UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
      [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
           ACT OF 1934 FOR FISCAL YEAR ENDED: August 31, 2005
                                       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, 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:



--------------------------------------------------------------------------------
                                (Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

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

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

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

State issuer's revenues for its most recent fiscal year: $0.00

<PAGE>

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: $4,757,000, as of April 27, 2007.

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:                 118,818,885
                  (Class)                     (Outstanding as of May 4, 2007)

































<PAGE>

                                TABLE OF CONTENTS

Item Number and Caption                                                     Page

Predictive Statements                                                         3

PART 1
         Item 1.  Description of Business                                     4
         Item 2:  Description of Property                                     5
         Item 3.  Legal Proceedings                                           5
         Item 4.  Submission of Matters to Vote of Security Holders           6

PART II

         Item 5.  Market for Common Equity and Related Stockholder Matters    6
         Item 6.  Plan of Operation                                           9
         Item 7.  Financial Statements                                       10
         Item 8.  Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure                        11
         Item 8A. Controls and Procedure                                     11
         Item 8B. Other Information                                          13

PART III

         Item 9.  Directors/Executive Officers/Promoters/Control Person;     13
                     Compliance with Section 16(a) of the Exchange Act
         Item 10. Executive Compensation                                     14
         Item 11. Security Ownership of Certain Beneficial Owners and
                  Management                                                 17
         Item 12. Certain Relationships and Related Transactions             18
         Item 13. Exhibits                                                   19
         Item 14. Principal Accountant Fees and Services                     19

<PAGE>

                           PREDICTIVE STATEMENTS

         Except for historical information, this report contains predictive
statements. Such predictive statements involve risks and uncertainties,
including, among other things, statements regarding our business strategy,
future revenues and anticipated costs and expenses. Such predictive statements
include, among others, those statements including the words "expects,"
"anticipates," "intends," "believes" and similar language. Our actual results
may differ significantly from those projected in the predictive statements.
Factors that might cause or contribute to such differences include, but are not
limited to, those discussed in the sections "Plan of Operation" and "Business".
You are cautioned not to place undue reliance on the predictive statements,
which speak only as of the date of this report. We undertake no obligation to
publicly release any revisions to the predictive statements or reflect events or
circumstances taking place after the date of this document.



















                                       3

<PAGE>

                                     PART I

Item 1. DESCRIPTION OF BUSINESS

GENERAL

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

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

            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 July 31, 2004 we entered into a Letter of Understanding with New Co
Tech Corporation relating to a proposed joint venture to exploit the various
rights we obtained through the transactions with MJWC, Inc. and Brain Games
Asia, Inc; however, we were unable to negotiate a mutually acceptable definitive
agreement and, effective September 29, 2004, entered into a Settlement Agreement
and Mutual Release terminating the Letter of Understanding. As part of such
settlement, we also entered into a Consulting Agreement with certain affiliates
of New Co Tech Corporation pursuant to which such affiliates agreed to provide
us with assistance designing and operating our website, www.rtg-ventures.com,
and we issued an aggregate of 428,572 shares of our common stock to such
affiliates.

                                       4
<PAGE>

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

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

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

            On March 20, 2007, we entered into a Share Exchange Agreement with
Atlantic Network Holdings Limited, a Guernsey company limited by shares, New
Media Television (Europe) Limited, a United Kingdom private company limited by
shares and certain outside stockholders listed on Exhibit A thereto, pursuant to
which we have agreed to issue an aggregate of 152,767,134 shares of our common
stock to the stockholders of New Media Television (Europe) Limited in exchange
for all of the outstanding capital shares of New Media Television (Europe)
Limited. The closing of the transactions under the Share Exchange Agreement is
subject to the fulfillment of certain conditions, including the completion of
our audits for the fiscal years ended August 31, 2005 and 2006 and our filing
all reports required under the Securities Exchange Act of 1934, as amended, to
the date of closing. In addition, t he Company has agreed that there will be no
more than 16,974,126 shares of common stock outstanding immediately prior to
closing. No assurance can be given that the transaction will be completed.

SALES AND MARKETING

         We currently do not engage in any sales or marketing efforts as we
currently have no operations.

RESEARCH AND DEVELOPMENT

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

EMPLOYEES

         We currently have one full-time employee.

Item 2. DESCRIPTION OF PROPERTY

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

 Item 3. LEGAL PROCEEDINGS

On March 31, 2005, certain of our shareholders commenced an action in the
Supreme Court of the State of New York, County of New York, entitled BARRINGTON
FLUDGATE, LINDA PERRY and SILVER LAKE HOLDINGS, INC., individually and
derivatively as Shareholders of RTG Ventures, Inc. v. RTG VENTURES, INC., ATUL
MEHTA and PUJA MEHTA, Index No.:600989-2005. This proceeding sought to reverse
certain actions taken by our former sole Director and Chief Executive Officer,
Atul Mehta, following his assuming control of the Company. The Plaintiffs in
this proceeding alleged that the actions taken were taken without the requisite
approval of our shareholders. As of March 31, 2005, the Company, Plaintiffs and
the individual defendants named in the action entered into a Settlement
Agreement pursuant to which, among other things, we issued 21,000,000 shares of
our common stock to Silverlake Holdings, Mr. Mehta resigned as Director and
Chief Executive Officer effective April 19, 2005 and Ms. Deborah Rose was
appointed as our sole Director and Chief Executive Officer.

                                       5
<PAGE>

         Also pursuant to the Settlement Agreement, certain amendments to our
Certificate of Incorporation changing our jurisdiction of organization and
capitalization, as well as the unauthorized issuance of shares of our common
stock to Mr. Mehta and his sister, Puja Mehta, were rescinded and canceled.

              Certain provisions of the Settlement Agreement were subsequently
set aside on April 24, 2006 due to the default by defendants in their
performance thereunder, as reported in the Company's Current Report on Form 8-K
filed with the SEC on April 25, 2006 and amended on April 28, 2006. By written
consent of each of the Company's shareholders and directors, the Company's
previous management was reinstated.

          On or about May 6, 2005, we were served with a subpoena from the
United States Securities and Exchange Commission (the "Commission") demanding
the production of certain documents related to the conduct of our business
during the period from May 1, 2003 to the date of the subpoena, documents
relating to the issuance, delivery and transfer of our securities and all
documents, contracts, correspondence and other items relating to a proposed
joint venture and certain rights obtained from the Sports Ministry of the PRC,
as well as documents relating to information set forth in certain of our press
releases. In addition, the subpoena included a demand for the production of
documents relating to certain other entities with which we were alleged to be
conducting business. We complied fully with the subpoena to the extent that we
possessed the requested documents and information and have not received any
response or other further official correspondence from the Commission to date.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Effective August 12, 2005 our shareholders approved by written consent
an amendment to our Articles of Incorporation to increase our authorized capital
to 200,000,000 shares of common stock, par value $.001 per share, and 2,000,000
shares of preferred stock, par value $.001 per share. There were no other
matters submitted to a vote of security holders during the fourth quarter of the
fiscal year ended August 31, 2005.

                                     PART II

Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MARKET INFORMATION.

         Our common stock was listed for trading 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. Our common stock is currently traded over-the-counter on the Pink Sheets
under the symbol "RTGV."

PER SHARE MARKET PRICE DATA

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

                                       6
<PAGE>

Year Ended August 31, 2004:     High Bid       Low Bid
First Quarter                    $0.80         $0.15
Second Quarter                   $0.15         $0.04
Third Quarter                    $0.08         $0.025
Fourth Quarter                   $0.09         $0.025

Year Ended August 31 2005:       High Bid      Low Bid
First Quarter                    $0.028        $0.006
Second Quarter                   $0.017        $0.004
Third Quarter                    $0.0095       $0.0025
Fourth Quarter                   $0.0068       $0.0025

Year Ended August 31, 2006:      High Bid      Low Bid
First Quarter                    $0.0075       $0.0026
Second Quarter                   $0.0079       $0.0060
Third Quarter                    $0.0024       $0.0024
Fourth Quarter                   $0.004        $ 0.004

Year Ending August 31, 2007:     High Bid      Low Bid
First Quarter                    $0.005        $0.004
Second Quarter                   $0.049        $0.035


         The last reported sale price of our common stock on the Pink Sheets on
May 4, 2007 was $0.06 per share. As of May 4, 2007, there were approximately 104
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, 2005.

RECENT SALES OF UNREGISTERED SECURITIES

In May 2003, certain intangibles assets from Brain Games Asia, Inc. were
acquired in exchange for 3,725,000 shares of the Company's common stock. The
intangible assets acquired consist primarily of rights to arrange, organize and
promote the Chinese Chess Championships.

On June 1, 2003, the Company issued 450,000 shares of common stock to a
consultant. Such shares were valued at their market value on the date of
issuance of $.01 per share. The Company recorded consulting expenses of $4,500.

On September 1, 2003, the Company issued 200,000 shares of common stock to a
consultant. Such shares were valued at their market value on the date of
issuance of $.75 per share. The Company recorded consulting expenses of
$150,000.

                                       7
<PAGE>

On December 15, 2003 the Company issued 300,000 shares of common stock to a
consultant. Such shares were valued at their market value on the date of
issuance of $.30 per share. The Company recorded consulting expenses of $90,000.

On October 1, 2003, in connection with the exercise of stock warrants, the
Company issued 2,000,000 shares of common stock to consultants. Since the
Company did not receive any cash for the exercise of these options, the Company
reduced amounts due to the consultants by $600,000 based on the exercise price
of the underlying stock options granted.

On January 9, 2004, the Company issued 2,000,000 shares of common stock as
settlement for accrued expenses of $119,000. The shares were valued at their
market value on the date of issuance of $.30 per share or $600,000. The Company
recorded the $481,000 in excess of the accrued expenses as consulting expenses.

On January 26, 2004, the Company issued 100,000 shares of common stock as
settlement for accrued expenses of $19,000. The shares were valued at their
market value on the date of issuance of $.37 per share or $37,000. The Company
recorded the $18,000 in excess of the accrued expenses as consulting expenses.

On February 1, 2004, in connection with the exercise of stock options, the
Company issued 1,500,000 shares of common stock to its President. Since the
Company did not receive any cash for the exercise of these options, the Company
reduced accrued salaries owed to the president by $15,000 based on the exercise
price of the underlying stock options granted.

In September 2004, the Company cancelled 300,000 shares of common stock to a
consultant for non-performance. The Company reversed the original amount of
consulting expense recorded of $90,000.

In September 2004, the Company issued 2,000,000 shares of common stock to
consultants. Such shares were valued at their market value on the date of
issuance of $.03 per share. The Company recorded consulting expenses of $60,000.

In October 2004, the Company issued 214,286 shares of common stock as a
settlement for accrued expenses. Such shares were valued at their market value
on the date of issuance of $.04 per share. The Company recorded an additional
$8,500 for this settlement.

In October 2004, the Company issued 214,286 shares of common stock to a
consultant. Such shares were valued at their market value on the date of
issuance of $.04 per share. The Company recorded consulting expenses of $8,500.

In January 2005, the Company issued 13,400,000 shares of common stock to the
Company's executive officers in exchange for forgiveness of debt. Such shares
were valued at their market value on the date on the date of issuance of $.03
per share. The Company recorded a reduction of payables of $402,000.

In January 2005, the Company issued 3,000,000 shares of common stock to
consultants for settlement of accrued expense of $30,000. Such shares were
valued at their market value on the date of issuance of $.02 per share or
$60,000. The Company recorded the $30,000 in excess of the accrued expenses as
non-cash compensation expense.

In January 2005 the Company issued 2,450,000 shares of common stock for the
exercise of warrants. The amount due for the exercise of $60,450 was used to
reduce amounts due to the same individuals.

                                       8
<PAGE>

In February 2005, the Company issued 12,826,063 shares of common stock to the
Company's executive officers in exchange for forgiveness of debt. Such shares
were valued at their market value on the date on the date of issuance of $.016
per share. The Company recorded a reduction of payables of $205,217.

In February 2005, the Company issued 13,281,250 shares of common stock to the
Company's executive officers in accordance to the severance contracts. Such
shares were valued at their market value on the date on the date of issuance of
$.016 per share. The Company recorded severance expense of $212,500.

In March 2005, the Company issued 21,000,000 shares of common stock in
accordance with the settlement agreement (Note 9). Such shares were valued at
their market value on the date of issuance of $.007 per share. The Company
recorded interest expense of $147,000.

               All of the foregoing issuances were made in reliance on Section
4(2) of the Securities Act and/or Regulation D or Regulation S promulgated
thereunder.

Item 6. PLAN OF OPERATION

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

         We are a development stage company. We have not generated any revenues.
There is presently no business being conducted by the company. We continue to
look for merger and acquisition candidates in related and unrelated fields. Such
transactions may involve sales of our debt or equity securities. No assurance
can be given that we will enter into and complete any transactions of this type.

         We have financed our activity to date from sales of debentures and
loans from shareholders and officers. As at August 31, 2005 we had an
accumulated deficit of $4,068,073. 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.


                                       9
<PAGE>

Item 7. FINANCIAL STATEMENTS

                               RTG VENTURES, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                                 AUGUST 31, 2005

                   Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm                      F-1

Consolidated Balance Sheet as of August 31, 2005                             F-2

Consolidated Statements of Operations for the years ended
 August 31, 2005 and 2004 and the developmental stage period
 July 17, 2000 through August 31, 2005                                       F-3

Consolidated Statement of Stockholders' Equity (Deficit) for
the years ended August 31, 2005 and 2004 and the developmental
stage period July 17, 2000 through August 31, 2005                           F-4

Consolidated Statements of Cash Flows for the years ended
 August 31, 2005 and 2004 and the developmental stage period
 July 17, 2000 through August 31, 2005                                       F-5

Notes to Consolidated Financial Statements                                   F-6

                                       10
<PAGE>

             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, 2005, and the related
consolidated statements of operations, stockholders' deficit and cash flows for
the years ended August 31, 2005 and 2004 and for the period July 17, 2000
(inception) to August 31, 2005. 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 audit.

We conducted our audit 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, as of
August 31, 2005, and the results of their operations and their cash flows for
the years ended August 31, 2005 and 2004, and for the period from July 17, 2000
(inception) to August 31, 2005, 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 a 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, 2005 of approximately $4,100,000. The Company
incurred a net loss for the year ended August 31, 2005 of approximately $619,000
and had negative working capital at August 31, 2005 of approximately $185,000.
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
May 8, 2007

<PAGE>

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

                           CONSOLIDATED BALANCE SHEET

                                 August 31, 2005

                                     ASSETS





TOTAL  ASSETS                                                $                -
                                                             ===================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                   $           85,067
     Notes payable                                                      100,000
                                                             -------------------

         TOTAL CURRENT LIABILITIES                                      185,067


STOCKHOLDERS' DEFICIT
     Preferred stock, par value $.001;authorized 2,000,000
      shares, issued - none                                                   -
     Common stock, par value $.001;  authorized 200,000,000
      shares; issued and outstanding 106,318,885 shares                 106,319
     Additional paid in capital                                       3,776,687
     Deficit accumulated during development stage                    (4,068,073)
                                                             -------------------

         TOTAL STOCKHOLDERS' DEFICIT                                   (185,067)
                                                             -------------------

         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT         $                -
                                                             ===================




                 See notes to consolidated financial statements.

                                       F-2
<PAGE>


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>


                                                                                       Cumulative
                                               Year ended August 31,               From July 17, 2000
                                      ----------------------------------------         (Inception)
                                            2005                  2004             To August 31, 2005
                                      ------------------   -------------------   ------------------------
COSTS AND EXPENSES:
<S>                                   <C>                  <C>                   <C>
     Non-cash compensation            $         229,500    $        1,817,000    $             2,055,500
     General and administrative                 281,612               591,828                  1,243,762
      Impairment of intangibles                       -                26,475                     26,475
      Interest expense                          247,000                     -                    247,000
     Merger and acquisition costs                     -                     -                    634,751
                                      ------------------   -------------------   ------------------------
LOSS BEFORE OTHER INCOME                        758,112             2,435,303                  4,207,488

OTHER INCOME                                   (139,415)                    -                   (139,415)
                                      ------------------   -------------------   ------------------------

NET LOSS                              $         618,697    $        2,435,303 $                4,068,073
                                      ==================   ===================   ========================

NET LOSS PER SHARE:
     Basic and Diluted                $            0.01    $             0.07
                                      ==================   ===================

WEIGHTED AVERAGE NUMBER OF SHARES:
     Basic and Diluted                       78,622,780            36,795,333
                                      ==================   ===================

</TABLE>




















           See notes to consolidated financial statements.

                                       F-3

<PAGE>
                         RTG VENTURES INC AND SUBSIDIARY
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>

                                                                                                   Deficit
                                                        Common Stock                             Accumulated          Total
                                              -------------------------------    Additional        During          Stockholders'
                                                  Shares           Amount      Paid in Capital  Development Stage     Deficit
                                              -------------------------------  ---------------  ----------------- ---------------
                                                                  (Restated)                       (Restated)
<S>            <C> <C>         <C>  <C>            <C>        <C>              <C>             <C>                <C>
Balance,  July 17, 2000 to May 31,  2002           5,208,000  $        5,208   $            -  $              -   $        5,208

    Issuance of common stock for services            500,000             500                -                 -              500

    Reverse acquisition of RTG                    22,750,000          22,750           84,656                 -          107,406

    Shares issued for certain intangible rights    3,725,000           3,725                -                 -            3,725

    Value of stock options / warrants issued               -               -            4,500                 -            4,500

    Exchange of MJWC pre-merger shares
        for shares in the company                   (500,000)           (500)               -                 -             (500)

    Net loss                                               -               -                -          (786,573)        (786,573)
                                              ---------------   -------------    -------------   ---------------  ---------------
Balance,  May 31, 2003                            31,683,000          31,683           89,156          (786,573)        (665,734)

    Issuance of common stock for services            450,000             450            4,500                 -            4,500


    Net loss                                               -               -                -          (227,500)        (227,500)
                                              ---------------   -------------    -------------   ---------------  ---------------
Balance,  August 31, 2003                         32,133,000          32,133           93,206        (1,014,073)        (888,734)

    Issuance of common stock for services            500,000             500          239,500                 -          240,000

    Shares issued for exercise of options and
     warrant                                       3,500,000           3,500          611,500                 -          615,000

    Value of stock options issued                          -               -        1,078,000                 -        1,078,000

    Shares issued for payment of
    accounts payable  and services                 2,100,000           2,100          634,900                 -          637,000

    Net loss                                               -               -                -        (2,435,303)      (2,435,303)
                                              ---------------   -------------    -------------   ---------------  ---------------
Balance,  August 31, 2004                         38,233,000          38,233        2,657,106        (3,449,376)        (754,037)

    Capital contribution                                   -               -           13,500                 -           13,500

    Shares issued for payment of
    accounts payable  and services                65,935,885          65,936        1,037,781                 -        1,103,717

    Shares cancelled                                (300,000)           (300)         (87,000)                -          (90,000)


    Shares issued for exercise of options          2,450,000           2,450           58,000                 -           60,450

    Beneficial conversion feature                          -               -          100,000                 -          100,000

    Net loss                                               -               -                -          (618,697)        (618,697)
                                              ---------------   -------------    -------------   ---------------  ---------------

Balance, August 31, 2005                         106,318,885    $    106,319     $  3,776,687    $   (4,068,073)  $     (185,067)
                                              ===============   =============    =============   ===============  ===============
</TABLE>

                See notes to consolidated financial statements.

                                      F-4

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

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                                   Cumulative
                                                                                               From July 17, 2000
                                                                  Year ended August 31,           (Inception)
                                                            --------------------------------
                                                                2005              2004         To August 31, 2005
                                                            --------------   ---------------   -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                         <C>              <C>               <C>
     Net loss                                               $    (618,697)   $   (2,435,303)   $       (4,068,073)

     Adjustments to reconcile net loss to net cash used
      in operating activities:
           Non-cash compensation                                  376,500         1,817,000             2,202,500
           Write-off of intangibles                                     -            26,475                26,475
           Interest expense                                       100,000                 -               100,000
           Gain on settlement of payables                        (139,415)                               (139,415)
     Changes in assets and liabilities:
        Notes receivable                                                -                 -                88,178
        Refundable income taxes                                         -                 -                 2,257
        Due to officer
        Accounts payable and accrued expenses                     168,112           591,828             1,674,578
                                                            --------------   ---------------   -------------------
           Total adjustments                                      505,197         2,435,303             3,954,573
                                                            --------------   ---------------   -------------------

NET CASH USED IN OPERATING ACTIVITIES                            (113,500)                -              (113,500)
                                                            --------------   ---------------   -------------------

NET CASH USED IN INVESTING ACTIVITIES                                   -                 -                     -
                                                            --------------   ---------------   -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from note payable                                   100,000                 -               100,000
     Capital contribution                                          13,500                 -                13,500
                                                            --------------   ---------------   -------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                         113,500                 -               113,500
                                                            --------------   ---------------   -------------------

INCREASE IN CASH                                                        -                 -                     -
                                                            --------------   ---------------   -------------------

CASH - BEGINNING OF YEAR                                                -                 -                     -
                                                            --------------   ---------------   -------------------

CASH - END OF YEAR                                          $           -    $            -    $                -
                                                            ==============   ===============   ===================

CASH PAID FOR :
Interest                                                    $           -    $            -    $                -
                                                            ==============   ===============   ===================
Taxes                                                       $           -    $            -    $                -
                                                            ==============   ===============   ===================

Supplemental Cash Flow Information:
     Non-Cash Investing and Financing Activities
        Common stock issued for payment of accounts
         payable                                            $     637,217    $      138,000    $          775,217
                                                            ==============   ===============   ===================
        Proceeds from exercise of warrants issued as
         payment of accounts payable                        $      60,450    $      615,000    $          675,450
                                                            ==============   ===============   ===================
        Acquisition of intangibles for common stock         $           -    $            -    $           26,475
                                                            ==============   ===============   ===================
</TABLE>

                 See notes to consolidated financial statements.

                                       F-5
<PAGE>

                        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.

                                      F-6
<PAGE>

                        RTG VENTURES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash Equivalents

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

Income Taxes

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

Computation of Net Loss Per Share

The Company presents basic loss per share and, if appropriate, diluted earnings
per share in accordance with SFAS 128, "Earnings Per Share ("SFAS 128"). Under
SFAS 128 basic net loss per share is computed by dividing net income (loss) for
the period by the weighted-average number of shares outstanding during the
period. Diluted net income per share is computed by dividing net income for the
period by the weighted-average number of common share equivalents during the
period. Common stock equivalents arise from the issuance of stock options and
warrants. Dilutive earnings per share is not shown as the effect is
antidilutive.

Fair Value of Financial Instruments

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

Impairment of Long-Lived Assets

The Company evaluates the recoverability and carrying value of its long-lived
assets at each balance sheet date. Among other factors considered in such
evaluation is the historical and projected operating performance of business
operations, the operating environment and business strategy, competitive
information and market trends. During the year ended August 31, 2004, the
Company wrote off its intangible asset of $26,475 due to impairment.

Stock Based Compensation

The Company accounted for stock transactions in accordance with APB No. 25,
"Accounting for Stock Issued to Employees". In accordance with Statement of
Accounting Standards No. 123 ("SFAS 123"), as amended by SFAS 148, "Accounting
for Stock-Based Compensation", the Company adopted the pro forma disclosure
requirements of SFAS 148.

                                      F-7
<PAGE>

                        RTG VENTURES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Standards

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
(Statement 157), which addresses how companies should measure fair value when
they are required to use a fair value measure for recognition or disclosure
purposes under generally accepted accounting principles. Statement 157 defines
fair value, establishes a framework for measuring fair value in generally
accepted accounting principles and expands disclosures about fair value
measurements. Statement 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007 and should be applied
prospectively, except in the case of a limited number of financial instruments
that require retrospective application. We are currently evaluating the
potential impact of Statement 157 on our financial statements. We do not expect
the impact will be material.

In December 2006, the FASB approved FASB Staff Position (FSP) No. EITF 00-19-2,
"Accounting for Registration Payment Arrangements" ("FSP EITF 00-19-2"), which
specifies that the contingent obligation to make future payments or otherwise
transfer consideration under a registration payment arrangement, whether issued
as a separate agreement or included as a provision of a financial instrument or
other agreement, should be separately recognized and measured in accordance with
SFAS No. 5, "Accounting for Contingencies". FSP EITF 00-19-2 also requires
additional disclosure regarding the nature of any registration payment
arrangements, alternative settlement methods, the maximum potential amount of
consideration and the current carrying amount of the liability, if any. The
guidance in FSP EITF 00-19-2 amends FASB Statements No. 133, "Accounting for
Derivative Instruments and Hedging Activities", and No. 150, "Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity", and FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure
requirement for Guarantees, Including Indirect Guarantees of Indebtedness of
Others", to include scope exceptions for registration payment arrangements. FSP
EITF 00-19-2 is effective immediately for registration payment arrangements and
the financial instruments subject to those arrangements that are entered into or
modified subsequent to the issuance date of this FSP, or for financial
statements issued for fiscal years beginning after December 15, 2006, and
interim periods within those fiscal years, for registration payment arrangements
entered into prior to the issuance date of this FSP. We are currently evaluating
the potential impact of FSP EITF 00-19-2 on our financial statements. We do not
expect the impact will be material.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities-including an amendment of FAS 115"
(Statement 159). Statement 159 allows entities to choose, at specified election
dates, to measure eligible financial assets and liabilities at fair value that
are not otherwise required to be measured at fair value. If a company elects the
fair value option for an eligible item, changes in that item's fair value in
subsequent reporting periods must be recognized in current earnings. Statement
159 is effective for fiscal years beginning after November 15, 2007. We are
currently evaluating the potential impact of Statement 159 on our financial
statements. We do not expect the impact will be material.

                                      F-8
<PAGE>

                        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, 2005 of approximately $4,100,000. The Company incurred a net loss for year
ended August 31, 2005 of approximately $619,000 and had negative working capital
at August 31, 2005 of approximately $185,000. These factors, among others, raise
substantial doubt about its ability to continue as a going concern. In order to
continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plans to obtain such resources for
the Company include (1) obtaining capital from management and significant
stockholders sufficient to meet its minimal operating expenses, and (2) seeking
out and completing a merger with an existing operating company.

NOTE 4 - NOTES PAYABLE

In September 2004 the Company issued an interest free $60,000 convertible
debenture which was convertible into 6,000,000 common shares at $.01 per share.
In December 2004 the Company issued a similar $40,000 debenture, convertible
into 4,000,000 common shares. A value of $100,000 was attributed to the
beneficial conversion of the notes and was amortized as interest expense during
the year ended August 31, 2005. On January 30, 2007, the Company issued
10,000,000 shares to the debenture holder, having a market value of $.075 per
share, in full settlement of the outstanding debentures payable. The excess
market value of the shares over the note payable $650,000 was charged to
interest expense and credited to paid-in-capital.

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

At August 31, 2005 accounts payable and accrued expenses consisted of the
following:

         Trade payables                                       $39,586
         Professional fees                                     45,481
                                                              -------
         Total                                                $85,067
                                                              =======

Management has negotiated reductions of $139,000 payable to certain creditors.
Such amount was reflected as Other Income in the financial statements for the
year ended August 31, 2005.

NOTE 6 - COMMON STOCK

In May 2003, certain intangibles assets from Brain Games Asia, Inc. were
acquired in exchange for 3,725,000 shares of the Company's common stock. The
intangible assets acquired consist primarily of rights to arrange, organize and
promote the Chinese Chess Championships.

On June 1, 2003, the Company issued 450,000 shares of common stock to a
consultant. Such shares were valued at their market value on the date of
issuance of $.01 per share. The Company recorded consulting expenses of $4,500.

                                       F-9
<PAGE>

                        RTG VENTURES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - COMMON STOCK (continued)

On September 1, 2003, the Company issued 200,000 shares of common stock to a
consultant. Such shares were valued at their market value on the date of
issuance of $.75 per share. The Company recorded consulting expenses of
$150,000.

On December 15, 2003 the Company issued 300,000 shares of common stock to a
consultant. Such shares were valued at their market value on the date of
issuance of $.30 per share. The Company recorded consulting expenses of $90,000.

On October 1, 2003, in connection with the exercise of stock warrants, the
Company issued 2,000,000 shares of common stock to consultants. Since the
Company did not receive any cash for the exercise of these options, the Company
reduced amounts due to the consultants by $600,000 based on the exercise price
of the underlying stock options granted.

On January 9, 2004, the Company issued 2,000,000 shares of common stock as
settlement for accrued expenses of $119,000. The shares were valued at their
market value on the date of issuance of $.30 per share or $600,000. The Company
recorded the $481,000 in excess of the accrued expenses as consulting expenses.

On January 26, 2004, the Company issued 100,000 shares of common stock as
settlement for accrued expenses of $19,000. The shares were valued at their
market value on the date of issuance of $.37 per share or $37,000. The Company
recorded the $18,000 in excess of the accrued expenses as consulting expenses.

On February 1, 2004, in connection with the exercise of stock options, the
Company issued 1,500,000 shares of common stock to its President. Since the
Company did not receive any cash for the exercise of these options, the Company
reduced accrued salaries owed to the president by $15,000 based on the exercise
price of the underlying stock options granted.

In September 2004, the Company cancelled 300,000 shares of common stock to a
consultant for non-performance. The Company reversed the original amount of
consulting expense recorded of $90,000.

In September 2004, the Company issued 2,000,000 shares of common stock to
consultants. Such shares were valued at their market value on the date of
issuance of $.03 per share. The Company recorded consulting expenses of $60,000.

In October 2004, the Company issued 214,286 shares of common stock as a
settlement for accrued expenses. Such shares were valued at their market value
on the date of issuance of $.04 per share. The Company recorded an additional
$8,500 for this settlement.

In October 2004, the Company issued 214,286 shares of common stock to a
consultant. Such shares were valued at their market value on the date of
issuance of $.04 per share. The Company recorded consulting expenses of $8,500.

In January 2005, the Company issued 13,400,000 shares of common stock to the
Company's executive officers in exchange for forgiveness of debt. Such shares
were valued at their market value on the date on the date of issuance of $.03
per share. The Company recorded a reduction of payables of $402,000.

In January 2005, the Company issued 3,000,000 shares of common stock to
consultants for settlement of accrued expense of $30,000. Such shares were
valued at their market value on the date of issuance of $.02 per share or
$60,000. The Company recorded the $30,000 in excess of the accrued expenses as
non-cash compensation expense.

In January 2005 the Company issued 2,450,000 shares of common stock for the
exercise of warrants. The amount due for the exercise of $60,450 was used to
reduce amounts due to the same individuals.

                                      F-10
<PAGE>

                        RTG VENTURES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - COMMON STOCK (continued)

In February 2005, the Company issued 12,826,063 shares of common stock to the
Company's executive officers in exchange for forgiveness of debt. Such shares
were valued at their market value on the date on the date of issuance of $.016
per share. The Company recorded a reduction of payables of $205,217.

In February 2005, the Company issued 13,281,250 shares of common stock to the
Company's executive officers in accordance to the severance contracts. Such
shares were valued at their market value on the date on the date of issuance of
$.016 per share. The Company recorded severance expense of $212,500.

In March 2005, the Company issued 21,000,000 shares of common stock in
accordance with the settlement agreement (Note 9). Such shares were valued at
their market value on the date of issuance of $.007 per share. The Company
recorded interest expense of $147,000.

NOTE 7 - STOCK OPTIONS / WARRANTS

On May 21, 2003, the Company entered into a consulting agreement and granted
450,000 stock warrants to a consultant. These warrants were granted with an
exercise price of $.001 per share and expire two years from the date of grant.
The fair value of each option grant was estimated on the date of grant using the
Black-Scholes option-pricing model. In connection with these options, the
company recorded consulting fees of $4,500.

On June 9, 2003, the Company entered into a consulting agreement and granted
3,000,000 warrants to a consultant. These warrants were granted with exercise
prices of $.20 (1,000,000 shares), $.40 (1,000,000 shares) and $.60 (1,000,000
shares) per share and expire two years from the date of grant. The fair value of
each option grant was estimated on the date of grant using the Black-Scholes
option-pricing model. In connection with these options, the company recorded
consulting fees of $43,000.

On September 1, 2003, in connection with an employment agreement, the Company
granted 1,500,000 options to its President to acquire 1,500,000 shares of the
Company's common stock. The options have an exercise price of $.01 and expire
four years from the date of grant. In connection with these options, the Company
recorded non-cash compensation of $1,035,000 for the period ended August 31,
2004 under the intrinsic value method of APB 25.

In September 2004, the Company issued 1,500,000 options and 500,000 warrants
pursuant to employment and consulting agreements with its officers.

                                      F-11
<PAGE>

                        RTG VENTURES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 - STOCK OPTIONS / WARRANTS (continued)

The following table summarizes the Company's stock options outstanding at August
31, 2005:


                              Shares exercise price    Weighted average
                              ---------------------   -------------------
Outstanding and exercisable
at August 31, 2003                       3,450,000    $              .35
   Granted                               1,500,000                   .01
   Exercised                            (3,500,000)                 (.18)
   Expired                                       -                     -
                              ---------------------   -------------------
Outstanding and exercisable
at August 31, 2004                       1,450,000                   .41
   Granted                               2,000,000                   .03
   Exercised                            (2,450,000)                  .03
   Expired                              (1,000,000)                  .60
                              ---------------------   -------------------
Outstanding and exercisable
at August 31, 2005                               -    $                -
                              =====================   ===================

The Company applies APB No. 25, "Accounting for Stock Issued to Employees", and
related interpretations in accounting for its stock options including those
options/warrants issued to officers under their employment agreement. Had the
Company determined compensation cost based on the fair value at the grant date
for its stock options under SFAS No. 123, "Accounting for Stock-Based
Compensation", the Company's net loss would have been reported as follows:

<TABLE>
<CAPTION>

                                                  Year Ended                Year Ended
                                               August 31, 2005           August 31, 2004
                                          ----------------------      ----------------------
Net Loss:
<S>                                       <C>                         <C>
          As reported                     $             618,697       $           2,435,303
          Pro Forma                       $             664,697       $           2,439,863
Basic and diluted loss per common share:
          As reported                     $                0.01       $                 .06
          Pro Forma                       $                0.01       $                 .06
</TABLE>

The Company utilizes the Black-Scholes option-pricing model to calculate the
fair value of each individual issuance of options with the following assumptions
used for grants during the years ended August 31, 2005 and 2004. The per-share
weighted average fair value of stock options granted during 2005 and 2004 was
$.02 and $.01, respectively, on the date of grant using the Black-Scholes
pricing model and the following assumptions for the year ended August 31, 2004
and 2005:

                                                    2005            2004
                                              ----------------- --------------
       Expected dividend yield                         -                -
       Risk-free interest rate                        3%               5%
       Annualized volatility                         91%             100%
       Estimated life                             3-4 years         3 years

                                      F-12
<PAGE>

                        RTG VENTURES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - INCOME TAXES

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

For the years ended August 31, 2005 and 2004, the provision (benefit) for income
taxes differs from the amounts computed by applying the statutory federal income
tax rate to income (loss) before provision for income taxes, the reconciliation
is as follows:

                                                     Year Ended August 31,
                                                   2005               2004
                                              --------------     -------------
Benefit (Taxes)computed at statutory rate     $     306,000      $    828,000
Permanent difference                               (162,000)         (627,000)
Income tax benefit not utilized                    (144,000)         (201,000)
                                              --------------     -------------

Net income tax benefit                        $           -      $          -
                                              ==============     =============

The Company has a net operating loss carryforward for tax purposes totaling
approximately $1,103,000 at August 31, 2005 expiring through the year 2025.
Listed below are the tax effects of the items related to the Company's net tax
asset:

Tax benefit of net operating loss carryforward                 $     386,000
Valuation allowance                                                 (386,000)
                                                               --------------

Net deferred tax asset recorded                                $           -
                                                               ==============


NOTE 9 - LITIGATION

Certain shareholders commenced an action in the Supreme Court of the State of
New York, County of New York, entitled BARRINGTON FLUDGATE, LINDA PERRY and
SILVER LAKE HOLDINGS, INC., individually and derivatively as Shareholders of RTG
Ventures, Inc. v. RTG VENTURES, INC., ATUL MEHTA and PUJA MEHTA, Index No.:
600989-2005. The litigation sought to reverse certain actions taken by the sole
Director and Executive Officer of the Company upon his assuming control. The
Plaintiffs alleged that the actions taken were done without the correct
shareholder consent. The Plaintiffs and the individual defendants and the
Company have entered into a Settlement Agreement, dated as of March 31, 2005. As
a result of the Settlement Agreement, the previous sole Director and Executive
Officer has resigned, effective April 19, 2005 and Deborah Rose has been
appointed as sole Director and Executive Officer. As part of the Settlement
Agreement, the changes to the Certificate of Incorporation and the issuance of
certain shares were cancelled.

The Company's former officers have made claims for reimbursement of $73,500
supposedly advanced on behalf of the Company. The Company has countered with
claims against those officers in an amount well in excess of the purported debt
and has indicated that it has no intention of honoring such claims. Accordingly,
to the extent $21,500 has some validity such obligation has been recorded as a
contribution of capital.

                                      F-13
<PAGE>

                        RTG VENTURES, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - LITIGATION (continued)

On or about May 6, 2005, the Company was served with a subpoena from the United
States of American Securities and Exchange Commission (the "Commission"),
demanding the production of certain documents related to the business of the
Corporation from May 1, 2003 to the present, and to produce documents related to
the issuance, deliverance and transfer of the securities of the Corporation, all
documents, contracts, correspondence and related items related to the
transaction involving the proposed joint venture related to the various rights
we have obtained from the Sports Ministry of the People's Republic of China, and
information set forth in certain press releases. In addition the demand included
the documents and related items with respect to other entities which the
Corporation was alleged to be conducting business with. The Corporation complied
with as much production of the demanded documents and information as was in its
possession at the time of the Subpoena. The Company has had no official contact
since the submission of the requested documents with the SEC.

Note 10 - Employment agreements

In April 2006, the Company entered into three year employment and consulting
agreements with two officers for annual remuneration of $185,000 and $120,000.
The Company also granted stock option to purchase a combined total of 2,500,000
common shares at a price of $.001 per share to such officers. The options vest
immediately and expire in April 2009.

Note 11 - SUBSEQUENT EVENTS

On January 30, 2007 2,500,000 common shares were issued to the aforementioned
officers upon exercise of their options for a total consideration of $2,500.

The Company concurrently issued 10,000,000 common shares to the debenture holder
as full payment of the outstanding payable.

Note 12 - SHARE EXCHANGE AGREEMENT

On March 20, 2007, the Company entered into a Share Exchange Agreement with
Atlantic Network Holdings Limited, a Guernsey company limited by shares, New
Media Television (Europe) Limited, a United Kingdom private company limited by
shares and certain outside stockholders listed on Exhibit A thereto, pursuant to
which the Company agreed to issue an aggregate of 152,767,134 shares of our
common stock to the stockholders of New Media Television (Europe) Limited in
exchange for all of the outstanding capital shares of New Media Television
(Europe) Limited. The closing of the transactions under the Share Exchange
Agreement is subject to the fulfillment of certain conditions, including the
completion of the audits for the fiscal years ended August 31, 2005 and 2006 and
the filing of all reports required under the Securities Exchange Act of 1934, as
amended, to the date of closing. In addition, the Company has agreed that there
will be no more than 16,974,126 shares of common stock outstanding immediately
prior to closing. No assurance can be given that the transaction will be
completed.

                                      F-14
<PAGE>

Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

         There have been no disagreements with accountants on accounting and
financial disclosure.


Item 8A. CONTROLS AND PROCEDURES

         CEO and CFO Certifications

              As of the end of the year covered by this annual report, our
company carried out under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer
("the Certifying Officers"), an evaluation of the effectiveness of our
"disclosure controls and procedures". The certifications of the CEO and the CFO
required by Rules 13a-14(a) and 15d-14(c) of the Securities Exchange Act of
1934, as amended (the "Certifications") are filed as exhibits to this report.
This section of this report contains information concerning the evaluation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) ("Disclosure Controls") and changes to internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) ("Internal Controls") referred to in the Certifications and should be
read in conjunction with the Certifications for a more complete understanding of
the topics presented.

Evaluation of Disclosure Controls

         We maintain controls and procedures designed to ensure that we are able
to collect the information that is required to be disclosed in the reports we
file with the Securities and Exchange Commission (the "SEC") and to process,
summarize and disclose this information within the time period specified in the
rules of the SEC. Our Chief Executive and Chief Financial Officers are
responsible for establishing, maintaining and enhancing these procedures. They
are also responsible, as required by the rules established by the SEC, for the
evaluation of the effectiveness of these procedures.


                                       11
<PAGE>

         Based on our management's evaluation (with participation of our
principal executive officer and principal financial officer), as of the end of
the period covered by this report, our principal executive officer and principal
financial officer concluded that a deficiency was identified in our internal
controls over financial reporting which constituted a "material weakness".
Accordingly, management concluded that our disclosure controls and procedures
were not effective.

         The material weakness was the result of an insufficient number of
personnel having adequate knowledge, experience and training to provide
effective oversight and review over our financial close and reporting process.

Limitations on the Effectiveness of Controls

         Our management does not expect that our disclosure controls or our
internal controls over financial reporting will prevent all error and fraud. A
control system, no matter how well conceived and operated, can provide only
reasonable, but not absolute, assurance that the objectives of a control system
are met. Further, any control system reflects limitations on resources, and the
benefits of a control system must be considered relative to its costs. These
limitations also include the realities that judgments in decision-making can be
faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people or by management override of a
control. A design of a control system is also based upon certain assumptions
about potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or fraud may occur and
may not be detected.

Changes in Internal Controls

         We maintain a system of internal controls designed to provide
reasonable assurance that transactions are executed in accordance with
management's general or specific authorization; transactions are recorded as
necessary to permit preparation of financial statements in conformity with
Generally Accepted Accounting Principles ("GAAP").

         It is the responsibility of our management to establish and maintain
adequate internal control over financial reporting. The material weakness
identified relates to an insufficient number of personnel having adequate
knowledge, experience and training to provide effective oversight and review
over our financial close and reporting process. This is the result of limited
financial resources. These control deficiencies in the aggregate did not result
in any misstatements in the interim consolidated financial statements.
Management is in the process of remedying the material weakness described above.


                                       12
<PAGE>

Internal control over financial reporting

     Management has initiated the following activities intended to improve our
internal control over financial reporting:

         As reported in the Company's Current Report on Form 8-K filed with the
SEC on April 24, 2006 and amended on April 28, 2006, the previous management was
removed by written consent of our shareholders and replaced by the former
executive officers and directors and the internal controls previously in place
were re-instituted.

Item 8B. OTHER INFORMATION

         Not applicable.



                               PART III MANAGEMENT

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT

EXECUTIVE OFFICERS AND DIRECTORS

         The following table sets forth certain information, as of August 31,
2005, with respect to our directors and executive officers.

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

Name                       Age                        Position
-----------------------------------------------------------------
Deborah Rose               44                        President/Chief
                                                     Executive Officer
                                                     and Director

         The following is a summary of the business experience of our sole
Director and executive officer:

         Deborah Rose has served as our President, Chief Executive Officer and a
Director since April 19, 2005. She possesses a Bachelors degree in Business
Administration in which she graduated summa cum laude. She has an extensive
background in administration details in the public markets. For the past eight
years, Ms. Rose has directed her knowledge and expertise to the public markets.
Her capacity is to coordinate the appropriate people, develop the corporate
structure and then create the public awareness for these companies. She has been
involved with a number of public companies in various stages of growth. Her
background has potential impact in the development of any and all business
development as well as assisting in the creation of marketing programs to assist
in the expansion of the Company's business model.

For the past 5 years she has worked in a non-executive capacity managing the day
to day operations of the following companies 1) Corporate Connections:
Advises/Consults companies going public 2) Sam Adams Inc.: Gold Course
Management Company 3) Tumbleweed Inc.: Resort Development in Canada.

                                       13
<PAGE>

COMPENSATION OF DIRECTORS

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

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

         Our common stock is not registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly,
our officers, directors and principal shareholders are not subject to the
beneficial ownership reporting requirements of Section 16(a) of the Exchange
Act.

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 or controller and persons performing similar functions. A copy of our
Code of Ethics was previously filed as an Exhibit to our Form 10-KS, 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 10. 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, 2005, 2004 or 2003, except
as follows:

<TABLE>
<CAPTION>

                                Annual Compensation                           Long-Term Compensation
                                -------------------                           ----------------------
Name and          Fiscal Year Ended                     Other                          Restricted    LTIP     All Other
Principal Position    August 31,    Salary   Bonus   Compensation     Options/SARs  Stock Awards   Payouts  Compensation
------------------    ----------    ------   -----  ----------------  ------------- ------------- --------- ------------
<S>                      <C>      <C>          <C>  <C>                        <C>             <C>       <C>          <C>
LINDA PERRY (13)         2005     106,500(1)   0    $   92,500(10)             0               0         0            0
PRESIDENT/CEO            2004     170,000(2)   0             0         1,500,000(3)            0         0            0
                         2003         0        0    $   90,000(4)              0               0         0            0
LANCER CORP.             2005         0        0             0           500,000(11)           0         0            0
                                                    $  180,000(5)(12)
BARRINGTON               2004         0        0    $  164,000(6)        450,000(7)            0         0            0
FLUDGATE    (13)         2003         0        0    $   76,000(8)              0               0         0            0
SECRETARY/CFO
</TABLE>
______________________________________

                                       14
<PAGE>

(1)   For the fiscal year ending August 3, 2005, Ms. Perry earned $106,500 of
      which $83,500 has been paid.

(2)    For the fiscal year ended August 31, 2004, Ms. Perry earned a base salary
       of $100,000 British Pounds Sterling (approximately $170,000), none of
       which has been paid.

(3)    For the fiscal year ended August 31, 2004, Ms. Perry received 1,500,000
       stock options, each to purchase one share of our common stock at $.01 per
       share.

(4)    For the fiscal year ended August 31, 2003, Ms. Perry earned $90,000 in
       consulting fees, $15,000 of which has been paid.

(5)    For the fiscal year ending August 31, 2005, Mr. Fludgate, through Lancer
       Corp., earned $60,000, of which $15,450 has been paid.

(6)    For the fiscal year ended August 31, 2004, Mr. Fludgate, through XBorder
       Corporate Services, Inc. earned $164,000, $24,000 of which has been paid.

(7)    For the fiscal year ended August 31, 2004, Mr. Fludgate received, through
       XBorder Corporate Services, Inc., 450,000 warrants each to purchase one
       share of our common stock at $.001 per share.

(8)    For the fiscal year ended August 31, 2003, Mr. Fludgate, through XBorder
       Corporate Services, Inc., earned $76,000, all of which has been paid.

(9)    For the fiscal year ended August 31, 2005 Ms. Perry received 1,500,000
       stock options, each to purchase one share of our common stock at $.03 per
       share.

(10)   Ms. Perry received a severence payment of $92,500.00

(11)   For the fiscal year ended August 31, 2005 Lancer Corp received 500,000
       stock options, each to purchase one share of our common stock.

(12)   Mr. Fludgate received a severence payment of $120,000.

(13)   Effective April 19, 2005, Ms. Perry and Mr Fludgate resigned their
       respective positions as executive officers and directors of our Company.
       Ms. Perry and Mr. Fludgate were subsequently reinstated to their
       respective positions with our Company effective April 24, 2006.

                                       15
<PAGE>

OPTION/SAR GRANTS IN LAST FISCAL YEAR

         No stock  appreciation  rights were granted to the named  executives
during the fiscal year ended August 31, 2005.

The following table contains information concerning options granted to executive
officers named in the summary compensation table during the fiscal year ended
August 31, 2005:

<TABLE>
<CAPTION>

                         NUMBER OF
                         SECURITIES        # OF TOTAL
                         UNDERLYING     OPTIONS GRANTED
                      OPTIONS GRANTED   TO EMPLOYEES IN
Name                        (#)           FISCAL YEAR         PRICE ($/SH)     EXPIRATION DATE
--------------------  ----------------  -----------------   --------------    ------------------
<S>                       <C>               <C>                  <C>                   <C> <C>
Linda Perry             1,500,000            67%               $0.03            AUGUST 31, 2009
Barrington Fludgate       500,000            33%               $0.03            AUGUST 31, 2009
</TABLE>

STOCK OPTION PLANS

         The named executives did not participate in any Company stock option
plans during the fiscal year ended August 31, 2005 and as of August 31, 2005
there were no options to purchase any of our securities outstanding.

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

         On September 7, 2004 , Barrington Fludgate exercised 500,000 stock
options at an exercise price of $.03 or $15,000 in the aggregate. The 450,000
warrants were also exercised at $.001 per share or $450 in the aggregate. During
the fiscal year ended August 31, 2005 there were no other exercises of stock
options by the named executives. The named executives have never received stock
appreciation rights.

<TABLE>
<CAPTION>

------------------------- ----------------------- ----------------------- ----------------------- -----------------------
                                                                                                  Number of Securities
                          Value of Unexercised                                                    Underlying
                          In-the-Money                                                            Unexercised
                          Options/SARs at         Shares Acquired on                              Options/SARs at
Name                      Fiscal Year End ($)     Exercise                Value Realized          Fiscal Year End (#)
------------------------- ----------------------- ----------------------- ----------------------- -----------------------
<S>                                            <C>             <C>                       <C>
Linda Perry                                   -0-              1,500,000                 $45,000                 N/A
------------------------- ----------------------- ----------------------- ----------------------- -----------------------
Barrington Fludgate                           -0-                950,000                 $15,450                 N/A
------------------------- ----------------------- ----------------------- ----------------------- -----------------------
</TABLE>


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, 2005.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
ARRANGEMENTS

On August 21, 2003 we entered into a two year employment agreement with Ms.
Linda Perry, pursuant to which Ms. Perry served as our President and Chief
Executive Officer (excepting the period from April 19, 2005 until April 24,
2006, during which period Ms. Deborah Rose served as our sole executive officer
and director). The agreement was renewable for successive two year terms upon
the mutual agreement of the parties and provided for the payment of an annual
salary of (pound)100,000 BP and the grant of 1,500,000 immediately vested stock
options, each exercisable for a period of four years from the date of grant at
an exercise price of $.01 per share. The agreement also provides for
participation in all employee benefit plans, programs and arrangements,
including those related to the provision of health, pension and liability
insurance benefits. In the event Ms. Perry is terminated by us without cause or
terminates the agreement for "good reason," as such term is defined in the
agreement, Ms. Perry would be entitled to receive severance pay in an amount
equal to one-half of her then current annual salary, payable over six months.
Termination "for good reason" includes, among other things, termination
resulting from a change in control. Effective September 1, 2004 the employment
agreement was amended to extend the initial term thereof through August 31, 2006
and to provide for a base annual salary of $185,000 and the grant, or an annual
bonus, of immediately vested options to purchase 1,500,000 shares of common
stock, each exercisable for a period of five years from the date of grant, at an
exercise price equal to the per share market price for our common stock on the
date of grant. During the period from January 2003 through August 2003, Ms.
Perry earned $90,000 in consulting fees from us for helping with the development
of our business strategy.

                                       16
<PAGE>

         Effective May 21, 2003, we entered into a two year consulting agreement
with XBorder Corporate Services, Inc., ("XBorder") a corporation owned and
controlled by Barrington J. Fludgate, our secretary and chief financial officer.
Pursuant to the agreement, XBorder provided us with the services of Mr.
Fludgate. The agreement was terminated by mutual consent effective September 1,
2004 and replaced with a similar agreement with Lancer Corporation, Inc.
Pursuant to the consulting agreement, we paid XBorder $76,000 for the year ended
August 31, 2003. We paid XBorder $24,000 and accrued payments of $140,000 to
XBorder for the year ended August 31, 2004. Pursuant to the consulting agreement
we also issued 450,000 warrants to XBorder, each exercisable for the purchase of
one share of our common stock at a price of $.01 per share for a period of two
years from the date of grant.

Effective September 1, 2004 we entered into a two year consulting agreement with
Lancer Corporation, Inc., ("Lancer") a New York corporation owned and controlled
by Barrington J. Fludgate. Pursuant to the agreement, Lancer provided us with
the services of Mr. Fludgate as our Chief Financial Officer, Secretary and
Director, excepting the period from April 19, 2005 to April 24, 2006, during
which period Ms. Deborah Rose served as our sole director and executive officer.
Pursuant to the consulting agreement, we are obligated to pay Lancer, for the
benefit of Mr. Fludgate, $120,000 per year. The agreement also provides for the
annual grant of 500,000 immediately vested stock options, each exercisable for a
period of five years from the date of grant, for one share of our common stock
at the per share market price for our common stock on the date of grant. In the
event the consulting agreement is terminated prior to the end of the term, we
are obligated to pay Lancer $120,000. The agreement may be terminated by either
party upon a change in control of our Company. In the event of termination due
to a change in control we are obligated to pay Lancer $120,000 and all accrued
payments and benefits owed through the date of the change of control. In
addition, upon a change in control, Lancer can require the person or persons
taking control to purchase certain of its Company securities at the then
prevailing market price.

         REPORT ON REPRICING OF OPTIONS/SARS

         During the fiscal year ended August 31, 2005 we did not adjust or amend
the exercise price of any stock options or SARs previously awarded to the named
executives.


Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth information with respect to the
beneficial ownership of our common stock known by us as of January 10, 2006 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.


                                       17
<PAGE>

Name and Address of Beneficial
Owner And/or Beneficially Own        Shares of Common Stock    percentage owned
--------------------------------------------------------------------------------
Silverlake Holdings Inc.                21,000,000                17.67%
1040 First Avenue, Suite 190
New York, NY 10022

Linda Perry                             20,498,624                17.25%
400 E 54th Street
Apt 28E
New York, NY 10022-51744

Lancer Corporation Inc.                  17,857,313               15.03%
BJ Fludgate, 30 Anderson Rd
Pawling, NY 12564-2412
_________________________________________________


CHANGES IN CONTROL

         On Feb 22, Feb 25 and April 19th, 2005, there were changes in control
of the issuer. On April 19th, 2005, Deborah Rose became the sole director and
officer of the company. On April 24, 2006, Linda Perry and Barry Fludgate
resumed their previous positions as Chief Executive Officer, President and
Director and Chief Financial Officer, Secretary and Director, respectively.


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Effective September 1, 2004 we entered into a two year consulting
agreement with Lancer Corporation, Inc., ("Lancer") a New York corporation owned
and controlled by Barrington J. Fludgate. Pursuant to the agreement, Lancer
provides us with the services of Mr. Fludgate. The agreement provides for annual
cash payments of $120,000 and the annual grant of 500,000 immediately vested
stock options, each exercisable for a period of five years from the date of
grant, for a share of our common stock at the per share market price for our
common stock on the date of grant. See Item 10, "Executive Compensation."

                                       18
<PAGE>

Item 13. EXHIBITS

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

Exhibit
Number      Description
-------     -----------------
 3.1(1)     Articles of Incorporation of the Registrant, as amended (1)

 3.2(1)     By-laws of the Registrant, as amended (1)

 4.1(2)     Debenture issued to Silverlake Holdings, Inc. dated September 23,
            2004

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. * Filed herewith

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, 2005 and 2004 are set
forth in the table below:



                                August 31, 2005     August 31, 2004
                                ---------------     ---------------
        Audit Fees(1)           $       17,000      $       24,000

        (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.


                                       19
<PAGE>

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.

Date:  May 15, 2007                            RTG VENTURES, INC.

                                           By: /s/ Linda Perry
                                               ---------------------------------
                                               Linda Perry, President and Chief
                                               Executive Officer

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

Date: May 15, 2007                             /s/ Linda Perry
                                               ---------------------------------
                                               Linda Perry, President
                                               and Chief Executive Officer
                                               (Principal Executive Officer)


Date: May 15, 2007                             /s/ Barrington Fludgate
                                               ---------------------------------
                                               Barrington Fludgate, Chief
                                               Financial Officer (Principal
                                               Accounting Officer)