UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2006
RTG Ventures, INC.
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(Exact name of registrant as specified in this charter)
FLORIDA 333-85072 59-3666743
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
185 Madison Avenue
New York, New York 10016
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(Address and Zip Code of Principal Executive Offices)
Issuer's Telephone Number: (212) 725-4423
[_] 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))
EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 to its Form 8-K Current Report
dated April 24, 2006, filed April 25, 2006, to correct a typographical error
contained in EXHIBIT 99.1 WRITTEN MAJORITY RESOLUTION OF THE SHAREHOLDERS OF RTG
VENTURES, INC., IN LIEU OF A SPECIAL MEETING OF THE SHAREHOLDERS. In said
exhibit, in paragraph 4, the date on which the Settlement Agreement was signed
has been corrected to accurately reflect the effective date of March 31, 2005.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
Effective April 24, 2006, the control of the Registrant changed. This was due to
the expiration and revocation of the proxy given by Silver Lake Holdings Inc.,
Lancer Corporation and Linda Perry to Deborah Rose. At a Shareholders meeting
the Directors prior to January 31, 2005 as set forth in Item 5.02 below were
elected. In addition, the Registrant never issued the controlling block of
shares TWO MILLION (2,000,000) shares of preferred stock, with voting rights of
100 to 1, in the name of Deborah Rose as stated in the filed 8K dated March 29,
2005.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Effective April 24, 2006, following a shareholders meeting, all existing
Directors and Officers are removed and the only Directors and Offices of the
Corporation are:
Linda Perry President, Chief Executive Officer, Director
Barrington Fludgate Secretary, Chief Financial Officer, Director
Both Ms. Perry and Mr. Fludgate were Directors of the Company prior to January
31, 2005.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 Resolution of Shareholders
99.2 Resolution of Directors
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 28, 2006 By:/s/ Linda Perry
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Linda Perry, President