U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 25TH, 2005
RTG VENTURES, INC.
(Exact name of registrant as specified in its charter)
Florida
(State or other jurisdiction of incorporation)
333-85072 59-3666743
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(Commission File No.) (IRS Employer Identification No.)
Suite J17-249
2465 Centerville Road
Herndon VA 20171
Phone: 1-512-684-0863
(Address and telephone number of principal executive offices and place of
business)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below)
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14-12)
[ ] 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 13ed-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
Effective February 25, 2005, the control of the Registrant changed. This was due
to appointment of the new Directors as set forth in Item 5.-2 below. In
addition, the Registrant issued a controlling block of shares to the persons
identified. These shares consisted of shares of common stock and shares of
preferred stock, convertible to common stock at a ratio of one share of
preferred to 100 shares of common, with immediate voting rights as if they were
converted to common stock. The shares were issued as part of compensation
packages for the services to be rendered to the registrant.
In addition, shares of common stock were issued, in a total amount of
100,000,000. These shares were also issued as part of compensation packages for
the services to be rendered to the registrant.
The shares issued are as follows:
No. of Common No. of Preferred % ownership(1)
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Atul Mehta 100,000,000 2,000,000 54.45
(1) Percentage of ownership does not include conversion ration of preferred
stock at a rate of one share of preferred stock to ten shares of common
stock
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS:
APPOINTMENT OF PRINCIPAL OFFICERS
Effective February 25th, 2005, the following Directors resigned from the Board
of Directors and/or Principal Officers of the registrant.
Puja Mehta Director, President, Secretary
None of the Directors' or Principal Officers' resigning have stated that his
resignation does in any way imply or infer that there is any dispute or
disagreement relating to the Company's operations, policies or practices.
The Company has cancelled its compensation package with Ms. Puja Mehta.
Each resigning Director has been provided a copy of his disclosure, no less that
the day the Registrant is filing the disclosure with the Commission. Each
Director will be given an opportunity to furnish the Registrant a letter or
response, that he agrees with the statements made by the Registrant in this
Section 5.02, and if not, stating the respects in which he does not agree. The
registrant will file by amendment, any such letter or response so received
within two business days after receipt.
The following were elected to the Board of Directors, effective February 25th,
2005, 2005.
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Atul Mehta 31 Director, President and Secretary
Mr. Atul Mehta, 31, Director, Secretary and President
Mr. Atul Mehta received his Bachelors of Science degree in International Finance
in Management Information Systems from George Mason University in 1996. Mr. Atul
Mehta has consulted with a Fortune 500 company and has consulted with a number
of public companies.
The Registrant has entered into Compensation Agreements with the Directors and
Principal Officers.
Generally, the Agreements are for a period commencing with the appointment to
the position indicated and ending on February 25th, 2006. The compensation to be
paid to Mr. Atul Mehta is the sum of ONE HUNDRED AND TWO MILLION SHARES OF
RESTRICTED STOCK.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
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Exhibit 17.1 Resignation Letter from Puja Mehta
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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.
Dated: February 25th, 2005
RTG Ventures, Inc.
By: Atul Mehta
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Atul Mehta, President
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