RTGV 10-Q Filing. Company is exepcted to close a Reverse Merger by September 17th.
http://www.pinksheets.com/pink/quote/quote.jsp?symbol=rtgv#getFilings
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: May 31, 2008
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 org anization)
c/o Paykin & Krieg, 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, as amended (the “Exchange Act”) during the past 12 months (or for such a 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: 118,818,885 shares of Common Stock, par value $.001 per share, as of July 15, 2008.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X].
RTG VENTURES, INC.
CONSOLIDATED FINANCIAL STATEMENTS
Page #
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (Unaudited)
Balance Sheets 4
Statements of Operations 5
Statements of Cash Flows 6
Statement of Stockholders' Deficit 7
Notes to Financial Statements 8
Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS 13
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 14
Item 4T. CONTROLS AND PROCEDURES 14
PART II OTHER INFORMATION
Item 1.
LEGAL PROCEEDINGS 16
Item 1A. RISK FACTORS 16
Item 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS 16
Item 3. DEFAULTS UPON SENIOR SECURITIES 16
Item 4. SUBMISSION OF MATTERS OF A VOTE OF SECURITIES HOLDERS 16
Item 5. OTHER INFORMATIONS 16
Item 6. EXHIBITS 17
3
RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
August 31, 2007
May 31, 2008
(unaudited)
ASSETS
CURRENT ASSETS - CASH $ 342 $ 342
TOTAL ASSETS $ 342 $ 342
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 746,793 $ 442,146
Loans payable 129,940 129,940
TOTAL CURRENT LIABILITIES 876,733 572,086
STOCKHOLDERS' DEFICIT
Preferred stock, par value $.001;authorized 2,000,000 shares, issued - none
Common stock, par value $.001; authorized 200,000,000 shares;
issued and outstanding 118,818,885 shares 118,819 118,819
Additional paid in capital 4,564,310 4,530,810
Deficit accumulated during development stage (5,559,520 ) (5,221,373 )
TOTAL STOCKHOLDERS' DEFICIT (876,391 ) (571,744 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 342 $ 342
See notes to unaudited consolidated financial statements .
4
RTG VENTURES, INC. AND SUBSIDIARY
(A Developmental Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
From July 17, 2000
Three Months ended May 31, Nine Months Ended May 31, (Inception) to
2008 2007 2008 2007 May 31, 2008
REVENUES $ - $ - $ - $ - $ -
COSTS AND EXPENSES:
General and administrative 92,939 129,894 338,147 300,871 4,147,338
Impairment of intangibles - - - - 26,475
Interest expense - - - 650,000 897,000
Merger and acquisition costs - - - - 634,751
TOTAL COSTS AND EXPENSES 92,939 129,894 338,147 950,871 5,705,564
OTHER INCOME - - - (6,629 ) (146,044)
NET LOSS $ (92,939 ) $ (129,894 ) $ (338,147 ) $ (944,242 ) $ (5,559,520)
NET LOSS PER SHARE:
Basic and Diluted $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.01 )
WEIGHTED AVERAGE NUMBER OF SHARES:
Basic and Diluted 118,818,885 118,818,885 118,818,885 113,263,329
See notes to unaudited consolidated financial statements.
5
RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
From July 17, 2000
(Inception)
To May 31, 2008
Nine Months Ended May 31,
2008 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (338,147 ) $ (944,242 ) $ (5,559,520 )
Adjustments to reconcile net loss to
net cash used in operating activities:
Non-cash compensation 33,500 2,242,123
Impairment of intangibles - - 26,475
I nterest Expense - 650,000 750,000
Other income - (6,629 ) (146,044 )
Changes in assets and liabilities:
Notes receivable - - 88,178
Refundable income taxes - - 2,257
Accounts payable and accrued expenses 304,647 204,750 2,345,433
Total adjustments 338,147 848,121 5,308,422
NET CASH USED IN OPERATING ACTIVITIES - (96,121 ) (251,098 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan payable - 96,604 229,940
Capital contribution - - 21,500
NET CASH PROVIDED BY FINANCING ACTIVITIES - 96,604 251,440
INCREASE IN CASH - 483 342
CASH - BEGINNING OF PERIOD 342 - -
CASH - END OF PERIOD $ 342 $ 483 $ 342
CASH PAID FOR :
Interest $ - $ - $ -
Taxes $ - $ - $ -
Supplemental Cash Flow Information:
Non-Cash Investing and Financing Activities
Common stock issued for payment of accounts and loans payable $ - $ 750,000 $ 1,525,217
Proceeds from exercise of option and warrants
offset in payment of accounts payable $ - $ 2,500 $ 677,950
Acquisition of intangibles for common stock $ - $ - $ 26,475
See notes to unaudited consolidated financial statements.
6
RTG VENTURES INC AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
Deficit
Accumulated
During
Development
Stage
Additional
Paid-in
Capital Total
Stockholders'
Deficit
Common Stock
Shares Amount
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 warrants 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 )
Value of stock options granted - - 33,500 - 33,500
Net loss - - - (338,147 ) (338,147 )
Balance, May 31, 2008 (Unaudited) 118,818,885 $ 118,819 $ 4,564,310 $ (5,559,520 ) $ (876,391 )
See notes to unaudited consolidated financial statements.
7
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 have been eliminated.
8
RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Income Taxes
The Company accounts for income taxes under Statement of Financial Accounting Standard No.109, "Accounting for Income Taxes" ("SFAS109"). SFAS 109 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. SFAS 109 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax asset.
Computation of Net Loss Per Share
The Company presents basic loss per share and, if appropriate, diluted earnings per share in accordance with SFAS 128, "Earnings Per Share ("SFAS 128"). Under SFAS 128 basic net loss per share is computed by dividing net income (loss) for the period by the weighted-average number of shares outstanding during the period. Diluted net income per share is computed by dividing net income for the period by the weighted-average number of common share equivalents during the period. Common stock equivalents arise from the issuance of stock options and warrants. Dilutive earnings per share are not shown as the effect is anti-dilutive.
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.
9
RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Stock Based Compensation
The Company has adopted FASB Statement of Financial Accounting Standard ("SFAS").123R "Share Based Payment." This statement is a revision of SFAS 123,and supersedes APB Opinion 25 and its related implementation guidance. SFAS 123R addresses all forms of share based payment ("SBP") awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights. SBP awards result in a charge to operations that will be measured at fair value on the grant date, based on the estimated number of awards expected to vest over the service period.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, account standards, if currently adopted, could have a material effect on the accompanying financial statements.
NOTE 3 - GOING CONCERN
The Company's consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realizations of assets and liquidation of liabilities in the normal course of business. The Company has incurred an accumulated deficit for the period from July 17, 2000 (inception) through May 31, 2008 of approximately $5,559,000 and had negative working capital at May 31, 2008 of approximately $875,000. The Company incurred a net loss for the nine months ended May 31, 2008 of approximately $338,000. These factors, among others, raise substantial doubt about its ability to continue as a going concern. In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (1) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company.
NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
At May 31, 2008 accounts payable and accrued expenses consisted of the following:
Trade payables $ 80,658
Officers compensation 594,015
Professional fees 72,120
$ 746,793
10
RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 5 - STOCK OPTIONS
On September 1, 2007, the Company granted 2,500,000 stock options with a fair value of $33,500 as reported in the financial statements at November 30, 2007. The Black-Scholes option valuation model was used to estimate the fair value of the options granted in September 1, 2007. 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.
Principal assumptions used in applying the Black-Scholes model for options granted on September 1, 2007:
Exercise price $ .017
Market price $ .017
Risk-free interest rate 4.25
Expected life in years 1 year
Expected volatility 276
NOTE 6 - 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 Company also granted the officers stock options to purchase a combined total of 2,500,000 common shares at a price of $.001 per share. The options vested immediately and were to expire in April 2009. The options were exercised in full on January 30, 2007.
In September, 2007 additional options to purchase 2,500,000 common shares were granted to the officers of the Company These options were granted at the market value at the date of grant, vested immediately and were to expire five years from date of grant.
11
RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 7 - SHARE EXCHANGE AGREEMENT
In December 2007 the Company entered into an Amendment to Share Exchange Agreement with Atlantic Network Holdings, Ltd, New Media TV Limited, both non U.S entities, and certain unaffiliated shareholders, whereby all of the above entities shares would be exchanged for 127,305,945 common shares of the Company. As of May 31, 2008 the acquirer had advanced $129,940 to the Company in anticipation of the completion of the pending transaction. As of July 2008, the transaction remained pending.
Note 8 - SUBSEQUENT EVENT
On July 14, 2008, the Company issued a note payable totaling $25,000. The note is due on or before September 30, 2008 in the amount of $37,500.
12
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.
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, 2007 contains an explanatory paragraph regarding our ability to continue as a going concern.
As reported in our Current Report on Form 8-K/A filed with the Commission on December 21, 2007, on December 20, 2007, we entered into an Amendment to 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 "Amendment") which amended the terms of a Share Exchange Agreement previously entered into by the parties.
13
As was previously reported in our Current Report on Form 8-K filed with the Commission on March 21, 2007, on March 20, 2007 we entered into a Share Exchange Agreement with ANHL, NMTV and certain outside shareholders of NMTV (the "Exchange Agreement") pursuant to which ANHL and the outside shareholders of NMTV agreed to exchange all of their shares in NMTV for a 90% equity interest in the Company, NMTV would become a wholly-owned subsidiary of the Company and ANHL would own an approximate 80% interest in the Company.
As modified by the Amendment, the Exchange Agreement now provides for ANHL and the outside shareholders of NMTV to receive a 75% equity interest in the Company and ANHL will own an approximate 65% interest in the Company.
In addition, certain other provisions of the Exchange Agreement have been modified to reflect an agreement by ANHL to transfer to NMTV prior to closing of all of the issued and outstanding shares of Ecommercenet Limited and its subsidiaries (collectively, "Ecommercenet). Ecommercenet has developed an internet payment and financial transaction processing system geared toward online media purchases, which is anticipated to be operated in tandem with NMTV's online media business.
On July 14, 2008, the Company issued a note payable totaling $25,000. The note is due on or before September 30, 2008 in the amount of $37,500.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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 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.
14
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.
Based on our management's evaluation (with participation of our principal executive officer and principal financial officer), as of the end of the period covered by this report, our principal executive officer and principal financial officer concluded that a deficiency was identified in our internal controls over financial reporting which constituted a "material weakness". Accordingly, management concluded that our disclosure controls and procedures were not effective.
The material weakness was the result of an insufficient number of personnel having adequate knowledge, experience and training to provide effective oversight and review over our financial close and reporting process.
Limitations on the Effectiveness of Controls
Our management does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. A design of a control system is also based upon certain assumptions about potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
Changes in Internal Controls
We maintain a system of internal controls designed to provide reasonable assurance that transactions are executed in accordance with management's general or specific authorization; transactions are recorded as necessary to permit preparation of financial statements in conformity with Generally Accepted Accounting Principles ("GAAP") and maintain accountability for assets. Access to assets is permitted only in accordance with management's general or specific authorization.
15
It is the responsibility of our management to establish and maintain adequate internal control over financial reporting. The material weakness identified relates to an insufficient number of personnel having adequate knowledge, experience and training to provide effective oversight and review over our financial close and reporting process. This is the result of limited financial resources. These control deficiencies in the aggregate did not result in any misstatements in the interim consolidated financial statements. Management is in the process of remedying the material weakness described above.
Internal control over financial reporting
Management has initiated the following activities intended to improve our internal control over financial reporting:
As reported in the Company's Current Report on Form 8-K filed with the SEC on April 24, 2006 and amended on April 28, 2006, the previous management was removed by written consent of our shareholders and replaced by the former executive officers and directors and the internal controls previously in place were re-instituted.
PART II
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 May 31, 2008 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.
16
Item 6. EXHIBITS
Exhibit # Description
31.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted to Section 302 Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted to Section 302 Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted to Section 906 Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted to Section 906 Sarbanes-Oxley Act of 2002
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.
R TG VENTURES, INC.
Date: July 14, 2008
By: /s/ Linda Perry
Linda Perry,
Ch ief Executive Officer
Date: July 14, 2008
By: /s/ Barrington Fludgate
Barrington Fludga te,
C hief Finan cial Officer
17
EXHIBIT 31.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Linda Perry, certify that:
(1) I have reviewed this Quarterly Report on Form 10-Q of RTG Ventures, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities and particularly during the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
c) Disclosed in the report any change in the registrant's internal control over financial reporting that has occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: July 14, 2008 /s/ Linda Perry
Linda Perry
President and Chief
Executive Officer
EXHIBIT 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Barrington Fludgate, certify that:
(1) I have reviewed this Quarterly Report on Form 10-Q of RTG Ventures, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, and particularly during the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) Disclosed in the report any change in the registrant's internal control over financial reporting that has occurred during the registrant's most recent fiscal quarter the registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
(5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: July 14, 2008
/s/ Barrington Fludgate
Barrington Fludgate,
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S. C.
SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of RTG Ventures, Inc. (the "Company") for the quarterly period ended November 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Linda Perry, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13 (a) of 15 (d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: July 14, 2008 /s/ Linda Perry
Linda Perry,
President and Chief Executive Officer
EXHIBIT 32.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C.
SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of RTG Ventures, Inc. (the Company") for the quarterly period ended November 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Barrington Fludgate, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1) The Report fully complies with the requirements of Section 13 (a) of 15 (d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: July 14, 2008 /s/ Barrington Fludgate
Barrington Fludgate,
Chief Financial Officer
News 
Market Data 
Discover 
