As filed with the Securities and Exchange Commission on October 6, 2004
Registration No. _____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RTG VENTURES, INC.
(Exact name of registrant as specified in its charter)
Florida 59-3666743
(State or other jurisdiction (IRS Employer
of incorporation or Identification No.)
organization)
Berkeley House, Berkeley Square,
London W1J 6BD, England
011 44 20 7887-6180
(Address, Including Zip Code and Telephone Number, of
Principal Executive Offices)
Consulting Agreement with Jan Pruett
(Full Title of the Plan)
Barrington J. Fludgate Copy To:
185 Madison Ave., 10th Floor Adam S. Gottbetter, Esq.
New York, NY 10016 Gottbetter & Partners, LLP.
(646) 335-8998 488 Madison Avenue, 12th Floor
(Name, Address and Telephone Number, New York, New York 10022
including Area Code, (212) 400-6900
of Agent for Service)
Calculation of Registration Fee*:
- -----------------------------------------------------------------------------------------------------------------------------
Proposed Maximum
Title of Securities Amount To Be Offering Price Proposed Maximum Aggregate Amount of
To Be Registered Registered Per Share Offering Price Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 214,286 $.08 $17,143 $2.18 (1)
per share
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low prices
of the common stock of the Registrant as traded in the over-the counter market
and reported on the OTC Electronic Bulletin Board of the National Association of
Securities Dealers on September 27, 2004.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by Part 1 to be contained in the Section 10(a)
Prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
ITEM 2. INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Information required by Part 1 to be contained in the Section 10(a)
Prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference in this
registration statement.
a) Registrant's Annual Report on Form 10-KSB for the fiscal year ended
May 31, 2003, as amended, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
b) All other reports filed by Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Form
10-KSB referred to in (a) above.
c) Not applicable
In addition, all documents filed by the Registrant pursuant to Section
13 (a), 13 (c), 14 and 15 (d) of the Exchange Act subsequent to the date of this
registration statement and prior to the filing of a post-effective amendment to
this registration statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated in this registration statement by reference and to
be a part hereof from the date of filing of such documents. Any statement
contained in this registration statement, in a supplement to this registration
statement or in a document incorporated by reference herein, shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any subsequently filed supplement
to this registration statement or in any document that is subsequently
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
Registrant will provide without charge to each person to whom a copy of
a Section 10(a) Prospectus hereunder is delivered, upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement by reference. Requests for such information should be directed to RTG
Ventures, Inc., c/o Gottbetter & Partners, LLP, 488 Madison Avenue, New York, NY
10022.
ITEM 4. DESCRIPTION OF SECURITIES
The following description is a summary and is qualified in its entirety
by the provisions of our Articles of Incorporation and Bylaws, copies of which
have been filed as exhibits to our Registration Statement on Form SB-2 (SEC
Registration No. 333-85072) filed by us on March 27, 2002 as amended on
subsequent filings on Form SB-2/A.
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Our authorized capital stock consists of fifty million (50,000,000)
shares of common stock, par value $.001 per share. Subject to the provisions of
the Florida Business Corporation Act, there are no limitations or restrictions
upon the rights of our Board of Directors to declare dividends, and we may pay
dividends on the our shares in cash, property, or the our own shares, except
when we are insolvent or when the payment thereof would render us insolvent. All
of our outstanding shares of common stock are fully paid and non-assessable.
Upon liquidation or dissolution, each outstanding common share will be
entitled to share equally in our assets legally available for distribution to
shareholders after the payment of all our debts and other liabilities. There are
no pre-emptive, conversion or redemption privileges. Stockholders are entitled
to cast one vote for each share at all shareholder meetings for all purposes.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the shares of common stock registered in this
registration statement has been passed upon for the Registrant by Gottbetter &
Partners, LLP, ("G&P") whose opinion is attached hereto as Exhibit 5. Adam S.
Gottbetter, a partner in G&P, owns shares of common stock of the Registrant via
his alter ego entity, Jackson Steinem, Inc.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Generally, the Florida Business Corporation Act (the "FBCA") empowers a
Florida corporation to indemnify any person for claims arising against the
person for serving as a present or former director, officer, employee, or agent
of the corporation. Indemnity is available only if the person acted in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of the corporation. If the claim is a criminal action, indemnification
may be available only if the person had no reasonable cause to believe his or
her conduct was unlawful. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with the claim.
A Florida corporation may also indemnify persons against expenses
(including attorneys' fees) incurred for actions brought by or on behalf of the
corporation subject to the conditions discussed above, except that no
indemnification is permitted in respect of any claim as to which person shall
have been found to be liable to the corporation unless a court determines that,
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity.
To the extent the person is successful in defending a claim described
in the preceding two paragraphs, the corporation must indemnify the person
against expenses (including attorneys' fees) actually and reasonably incurred.
The indemnification and advancement of expenses provided for under FCBA are not
exclusive of any other rights to which the person may be entitled under any
By-law, agreement, vote of stockholders or disinterested directors, or
otherwise.
The FBCA also provides that a corporation may maintain insurance
against liabilities for which indemnification is not expressly provided by the
statute. Article Ten of the Registrant's Certificate of Incorporation provides
that neither the Registrant not its stockholders may recover damages from the
Registrant's directors for a breach of any duty in the performance of their
duties as directors of the Registrant. Additionally, Article Ten of the
Registrant's Certificate of Incorporation empowers the Registrant by the
Registrant's By-laws or resolution of its stockholders or directors, to
undertake to indemnify the officers and directors of the Registrant against any
contingency or peril as may be determined in the best interest of the Registrant
and procure at Registrant's expense, insurance in conjunction therewith. At this
time, no statute or provision of the By-laws, any contract or other arrangement
provides for insurance or indemnification of any of the Company's controlling
persons, directors or officers that would affect his or her liability in that
capacity.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibits No. Description
------------ -----------
5.1 Opinion of Counsel, Gottbetter & Partners, LLP.
10.1 Consulting Agreement between Registrant and
Jan Pruett dated as of September 29, 2004.
23.1 Consent of Counsel (included in Exhibit 5.1
hereto)
23.2 Consent of Goldstein & Morris CPA's PC,
Auditors
Item 9. UNDERTAKINGS
The Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
2. For determining liability under the Securities Act of 1933, treat
each such post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at the time to be the
initial bona fide offering.
3. File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
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SIGNATURES
RTG VENTURES, INC.
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York on the 6th day of October,
2004.
By: /s/ Linda Perry
----------------------------
Linda Perry
Chief Executive Officer & President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicates and on the dates indicated.
Title Date
/s/ Linda Perry CEO, President and Director October 6, 2004
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Linda Perry
/s/ Barrington J. Fludgate Chief Financial Officer October 6, 2004
- -------------------------- and Director
Barrington J. Fludgate
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