Digital Brand Media and Marketing Group Inc (DBMM)

[sean3283]

Form 8-K for RTG VENTURES INC


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21-Mar-2007

Entry into a Material Definitive Agreement, Financial Statements and Exhibits



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.