employee share purchase plans. In March 2005 the Securities and Exchange
Commission, or the SEC, issued FASB ASC 825-10-50-10 - Financial Instruments -
Overall - Disclosures. ASC 825-10-50-10 expresses views of the staff regarding
the interaction between ASC 718-10-55 and certain SEC rules and regulations and
provides the staff's views regarding the valuation of share-based payment
arrangements for public companies. ASC 718-10-55 permits public companies to
adopt its requirements using one of two methods. Companies may elect to apply
this statement either prospectively, or on a modified version of retrospective
application under which financial statements for prior periods are adjusted on a
basis consistent with the pro forma disclosures required for those periods under
ASC 718-10-55. Effective with its fiscal 2006, the Company has adopted the
provisions of ASC 718-10-55 and related interpretations as provided by SAB 107
prospectively.
 
 Recently
Issued Accounting Pronouncements
 
 On
January 1, 2009, the Company adopted ASC 260-10-45-61A, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities(“ASC 260-10-45-61A”). This standard clarified that all outstanding
unvested share-based payment awards that contain rights to non-forfeitable
dividends participate in undistributed earnings with common shareholders. Awards
of this nature are considered participating securities and the two-class method
of computing basic and diluted earnings per share must be applied. The adoption
of ASC 260-10-45-61A did not have any impact on the Company’s financial
condition or results of operations.
 
 On
January 1, 2009, the Company adopted the updated provisions of ASC 810,
which established requirements for ownership interests in subsidiaries held by
parties other than the Company, noncontrolling interest (previously referred to
as “minority interest”) to be clearly identified, presented, and disclosed in
the consolidated statement of financial position within equity but separate from
the parent’s equity. All changes in the parent’s ownership interests are
required to be accounted for consistently as equity transactions, and any
noncontrolling equity investments in unconsolidated subsidiaries must be
measured initially at fair value. The adoption of the updated provisions of ASC
810 did not have a material effect on the Company’s financial condition, results
of operations or cash flows.
  F-7
 RTG
VENTURES, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
   In April
2009, the FASB issued guidance in the Fair Value Measurements and Disclosures
Topic of the Codification on determining fair value when the volume and level of
activity for an asset or liability have significantly decreased and identifying
transactions that are not orderly.  The guidance emphasizes that even
if there has been a significant decrease in the volume and level of activity,
the objective of a fair value measurement remains the same.  Fair
value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction (that is, not a forced liquidation or
distressed sale) between market participants.  The guidance provides a
number of factors to consider when evaluating whether there has been a
significant decrease in the volume and level of activity for an asset or
liability in relation to normal market activity.  In addition, when
transactions or quoted prices are not considered orderly, adjustments to those
prices based on the weight of available information may be needed to determine
the appropriate fair value.  The guidance is effective for interim or
annual reporting periods ending after June 15, 2009, and shall be applied
prospectively.  There is no impact of the adoption on our financial
statements.
 
 In April
2009, FASB issued guidance in the Financial Instruments Topic of the
Codification on interim disclosures about fair value of financial
instruments.  The guidance requires disclosures about the fair value
of financial instruments for both interim reporting periods, as well as annual
reporting periods.  The guidance is effective for all interim and
annual reporting periods ending after June 15, 2009 and shall be applied
prospectively.  The adoption of this guidance had no impact on our
financial statements as of August 31, 2009, other than the additional
disclosure.
  In June
2009, the FASB issued SFAS 165, “Subsequent Events,”which was
later superseded by the FASB Codification and included in topic 855. This update
to the Codification established general standards of accounting for disclosure
of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. In particular, this
Statement sets forth the period after the balance sheet date during which
management should evaluate events or transactions that may occur for potential
recognition or disclosure in the financial statements, the circumstances under
which an entity should recognize events or transactions occurring after the
balance sheet date in its financial statements and the disclosures that an
entity should make about events or transactions that occurred after the balance
sheet date. This update to the Codification did not have a significant impact on
the Company’s financial statements.
 
 In July
2009, the FASB issued ASC topic 105 (formerly Statement of Financial Standard
(SFAS) 168, “The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles”). ASC 105 establishes the FASB Accounting
Standards Codification as the source of authoritative accounting principles
recognized by the FASB to be applied by entities in the preparation of financial
statements in conformity with GAAP. This pronouncement is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009.
  F-8
 RTG
VENTURES, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
   NOTE
3 - GOING CONCERN
 
 The
Company's consolidated financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a
going concern, which contemplates the realizations of assets and liquidation of
liabilities in the normal course of business. The Company has incurred an
accumulated deficit for the period from July 17, 2000 (inception) through August
31, 2009 of $6,126,356 and had negative working capital at August 31, 2008 of
$1,068,587. The Company incurred a net loss for the year ended August 31, 2009
of $514,910. These factors, among others, raise substantial doubt about its
ability to continue as a going concern. In order to continue as a going concern,
the Company will need, among other things, additional capital resources.
Management's plans to obtain such resources for the Company include (1)
obtaining capital from management and significant stockholders sufficient to
meet its minimal operating expenses, and (2) completing a merger with an
existing operating company.
 
 NOTE
4 - NOTES PAYABLE
 
 In July
2008, the Company issued a note for $25,000. The note was due on September 30,
2008  and has been paid in full as of year ended August 31,
2009.
 
 NOTE
5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 
 At August
31, 2009 and 2008 accounts payable and accrued expenses consisted of the
following:
 
 2009
                            
                            
                            2008Trade
      payables
                            
                            $
                            39,755
                            
                            
                            $
                            41,704Professional
      fees
                            
                            
                            88,585
                            
                            
                            
                            68,978Officers
      compensation
                            
                            
                            805,247
                            
                            
                            
                            662,765Total
                            
                            $
                            933,587
                            
                            
                            $
                            773,447
  NOTE
6 - LOANS PAYABLE
 
 At August
31, 2007 certain merger participants advanced $129,940 to the Company in
anticipation of the completion of the pending transaction. The capital infusion
was intended to facilitate the merger and was stated as non-refundable in the
Amendment to the Share Exchange Agreement filed on December 21, 2007. This has
been accounted for as an adjustment to additional paid in capital by the
Company. No shares of the Company's common stock were exchanged as consideration
for this transaction.
 
 During
the fiscal year ended August 31 2009, certain shareholders advanced $135,000 to
the Company in anticipation of the completion of the pending transaction. The
capital infusion was intended to facilitate the merger. The advances bear no
interest.
  F-9
  RTG
VENTURES, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
  NOTE
7 - COMMON STOCK
 
 In
November 2008, Linda Perry an officer of the Company, exercised 3,000,000 stock
options at an average exercise price of $.0255 per share or $76,500 in the
aggregate and Lancer Corporation a related party exercised 2,000,000 stock
options at an average exercise price of $.0255 or $51,000 in the aggregate.
These amounts were offset against unpaid officer compensation. During the fiscal
year ended August 31, 2009 there were no other exercises of stock options by the
named executives.
 
 NOTE
8 - STOCK OPTIONS
 
 On
September 1, 2008 the Company granted 2,500,000 stock options with a fair value
of $50,000. The Black - Scholes option valuation model was used to estimate the
fair value of the options granted. The model includes subjective input
assumptions that can materially affect the fair value estimates. The model was
developed for use in estimating the fair value of traded options that have no
vesting restrictions and that are fully transferable. For example, the expected
volatility is estimated based on the most recent historical period equal to the
weighted average life of the options granted. Options issued under the Company's
option plans have characteristics that differ from traded options. This
valuation model does not necessarily provide a reliable single measure of the
fair value of its employee stock options. Principal assumptions used in applying
the Black-Scholes model for options granted along with the result from the model
were as follows:
 
 September
      1, 2009
                    September
      1, 2008Exercise
      price
                    $
      0.034
                    $
      0.017Market
      price
                    $
      0.034
                    $
      0.017Risk-free
      interest rate
                    3.75%
                    4.00%Expected
      life in years
                    1
      year
                    1
      yearExpected
      volatility
                    120%
                    120%
 
 Zero and
2,500,000 options to management and directors were outstanding as of August 31,
2009 and 2008 respectively, which were exercised in November 2008.
 
 NOTE 9 -
INCOME TAXES
  The
Company accounts for income taxes under Statement of Financial Accounting
Standard No.109, "Accounting for Income Taxes" ("SFAS109"). This standard
requires recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and tax basis of
assets and liabilities, and for the expected future tax benefit to be derived
from tax losses and tax credit carry-forwards. SFAS 109 additionally requires
the establishment of a valuation allowance to reflect the likelihood of
realization of deferred tax assets.
 
 F-10
  RTG
VENTURES, INC. AND SUBSIDIARY
 (A
Development Stage Company)
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
  For the
years ended August 31, 2009 and 2008, the benefit for income taxes differed from
the amounts computed by applying the statutory federal income tax rate of 34
percent to loss before provision for income taxes. The reconciliation is as
follows:
 
 Year
      Ended August 31,2009
                  
                  
                  2008Benefit
      computed at statutory rate
                  
                  $
                  (181,000
                  )
                  
                  $
                  (133,000
                  )State
      tax (benefit), net of federal affect
                  
                  
                  (21,000
                  )
                  
                  
                  (16,000
                  )Permanent
      difference
                  
                  
                  -
                  
                  
                  
                  13,000Increase
      in valuation allowance
                  
                  
                  202,000
                  
                  
                  
                  136,000Net
      income tax benefit
                  
                  $
                  -
                  
                  
                  $
                  -
 
 The
Company has net operating loss carry-forwards for income tax totaling purposes
approximately $1,515,000 at August 31, 2009 which expire variously through 2029.
A significant portion of these carry-forwards is subject to annual limitations
due to "equity structure shifts" or "owner shifts" involving "five percent
shareholders" (as defined in the Internal Revenue Code) which results in a more
than fifty percent change in ownership.
 
 Tax
      benefit of net operating loss carry-forward
                  
                  $
                  576,000Accrued
      officer compensation
                  
                  
                  306,000Compensation
      paid with options
                  
                  
                  67,000Valuation
      allowance
                  
                  
                  (949,000
                  )Net
      deferred tax asset
                  
                  $
                  -
 NOTE
10 - LITIGATION
 
 The
Company is not currently involved in any litigation.
 
 NOTE
11 - EMPLOYMENT AND CONSULTING AGREEMENTS
 
 In April
2006, the Company entered into three year employment and consulting agreements
with two officers for annual remuneration of $185,000 and $120,000, the
contracts are rolling, renewable annual contracts thereafter. Options to
purchase 2,500,000 common shares will be granted each September that the
agreement is in effect, beginning in September, 2007. Such option will be
granted at market prices and expire after five years from the date of the
grant.
 
 On April
29, 2008, the Company entered into a consulting agreement to provide investor
relation services.
 
 NOTE
12 - SHARE EXCHANGE AGREEMENT
 
 In March
2007 the Company signed a Definitive Agreement with Atlantic Network Holdings,
Ltd New Media TV Limited, both non U.S entities, and certain unaffiliated share
holders, whereby all of the above entities shares would be exchanged for
1,273,059 preferred shares of the Company with voting rights of 1 preferred
share equal to 100 common shares. The transaction remained pending as of
November, 2009.
  NOTE
13 – SUBSEQUENT EVENTS
 
 In
September, 2009, 1,000,000 shares of common stock to a non-affiliate for
services rendered for investor relations awareness in recognition of the
protracted close of the Share Exchange and to ensure continuation of
services.
 
 In
October, 2009, 2,000,000 shares of common stock to a non-affiliate for services
rendered to provide the design, development, execution and maintenance of the
Company's website, www.rtgventures.com. The Company owns the domain name and the
site as a result of this transaction.
 
 We have
evaluated subsequent events through December 3, 2009, the date the financial
statements were available to be issued.
  F-11
 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
 
 There are not currently and have not been any
disagreements between us and our accountants on any matter of accounting
principles, practices or financial statement disclosure.
 
 ITEM
9A(T). CONTROLS AND PROCEDURES.
 
 Evaluation
of Disclosure Controls and Procedures
 
 As of
August 31, 2009, our management, consisting of our Chief Executive Officer and
our Chief Financial Officer, evaluated the effectiveness of our disclosure
controls and procedures pursuant to Rule 13a-15(b) promulgated under the
Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that, as of August 31, 2009, our disclosure controls
and procedures were effective in ensuring that material information required to
be disclosed in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s rules and forms, including ensuring
that such material information is accumulated and communicated to our Chief
Executive Officer and our Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.
 
 Changes
in Internal Control Over Financial Reporting
  During
the period covered by this report, there have not been any significant changes
in our internal controls or, to our knowledge, in other factors that could
significantly affect our internal controls.
 
 Management’s
Annual Report on Internal Control Over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in Exchange Act Rule
13a-15(f). Our internal control system was designed to provide reasonable
assurance to our management and the Board of Directors regarding the preparation
and fair presentation of published financial statements. All internal control
systems, no matter how well designed have inherent limitations. Therefore, even
those systems determined to be effective can provide only reasonable assurance
with respect to financial statement preparation and presentation. Our management
assessed the effectiveness of our internal control over financial reporting as
of August 31, 2009. In making this assessment, our management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in Internal Control – Integrated Framework - Guidance
for Smaller Public Companies (the COSO criteria). Based on our assessment we
believe that, as of August 31, 2009, our internal control over financial
reporting is effective based on those criteria.
 
 This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting. Our
management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual
report.
  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, 2009, with
respect to our directors and executive officers.
 
 Directors
serve until the next annual meeting of the stockholders; until their successors
are elected or appointed and qualified, or until their prior resignation or
removal. Officers serve for such terms as determined by our board of directors.
Each officer holds office until such  officer's successor is elected
or appointed and qualified or until such officer's earlier resignation or
removal. No family relationships exist between any of our present directors and
officers.
  Name
                      Age
                      PositionLinda
      Perry
                      49
                      Chief
      Executive Officer, President and DirectorBarrington
      Fludgate
                      63
                      Chief
      Financial Officer, Secretary and
Director
  The
following is a brief account of the business experience of each of our Directors
and executive officers:
 
 Linda
Perry. Ms. Perry has served as our President, Chief Executive Officer and a
Director since September 1, 2003 (excepting the period from April 19, 2005 to
April 24, 2006). She has had an extensive career in global and entrepreneurial
businesses. Prior to that time, from 2001-2002, she was the senior advisor to
the Board of Directors of The Balli Group, where her role was to integrate the
acquisition of Klockner & Co. The acquisition resulted in the creation of
the world's largest steel, multi-metal, distribution and trading company.
Between 1999-2001, she was appointed a director and a member of the Executive
Committee of Churchill Insurance Group, Plc., a division of the Credit Suisse
Group. Ms. Perry was President of GWR Enterprises, Inc., from 1997-1999, focused
on new business opportunities through private equity and special situation
investments. She was a senior executive at ExxonMobil Corporation from
1983-1996, holding general management positions with global responsibility in
finance, marketing and organization (described as corporate governance,
management succession and executive compensation.) The latter role was under the
aegis of the Board of Directors, entitled Compensation, Organization and
Executive Development Committee/COED, of which she was a member. Ms. Perry holds
an MBA from Harvard University. She has been a visiting lecturer/professor at
IMD, Lausanne, Switzerland, INSEAD, Fontainebleau, France and the Stern School
of Business at New York University throughout her career.
  16
  Barrington
J. Fludgate. Mr. Fludgate has served as RTGV’s Chief Financial Officer since
September 1, 2003 and as a Director since June 7, 2003 (excepting the period
from April 19, 2005 to April 24, 2006). From June 7, 2003 until August 31, 2003
he served as our President and Chief Executive Officer. Since May 2003, Mr.
Fludgate has also served as the Chief Executive Officer of Lancer Corporation; a
company that specializes in assisting non-US companies to enter the US public
market. Prior to 1994, Mr. Fludgate held the positions of Chairman, CEO and CFO
for Management Technologies Inc., a NASDAQ listed company which he founded. Mr.
Fludgate has lectured on International Banking to European, US, Asia and Eastern
European banks. Mr. Fludgate has considerable software experience, being the
designer of one of the world’s largest installed international banking and
payment systems. He holds a Masters degree in Business Administration from the
City of London Business School. He is a Freeman of the City of
London.
 
 Board
Committees
  We
currently do not have any standing committees on our Board of Directors; our
full Board of Directors currently acts in such capacities.
  Audit
Committee
  We intend
to establish an Audit Committee of the Board of Directors, which will consist of
independent directors. The Audit Committee's duties would be to recommend to our
Board of Directors the engagement of independent auditors to audit our financial
statements and to review our accounting and auditing principles. The audit
committee would review the scope, timing and fees for the annual audit and the
results of audit examinations performed by the internal auditors and independent
public accountants, including their recommendations to improve the system of
accounting and internal controls. The Audit Committee would at all times be
composed exclusively of directors who are, in the opinion of our Board of
Directors, free from any relationship which would interfere with the exercise of
independent  judgment as a committee member and who possess an
understanding of financial statements and generally accepted accounting
principles.
  Compensation
Committee
  We intend
to establish a Compensation Committee of the Board of Directors. The
compensation committee would review and approve our salary and benefits
policies, including compensation of executive officers. The Compensation
Committee would also administer our stock option plans and recommend and approve
grants of stock options under such plans.
  Compensation
of Directors
  None of
our directors received any remuneration for acting as such. Directors are,
however, reimbursed for their expenses, if any, for attendance at meetings of
the Board of Directors. Our Board of Directors may designate from among its
members an Executive Committee and one or more other committees. No such
committees have been appointed to date.
  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, 2009. Accordingly, our officers,
directors and principal shareholders were not subject to the beneficial
ownership reporting requirements of Section 16(a) of the Exchange Act during
such year.
  Code
of Ethics
  On
December 1, 2004 we adopted a Code of Ethics that applies to our Principal
Executive Officer, Principal Financial Officer, Principal Accounting Officer and
Controller and to persons performing similar functions. A copy of our Code of
Ethics was previously filed as an Exhibit to our annual report on Form 10-KSB
for the year ended August 31, 2004. A copy of our Code of Ethics will be
provided to any person requesting same without charge. To request a copy of our
Code of Ethics please make written request to RTG Ventures, Inc., to the
attention of our Chief Executive Officer.
  Item
11. Executive Compensation
 
 SUMMARY
COMPENSATION TABLE
 
 None of
our executive officers or employees received compensation in excess of $100,000
during the year ended August 31, 2009, or 2008, except as follows:
 
 Name
      and
                    Fiscal
      year
                    
                    
                    
                    
                    
                    
                    Allprincipal
                    Ended
                    
                    
                    Other
                    Options/
                    Restricted
                    LTIP
                    otherposition
                    August
      31,
                    Salary
                    Bonus
                    Compensation
                    SARs
                    stock
      awards
                    Payouts
                    CompensationLinda
      Perry
                    2009
                    $185,000
      (1)
                    0
                    0
                    1,500,000
      (5)
                    0
                    0
                    0President/CEO
                    2008
                    $185,000
      (3)
                    0
                    0
                    1,500,000
      (7)
                    0
                    0
                    0Lancer
      Corp.
                    2009
                    0
                    0
                    $120,000
      (2)
                    1,000,000
      (6)
                    0
                    0
                    0Barrington
                    2008
                    0
                    0
                    $120,000
      (4)
                    1,000,000
      (8)
                    0
                    0
                    0FludgateSecretary/CFO
  (1)      For
the fiscal year ending August 31, 2009, Ms. Perry earned $185,000, of which
$27,500 has been paid. Of the $27,500 paid to Ms. Perry, $17,500 was used in the
subsequent quarter for payment of business expenses. An offset to this
compensation expense in the amount of $76,500 has been charged to share based
compensation related to the grant and exercise of stock options by Ms. Perry
during the period.
 
 (2)      For
the fiscal year ending August 31, 2009, Lancer Corporation earned $120,000, of
which $0 has been paid. An offset in the amount of $51,000 has been charged to
share based compensation related to the grant and exercise of stock options by
Mr. Fludgate. Mr. Fludgate is the sole shareholder, officer and director of
Lancer Corporation.
 
 (3)      For
the fiscal year ending August 31, 2008, Ms. Perry earned $185,000, of which
$7,500 has been paid.
 
 (4)      For
the fiscal year ending August 31, 2008, Lancer Corporation earned $120,000, of
which $7,500 has been paid. Mr. Fludgate is the sole shareholder, officer and
director of Lancer Corporation.
  18
 (5)      For
the fiscal year ended August 31, 2009, Ms. Perry received 1,500,000 stock
options, each to purchase one share of our common stock at an exercise price of
$.034 per share.
 
 (6)      For
the fiscal year ended August 31, 2009, Lancer Corporation received 1,000,000
stock options, each to purchase one share of our common stock at an exercise
price of $.034 per share. Mr. Fludgate is the sole shareholder, officer and
director of Lancer Corporation.
 
 (7)      For
the fiscal year ended August 31, 2008, Ms. Perry received 1,500,000 stock
options, each to purchase one share of our common stock at an exercise price of
$.017 per share.
 
 (8)      For
the fiscal year ended August 31, 2008, Lancer Corporation received 1,000,000
stock options, each to purchase one share of our common stock at an exercise
price of $.017 per share. Mr. Fludgate is the sole shareholder, officer and
director of Lancer Corporation.
 
  OPTION/SAR
GRANTS IN LAST FISCAL YEAR
  No stock
appreciation rights were granted to the named executives during the fiscal year
ended August 31, 2009.
  OPTION
GRANTS
  On
September 1, 2008, the Company granted 2,500,000 stock options as reported in
the financial statements at November 30, 2008.
 
 Name
                    Value
      of Unexercised In-the-Money Options/SARs at Fiscal Year End
      ($)
                    Shares
      Acquired on Exercise
                    Value
      Realized
                    Number
      of Securities Underlying Unexercised Options/SARs at Fiscal Year End
      (#)Linda
      Perry
                    -0-
                    1,500,000
                    N/A
                    -0-Barrington
      Fludgate
                    -0-
                    1,000,000
                    N/A
                    -0-
   AGGREGATE
OPTION/SAR EXERCISES AND YEAR END OPTIONS/SAR VALUES
  In
November 2008, Linda Perry exercised 3,000,000 stock options at an average
exercise price of $.0255 per share or $76,500 in the aggregate and Lancer
Corporation exercised 2,000,000 stock options at an average exercise price of
$.0255 or $51,000 in the aggregate.
 
 In
September 2009, Linda Perry exercised 1,500,000 stock options at an exercise
price of $.05 per share or $75,000 and Lancer Corporation exercised 1,000,000
stock options at an exercise price of $.05 or $50,000. During the fiscal year
ended August 31, 2009 there were no other exercises of stock options by the
named executives. The named executives have never received stock appreciation
rights. The named executives have never received stock appreciation
rights.
  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, 2009.
  Employment
Contracts, Termination of Employment, and Change-in-Control
Arrangements
  Employment
Agreement
  Effective
April 24, 2006, the Company entered into an employment agreement with its
President and Chief Executive Officer, Linda Perry. The Agreement is for an
initial three year term and thereafter is renewed annually on a rolling basis
and terminable by either party upon 12 months' prior written notice. As
consideration for her services, the Company has agreed to a base salary of
$185,000. Ms. Perry will receive 1,500,000 5-year options on each September 1
that the Agreement is in effect, beginning on September 1, 2007. Such options
will have an exercise price equal to the market price of our common stock on the
date of grant.
  Consulting
Agreement
  Effective
April 24, 2006, the Company entered into a consulting agreement with Lancer
Corporation ("Lancer") for the services of Barrington J. Fludgate as our Chief
Financial Officer, Secretary and Director. The Agreement is for an initial three
year term and thereafter and thereafter is renewed annually on a rolling basis
and terminable by either party upon 12 months' prior written notice. As
consideration for these services, the Company has agreed to pay Lancer an annual
consulting fee of $120,000. Lancer will receive 1,000,000 5-year options on each
September 1 that the agreement is in effect, beginning on September 1, 2007.
Such options will have exercise prices equal to the market price of our common
stock on the date of grant. Mr. Fludgate is the sole shareholder of
Lancer.
  Report
on Repricing of Options/Sars
  During
the fiscal year ended August 31, 2009 we did not adjust or amend the exercise
price of any stock options or SARs.
  Item
12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
 
 The
following table sets forth information with respect to the beneficial ownership
of our common stock known by us as of August 31, 2009 by (i) each person or
entity known by us to be the beneficial owner of more than 5% of our common
stock, (ii) each of our directors, (iii) each of our executive officers, and
(iv) all of our directors and executive officers as a group. The percentages in
the table have been calculated on the basis of treating as outstanding for a
particular person, all shares of our common stock outstanding on such date and
all shares of our common stock issuable to such holder in the event of exercise
of outstanding options, warrants, rights or conversion privileges owned by such
person at said date which are exercisable within 60 days of such date. Except as
otherwise indicated, the persons  listed below have sole voting and
investment power with respect to all shares of our common  stock owned
by them, except to the extent such power may be shared with a
spouse.
  20
 Name of
Beneficial Owner and/or Beneficially Own Shares of Common Stock percentage
owned:
 
 SilverLake
      Holdings Inc.
                    10,986,955Linda
      Perry
                    16,060,781Lancer
      Corporation
                    17,357,313
 
 All
Directors and Executive
 Officers
as a Group (2 persons)
 
  Item
13. Certain Relationships and Related Transactions
 
 Effective
April 24, 2006, we entered into a Consulting Agreement with Lancer for the
services of Barrington J. Fludgate as our Chief Financial Officer, Secretary and
Director. The agreement is for an initial three year term and thereafter is
renewed annually on a rolling basis and terminable by either party upon 12
months' prior written notice. As consideration for these services, the Company
has agreed to pay Lancer an annual consulting fee of $120,000. Lancer will
receive 1,000,000 5-year options each September 1 that the agreement is in
effect, beginning September 1, 2007. Such options will have exercise prices
equal to the market price of our common stock on the date of grant. Mr. Fludgate
is the sole shareholder of Lancer.
 
  Item
14. Principal Accountant Fees and Services.
  Audit
Fees.
  The
aggregate fees billed to us by our principal accountants for services rendered
during the fiscal years ended August 31, 2009 and 2008 are set forth in the
table below:
  August
      31, 2009
                        
                        
                        August
      31, 2008Audit
      Fees(1)
                        
                        $
                        29,500
                        
                        
                        $
                        29,500
  (1) Audit
fees represent fees for professional services provided in connection with the
audit of our annual financial statements and review of our quarterly financial
statements and audit services provided in connection with other statutory or
regulatory filings.
  Audit
Committee's Pre-Approval Practice.
  Insomuch
as we do not have an audit committee, our board of directors performs the
functions of an audit committee. Section 10A(i) of the Securities Exchange Act
of 1934 prohibits our auditors from performing audit services for us as well as
any services not considered to be "audit  services" unless such
services are pre-approved by the board of directors (in lieu of
the  audit committee) or unless the services meet certain de minimis
standards.
  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 among the Company,
      Atlantic Network Holdings Limited, New Media Television (Europe)
      Limited and the Outside Stockholders Listed on Exhibit A
      Thereto.
 
 14.1(3)
                Code
      of Ethics
 
 21.1(3)
                Subsidiaries
      of the Registrant
 
 31.1*
                Section
      302 Certification of Chief Executive
Officer
 
 31.2*
                Section
      302 Certification of Chief Accounting
Officer
 
 32.1*
                Section
      906 Certification of Chief Executive
Officer
 
 32.2*
                Section
      905 Certification of Chief Accounting
Officer
  
 (1)
Previously filed as an exhibit to the Company's Quarterly Report on Form 10-QSB
for the quarter ended May 31, 2005.
 (2)
Previously filed as an exhibit to the Company's Current Report on Form 8-K Filed
with the Commission on October 6, 2004.
 (3)
Previously filed as an exhibit to the Company's Annual Report on Form 10-KSB for
the year ended August 31, 2004.
 (4)
Previously filed as an exhibit to the Company's Current Report on Form 8-K filed
with the Commission on March 21, 2007.
 * Filed
herewith
  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:  December
      3, 2009
                      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.
 
 December
      3, 2009
                /s/
      Linda Perry
                  
                  Linda
      Perry, President and Chief Executive Officer
                  (Principal
      Executive Officer)
  
 December
      3, 2009
                /s/
      Barrington Fludgate
                  
                  Barrington Fludgate, Chief
      Financial Officer
                  (Principal
      Accounting Officer)
   
  23