RTGV - RTG Ventures, Inc.

Item 1.01 Entry Into a Material Definitive Agreement.

On March 20, 2007, RTG Ventures, Inc., a Florida corporation ("RTG") entered into a Share Exchange Agreement with Atlantic Network Holdings Limited, a Guernsey company limited by shares ("ANHL"), New Media Television (Europe) Limited, a United Kingdom private company limited by shares and a majority owned subsidiary of ANHL ("NMTV"), and certain outside shareholders of NMTV (the "Exchange Agreement").

Pursuant to the Exchange Agreement, ANHL and the outside shareholders of NMTV will exchange all of their shares in NMTV for newly-issued shares of RTG and NMTV will become a wholly-owned subsidiary of RTG. Following the closing, ANHL will own a controlling interest in RTG. The transaction is subject, among other things, to RTG's completing audits for its past two fiscal years and filing all reports required under the Securities Exchange Act of 1934, as amended, to the date of the closing.

Item 9.01 Financial Statements and Exhibits.

(b) Exhibits

99.1
Share Exchange Agreement, dated March 20, 2007, by and among RTG Ventures, Inc., Atlantic Network Holdings Limited, the Outside Stockholders Listed on Exhibit A thereto and New Media Television (Europe) Limited.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



RTG Ventures, Inc.

(Registrant)


Dated: March 21, 2007

By: /s/ Linda Perry

Linda Perry, Chief Executive Officer

http://xml.10kwizard.com/filing_raw....756609%3C/a%3E

Thursday, March 22 2007 4:59 AM, GMT-05:00

RTG Ventures, Inc. Signs Share Exchange Agreement with New Media Television (Europe), Limited

Business Wire "US Press Releases "

NEW YORK--(BUSINESS WIRE)--

RTG Ventures, Inc. (RTGV.PK) entered into a Share Exchange Agreement with New Media Television (Europe), Limited (NMTV), and filed an 8-K with the SEC. NMTV is comprised of three private entities: New Media Studios Limited, Hanborough Investments Limited, and Atlantic Television Limited. NMTV is owned by Atlantic Network Holdings Limited (ANHL), and is the holding company for media ventures. The web site for ANHL is www.atlanticnetwork.com.

RTGV has been seeking a merger candidate as a priority since the majority shareholders returned to management and filed an 8-K on April 24, 2006. A decision was made to change strategy from the promotion and execution of skill games championships in China, to identifying a target company, preferably in entertainment with assets and a sound business plan which would benefit RTGV shareholders. The risk factors in China, particularly the volatility of the Chinese markets, and the lack of enforceability of contracts in intellectual property, caused the Board to redirect the business. After vetting a broad spectrum of candidates, the management selected NMTV, which met the criteria as a value proposition in the private sector needing a public presence to move to the next stage of development.

NMTV is an integrated media vehicle, comprised of an established studio complex one hour outside London in Oxford, which has six operational subsidiaries, an investment vehicle which owns the freehold on the studio property, and a television production operation which currently has joint venture agreements for ten internet TV channels, six with Salvation TV and four with West End Communications, Ltd. Another five channels are being negotiated with three major European operators where Heads of Agreement have been signed with Hatton Media Productions. ATV has outsourced product/content and marketing, as well as other cost-effective measures in order to maximize revenue streams. There are other initiatives underway in Reality TV and ongoing natural history filming. Other subsidiaries hold film interests via script rights.

Roger Bailey, Chairman and Director of ANHL, offered that: "It is anticipated that existing contracts will generate over $20M US annually within three years, and that does not include other ancillary businesses which will provide revenues."

What Makes NMTV Unique?

NMTV will utilize a new technology providing a multi-cast delivery system provided by Global MIX, Ltd. This broadband infrastructure allows for the broadcast of live feeds across the internet, as opposed to a unique feed for each viewer which can create frustrating delays for the user. Multi-cast transmissions ensure delivery of TV quality without buffering or freezing.

Bailey went on to say: "NMTV represents a business with a competitive edge because of the technology. ANHL has invested in considerable R&D to get to this point, and we are very confident our public shareholders will share our vision."

There are significant aspects of the deal which will benefit all shareholders and ensure transparency:

-- RTGV is currently in the process of bringing its filings up to
date, including audited financials and application for
reinstatement to the Bulletin Board thereafter;

-- A three-year business plan for NMTV is being developed and
$1,000,000 in working capital will be in place prior to
closing.

While NMTV is located in Bristol, and Oxford in the UK, three-year contracts will be effected with GWR Enterprises, Inc., which will consult to coordinate U.S. infrastructure requirements for a public company. Existing relationships will continue with: the corporate counsel, Paykin, Greenblatt, Lesser & Krieg; the auditor, Sherb & Co. LLP; and the transfer agent, Madison Stock Transfer, which will ensure a full communications program for shareholders. To the latter point, a NOBO list was recently ordered by RTGV management in order for the company to provide additional information on the merger progress in a timely fashion.

Said Bailey, "We believe RTGV and NMTV will be a stronger company together, and all parties look forward to a future of growing organically and by acquisition."

Safe Harbor Provisions: The foregoing contains certain predictive statements that relate to future events or future business and financial performance. Such statements can only be predictions, and the actual events or results may differ from those discussed due to, among other things, those risks described in RTGV's reports, filed with the SEC. Opinions expressed herein are subject to change without notice. This document is published solely for information purposes, and is not to be construed as an offer to sell or the solicitation of an offer to buy any securities in any state. Past performance does not guarantee future performance. Additional information is available upon request.

Source: RTG Ventures, Inc.

Link to old thread:

http://www.hotstockmarket.com/forums...highlight=rtgv

Wednesday, April 25 2007 3:59 AM, GMT-05:00

RTG Ventures, Inc. Share Exchange Partner Purchases Studio Property for over $3,000,000

Business Wire "US Press Releases "

NEW YORK--(BUSINESS WIRE)--

Last month, RTG Ventures, Inc. (RTGV.PK) announced a Share Exchange Agreement with New Media Television (Europe) Limited (NMTV), comprised of three subsidiaries - New Media Studios Limited, Hanborough Investments Limited, and Atlantic Television Limited - and filed an 8-K with the SEC. NMTV is a media venture utilizing a new, exclusive technology which delivers multi-cast transmissions ensuring TV quality without buffering or freezing. In addition, the venture has a full media infrastructure supporting it, which will positively leverage its opportunities in the public sector.

One of the conditions of closing was for Hanborough Investments Limited to purchase the freehold property for New Media Studios Limited. The real estate transaction has been completed, and includes eight TV and film studios, located in Oxford, one hour outside London. Now that the property freehold is owned by NMTV, a program will begin to upgrade the studios to accommodate the new technology for the making and broadcasting of broadband TV programs, and planned future initiatives which will be summarized in the 3-year Business Plan being developed by NMTV, and which is also a condition of closing.

RTGV will continue to update shareholders and the public on the progress of the Share Exchange Agreement, as closing conditions are met, via press releases. The Company anticipates its next press release will be that RTGV's SEC filings are up-to-date.

After closing, the intent is for the resultant company to be called NMTV, Inc.

Safe Harbor Provisions: The foregoing contains certain predictive statements that relate to future events or future business and financial performance. Such statements can only be predictions, and the actual events or results may differ from those discussed due to, among other things, those risks described in RTGV's reports filed with the SEC. Opinions expressed herein are subject to change without notice. This document is published solely for information purposes, and is not to be construed as an offer to sell or the solicitation of an offer to buy any securities in any state. Past performance does not guarantee future performance. Additional information is available upon request.

Source: RTG Ventures, Inc.

Form 10KSB for RTG VENTURES INC

22-May-2007

Annual Report



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. During the fiscal year ended August 31, 2006, we continued to look for merger and acquisition candidates in related and unrelated fields.

We have financed our activity to date from sales of debentures and loans from shareholders and officers. As at August 31, 2006 we had an accumulated deficit of $4,201,909. The report of our independent registered public accounting firm, Sherb & Co., LLP, on our audited financial statements contains an explanatory paragraph regarding our ability to continue as a going concern.

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.

Form 10QSB for RTG VENTURES INC

22-May-2007

Quarterly Report



Item 2. Management's Discussion and Analysis or Plan of Operations
Cautionary Factors That May Affect Future Results

This Current Report on Form 10-QSB 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-KSB, 10-QSB 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.

We are a development stage company and we have not generated any revenues in our present business.

We have financed our activity to date from sales of debentures and loans from shareholders and officers. The report of our independent registered public accounting firm, Sherb & Co., LLP, on our audited financial statements for the year ended August 31, 2006 contains an explanatory paragraph regarding our ability to continue as a going concern.

On March 20, 2007, we entered into a Share Exchange Agreement (the "Agreement") with Atlantic Network Holdings Limited, New Media Television (Europe) Limited ("NMTV"), and Certain Outside Stockholders Listed on Exhibit A thereto to acquire all of the outstanding shares of NMTV. Atlantic Network Holdings Limited is a Guernsey company limited by shares and NMTV is a United Kingdom private company limited by shares. The transaction is subject to the fulfillment of certain conditions, including the filing by the Company of all reports required to be filed by it under the Securities Exchange Act of 1934, as amended, and the satisfactory completion of the audit of NMTV's financial statements for each of its past three fiscal years. In addition, the Company has agreed that there will be no more than 16,974,126 shares of its common stock outstanding at closing. No assurance can be given that the transaction will be completed.

Form 10QSB for RTG VENTURES INC

23-May-2007

Quarterly Report



Item 2. Management's Discussion and Analysis or Plan of Operations
Cautionary Factors That May Affect Future Results

This Current Report on Form 10-QSB 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-KSB, 10-QSB 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.

We are a development stage company and we have not generated any revenues in our present business.

We have financed our activity to date from sales of debentures and loans from shareholders and officers. The report of our independent registered public accounting firm, Sherb & Co., LLP, on our audited financial statements for the year ended August 31, 2006 contains an explanatory paragraph regarding our ability to continue as a going concern.

On March 20, 2007, we entered into a Share Exchange Agreement (the "Agreement") with Atlantic Network Holdings Limited, New Media Television (Europe) Limited ("NMTV"), and Certain Outside Stockholders Listed on Exhibit A thereto to acquire all of the outstanding shares of NMTV. Atlantic Network Holdings Limited is a Guernsey company limited by shares and NMTV is a United Kingdom private company limited by shares. The transaction is subject to the fulfillment of certain conditions, including the filing by the Company of all reports required to be filed by it under the Securities Exchange Act of 1934, as amended, and the satisfactory completion of the audit of NMTV's financial statements for each of its past three fiscal years. In addition, the Company has agreed that there will be no more than 16,974,126 shares of its common stock outstanding at closing. No assurance can be given that the transaction will be completed.

NEW YORK, May 24, 2007 (BUSINESS WIRE) -- RTG Ventures, Inc. (RTGV.PK) is now
in full compliance with all reports required to be filed by it under the
Securities Exchange Act of 1934, including the satisfactory completion of the
financial audits for fiscal years 2005 and 2006. RTGV's fiscal year ends August
31. (All filings available in www.pinksheets.com, EDGAR or Yahoo Finance.)

Coincident with RTGV meeting the regulatory filing requirements, the company is
seeking to return to its previous NASDAQ Bulletin Board trading status, in the
best interests of all the shareholders.

These two events mark significant milestones for the company. In addition to
earlier press releases which announced RTGV's Share Exchange Agreement with New
Media Television (Europe) Limited (NMTV), and the subsequent purchase by NMTV of
the freehold studio property by their subsidiary, Hanborough Investments
Limited, the studio purchase constituted completion of one of the conditions of
closing. The SEC reporting compliance represents the second condition of closing
which has been successfully completed.

RTGV, as a fully compliant, transparent public entity, will continue to keep its
shareholders and the public apprised on the progress of the Share Exchange
Agreement Conditions of Closing as they are completed.

About NMTV: NMTV is a media venture utilizing a new exclusive broadband
technology which delivers multicast transmissions ensuring TV quality without
buffering or freezing. Its infrastructure is comprised of an established studio
complex outside of London with six operational subsidiaries, an investment
vehicle which owns the freehold on the studio property, and a television
production operation which has joint venture agreements with 15 internet
channels. Initiatives are also underway in Reality TV and ongoing natural
history filming. Other subsidiaries hold film interests via script rights. (This
summary will be modified as the company evolves following the Business Plan in
development.)

After the Share Exchange Agreement closes, with all closing conditions met,
RTGV, Inc., will be renamed NMTV, Inc.

Anybody else still in this? Nice day so far. I think we will be doing very well soon.

NEW YORK, Aug 28, 2007 (BUSINESS WIRE) -- RTG Ventures, Inc. (RTGV.PK) is
continuing to move forward with the Share Exchange Agreement announced on March
22, 2007. On July 13, 2007, RTGV filed its 10-Q for the quarter ending May 31,
2007 required under the Securities Exchange Act of 1934. Compliance by RTGV with
all reports required by the SEC is a condition of closing. The filing is
available in www.pinksheets.com, EDGAR or Yahoo Finance.

RTGV is also in the process of providing all of the documentation required for a
15c-211 submission requesting reinstatement to the Bulletin Board, where the
company traded previously. Although reinstatement is not a condition of closing,
the company officers have continued to indicate their intention to seek
reinstatement to the BB in the best interest of all the shareholders.

NMTV is also addressing the conditions of closing required of it, including
three years of audited financials, to GAAP standards. The audits will be
included in an 8-K which will be filed coincident with closing documents.

Enhancement for RTGV Shareholders in New Venture

In the Share Exchange Agreement filed on March 20, 2007, RTGV announced that
their existing shareholders would receive 10% of the resultant venture, NMTV,
Inc.

Because of the investor support exhibited by RTGV shareholders, it has been
agreed to increase the number of shares provided to those shareholders by 2 1/2
times, from 16,794,126 to 42,435,315. An amendment to the agreement has been
signed by the parties and will be filed as an 8-K shortly.

The result is RTGV shareholders will own 25% of NMTV, Inc. at closing, instead
of the 10% announced previously.

NEW YORK, Oct 09, 2007 (BUSINESS WIRE) -- RTG Ventures, Inc. (RTGV.OB) has been
reinstated on the OTC Bulletin Board, effective immediately. The resumption of
trading on the BB represents a significant milestone for the Company, following
meeting all of the SEC regulatory requirements earlier this year. As indicated
in previous press releases, RTGV filed a 15c211 exemption under the 1933
Exchange Act, which has now been approved by the SEC. The Company symbol can be
accessed by the symbol RTGV.OB.

Linda Perry, RTGV's CEO said: "We are gratified to know that the SEC has
completed its review and RTGV has been reinstated to trade again on the BB. It
is reassuring to the Company officers and its investors, both current and
prospective, that the BB listing represents another positive step forward for
RTGV."

Pretty good day and volume on this today. Much higher very soon IMO.

Looking good. Anybody else here in this?