ex10-1.htm



EXHIBIT 10.1


 


RTG VENTURES, INC. AND SUBSIDIARY







INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


 


CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA







 


STYLAR LTD.








	
Report of Independent Registered Public Accounting Firm

	
F-1


	  	  
	
Consolidated Balance Sheets

	
F-2


	  	  
	
Consolidated Statements of Operations

	
F-3


	  	  
	
Consolidated Statement of Stockholders' Deficit

	
F-4


	  	  
	
Consolidated Statements of Cash Flows

	
F-5


	  	  
	
Notes to Consolidated Audited Financial Statements

	
F-6

















BITEMARK MC LTD.








	
Report of Independent Registered Public Accounting Firm

	
F-9


	  	  
	
Consolidated Balance Sheets

	
F-10


	  	  
	
Consolidated Statements of Operations

	
F-11


	  	  
	
Consolidated Statement of Stockholders' Deficit

	
F-12


	  	  
	
Consolidated Statements of Cash Flows

	
F-13


	  	  
	
Notes to Consolidated Audited Financial Statements

	
F-14







 




  





  











  






 


REPORT OF THE INDEPENDENT AUDITORS TO THE SHAREHOLDERS OF


STYLAR LTD







We have audited the financial statements of Stylar Ltd for the period ended 31 May 2010. The financial reporting framework that has been applied in their preparation is applicable law and the Financial Reporting Standard for Smaller Entities (effective April 2008) (United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities).







This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.







Respective responsibilities of director and auditors


As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.







Scope of the audit of the financial statements


An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the director; and the overall presentation of the financial statements.







Opinion on financial statements


In our opinion the financial statements:


 



	
-

	
give a true and fair view of the state of the company's affairs as at 31 May 2010 and of its profit for the period then ended;


	
-

	
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities; and


	
-

	
have been prepared in accordance with the requirements of the Companies Act 2006.







 


Opinion on other matter prescribed by the Companies Act 2006


In our opinion the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements.


 


Matters on which we are required to report by exception


We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:


 



	
-

	
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or


	
-

	
the financial statements are not in agreement with the accounting records and returns; or


	
-

	
certain disclosures of director's remuneration specified by law are not made; or


	
-

	
we have not received all the information and explanations we require for our audit; or


	
-

	
the director was not entitled to prepare the financial statements and the Report of the Director in accordance with the small companies regime.












 


/s/ Nicholas Kaye


Nicholas Kaye (Senior Statutory Auditor)


for and on behalf of AEL Partners LLP


Chartered Accountants &


Registered Auditor


201 Haverstock Hill


London


NW3 4QG


16 August 2010


 




  





F-1











  






 



	
STYLAR LTD


	
BALANCE SHEET







 



	  	  	
May 31,

	  
	  	  	
2010

	  
	  	  	
(Audited)

	  
	
ASSETS

	  	 	  
	  	  	 	  
	
CURRENT ASSETS

	  	 	  
	
Cash

	  	
£

	
15,064

	  
	
Accounts Receivable

	  	  	
50,611

	  
	  	  	  	  	  
	
TOTAL ASSETS

	  	
£

	
65,675

	  
	  	  	  	  	  
	
LIABILITIES AND STOCKHOLDER'S EQUITY

	  	  	  	  
	  	  	  	  	  
	
CURRENT LIABILITIES

	  	  	  	  
	
  Accounts payable and accrued expenses

	  	
£

	
32,634

	  
	  	  	  	  	  
	
TOTAL CURRENT LIABILITIES

	  	  	
32,634

	  
	  	  	  	  	  
	
STOCKHOLDER'S EQUITY

	  	  	  	  
	
  Called up share capital

	  	  	
100

	  
	
  Profit and loss account

	  	  	
32,941

	  
	  	  	  	  	  
	
TOTAL STOCKHOLDER'S EQUITY

	  	  	
33,041

	  
	  	  	  	  	  
	
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY

	  	
£

	
65,675

	  





 


The notes form part of these financial statements


 




  





F-2











  






 



	
STYLAR LTD


	
STATEMENT OF OPERATIONS







 



	  	  	
For the period from September 4, 2009 (Inception) to

	  
	  	  	 	  
	  	  	
May 31, 2010

	  
	  	  	
(Audited)

	  
	  	  	 	  
	
REVENUES

	  	
£

	
114,712

	  
	
Cost of goods sold

	  	  	
39,032

	  
	
Gross profit

	  	  	
75,680

	  
	  	  	  	  	  
	  	  	  	  	  
	
OPERATING EXPENSES

	  	  	  	  
	
   General and administrative

	  	  	
30,818

	  
	
Total operating expenses

	  	  	
30,818

	  
	  	  	  	  	  
	
Income before income taxes

	  	  	
44,862

	  
	  	  	  	  	  
	
Income taxes

	  	  	
9,421

	  
	  	  	  	  	  
	
NET INCOME

	  	
£

	
35,441

	  





 


The notes form part of these financial statements


 




  





F-3











  






 



	
STYLAR LTD


	 
	
STATEMENT OF STOCKHOLDER'S DEFICIT


	
(Unaudited)







 



	  	  	 	  	  	 	  	  	
Additional

	  	  	 	  	  	
Total

	  
	  	  	
Common Stock

	  	  	
Paid in

	  	  	
Accumulated

	  	  	
Stockholder's

	  
	  	  	
Shares

	  	  	
Amount

	  	  	
Capital

	  	  	
Deficit

	  	  	
Deficit

	  
	
Balance, September 4, 2009 (Inception)

	  	  	
1

	  	  	
£

	
100

	  	  	
£

	
-

	  	  	
£

	
-

	  	  	
£

	
(2,400

	
) 


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Net loss

	  	  	
-

	  	  	  	
-

	  	  	  	
-

	  	  	  	
35,441

	  	  	  	
35,441

	  
	
Issuance of dividend

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	
(2,500

	
) 

	  	  	  	  
	
Balance, May 31, 2010

	  	  	
1

	  	  	
£

	
100

	  	  	
£

	
-

	  	  	
£

	
35,441

	  	  	
£

	
33,041

	  





 


The notes form part of these financial statements


 




  





F-4











  






 



	
STYLAR LTD


	
STATEMENT OF CASH FLOWS







 



	  	  	
For the period from September 4, 2009 (Inception) to

	  
	  	  	
May 31, 2010

	  
	  	  	
(Unaudited)

	  
	
CASH FLOWS FROM OPERATING ACTIVITIES:

	  	 	  
	
  Net income

	  	
£

	
35,441

	  
	
  Adjustments to reconcile net loss to

	  	  	  	  
	
     net cash used in operating activities:

	  	  	  	  
	
(Increase) decrease in assets and liabilities:

	  	  	  	  
	
Accounts Receivable

	  	  	
(50,611

	
)


	
Accounts Payable

	  	  	
32,634

	  
	
NET CASH PROVIDED BY OPERATING ACTIVITIES

	  	  	
17,464

	  
	  	  	  	  	  
	
CASH FLOWS FROM FINANCING ACTIVITIES:

	  	  	  	  
	
Proceeds from issuance of shares of common stock

	  	  	
100

	  
	
Dividend

	  	  	
(2,500

	
)


	
NET CASH USED IN INVESTING ACTIVITIES

	  	  	
(2,400

	
)


	  	  	  	  	  
	
INCREASE IN CASH

	  	  	
15,064

	  
	  	  	  	  	  
	
CASH - BEGINNING OF PERIOD

	  	  	
-

	  
	  	  	  	  	  
	
CASH - END OF PERIOD

	  	
£

	
15,064

	  





 


The notes form part of these financial statements


 




  





F-5











  






 


The financial statements have been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies and with the Financial Reporting Standard for Smaller Entities (effective April 2008).


 


The financial statements were approved by the director on 16 August 2010 and were signed by:







/s/ R. James


R James - Director


 




  





F-6











  






 


 STYLAR LTD


NOTES TO THE FINANCIAL STATEMENTS


FOR THE PERIOD 4 SEPTEMBER 2009 TO 31 MAY 2010







1.         ACCOUNTING POLICIES







Accounting convention


The financial statements have been prepared under the historical cost convention and in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008). Such reporting being similar to US GAAP with respect to Styar, Ltd.







Turnover


Turnover represents net invoiced sales of goods, excluding value added tax.







Deferred tax


Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.







2.         OPERATING PROFIT







The operating profit is stated after charging:








	  	 	£	 
	  	 	 	 	 
	
Directors' remuneration and other benefits etc

	 	 	10,000	 










3.         TAXATION


 


Analysis of the tax charge


The tax charge on the profit on ordinary activities for the period was as follows:


 



	  	 	£	 
	
Current tax:

	 	 	 	 
	
UK corporation tax

	 	 	9,421	 
	  	 	 	 	 
	
Tax on profit on ordinary activities

	 	 	9,421	 










4.         DIVIDENDS


 



	  	 	£	 
	
Ordinary shares of £1 each

	 	 	 	 
	
Final

	 	 	2,500	 










5.         DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


 



	  	 	£	 
	
Trade debtors

	 	 	49,769	 
	
Other debtors

	 	 	842	 
	  	 	 	 	 
	
Tax on profit on ordinary activities

	 	 	50,611	 










6.         CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


 



	  	 	£	 
	
Tax creditors

	 	 	911	 
	
Taxation and social security

	 	 	31,701	 
	
Other creditors

	 	 	22	 
	  	 	 	 	 
	  	 	 	32,634	 





 




  





F-7











  








STYLAR LTD







NOTES TO THE FINANCIAL STATEMENTS - continued


FOR THE PERIOD 4 SEPTEMBER 2009 TO 31 MAY 2010


 


7.         CALLED UP SHARE CAPITAL


 



	
Allotted, issued and fully paid:

	 
	
Numnber:

	
Class: 

	
Nominal

	 	 	 
	  	  	
value:

	 	£	 
	
100

	
Ordinary

	£1	 	 	100	 





 


8.         RESERVES


 



	  	  	
Profit and loss account

	  
	  	  	
£

	  	  
	
Profit for the period

	  	  	
35,441

	  
	
Dividends

	  	  	
(2,500

	
)


	  	  	  	  	  
	
At 31 May 2010

	  	  	
32,941

	  





 




  





F-8











  








REPORT OF THE INDEPENDENT AUDITORS TO THE SHAREHOLDERS OF


BITEMARK MC LTD







We have audited the financial statements of Bitemark MC Ltd for the period ended 31 July 2009. The financial reporting framework that has been applied in their preparation is applicable law and the Financial Reporting Standard for Smaller Entities (effective April 2008) (United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities).







This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.







Respective responsibilities of director and auditors


As explained more fully in the Statement of Director's Responsibilities set out on page two, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.







Scope of the audit of the financial statements


An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the director; and the overall presentation of the financial statements.







Opinion on financial statements


In our opinion the financial statements:


 



	
-

	
give a true and fair view of the state of the company's affairs as at 31 July 2009 and of its profit for the period then ended;


	
-

	
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities; and


	
-

	
have been prepared in accordance with the requirements of the Companies Act 2006.












Emphasis of matter – going concern


In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the disclosures made in Note 1 to the financial statements concerning the company’s ability to continue as a going concern. The company has incurred losses post year end, but for reasons outlined in note 1 to the financial statements, the directors believe that it is appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result if the company was unable to continue as a going concern.







Opinion on other matter prescribed by the Companies Act 2006


In our opinion the information given in the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements.


 




  





F-9











  








Matters on which we are required to report by exception


We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:


 



	
-

	
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or


	
-

	
the financial statements are not in agreement with the accounting records and returns; or


	
-

	
certain disclosures of directors’ remuneration specified by law are not made; or


	
-

	
we have not received all the information and explanations we require for our audit; or


	
-

	
the directors were not entitled to prepare the financial statements and the Report of the Director in accordance with the small companies regime.












 


/s/ Nicholas Kaye


Nicholas Kaye (Senior Statutory Auditor)


for and on behalf of AEL Partners LLP


Chartered Accountants &


Registered Auditor


201 Haverstock Hill


London


NW3 4QG







16 August 2010


 




  





F-10











  






 



	
BITEMARK MC LTD


	 
	
BALANCE SHEETS







 



	  	  	
May 31, 2010

	  	  	
July 31, 2009

	  	  	
July 31, 2008

	  
	  	  	
(Unaudited)

	  	  	
(Audited)

	  	  	
(Audited)

	  
	
Assets

	  	 	  	  	 	  	  	 	  
	
 Current Assets

	  	 	  	  	 	  	  	 	  
	
   Cash and cash equivalents

	  	
£

	
22,003

	  	  	
£

	
7,422

	  	  	
£

	
36,625

	  
	
   Debtors

	  	  	
81,269

	  	  	  	
119,673

	  	  	  	
257,858

	  
	
   Stocks

	  	  	
170,700

	  	  	  	
232,483

	  	  	  	
304,397

	  
	
   Prepayments and accrued income

	  	  	
25,079

	  	  	  	
22,872

	  	  	  	
25,827

	  
	  	  	  	
299,051

	  	  	  	
382,450

	  	  	  	
624,707

	  
	
 Other Assets

	  	  	  	  	  	  	  	  	  	  	  	  
	
   Tangible assets

	  	  	
9,529

	  	  	  	
10,811

	  	  	  	
31,284

	  
	
            TOTAL ASSETS

	  	
£

	
308,580

	  	  	
£

	
393,261

	  	  	
£

	
655,991

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  
	
LIABILITIES AND STOCKHOLDERS' EQUITY

	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	  	  	  	  	  	  	  	  	  
	
 Current Liabilities

	  	  	  	  	  	  	  	  	  	  	  	  
	
   Accounts payable

	  	
£

	
184,624

	  	  	
£

	
188,616

	  	  	
£

	
388,927

	  
	
         TOTAL CURRENT LIABILITIES

	  	  	
184,624

	  	  	  	
188,616

	  	  	  	
388,927

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Stockholders' equity

	  	  	  	  	  	  	  	  	  	  	  	  
	
 Called up share capital

	  	  	
200

	  	  	  	
200

	  	  	  	
200

	  
	
 Share premium

	  	  	
250,000

	  	  	  	
250,000

	  	  	  	
250,000

	  
	
 Profit and loss account

	  	  	
(126,244

	
)

	  	  	
(45,555

	
)

	  	  	
16,864

	  
	
      TOTAL STOCKHOLDERS' EQUITY

	  	  	
123,956

	  	  	  	
204,645

	  	  	  	
267,064

	  
	
      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

	  	
£

	
308,580

	  	  	
£

	
393,261

	  	  	
£

	
655,991

	  





 


The notes form part of these financial statements


 




  





F-11











  






 



	
BITEMARK MC LTD


	
STATEMENTS OF OPERATIONS







 



	  	  	
Ten Month Period Ended May 31, 2010

	  	  	
Year Ended July 31, 2009

	  	  	
Year Ended July 31, 2008

	  
	  	  	
(Unaudited)

	  	  	
(Audited)

	  	  	
(Audited)

	  
	  	  	 	  	  	 	  	  	 	  
	
REVENUES

	  	
£

	
924,477

	  	  	
£

	
1,187,309

	  	  	
£

	
1,623,239

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Cost of sales

	  	  	
568,421

	  	  	  	
621,511

	  	  	  	
920,805

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Gross profit

	  	  	
356,056

	  	  	  	
565,798

	  	  	  	
702,434

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  
	
OPERATING EXPENSES

	  	  	  	  	  	  	  	  	  	  	  	  
	
   General and administrative

	  	  	
421,223

	  	  	  	
594,911

	  	  	  	
761,936

	  
	  	  	  	
421,223

	  	  	  	
594,911

	  	  	  	
761,936

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  
	
OTHER EXPENSES

	  	  	  	  	  	  	  	  	  	  	  	  
	
Interest payable and similar charges

	  	  	
15,522

	  	  	  	
33,306

	  	  	  	
16,979

	  
	  	  	  	
15,522

	  	  	  	
33,306

	  	  	  	
16,979

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Income before income taxes

	  	  	
- 

	  	  	  	
(62,419

	
)

	  	  	
(76,481

	
)


	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Income taxes

	  	  	
-

	  	  	  	
-

	  	  	  	
(8,323

	
)


	  	  	  	  	  	  	  	  	  	  	  	  	  
	
NET LOSS

	  	
£

	
(80,689

	
) 

	  	
£

	
(62,419

	
) 

	  	
£

	
(68,158

	
) 


	  	  	  	  	  	  	  	  	  	  	  	  	  





 


The notes form part of these financial statements


 




  





F-12











  






 



	
BITEMARK MC LTD


	 
	
STATEMENTS OF STOCKHOLDERS' EQUITY


	
(Unaudited)







 



	  	  	 	  	  	 	  	  	
Additional

	  	  	 	  	  	
Total

	  
	  	  	
Common Stock

	  	  	
Paid in

	  	  	
Accumulated

	  	  	
Stockholders'

	  
	  	  	
Shares

	  	  	
Amount

	  	  	
Capital

	  	  	
Deficit

	  	  	
Equity

	  
	  	  	 	  	  	 	  	  	 	  	  	 	  	  	 	  
	
Balance, July 31, 2008

	  	  	
2,000

	  	  	
£

	
200

	  	  	
£

	
250,000

	  	  	
£

	
16,864

	  	  	
£

	
267,064

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Net loss

	  	  	
-

	  	  	  	
-

	  	  	  	
-

	  	  	  	
(62,419

	
)

	  	  	
(62,419

	
)


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Balance, July 31, 2009

	  	  	
2,000

	  	  	  	
200

	  	  	  	
250,000

	  	  	  	
(45,555

	
)

	  	  	
204,645

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Net loss

	  	  	
-

	  	  	  	
-

	  	  	  	
-

	  	  	  	
(80,689

	
)

	  	  	
(80,689

	
)


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Balance, May 31, 2010

	  	  	
2,000

	  	  	
£

	
200

	  	  	
£

	
250,000

	  	  	
£

	
(126,244

	
) 

	  	
£

	
123,956

	  





 


The notes form part of these financial statements


 




  





F-13











  






 



	
BITEMARK MC LTD


	
STATEMENTS OF CASH FLOWS







 



	  	  	
Ten Month

	  	  	 	  
	  	  	
Period ended

	  	  	
Year ended

	  
	  	  	
May 31, 2010

	  	  	
July 31, 2009

	  
	  	  	
(Unaudited)

	  	  	
(Unaudited)

	  
	
CASH FLOWS FROM OPERATING ACTIVITIES:

	  	 	  	  	 	  
	
  Net loss

	  	
£

	
(80,689

	
) 

	  	
£

	
(62,419

	
) 


	
  Adjustments to reconcile net loss to

	  	  	  	  	  	  	  	  
	
     net cash provided by (used in) operating activities:

	  	  	  	  	  	  	  	  
	
Depreciation

	  	  	
1,282

	  	  	  	
8,799

	  
	
Loss on disposal of assets

	  	  	
-

	  	  	  	
16,695

	  
	
(Increase) decrease in assets and liabilities:

	  	  	  	  	  	  	  	  
	
Accounts Receivable

	  	  	
38,404

	  	  	  	
138,185

	  
	
Other Current Asset

	  	  	
(2,207

	
)

	  	  	
2,955

	  
	
Accounts Payable

	  	  	
(3,992

	
)

	  	  	
(200,311

	
)


	
Stocks

	  	  	
61,783

	  	  	  	
71,914

	  
	
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

	  	  	
14,581

	  	  	  	
(24,182

	
)


	  	  	  	  	  	  	  	  	  
	
CASH FLOWS FROM INVESTING ACTIVITIES:

	  	  	  	  	  	  	  	  
	
Fixed Assets

	  	  	
-

	  	  	  	
(5,021

	
)


	
NET CASH USED IN INVESTING ACTIVITIES

	  	  	
-

	  	  	  	
(5,021

	
)


	  	  	  	  	  	  	  	  	  
	
INCREASE(DECREASE) IN CASH

	  	  	
14,581

	  	  	  	
(29,203

	
)


	  	  	  	  	  	  	  	  	  
	
CASH - BEGINNING OF PERIOD

	  	  	
7,422

	  	  	  	
36,625

	  
	  	  	  	  	  	  	  	  	  
	
CASH - END OF PERIOD

	  	
£

	
22,003

	  	  	
£

	
7,422

	  





 


The notes form part of these financial statements


 




  





F-14











  






 


The financial statements have been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies and with the Financial Reporting Standard for Smaller Entities (effective April 2008).







The financial statements were approved by the director on 16 August 2010 and were signed by:


 


 


/s/ D Hawes


D Hawes - Director


 




  





F-15











  






 


BITEMARK MC LTD







NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 31 JULY 2009







1.       ACCOUNTING POLICIES







Accounting convention


The financial statements have been prepared under the historical cost convention and in accordance with the Financial Reporting Standard for Smaller Entities (effective April 2008). Such reporting being similar to US GAAP with respect to Bitemark MC, Ltd.







Turnover


Turnover represents net invoiced sales of goods, excluding value added tax.







Tangible fixed assets


Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.








	
Plant and machinery etc

	
- 33% on cost,


	  	
  25% on cost and


	  	
  20% on cost







 


Stocks


Stocks are valued at the lower of cost and net realizable value, after making due allowance for obsolete and slow moving items.







Deferred tax


Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.







Going concern


The company meets its day to day working capital requirements by utilizing an invoice discount financing facility.







For the ten month period ended 31 May 2010, the company has made further losses. In order to counteract the effect of these losses the directors have implemented a number of measures to significantly reduce costs and increase profitability and is arranging further funding.







The directors have reviewed the situation and on the basis of discussions with potential investors, expect that adequate facilities will be made available and accordingly the directors consider it appropriate to prepare the financial statements on a going concern basis.







2.       OPERATING LOSS







The operating loss is stated after charging/(crediting):








	  	
2009

	  	  	
2008

	  
	  	
£

	  	  	
£

	  
	
Depreciation - owned assets

	
8,799

	  	  	
5,559

	  
	
Foreign exchange differences

	
(4,178

	
)

	  	
(8,101

	
)


	  	  	  	  	  	  
	
Directors' remuneration and other benefits etc

	
110,000

	  	  	
110,000

	  












  





F-16











  






 


BITEMARK MC LTD


NOTES TO THE FINANCIAL STATEMENTS - continued


FOR THE YEAR ENDED 31 JULY 2009


 


3.       TAXATION


 


Analysis of the tax credit


The tax credit on the loss on ordinary activities for the year was as follows:








	  	
2009

	  	  	
2008

	  
	  	
£

	  	£
	
Current tax:

	  	  	  	  	  
	
UK corporation tax provision (benefit)

	
-

	  	  	
(8,323

	
)


	
Tax on loss on ordinary activities

	
-

	  	  	
(8,323

	
)












4.       TANGIBLE FIXED ASSETS


 



	  	 	
Plant and

	 
	  	 	
machinery

	 
	  	 	
etc

	 
	
 

	 	

£



	 
	
COST

	 	 	 
	
At 1 August 2008

	 	 	43,161	 
	
Additions

	 	 	5,021	 
	
Disposals

	 	 	(18,380 	)
	  	 	 	 	 
	
At 31 July 2009

	 	 	29,802	 
	  	 	 	 	 
	
DEPRECIATION

	 	 	 	 
	
At 1 August 2008

	 	 	11,877	 
	
Charge for year

	 	 	8,799	 
	
Eliminated on disposal

	 	 	(1,685 	)
	  	 	 	 	 
	
At 31 July 2009

	 	 	18,991	 
	  	 	 	 	 
	
NET BOOK VALUE

	 	 	 	 
	
At 31 July 2009

	 	 	10,811	 
	  	 	 	 	 
	
At 31 July 2008

	 	 	31,284	 










5.       DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


 



	
  

	
2009

	  	  	
2008

	  
	  	
£

	  	  	

£



	  
	
Trade debtors

	
99,099

	  	  	
248,579

	  
	
Other debtors

	
20,574

	  	  	
9,279

	  
	  	  	  	  	  	  
	  	
119,673

	  	  	
257,858

	  










6.       CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


 



	  	
2009

	  	  	
2008

	  
	  	
£

	  	£
	
Trade creditors

	
92,534

	  	  	
239,821

	  
	
Taxation and social security

	
25,577

	  	  	
23,261

	  
	
Other creditors

	
70,505

	  	  	
125,845

	  
	  	  	  	  	  	  
	  	
188,616

	  	  	
388,927

	  





 




  





F-17











  








BITEMARK MC LTD







NOTES TO THE FINANCIAL STATEMENTS - continued


FOR THE YEAR ENDED 31 JULY 2009


 


7.       CALLED UP SHARE CAPITAL








	
Allotted, issued and fully paid:

	  	  	  	  
	
Number:

	
Class:

	
Nominal

	
2009

	  	2008	  
	  	  	
value:

	
£

	  	£	  
	
200

	
Ordinary

	
£0.10

	
200

	  	  	
200

	  










8.       RESERVES








	  	 	
Profit

	 	 	 	 	 	 	 
	  	 	
and loss

	 	 	
Share

	 	 	 	 
	  	 	
account

	 	 	
premium

	 	 	
Totals

	 
	  	 	

£



	 	 	
£

	 	 	

£



	 
	  	 	 	 	 	 	 	 	 	 
	
At 1 August 2008

	 	 	16,864	 	 	 	250,000	 	 	 	266,864	 
	
Deficit for the year

	 	 	(62,419 	)	 	 	 	 	 	 	(62,419 	)
	  	 	 	 	 	 	 	 	 	 	 	 	 
	
At 31 July 2009

	 	 	(45,555 	)	 	 	250,000	 	 	 	204,445	 





 




  





F-18











  






 


RTG VENTURES, INC.


PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


 


CONTENTS








	
Introduction to Unaudited Pro Forma Combined Financial

	  	
F-20


	  	  	  
	
Pro Forma Consolidated Balance Sheet As of May 31, 2010

	  	
F-21


	  	  	  
	
Pro Forma Consolidated Statements of Operations for the Nine Months Ended May 31, 2010

	  	
F-22


	  	  	  
	
Pro Forma Consolidated Statements of Operations for the Year Ended August 31, 2009

	  	
F-23


	  	  	  
	
Notes to Pro Forma Consolidated Financial Statements

	  	
F-24







 




  





F-19











  






 


RTG VENTURES, INC.


Introduction to Unaudited Pro Forma Combined Financial Statements


 


 


The unaudited pro forma combined financial statements are presented to illustrate the estimated effects of RTG Ventures, Inc. (“RTGV”) having entered into a Share Exchange Agreement (the “Exchange Agreement”), on March 31, 2010, with Cloud Channel Limited,  which was subsequently re-named as RTG Ventures (Europe) Limited in July 2010 (“RTG Ventures Europe”), a private company registered in England and Wales with company number 07147702, limited by shares, whereby RTGV acquired 100% of the shares of RTG Ventures Europe, 10,000 (Ten Thousand) ordinary shares at £ .0001 per share par value. RTG shall issue and transfer  500,000 from an aggregate amount of  1,273,059 preferred shares which convert into of its common stock, .001 par value per share (the “RTG Common Stock”). The conversion rate is calculated in each individual contract and agreed by RTG.  It is acknowledged and approved by both Boards that the majority of these shares are to be consideration for acquisitions and asset purchases to be completed by Cloud Channel. All shares held in escrow will be voted by management.







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







Pursuant to the Exchange Agreement, RTGV acquired 100% of the outstanding capital stock of RTG Ventures Europe from its stockholders for consideration consisting of Convertible Preferred Shares of RTGV according to the valuation methodologies outlined in the share purchase agreements of Bitemark MC Limited and Stylar Limited. Although the acquisitions of Bitemark MC Limited and Stylar Limited are probable, RTGV as the sole shareholder of RTG Ventures Europe, has the option to withdraw from the transaction at any time prior to the issuance of the preferred shares. RTG Ventures Europe has been valued 12 months forward using forecasts submitted by them and agreed by RTGV. Based on the results after 12 months, shareholders will be able to convert the preferred shares into common stock using the average share price of the 30 days preceding the conversion. At conversion the valuations will be adjusted up to a maximum of 25% in either direction using performance against forecast. All preferred stock will be held by RTGV's transfer agent for the 12 month period.







The unaudited pro forma consolidated financial information for the year ended August 31, 2009 for RTGV and for the year ended July 31, 2009 for Bitemark MC Limited have been derived from the audited financial statements of the companies. The financial information for the year ended July 31, 2009 for Bitemark MC Limited was converted from British Pounds (“BP”) to US Dollars (“USD”) at the July 31, 2009 year ended average rate of $1.58523. The exchange rate used is based on the rates provided by oanda.com. The unaudited pro forma consolidated financial information as of and for the nine  months ended May 31, 2010 have been derived from the unaudited financial statements of RTG Ventures, Inc., Bitemark MC Limited and Stylar Limited. The financial information for the nine months ended May 31, 2010 for Bitemark MC Limited and Stylar Limited were converted from British Pounds (“BP”) to US Dollars (“USD”) at the May 31, 2010  year ended average rate of $1.59514. The exchange rate used is based on the rates provided by oanda.com. The financial information as of the nine months ended May 31, 2010 for Bitemark MC Limited and Stylar Limited was converted from British Pounds (“BP”) to US Dollars (“USD”) at the May 31, 2010 spot rate of $1.44394. The exchange rate used is based on the rates provided by oanda.com.







The unaudited pro forma combined financial information should be read in conjunction with the unaudited and audited financial statements of the companies included elsewhere in this Form 8-K. The pro forma adjustments are based on the best information available and assumptions that management believes are reasonable given the information available. The unaudited pro forma financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what the Company’s financial position would have been had the transactions contemplated by the Share Exchange Agreement and related transactions occurred on June 30, 2010, August 31, 2009 or July 31, 2009.









  





F-20











  






 



	
RTG VENTURES, INC.


	
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS


	
AS OF MAY 31, 2010







 



	  	 	
BiteMark MC LTD

	 	 	
Stylar Ltd.

	 	 	
RTG Ventures, Inc.

	 	 	
Pro Forma Adjustments

	 	 	
Pro Forma


Combined


Total

	 
	
Assets

	 	 	(	*)	 	 	(	*)	 	 	 	 	 	 	 	 	 
	
 Current Assets

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
   Cash and cash equivalents

	 	$	31,771	 	 	$	21,752	 	 	$	-	 	 	$	 	-	 	 	$	53,523	 
	
   Debtors

	 	 	117,348	 	 	 	73,079	 	 	 	-	 	 	 	 	-	 	 	 	190,427	 
	
   Stocks

	 	 	246,481	 	 	 	-	 	 	 	-	 	 	 	 	-	 	 	 	246,481	 
	
   Prepayments and accrued income

	 	 	36,212	 	 	 	-	 	 	 	-	 	 	 	 	-	 	 	 	36,212	 
	  	 	 	431,812	 	 	 	94,831	 	 	 	-	 	 	 	 	-	 	 	 	526,643	 
	
 Non-Current

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
   Intangible asset

	 	 	-	 	 	 	-	 	 	 	-	 	 	 	
(a)

	1,660,306	 	 	 	1,660,306	 
	
   Tangible assets

	 	 	13,759	 	 	 	-	 	 	 	-	 	 	 	 	-	 	 	 	13,759	 
	
            Total Assets

	 	$	445,571	 	 	$	94,831	 	 	$	-	 	 	$	 	1,660,306	 	 	$	2,200,708	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Liabilities

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 Current Liabilities

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
   Accounts payable

	 	$	266,586	 	 	$	47,122	 	 	$	1,144,199	 	 	$	 	-	 	 	$	1,457,907	 
	
   Notes Payable

	 	 	-	 	 	 	-	 	 	 	300,000	 	 	 	 	-	 	 	 	300,000	 
	
Total Liabilities

	 	 	266,586	 	 	 	47,122	 	 	 	1,444,199	 	 	 	 	-	 	 	 	1,757,907	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Shareholders’ equity (deficit)

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 Preferred stock,  US$0.001 par value, shares

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
  authorized,2,000,000: issued and outstanding – 0   (actual); 500,000 (pro forma)

	 	 	-	 	 	 	-	 	 	 	-	 	 	 	(a)	500	 	 	 	500	 
	
 Called up share capital

	 	 	289	 	 	 	144	 	 	 	-	 	 	 	
(a)

	(433 	) 	 	 	-	 
	
 Common stock,  US$0.001 par value, shares

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
  authorized, 200,000,000: issued and outstanding 134,718,885

	 	 	-	 	 	 	-	 	 	 	134,719	 	 	 	 	-	 	 	 	134,719	 
	
 Share premium

	 	 	360,985	 	 	 	-	 	 	 	-	 	 	 	
(a)

	(360,985 	) 	 	 	-	 
	
 Profit and loss account

	 	 	(182,289 	) 	 	 	47,565	 	 	 	-	 	 	 	
(a)

	134,724	 	 	 	-	 
	
 Additional paid-in capital

	 	 	-	 	 	 	-	 	 	 	5,497,050	 	 	 	
(a)

	1,886,500	 	 	 	7,383,550	 
	
 Retained earnings

	 	 	-	 	 	 	-	 	 	 	(7,075,968 	) 	 	 	 	 	 	 	 	(7,075,968 	) 
	
      TOTAL SHAREHOLDERS' EQUITY (DEFICIT)

	 	 	178,985	 	 	 	47,709	 	 	 	(1,444,199 	) 	 	 	 	1,660,306	 	 	 	442,801	 
	
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

	 	$	445,571	 	 	$	94,831	 	 	$	-	 	 	$	 	1,660,306	 	 	$	2,200,708	 





 


* The financials of Cloud Channel, Ltd. (“RTG Ventures Europe”) are not included as RTG Ventures Europe is essentially a non-operating shell, with no operations and no assets or liabilities.


 


The accompanying notes are integral parts of the unaudited pro forma consolidated financial statements.


 




  





F-21











  






 



	
RTG VENTURES, INC.


	
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS


	
FOR THE NINE MONTHS ENDED MAY 31, 2010







 



	  	  	
BiteMark MC LTD

	  	  	
 Stylar Ltd.

	  	  	
RTG Ventures, Inc.

	  	  	
Pro Forma Adjustments

	  	  	
Pro Forma Combined Total

	  
	  	  	  	
(*)

	  	  	  	
(*)

	  	  	  	  	  	  	  	  	  	  	  	  
	
REVENUES

	  	
$

	
1,379,461

	  	  	
$

	
182,982

	  	  	
$

	
-

	  	
 $

	
 -

	  	  	
$

	
1,657,652

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Cost of sales

	  	  	
852,302

	  	  	  	
62,262

	  	  	  	
-

	  	  	
 -

	  	  	  	
968,973

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Gross profit

	  	  	
527,159

	  	  	  	
120,720

	  	  	  	
-

	  	  	
 -

	  	  	  	
688,679

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
OPERATING EXPENSES

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
General and administrative

	  	  	
614,539

	  	  	  	
49,159

	  	  	  	
223,505

	
 (b)

	  	
 249,046

	  	  	  	
1,136,249

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
OTHER EXPENSES

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Interest payable and similar charges

	  	  	
22,675

	  	  	  	
-

	  	  	  	
-

	  	  	
 -

	  	  	  	
22,675

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Income (loss) before income taxes

	  	  	
(110,055

	
)

	  	  	
71,561 

	  	  	  	
(223,505

	
) 

	  	
 -

	  	  	  	
(511,045 

	
) 


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Income taxes

	  	  	
-

	  	  	  	
15,028

	  	  	  	
-

	  	  	
 -

	  	  	  	
15,028

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
NET INCOME (LOSS)

	  	
$

	
(110,055

	
) 

	  	
$

	
56,533

	  	  	
$

	
(223,505

	
) 

	
$ 

	
 -

	  	  	
$

	
(526,073

	
) 


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
NET LOSS PER SHARE:

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Basic and Diluted

	  	  	
n/a

	  	  	  	
n/a

	  	  	
$

	
(0.00

	
)

	  	
-

	  	  	
$

	
(0.00)

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
WEIGHTED AVERAGE NUMBER OF SHARES:

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Basic and Diluted

	  	  	
n/a

	  	  	  	
n/a

	  	  	  	
124,212,858

	
 (c)

	  	
145,153,846

	  	  	  	
269,366,704

	  










* The financials of Cloud Channel, Ltd. (“RTG Ventures Europe”) are not included as RTG Ventures Europe is essentially a non-operating shell, with no operations and no assets or liabilities.







The accompanying notes are integral parts of the unaudited pro forma consolidated financial statements.


 




  





F-22











  






 



	
RTG VENTURES, INC.


	
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS


	
FOR THE YEAR ENDED AUGUST 31, 2010







 



	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	
Bitemark MC LTD

	  	  	
RTG Ventures, Inc.

	  	  	  	  	  	  	
Pro Forma

	  
	  	  	
July 31, 2009

	  	  	
August 31, 2009

	  	  	Pro Forma Adjustments	  	  	
Combined Total

	  
	  	  	  	
(*) (**)

	  	  	  	  	  	  	  	  	  	  	  	  	  
	
REVENUES

	  	
$

	
1,882,158

	  	  	
$ 

	
-

	  	  	
$

	
 -

	  	  	  	
1,882,158

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Cost of sales

	  	  	
985,238

	  	  	  	
-

	  	  	 	
 -

	  	  	  	
985,238

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Gross profit

	  	  	
896,920

	  	  	  	
-

	  	  	  	
 -

	  	  	  	
896,920

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
OPERATING EXPENSES

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
   General and administrative

	  	  	
943,071

	  	  	  	
495,410

	  	  	
(b)

	
 332,061

	  	  	  	
1,770,542

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
OTHER EXPENSES

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Interest payable and similar charges

	  	  	
52,798

	  	  	  	
19,500

	  	  	  	
 -

	  	  	  	
72,298

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
NET LOSS

	  	
$

	
(1,915

	
) 

	  	
$

	
(514,910

	
) 

	  	
$

	
 332,061

	  	  	
$

	
(945,919

	
) 


	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
NET LOSS PER SHARE:

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Basic and Diluted

	  	  	
n/a

	  	  	
$

	
(0.00)

	  	  	 	
-

	  	  	  	
(0.00)

	  
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
WEIGHTED AVERAGE NUMBER OF SHARES:

	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
	
Basic and Diluted

	  	  	
n/a

	  	  	  	
124,212,858

	  	  	
(c)

	
145,153,846

	  	  	  	
269,366,704

	  





 


* The financials of Cloud Channel, Ltd. (“RTG Ventures Europe”) are not included as RTG Ventures Europe is essentially a non-operating shell, with no operations and no assets or liabilities.







** For pro forma purposes, the year ended July 31, 2009 for Bitemark MC, Ltd., was deemed a similar period to the year ended August 31, 2009 for RTG Ventures, Inc.


 


The accompanying notes are integral parts of the unaudited pro forma consolidated financial statements.









  





F-23











  






 


FOOTNOTES TO PRO FORMA FINANCIAL STATEMENTS



	
 

	  	  	  	  	
 

	  
	
Description of Pro Forma Adjustments

	  	  	  	  	  	  
	
 

	  	
 

	  	  	
 

	  
	
a  - To reflect the acquisition of Bitemark MC Ltd. (“Bitemark”) and Skylar Ltd. (“Skylar”) through the issuance of 500,000 preferred shares. Pursuant to the Exchange Agreement, RTG Ventures, Inc. (“RTGV”) acquired 100% of the outstanding capital stock of RTG Ventures Europe from its stockholders for consideration consisting of Convertible Preferred Shares of RTGV valued according to the valuation methodologies outlined in the subsequent Share Purchase Agreements of Bitemark and Stylar by RTG Ventures Europe. Bitemark, Stylar and RTG Ventures Europe, will collectively be known as  RTG Ventures Europe and Subsidiaries. RTG Ventures Europe has been valued 12 months forward using forecasts submitted by them and agreed by RTGV. The minimum valuation for Bitemark is 769,400BP (British Pounds) reduced by 25% or 192,350BP for a valuation of 577,050BP. For Skylar the minimum valuation is 644,334BP. The total minimum is 1,221,384BP. At a currency conversion rate of 1.545 (as of September 3, 2010) that translates into $1,887,000 – US dollars.


 

	  	
Dr

	  	  	
Cr

	  
	
Assets in excess of cost

	  	  	
1,660,306

	  	  	  	  	  
	
APIC/Share premium of Skylar Ltd and Bitemark MC Ltd

	  	  	
360,985

	  	  	  	  	  
	
Called up share capital - Skylar Ltd and Bitemark MC Ltd

	  	  	
433

	  	  	  	  	  
	
Profit and Loss – Skylar Ltd. and Bitemark MC Ltd

	  	  	  	  	  	  	
134,724

	  
	
Preferred shares – Par Value

	  	  	  	  	  	  	
  500

	  
	
Additional paid in capital – RTG Ventures, Inc.

	  	
 

	  	  	  	
1,886,500

	  
	  	  	  	  	  	  	  	  	  
	
b - The resultant Intangible Asset from the acquisition of  Bitemark and Stylar has been deemed a  Non Contractual Customer Relationships that is being amortized over the estimated life of the asset of five years. This preliminary valuation and classification are subject to change pending an appraisal of the acquisitions of Bitemark and Stylar. The accompanying unaudited consolidated statements of operations for the nine months ended May 31, 2010 and the year ended August 31, 2009, reflect the amortization of this intangible asset as if the acquisition had occurred at the inception of each period, and the expense of the intangible asset had been in effect for the entire period.


 


c – To reflect the issuance of 500,000 preferred shares valued at $1,887,000. To reflect the preferred shares as if they were converted into common shares, as of September 3, 2010 at a market price of $0.013 per share, the result would be the issuance of 145,143,846 shares of common stock. Such common stock is presented in the accompanying unaudited consolidated statements of operations for the nine months ended May 31, 2010 and the year ended year ended August 31, 2009, as if issued and outstanding for the entire periods with respect to earnings per share.

	  	  	  	  	  	  	  	  










 


F-24