DBMM 10-Q Quarterly Report Nov. 30, 2009 | Alphaminr
Digital Brand Media & Marketing Group, Inc.
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DBMM 10-Q Quarter ended Nov. 30, 2009

Balance Sheet
Cash Flow
Income Statement
DIGITAL BRAND MEDIA & MARKETING GROUP, INC.
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10-Q 1 rtg_10q-113009.htm FORM 10-Q rtg_10q-113009.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: November 30, 2009
[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from ________ to ________
Commission file number: 333-85072
RTG VENTURES, INC.
(Exact name of small business issuer as specified in its charter)
Florida
59-3666743
(State or other jurisdiction of
(IRS Employer Identification No.)
incorporation or organization)
c/o Paykin, Krieg and Adams, LLP 185 Madison Avenue New York, NY 10016
(Address of principal executive offices)
(917) 488-6473
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 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 [X]   No [  ]
Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, or non-accelerated filer.
Large accelerated filer    [  ]                                                                           Accelerated filer    [  ]
Non-accelerated filer      [  ]                                                                           Smaller reporting company    [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [  ]   No [X]
Indicate by check mark whether the registrant has filed all the documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities and Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes[X]   No [ ]
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 131,718,885 shares of Common Stock, par value $.001 per share, as of January 4, 2009.
Transitional Small Business Disclosure Format (Check one): Yes [  ]   No [X].
RTG VENTURES, INC. AND SUBSIDIARY
(A Developmental Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
November 30, 2009
(Unaudited)
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Financial Statements (Unaudited)
3
Balance Sheets
3
Statements of Operations
4
Statement of Stockholders' Deficit
5
Statements of Cash Flows
6
Notes to Unaudited  Consolidated Financial Statements
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
12
Item 3. Quantitative and Qualitative Disclosures About Market Risk
13
Item 4T. Controls and Procedures
14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
14
Item 1A. Risk Factors
14
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
14
Item 3. Defaults Upon Senior Securities
14
Item 4. Submission of Matters to a Vote of Security Holders
14
Item 5. Other Information
14
Item 6. Exhibits
14
SIGNATURES
15
RTG VENTURES, INC. AND SUBSIDIARY
(A Developmental Stage Company)
CONSOLIDATED BALANCE SHEETS

November 30,
August 31,
2009
2009
(Unaudited)
ASSETS
CURRENT ASSETS
Cash
$
-
$
-
Loan Proceeds Receivable
25,000
-
TOTAL
$
25,000
$
-
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses
$
949,071
$
933,587
Notes payable
160,000
135,000
TOTAL CURRENT LIABILITIES
1,109,071
1,068,587
STOCKHOLDERS' DEFICIT
Preferred stock, par value .001;
authorized 2,000,000 shares, issued - none
-
-
Common stock, par value .001; authorized 200,000,000 shares;
1131,718,885 and 126,218,885 shares issued and outstanding, respectively
131,719
126,219
Additional paid in capital
5,251,050
4,923,150
Deficit accumulated during development stage
(6,466,840
)
(6,144,3546
)
TOTAL STOCKHOLDERS' DEFICIT
(1,084,071
)
(1,068,587
)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
$
25,000
$
See notes to unaudited consolidated financial statements.
3
RTG VENTURES, INC. AND SUBSIDIARY
(A Developmental Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended November 30,
Cumulative From
July 17, 2000
(Inception) To
2009
2008
November 30, 2009
REVENUES
$
-
$
-
$
-
COSTS AND EXPENSES:
General and administrative
340,484
158,335
5,062,444
Impairment of intangibles
-
-
26,475
Interest expense
-
10,500
924,000
Merger and acquisition costs
-
-
634,751
LOSS BEFORE OTHER INCOME
(340,484
)
(168,853
)
(6,647,670
)
OTHER INCOME - FORGIVENESS OF DEBT
-
-
180,830
NET LOSS
$
(340,484
)
$
(168,853
)
$
(6,466,840
)
NET LOSS PER SHARE:
Basic and Diluted
$
(0.00
)
$
(0.00
)
WEIGHTED AVERAGE NUMBER OF SHARES:
Basic and Diluted
130,729,874
123,818,885
See notes to unaudited consolidated financial statements.
4
RTG VENTURES INC AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
(Unaudited)
Common Stock
Deficit
Accumulated
Total
Shares
Amount
Additional Paid
in Capital
During
Stage
Stockholders'
Deficit
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
4,050
-
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 warrants
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
)
(89,700
)
-
(90,000
)
Shares issued for exercise of options and warrant
2,450,000
2,450
58,000
-
60,450
Interest expense
-
-
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
)
Capital contribution
-
-
8,000
-
8,000
Value of stock options granted
-
-
6,123
-
6,123
Net loss
-
-
-
(133,836
)
(133,836
)
Balance, August 31, 2006
106,318,885
106,319
3,790,810
(4,201,909
)
(304,780
)
Shares issued for payment of interest expense
-
-
650,000
-
650,000
Shares issued for exercise of options
2,500,000
2,500
-
-
2,500
Shares issued for conversion of debentures
10,000,000
10,000
90,000
-
100,000
Net loss
-
-
-
(1,019,464
)
(1,019,464
)
Balance, August 31, 2007
118,818,885
118,819
4,530,810
(5,221,373
)
(571,744
)
Share based compensation
-
-
33,500
-
33,500
Extinguishment of debt
-
-
129,940
-
129,940
Net loss
-
-
-
(390,073
)
(390,073
)
Balance, August 31, 2008
118,818,885
118,819
4,694,250
(5,611,446
)
(798,377
)
Share based compensation
-
-
50,000
-
50,000
Shares issued for exercise of options
5,000,000
5,000
122,500
-
127,500
Shares issued for payment of accounts payable
2,400,000
2,400
64,800
-
67,200
Net loss
-
-
-
(514,910
)
(514,910
)
Balance, August 31, 2009
126,218,885
126,219
4,931,550
(6,126,356
)
(1,068,587
)
Share based compensation
-
-
50,000
-
50,000
Shares issued for exercise of options
2,500,000
2,500
122,500
-
125,000
Shares issued for services
3,000,000
3,000
147,000
-
150,000
Net loss
-
-
-
(340,484
)
(340,484
)
Balance, November 30, 2009
131,718,885
$
131,719
$
5,251,050
$
(6,466,840
)
$
(1,084,071
)
See notes to unaudited consolidated financial statements.
5
RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended November 30,
Cumulative From
July 17, 2000
(Inception) To
2009
2008
November 30, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$
(340,484
)
$
(168,835
)
$
(6,466,840
)
Adjustments to reconcile net loss to
net cash used in operating activities:
Stock based compensation
200,000
126,250
2,684,323
Impairment of intangibles
-
-
26,475
Shares issued in payment of interest expense
-
-
750,000
Other income
-
-
(146,044
)
Changes in assets and liabilities:
Notes receivable
-
-
88,178
Refundable income taxes
-
-
2,257
Accounts payable and accrued expenses
42,585
2,675,211
Total adjustments
140,484
168,835
6,080,400
NET CASH USED IN OPERATING ACTIVITIES
340,484
-
(386,440
)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan payable
-
-
364,940
Capital contribution
-
-
21,500
NET CASH PROVIDED BY FINANCING ACTIVITIES
-
-
386,440
INCREASE IN CASH
-
-
-
CASH - BEGINNING OF PERIOD
70
-
CASH - END OF PERIOD
$
$
70
$
-
CASH PAID FOR :
Interest
$
-
$
-
$
-
Taxes
$
-
$
-
$
-
Supplemental Cash Flow Information:
Non-Cash Investing and Financing Activities
Adjustment to additional paid in capital to record extinguishment of note payable
$
-
$
-
$
129,940
Common stock issued for payment of accounts and loans payable
$
$
-
$
1,767,617
Proceeds from exercise of option and warrants offset in payment of accounts payable
$
125,000
$
127,500
$
930,450
Acquisition of intangibles for common stock
$
-
$
-
$
26,475
Note payable and receivable
$
25,000
$
-
$

See notes to unaudited consolidated financial statements.
6
RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1 - NATURE OF BUSINESS

RTG Ventures, Inc. ("RTG" or the "Company") was incorporated in the state of Florida in September 1998 and was inactive until May 2003 when it acquired 100% of the outstanding common stock of MJWC, Inc. ("MJWC"), a British Virgin Island corporation, which is in the development stage.

MJWC was formed on July 17, 2000 and holds the contractual rights to promote and organize the Chinese Poker Championship, the Mah Jong Championship, and Chinese Chess Championship. On May 21, 2003 MJWC was acquired by RTG for 22,750,000 shares of RTG stock (the "Exchange"). The Exchange was completed pursuant to the Agreement and Plan of Reorganization between MJWC and RTG. The Exchange has been accounted for as a reverse acquisition under the purchase method for business combinations. Accordingly, the combination of the two companies was recorded as a recapitalization of MJWC, pursuant to which MJWC is treated as the continuing entity.

Effective August 27, 2003 the Company changed their fiscal year end from May 31 to August 31.

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

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

On August 12, 2005, the Company increased the number of authorized shares of no par value common stock from 100,000,000 to 200,000,000 and authorized capital of 2,000,000 no par value preferred shares. The Company amended both common and preferred stocks to reflect a par value of $.001 per share.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary MJWC, Inc. All significant inter-company transactions are eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Income Taxes

We compute deferred income taxes under the asset and liability method prescribed by FASB ASC 740. “ Income Taxes ” Under this method, deferred tax assets and liabilities are recognized for temporary differences between the financial statement amounts and the tax basis of certain assets and liabilities by applying statutory rates in effect when the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized

7
RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Loss Per Common Share – Basic loss per share is based on the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Convertible equity instruments such as stock options and convertible debentures are excluded from the computation of diluted loss per share, as the effect of the assumed exercises would be anti-dilutive.  There were no common stock equivalents for the quarter ended November 30, 2009 and 2008.

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.

Share Based Compensation

We use the Black-Scholes option-pricing model and the straight-line attribution approach to determine the fair-value of stock-based awards in accordance with ASC 718, Compensation. The option-pricing model requires the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The Company’s expected term represents the period that stock-based awards are expected to be outstanding and is determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of its stock-based awards. The expected stock price volatility is based on the Company’s historical stock prices.

Recently Issued Accounting Pronouncements

In May 2009, the FASB issued FASB ASC 855. FASB ASC 855 incorporates accounting and disclosure requirements related to subsequent events into U.S. GAAP. The requirements of FASB ASC 855 for subsequent-events accounting and disclosure are not significantly different from those in existing auditing standards, which we have historically followed for financial reporting purposes, as a result, we do not believe this standard had any material impact on our financial statements. We have evaluated subsequent events through the date of issuance of these consolidated financial statements, which is January 8, 2010.
In July 2009, the Financial Accounting Standards Board (“FASB”) issued new guidance relating to the “FASB Accounting Standards Codification” at FASB ASC 105, as the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP). The codification is effective for interim periods ending after September 15, 2009. All existing accounting standards are superseded as described in FASB ASC 105. All other accounting literature not included in the Codification is non-authoritative. The adoption of FASB ASC 105 did not impact our results of operations, financial position or cash flows.

In October, 2009, we adopted certain accounting principles within ASC 470 that requires the proceeds from the issuance of certain convertible debt instruments to be allocated between a liability component (issued at a discount) and an equity component. The resulting debt discount is amortized over the period the convertible debt is expected to be outstanding as additional non-cash interest expense. The change in accounting treatment is effective for  us in fiscal 2010, and it is required to be applied retrospectively to prior periods.  Management is currently assessing the potential impact that the adoption of this new guidance could have on our financial statements in fiscal 2010
8
RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

In October, 2009, we adopted certain accounting principles within ASC 805 which requires an acquirer to recognize the assets acquired, the liabilities assumed, including those arising from contractual contingencies, any contingent consideration, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions specified in the statement.  It also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the noncontrolling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with this accounting principle).  In addition, the accounting principle’s requirement to measure the noncontrolling interest in the acquiree at fair value will result in recognizing the goodwill attributable to the noncontrolling interest in addition to that attributable to the acquirer. ASC 805 also requires the acquirer to recognize changes in the amount of its deferred tax benefits that are recognizable because of a business combination either in income from continuing operations in the period of the combination or directly in contributed capital, depending on the circumstances. It also provides guidance on the impairment testing of acquired research and development intangible assets and assets that the acquirer intends not to use.  ASC 805 applies prospectively to business combinations for which the acquisition date is on or after October 1, 2009,  the adoption of ASC 805 did not have any impact on our historical financial statements.

In October, 2009, we adopted certain accounting principles within ASC 810 which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements.  ASC 810 also changes the way the consolidated income statement is presented by requiring consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. ASC 810 requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary.  The adoption of ASC 810 did not have any impact on our historical financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on our present or future consolidated financial statements.
9

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

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 November 30, 2009 of $6,466,840 and had negative working capital at November 30, 2008 of $1,084,071. The Company incurred a net loss for the year ended August 31, 2009 of $514,910 and the quarter ended November 30, 2009 of $340,484. 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 2009, the Company issued notes payable to certain shareholders of the Company for $135,000. The note bears no interest and was advanced by the shareholders to facilitate the transaction.

In November 2009, the Company issued convertible debentures for a total of $25,000 at 0% interest. The notes mature on May 31, 2010 and are convertible into shares of the Company’s common stock at $.015 per shares as of that date.  The notes contain a clause wherein of a proposed merger and or pending asset purchase does not occur by February 28, 2010 the notes are payable in full with accrued interest at 12%.


NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

At November 30, 2009 and August 31, 2009 accounts payable and accrued expenses consisted of the following:

November 30,
August 31,
2009
2009
Trade Payables
$
63,069
$
39,755
Professional Fees
111,985
88,585
Officers Compensation
774,017
805,247
Total
$
949,071
$
933,587
NOTE 6 - COMMON STOCK

In April, 2009 1,200,000 shares of common stock were provided to a consultant in advance of the provision of consideration, as a show of good faith, under a contract for those anticipated services. In June, 2009, the contract was extended and an additional 1,200,000 shares of common stock provided under the same provisions. The Company has sent a Demand Letter to the consultant for the return of all shares issued because of non-performance on the part of said consultant. The contract is governed by Arbitration, and if the shares are not returned voluntarily, the Company will file for an arbitration action. As of November 30, 2009, the shares remain restricted.

In September 2009, Linda Perry an officer of the Company, exercised 1,500,000 stock options at an average exercise price of $.05 per share or $75,000 in the aggregate and Lancer Corporation, a related party, exercised 1,000,000 stock options at an average exercise price of $.05 or $50,000 in the aggregate. These amounts were offset against officer compensation payable by the Company. During the fiscal quarter ended November 30, 2009 there were no other exercises of stock options by the named executives. The named executives have never received stock appreciation rights.

In September, 2009, 1,000,000 shares of common stock were issued to a non-affiliate for services rendered for investor relations awareness in recognition of the protracted close of the Share Exchange and to ensure continuation of services.
In October, 2009, 2,000,000 shares of common stock were issued to a non-affiliate for services rendered to provide the design, development, execution and maintenance of the Company's website, www.rtgventures.com. The Company owns the domain name and the site as a result of this transaction.
10
RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 7 - STOCK OPTIONS

On September 1, 2009, the Company granted 2,500,000 stock options with a fair value of $50,000. The Black-Scholes option valuation model was used to estimate the fair value of the options granted. The model includes subjective input assumptions that can materially affect the fair value estimates. The model was developed for use in estimating the fair value of traded options that have no vesting restrictions and that are fully transferable. For example, the expected volatility is estimated based on the most recent historical period equal to the weighted average life of the options granted. Options issued under the Company's option plans have characteristics that differ from traded options. This valuation model does not necessarily provide a reliable single measure of the fair value of its employee stock options. All stock options were exercised during September 2009 as discussed in note 6. No options were outstanding at November 30, 2009.

Principal assumptions used in applying the Black-Scholes model for options granted by the Company:

September 1,
2009
2008
Exercise Price
$ .05
$ .034
Market price
$ .05
$ .034
Risk-free interest rate
3.75%
3.75%
Expected life in years
1 year
1 year
Expected volatility
135%
120%
NOTE 8 - LITIGATION

The Company is not currently involved in any litigation.

NOTE 9 - EMPLOYMENT AND CONSULTING AGREEMENTS

In April 2006, the Company entered into three year employment and consulting agreements with two officers for annual remuneration of $185,000 and $120,000, the contracts are rolling, renewable annual contracts thereafter. Options to purchase 2,500,000 common shares will be granted each September that the agreement is in effect, beginning in September, 2007. Such option will be granted at market prices and expire after five years from the date of the grant.
On April 29, 2008, the Company entered into a consulting agreement to provide investor relation services.

NOTE 10 - SHARE EXCHANGE AGREEMENT

In March 2007 the Company signed a Definitive Agreement with Atlantic Network Holdings, Ltd New Media TV Limited, both non U.S entities, and certain unaffiliated share holders, whereby all of the above entities shares would be exchanged for 1,273,059 preferred shares of the Company with voting rights of 1 preferred share equal to 100 common shares. The transaction remained pending as of January, 2010.
NOTE 11 – SUBSEQUENT EVENTS

We have evaluated subsequent events through January 8, 2010, the date the financial statements were available to be issued. There are no significant subsequent events as of that date.
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Item 2. Management's Discussion and Analysis or Plan of Operations
Cautionary Factors That May Affect Future Results
This Current Report on Form 10-Q and other written reports and oral statements made from time to time by the Company may contain predictive statements, all of which are subject to risks and uncertainties. One can identify these predictive statements by their use of words such as "expects," "plans," "will," "estimates," "forecasts," "projects" and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address the Company's growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from the Company's predictive statements. These factors include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No predictive statement can be guaranteed and actual future results may vary materially. The Company does not assume the obligation to update any predictive statement. One should carefully evaluate such statements in light of factors described in the Company's filings with the SEC, especially on Forms 10-K, 10-Q and 8-K. In various filings the Company has identified important factors that could cause actual results to differ from expected or historic results. One should understand that it is not possible to predict or identify all such factors. Consequently, the reader should not consider any such list to be a complete list of all potential risks or uncertainties.
Company Overview
The following Plan of Operation should be read in conjunction with the consolidated financial statements and the notes thereto appearing elsewhere in this Report.
The Company is in a start up mode with a Business Plan in place. In 2006, the Company identified a business in digital and broadband internet media and online global payment systems in the UK which lent itself to both organic growth and growth by acquisition. From that time, we have been evolving the Business Plan to maximize the opportunities and minimize the risks inherent in a challenging economic environment. All of these efforts were conducted under the contractual requirements of a Share Exchange Agreement. On March 20, 2007, we entered into a Share Exchange Agreement (the "Agreement") with Atlantic Network Holdings Limited, New Media Television (Europe) Limited ("NMTV"), and Certain Outside Stockholders Listed on Exhibit A thereto to acquire all of the outstanding shares of NMTV. Atlantic Network Holdings Limited is a Guernsey company limited by shares and NMTV is a United Kingdom private company limited by shares. NMTV will hold a 75% aggregate ownership share of the resultant company in preferred shares and RTGV will retain 25% of NMTV and all of the outstanding common shares for one year. The transaction is subject to the fulfillment of certain conditions, including the filing by the Company of all reports required to be filed by it under the Exchange Act and the satisfactory completion of the audit of NMTV's financial statements for each of its past three fiscal years. No assurance can be given that the transaction will be completed, however, the Company intends to continue the implementation of the Business Plan without the share exchange.

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

We have financed our activities to date from sales of debentures and loans from shareholders, officers and third parties. As at November 30, 2009 we had an accumulated deficit of $6,466,840. 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.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
As a “smaller reporting company”, as defined by Rule 10(f)(1) of Regulation S-K, the Company is not required to provide this information.
Item 4T. CONTROLS AND PROCEDURES
CEO and CFO Certifications
As of the end of the period covered by this quarterly 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.

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") and maintain accountability for assets. Access to assets is permitted only in accordance with management's general or specific authorization.
13
PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this item.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
During the three month period ended November 30, 2009 the Company did not sell any stock nor repurchase any of its equity securities.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits

31.1
Chief Executive Officer - Rule 13a-14(a) Certification
31.2
Chief Executive Officer - Rule 13a-14(a) Certification
32.1
Chief Executive Officer - Sarbanes-Oxley Act Section 906 Certification
32.2
Chief Financial Officer - Sarbanes-Oxley Act Section 906 Certification
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RTG VENTURES, INC.
Date: January 08, 2010
By: /s/ Linda Perry
Linda Perry, Chief Executive
Officer
Date: January 08, 2010
By: /s/ Barrington Fludgate
Barrington Fludgate, Chief
Financial Officer
15
TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial StatementsItem 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operations 12Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market Risk 13Item 3. Quantitative and Qualitative Disclosures About Market RiskItem 4T. Controls and Procedures 14Item 4T. Controls and ProceduresPart II. Other InformationItem 1. Legal Proceedings 14Item 1. Legal ProceedingsItem 1A. Risk Factors 14Item 1A. Risk FactorsItem 2. Unregistered Sale Of Equity Securities and Use Of Proceeds 14Item 2. Unregistered Sale Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior Securities 14Item 3. Defaults Upon Senior SecuritiesItem 4. Submission Of Matters To A Vote Of Security Holders 14Item 4. Submission Of Matters To A Vote Of Security HoldersItem 5. Other Information 14Item 5. Other InformationItem 6. Exhibits 14Item 6. ExhibitsNote 1 - Nature Of BusinessNote 2 - Significant Accounting PoliciesNote 2 - Significant Accounting Policies (continued)Note 3 - Going ConcernNote 4 - Notes PayableNote 5 - Accounts Payable and Accrued ExpensesNote 6 - Common StockNote 7 - Stock OptionsNote 8 - LitigationNote 9 - Employment and Consulting AgreementsNote 10 - Share Exchange AgreementNote 11 Subsequent EventsItem 2. Management's Discussion and Analysis Or Plan Of OperationsItem 3. Quantitative and Qualitative Disclosure About Market RiskPart II - Other Information