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Is this it? 2012
Dear RTG Shareholder
We write to you today as we enter an exciting new era for RTG Ventures. It is important for us to highlight our vision for the future and help you understand why we are a company that, under strenuous conditions, still remain firmly ambitious, shareholder friendly, delivering value to shareholders, customers, partners and all our stakeholders alike.
Let us begin, as we stated in the Press Release issued on Tuesday 12, 2012, with some background and specifics on the structure of the acquisition between RTG Ventures and Brand Entertain.
Financial Structure of the Acquisition
It is often challenging for sophisticated investors and seasoned shareholders to fully understand the structure of acquisitions, let alone the valuations placed on companies in digital media and technology. The reason for this is simple. We are in an era of immense change where traditional evaluation methods are impossible to apply to companies that are being built to embrace the future. As such, The RTG and Brand Entertain (BE) acquisition falls squarely into this space as it is very much a company of the future.
This last year has been about streamlining our offering and creating the building blocks to align our businesses to the connected and social environment that we are in today and creating robust platforms for the future. Though complementary, yet different businesses, the recent acquisition of Brand Entertain not only brings together marketing and technology pipelines, but reinforces the ethos that a company is only as good as its people. With the make-up of the new company, RTG Ventures has created a powerhouse of seasoned, entrepreneurial professionals who have built and sold a series of successful businesses between them.
Companies engaged in the same space as RTG Ventures and Brand Entertain are achieving sky-high valuations both in private funding rounds and when entering the public markets. Examples are Pandora, who went public with a valuation of $3.2Billion, with a debt of $100Million, Spotify with a $1Billion valuation after raising $100 million in venture capital. Followed by LinkedIn and finally Facebook, entrance into the public markets is at giddy heights. Keep in mind, according to SEC filings, in 2011 Facebook had revenues of only $3.7Billion and ‘no profit’, but focused on user based reach resulted in a $100Billion IPO, the highest in public market history. That fact illustrates the new world of digital media technology.
Digital Music News recently reported that in 2011, over 400M has been invested in digital media businesses with a total valuation in the sector in the multi-billions. Most digital media companies start out privately owned, meaning investors outside the closed world of private equity funds and venture capital don’t get an opportunity to participate in first mover technology from the ground up. RTG Ventures is one of the only digital media companies already trading publically and as such presents an opportunity for grass roots investors who want to grow with RTG and now Brand Entertain.
Digital Media Technology is the fastest growing, certainly sexiest, space available in the equity markets today. Yet most of these companies mentioned still do not have revenues and certainly not at the levels which would support traditional metrics valuations. Coupled with an inability to quantify how to measure ROI in social media, concern in the financial community has heightened. These discussions will continue, but what has been made clear is that the manufacturing model of measuring revenues, ascribing earnings ratios and multiples do not fit the digital model.
That being the case, RTG in early negotiations with Brand Entertain determined that BE had very buoyant business plans segmented by a wide variety of platforms. Milestones could be established in order to ascertain the valuation of each of the platforms as they rolled out, were developed and exhibited positive performance. The valuation methodology, therefore, became a simple process based on performance. Here is how the structure works:
In order to do an acquisition, there must be consideration so a minimum floor price was established which is absolute and irrevocable. However, be very clear, consideration is not valuation in any financial parlance. The consideration of 10% of the outstanding became the floor, with no cap established. A new Preferred Series 2 of 2 Million Shares was designated specifically for this acquisition. There is an expectation that there will be a positive conversion ratio from Preferred to Common, in a minimum of 1 year. There will be performance milestones established in a supplementary written agreement for both Brand Entertain and RTG/Digital Clarity/App Development to quantify absolute measurement of each division, which can then be compared on a relative basis to measure comparative performance contribution.
RTG’s approach is shareholder friendly with no trading shares being issued for a minimum of one year and the achievement of certain milestones. There are other aspects of the transaction which are also prudent for the Company. The details below are extracted from the agreement:
1.Voting. Series 2 Preferred Shares shall be non-voting.
2.Dividends. There shall be no mandatory dividends or dividend preference for holders of Series 2 Preferred Shares.
3.Liquidation Preference. There shall be no liquidation preference for holders of Series 2 Preferred Shares.
4.Conversion Rights. The Series 2 Preferred Shares shall not be convertible until June 1, 2013. The initial conversion ratio shall be 1 share of Series 2 Preferred Stock to 34.35 shares of common stock. However, the parties agree to negotiate in good faith on the terms of an adjustment to the conversion ratio based upon the business results of Brand as compared to the business results of RTG (without considering Brand) at various intervals. The parties recognize that Brand’s platforms are in development and therefore consideration of Brand’s business results will not be limited to operating results. The method of the valuation used to adjust the conversion ratio shall also be set forth in a supplementary written agreement.
5.Right to Appoint Board Member. The holders of Series 2 Preferred shall be entitled to appoint a member of the Board of Directors of RTG. The initial appointee shall be Jeffrey Wattenberg. Any replacement appointee must be approved by the Board of RTG. The right to appoint a Board member shall terminate at such time as the Series 2 Preferred is converted in whole or in part.
6. Number of Authorized Shares. There are two million (2,000,000) shares of Series 2 Preferred authorized. All will be issued to Sellers.
The Performance Milestones will be transparent. The Company believes this will provide a flow of news which represents stewardship of quantifiable actions while sharing the new Company’s narrative with the public. This approach will attract more value based investors.
The Way Forward For the Business
The way forward will be within a collaborative, yet competitive share structure, in which RTG Ventures will change its name, its trading symbol and embark upon building a “new company”. In this letter, we are highlighting the strength inherent in the business combination of RTG Ventures and Brand Entertain, and focusing on building leading technology to enable brand enhancement resulting in increased revenue as expeditiously as possible.
Creating Harmony through Diverse Business Models
Let’s look at each of the business segments separately
About RTG Ventures
RTG Ventures, Inc. is an OTC:QB listed company. RTG Ventures offers Music & Entertainment Technology Solutions and Digital Marketing Services.
Harnessing the strength of its digital marketing agency, that has a trusted reputation over the last 8 years, the company has applied knowledge and technology in developing cutting edge technology platforms for web, mobile and tablet devices. Using Digital Clarity’s application in the Marketing and Social arena, RTG Ventures offers a unique value proposition of intelligent, analytics based technology solutions with the support of an experienced digital marketing team.
RTG Ventures Current Markets
?Music & Entertainment Technology Solutions
?Digital Marketing Services
Music & Entertainment Solutions
RTG Ventures has two Music platforms audigist360 and pulse station.
Audigist 360
Audigist is a beta music hosting service that allows artists and bands to sell their music direct to their fans.
Pulse Station
Pulse Station is a unique social management platform that is at the very leading edge of music and entertainment technology. The platform allows artists, their management and label to ‘house’ all the artists audio, music & video in one easy to manage environment. The system also allows the ability to upload gigs into a calendar environment and track the effectives of their live performances, PR and social media status and reach.
The ability to manage all activity in one place and index this against data that is displayed in a rich reporting format, allows artists and their respective parties to make critical business decisions that were not always available before. No longer Social Media in isolation but Social Business for the new digital economy.
Pulse Station will also be used to understand and make sense of social activity that will help brands ‘engage’ rather than ‘push’ advertising to its clients and prospects.
Platforms Shape Payment Models
In PWC’s, ‘Global entertainment and media outlook: 2011-2015’, it was noted that there were factors influencing what people buy via what payments model is the platform or device they are using. The explosive growth in mobile devices—smartphones, tablets and e-readers—is set to continue throughout the next five years. Some platforms impose a particular payment model, impacting both the consumer experience and the competitive environment.
For example, paid-for apps have taken off dramatically among smartphone and tablet users. But competing operating systems and handsets are now fragmenting the market, putting Apple’s market share under pressure from Android and Windows-based competitors. With no interoperability standards currently in place, app developers have to repurpose their offerings for multiple platforms.
The relationship between content providers and distributors may also influence payment methods. A deluge of data is putting communications operators’ bandwidth capacity under pressure, yet the returns on investing in network upgrades are uncertain. Telcos might favor a payment model based on charging for the amount of bandwidth used, but the size of the data downloaded does not necessarily reflect its value to the consumer.
As such, Digital Clarity currently is charging for Pulse Station via a freemium model. This will provide a level penetration into the wider market and generate revenues through a monthly charging model that sits on top.
The Growth of Social Technology
McKinsey’s fifth annual survey on social tools and technologies shows that when integrated into the daily work of employees and adopted on a large scale throughout a new kind of business—the networked enterprise—they can improve operations, financial performance, and market share. These new platforms have already reached critical scale at the organizations in our survey: 72 percent of the respondents report that their companies use at least one, and upward of 40 percent specify that they’re using social networks and blogs.
These technologies are being deployed across sectors, at the high level of 86 percent of the respondents’ companies in high tech and telecommunications, but at 62 percent of companies even in the energy industry. Levels of reported benefits not only remain high when respondents’ organizations use social tools for internal purposes but have also increased among those that use them for communicating with customers or for integration with partners and suppliers.
Digital Marketing Services
Digital Clarity is the trading name of Stylar Limited, a wholly owned subsidiary of RTG Ventures Inc.
Digital Clarity
Digital Clarity is a specialist Digital Marketing Agency that has been at the forefront of online marketing. The company is a multi-service digital marketing agency who specialise in creating effective strategies and campaigns for clients and agencies across a wide range of verticals.
Specialising in Search Engine Marketing, Social Media & Digital Measurement, the company works with both major brands and medium sized companies to help leverage online brand presence and customer acquisition. Digital Clarity also delivers consultancy and strategy planning for both client companies and advertising agency partners.
?Revenue Generating Company
?Cash flow positive
?Experienced team
?Territories – Europe & US
?Future territories – Middle East and Asia – there are current discussions under way regarding partnerships in the Middle East
Services
Pay Per Click (PPC):
Pay Per Click advertising is proven to be a reliable and cost-effective way of directing traffic to your website. Using search engines, businesses can bid for their advertisements to appear as one of the top search results after typing in a specific keyword or phrase. In general, the higher an advert features on a search results list, the more traffic the campaign will generate, allowing your business to reach new customers and expand your revenue as a result.
Search Engine Optimization (SEO):
The internet is one of the most powerful marketing tools available to businesses today. With over 2 billion internet users worldwide, it makes perfect sense to take advantage of this channel in order to improve the success of your business.
Digital Clarity has always understood that the internet can be a lucrative, yet extremely competitive, marketing platform. Billions of web pages already exist online, meaning that it is easy for your business to get overlooked. You can put yourself in a superior position by taking the time to create a successful SEO campaign.
Social Media:
Ranging from social-networking sites to blogs and online forums, social media is fast becoming one of the major online marketing tools for businesses. It makes the leap from professional to personal possible, allowing businesses to establish a strong relationship with their customers.
Website Analytics:
Brilliant! You’ve successfully launched your campaign using social media, SEO and PPC methods to get your campaign noticed on the web. So how do you know whether your efforts have been worthwhile? An increase in sales is one way of telling, but there is a much better way of gaining insight into how much traffic is reaching your website as a result of your campaigns. This is where website analytics becomes essential.
Design & Development:
The devil is in the detail. Helping you plan is the first step to designing and developing a new site. Understanding your business is our top priority. We believe this step is essential to create a website that will continue to yield results over time. By combining our business knowledge and web expertise, we’re sure to deliver a website you’ll be happy with. To meet your needs of your users, Digital Clarity offer a wide range of solutions, both open source and custom-built, dependent on your requirement. Future-proof development that incorporates tablet and smartphone compatibility can also be included.
Training and Consultancy:
Although many of the digital marketing processes and techniques are in common usage by numerous businesses today, we fully understand that the digital environment is an incredibly diverse market. This is reinforced by the fact that now, more than ever, we are being exposed to a huge variety of different platforms that are ever-increasing the number of ways that a business can advertise to their customers. Pulse Station will quantify that effort as ROI is still elusive. That capability makes us first mover.
About Brand Entertain – www.brandentertain.com
Brand Entertain develops strategic, multi-channel branded entertainment properties and ventures that drive consumer engagement and grow product sales for brand partners online and in-store.
Brand Entertain plays the roles of developer, packager, co-producer and licensor when it comes to original branded entertainment and media platforms.
Brand Entertain provides the strategy, architecture and strategic partner development necessary to finance and operate economically viable properties.
Live ‘n Local
Live ‘n Local delivers deals and news from the area’s top merchants to your phone or inbox based on lifestyle, interests, and geographical location. This represents an enormous global market-place.
Live ‘n Local can also partner with directory and listing optimization services that help energize managing IDs but also sell deals, contents and syndication to merchants at a local level.
Live ‘n Local has an exciting and wide application in local markets and pick up where directory listing have historically fallen flat by, creating a 3-dimensional and actionable business listing i.e. digital conversions.
All of these platforms will have franchise opportunities. Details on platforms currently being negotiated will be made public shortly
Teen Star Platform
A community driven music platform that intends to become a national music competition, open to teen vocalists in grades seven through twelve, representing their cities and towns across the nation.
Teen Star is highly marketable and provides an excellent marketing and sponsorship platform for brands to engage with a sometimes hard to reach demographics. A clip from the beta test on BE’s website illustrated the initial competition with sponsorship and 20,000 viewers. A 40-cities/town rollout is the blueprint following the beta success, which exceeded sponsors expectations and raised interest throughout the US.
National Volleyball League
Brand Entertain has secured the rights to install a music platform including concerts at tour events and online integration. Details on the newest platform will follow meetings which are currently taking place.
Platform Pipeline
Brand Entertain is in development with a number of multi-channel entertainment platforms that can utilize Pulse Station. This is a strategic decision and focuses on business development which will include additional platforms as part of brand enhancement tactics.
RTG & BE Stronger Together
There are significant opportunities between the two businesses which are being assessed and prioritized which incorporate action steps to monetize expeditiously.
?Re- Sell Live an’ Local in Europe
?Steve Baughman/RJ to consult on Teen Star – help build brand, sponsors, artists & judges etc.
?BE to sell DC marketing services to larger merchants alongside Steve Baughman
?Collaborative s/w development
?Pulse Station measurement on Teen Star and all other Platform Pipelines
?Strategic alliances with revenues to bolster financial strength of the combined companies – e.g. Aderra streaming of events
?Brand enhancement equals revenue enhancement with right technology, analytics and digital marketing = revenue
Business & Technology Development Plans
Recent attendance at the National Investment Banking Association for the second time has provided contacts which we intend to pursue for a capital raise. RTG has been invited to become a member of the organization on a permanent basis.
With the business combination in multiple platforms, the Company will endeavor to identify a number of celebrity endorsements, each celebrity representing and being indicative of, whatever is the focus of the platform. Continually being on the radar of large investor groups, as well as private investors, will raise capital for the Company to:
?Pay the restructured note due in full and in cash as previously stated
?Develop and integrate fan applications into the Pulse Station platform
?Continually refine and create a full suite of multichannel marketing suites
?Reach new business partners and distributors
?Complete interoperable music app and analytics technology to establish endorsements
?Market all the various businesses to partners and advertisers
?Enhance future collaborations and acquisitions
Summary
RTG Ventures is committed to remaining a shareholder friendly company and delivering value to all stakeholders. Communications will continue to be on a transparent basis. As such, there will be an interview between Cord Pereira, Managing Director of Brand Entertain and Reggie James, Executive Director/SVP Marketing & Communications for RTG Ventures. The interview will be scheduled shortly as there are sensitive negotiations underway which will be shared as soon as they are concluded. We understand shareholders are eager for specifics but there are issues of confidentiality, particularly in the highly competitive arena of digital media and technology. Shareholders should also be aware, now that the deal is done, things will happen very quickly. The next year will be full of exciting news and surprising developments which the Management Team is anxious to share with you.
Thank you for your support and welcome to the “New Company.”
RTG Board of Directors & Management Team.
Investor Relations Contact Information
David Marioni
First State Internet Services LLC
Wilmington,
DE 19804
Tel: 302-983-8196
Can you post it, so that I may read it?
Obviously I do, but if there is a statement in one of their
PR's, that you interpret as a lie, can you please point it out to
me.
Your point is moot, since RTGV HAS NOT lied to shareholders.
Thank you pennyplayer777, but I don't think he'll be able to
provide one, since I don't believe one exists.
You are correct, if had put $10,000,000 in AAPL 6 months ago, I
would only have lost $4,000,000 dollars, that is MUCH better than having lost $7,500,000.
Can you please post a link to the P.R. where they (RTGV) state
NO REVERSE SPLIT, I can't seem to find it.
No, but AAPL has lost 75% of it's value in the last 9 months, more than likely AAPL will not return to previous highs, without a major forward split.
If RTGV lied to you, then they must have lied to you in private, because I don't feel lied to, as far as the PR's are concerned.
I agree, John.
So anybody who has bought Apple Inc. stock in the last 9 mos.
should be angry? Should they not be aware, that investing is A RISK, a risk they choose to take, I suffered financial losses before, through investments, and I wasn't angry at anybody, because nobody forced me to those shares.
MarketCaptain, make that 108, because neither am I.
308,228 shares have traded hands since the "D" was removed, and they have 7,500,000 outstanding.they have traded less than 5% of their O/S.
Who's collecting all the shares at $0.0202?
I agree, RTGV has no reverse split history, I believe they are
genuine, and they did this because they have some potential REALLY GOOD DEALS on the table, and they needed the higher share price, and more available shares for a merger, without bloating the Share Structure, if anybody sells at the bid, I'll be waiting to pick up more shares.
Let's make some money here, along with this great company.
The name and symbol change will follow shortly.
The Board of Directors, after on-going discussions with principals of companies in which there is serious mutual interest, agreed a higher price point would be required for any potential deal. The Company has been undervalued for a very long time, and even a 5-month moratorium on common stock share issuances did not change the situation. A reverse split maintains the same ownership ratios while producing a higher price per share. Likewise, bridge financing required a higher price point as well.
The new share structure provides a more stable capitalization for its commercial activities going forward. The Company, through its Board of Directors, is currently in serious discussions with 3 different private companies, each of whom has revenues, for a strategic alliance or acquisition.
So we're just waiting for paperwork to completed.
Thanks john12341
I think I'll buy some more share while I wait...
You didn't answer my question, on the bottom of the home page it
says OTCQB:DBMM, yet there is no stock with that symbol!?
thx Elcappy1, glad to be here, I'll keep an eye on the price/volume action next week, before I decide, I just hope, that I pick a good entry point.
Good Advice, thx PennyBears.
Can anybody tell me what would be a good price to get in at would be?
How many pinkies have their T/A ungagged?
I'm glad, that they are transparent enough to have an
ungagged T/A, so that you are able to check on the share structure daily, whereas most pinkies do not.
In my book, that is a positive.
OK, THX
Good morning grawsha!
Why is there no trading of SNDY so far?
I have never seen a 7 week pump n' dump, doesn't the average
pump n' dump last only a week?
I didn't know that was possible.
Do you check everyday?
thx Snizzle, I also hope that they raise funds responsibly,
and that we ALL make $$$$$ here.
I'm new to STLK, I bought in at 0.009.
Can you e-mail me the truth at vorwarts41@yahoo.com
SNDY shareholders, what to expect in the coming few months:
-Jan sale numbers (Oct, Nov and Dec saw pretty good sale numbers, as they posted strong growth)
-TUV audit completion due two weeks from today.
-Q4 quarterly and 2012 yearly filings due by late March (should show break-even year, as the company is FREE of debt)
-CE mark approval due by early April, per project plan posted on company's website.
-merger/partisanship news out of Europe (remember, it was the second 2013 goal set forth by the CEO in his yearly address to shareholders.)
-up-list to higher stock market ( it was the third 2013 goal set forth by the CEO in his yearly address to shareholders.))
-Q1 2013 filing by mid-April, which should show strong revenue growth and operational profitability.
Go SNDY!
If it flies past 0.0030 it goes to 0.0070 just look at the chart
If it flies past 0.0030 it goes to 0.0070 just look at the chart
EXTO - EXXON MOBIL!! Announces Acquisition of Oil and Gas Interest in Nacogdoches County, Texas
LAS VEGAS, Feb. 19, 2013 /PRNewswire/ -- Bayport International Holdings, Inc. (OTCPINK: EXTO) is pleased to announce the acquisition of an oil and gas producing interest in Nacogdoches County Texas.
The PRODUCING Interest acquired in Nacogdoches County, Texas is in the Trawick Gas Field, Trawick Gas Unit 21. The operator for this unit is the Exxon Mobil Corporation.
Discovered in 1949, the Trawick Gas Field is located on a gently dipping, salt-colored dome. Redeveloped in 2001, the Trawick Gas Field is considered to be one of the premier gas and oil locations in East Texas.
The primary production areas of the Trawick Gas Field are Travis Peak, Pettit and James Lime. In 2005, 32 wells were completed in the James Lime, with total daily gas production exceeding 60 MMscfg/D. Travis Peak started to be redeveloped in 2006. Minor production intervals include the Haynesville, Cotton Valley and Rodessa. Cotton Valley and Travis Peak are sandstone formations, while the remaining locations are carbonates.
The details of the well and the interest acquired will be announced in the near future. The company understands the need for diversification in these times. Bayport intends to acquire many producing properties in the oil and gas industry with little to no reflection on the share structure. Special financing is being worked out so that it reduces the major impact on dilution that is seen so common in the pink sheets market.
Management also clearly understands the need for diversification and to bring producing properties on board for the company operations.
This acquisition, the Pike County, Mississippi interest and the Jones County, Texas interest are part of a package deal. We will release all pertinent information once we complete all the transactions. We are obligated to keep shareholders informed of these transactions as they go forth.
www.BayportInternational.com
If it goes thru.0030 it should fly to .0070 look at chart
If it goes thru.0030 it should fly to .0070 look at chart
Solos Endoscopy's increase in sales for the twelve months ended 2012 can be attributed to a strong fourth quarter where the Company had three months of sales increases compared to the prior year. In October, Solos Endoscopy posted sales of $37,274.90; this represented an approximate 36% increase from the year prior sales of $27,455.52. In the month of November, sales increased by more than 53%; with sales of $27,818.96 for November 2011 compared to $42,631.56 for November 2012. In December 2012, Solos Endoscopy posted sales of $42,043.02 compared to $21,363.69 for the same period in 2011; this represented a 97% increase.