EXHIBIT 99.1
WRITTEN MAJORITY RESOLUTION OF THE SHAREHOLDERS OF RTG VENTURES, INC.,
IN LIEU OF A SPECIAL MEETING OF THE SHAREHOLDERS
WHEREAS, RTG Ventures Inc. ("the Corporation") is a corporation
organized and operating under the laws of the State of Florida; and
WHEREAS, as of April 21, 2006, there are 106,318,885 shares of the
Corporation are issued and outstanding; and
WHEREAS, SilverLake Holdings, Inc ("Silver Lake") is the beneficial
owner of 21,000,000 shares; Lancer Corporation ("Lancer") is the beneficial
owner of 16,857,313 shares; and Linda Perry ("Perry", and collectively with
Silver Lake and Lancer, referred to as the "Majority Shareholders") is the
beneficial owner of 18,998,624 shares. Accordingly, the Majority Shareholders
own 56,855,937 shares, which is 56.8% of the outstanding issued shares of the
Corporation; and
WHEREAS, an agreement entitled the "Settlement Agreement" was signed
effective March 31, 2006, pursuant to which the Majority Shareholders allowed
RTG Ventures ("RTG"), Deborah Rose ("Rose"), Atul Mehta ("Atul") and Puja Mehta
("Puja", referred to collectively with RTG, Rose, and Atul as the "Defendants"),
to undertake certain actions; and
WHEREAS, the Defendants have breached the Settlement Agreement numerous
ways, including as follows:
o The Corporation's registered office was changed from Virginia without
agreement, in violation of 1(d) of the Settlement Agreement.
o Filings under the Securities and Exchange Act of 1933, as amended, and
the Securities and Exchange Act of 1933, as amended, were not made, in
violation of P. (l)(l) of the Settlement Agreement, resulting in the
Corporation being delisted from the Bulletin Board to the Pink Sheets,
thereby causing damage to the shareholders of the Corporation.
o Articles of Dissolution were filed with the Florida Secretary of State
on April 3, 2006 by RTG, without a vote of or approval of the
shareholders of the Corporation.
o The second payment of $50,000 was not paid to Silver Lake Holding, as
required pursuant to P. 1(j)(ii) of the Settlement Agreement; and
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WHEREAS, the Majority Shareholders sent a letter to all parties to the
agreement on April 11, 2006, and requested that the defaults to the Settlement
Agreement be cured within 10 days; and
WHEREAS, the Defendants have failed to cure the defaults and have
failed to respond to the default letter; and
WHEREAS, the Defendants have apparently named a new officer, William
Sharpe, without notice to, consultation with, or approval or authorization of
the Majority Shareholders of the Corporation; and
WHEREAS, RTG and William Sharpe have attempted to dissolve the
corporation, without notice to, consultation with, or approval or authorization
or a vote of the shareholders of the Corporation; and
WHEREAS, in light of facts set forth above, and other facts as well,
the Majority Shareholders, acting in the best interests of the Corporation, now
desire to elect new directors of the corporation, and make certain other
resolutions;
NOW THEREFORE, upon the unanimous consent of the Majority Shareholders,
who constitute a majority of the Corporation, it is hereby:
RESOLVED, that the Settlement Agreement be set aside and declared null
and void; and it is further
RESOLVED, that the existing Board of Directors and all officers be
removed, effective immediately; and it is further
RESOLVED, that Linda Perry and Barrington Fludgate be named as the new
and sole directors of the Corporation, effective immediately; and it is further
RESOLVED, that the new Board of Directors terminate all existing
officers of the Corporation, and name new officers in their stead, and that the
new Board of Directors are authorized to name themselves as new officers of the
Corporation, and it is further
RESOLVED, that the directors, and the officers appointed by them,
revoke and declare null and void, the Articles of Dissolution filed by RTG with
the Florida Secretary of State on April 3, 2006; and it is further
RESOLVED, that The Corporation's corporate office be hereby moved to
185 Madison Avenue, 10th Floor, New York, New York 10016, effective immediately;
and it is further
RESOLVED, that the new Board of Directors of the Corporation appoint
Interwest as Transfer Agent as soon as practically possible; and it is further
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RESOLVED, that the new Board of Directors take all necessary actions to
file the appropriate documents with the SEC informing them, and all the
shareholders of the Corporation, of the actions taken at this Shareholders
Meeting.
Silver Lake Holdings, Inc. Lancer Corporation
By: /s/ H Kleinman By: /s/ B J Fludgate
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Harold Kleinman, President Barrington Fludgate, President
/s/ Linda Perry
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Linda Perry
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