Attached files
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| EX-99.2 - AMENDMENT TO SHARE EXCHANGE AGREEMENT, DATED JANUARY 20, 2010 - Digital Brand Media & Marketing Group, Inc. | ex99-2.htm |
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)
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Florida
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333-85072
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59-3666743
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
|
File
Number)
|
Identification
No.)
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c/o
Paykin, Krieg &Adams, LLP
185
Madison Avenue
New York, New York
10016
(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))
Item 1.01
Entry into 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.
As was
previously reported in the Company’s Current Report on Form 8-K filed with the
Commission on March 21, 2007, on March 20, 2007 the Company entered into a Share
Exchange Agreement with ANHL, NMTV and certain outside shareholders of NMTV (the
"Exchange Agreement") pursuant to which ANHL and the outside shareholders of
NMTV agreed to exchange all of their shares in NMTV for a 90% equity interest in
the Company, NMTV would become a wholly-owned subsidiary of the Company and ANHL
would own an approximate 80% interest in the Company.
As
modified by the Amendment 1, the Exchange Agreement provided for ANHL and the
outside shareholders of NMTV to receive a 75% equity interest in the Company and
ANHL will own an approximate 65% interest in the Company. Amendment 2 states
that the new shareholders, ANHL and shareholders of NMTV, will now receive a
total of 1,273,059 of Preferred Stock of RTG Ventures instead of Common Stock.
The Preferred Stock will be restricted for one year from Closing after which
time one Preferred Share may be converted into 100 Common Shares. Until
converted one Preferred Share will have voting rights equal to 100 Common
Shares.
Amendment
3 states that no one company will be the majority shareholder in NMTV and
that the share
reversal of existing RTGV shareholders to 42,435,315 shares will not occur until
all proposed Preferred Shares have been used for acquisition.
Item 9.01
Financial Statements and Exhibits.
(b)
Exhibits
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99.1*
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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.
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99.2**
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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.
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99.2***
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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.
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99.2****
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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.
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*
Previously filed as Exhibit 99.1 to the registrant’s Current Report on
Form 8-K filed with the Commission on March 21,
2007.
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**
Previously filed as Exhibit 99.2 to the registrant’s Current Report on
Form 8-KA filed with the Commission on December 21,
2007.
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***
Previously filed as Exhibit 99.2 to the registrant’s Current Report on
Form 8-KA filed with the Commission on Septemberr 21,
2007.
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****
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.
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RTG
VENTURES, INC.
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(Registrant)
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Dated:
January 20, 2010
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By:
/s/ Linda
Perry
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Linda
Perry, Chief Executive Officer
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IN WITNESS WHEREOF, the parties have
executed this Amendment as of the 20th day of January, 2010.
RTG:
RTG
VENTURES, INC.
By: /s/ Linda
Perry
Name:
Linda Perry
Title:
Chief Executive Officer
HOLDINGS:
ATLANTIC
NETWORK HOLDINGS LIMITED
By:
Ian Macdonald
Name: Ian
Macdonald
Title:
Director
THE
COMPANY:
NEW MEDIA
TELEVISION (EUROPE) LIMITED
By:
Ian
Macdonald
Name: Ian
Macdonald
Title:
Director