UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2007

RTG VENTURES, INC.
(Exact name of registrant as specified in this charter)

Florida
333-85072
59-3666743
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

c/o David E Price
1915 I Street Northwest
Washington, DC 20006-2107
(Address and Zip Code of Principal Executive Offices)

Issuer's Telephone Number: (917) 488-6473

[_] 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 133-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
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Section 1 -- Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On March 31, 2010, RTG Ventures, Inc., a Florida corporation (the “Company”) and Cloud Channel Limited (“Cloud Channel”), a United Kingdom private company limited by shares entered into and completed a Share Exchange Agreement whereby the Company exchanged 500,000 of its preferred stock for all the shares of Cloud Channel 10,000,000 (Ten Million) ordinary shares, £ .0001 per share par value.
 
Item 1.01 Termination of a Material Definitive Agreement.

On January 20, 2010, RTG Ventures, Inc., a Florida corporation (the “Company”), 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 entered into a third Amendment to Share Exchange Agreement (the “Amendment 3”) which amended the terms of a Share Exchange Agreement and the first Amendment dated December 21, 2007 (“Amendment 1”) and the second Amendment dated September 9 2008 previously entered into by the parties. On March 30, 2010 this Share Agreement was rescinded by the  Board of Directors of the Company.

Section 2 -- Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets Item

On March 31, 2010, the Company acquired Cloud Channel Limited, a United Kingdom private company. A further 8K will be filed with the Commission within 71 days of the filing of this 8K containing the financial  statements of Cloud Channel.

Section 5 -- Corporate Governance and Management

Item 5.02 Election of Directors, Appointment of Certain Officers

On April 1, 2010 Neil Gray was appointed our Chairman by the Board of Directors. Below is information about Mr. Gray.

From 2005 to date, Neil has operated a privately owned business consultancy working with associates across different time zones. He has a variety of interests some of which are real estate, wealth protection and commodities. Between 1999 and 2007, Neil was involved as an officer and equity participant of a privately held UK based Healthcare Group where he created a stable, conservative growth model to establish growth organically and by acquisition through operational knowledge and accurate prediction of cashflow/interest rates within the group’s debt/equity structure. The group’s interests were not restricted to the UK with alliances and interests developed into the European Union.

At the same meeting of the Board Mr Fludgate was appointed Chief Executive Officer replacing Linda Perry who will remain as a director and was appointed Chair of the Nomination,Compensation and Audit Committees.

At the same meeting Dominic Hawes-Fairley was appointed President. Below is information about Mr. Hawes- Fairley

Prior to joining RTGV, Hawes-Fairley was Managing Director of Bitemark MC Limited, which he co-founded in 2001.  Previously, he ran a marketing and branding consultancy and was VP Marketing at Europe’s largest business incubator, Gorilla Park BV. He served as a commissioned officer in the world famous Household Cavalry after studying at the Royal Military Academy, Sandhurst.
 
 
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Item 9.01 Financial Statements and Exhibits.

(b) Exhibits

10.1*****
Share Exchange Agreement, dated March 30, 2010, between RTG Ventures, Inc., and Cloud Channel Limited.
10.2*****
Recession Resolution of Share Exchange Agreement, dated March 20, 2007, by and among RTG Ventures, Inc., Atlantic Network Holdings Limited, the Outside Stockholders Listed on Exhibit A thereto and New Media Television (Europe) Limited.
10.3*****
Share purchase Agreement  between Cloud Channel Limited and Bitemark MC Limited.
10.4*****
Share purchase Agreement  between Cloud Channel Limited and Stylar Limited.
10.5*****
Executive Summary of RTG Ventures Business Plan.
10.6*****
Dominic Hawes-Fairley Curriculum Vitae
99.1*****
Neil Gray Curriculum Vitae
99.1*
Share Exchange Agreement, dated March 20, 2007, by and among RTG Ventures, Inc., Atlantic Network Holdings Limited, the Outside Stockholders Listed on Exhibit A thereto and New Media Television (Europe) Limited.
99.2**
Amendment to Share Exchange Agreement, dated December 21, 2007, by and among RTG Ventures, Inc., Atlantic Network Holdings Limited, the outside Stockholders listed on Exhibit A thereto and New Media Television (Europe) Limited.
99.2***
Amendment to Share Exchange Agreement, dated September 9, 2008, by and among RTG Ventures, Inc., Atlantic Network Holdings Limited, the outside Stockholders listed on Exhibit A thereto and New Media Television (Europe) Limited.
99.3****
Amendment to Share Exchange Agreement, dated January 20, 2010, by and among RTG Ventures, Inc., Atlantic Network Holdings Limited, the outside Stockholders listed on Exhibit A thereto and New Media Television (Europe) Limited.
   

* Previously filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed with the Commission on March 21, 2007.
** Previously filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-KA filed with the Commission on December 21, 2007. 
*** Previously filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-KA filed with the Commission on September 21, 2008.
**** Previously filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-KA filed with the Commission on January 20, 2010.
*****Filed herewith.
 
 
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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.
 
  RTG VENTURES, INC.
(Registrant)
 
       
Dated: April 6, 2010
By:
/s/ Barrington J Fludgate  
   
Barrington J Fludgate, Chief Executive Officer
 

Exhibit 10.1
 
 
SHARE EXCHANGE AGREEMENT

among

RTG VENTURES, INC.,

& CLOUD CHANNEL LTD.

& SUBSIDIARIES

March 31, 2010
 
 
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LIST OF EXHIBITS AND SCHEDULES
To be added
 
 
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SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT is made and entered into on March 31 st, 2010 by and among RTG VENTURES, INC., a Florida corporation (“ RTG ”), and CLOUD CHANNEL LIMITED. ,a  UK private company limited by shares  (“Cloud Channel”, and  the “ Sellers” ).
 
W I T N E S S E T H:

WHEREAS, RTG Ventures had previously entered into a proposed Share Purchase Agreement with ANHL and NMTV on March 20 th , 2007, which was amended several times up to and including January 20 th , 2010, those companies having wholly failed to give their due consideration, the contract having thus been Rescinded by RTG; COME NOW the respective Boards of Directors of RTG and CLOUD CHANNEL, which have determined that it is fair to and in the best interests of their respective corporations and stockholders for RTG and CLOUD CHANNEL to effect a share exchange pursuant to which all of the outstanding shares of the Company will be exchanged for shares of RTG (the “ Exchange ”) upon the terms and subject to the conditions set forth herein; and

WHEREAS,  CLOUD CHANNEL have purchased companies, with RTG's signed approval, using RTG's preferred stock which will be distributed following Closing; and

WHEREAS, the respective Boards of Directors of RTG and CLOUD CHANNEL have approved this Agreement and the Exchange in accordance with Section 607.0821 of the Florida Business Corporations Act (the “ FBCA ”) and the Companies Act;

WHEREAS, the respective stockholders of RTG and CLOUD CHANNEL have approved by written consent pursuant to Section 607.0704 of the FBCA and Company Act respectively, this Agreement and the transactions contemplated and described hereby including, without limitation, the Exchange; and

WHEREAS, the parties hereto intend that the Exchange contemplated herein shall qualify as a tax free exchange within the meaning of Section 368(a)(1)(b) of the Internal Revenue Code of 1986, as amended (the “ Code ”).

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, the parties hereto agree as follows:

ARTICLE 1
THE EXCHANGE .

1.1            Exchange of Shares . Subject to the terms and conditions of this Agreement Sellers shall sell, assign, convey and set over unto RTG 10,000,000 (Ten Million) ordinary shares, £ .0001 per share par value of the Company (the “ Company Shares ”), constituting all of the outstanding shares of capital stock of the Company; and RTG shall issue and transfer to Sellers 500,000 from an aggregate amount of  1,273,059 (One Million Two Hundred Thousand Seventy Three and Fifty-Nine) preferred shares which convert into of its common stock, .001 par value per share (the “ RTG Common Stock ”). The conversion rate is calculated in each individual contract and agreed by RTG.  It is acknowledged and approved by both Boards that the majority of these shares are to be consideration for acquisitions and asset purchases by Cloud Channel. All shares in escrow will be voted by management.

1.2            Directors and Officers . The same Directors and Officers shall carry forth, a new Chairman shall be appointed post closing.
 
 
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1.3            Exchange of Certificates . At the Closing, Sellers shall deliver to RTG all preferred certificates evidencing the Company Shares, duly endorsed in blank or with appropriate stock powers, and RTG shall place with RTG's transfer agent a certificate, registered in the name of each Seller, representing the number of shares of RTG Preferred Shares set forth opposite such Seller’s name on Exhibit A hereto.


ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF CLOUD CHANNEL AND THE COMPANY.
 
CLOUD CHANNEL and the Company hereby jointly and severally represent and warrant to RTG as follows:

2.1
Organization, Standing, Subsidiaries, Etc.

(a)           Each of Holding, the Company and each of the Company’s direct and indirect subsidiaries (the Company and such Subsidiaries being sometimes hereinafter referred to collectively as, the “ Companies ” and individually as, as a “ Company ”) is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction of organization and has all requisite power and authority (corporate and otherwise) to carry on its business, to own or lease its properties and assets, to enter into and perform this Agreement. Copies of the Organizational Documents (as defined in Article 10 hereof) of each of CLOUD CHANNEL, the Company and all direct and indirect subsidiaries of the Company that have been delivered to the Law Offices of David E. Price, PC prior to the execution of this Agreement are true and complete and have not since been amended, modified, restated or repealed.

(b)           Except as set forth on Schedule 2.1 hereto, the Company does not have any subsidiaries or own any direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, limited liability company, partnership, association or business.

2.2            Qualification . Each of the Companies is duly qualified to conduct business as a foreign corporation and is in good standing in each jurisdiction wherein the nature of its activities or its properties owned or leased makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of the Companies taken as a whole (the “ Condition of the Companies ”). None of the Companies is qualified to conduct business in any jurisdiction other than as set forth on Schedule 2.2 hereto.

2.3            Corporate Acts and Proceedings . The execution, delivery and performance of this Agreement have been duly authorized by the Board of Directors and approved by the requisite vote of the stockholders of the Company and all of the corporate acts and other proceedings required for the due and valid authorization, execution, delivery and performance of this Agreement and the consummation of the Exchange by CLOUD CHANNEL and the Company have been validly and appropriately taken.

2.4            Binding Obligations . This Agreement constitutes the legal, valid and binding obligations of CLOUD CHANNEL and each Company and is enforceable against CLOUD CHANNEL and each Company in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
 
 
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2.5            Tax Returns and Audits . All required federal, state, local and foreign Tax Returns (as defined in Article 10 hereof) of the Companies have been accurately prepared and duly and timely filed, and all Taxes (as defined in Article 10 hereof) required to be paid with respect to the periods covered by such returns have been paid. None of the Companies is or has been delinquent in the payment of any Tax. None of the Companies has had a Tax deficiency proposed or assessed against it and or has executed a waiver of any statute of limitations on the assessment or collection of any Tax. None of the Companies’ tax returns has been audited by any governmental authority. The reserves for Taxes reflected on the Balance Sheets are and will be sufficient for the payment of all unpaid Taxes payable by the Companies as of the Balance Sheet Date. Since the Balance Sheet Date, the Companies have made adequate provisions on their books of account for all Taxes with respect to their businesses, properties and operations for such period. The Companies have withheld or collected from each payment made to each of their employees the amount of all taxes required to be withheld or collected therefrom, and have paid the same to the proper Tax receiving officers or authorized depositaries. There are no federal, state, local or foreign audits, actions, suits, proceedings, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns of the Companies now pending, and none of the Companies has received any notice of any proposed audits, investigations, claims or administrative proceedings relating to Taxes or any Tax Returns. None of the Companies has agreed or is required to make any adjustments by reason of a change in accounting method or otherwise for any Tax period for which the applicable statute of limitations has not yet expired. None of the Companies (i) is a party to, is bound by or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, “ Tax Sharing Agreements ”), or (ii) has any potential liability or obligation to any person as a result of, or pursuant to, any such Tax Sharing Agreements.

2.6            Intellectual Property . The exhibit attached hereto on Schedule 2.6 contains a true and complete list of: (i) all trademarks, trade names, service marks, copyrights and patents owned by the Companies; (ii) all applications filed by the Companies for or with respect to any of the items listed in (i); (iii) all licenses or other rights to use any patents, trademarks, service marks, tradenames, copyrights, proprietary technology or other intellectual property to which any of the Companies is a party (whether as licensor or licensee); and (iv) all other proprietary technology and intellectual property developed by any of the Companies or used in their business (collectively, the “ Intellectual Property ”). Each of the registered trademarks, trade names, service marks, copyrights and patents listed in has been validly issued and, except as set forth on Schedule 2.6(b) , is owned by the Companies free and clear of all liens, claims and encumbrances. Except as set forth herein the Companies have the exclusive rights to use all such trademarks, trade names, service marks, copyrights and patents. None of the Intellectual Property is subject to challenge by any third party and none of the Companies is aware of any fact or circumstance which would form the basis for such a challenge. There is no pending or, to the Companies’ best knowledge, threatened claim, and none of the Companies is aware of any fact or circumstance which would form the basis for any claim, that the Companies’ use or intended use of the Intellectual Property has, does or would infringe any patent, trademark, trade name, service mark, trade secret, know-how or other proprietary right of any other person or entity. The Companies have duly maintained their rights in all of the Intellectual Property; and none of the Companies is aware of any infringement, or any fact or circumstance which would form the basis for any claim for infringement, of any of the Intellectual Property. The Intellectual Property constitutes all of the proprietary property and rights necessary for the conduct of the Companies’ business as presently conducted and as proposed to be conducted.

2.7            Litigation . Except as set forth on Schedule 2.7 hereof, there is no legal action, suit, arbitration or other legal, administrative or governmental proceeding pending or, to the Companies’ best knowledge, threatened against or affecting any of the Companies or any of their respective properties, assets or business, and after reasonable investigation, the Companies are not aware of any incident, transaction, occurrence, fact or circumstance that might reasonably be expected to result in or form the basis for any such action, suit, arbitration or other proceeding. None of the Companies is in default with respect to any order, writ, judgment, injunction, decree, determination or award of any court or any governmental agency or instrumentality or arbitration authority.
 
 
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2.8           Compliance with Laws; Licenses, Approvals and Other Authorizations . Schedule 2.8 lists all licenses, permits, registrations, orders, memberships, approvals and other authorizations required for the conduct of the Companies’ business. To the Companies’ best knowledge, the Companies have complied and are currently in compliance in all material respects with all applicable laws, ordinances, rules, regulations and orders (including, without limitation, those issued by any self-regulatory organization or administrative agency), with which failure to comply would adversely affect the Condition of the Companies. Each of the Companies has filed all applications, reports and statements, together with any amendments required to be made with respect thereto, required to be filed with any governmental or regulatory authority, securities exchange or self-regulatory organization or any agency having jurisdiction over such Company, its business or operations. Each license, permit, registration, order, membership, approval and other authorization which is required to carry on the Companies’ business as presently conducted has been duly obtained and is in full force and effect and the Companies are not aware of any fact or circumstance which would result in the suspension, limitation, termination or revocation of any of such license, permit, registration, order, membership, approval or authorization.
 
2.9            Interested Party Transactions . No officer, director or stockholder of the Companies or any Affiliate or “associate” (as such term is defined in Rule 405 under the Securities Act) of any such Person or the Companies has or has had, either directly or indirectly, (a) an interest in any Person that (i) furnishes or sells services or products that are furnished or sold or are proposed to be furnished or sold by the Companies or (ii) purchases from or sells or furnishes to the Companies any goods or services, or (b) a beneficial interest in any contract or agreement to which any of the Companies is a party or by which any of them may be bound or affected.

2.10            Books and Records . The books of account and other financial and corporate records of the Companies are in all material respects complete, correct and up to date, with all necessary signatures, and are in all material respects accurately reflected in the Financial Statements.

2.11            Accounts Receivable . All accounts receivable of the Companies arose from bona fide transactions made in the ordinary course of business and represent services rendered or products sold in the ordinary course of business. All such accounts receivable are fairly presented and are the result of arms-length transactions with third parties. The collectability of the accounts receivable will not be impaired by any statute of limitations, right of set-off, counterclaim or defense.

2.12            Duty to Make Inquiry . To the extent that any of the representations or warranties in this Article 2 are qualified by “knowledge” or “belief,” CLOUD CHANNEL and the Company jointly and severally represent and warrant that they have made due and reasonable inquiry and investigation concerning the matters to which such representations and warranties relate, including, but not limited to, diligent inquiry of their directors, officers and key personnel.

2.13            Disclosure . There is no fact relating to the Companies that the Companies have not disclosed to RTG in writing which has had or is currently having a material and adverse effect or, insofar as CLOUD CHANNEL and the Company can now foresee, will materially and adversely affect, the Condition of the Companies. No representation or warranty by the CLOUD CHANNEL and the Company herein and no information disclosed in the Schedules or Exhibits hereto by CLOUD CHANNEL and the Company contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF RTG

RTG represents and warrants to CLOUD CHANNEL and the Company as follows. Notwithstanding anything to the contrary contained herein, disclosure of items in the RTG SEC Documents (as defined below) shall be deemed to be disclosure of such items for all purposes under this Agreement, including, without limitation, for all applicable representations and warranties of RTG:
 
 
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3.1            Organization and Standing . RTG is a corporation duly organized and existing in good standing under the laws of the State of Florida. RTG has heretofore delivered to the Company complete and correct copies of its Articles of Incorporation and By-laws as now in effect. RTG has full corporate power and authority to carry on its business as it is now being conducted and as now proposed to be conducted and to own or lease its properties and assets. RTG does not have any subsidiaries.

3.2            Corporate Authority . RTG has full corporate power and authority to enter into and perform this Agreement and to carry out the transactions contemplated hereby. All corporate acts and proceedings required for the authorization, execution, delivery and performance of this Agreement and all other agreements and documents to be executed and delivered by RTG hereunder have been duly and validly taken or will have been so taken prior to the Closing. Each of such agreements and documents constitutes a legal, valid and binding obligation of RTG, enforceable against RTG in accordance with its respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally and by general principles of equity.

3.3            Capitalization of RTG . The authorized capital stock of RTG consists of 200,000,000 shares of common stock, .001 par value per share (the “ RTG Common Stock ”) and 2,000,000 shares of preferred stock, $.001 par value per share (the “ RTG Preferred Stock ”), of which there are none issued.  There is no voting trust, agreement or arrangement among any of the beneficial holders of RTG Common Stock affecting the nomination or election of directors or the exercise of the voting rights of RTG Common Stock.  All outstanding shares of the capital stock of RTG have been duly and validly issued and are fully paid and non-assessable and none of such shares has been issued in violation of the preemptive rights of any person.

3.4            Validity of Shares . The shares of RTG Preferred Stock to be reserved at closing in accordance with the terms and condition of this Agreement shall be duly and validly issued, fully paid and non-assessable.

3.5            SEC Reporting and Compliance .

(a)           RTG filed with the United States Securities and Exchange Commission (the “ SEC ”) a registration statement on Form SB-2 under the Securities Act which became effective on or about November 19, 2002.

(b)             RTG is not an investment Company within the meaning of Section 3 of the United States Investment Company Act of 1940, as amended.

3.6            Financial Statements . The balance sheets and statements of operations, stockholders’ equity and cash flows contained in the RTG SEC Documents (the “ RTG Financial Statements ”) (i) have been prepared in accordance with GAAP applied on a basis consistent with prior periods (and, in the case of unaudited financial information, on a basis consistent with year-end audits), (ii) are in accordance with the books and records of RTG and (iii) present fairly in all material respects the financial condition of RTG at the dates therein specified and the results of its operations and changes in financial position for the periods therein specified.

3.7            Compliance with Laws and Other Instruments . The execution, delivery and performance by RTG of this Agreement and the other agreements to be made by RTG pursuant to or in connection with this Agreement and the consummation by RTG of the transactions contemplated hereby will not cause RTG to violate or contravene (i) any applicable provision of law, (ii) any rule or regulation of any agency or government, (iii) any order, judgment or decree of any court, or (v) any provision of its charter or By-laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which RTG is a party or by which RTG or any of its assets or properties is bound.
 
 
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3.8             No General Solicitation . In issuing the RTG Common Stock in the Exchange hereunder, neither RTG nor anyone acting on its behalf has offered to sell the RTG Common Stock by any form of general solicitation or advertising.

3.9             Binding Obligations . This Agreement constitutes the legal, valid and binding obligation of RTG, enforceable against RTG in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

3.10            Absence of Undisclosed Liabilities . Other than as set forth on Schedule 3.11 hereto, RTG does not have any material obligation or liability (whether accrued, absolute, contingent, liquidated or otherwise, whether due or to become due), arising out of any transaction entered into at or prior to the Closing, except: (i) as disclosed in the RTG SEC Documents; (ii) to the extent set forth on or reserved against in the balance sheet of RTG in the most recent RTG SEC Document filed by RTG (the “ RTG Balance Sheet ”) or the notes to the RTG Financial Statements; (iii) current liabilities incurred and obligations under agreements entered into in the usual and ordinary course of business since the date of the RTG Balance Sheet which appears in the most recent RTG SEC Document filed by RTG (the “ RTG Balance Sheet Date ”), none of which (individually or in the aggregate) materially and adversely affects the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of RTG (the “ Condition of RTG ”), and (d) by the specific terms of any written agreement, document or arrangement attached as an exhibit to the RTG SEC Documents. RTG is current in all SEC filings & most recent financials are listed as public documents for review.

3.11            Tax Returns and Audits . All required Federal, state and local Tax Returns of the RTG have been accurately prepared in all material respects and duly and timely filed, and all Federal, state and local Taxes required to be paid with respect to the periods covered by such returns have been paid.

3.12            Litigation . There is no legal action, suit, arbitration or other legal, administrative or other governmental proceeding pending or, to the knowledge of RTG, threatened against or affecting RTG or their properties, assets or business. To the knowledge of RTG, RTG is not in default with respect to any order, writ, judgment, injunction, decree, determination or award of any court or any governmental agency or instrumentality or arbitration authority.

3.13            Disclosure . There is no fact relating to RTG that RTG has not disclosed to CLOUD CHANNEL and the Company in writing that materially and adversely affects nor, insofar as RTG can now foresee, will materially and adversely affect, the condition (financial or otherwise), properties, assets, liabilities, business operations, results of operations or prospects of RTG. No representation or warranty by RTG herein and no information disclosed in the Schedules or Exhibits hereto by RTG contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.

ARTICLE 4
ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS .

CLOUD CHANNEL hereby jointly and severally represents and warrants, and each Outside Seller hereby severally and not jointly represents and warrants, to RTG as follows:

4.1            Reliance Upon Representations . This Agreement is made with RTG in reliance upon such Sellers’ representations to RTG, which by its execution of this Agreement such Seller hereby confirms, for itself and on behalf of its designees to whom shares of RTG Common Stock may be issued hereunder (such designees being herein referred to together with Sellers as, the “ Share Recipients ”) that the shares of RTG Common Stock to be received by the Share Recipients as consideration hereunder will be acquired for investment for such Share Recipients’ own accounts, not as nominees or agents, and not with a view to the resale or distribution of all or any part thereof, and that no Share Recipient has any present intention of selling, granting any participation in, or otherwise distributing any of the shares of RTG Common Stock to be received by it hereunder. By executing this Agreement, CLOUD CHANNEL further represents, for itself and on behalf of the Share Recipients that no Share Recipient has any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation's to such person or to any third person, with respect to any of such shares of RTG Common Stock.
 
 
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4.2            Restricted Stock   Seller understands that the shares of RTG Preferred stock being reserved  hereunder are not and will not be registered under the Securities Act on the ground that the sale provided for in this Agreement and the issuance of such shares hereunder is exempt from registration under the Securities Act pursuant to section 4(2) thereof, and that RTG’s reliance on such exemption is based in part on such Seller’s representations set forth herein; and such Seller acknowledges and agrees that the basis for such exemption may not be present if, notwithstanding such representations, such Seller has in mind merely acquiring such shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. No Share Recipient has any such intention.

4.3            Receipt of Information .  Seller believes that it has received all the information it considers necessary or appropriate for deciding whether to acquire the shares of RTG Stock, both Common and Preferred hereunder. Such Seller further represents that it has had an opportunity to ask questions and receive answers from RTG regarding the terms and conditions of the offering of the shares of RTG and the business, properties, prospects and financial condition of RTG and to obtain additional information (to the extent that RTG possessed such information or could acquire it without unreasonable effort or expense) necessary to verify the accuracy of any information furnished to it or to which it had access.

4.4            Restricted Securities . Each Seller understands that the shares of RTG Common Stock may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering such shares or an available exemption from registration under the Securities Act, such shares must be held indefinitely. In particular, each Seller is aware that such shares may not be sold pursuant to Regulation S or Rule “144” under the Securities Act unless all of the conditions of such Regulation or Rule (as the case may be) are met. Among the conditions for use of Rule 144” is the availability of current information to the public about RTG.

4.5            Legends : To the extent applicable, each certificate or other document evidencing any of the shares of RTG Common Stock shall be endorsed with the legend set forth below, and no Share Recipient shall transfer any shares represented by any such certificate without complying with the restrictions on transfer described in the legends endorsed on such certificate:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED AND SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION IF THE COMPANY IS PROVIDED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.”

4.6            Representation By Counsel . Such Seller has been represented by counsel and has had adequate opportunity to consult with such counsel, in connection with its entering into this Agreement and agreeing to the transactions contemplated hereby.
 
 
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ARTICLE 5
CONDUCT OF THE COMPANIES’ BUSINESS PENDING THE EXCHANGE.

5.1            Conduct of Business by the Companies Pending the Exchange . Prior to the Closing, unless RTG shall otherwise agree in writing or as otherwise contemplated by this Agreement:

(a)           the business of the Companies shall be conducted only in the ordinary course;

(b)           the Companies shall not: (i) directly or indirectly redeem, purchase or otherwise acquire or agree to redeem, purchase or otherwise acquire any shares of their capital stock; (ii) amend their Organizational Documents, except to effectuate the transactions contemplated in the Schedules hereto; or (iii) split, combine or reclassify any of the outstanding Companies Stock or declare, set aside or pay any dividend payable in cash, stock or property or make any distribution with respect to any such stock;

(c)           the Companies shall not: (i) issue or agree to issue any additional shares of, or options, warrants or rights of any kind to acquire any shares of, Companies Stock; (ii) acquire or dispose of any fixed assets or acquire or dispose of any other substantial assets other than in the ordinary course of business; (iii) incur additional Indebtedness or any other liabilities or enter into any other transaction other than in the ordinary course of business; (iv) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; or (v) except as contemplated by this Agreement, enter into any contract, agreement,commitment or arrangement to dissolve, merge, consolidate or enter into any other material business combination;

(d)           CLOUD CHANNEL and the Company shall use their respective best efforts to preserve intact the business organization of the Companies, to keep available the service of its present officers and key employees, and to preserve the good will of those having business relationships with it;

(e)           the Companies will not, nor will they authorize any director or authorize or permit any officer or employee or any attorney, accountant or other representative retained by them to, make, solicit, encourage any inquiries with respect to, or engage in any negotiations concerning, any Acquisition Proposal (as defined below). The CLOUD CHANNEL and the Company will promptly advise RTG orally and in writing of any such inquiries or proposals (or requests for information) and the substance thereof. As used in this paragraph, “ Acquisition Proposal ” shall mean any proposal for a consolidation or other business combination involving any of the Companies or for the acquisition of a substantial equity interest in it or any material assets of any of them other than as contemplated by this Agreement. The Companies will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any of the foregoing; and

(f)           the Companies will not enter into any new employment agreements with any of their officers or employees or grant any increases in the compensation or benefits of their officers and employees or amend any employee benefit plan or arrangement.

5.2            Conduct of Business by RTG Pending the Exchange . Prior to the Closing, unless CLOUD CHANNEL shall otherwise agree in writing or as otherwise contemplated by this Agreement:

(a)           the business of RTG shall be conducted only in the ordinary course; provided, however , that RTG shall take the steps necessary to have discontinued its existing business without liability to RTG as of the Closing Date;
 
 
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(b)           RTG shall not: (i) directly or indirectly redeem, purchase or otherwise acquire or agree to redeem, purchase or otherwise acquire any shares of its capital stock; (ii) amend its charter or By-laws other than to effectuate the transactions contemplated hereby; or (iii) split, combine or reclassify its capital stock or declare, set aside or pay any dividend payable in cash, stock or property or make any distribution with respect to such stock; and

(c)           RTG shall not: (i) issue or agree to issue any additional shares of, or options, warrants or rights of any kind to acquire shares of, its capital stock; (ii) acquire or dispose of any assets other than in the ordinary course of business; (iii) incur additional Indebtedness or any other liabilities or enter into any other transaction except in the ordinary course of business; (iv) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; or (v) except as contemplated by this Agreement, enter into any contract, agreement, commitment or arrangement to dissolve, merge, consolidate or enter into any other material business contract or enter into any negotiations in connection therewith.

(d)           RTG will not, nor will it authorize any director or authorize or permit any officer or employee or any attorney, accountant or other representative retained by it to, make, solicit, encourage any inquiries with respect to, or engage in any negotiations concerning, any Acquisition Proposal (as defined below for purposes of this paragraph). RTG will promptly advise CLOUD CHANNEL orally and in writing of any such inquiries or proposals (or requests for information) and the substance thereof. As used in this paragraph, “ Acquisition Proposal ” shall mean any proposal for a consolidation or other business combination involving RTG or for the acquisition of a substantial equity interest in either of them or any material assets of either of them other than as contemplated by this Agreement. RTG will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person conducted heretofore with respect to any of the foregoing; and

(e)           RTG will not enter into any new employment agreements with any of their officers or employees or grant any increases in the compensation or benefits of their officers and employees.
 
ARTICLE 6
ADDITIONAL AGREEMENTS.

6.1            Access and Information . CLOUD CHANNEL and RTG shall each afford to the other and to the others accountants, counsel and other representatives full access during normal business hours throughout the period prior to the Closing to all of its properties, books, contracts, commitments and records (including but not limited to tax returns) and during such period, each shall furnish promptly to the other all information concerning its business, properties and personnel as such other party may reasonably request, provided that no investigation pursuant to this Section 6.1 shall affect any representations or warranties made herein. Each party shall hold, and shall cause its employees and agents to hold, in confidence all such information (other than such information which: (i) is already in such party’s possession; (ii) becomes generally available to the public other than as a result of a disclosure by such party or its directors, officers, managers, employees, agents or advisors; or (iii) becomes available to such party on a non-confidential basis from a source other than a party hereto or its advisors, provided that such source is not known by such party to be bound by a confidentiality agreement with or other obligation of secrecy to a party hereto or another party until such time as such information is otherwise publicly available; provided, however , that (A) any such information may be disclosed to such party’s directors, officers, employees and representatives of such party’s advisors who need to know such information for the purpose of evaluating the transactions contemplated hereby (it being understood that such directors, officers, employees and representatives shall be informed by such party of the confidential nature of such information), (B) any disclosure of such information may be made as to which the party hereto furnishing such information has consented in writing, and (C) any such information may be disclosed pursuant to a judicial, administrative or governmental order or request; provided, that the requested party will promptly so notify the other party so that the other party may seek a protective order or appropriate remedy and/or waive compliance with this Agreement and if such protective order or other remedy is not obtained or the other party waives compliance with this provision, the requested party will furnish only that portion of such information which is legally required and will exercise its best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded the information furnished. If this Agreement is terminated, each party will deliver to the other all documents and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof.
 
 
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6.2            Publicity . No party shall issue any press release or public announcement pertaining to the Exchange that has not been agreed upon in advance by RTG, CLOUD CHANNEL and the Company, except as RTG reasonably determines to be necessary in order to comply with the rules of the SEC or of the principal trading exchange or market for RTG Common Stock, provided , that in such case RTG will use its best efforts to allow CLOUD CHANNEL review and reasonably approve any same prior to its release.

6.3            Auditors . For a period of three years following the Closing, RTG shall retain the services of Sherb & Co., LLP as their independent auditors to review and audit RTG’s financial statements.

6.4           Transfer Agent . For a period of three years after the Closing Date, RTG shall retain the services of Madison Stock Transfer, Inc. as its transfer agent for the RTG Common Stock and any other securities issued by RTG during such period.

6.5           Attorney – the companies acknowledge and agree that the Law Offices of David E. Price, PC shall be retained as corporate counsel.

6.6           Additional Equity Securities . For a period of six months following the Closing Date, RTG shall not issue any additional equity securities other than as provided in this Agreement or as consideration for the acquisition of another company or business or as part of a registered public offering.
 
ARTICLE 7
CLOSING; CONDITIONS OF PARTIES’ OBLIGATIONS.

7.1            Closing . The closing of the Exchange (the “ Closing ”) shall take place on March 31 st , 2010, and at such time as the parties shall agree. The Closing shall occur at the offices of David E. Price, PC. At the Closing, all of the documents, certificates, agreements, opinions and instruments referenced in this Article 7 will be executed and delivered as described herein. All actions to be taken at the Closing shall be deemed to be taken simultaneously.

7.2            Conditions to RTG’s Obligations . The obligations of RTG under this Agreement are subject to the fulfillment at or prior to the Closing of the following conditions, any of which may be waived in whole or in part by RTG.

(a)            No Errors, etc . The representations and warranties of CLOUD CHANNEL and the Company under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects.

(b)            Compliance with Agreement . CLOUD CHANNEL and the Company shall have performed and complied with in all material respects all agreements and conditions required by this Agreement to be performed or complied with by them on or before the Closing Date.
 
 
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(c)            No Default or Adverse Change . There shall not exist on the Closing Date any Default or Event of Default or any event or condition that, with the giving of notice or lapse of time, or both, would constitute a Default or Event of Default (each as defined in Article 10 hereof) and, since the Balance Sheet Date, there shall have been no material adverse change in the Condition of the Companies.

(d)            No Restraining Action . No action or proceeding before any court, governmental body or agency shall have been threatened, asserted or instituted to restrain or prohibit, or to obtain substantial damages in respect of, this Agreement or the carrying out of the transactions contemplated hereby.
 
(e)            Supporting Documents . RTG shall have received the following:

(i)           Copies of resolutions of the respective Boards of Directors of the Company and CLOUD CHANNEL and of the majority stockholder of the Company, each certified by the Secretary of CLOUD CHANNEL or the Company (as appropriate), authorizing and approving the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered pursuant hereto;

(ii)           A Certificate of incumbency executed by the Secretary of each of CLOUD CHANNEL and the Company certifying the names, titles and signatures of the officers authorized to execute any documents referred to in this Agreement and further certifying that the respective Organizational Documents of CLOUD CHANNEL and the Company delivered to RTG at the time of the execution of this Agreement have been validly adopted, are in full force and effect and have not been amended, modified, restated or superseded;

(iii)           Evidence as of a recent date of the good standing and corporate existence of CLOUD CHANNEL and each of the Companies issued by the relevant authorities acceptable to counsel for RTG and evidence that CLOUD CHANNEL and each of the Companies are qualified to transact business as foreign corporations and are in good standing in each state of the United States and in each other jurisdiction where the character of the properties owned or leased by them or the nature of their activities makes such qualification necessary; and

(iv)           Such additional supporting documentation and other information with respect to the transactions contemplated hereby as RTG may reasonably request.

(g)            Proceedings and Documents . All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be reasonably satisfactory in form and substance to RTG. CLOUD CHANNEL and the Company shall furnish to RTG such supporting documentation and evidence of the satisfaction of any or all of the conditions precedent specified in this Section 7.2 as RTG or its counsel may reasonably request.

(I)            Completion of Due Diligence Review . RTG shall have satisfactorily completed its due diligence review of CLOUD CHANNEL and the Companies.

(j)            Consulting Agreement . RTG shall have executed and delivered a Consulting Agreement, substantially in the form annexed hereto as Exhibit E .
 
 
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(k)            Business Plan . CLOUD CHANNEL and the Company shall have delivered to RTG a three-year business plan for RTG’s activities following the Closing.

(l)            Investor Relations Firm . The Company shall have caused RTG to have engaged an investor relations firm reasonably satisfactory to RTG to provide services to RTG following the Closing.

(n)            Completion of Audits . The Company shall have available audited consolidated financial statements prepared in accordance with US GAAP for each of their past three full fiscal years.

(o)            Compliance with Exchange Act . RTG shall be in material compliance with its obligations under the Exchange Act.

7.3            Conditions to CLOUD CHANNEL’ and the Company’s Obligations . The obligations of CLOUD CHANNEL and the Company under this Agreement are subject to the fulfillment, at or prior to the Closing, of the conditions precedent specified in paragraph (e) of Section 7.2 hereof, and the following additional conditions:

(a)             No Errors, etc. The representations and warranties of RTG under this Agreement shall be deemed to have been made again on the Closing Date and shall then be true and correct in all material respects.

(b)             Compliance with Agreement . RTG shall have performed and complied with in all material respects all agreements and conditions required by this Agreement to be performed or complied with by it on or before the Closing Date.

(c)             No Default or Adverse Change . There shall not exist on the Closing Date any Default or Event of Default or any event or condition, that with the giving of notice or lapse of time, or both, would constitute a Default or Event of Default and, since the RTG Balance Sheet Date, there shall have been no material adverse change in the Condition of RTG.

(d)             Supporting Documents . CLOUD CHANNEL and the Company shall have received the following:

(i)           Copies of resolutions of RTG’s Board of Directors and stockholders, certified by its Secretary, authorizing and approving, to the extent applicable, the execution, delivery and performance of this Agreement and all other documents and instruments to be delivered by them pursuant hereto and thereto;

(ii)           A certificate of incumbency executed by the Secretary of RTG certifying the names, titles and signatures of the officers authorized to execute the documents referred to in this Agreement and further certifying that the Certificates of Incorporation and By-laws of RTG appended thereto are in full force and effect and have not been amended, modified restated or superseded;

(iv)           Evidence as of a recent date of the good standing and corporate existence of each of issued by the Companies House.

(v)           Such additional supporting documentation and other information with respect to the transactions contemplated hereby as CLOUD CHANNEL and the Company may reasonably request.

(e)             Proceedings and Documents . All corporate and other proceedings and actions taken in connection with the transactions contemplated hereby and all certificates, opinions, agreements, instruments and documents mentioned herein or incident to any such transactions shall be reasonably satisfactory in form and substance to CLOUD CHANNEL.
 
 
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(f)             Completion of Due Diligence Review . CLOUD CHANNEL and the Company shall have satisfactorily completed their due diligence review of RTG.

7.4            Conditions  immediately antecedent to Closing , Dominic Hawes-Farley is owed the amount of $75,000.00. This will be recorded as a liability to RTG on Closing.
 
ARTICLE 8
TERMINATION PRIOR TO CLOSING.

8.1            Termination of Agreement . This Agreement may be terminated at any time prior to the Closing:

(a)           By the mutual written consent of CLOUD CHANNEL, the Company and RTG;
 
ARTICLE 9
INDEMNIFICATION AND RELATED MATTERS

9.1            Indemnification by RTG . Subject to Section 9.5 , RTG shall indemnify and hold harmless CLOUD CHANNEL, the Company and their respective officers, directors, employees, agents, representatives, consultants, attorneys, successors, transferors and assigns (collectively, the " Company Group ") from and against any and all damages, claims, losses, liabilities, fines, penalties and expenses including, without limitation, reasonable attorneys’ fees, accounting and other expenses to investigate, defend or mitigate any of the foregoing (collectively, “ Losses ”) asserted against or incurred or sustained by any or all of the Company Group arising out of: (i) any breach of any covenant or agreement of RTG contained in this Agreement; (ii) any breach of any of the warranties or representations set forth in Article 3 hereof; and (iii) the operations of RTG prior to the Closing, to the extent such operations involve or result in violations of or noncompliance with any self-regulatory organization's rules and regulations or any foreign, Federal, state or local law, ordinance, regulation or rule relating to the conduct of such operations.

9.2            Indemnification by CLOUD CHANNEL and the Company . Subject to Section 9.5 , CLOUD CHANNEL and the Company shall jointly and severally indemnify and hold harmless RTG and its officers, directors, employees, agents, representatives, consultants, attorneys, successors, stockholders, transferors and assigns (the “ RTG Group ”) from and against any and all Losses asserted against or incurred or sustained by any or all of the RTG Group arising out of: (i) any breach of any covenant or agreement of CLOUD CHANNEL or the Company contained in this Agreement; (ii) any breach of any of the warranties or representations set forth in Article 2 hereof; (iii) any litigation, action, claim, proceeding or investigation by any third party relating to or arising out of the business, operations or actions of CLOUD CHANNEL or any of the Companies prior to the Closing, to the extent such business, operations or actions involve or result in violations of or noncompliance with any self-regulatory organization's rules and regulations or any applicable foreign, Federal, state or local law, ordinance, regulation or rule; (iv) all taxes (including, without limitation, income, payroll, ad valorem real and personal property, gross receipts, sales, use, franchise and stamp taxes) imposed by any Federal, state or local government or other taxing authority in the United States or any foreign government or subdivision or taxing authority thereof, together with any interest or penalties thereon, which arise from or relate to consummation of the transactions contemplated hereby or the operations of CLOUD CHANNEL and the Company prior to the Closing (collectively, " Taxes ");
 
 
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9.3            Indemnification Procedure .

(a)           Upon obtaining knowledge thereof, a person who may be entitled to indemnification hereunder (the " Indemnitee ") shall promptly give the Party who may be obligated to provide such indemnification (the " Indemnitor ") written notice of any Losses which the Indemnitee has determined has given or could give rise to a claim for indemnification hereunder (a " Notice of Claim "). A Notice of Claim shall specify in reasonable detail the nature and all known particulars related to a Loss. The Indemnitor shall perform its obligations hereunder with respect to a Loss described in a Notice of Claim within 30 days after the Indemnitor shall have received such Notice of Claim; provided, however , that such obligations shall be suspended so long as the Indemnitor is in good faith defending, contesting or otherwise opposing pursuant to paragraph (b) a Loss which constitutes a claim, demand, suit, action or proceeding described in paragraph (b).

(b)           With respect to a Loss which constitutes a third-party claim, demand, suit, action or proceeding and which is the subject of a Notice of Claim, the Indemnitor shall, in good faith and at its own expense, defend, contest or otherwise oppose such claim, demand, suit, action or proceeding with legal counsel selected by it. The Indemnitee shall have the right, but not the obligation, to participate, at its own expense, in the defense, contest or other opposition thereof through legal counsel selected by it and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims which it may have. So long as the Indemnitor is, in good faith, defending, contesting or otherwise opposing such claim, demand, suit, action or proceeding, the Indemnitee shall (i) at all times cooperate, at its own expense, in all reasonable ways with, make its relevant files and records available for inspection and copying by, make its employees reasonably available to and otherwise render reasonable assistance to the Indemnitor upon request; and (ii) not compromise or settle such claim, demand, suit, action or proceeding without the prior written consent of the Indemnitor. If the Indemnitor fails to so defend, contest or otherwise oppose such claim, demand, suit, action or proceeding, the Indemnitee shall have the right, but not the obligation, to defend, contest or otherwise oppose, to assert cross-claims or counterclaims with respect to and to compromise and settle such claim, demand, suit, action or proceeding without affecting, impairing or limiting any indemnification to which the Indemnitee is entitled hereunder. If the Indemnitee is entitled to indemnification hereunder with respect to such claim, demand, suit, action or proceeding, the Indemnitor shall also indemnify the Indemnitee for all of the legal fees and expenses reasonably and actually incurred in connection with the defense, contest or other opposition of such claim, demand, suit, action or proceeding pursuant to the immediately preceding sentence.

9.4            Subrogation. Any Indemnitor hereunder shall be subrogated to the rights of the Indemnitee with respect to any claims, suits or demands for which the Indemnitor has indemnified the Indemnitee.

9.5            Survival . All representations, warranties, covenants and agreements contained in this Agreement or in any certificate delivered pursuant to this Agreement shall survive the Closing for a period of one year.
 
ARTICLE 10
DEFINITIONS.

Unless the context otherwise requires, the terms defined in this Article 10 shall have the meanings herein specified for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined.
 
 
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10.1           “ Affiliate ” shall mean any Person that directly or indirectly controls, is controlled by, or is under common control with, the indicated Person.

10.2           “ Agreement ” shall mean this Agreement.

10.3           “ Balance Sheets ” and “ Balance Sheet Date ” shall have the meanings assigned to such terms in Section 2.10 hereof.

10.4           [Intentionally Left Blank]

10.5           [Intentionally Left Blank]

10.6           “ Closing ” and “ Closing Date ” shall have the meanings assigned to such terms in Section 11 hereof.

10.7           “ Code ” shall mean the Internal Revenue Code of 1986, as amended.

10.8           “ Commission ” or “ SEC ” shall mean the United States Securities and Exchange Commission.

10.10           [Intentionally Left Blank]

10.11           [Intentionally Left Blank]

10.12           “ Condition of the Companies ” shall have the meaning assigned to it in Section 2.2 hereof.

10.13           “ Condition of RTG ” shall have the meaning assigned to it in Section 3.11 hereof.

10.14           [Intentionally Left Blank]

10.15           [Intentionally Left Blank]

10.16           “ Environmental Laws ” means the UK Environmental Laws.

10.17           “ ERISA ” shall mean the Employee Retirement Income Securities Act of 1974, as amended.

10.18           “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

10.19           “ GAAP ” shall mean generally accepted accounting principles in the United States, as in effect from time to time.

10.20           “ Hazardous Material ” means any substance or material meeting any one or more of the following criteria: (a) it is or contains a substance designated as or meeting the characteristics of a hazardous waste, hazardous substance, hazardous material, pollutant, contaminant or toxic substance under any Environmental Law; (b) its presence at some quantity requires investigation, notification or remediation under any Environmental Law; or (c) it contains, without limiting the foregoing, asbestos, polychlorinated biphenyls, petroleum hydrocarbons, petroleum derived substances or waste, pesticides, herbicides, crude oil or any fraction thereof, nuclear fuel, natural gas or synthetic gas.

10.21           “ knowledge ” and “ know ” means, when referring to any person or entity, the actual knowledge of such person or entity of a particular matter or fact, and what that person or entity would have reasonably known after due inquiry. An entity will be deemed to have “knowledge” of a particular fact or other matter if any individual who is serving, or who has served, as an executive officer of such entity has actual “knowledge” of such fact or other matter, or had actual “knowledge” during the time of such service of such fact or other matter, or would have had “knowledge” of such particular fact or matter after due inquiry.
 
 
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10.22           [Intentionally Left Blank]

10.23           “ Lien ” shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind, including, without limitation, any conditional sale or other title retention agreement, any lease in the nature thereof and the filing of or agreement to give any financing statement under the Uniform Commercial Code of any jurisdiction and including any lien or charge arising by statute or other law.

10.24           “ RTG ” shall mean RTG Ventures, Inc., a Florida corporation.

10.25           “ RTG Balance Sheet Date ” shall have the meaning assigned to it in Section 3.10 hereof.

10.26           “ RTG Common Stock ” shall mean the common stock, $0.001 par value per share, of RTG.

10.27           “ RTG Financial Statements ” shall have the meaning assigned to it in Section 3.6 hereof.

10.28           “ RTG SEC Documents ” shall have the meaning assigned to it in Section 3.5 hereof.

10.29           “ Permitted Liens ” shall mean (a) Liens for taxes and assessments or governmental charges or levies not at the time due or in respect of which the validity thereof shall currently be contested in good faith by appropriate proceedings; (b) Liens in respect of pledges or deposits under workmen’s compensation laws or similar legislation, carriers’, warehousemen’s, mechanics’, laborers’ and materialmens’ and similar Liens, if the obligations secured by such Liens are not then delinquent or are being contested in good faith by appropriate proceedings; and (c) Liens incidental to the conduct of the business of the Company that were not incurred in connection with the borrowing of money or the obtaining of advances or credits and which do not in the aggregate materially detract from the value of its property or materially impair the use made thereof by the Company in its business.

10.30           “ Person ” shall include all natural persons, corporations, business trusts, associations, limited liability Company, partnerships, joint ventures and other entities and governments and agencies and political subdivisions.

10.31            Securities Act shall mean the United States Securities Act of 1933, as amended.

10.32           “ Tax ” or “ Taxes ” shall mean (i) any and all taxes, assessments, customs, duties, levies, fees, tariffs, imposts, deficiencies and other governmental charges of any kind whatsoever (including, but not limited to, taxes on or with respect to net or gross income, franchise, profits, gross receipts, capital, sales, use, ad valorem , value added, transfer, real property transfer, transfer gains, transfer taxes, inventory, capital stock, license, payroll, employment, social security, unemployment, severance, occupation, real or personal property, estimated taxes, rent, excise, occupancy, recordation, bulk transfer, intangibles, alternative minimum, doing business, withholding and stamp), together with any interest thereon, penalties, fines, damages costs, fees, additions to tax or additional amounts with respect thereto, imposed by the United States (Federal, state or local) the United Kingdom or other applicable foreign jurisdiction; (ii) any liability for the payment of any amounts described in clause (i) as a result of being a member of an affiliated, consolidated, combined, unitary or similar group or as a result of transferor or successor liability, including, without limitation, by reason of Regulation section 1.1502-6; and (iii) any liability for the payments of any amounts as a result of being a party to any Tax sharing agreement or as a result of any express or implied obligation to indemnify any other Person with respect to the payment of any amounts of the type described in clause (i) or (ii).
 
 
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10.33           “ Tax Return ” shall include all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be filed with or supplied to a Tax authority relating to Taxes.

ARTICLE 11
MISCELLANEOUS.

11.1            Survival of Representations and Warranties . The representations and warranties of the parties made in Articles 2 and 3 of this Agreement (including the Schedules hereto, which are hereby incorporated by reference) shall survive for a period of one year following the Closing Date; provided , that this Section 11.1 shall not limit any claim described in Section 9.2(iv) or any claim in any way based upon any certificate, opinion, covenant or agreement which by its terms is relied upon by a party or contemplates performance after the Closing or pursuant to any other certificate, statement or agreement or any claim for fraud.

11.2            Amendment . This Agreement may be amended or modified at any time in all respects by an instrument in writing executed by the parties hereto.

11.3            Notices . Any notice, request or other communication hereunder shall be given in writing and shall be deemed given when delivered personally or by facsimile transmission, telegraph, telex or electronic mail with printed receipt, or two business days after being sent by overnight delivery or five business days after sent certified mail, postage pre-paid and receipt requested, in each case addressed as follows:
 
Vika Corp.
If to RTG:

RTG Ventures, Inc.
c/o David E. Price, Esq.
13520 Oriental St
Rockville, Md 20853
(202) 536-5191
 
With a copy to:
Law offices of David E. Price, Esq.
13520 Oriental St
Rockville, Md 20853
1 (202) 536-5191

If to CLOUD CHANNEL or the Company:

R Ward
Partner
Brebners
The Quadrangle
180 Wardour St
London
W1F 8LB
 
 
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With a copy to:
Dominic Hawes-Fairley
25 Twilley Street
London SW18 4NU
England
By email:dom@cloudchannel.co.uk

Or at such other addresses as the Parties may instruct by notice given pursuant to this Section 11.3 .

11.4            Entire Agreement . This Agreement, including the schedules and exhibits attached hereto and other documents referred to herein, contains the entire understanding of the parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior agreements and undertakings between the parties with respect to such subject matter.

11.5            Expenses . Except as otherwise provided herein, each party shall bear and pay all of the legal, accounting and other expenses incurred by it in connection with the transactions contemplated by this Agreement.

11.6            Dispute Resolution . The Parties agree to attempt initially to solve all claims, disputes or controversies arising under, out of or in connection with this Agreement by conducting good faith negotiations. If the Parties are unable to settle the matter between themselves, the matter shall thereafter be resolved by alternative dispute resolution, starting with mediation and including, if necessary, a final and binding arbitration. Whenever a Party shall decide to institute arbitration proceedings, it shall give written notice to that effect to the other Party. The Party giving such notice shall refrain from instituting the arbitration proceedings for a period of sixty (60) days following such notice. During such period, the Parties shall make good faith efforts to amicably resolve the dispute without arbitration. Any arbitration hereunder shall be conducted under the rules of the American Arbitration Association. Each such arbitration shall be conducted by a panel of three arbitrators: one arbitrator shall be appointed by each of RTG and CLOUD CHANNEL and the third shall be appointed by the American Arbitration Association. Any such arbitration shall be held in New York, New York. The arbitrators shall have the authority to grant specific performance. Judgment upon the award so rendered may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based on such claim, dispute or other matter in question would be barred under this Agreement or by the applicable statute of limitations. The prevailing party in any such arbitration shall be entitled to recover from the other party, in addition to any other remedies, all reasonable costs, attorneys’ fees and other expenses incurred by such prevailing par

11.7            Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

11.8            Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs and assigns; provided, however , that no party shall directly or indirectly transfer or assign any of its rights hereunder in whole or in part without the written consent of the others, which may be withheld in their sole discretion and any such transfer or assignment without said consent shall be void.

11.9            Counterparts . This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument.
 
 
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11.10          Recitals, Schedules and Exhibits . The Recitals, Schedules and Exhibits to this Agreement are incorporated herein and, by this reference, made apart hereof as if fully set forth herein.
 
11.11          Section Headings and Gender . The Section headings used herein are inserted for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other genders, whether used in the masculine, feminine or neuter gender, and the singular shall include the plural, and vice versa, whenever and as often as may be appropriate.
 
11.12         Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be binding and effective as of the day and year first above written.
 
RTG:
RTG VENTURES, INC.
       
         
By: /s/
   
 
 
Name: Linda Perry
Title: Chief Executive Officer
   
 
 
 
CLOUD CHANNEL:
       
         
By: /s/
   
 
 
Name: Dominic Hawes-Farley
Title: Director
   
 
 
 
 
Exhibit 10.2
 
 
RESOLUTION OF
 
THE BOARD OF DIRECTORS
 
OF
 
RTG VENTURES  INC

The following is a true copy of the resolution duly adopted by the Board of Directors of this Corporation at a special meeting, notice to this meeting having been waived, held by telephone on  MARCH 30 th , 2010.
 
The Board of Directors who were present for this meeting & took active part therein were:

LINDA PERRY

BARRINGTON J. FLUDGATE

WHEREAS there has been presented to and considered by this meeting a Motion to Rescind previous Agreements;
 
WHEREAS, on March 20 th , 2007 RTG Ventures entered into a propose Share Exchange Agreement with Atlantic Network Holdings Limited, ("ANHL"), and New Media Television (Europe) Limited,  (“NMTV"), and certain outside shareholders of NMTV;
 
WHEREAS ; Atlantic Network Holdings Limited, ("ANHL"), and New Media Television (Europe) Limited,  (“NMTV"), and certain outside shareholders of NMTV failed to perform as obligated, RTG Ventures Amended said previous Agreement on December 21, 2007, allowing the obligor to perform;
 
WHEREAS Atlantic Network Holdings Limited, ("ANHL"), and New Media Television (Europe) Limited,  (“NMTV"), and certain outside shareholders of NMTV yet again failed to perform within the (then) extended time frame, RTG Ventures yet again on September 8 th , 2008 Amended the Agreement allowing further time for the obligor’s performance
 
WHEREAS Atlantic Network Holdings Limited, ("ANHL"), and New Media Television (Europe) Limited,  (“NMTV"), and certain outside shareholders of NMTV yet again failed to perform within the (then 2 nd ) extended time frame, RTG Ventures yet again issued a final amendment extension on January 20, 2010 which set a closing date of the Agreement at March 31, 2010. This final amendment was not only the last extension, it also modified ANHL's position from 75% of the company to a maximum of 10% providing they delivered New Media Television (Europe) Limited ( as specified in the Agreement) in a clean, unencumbered state. This they failed to do.
 
WHEREAS  Atlantic Network Holdings Limited, ("ANHL"), and New Media Television (Europe) Limited,  (“NMTV"), and certain outside shareholders of NMTV has wholly defaulted on their commitments and obligations with our Company, and in prudent protection of our investor’s rights, the Board has unanimously voted to RESCIND nunc pro tunc all previous agreements with Atlantic Network Holdings Limited, ("ANHL"), and New Media Television (Europe) Limited,  (“NMTV"), and certain outside shareholders of NMTV, the parties having no further bonds or obligations between them.
 
 
1

 

NOW THEREFORE BE IT RESOLVED that the corporation having considered this matter, has opened the floor to all those who voice a preference in the issue, has decided unanimously and RESOLVED that:

ALL previous agreements, obligations and commitments between the companies are now hereby RECSINDED nunc pro tunc leaving the companies in a state of equipoise as was prior to the first Agreement signed between them.

Said Motion is hereby passed and the corporate books, records and the secretary shall file this Resolution in the corporate records.
 
DATED: March 30 th , 2010        
         
/s/ Barrington J Fludgate
   
 
 
Barrington J Fludgate, Secretary
   
 
 
 
Exhibit 10.3
 
 
SHARE PURCHASE AGREEMENT

PRIVATE & CONFIDENTIAL

The Directors
Bitemark MC Limited
67 High Street
Chobham
Surrey
GU24 8AF
26 March 2010
Dear Sirs

OFFER TO PURCHASE SHARES

We are pleased to offer to purchase shares in Bitemark MC Limited (the "Company") on the terms and conditions set out below.

1. Shares to be purchased, price to be paid and option

 
1.1
All of the issued and outstanding shares of Bitemark MC Limited (2000 shares) are to be purchased and transferred to Cloud Channel Limited, (“CCL” or the “Purchaser”) whose registered offices is at the Quadrangle 180 Wardour St London W1F 8LB.
 
1.2
The Company has provided a statement of assets and profits for12 months ending 30 March 2011, from which a notional valuation has been calculated (see Appendix 4). The Company will be allocated Convertible Preferred Shares of RTG Ventures Inc (“RTGV”), a US public company with offices at 185 Madison Avenue, New York, NY10016, which will be held by RTGV's transfer agent. The Company will be revalued, applying the same formula as the notional valuation using the Company's results as at March 31, 2011 (the "Final Valuation"). The average share price of RTGV for the month of March 2011 is also calculated (the "Conversion Price"). This Conversion Price is then divided into the Final Valuation to obtain the number of Common shares to be issues to the shareholders of the Company, subject to the limitations in Appendix 4. RTGV's transfer agent will transfer the Common shares to the Company's shareholders on a pro rata basis according to the schedule in Appendix 5.
 
 
1

 
 
 
1.3
All shares will be transferred by stock transfer form together with the rights to all dividends and distributions declared or paid since the date dividends were last declared or paid to existing shareholders. The Company and RTGV warrants that the shares will be transferred free of all liens charges options and encumbrances. The Directors of the Company warrant that the shares shown in 1.1 comprise all the shares in the capital of the Company at the date hereof including those under option and that there are no other agreements that will require the Company to issue further shares.
 
1.4
The Directors confirm that:
 
(a)
they will not intentionally do anything which will adversely affect the value, reputation or prospects of the Company;
 
(b)
Save as disclosed in Appendix 2 none of them are (or will be at when the shares are transferred) owed any money by the Company;
 
(c)
none of them have any claims to the assets (including intellectual property) used in the business of the Company and they warrant that no other claims can be made by any other party;
 
(d)
they waive irrevocably all or any pre-emption rights they may have pursuant to the Company’s articles of association or to any other agreement relating to the shares, so as to enable the sale of the shares to us to proceed free of any such pre-emption rights;
 
(e)
they shall not, except in the ordinary course of business and with the execution of a non- disclosure agreement, during or within 24 months after completion of this agreement divulge to any person whatever or otherwise make use of and shall use their best endeavours to prevent the publication of any trade secret or secret manufacturing process or any confidential information concerning the business of the Company.
 
2. Warranties
 
 
 
The Company and the directors agree to provide the warranties as set out in Appendix 1 subject to any matters fairly disclosed in Appendix 2.
 
 
2

 

3. Closing

 
The Closing will take place simultaneously with the closing of the purchase of CCL by RTGV, this is expected to occur on March 31, 2010.

  4. Information and publicity

By accepting this offer you authorise us to consult with the Company's bankers and professional advisers as to the affairs of the Company. Any press release or other media communication in relation to our investment is to be agreed with us. All parties to this share purchase agreement confirm that they will keep confidential this letter and will only disclose information relating to this letter to each other, to their professional advisers or in accordance with statutory or regulatory requirements.

  5. Costs and expenses

Each party will pay their own costs and expenses incurred in completing this offer.

6. Acceptance and Signing

 
6.1
The offer will be accepted by signing and returning a copy of this agreement to CCL. The agreement will be legally binding from the time we receive the acceptance.
 
6.2
The Company will ensure this letter is not distributed by it in any manner that will breach securities or financial services’ laws.
 
6.3
This share purchase agreement may be executed by the parties on separate copies; each copy of which when so executed and delivered shall be an original, but all the copies shall together constitute one and the same agreement.
 
6.4
Completion shall take place when we are satisfied with the conditions set out in Appendix 2.
 
6.5
The law of England shall apply to this contract and the parties submit to the exclusive jurisdiction of the English courts.
 
 
3

 
 
Yours faithfully
For Cloud Channel Limited
     
For RTG Ventures Inc.
 
         
 
   
 
 
Dominic Hawes-Fairley  
   
Linda Perry
 
 
Agreed by the Directors of Bitemark MC Limited on 26 March 2010      
         
 
   
 
 
Nichola Fairley, Director, Bitemark MC Limited
   
 
 
 
 
4

 
 
APPENDIX 1

Part 1: Trading history and forecasts

The Company and each Director jointly and severally warrants to us as set out below.
Accounts
 
1.1
The Company has traded since 2001 and the accounts are in Appendix 6.
 
1.2
There has been disclosed to us in writing all:
 
o
commitments of an onerous nature
 
o
known and foreseeable liabilities whether present or contingent
 
o
litigation (including litigation known to be threatened)
 
o
unusual or non-recurring items affecting the financial position
 
o
debts known to be bad or doubtful
 
o
dividends or other similar distributions paid or proposed
 
o
Directors' salary, pension and other emoluments
 
o
obsolete stock
 
o
general accounting provisions or revaluations
 
1.3
The Company has disclosed to us:
 
o
any directors' service contracts
 
o
its share capital (authorised, issued and under option)
 
o
details of employees, consultants and agents
 
 
1.4
Subsidiaries
The Company has no subsidiaries.

 
1.5
Insurances
The Company has current commercial insurance cover

 
1.6
Customers
To the best of the knowledge and belief of the Company and each of the Directors, the Company's relationship with its customers and suppliers has not been adversely affected by the conduct of its officers and employees.

 
1.7
Payments
No irregular payments or capital commitments have been made by the Company in the past 12 months other than disclosed in Appendix 2.
 
 
5

 
 
 
1.8
Intellectual Property
All patents, copyrights, trademarks, industrial designs, know how and other intellectual property rights required for the Company to carry on its current or currently proposed business are vested absolutely in the Company and none of such rights are owned by any of the Vendors or employees of the Company or any third party.

 
1.9
Information supplied
The written information supplied to us by the Company and by and the Directors in connection with our purchase were and remain accurate in all material respects. Copies are attached in appendix 3.

 
1.10
The Company and the Directors do not know of anything which makes the written information given to us misleading.

 
1.11
The Company and the Directors know of nothing which materially adversely affects the financial or trading prospects of the Company.

 
1.12
There are no facts known to the Company or the Directors which have not been disclosed to us which might if disclosed reasonably affect the decision of a prudent investor whether or not to invest in the Company.

Part 2: Directors' personal interests
 
2.1
Save as disclosed in appendix 5, each of the Directors warrants, on his or her own account only, that he/she:
 
(a)
has no business interests except for shareholdings in the Company or in companies quoted on a recognised investment exchange that will compete with the Company’s products and services;
 
(b)
has never been:
 
(i)
convicted of a criminal offence (except any road traffic offence not punished by a custodial sentence);
 
(ii)
disqualified from being a company director.
 
2.2
Each of the Directors warrants, on his or her own account only, that neither he/she nor anyone with whom he/she is connected have any contract (except any service contract which has been disclosed to us) with the Company, nor own any property used by the Company.
 
 
6

 
 
Part 3: Taxation

Except to the extent that provision is made in the latest audited accounts of the Company and save for ordinary corporation tax and value added tax liabilities arising from trading in the ordinary course of business since the date to which the latest  accounts were made up each Director jointly and severally warrant to us on a full indemnity basis that the Company is not and will not be under any claim, demand or assessment by or on behalf of the Inland Revenue, Customs and Excise, or other similar governmental or statutory authority which causes any depletion of or diminution in the assets of the Company by reason of taxation (including, but without prejudice to the generality, the disallowance of relief from taxation given or due to the Company and the non-payment by the Company of any taxation assessed, charged or recovered on or from the Company) as a result of or by reference to any event, transaction, shortfall in distribution, omission or any other matter or thing in respect of all periods ending on or prior to the date hereof whether alone or in conjunction with other circumstances and whether chargeable against or attributable to any other person, firm or company.

Part 4: Limitations on claims under Warranties

 
4.1
The following time and financial limits will apply to claims under the warranties but only if the claim, or the delay in discovering it, does not result from the fraud, wilful misconduct or wilful concealment by the Company or Director:
 
4.1.1
The total liability for all claims for breach of the warranties is limited to the value of the purchase price of the shares:
 
4.1.2
We may not claim for breach of the warranties unless the total amount of all claims exceeds £10,000 but may then claim the whole amount and not just the excess over £10,000 .
 
4.1.3
We may not claim against a Director unless we have given him and the Company reasonable details of the claim (on the basis of the facts then known to us) within six months of receiving the audited accounts of the Company for the end of the second financial year occurring after the purchase price is paid.
 
4.1.4
We may not claim against a Director in respect of matters properly disclosed against the Warranties.
The warranties shall be deemed to be given immediately before the purchase price is paid.
 
 
7

 

APPENDIX 2
Irregular Payments and Capital Commitments

1.
Bitemark MC Limited has a factoring agreement with Bibby Factors Limited who have lien over the debtor book.  The contract is current;y due for renewal.

 
8

 
 
APPENDIX 3
The Completion shall occur when we are satisfied:
Bank
 
1.1
with the Company's bank facilities and the terms on which they are available;
Financial information
 
1.2
the Company's Balance Sheet as at 3 March 2010;
 
1.3
with the Company's financial position, and level of trading, immediately before completion;
 
1.4
with the results of any enquiries made by our accountants;
Business plan
 
1.5
with the Company's business plan;
Directors and employees
 
1.6
with a schedule showing the employees’ and Directors' salary, pension and other emoluments;
 
1.7
with CVs of all Directors;
 
1.8
with the terms of any director's service contract;
Legal due diligence
 
1.9
with the Company's solicitor's certificate confirming the authorised and issued share capital, the identity of the directors and shareholders and their shareholding;
 
1.10
with the Company's memorandum and articles of association;
 
1.11
with the result of a Companies Registry search against the Company immediately before completion;
 
1.12
with any disclosures against the warranties;
 
1.13
with the unqualified acceptance of this offer by the Company and the Directors.
 
1.14
that any necessary class or other consents have been obtained, and pre-emption rights have been waived and the Directors have approved the registration in the books of the company of the share transfers to us;
 
1.16
with our share certificate to be issued;
 
1.17
with a deed of tax indemnity from the Company and Directors in respect of claims and liabilities under the tax warranty;
 
1.18
with the terms on which the Company occupies its trading premises;

2.
On the Completion the Company shall deliver or cause to be delivered to us:
 
2.1
duly executed stock transfer forms in respect of all the shares issued together with all share certificates (such stock transfer forms to be in our favour or our nominees) together with such waivers, consents, or other documents as we may require to enable us or our nominees to be registered as the holders of the shares free from all liens, charges, options, equities, encumbrances and other adverse rights whatsoever;
 
 
9

 
 
 
2.2
such other documents relating to the Company as we shall reasonably require.

3.
On or before the Completion the Directors shall also procure the holding of a meeting of the directors of the Company at which:
 
3.1
the directors shall (subject to stamping) approve of the transfers to us (or our nominees) of the shares;
 
3.2
the directors shall appoint two persons as we shall nominate as additional directors of the Company;
 
3.3
the directors shall pass any other resolutions reasonably requested by us necessary to complete this share purchase and register our interest in the share capital of the Company.
 
4.
Following such board meeting the Company shall procure that a certified copy of the board minute is handed to us.
 
 
10

 
 
APPENDIX 4
 
The Company's valuation has been based on the following criteria.
 
Assets
Basis
Unit value
Mar 2011
Asset value
   
£277,000
Customers
396
£150
£59,400
Mantric brand
1
£40,000
£40,000
Cupidology brand
1
£10,000
£10,000
Beyondage brand
1
£5,000
£5,000
Sysil Patent
1
£20,000
£20,000
Kama Sutra contract
1
£15,000
£15,000
JJK Contract
1
£10,000
£10,000
SweetSpot contract
1
£5,000
£5,000
Profit
2
 
£288,000
IT systems
1
£40,000
£40,000
Total value
   
£769,400
 
1.
If the total valutaion is achieved, the Final Valuation will be £769,400

2.
If valuation above forecast then the Final Valuation will increase up to a maximum of 25% increase in the Final Valuation i.e. if valuation is 10% above forecast then the Final Valuation will increase by 10%.

3.
Similarly, if valuation is below forecast then the Final Valuation will be decreased by up to 25% maximum reduction.
 
 
11

 
 
Appendix 5

 
Register of shareholders in the Company
 
Please see attached sheets.
 
Exhibit 10.4
 
 
SHARE PURCHASE AGREEMENT

PRIVATE & CONFIDENTIAL

The Directors
Stylar Limited
70 South Street
Lancing
West Sussex
BN15 8AJ
26 March 2010
Dear Sirs

OFFER TO PURCHASE SHARES

We are pleased to offer to purchase shares in Stylar Limited (the "Company") on the terms and conditions set out below.

1. Shares to be purchased, price to be paid and option

 
1.1
All of the issued and outstanding shares of Stylar Limited (1 share) are to be purchased and transferred to Cloud Channel Limited, (“CCL” or the “Purchaser”) whose registered offices is at the Quadrangle 180 Wardour St London W1F 8LB.
 
1.2
The Company has forecast net profit for the 12 months ending 30 March 2011, from which a notional valuation has been calculated (see Appendix 4). The Company will be allocated Convertible Preferred Shares of RTG Ventures Inc (“RTGV”), a US public company with offices at 185 Madison Avenue, New York, NY10016, which will be held by RTGV's transfer agent. The Company will be revalued, applying the same formula as the notional valuation using the Company's results as at March 31, 2011 (the "Final Valuation"). The average share price of RTGV for the month of March 2011 is also calculated (the "Conversion Price"). This Conversion Price is then divided into the Final Valuation to obtain the number of Common shares to be issues to the shareholders of the Company, subject to the limitations in Appendix 4. RTGV's transfer agent will transfer the Common shares to the Company's shareholders on a pro rata basis according to the schedule in Appendix 5.
 
 
1

 
 
 
1.3
The exchange rate used to convert the GBP valuation into USD valuation will be the exchange rate quoted in the Financial Times on the day prior to conversion.
 
1.4
The Company's results for the 12 month period ending March 31, 2011 will be prepared on the same basis (save where the requirements of UK GAAP require a change in preparation of the accounts) as the Company's accounts for the 12 month period ending March 31, 2010.
 
1.5
All shares will be transferred by stock transfer form together with the rights to all dividends and distributions declared or paid since the date dividends were last declared or paid to existing shareholders. The Company and RTGV warrants that the shares will be transferred free of all liens charges options and encumbrances. The Directors of the Company warrant that the shares shown in 1.1 comprise all the shares in the capital of the Company at the date hereof including those under option and that there are no other agreements that will require the Company to issue further shares.
 
1.6
The Directors confirm that:
 
(a)
they will not intentionally do anything which will adversely affect the value, reputation or prospects of the Company;
 
(b)
Save as disclosed in Appendix 2 none of them are (or will be at when the shares are transferred) owed any money by the Company other than normal salary payments;
 
(c)
none of them have any claims to the assets (including intellectual property) used in the business of the Company and they warrant that no other claims can be made by any other party;
 
(d)
they waive irrevocably all or any pre-emption rights they may have pursuant to the Company’s articles of association or to any other agreement relating to the shares, so as to enable the sale of the shares to us to proceed free of any such pre-emption rights;
 
(e)
they shall not, except in the ordinary course of business and with the execution of a non- disclosure agreement, during or within 24 months after completion of this agreement divulge to any person whatever or otherwise make use of and shall use their best endeavours to prevent the publication of any trade secret or secret manufacturing process or any confidential information concerning the business of the Company.
 
 
2

 

  2. Warranties
 
 
The Company and the directors agree to provide the warranties as set out in Appendix 1 subject to any matters fairly disclosed in Appendix 2.

3. Closing

 
The Closing will take place simultaneously with the closing of the purchase of CCL by RTGV, this is expected to occur on March 31, 2010.

4. Information and publicity

By accepting this offer you authorise us to consult with the Company's bankers and professional advisers as to the affairs of the Company. Any press release or other media communication in relation to our investment is to be agreed with us. All parties to this share purchase agreement confirm that they will keep confidential this letter and will only disclose information relating to this letter to each other, to their professional advisers or in accordance with statutory or regulatory requirements.

5. Costs and expenses

Each party will pay their own costs and expenses incurred in completing this offer.

6. Acceptance and Signing
 
6.1
The offer will be accepted by signing and returning a copy of this agreement to CCL. The agreement will be legally binding from the time we receive the acceptance.
 
6.2
The Company will ensure this letter is not distributed by it in any manner that will breach securities or financial services’ laws.
 
6.3
This share purchase agreement may be executed by the parties on separate copies; each copy of which when so executed and delivered shall be an original, but all the copies shall together constitute one and the same agreement.
 
 
3

 
 
 
6.4
Completion shall take place when we are satisfied with the conditions set out in Appendix 2.
 
6.5
The law of England shall apply to this contract and the parties submit to the exclusive jurisdiction of the English courts.
 
 
Yours faithfully
For Cloud Channel Limited
     
For RTG Ventures Inc.
 
         
 
   
 
 
Dominic Hawes-Fairley  
   
Linda Perry
 
 
Agreed by the Directors of the Stylar Limited on XX March 2010
     
         
 
   
 
 
Reggie James, Managing Director, Stylar Limited
   
 
 
 
 
4

 
 
APPENDIX 1

Part 1: Trading history and forecasts

The Company and each Director jointly and severally warrants to us as set out below.
Accounts
 
1.1
The Company has traded since 2010 and the accounts are in Appendix 6.
 
1.2
There has been disclosed to us in writing all:
 
o
commitments of an onerous nature
 
o
known and foreseeable liabilities whether present or contingent
 
o
litigation (including litigation known to be threatened)
 
o
unusual or non-recurring items affecting the financial position
 
o
debts known to be bad or doubtful
 
o
dividends or other similar distributions paid or proposed
 
o
Directors' salary, pension and other emoluments
 
o
obsolete stock
 
o
general accounting provisions or revaluations
 
 
1.3
The Company has disclosed to us:
 
o
any directors' service contracts
 
o
its share capital (authorised, issued and under option)
 
o
details of employees, consultants and agents
 
 
1.4
Subsidiaries
The Company has no subsidiaries.

 
1.5
Insurances
The Company has current commercial insurance cover

 
1.6
Customers
To the best of the knowledge and belief of the Company and each of the Directors, the Company's relationship with its customers and suppliers has not been adversely affected by the conduct of its officers and employees.

 
1.7
Payments
No irregular payments or capital commitments have been made by the Company in the past 12 months other than disclosed in Appendix 2.
 
 
5

 
 
 
1.8
Intellectual Property
All patents, copyrights, trademarks, industrial designs, know how and other intellectual property rights required for the Company to carry on its current or currently proposed business are vested absolutely in the Company and none of such rights are owned by any of the Vendors or employees of the Company or any third party.

 
1.9
Information supplied
The written information supplied to us by the Company and by and the Directors in connection with our purchase were and remain accurate in all material respects. Copies are attached in appendix 3.

 
1.10
The Company and the Directors do not know of anything which makes the written information given to us misleading.

 
1.11
The Company and the Directors know of nothing which materially adversely affects the financial or trading prospects of the Company.

 
1.12
There are no facts known to the Company or the Directors which have not been disclosed to us which might if disclosed reasonably affect the decision of a prudent investor whether or not to invest in the Company.

Part 2: Directors' personal interests
 
2.1
Save as disclosed in appendix 5, each of the Directors warrants, on his or her own account only, that he/she:
 
(a)
has no business interests except for shareholdings in the Company or in companies quoted on a recognised investment exchange that will compete with the Company’s products and services;
 
(b)
has never been:
 
(i)
convicted of a criminal offence (except any road traffic offence not punished by a custodial sentence);
 
(ii)
disqualified from being a company director.
 
2.2
Each of the Directors warrants, on his or her own account only, that neither he/she nor anyone with whom he/she is connected have any contract (except any service contract which has been disclosed to us) with the Company, nor own any property used by the Company.

 
6

 

Part 3: Taxation

Except to the extent that provision is made in the latest audited accounts of the Company and save for ordinary corporation tax and value added tax liabilities arising from trading in the ordinary course of business since the date to which the latest accounts were made up each Director jointly and severally warrant to us on a full indemnity basis that the Company is not and will not be under any claim, demand or assessment by or on behalf of the Inland Revenue, Customs and Excise, or other similar governmental or statutory authority which causes any depletion of or diminution in the assets of the Company by reason of taxation (including, but without prejudice to the generality, the disallowance of relief from taxation given or due to the Company and the non-payment by the Company of any taxation assessed, charged or recovered on or from the Company) as a result of or by reference to any event, transaction, shortfall in distribution, omission or any other matter or thing in respect of all periods ending on or prior to the date hereof whether alone or in conjunction with other circumstances and whether chargeable against or attributable to any other person, firm or company.

Part 4: Limitations on claims under Warranties

 
4.1
The following time and financial limits will apply to claims under the warranties but only if the claim, or the delay in discovering it, does not result from the fraud, wilful misconduct or wilful concealment by the Company or Director:
 
4.1.1
The total liability for all claims for breach of the warranties is limited to the value of the purchase price of the shares:
 
4.1.2
We may not claim for breach of the warranties unless the total amount of all claims exceeds £10,000 but may then claim the whole amount and not just the excess over £10,000 and reduce the amount of preferred shares issued accordingly .
 
4.1.3
We may not claim against a Director unless we have given him and the Company reasonable details of the claim (on the basis of the facts then known to us) within six months of receiving the audited accounts of the Company for the end of the second financial year occurring after the purchase price is paid.
 
4.1.4
We may not claim against a Director in respect of matters properly disclosed against the Warranties.
 
 
7

 
 
The warranties shall be deemed to be given immediately before the purchase price is paid.
 
APPENDIX 2
Irregular Payments and Capital Commitments
 
 
8

 
 
APPENDIX 3
 
The Completion shall occur when we are satisfied:
Bank
 
1.1
with the Company's bank facilities and the terms on which they are available;
Financial information
 
1.2
the Company's Balance Sheet as at 3 March 2010;
 
1.3
with the Company's financial position, and level of trading, immediately before completion;
 
1.4
with the results of any enquiries made by our accountants;
Business plan
 
1.5
with the Company's business plan;
Directors and employees
 
1.6
with a schedule showing the employees’ and Directors' salary, pension and other emoluments;
 
1.7
with CVs of all Directors;
 
1.8
with the terms of any director's service contract;
Legal due diligence
 
1.9
with the Company's solicitor's certificate confirming the authorised and issued share capital, the identity of the directors and shareholders and their shareholding;
 
1.10
with the Company's memorandum and articles of association;
 
1.11
with the result of a Companies Registry search against the Company immediately before completion;
 
1.12
with any disclosures against the warranties;
 
1.13
with the unqualified acceptance of this offer by the Company and the Directors.
 
1.14
that any necessary class or other consents have been obtained, and pre-emption rights have been waived and the Directors have approved the registration in the books of the company of the share transfers to us;
 
1.16
with our share certificate to be issued;
 
1.17
with a deed of tax indemnity from the Company and Directors in respect of claims and liabilities under the tax warranty;
 
1.18
with the terms on which the Company occupies its trading premises;

2.
On the Completion the Company shall deliver or cause to be delivered to us:
 
2.1
duly executed stock transfer forms in respect of all the shares issued together with all share certificates (such stock transfer forms to be in our favour or our nominees) together with such waivers, consents, or other documents as we may require to enable us or our nominees to be registered as the holders of the shares free from all liens, charges, options, equities, encumbrances and other adverse rights whatsoever;
 
 
9

 
 
 
2.2
such other documents relating to the Company as we shall reasonably require.

3.
On or before the Completion the Directors shall also procure the holding of a meeting of the directors of the Company at which:
 
3.1
the directors shall (subject to stamping) approve of the transfers to us (or our nominees) of the shares;
 
3.2
the directors shall appoint two persons as we shall nominate as additional directors of the Company;
 
3.3
the directors shall pass any other resolutions reasonably requested by us necessary to complete this share purchase and register our interest in the share capital of the Company.
 
4.
Following such board meeting the Company shall procure that a certified copy of the board minute is handed to us.
 
 
10

 
 
APPENDIX 4
 
The Company has forecast sales of £603,620 and a net profit of £214,778 for the 12 months ending 31 March 2011. The valuation methodology used is four times net profit meaning an on-target valuation of £859,112.
 
 
·
If the net profit forecast is achieved, the Final Valuation will be £859,112.
 
·
If net profit is above forecast then the Final Valuation will increase by four times the increase up to a maximum of 25% increase in the Final Valuation i.e. if net profit is 10% above forecast then the Final Valuation will increase by 10%.
 
·
Similarly, if net profit is below forecast then the Company will be decreased by four times the decrease up to 25% maximum reduction.
 
Accordingly, the Final Valuation will, in all circumstances be not less than £644,334 and not more than £1,073,890.
 
 
11

 
 
Appendix 5

 
Register of shareholders in the Company
 

 

 
Exhibit 10.5
 
 

 
RTGV, Inc.
 

The Future of Hi-Tech Internet Media
 

 
Executive Summary
 
 
1

 
 
Introduction
 
RTG Ventures, Inc. (NASDAQ  RTGV.BB) is a full reporting NASDAQ Bulletin Board listed company. Following a share exchange between RTGV and Cloud Channel Limited, a privately owned UK company, RTGV will will operate in the fast moving and rapidly growing digital media market, and its business model will promote diversity and creativity in order to identify and exploit clearly defined opportunities for the benefit of its shareholders and customers. This document is an executive summary of a full business plan to grow RTGV, Inc. to revenues of $50m within 3 years.
 
Mission
 
RTGV, Inc.'s mission is to develop cutting-edge new media companies which anticipate the direction of digital media through its first focus, live music, to become the platform of choice for all media rights owners seeking to monetize their assets.
 
Business Model
 
RTGV, Inc. will operate with three trading divisions: Media Systems, Payment Systems and Software & Services. Each division will contain autonomous corporations with individual business plans, strategies and targets.  While many of the subsidiary corporations will be acquired in order to support the corporate vision, RTGV, Inc. will also create its own start-ups within the corporate framework in order to be able to exploit new technologies.
 
As of 9 th March 2010, two companies have been acquired; Digital Clarity and BMC Ltd and one technology has been exclusively licensed, iPayu. Additional companies are in the pipeline.
 
Media Systems
 
Business-to-Business Products:
 
RTGV, Inc. will develop a suite of products and services to enable media rights owners to monetize live performances and pre-recorded live content through “at event support”, Web TV and digital distribution platforms. Media can be taken in any format and can be broadcasted to any device in any format with a robust payment model embedded into the distribution platform. RTGV, Inc. enables rights owners to keep total control of their own content including the ability to set pricing and report on distribution for each media item by geography.
 
Consumer Products:
 
RTGV, Inc. will deploy its own Web TV channels with subscription, pay-per-view and advertising supported content. These will include a website devoted to live entertainment and niche web TV channels, one of which will be launched every three months.
 
Payment Systems
 
RTGV, Inc.'s Payment Systems business will be operated by its wholly-owned subsidiary, Paylogy and features proprietary mobile payment technology that will be rolled out to UK merchants and embedded into RTGV, Inc.'s products.
 
Paylogy's platform allows consumers to exchange value using short messaging service (SMS) texts.  It is built on a banking solution, making settlement easy. Importantly, it allows merchants to bypass the expensive settlement systems operated by Visa, AMEX, Mastercard etc to increase margin on every transaction. Paylogy's payments can also be 'tagged' for specific uses creating a text based electronic gift voucher system
 
 
2

 
 
Software & Services
 
RTGV, Inc.'s Software & Services division acquires companies that either add value to its other divisions, or which have the capability to exploit new proprietary technologies for the benefit of its shareholders.
 
·  
Digital Clarity is a digital marketing agency with a blue chip client list and specific expertise in search engine, social media and electronic marketing. In addition to providing essential services to RTGV, Inc. businesses, Digital Clarity will continue to grow its business organically and by acquisition.
 
·  
Bitemark MC Limited is a designer, manufacturer and distributor of consumer electronics, giftware and general merchandise.  With specific expertise in sourcing very high quality goods in small production runs in the Far East, and a tested global logistics capability, BMC offers RTGV Inc's companies the ability to create physical products and bring them to market fast.
 
Sales
 
Percentage of Revenue
Year 1
Year 2
Year 3
Media Systems
11.5%
34.3%
47.3%
Software & Services
53.9%
30.2%
28.2%
Payment Systems
34.6%
35.5%
24.5%
TOTAL REVENUE
$5,608,570
$27,804,374
$56,005,075
 
The Market
 
TV for Web is growing especially quickly as established broadcasters scramble to monetize their libraries online. Open standards are currently being agreed for set-top devices that will enable Internet broadcasts to be streamed direct to TV. Analysts at Forrester Research predict that more than two thirds of Britons will be watching TV over the Internet by 2014. Key drivers in adoption are faster Internet speeds and improved viewing reliability of services such as the BBC's iPlayer which have already broadened the appeal of TV for Web.
 
The first vertical markets to be addressed by RTGV, Inc. will be music and certain defined niche markets. The online music business is already established, but opportunities still exist and the market is expanding. In 2008, Europeans spent nearly $620m on online music and by 2014 and Forrester Research predicts this will rise to over $4bn. Fast growth opportunities in the online music business remain.
 
Live music rights owners are currently faced with two main options for monetizing their assets: YouTube  / Vevo and Hulu.com.  RTGV's offer will complement the existing channels and may even draw content through them.  RTGV's executive team has a strong network in the global entertainment business and its public status should allow the industry to rally behind the platform.
 
 
3

 
 
Core Strengths
 
·  
Strong international management team
·  
Market leading technology to deliver high volume streaming
·  
Unique payment systems to monetize broadcast on a pay-per-view basis
·  
Public company status will appeal to rights owners
·  
Flexible business model
·  
Significant liquidity
·  
Low cost base
 
Executive Team
 
Chairman: Neil Gray has operated a privately owned business consultancy working with associates across different time zones. He has a variety of interests some of which are real estate, wealth protection and commodities. Between 1999 and 2007, Neil was involved as an officer and equity participant of a privately held UK based Healthcare Group where he created a stable, conservative growth model to establish growth organically and by acquisition through operational knowledge and accurate prediction of cashflow/interest rates within the group’s debt/equity structure. The group’s interests were not restricted to the UK with alliances and interests developed into the European Union.A Chairman has been identified and will be announced shortly.
 
Chief Executive Officer: (CEO) Barrington J. Fludgate is currently RTGV Inc.'s Chief Financial Officer and has been associated with RTGV since 2003. He has previously served as Chairman and CEO of a NASDAQ company which he founded. He was also the designer of one of the world's largest installed banking systems and as such is an expert in financial systems. With dual nationality, Fludgate has successfully brought UK companies into the US market
 
President: Dominic Hawes-Fairley is a successful entrepreneur with a strong background in marketing technology and media companies.  He has spent the last ten years building or consulting businesses in rapid growth and has been an early adopter of new technology who has recently focused on cloud computing and the retail market.  He previously served as Vice President Marketing at Europe's largest business incubator where he helped portfolio companies define and execute their business models. He brings this experience to RTGV and in addition to driving corporate strategy, will serve on the board of subsidiary companies.
 
Director: Chair, Audit, Nomination / Compensation Committees: Linda Perry is currently the CEO/President of RTG Ventures, Inc. She has had extensive experience in global businesses at Board level with specific expertise in organization design/structure, executive compensation, management succession planning, and corporate governance as well as general management responsibility. Her expertise in acquisition integration and/or divestment led to the successful sale of several entities for the benefit of their shareholders.
 
Organization Strategy
 
RTGV's model is a lean corporate management, sufficient to establish strategy, pace business development organically as well as by acquisition, develop partnerships and alliances, and identify cost-effective creative financing. Acquisition targets will be private companies with proven, effective management, who have tested business plans, are operating successfully and generating revenues and positive cash flow.
 
 
4

 
 
RTGV will install state-of-the-art web-based Enterprise Resource Planning (ERP) software into each acquisition providing real-time accounting at group and subsidiary level including consolidated balance sheets and profit and loss reports.  Each operating company will have agreed Key Performance Indicators by which to manage their businesses, all of which are also reported at both company and corporate level in real-time.
 
RTGV will strive to move to a full NASDAQ listing, while always being set up to sell should the opportunity present itself. During the course of the business evolution, it may be appropriate to spin-off one or more of the stand-alone businesses if the economics and ROI makes sense for all stakeholders.
 
Model for Acquiring Companies
 
RTGV Inc. is a fully reporting NASDAQ Bulletin Board company, which currently has over 2,000 shareholders. Acquired companies will receive a contract for preferred shares that will be delivered and converted into tradable common stock in 12 months after each acquisition according to the following methodology:
 
·  
Each company is valued 12 months forward using forecasts submitted by the company and agreed by RTGV;
·  
On acquisition, 125% of the number of preferred shares will be placed in escrow with RTGV, Inc.'s transfer agent;
·  
At conversion, valuations will be adjusted up to a maximum of 25% in either direction using performance against forecast;
·  
Preferred shares will be converted into common stock at a ratio of 1:1 using the average share price of the 30 days preceding the conversion to make up the revised valuation.
 
Headline Financials
 
US Dollars (millions)
Year 1
Year 2
Year 3
Sales
5.3
27.7
58.3
Cost of Sales
1.9
11.2
27.4
Gross Profit
3.4
16.5
30.9
Gross Profit (%)
64.15%
59.57%
53.00%
Overheads
3.6
9.4
17
Net Profit
-0.2
7.1
13.9
Net Profit (%)
-
25.63%
23.84%

 


Exhibit 10.6
 
 
Dominic Hawes
25 Twilley Street, London SW18 4NU
07968 774 069
 
 
Work History:

July 2002 – present
Bitemark MC Limited t/a BMC
Managing Director
 
BMC World (formerly known as Mantric Marketing) is a vertically integrated group of trading divisions producing, distributing and until recently retailing branded goods throughout the EU with a turnover in excess of £1.5m and net profit rate of around 8%.
 
Dominic co-founded the company raising £250k from private investors and led its expansion from inception to profitability. BMC World has four principal trading divisions supplying lingerie, romantic gifts, sexual health products and adult novelties.
 
The company is a multiple award winner, has customers in 16 countries and has supplied lingerie and private-label products to a wide range of retailers including Top Shop, Fenwick, Bentalls, Ann Summers and ASOS.com.
 
Dominic recently commissioned and built a new trading platform called Netsuite.com which is a full Enterprise Resource Planning (ERP), Customer Relationship Management (CRM) and e-commerce solution.
 
Having spent two years consolidating extremely rapid early growth, BMC World has a new strategy in place that will double the size of the company by Christmas 2009.
 
July 2001 – July 2002
Bitemark MC Limited
Managing Director
 
Bitemark MC Limited was a marketing consultancy established by Dominic to provide product and brand marketing consultancy to early stage technology companies.
 
The company employed three full-time consultants and a number of freelance technical specialists. Dominic was principal consultant.
 
In its first 12 months’ trading the consultancy billed around £140k in fees, but decided to change business model and build a product company instead and the company changed its principal trading activity in 2002.
 
Sept 2000 – July 2001
GorillaPark BV
Vice President Marketing
 
GorillaPark was a Dutch-owned incubator fund for technology start-ups. Dominic was recruited as an Executive-In-Residence to provide consultancy to entrepreneurs, but was rapidly promoted to Vice President Marketing with a team of eight in four countries.
 
At GorillaPark, Dominic worked as part of the management team of four start-ups and was involved in researching, writing and planning execution of sales and marketing plans.
 
Trading conditions for tech start-ups were very difficult at this time and as part of a restructuring programme, the decision was taken to outsource marketing, which is when Dominic founded Bitemark MC Limited.
 
 
1

 
 
Aug 1999 – Aug 2000 
Shournagh Limited
Commercial Director
 
Dominic joined internet start-up Shournagh Limited to secure key partnerships for its retail site jomono.com which sold gift vouchers from the UK’s best retailers and offered vouchers for sale as business incentive and reward programmes.

Dominic brought in over 20 top retailers including Hamleys, Blockbuster, Liberty, Yo! Sushi, Habitat and Heals. He also project managed delivery of the ecommerce system and devised plans for an electronic voucher platform for which Blockbuster and ctshirts.com agreed to act as beta partners.
 
Aug 1997 – Aug 1999   
Key Communications Limited 
Divisional Director
 
Key Communications Limited was a top 20 public relations agency and Dominic was recruited back into the company to turn around the fortunes of its ailing design and internet division, Key 3D.  Working with the group MD, Dominic redeveloped the division’s business process and repositioned it as a marketing consultancy. He led customer acquisition and the division’s turnover increased from £500k to over £1m (annualised) in under four months.  Dominic also acted as principal consultant and undertook projects as in the UK, Hong Kong, LA, Luxembourg and Germany.
 
1997 - 1998   
Words Etc Ltd 
Account Director
 
Words Etc was a “hot shop” IT PR company with a roster of the very best names in technology. Dominic was recruited to lead account teams for clients such as Autodesk (CAD), World Insurance Network (trading system), Sysgenics (workflow) and NetDynamics (infrastructure).  Dominic was also a key part of the new business development team and led several major pitches.
 
1994 - 1997     
Key Communications Ltd 
Account Manager / Director
 
Worked as a PR consultant in B2B and B2C in a variety of vertical markets, but specialising in technology and business consulting for companies like Granada, Kalamazoo, Mars, Zoo Internet and others.
 
1987 - 1993
British Army
Commissioned Officer
 
Commissioned Officer in the Blues and Royals.
 
Education:

1988
Royal Military Academy Sandhurst
1 Year residential officer training
 
1986
University of Essex, Colchester
Gained admission
1980 – 1985
Magdalen College School, Oxford
3 A’ levels
9 O’ levels
 
Personal:

Marital status:
Married, no dependents
 
Date of Birth:
10 July 1967
Email:
dom@domhawes.co.uk
Interests:
Music, cinema, sport, fishing, travelling
 
 
 
Exhibit 99.1

 
Company Contact:
Investor Relations Contact:
RTG Ventures Inc.
CCG Investor Relations
Tel: +1-917-488-6473
Mr. Roger Ellis, Partner
 
Email: roger.ellis@ccgir.com
 
Tel: +1-310-954-1332


RTG Ventures, Inc. Announces Appointment of Neil Gray as
Chairman of the Board
 
NEW YORK, NY, April 6, 2010 – RTG Ventures Inc. (OTC Bulletin Board: RTGV) (“RTGV” or “the Company”), a provider of online media and electronic payment systems, today announced the appointment of Mr. Neil Gray, as Chairman of the Board, effective April 1, 2010.

Mr. Gray brings over 20 years of strong, diverse entrepreneurial experience. From 2005 to date, Neil has operated a privately owned business consultancy working with associates across different time zones. The emphasis of Neil’s involvement with any business operation/idea is to look at the goals of the business individuals as much as that of the business itself within the aims of value add. He has a variety of interests some of which are real estate, wealth protection and commodities.

Between 1999 and 2007, Neil was involved as an officer and equity participant of a privately held UK based Healthcare Group. Prior to leaving the group, a stable, conservative growth model was created to establish growth organically and by acquisition through operational knowledge and accurate prediction of cashflow/interest rates within the group’s debt/equity structure. The group’s interests were not restricted to the UK with alliances and interests developed into the European Union (“EU”).

From 1994 to 1999, a “Hands On” approach to operational involvement and investment with personal financial incentives was garnered whist working in different cultural and geographical locations. These locations were Africa (South-West and West), South America (Equatorial), Spain (Mainland and The Canary Islands) and The Black Sea. The projects developed and entered into were Engineering, Textiles and Import/Export with the UK and EU.

The initial development of Neil’s understanding of business strategy was as part of a “think tank” team of individuals whilst being employed by a major UK based Insurance Company between 1989 and 1994. The individuals involved were tasked to understand, develop and test their ideas against actuarial professionals. Neil sought out Risk Management knowledge and understanding of the global business of his employer during this time.
 
 
1

 

Neil’s formative years were spent as an employee of a UK based Electrical Engineering Firm based in Northern England from 1985 to 1989 and in the Engineering Department of a British Coal deep mine Colliery between 1979 and 1985.

By aligning the interests of business individuals through organic and acquisition growth with a disciplined financial model Neil will lead RTGV to benefit all its stakeholders.

About RTG Ventures Inc.

RTG Ventures Inc., is an online media and electronic payment systems provider with an aggressive business model to grow unique and highly profitable consumer and business services both by organic growth of current assets and by acquisition. RTGV is targeting niche markets in the areas of Web-TV with embedded internet and mobile payment solutions. World-leading exclusive multicasting technology underpins RTGV's broadcast platforms making them very scalable for Video on Demand (VOD), linear broadcasting and live broadcasts. Two media platforms are being developed, while payment systems divisions will provide cutting-edge credit, debit, and e-cash payment services to e-commerce and mobile commerce merchants offering significant savings over current payment methods. Through embedding its payment solutions seamlessly into its online media broadcasting platforms will create a clear differentiation and advantage for our Company over other broadcast platforms, allowing its customer to monetize digital assets with no further integration of financial systems. Furthermore, through its retail sales channel, BMC, RTGV will be able to brand and productize its media offerings for sale through traditional retail outlets. RTGV's strategy for each initiative is to maximize ROI for all stakeholders. For RTGV's available Due Diligence, visit our website at: http://www.rtgventures.com/

To sign up for press release alerts and receive invitation to events, please sign up by accessing this link http://bit.ly/RTGV_Investor_Registration


Safe Harbor Provisions

The foregoing contains certain predictive statements that relate to future events or future business and financial performance. Such statements can only be predictions, and the actual events or results may differ from those discussed due to, among other things, those risks described in RTGV's reports filed with the SEC. Opinions expressed herein are subject to change without notice. This document is published solely for information purposes, and is not to be construed as an offer to sell or the solicitation of an offer to buy any securities in any state. Past performance does not guarantee future performance. Additional information is available upon request.

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