Evolving.
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SKGO - your list says watch only. I decided to try for some. Soon as I did the .0001 ask disappeared. Been 7 minutes now, and that ))&^*&$%*^(*^(*^MM NITE won't show my bid.
Another 10 minutes I will cancel the order and stay out.
05/08/2009 3:11 PM SKGO 10000000 Buy $0.0001 Accepted Detail Quote Cancel Modify
He is the same insider who bought MOVT last year.
http://206.222.29.162/history/insider.jsp?Cik=0001443599&company=SKGO&name=Racheff%20Eric%20Stratton&title=%2010%%20owner
Good grief my apologies - I checked the company information first and missed that - I need to stop multitasking. Not a bad O/S for a .0001, though.
Gail, MCCI is no longer skull and bones. It is now a stop sign.
VLRN O/S from the 10-QA on Pinksheets.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [ X ] No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock August 31, 2008
------------------------ -------------------
$.001 par value 178,953,756
I have no idea. Jay Wolf / Trinad thinks it is valuable.
Stockwatch shows 3,010,000.
We just went to no bid, ask 2X1, 2x2, etc.
Logical assumption.
CDOI L2 bid 1x.05 (others lower), ask 1x.4499, 1x.5 (others higher)
I am not sure, but I think they have to increase the A/S to allow room for the conversions.
ETLSE. The A/S is 300,000,000 and the O/S is 299,998,792, and has been so for awhile. So I don't understand how there can be dilution. I think we really need to solve this one. Would naked or regular shorting show as dilution?
I find Zecco very easy to use.
Zecco 5 decimal experience.
Someone asked me about this in a PM, so I thought I would post it here as well.
My experience with Zecco, trying to trade using 5 decimals.
I put in a buy order for USVEE at .00011, and it worked.
01/15/2009 Cash B UVSEE 91349R208 UNIVERSAL ENERGY CORP Stock 130,000.000 0.000 USD -14.30 -18.80
Later I put in another order (don’t remember details) using 5 decimals, and it was rejected. So I called customer service, and they explained to me that it is based on the stock – each company decides if their stock can be traded at 5 decimals or not.
Subsequent to that, I put in a buy order using 5 decimals, and to my surprise it was neither rejected nor purchased at 5 decimals – it was rounded up!
This time I decided to get documentation, so I sent my inquiry via email.
From: xxxxxxxxxxxxxxxxxxx
Sent: Friday, January 23, 2009 7:00 AM
To: Customer Service
Subject: Question about order
Yesterday I put in an order for SEVO, 700,000 shares at .00019.
Today the order was filled at .0002.
I am OK with the shares, I just want to know why the order was filled at a higher price than I put in.
Again, I will keep the shares, not complaining, just curious.
Thanks, xx
Dear xx,
Thank you for contacting Zecco Trading. In regards to your inquiry, there is a 4 digit limit after the decimal point for all price inputs ($0.XXXX). Your input has 5 digits after the decimal point ($0.00019). Orders with more than 4 digits after the decimal point will be rejected or rounded to the next highest digit. We hope this information has been helpful. Should you require further assistance or have any other inquiries please contact us by phone at 877.700.STOCK or by e-mail at customerservice@zeccotrading.com. We hope you have a great day!
Sincerely,
Godofredo
Financial Service Associate
I have zecco. Trades are 4.50, no limit on number of shares traded. When selling, there is an additional $4.00 or so selling charge that other brokerages include in their commission (one reason their commissions are higher). Read the info on the website about how to get 10 free trades per month - I think if you do 25 trades the first 10 are free.
STUO did not file in time, and since STUO was only quoted on OTCBB, and not Pinksheets, today STUO went straight to the grey market.
If STUO wants to become a Pink Sheet security, a market maker will need to file a form 211 with FINRA.
249,700 more shares bought by Cornell / Yorkville. They now own 7,380,171.
You never did explain / answer my question as to why you thought this would happen!! However, I will still consider you a genius / expert. Nice prediction.
10-K/A filed.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2008
or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Commission file number
000-20936
China Ivy School, Inc.
(Exact name of registrant as specified in its charter)
Nevada 98-0338263
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1 Suhua Road, Shiji Jinrong Building Suite 801,
Suzhou Industrial Park, Jiangsu Province, 215020, P.R. China
(Address of Principal Executive Offices) (Zip Code)
+86-512-6762-5632
(Registrant's Telephone Number, Including Area Code)
--------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes |_| No |X|
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes |_| No |X|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K |_|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes |_| No |X|
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. The aggregate market value of the common stock of the registrant held by non-affiliates (excluding shares held by directors, officers and others holding more than 5% of the outstanding shares of the class) was $457,788 based upon a closing sale price of $1.06 on June 30, 2008 as reported by Bloomberg Finance.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15 of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes |_| No |_|
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. As of April 10, 2008, the registrant had outstanding 23,082,500 shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any report filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.
--------------------------------------------------------------------------------
Special Note Regarding Forward Looking Information
This report contains forward-looking statements that reflect management's current views and expectations with respect to our business, strategies, future results and events, and financial performance. All statements made in this report other than statements of historical fact, including statements that address operating performance, events or developments that management expects or anticipates will or may occur in the future, including statements related to future reserves, cash flows, revenues, profitability, adequacy of funds from operations, statements expressing general optimism about future operating results and non-historical information, are forward-looking statements. In particular, the words "believe," "expect," "intend," "anticipate," "estimate," "plan," "may," "will," variations of such words and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements and their absence does not mean that the statement is not forward-looking. Readers should not place undue reliance on forward-looking statements which are based on management's current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include those discussed in this report, particularly under the caption "Risk Factors." Except as required under the federal securities laws, we do not undertake any obligation to update the forward-looking statements in this report.
--------------------------------------------------------------------------------
Explanatory Note
China Ivy School, Inc. is filing this Amendment No. 1 on Form 10-K/A to its Form 10-K for the year ended December 31, 2008 that was originally filed with the Securities and Exchange Commission ("SEC") on April 15, 2009 (the "Original 10-K") to supply a revised "Report of Independent Registered Public Accounting Firm."
This Amendment No. 1 continues to speak as of the date of the Original 10-K, and we have not updated the disclosure contained herein to reflect any events that occurred at a later date other than that set forth above. We note for the benefit of the reader that an 8-K was filed on May 4, 2009 reporting the April 29, 2009 rescission of the company's March 6, 2009 acquisition of the Youbang Human Resources Company, and that a consequence of the rescission was the resignation from the Registrant's Board of Directors of Mr. Jianwei Wu. All information contained in this Amendment No. 1 is subject to updating and supplementing as provided in our periodic reports filed with the SEC subsequent to the date of the filing of the Original 10-K.
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of China Ivy School, Inc.
I have audited the accompanying consolidated balance sheets of China Ivy School, Inc. and subsidiaries (the "Company") as of December 31, 2008 and the related consolidated statements of operations, stockholders'(deficit) equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. The consolidated financial statements of China Ivy School, Inc. and subsidiaries as of December 31, 2007 and for the year then ended were audited by another auditor whose report dated February 25, 2008 expressed an unqualified opinion on those statements.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of China Ivy School, Inc. and subsidiaries as of December 31, 2008 and the results of their operations and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements referred to above have been prepared assuming that the company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company's present financial condition raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to this are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Michael T. Studer CPA P.C.
------------------------------
Michael T. Studer CPA P.C.
Freeport, New York
April 9, 2009
--------------------------------------------------------------------------------
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: May 5, 2009
CHINA IVY SCHOOL, INC.
By:
/s/ Yongqi Zhu
------------------------------------
Yongqi Zhu
Chairman and Chief Executive Officer
(principal executive officer)
By:
/s/ Jian Xue
------------------------------------
Jian Xue
Chief Financial Officer
(principal financial
and accounting officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant on May 5, 2009 in the capacities indicated.
Signature Title
/s/ Yongqi Zhu
-------------------- Chairman, Chief Executive Officer (principal
executive officer) and a Director
/s/ Jian Xue
-------------------- Chief Financial Officer
/s/ Qian Gao
-------------------- Director
/s/ Xipeng Liu
-------------------- Director
/s/ Fuqeng Xia
-------------------- Director
/s/ Haiming Zhang
-------------------- Director
--------------------------------------------------------------------------------
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Yongqi Zhu, certify that:
1. I have reviewed this Amended Annual Report on Form 10-K of China Ivy School 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(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. 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
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an 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(s) 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 and material weaknesses 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.
Date: May 5, 2009
/s/ Yongqi Zhu
--------------
Yongqi Zhu
Chef Executive Officer
--------------------------------------------------------------------------------
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Jian Xue, certify that:
1. I have reviewed this Amended Annual Report on Form 10-K of China Ivy School, 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(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. 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
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an 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(s) 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 and material weaknesses 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.
Date: May 5, 2009
/s/ Jian Xue
-------------------------
Jian Xue
Chief Financial Officer
--------------------------------------------------------------------------------
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, the Chairman and Chief Executive Officer of China Ivy School, Inc. (the "Company"), does hereby certify under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that this Amended Annual Report on Form 10-K of the Company for the year ended December 31, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 5, 2009
/s/ Yongqi Zhu
--------------
Yongqi Zhu
Chief Executive Officer
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
--------------------------------------------------------------------------------
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, the Chief Financial Officer of China Ivy School, Inc. (the "Company"), does hereby certify under the standards set forth and solely for the purposes of 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that this Amended Annual Report on Form 10-K of the Company for the year ended December 31, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 5, 2009
/s/ Jian Xue
---------------------------
Jian Xue
Chief Financial Officer
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
SECURITY DELETION 13:34 ETLSE eTotalSource, Inc. Common Stock 5/6/2009 100 Failure To Comply With NASD 6530; Added to NBB (ETLS)**
From OTCBB
She is your guardian angel - and you couldn't ask for a better one!
Could the shareholder have been Linda, putting money into the company?
Unless there is something illegal going on, IMO the most money they could have made by selling shares is sixty cents, and that is if they sold the shares at .0005, which is the highest price I have seen for awhile. I believe this because the difference between the O/S and the A/S is 1,208 shares. The company does not get any $$ from any trades of the O/S, because they already sold them once and got their money. At the time they sold them, those shares changed from just being in the A/S to being in the O/S as well.
I have observed that poster for awhile - he was in a stock or 2 that I was also in - I wouldn't quite use the term unbalanced, or irrational, but I sure would not get upset if I were you. I told you a long time ago that as an honest person, you were going to come under attack by many people - most of whom frequent dark alleys.
Thank you. I thought the 100% ownership was contingent on the NSR, based on the way it was worded.
What does "100% owned (subject to NSR)" mean?
But why would going to the pinks cause the share price to go up? That was what I did not understand.
Why will going to the pinks cause the price to go up?
10-Q filed
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: February 28, 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 Mahon, Rooney & 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 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 [X] No [ ]
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: 123,818,885 shares of Common Stock, par value $.001 per share, as of April 27, 2009.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X].
--------------------------------------------------------------------------------
RTG VENTURES, INC. AND SUBSIDIARY
(A Developmental Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
February 28, 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 13
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
February 28, August 31,
2009 2008
(Unaudited)
ASSETS
CURRENT ASSETS - CASH $ - $ 70
TOTAL $ - $ 70
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 853,981 $ 773,447
Notes payable 25,000 25,000
TOTAL CURRENT LIABILITIES 878,981 798,447
STOCKHOLDERS' DEFICIT
Preferred stock, par value .001;
authorized 2,000,000 shares, issued - none - -
Common stock, par value $.001; authorized 200,000,000 shares;
123,818,885 and 118,818,885 shares issued and outstanding, respectively 123,819 118,819
Additional paid in capital 4,866,750 4,694,250
Deficit accumulated during development stage (5,869,550 ) (5,611,446 )
TOTAL STOCKHOLDERS' DEFICIT (878,981 ) (798,377 )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ 70
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 February 28, Six Months Ended
February 28, Cumulative From July 17, 2000 (Inception to February 28,
2009 2008 2009 2008 2009
REVENUES $ - $ - $ - $ - $ -
COSTS AND EXPENSES:
General and administrative 80,269 117,844 238,604 245,208 4,465,154
Impairment of intangibles - - - - 26,475
Interest expense 9,000 - 19,500 - 924,000
Merger and acquisition costs - - - - 634,751
LOSS BEFORE OTHER INCOME (89,269 ) (117,844 ) (258,104 ) (245,208 ) (6,050,380 )
OTHER INCOME - FORGIVENESS OF DEBT - - - - 180,830
NET LOSS $ (89,269 ) $ (117,844 ) $ (258,104 ) $ (245,208 ) $ (5,869,550 )
NET LOSS PER SHARE:
Basic and Diluted $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 )
WEIGHTED AVERAGE NUMBER OF SHARES:
Basic and Diluted 123,818,885 118,818,885 123,818,885 118,818,885
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 Additional Paid Deficit
Accumulated
During Total
Stockholders'
Shares Amount in Capital Stage 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 )
Stock based compensation - - 50,000 - 50,000
Shares issued for exercise of options 5,000,000 5,000 122,500 - 127,500
Net loss - - - (258,104 ) (258,104 )
Balance, February 28, 2009 123,818,885 $ 123,819 $ 4,866,750 $ (5,869,550 ) $ (878,981 )
See notes to unaudited consolidated financial statements.
5
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RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended
February 28, Cumulative From
July 17, 2000
(Inception) To
2009 2008 February 28, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (258,104) $ (245,208 ) $ (5,869,550)
Adjustments to reconcile net loss to
net cash used in operating activities:
Stock based compensation 50,000 33,500 2,292,123
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 208,034 211,708 2,580,121
Total adjustments 258,034 245,208 5,593,110
NET CASH USED IN OPERATING ACTIVITIES (70) - (276,440)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loan payable - - 254,940
Capital contribution - - 21,500
NET CASH PROVIDED BY FINANCING ACTIVITIES - - 276,440
INCREASE IN CASH (70) - -
CASH - BEGINNING OF PERIOD 70 342 -
CASH - END OF PERIOD $ - $ 342 $ -
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 $ - $ - $ 1,525,217
Proceeds from exercise of option and warrants offset in payment of accounts payable $ 127,500 $ - $ 805,450
Acquisition of intangibles for common stock $ - $ - $ 26,475
See notes to unaudited consolidated financial statements.
6
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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
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.
7
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RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)
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. There were no common stock equivalents for the periods ended February 28, 2009 and 2008 or the year ended August 31, 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.
Stock Based Compensation
We account for the grant of stock options and restricted stock awards in accordance with SFAS 123R, “Share-Based Payment, an Amendment of FASB Statement No. 123” (“SFAS 123R”). SFAS 123R requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation.
Recently Issued Accounting Standards
The FASB issued FASB Statement No. 141 (revised 2007), Business Combinations, and No. 160, Noncontrolling Interests in Consolidated Financial Statements. Statement 141(R) requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. FASB No.141 R is effective for fiscal years beginning after December 15, 2008. The Company does not believe that FAS No. 141 R will have any impact on its consolidated financial statements.
The FASB issued FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Statement No.160 requires all entities to report noncontrolling (minority) interests in subsidiaries in the same way—as equity in the consolidated financial statements. Moreover, Statement 160 eliminates the diversity that currently exists in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions. FASB No.160 is effective for fiscal years beginning after December 15, 2008. The Company does not believe that FAS No. 160 will have any impact on its consolidated financial statements.
8
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RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)
In March 2008, the FASB issued FASB No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133, which requires additional disclosures about the objectives of the derivative instruments and hedging activities, the method of accounting for such instruments under SFAS No. 133 and its related interpretations, and a tabular disclosure of the effects of such instruments and related hedged items on our financial position, financial performance, and cash flows. SFAS No. 161 is effective for the Company beginning January 1, 2009. Management believes that, for the foreseeable future, this Statement will have no impact on the consolidated financial statements of the Company once adopted.
In May 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” The new standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for non-governmental entities. We are currently evaluating the effects, if any, that SFAS No. 162 may have on our financial reporting.
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 February 29, 2009 of $5,869,550 and had negative working capital at February 29, 2009 of $878,981. The Company incurred a net loss for the year ended August 31, 2008 of $390,073 and $258,104 for the six months ended February 29, 2009. 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 July 2008, the Company issued a note for $25,000. The note was payable on September 30, 2008 and is currently in default.
NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
At February 28, 2009 and August 31, 2008 accounts payable and accrued expenses consisted of the following:
February 29, August 31,
2009 2008
Trade Payables $ 50,181 $ 41,704
Professional Fees 96,535 68,978
Officers Compensation 680,265 655,265
Accrued Interest 27,000 7,500
$ 853,981 $ 773,447
9
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RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 6 - COMMON STOCK
In November 2008, Linda Perry an officer of the Company, exercised 3,000,000 stock options at an average exercise price of $.0255 per share or $76,500 in the aggregate and Lancer Corporation, a related party, exercised 2,000,000 stock options at an average exercise price of $.0255 or $51,000 in the aggregate. These amounts were offset against officer compensation payable by the Company. During the fiscal quarter ended February 28, 2009 there were no other exercises of stock options by the named executives. The named executives have never received stock appreciation rights.
NOTE 7 - STOCK OPTIONS
On September 1, 2008, the Company granted 2,500,000 stock options with a fair value of $50,000. On September 1, 2007, the Company granted 2,500,000 stock options with a fair value of $33,500. 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 November 2008 as discussed in note 6. No options were outstanding at February 28, 2009.
Principal assumptions used in applying the Black-Scholes model for options granted by the Company:
September 1,
2008 2007
Exercise Price $ .034 $ .017
Market price $ .034 $ .017
Risk-free interest rate 3.75% 4.25%
Expected life in years 1 year 1 year
Expected volatility 120% 276%
NOTE 8 - LITIGATION
We are not the subject of any legal proceedings and we are unaware of any proceedings presently contemplated against us by any federal, state or local government agency.
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 Company also granted stock options to purchase a combined total of 2,500,000 common shares at a price of $.001 per share to such officers. The options vested immediately and expire in April 2009. Additional options to purchase 2,500,000 common shares will be granted each September that the agreement is in effect, starting 2007. Such option will be granted at market prices and expire after five years from the date of the grant. The initial options were exercised in full on January 30, 2007. 5,000,000 options issued on September 1, 2007 and September 1, 2008 were exercised in full during November 2008. No options under this plan were outstanding at February 28, 2009.
10
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RTG VENTURES, INC. AND SUBSIDIARY
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
On April 29, 2008, the Company entered into a consulting agreement with Midwest Stock Consulting, LLC. Per the term of the agreement the Company engaged Midwest Stock Consulting LLC 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 February, 2009.
NOTE 11 – SUBSEQUENT EVENTS
In April, 2009 the Company was advanced $16,500 from a shareholder.
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, 2008 contains an explanatory paragraph regarding our ability to continue as a going concern.
11
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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.
As was previously reported in our Current Report on Form 8-K filed with the Commission on March 21, 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.
Item 3. QUANTITATIVE AND QUALATIVE 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.
12
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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.
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.
13
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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 six month period ended February 28, 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
14
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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: May 4, 2009 By: /s/ Linda Perry
Linda Perry, Chief Executive
Officer
Date: May 4, 2009 By: /s/ Barrington Fludgate
Barrington Fludgate, Chief
Financial Officer
15
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427
I, Linda Perry, certify that:
1. I have reviewed this annual report on Form 10-Q of RTG Ventures, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 quarterly report;
4. The registrant's other certifying officers 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and we 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, particularly during the period in which this quarterly report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) 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;
d) disclosed in this report any change in registrant’s internal control over financial reporting that 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 officers 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 registrant's board of directors (or persons performing the equivalent functions):
a) all deficiencies and material weaknesses 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.
Date: May 4, 2009 /s/ Linda Perry
Linda Perry
President and Chief Executive Officer
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
and Securities and Exchange Commission Release 34-46427
I, Barrington Fludgate, certify that:
1. I have reviewed this annual report on Form 10-Q of RTG Ventures, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 quarterly report;
4. The registrant's other certifying officers 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we 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, particularly during the period in which this quarterly report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) 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;
d) disclosed in this report any change in registrant’s internal control over financial reporting that 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 officers 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 registrant's board of directors (or persons performing the equivalent functions):
a) all deficiencies and material weaknesses 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.
Date: May 4, 2009 /s/ Barrington Fludgate
Barrington Fludgate
Chief Financial Officer
Exhibit 32.1
CERTIFICATION 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 of RTG Ventures, Inc. (the “Company”) on Form 10-Q for the period ending February 28, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Linda Perry, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 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.
/s/ Linda Perry
Linda Perry
Chief Executive Officer
May 4, 2009
Exhibit 32.2
CERTIFICATION 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 of RTG Ventures Inc. (the “Company”) on Form 10-Q for the period ending February 28, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Barrington Fludgate, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 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.
/s/ Barrington Fludgate
Barrington Fludgate
Chief Financial Officer
May 4, 2009
I don't see a reason for a R/S. Usually a R/S is because there are no more shares to sell. In this case, with the A/S being 4B, there are a LOT of shares to sell. Also, a R/S, IMO, would hurt their chances of selling shares.
I don't think so. They had plenty of time to dilute between the last 2 filings, and all they did was increase by a million shares. The volume does not seem to indicate dilution either - not enough IMO. Course, wouldn't be the first time I was caught being wrong LOL.
That was definitely not me. I thought about getting some a few times in the past couple weeks, but each time I decided that I have enough stocks now, and I don't want to be paddled (you said don't buy it, it was only an experiment). However, if this keeps up I will reconsider.
Holy coffee beans! I saw 50K traded earlier, but didn't think that was anything to talk about, but this is great! Hope it gets to 2!!!
You are correct. I did not get hurt by CIRT but I am very upset for the folks that did....especially Gail, who is devoted to what she does, and cares so much about the people on IHUB. I did choose to make an exception to the "trust no one" rule - I trust Gail completely.
Let this be a lesson to anyone who ever thinks of believing the LIARS - specifically, I name Surfkast and Carol from CIRT, who turned on the charm, lies, PMs and everything else they could think of, to sucker us. I realize there are some of us who have been burned time and again, who will probably believe the NEXT batch of liars on the NEXT stock, but those who are relatively new, BE ADVISED BELIEVE ONLY GAIL'S picks! Everything else cannot be trusted.
Surfkast and Carol cannot be trusted. REMEMBER THIS!!!!
Posted by: Homard Date: Monday, May 04, 2009 12:49:11 PM
In reply to: None Post # of 7601
CIRT
Posted by: J U ICE Date: Monday, May 04, 2009 12:45:27 PM
In reply to: None Post # of 27473
CIRT 1-5000 R/S
- Cardio Infrared Technologies, Inc.
http://www.otcbb.com/asp/dividend.asp?sym_id=CIRT&dDate=5/5/2009&sDateType=ex_date
Declaration Date:
-- Ex Date:
5/5/2009 Record Date:
-- Payment Date:
--
Dividend Type:
Reverse Split Dividend Amount:
1-5000 R/S
Notes:
New symbol: CDOI.
More news
Musotica and TheGreekTrader.com Agree to an Exclusive Clothing Deal
TheGreekTrader.com to feature 500 unique handmade designs
TUSTIN, Calif., May 4 /PRNewswire/ -- On May 4, 2009, TheGreekTrader.com, Inc. a wholly owned subsidiary of Zealous Inc., (OTC Bulletin Board: ZLUSe) announced today that its flagship online website www.TheGreekTrader.com will carry the Musotica clothing line. This exclusive deal was penned at The International Lingerie Show in Las Vegas last month. Musotica has been worn by many celebrities including Paris Hilton, Kendra Wilkinson, and Misha Barton. Musotica has also been featured in magazines such as Maxim, Playboy, and Fitness Rx.
To celebrate the launch, TheGreekTrader.com is offering free shipping and handling for the first 500 hand-made pieces sold on its website.
"I am very excited to work with TheGreekTrader.com. They feature some of the latest and most unique items from around the world. Now customers of TheGreekTrader.com can enjoy 500 of my exclusively designed pieces," said Sarah Wallner CEO of Musotica.
About Zealous Inc.
Zealous Inc. is a holding company, which operates through its four subsidiaries, the newest subsidiary being TheGreekTrader.com, Inc. The remaining three subsidiaries are Zealous Interactive Inc., Health and Wellness Partners, Inc., and Zealous Holdings, Inc. Zealous Interactive Inc. is an online distribution, content management and media company with over 1,200 URLs and websites, an online TV show and a broadcast TV show. Health and Wellness Partners, Inc. is a distributor of health, energy and vitality products that promote wellness in body, mind and spirit. TheGreekTrader.com is an online seller of unique products from around the world. Zealous Holdings, Inc. is a financial services holding company currently involved in Chapter 11 reorganization.
8-K filed
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
April 29, 2009
CHINA IVY SCHOOL, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA
(State or Other Jurisdiction of Incorporation)
000-50240 98-0338263
(Commission File Number) (IRS Employer Identification No.)
1 Suhua Road, Shiji Jinrong Building Suite 801,
Suzhou Industrial Park, Jiangsu Province, 215020, P.R. China
(Address of Principal Executive Offices) (Zip Code)
86-512-6762-5632
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
--------------------------------------------------------------------------------
ITEM 1.01 Entry into a Material Definitive Agreement.
ITEM 2.01. Completion of Acquisition or Disposition of Assets.
On April 29, 2009, China Ivy School, Inc. (the "Company") entered into a Rescission Agreement (the "Rescission Agreement"), with each of the shareholders of Youbang Human Resources Company ("Youbang"). Pursuant to the Rescission Agreement the parties rescinded the Share Exchange Agreement which had closed on March 6, 2009 whereby the Company had acquired 90% of the outstanding shares of Youbang. The Company previously reported the entry into and closing of the Share Exchange Agreement in a Form 8-K dated March 9, 2009.
Consequently, the twenty million (20,000,000) shares of common stock which had been issued to the Youbang shareholders and certain other individuals have been cancelled and returned to the Company's treasury and the Company has returned to the shareholders of Youbang the 90% of the outstanding shares of Youbang the Company had acquired.
A copy of the Rescission Agreement is attached as Exhibit 2.1 and is incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
As a result of the rescission of the Share Exchange Agreement with Youbang Human Resource Company, the largest shareholders of the Company will be Yongqi Zhu, who owns 1,183,650, or approximately 38% of the outstanding shares of common stock of the Company, and Ming Long Industry Asia Company Limited, which owns 335,000, or approximately 11% of the outstanding shares of the Company's common stock.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
On April 29, 2009, the Board of Directors of the Registrant accepted the resignation of Mr. Jianwei Wu, the chief executive officer of Youbang Human Resource Company since 2006, from the Board. He had been appointed to the Board pursuant to the Share Exchange Agreement which has been rescinded as described herein. Mr. Wu had no disagreements with the Company or other members of the Board of Directors of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.2 Rescission Agreement rescinding Purchase and Sale Agreement dated as of March 6, 2009 by and among the Company and Jianwei Wu, Wei Li, Surong Gong, Changgen Ma, Yongxia Tan, Junhua Tang, and Xuehui Jiang.
--------------------------------------------------------------------------------
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.
Date: May 1, 2009 CHINA IVY SCHOOL, INC.
By:
/s/ Yongqi Zhu
------------------------------
Name: Yongqi Zhu
Title: Chief Executive Officer
--------------------------------------------------------------------------------
Exhibit Index
Exhibit No. Description
----------- -----------
10.1 Rescission Agreement rescinding Purchase and Sale Agreement
dated as of March 6, 2009 by and among Su Zhou Blue Tassel
School and Jianwei Wu, Wei Li, Surong Gong, Changgen Ma,
Yongxia Tan, Junhua Tang, and Xuehui Jiang
--------------------------------------------------------------------------------
RESCISSION AGREEMENT
THIS RESCISSION AGREEMENT is made this 29th day of April, 2009 by and among CHINA IVY SCHOOL, INC. a Nevada Company (the "Company"), and each of the shareholders of YOUBANG HUMAN RESOURCES COMPANY, a Company of the People's Republic of China ("Youbang").
RECITALS:
On March 6, 2009, the Company, acting through its wholly owned subsidiary, Su Zhou Blue Tassel School consummated a Purchase and Sale Agreement (the "Purchase Agreement") with all of the shareholders of Youbang (the "Youbang Shareholders") pursuant to which the Company issued 20,000,000 shares of its common stock, $.0000001 par value (the "Common Stock), to the Youbang Shareholders in consideration of shares representing ninety percent (90%) of the outstanding shares of Youbang (the "Youbang Shares").
After further investigation and due diligence, the Company and the Youbang Shareholders have determined that the business interests of each are not served by the continued ownership of Youbang by the Company. Consequently, the Company and the Youbang Shareholders have determined to rescind the previous Purchase and Sale Agreement, and to return all parties to their previous positions, as if the transaction had not occurred.
NOW, THEREFORE, in consideration of the foregoing recitals, as well as the mutual covenants hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree as follows:
ARTICLE I. RESCISSION PROVISIONS
1.1 RETURN OF SECURITIES. Simultaneously with the execution and delivery hereof (i) the Company shall return to each Youbang Shareholder all of the Youbang Shares delivered to the Company pursuant to the Purchase Agreement together with all other rights, claims and interests it may have with respect to Youbang or its respective assets and (ii) each Youbang Shareholder shall return to the Company all shares of the Company issued to him pursuant to the Purchase Agreement together with all other rights, claims and interests he or she may have with respect to the Company or its respective assets.
ARTICLE II. THE COMPANY'S REPRESENTATIONS AND WARRANTIES
The Company hereby makes the following representations and warranties to the Youbang Shareholders.
2.1 ORGANIZATION. The Company is a Company duly organized, validly existing and in good standing under the laws of the State of Nevada.
2.2 AUTHORITY AND APPROVAL OF AGREEMENT.
(a) The execution and delivery of this Agreement by the Company and the performance of all the Company's obligations hereunder have been duly authorized and approved by all requisite corporate action on the part of the Company pursuant to applicable law. The Company has the power and authority to execute and deliver this Agreement and to perform all its obligations hereunder.
(b) This Agreement and any other documents, instruments and agreements executed by the Company in connection herewith constitute the valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except that (i) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the enforcement of the rights and remedies of creditors; and (ii) the availability of equitable remedies may be limited by equitable principles.
--------------------------------------------------------------------------------
2.3 NO VIOLATIONS. Neither the execution, delivery nor performance of this Agreement or any other documents, instruments or agreements executed by the Company in connection herewith, nor the consummation of the transactions contemplated hereby: (i) constitutes a violation of or default under (either immediately, upon notice or upon lapse of time) the Articles of Incorporation or Bylaws of the Company, any provision of any contract to which the Company may be bound, any judgment or any law applicable to the Company; or (ii) will or could result in the creation or imposition of any encumbrance upon, or give to any third person any interest in or right to, the Youbang Shares to be returned by the Company.
2.4 ABSENCE OF LIENS. All of the Youbang Shares to be returned by the Company pursuant hereto are owned by the Company or its subsidiary free and clear of all liens, charges, encumbrances or claims of any kind whatsoever, except for restrictions imposed by federal or applicable state securities laws. There are no outstanding offers, options, warrants, rights, calls, commitments, obligations (verbal or written), conversion rights, plans or other agreements (conditional or unconditional) of any character which provide for, require or permit the sale, purchase or issuance of any shares of Youbang to be returned by the Company.
ARTICLE III. YOUBANG SHAREHOLDERS' REPRESENTATIONS AND WARRANTIES
Each of the Youbang Shareholders hereby makes the following representations and warranties to the Company.
3.1 AUTHORITY AND APPROVAL OF AGREEMENT.
(a) Such Shareholder has the power and authority to execute and deliver this Agreement and to perform all of his obligations hereunder.
(b) This Agreement and each of the other documents, instruments and agreements executed by such Shareholder in connection herewith constitute the valid and legally binding agreements of such Shareholder, enforceable against him in accordance with their terms, except that: (i) enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application affecting the enforcement of the rights and remedies of creditors; and (ii) the availability of equitable remedies may be limited by equitable principles.
3.2 NO VIOLATIONS. Neither the execution, delivery nor performance of this Agreement or any other documents, instruments or agreements executed by such Shareholder in connection herewith, nor the consummation of the transactions contemplated hereby: (i) constitutes a violation of or default under (either immediately, upon notice or upon lapse of time) the Articles of Incorporation or Bylaws of Youbang, any provision of any contract to which Youbang or the Shareholder may be bound, or any judgment or law applicable to Youbang or the Shareholder; or (ii) will or could result in the creation or imposition of any encumbrance upon, or give to any third person any interest in or right to, the shares of the Company to be returned by such Shareholder.
3.3 ABSENCE OF LIENS. All of the Company's shares to be returned to the Company by such Shareholder pursuant hereto are owned by such Shareholder free and clear of all liens, charges, encumbrances or claims of any kind whatsoever, except for restrictions imposed by federal or applicable state securities laws. There are no outstanding offers, options, warrants, rights, calls, commitments, obligations (verbal or written), conversion rights, plans or other agreements (conditional or unconditional) of any character which provide for, require or permit the sale, purchase or issuance of any shares of the Company to be returned by the Company by such Shareholder.
ARTICLE IV. MUTUAL RELEASES.
4.1 BY THE COMPANY. The Company, on behalf of itself and each of its subsidiaries (hereinafter, collectively referred to as "Company Releasor"), hereby forever releases and discharges each of the Youbang Shareholders and their respective heirs, successors, and assigns (collectively, the "Shareholder Releasees") from any and all claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise), whether known or unknown, that have been or could have been asserted as a result of or by reason of any act, omission, transaction or occurrence up to and including the date of the execution of this Agreement.
--------------------------------------------------------------------------------
4.2 BY THE YOUBANG SHAREHOLDERS. Each Youbang Shareholder, on behalf of himself and each of his successors and assigns (hereinafter, collectively referred to as "Shareholder Releasor"), hereby forever releases and discharges the Company and its subsidiaries, successors, and assigns (collectively, the "Company Releasees") from any and all claims, demands, causes of action, and liabilities of any kind whatsoever (upon any legal or equitable theory, whether contractual, common-law, statutory, federal, state, local, or otherwise), whether known or unknown, that have been or could have been asserted as a result of or by reason of any act, omission, transaction or occurrence up to and including the date of the execution of this Agreement.
ARTICLE V. INTERPRETATION AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES
5.1 INTERPRETATION. Each warranty and representation made by a party in this Agreement or pursuant hereto is independent of all other warranties and representations made by the same party in this Agreement or pursuant hereto (whether or not covering identical, related or similar matters) and must be independently and separately satisfied. Exceptions or qualifications to any such warranty or representation shall not be construed as exceptions or qualifications to any other warranty or representation.
5.2 SURVIVAL. All representations and warranties made in this Agreement or pursuant hereto shall survive the date hereof, the Closing, the consummation of the transaction contemplated hereby and any investigation.
ARTICLE VI. MISCELLANEOUS
6.1 ENTIRE AGREEMENT. This Agreement sets forth all the promises, covenants, agreements, conditions and understandings among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, expressed or implied, oral or written, except as herein contained. No changes of or modifications or additions to this Agreement shall be valid unless same shall be in writing and signed by the parties hereto.
6.2 BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon the parties hereto, their beneficiaries, heirs and administrators. No party may assign or transfer its interests herein, or delegate its duties hereunder, without the written consent of the other parties.
6.3 AMENDMENT. The parties hereby irrevocably agree that no attempted amendment, modification or change (collectively, "Amendment") of this Agreement shall be valid and effective, unless the parties shall unanimously agree in writing to such Amendment.
6.4 NO WAIVER. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver.
6.5 GENDER AND USE OF SINGULAR AND PLURAL. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the party or parties or their personal representatives, successors and assigns may require.
6.6 COUNTERPARTS. This Agreement and any Amendments may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
6.7 HEADINGS. The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement.
6.8 GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Nevada.
6.9 FURTHER ASSURANCES. The parties hereto shall execute and deliver such further instruments and do such further acts and things as may be reasonably required to carry out the intent and purposes of this Agreement.
--------------------------------------------------------------------------------
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.
CHINA IVY SCHOOL INC.
By: /s/ Yongqi Zhu
------------------------------
Name: Yongqi Zhu
Title: Chief Executive Officer
YOUBANG SHAREHOLDERS:
/s/ Yongxia Tan /s/ Jianwei Wu
----------------------- -----------------------
Yongxia Tan Jianwei Wu
/s/ Junhua Tang /s/ Wei Li
----------------------- -----------------------
Junhua Tang Wei Li
/s/ Xuehui Jiang /s/ Surong Gong
----------------------- -----------------------
Xuehui Jiang Surong Gong
/s/ Changgen Ma
-----------------------
Changgen Ma
NEWS.
http://www.ozelwebtasarim.com/index.php/web-haberleri/7373-drstockpick-stock-watch-may-03-2009-cwrn-dgfx-rtgve-papa-cnfo-crtcf-mmuh-cvat-pntv-crwe
RTGVE RTG Ventures Inc. (OTC BB: RTGVE.OB) is to become New Media Television, Inc. (NMTV) . Financials
RTGVE RTG Ventures Inc. (OTC BB: RTGV.OB) is a media venture utilizing a new exclusive broadband technology which delivers multicast transmissions ensuring TV quality without buffering or freezing. Through multiple revenue streams in media, entertainment and electronic payment systems, all utilizing state-of-the-art digital technology, the company will emerge as a leader with a competitive edge in the world of new media. RTGVE RTG Ventures Inc. (OTC BB: RTGVE.OB) will change its name to New Media Television, Inc. (NMTV). It is made up of four private entities: New Media Studios Limited, Hanborough Investments Limited, Atlantic Television Limited and ecommercenet limited.
RTGVE RTG Ventures Inc. (OTC BB: RTGVE.OB) Financials CLICK HERE
NMTV Highlights
First Mover Advantage in Substantial Market
High Volume, High Margin Transaction Business Model
Both Media Suppliers and Consumers Have Reason To Use Company’s System
Proprietary Technology
Experienced Management Team
www.rtgventures.com
______________________________
No disrespect intended - just a bit of non-belief. I listened to posters saying the same thing 4 months ago, so I didn't flip.
Then I listened to posters saying the same thing 3 months ago, so I didn't flip.
Then I listened to posters saying the same thing 2 months ago, so I didn't flip.
Then I listened to posters saying the same thing 1 month ago, so I didn't flip.
I began to feel like a flippin' (pun intended) idiot LOL.
If I miss out, I miss out. As I said before, I certainly won't flip all my shares.