Digital Brand Media & Marketing Group, Inc. - Quarter Report: 2010 May (Form 10-Q)

rtg_10q-053110.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended: May 31, 2010

[ ] 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 David E. Price

1915 Eye Street Northwest

Washington, DC 2006-2107

(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 [ ] No [X]

Indicate by check mark whether the registrant has filed all the documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities and Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 138,718,885 shares of Common Stock, par value $.001 per share, as of July 9, 2010.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X].

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2010

(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	11
Item 3. Quantitative and Qualitative Disclosures About Market Risk	12
Item 4T. Controls and Procedures	12

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	13
Item 1A. Risk Factors	13
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds	13
Item 3. Defaults Upon Senior Securities	13
Item 4. Submission of Matters to a Vote of Security Holders	13
Item 5. Other Information	13
Item 6. Exhibits	13
SIGNATURES	14

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	May 31,			August 31,
	2010			2009
	(Unaudited)
ASSETS

CURRENT ASSETS
Cash	$	-		$	-

TOTAL	$	-		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	1,144,199		$	933,587
Notes payable		300,000			135,000

TOTAL CURRENT LIABILITIES		1,444,199			1,068,587

STOCKHOLDERS' DEFICIT
Preferred stock, par value .001; authorized 2,000,000 shares, issued - none		-			-
Common stock, par value .001; authorized 200,000,000 shares; 134,718,885 and 126,218,885 shares issued and outstanding, respectively		134,719			126,219
Additional paid in capital		5,497,050			4,931,550
Deficit accumulated during development stage		(7,075,968	)		(6,126,356	)

TOTAL STOCKHOLDERS' DEFICIT		(1,444,199	)		(1,068,587	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

See notes to unaudited consolidated financial statements.

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended May 31,						Nine Months Ended May 31,						Cumulative From July 17, 2000 (Inception) To
	2010			2009			2010			2009			May 31, 2010

REVENUES	$	-		$	-		$	-		$	-		$	-

COSTS AND EXPENSES:
General and administrative		223,505			106,235			784,612			344,839			5,506,572
Impairment of intangibles		-			-			-			-			26,475
Interest expense		51,000			-			165,000			19,500			1,089,000
Merger and acquisition costs		-			-			-			-			634,751

LOSS BEFORE OTHER INCOME		(274,505	)		(106,235	)		(949,612	)		(364,339	)		(7,256,798	)

OTHER INCOME - FORGIVENESS OF DEBT		-			-			-			-			180,830

NET LOSS	$	(274,505	)	$	(106,235	)	$	(949,612	)	$	(364,339	)	$	(7,075,968	)

NET LOSS PER SHARE:
Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES:
Basic and Diluted		131,589,051			125,018,885			131,589,051			125,018,885

See notes to unaudited consolidated financial statements.

RTG VENTURES INC AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

(Unaudited)

	Common Stock							Deficit Accumulated			Total
	Shares	Amount			Additional Paid in Capital			During Stage			Stockholders' 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	)
Share based compensation	-		-			50,000			-			50,000
Shares issued for exercise of options	5,000,000		5,000			122,500			-			127,500
Shares issued for payment of accounts payable	2,400,000		2,400			64,800			-			67,200
Net loss	-		-			-			(514,910	)		(514,910	)
Balance, August 31, 2009	126,218,885		126,219			4,931,550			(6,126,356	)		(1,068,587	)
Share based compensation	-		-			50,000			-			50,000
Shares issued for exercise of options	2,500,000		2,500			122,500			-			125,000
Shares issued for services	6,000,000		6,000			228,000			-			228,000
Issuance of notes payable with beneficial conversion feature	-		-			165,000			-			165,000
Net loss	-		-			-			(949,612	)		(949,612	)
Balance, May 31, 2010	134,718,885	$	134,719		$	5,497,705		$	(7,075,968	)	$	(1,450,199	)

See notes to unaudited consolidated financial statements.

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended May 31,						Cumulative From July 17, 2000 (Inception) To
	2010			2009			May 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(949,612	)	$	(364,339	)	$	(7,075,968	)

Adjustments to reconcile net loss to
net cash used in operating activities:
Share based compensation		284,000			75,200			2,703,623
Impairment of intangibles		-			-			26,475
Shares issued in payment of interest expense		-			-			750,000
Beneficial conversion feature on notes payable		165,000			-			165,000
Other income		-			-			(146,044	)
Changes in assets and liabilities:
Notes receivable		-			-			88,178
Refundable income taxes		-			-			2,257
Accounts payable and accrued expenses		335,612			271,560			2,935,039
Total adjustments		784,612			346,769			6,524,528
NET CASH USED IN OPERATING ACTIVITIES		(165,000	)		(17,570	)		(551,440	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable		165,000			17,500			529,940
Capital contribution		-			-			21,500
NET CASH PROVIDED BY FINANCING ACTIVITIES		165,000			17,500			551,440

DECREASE IN CASH		-			(70	)		-

CASH - BEGINNING OF PERIOD		-			70			-

CASH - END OF PERIOD	$			$	-		$

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 and guarantee of debt	$			$	-		$	1,767,617
Proceeds from exercise of option and warrants offset in payment of accounts payable	$	125,000		$	-		$	930,450
Acquisition of intangibles for common stock	$	-		$	-		$	26,475

See notes to unaudited consolidated financial statements.

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 1999.

Effective August 27, 2003 the Company changed their fiscal year end from May 31 to August 31.

In May, 2003 we acquired 100% of the outstanding common stock of MJWC Inc. (“MJWC”) a British Virgin Island Corporation. MJWC never traded and was closed in 2008.

In May, 2003 we increased the number of authorized shares of common stock from 20,000,000 to 50,000,000.

In November, 2004 we increased the number of authorized shares of common stock from 50,000,000 to 100,000,000.

In August, 2005 we increased the number of authorized shares of no par value common stock from 100,000,000 to 200,000,000 and authorized capital of 2,000,000 no par value preferred shares. The Company amended both common and preferred stocks to reflect a par value of $.001 per share.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary MJWC, Inc. All significant inter-company transactions have been eliminated.

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

We compute deferred income taxes under the asset and liability method prescribed by FASB ASC 740. “Income Taxes ” Under this method, deferred tax assets and liabilities are recognized for temporary differences between the financial statement amounts and the tax basis of certain assets and liabilities by applying statutory rates in effect when the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount more likely than not to be realized.

Loss Per Common Share – Basic loss per share is based on the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. Convertible equity instruments such as stock options and convertible debentures are excluded from the computation of diluted loss per share, as the effect of the assumed exercises would be anti-dilutive. There were no common stock equivalents as of May 31, 2010 and 2009.

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.

Share Based Compensation

We use the Black-Scholes option-pricing model and the straight-line attribution approach to determine the fair-value of stock-based awards in accordance with ASC 718, Compensation. The option-pricing model requires the input of highly subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The Company’s expected term represents the period that stock-based awards are expected to be outstanding and is determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior as influenced by changes to the terms of its stock-based awards. The expected stock price volatility is based on the Company’s historical stock prices.

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Recently Issued Accounting Pronouncements

On June 5, 2003, the United States Securities and Exchange Commission (“SEC”) adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), as amended by SEC Release No. 33-9072 on October 13, 2009. Commencing with its annual report for the year ending December 31, 2010, the Company will be required to include a report of management on its internal control over financial reporting. The internal control report must include a statement of:

·	Management’s responsibility for establishing and maintaining adequate internal control over its financial reporting;
·	Management’s assessment of the effectiveness of its internal control over financial reporting as of year- end; and
·	The framework used by management to evaluate the effectiveness of the Company’s internal control over financial reporting.

Furthermore, it is required to file the auditor’s attestation report separately on the Company’s internal control over financial reporting on whether it believes that the Company has maintained, in all material respects, effective internal control over financial reporting.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, could have a material effect on the accompanying financial statements.

NOTE 3 - GOING CONCERN

The Company's consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realizations of assets and liquidation of liabilities in the normal course of business. The Company has incurred an accumulated deficit for the period from July 17, 2000 (inception) through May 31, 2010 of $7,075,968 and had negative working capital at May 31, 2010 of $1,444,199. The Company incurred a net loss for the year ended August 31, 2009 of $514,910 and the quarter ended May 31, 2010 of $274,505. 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 or series of mergers with an existing operating company or companies.

NOTE 4 - NOTES PAYABLE

In November, 2009, the Company issued convertible debentures for a total of $25,000 at 0% interest. The notes mature in May, 2010 and are convertible into shares of the Company’s common stock at $.015 per share as of that date.

In December, 2009 the Company issued a convertible debenture in the amount of $15,000 at 0% interest. The notes mature in June, 2010 and are convertible into shares of the Company’s common stock at $.01 per share as of that date.

In February, 2010 the Company issued convertible debentures in the amount of $50,000 at 0% interest. The notes mature in August 2010 and are convertible into shares of the Company’s common stock at $.01 per share at that date.

In March, 2010, the Company issued convertible debentures in the amount of $25,000 at 0% interest. The notes mature in September 2010 and are convertible into shares of the Company’s common stock at $.015 per share at that date.

In May, 2010, the Company issued convertible debentures in the amount of $50,000 at 0% interest. The notes mature in November 2010 and are convertible into shares of the Company’s common stock at $.01 per share at that date.

During the nine months ended May 31, 2010 we have included charges of $165,000 in interest expense related to beneficial conversion features associated with the issuance of these debentures.

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

At May 31, 2010 and August 31, 2009 accounts payable and accrued expenses consisted of the following:

	May 31,		August 31,
	2010		2009
Trade Payables	$	64,531	$	39,755
Professional Fees		78,985		88,585
Officers Compensation		1,000,683		805,247
Total	$	1,144,199	$	933,587

NOTE 6 - COMMON STOCK

In September, 2009, Linda Perry an officer of the Company, exercised 1,500,000 stock options at an average exercise price of $.05 per share or $75,000 in the aggregate and Lancer Corporation, a related party, exercised 1,000,000 stock options at an average exercise price of $.05 or $50,000 in the aggregate. These amounts were offset against officer compensation payable by the Company. During the fiscal quarter ended May 31, 2010 there were no other exercises of stock options by the named executives. The named executives have never received stock appreciation rights.

In September, 2009, 1,000,000 shares of common stock were issued to a non-affiliate for services rendered for investor relations awareness in recognition of the protracted close of the Share Exchange and to ensure continuation of services.

In October, 2009, 2,000,000 shares of common stock were issued to a non-affiliate for services rendered to provide the design, development, execution and maintenance of the Company's website, www.rtgventures.com. The Company owns the domain name and the site as a result of this transaction.

In January 2010, 3,000,000 shares of common stock were issued in connection with certain guarantees provided to the Company.

NOTE 7 - STOCK OPTIONS

On September 1, 2009, the Company granted 2,500,000 stock options with a fair value of $50,000. 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 September 2009 as discussed in note 6. No options were outstanding at May 31, 2010.

Principal assumptions used in applying the Black-Scholes model for options granted by the Company:

	September 1,
	2009	2008
Exercise Price	$ .05	$ .034
Market price	$ .05	$ .034
Risk-free interest rate	3.75%	3.75%
Expected life in years	1 year	1 year
Expected volatility	135%	120%

RTG VENTURES, INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8 - LITIGATION

The Company is not currently involved in any litigation.

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 contracts are rolling, renewable annual contracts thereafter. Options to purchase 2,500,000 common shares will be granted each September that the agreement is in effect, beginning in September, 2007. Such option will be granted at market prices and expire after five years from the date of the grant. During the quarter ended May 31, 2010 we accrued only one months salary under the terms of these employment agreements.

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. This agreement was rescinded by the Company subsequent to the end of the reporting period.

NOTE 11 – SUBSEQUENT EVENTS

We have evaluated subsequent events through June 15, 2010, the date the financial statements were available to be issued.

In June 2010, the Company issued a convertible debenture in the amount of $25,000 at 0% interest. The note matures in December 2010 and is convertible into shares of the Company's common stock at $0.0075 per share at that date.

In June, 2010, the Company enteed into a consulting agreement to ensure the trading public has an accurate understanding of the Company's Business plan and execution. The period is for 2 years and payment is 4,000,000 Restricted Shares.

Section 2 -- Financial Information

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.

The Company is in a start up mode with a Business Plan in place. In 2006, the Company identified a business in digital and broadband internet media and online global payment systems in the UK which lent itself to both organic growth and growth by acquisition. From that time, we have been evolving the Business Plan to maximize the opportunities and minimize the risks inherent in a challenging economic environment. All of these efforts were conducted under the contractual requirements of a Share Exchange Agreement. On March 20, 2007, we entered into a Share Exchange Agreement (the "Agreement") with Atlantic Network Holdings Limited, New Media Television (Europe) Limited ("NMTV"), and Certain Outside Stockholders, to acquire all of the outstanding shares of NMTV. Atlantic Network Holdings Limited is a Guernsey company limited by shares. In March, 2010 this share exchange agreement was rescinded.

On March 31, 2010, RTG Ventures, Inc., a Florida corporation (the “Company”) and Cloud Channel Limited (“Cloud Channel”), a private company registered in England and Wales with company number 07147702, limited by shares, entered into and completed a Share Exchange Agreement whereby the Company acquired all of the shares of Cloud Channel, 10,000 (Ten Thousand) ordinary shares at £ .0001 per share par value.

Cloud Channel will be allocated Convertible Preferred Shares of RTG Ventures, Inc. according to the valuation methodologies outlined in the Share Exchange Agreements of Bitemark MC Limited and Stylar Limited. The Convertible Preferred Shares will be issued concurrently with their conversion to common stock 12 months from March 31st 2010 or 12 months from the filing of audited financials.

In August, 2009, RTGV signed a Letter of Intent with International Financial Systems Ltd. (IFS) a private company, to include iPayu, another dimension in the payment systems division of our Business Plan as described on our website. www.rtgventures.com. As of June, 2010 the LOI has been revised to a joint venture agreement.

We have financed our activities to date from sales of debentures and loans from shareholders, officers and third parties. As of May 31, 2010 we had an accumulated deficit of $7,075,968. The report of our independent registered public accounting firm Sherb & Co., LLP, on our last audited financial statements dated August 31, 2009, contains a qualification regarding our ability to continue as a going concern.

Item 3. QUANTITATIVE AND QUALITATIVE 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 Certification

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 ("the Certifying Officer"), an evaluation of the effectiveness of our "disclosure controls and procedures". The certifications of the CEO 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 Officer is responsible for establishing, maintaining and enhancing these procedures. He is also responsible, as required by the rules established by the SEC, for the evaluation of the effectiveness of these procedures.

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.

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 three month period ended May 31, 2010 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
32.1	Chief Executive Officer - Sarbanes-Oxley Act Section 906 Certification

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: July 15, 2010		By: /s/ Dominic Hawes - Fairley
		Dominic Hawes - Fairley Chief Executive Officer