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RTGV has been in merger discussions for most of the year. Recent events have indicated the merger is finally reaching closure. The company has relisted to the OTCBB recently. RTG Ventures, Inc. Share Exchange Partner, New Media TV (Europe) Limited, Signs Letters of Intent for 2 Additional Acquisitions RTG Ventures, Inc. (RTGV) Update on and Enhancement for RTGV Shareholders Share Exchange Agreement with New Media Television (Europe) Limited (NMTV)
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Update 11/27:
The past week has shown an increase in volume and accumulation. A move over the .03 mark will continue to strengthen the market. The chart shows the 50 day moving average is continuing to move up steadily. 30 day avg volume is increasing as well. RSI is around the 50 mark, plenty of room to go up and the MACD is close to crossing. As we move and close over .03 we'll see that cross happen imo.
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Update 12/07:
This morning, RTG Ventures, Inc., released an update on the merger that is currently in progress. Atlantic Network Holdings Limited is made up of a number of both private and public companies. The original merger agreement did not include all the private entities. epaypoint, one of the wholly owner subsidiarys of Ecommercenet, has turned out to be a major revenue generating component of Ecommercenet. Along with adding to the revenues of RTG Ventures (soon to be rename NMTV, Inc), the inclusion also simplified a number of items in regards to the merger including corporate governance, transparency and reduces complexity of the final entity. Ecommercenet brings positive net assets to the merger, creating a much more robust entity with a well rounded, one stop shop brand name for its customers. From today’s PR:
An Amendment to the Share Exchange Agreement dated March 20, 2007, to include Ecommercenet will be filed. The share structure will not change, with RTGV shareholders receiving 42,435,315 shares of NMTV at closing. The Business Plan will be expanded accordingly. RTGV has met all of its Conditions of Closing, and NMTV expects to complete its conditions, which are expanded by the inclusion of Ecommercenet, in January, 2008 with a Closing Date thereafter. An 8-K, required within four days of closing, will be prepared after all Conditions of Closing are met, and filed coincidentally. RTGV has satisfactorily completed its audit by Sherb & Co. LLP for the fiscal year August 31, 2007, and the requisite 10-K will be filed by December 15, 2007. As RTGV proceeds with the merger through 2008, I expect to see continued strength in the stock.
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Update 01/28:
RTG Ventures, Inc. (RTGV.OB) has entered into a Share Exchange Agreement with Atlantic Network Holdings Limited (ANHL). After the Share Exchange Agreement closes, RTGV, Inc., will be renamed NMTV, Inc. RTGV has met all of its Conditions of Closing, and NMTV expects to complete its conditions in January, 2008. Atlantic Network Holdings Limited has a net asset value of $7,869,987 as of its last audit. The organization of the resulting company is as follows:
NMTV is a media venture utilizing a new exclusive broadband technology which delivers multicast transmissions ensuring TV quality without buffering or freezing. Its infrastructure is comprised of an established studio complex outside of London with six operational subsidiaries, an investment vehicle which owns the freehold on the studio property, a television production operation which has joint venture agreements with 15 internet channels, and a payment system geared to the internet and designed to accommodate exponential demand for media and is a natural extension for NMTV. Initiatives are also underway in Reality TV and ongoing natural history filming. Other subsidiaries hold film interests via script rights.
epaypoint plc is the valuable brand name for the Company’s on-line, mail order and retail credit card verification and transaction service. epaypoint.com provides one of the most complete transaction processing services in the industry rather than just a credit card verification offered by many competitors coupled with a customer friendly orientated approach to both start up companies, SME’s and major customers alike. The company is negotiating an agreement to acquire Web-Pay Limited and will then have two valuable brand names epaypoint.com and web-pay. Web-pay is an on line credit card processor with a number of merchant clients. New Media Studios Limited has a long Lease on film studios just outside Oxford. These studios have historically been involved in the making of natural history films and TV programs with Oxford Scientific Films main base over the last 40 years. New Media also has an agreement with Global-MIX Limited for the exclusive resale of multi-cast broadband television channels by associate Atlantic Television Limited and the operation of subscription channels by subsidiary Research Services International Limited.
Two of New Media’s Directors are involved in natural history program making and filming and both hold licenses to keep and handle dangerous and exotic animals. New Media will specialize in providing a full range of facilities for natural history film makers and TV program makers, including a large filming tank and lapsed time studios, along side the provision of facilities for the programming of TV broadcasting for ATV’s joint venture partners. Atlantic Television Limited is the first multi-cast broadband television network in the world. Atlantic and its associate New Media, have 2 Agreements with Global-Mix Limited the developers of this unique system. Currently completing the testing phase while the studios are adapted, they have introduced the new broadcasting technology by showing the recent production of White Noise; a film scripted by rising
star Nail Johnson, a board member of one of the media companies within the Atlantic Network Holdings Group. White Noise reached second spot in the ratings charts over the first weekend of release in the US in January 2005. A second test channel for group “retail” by subscription is currently being test marketed. As well as operating their own stations in the near future they will be offering to manage & broadcast Channels on behalf of other Companies from the studios in Oxford. Purple Haze Productions Limited (“PHP”) enjoyed considerable success as the writer of “White Noise” which on first weekend of release in January 2005 achieved second place in the box office ratings. PHP currently has two film projects at the pre production stage, (one scripted by Johnson and the other “polished”) and optioned to larger production companies on a Producers Profit share agreement. William Tell – The Untold Story; a US $40 million budget film sold to Tusk Productions. The rights entitle PHP to US $250,000 on the first day of principle photography, less associated writers and producer fees, leaving a net balance of approximately US $150,000 to the company. The company will also be entitled to 4% of Producers Profits (approximately 2.5% of total net profits). The Gatecrasher; a US $6 Million budget sold to Meteor Pictures. The rights entitle PHP to Sterling £50,000 on first day of principle photography less Sterling £5,000 associated producer fee. The company will also receive 4% of Producers Profits (again 2.5% net). Moonlite has one script under development (current title “For Love or Money”) another Niall Johnson project and one film with a residual income following general release in 1998. It is anticipated this will produce a further US $200,000 revenue in the coming years. PHP also has an option on Panama, a political thriller script based on the French political scene post collapse of the French Canal Construction Company. Research Services International Limited designs, constructs and develops internet sites for the corporate as well as niche markets. RSi also own a number of domain names which are being licensed out to other parties for development and use.
RSi is also developing an image library both by way of investment and production, and will seek to expand this activity while working out of the New Media complex at Long Hanborough, Oxfordshire and is negotiating for use of the latest on-line, proven, software.
It is intended that RSi will be the vehicle for the group operation of the subscription multi-cast broadband television channels, a substantial profit centre as well as an excellent showcase for the re sale of other channels. Within 2008, it is expected that 2-4 acquisitions will take place, coincident with the organic growth projected. A condition of the Definitive Agreement is there will be no dilution in the first six months.
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Update 03/20:
RTG Ventures, Inc. Updates Status of Share Exchange Agreement With Atlantic Network Holdings Limited
Friday March 14, 1:06 pm ET NEW YORK, March 14 /PRNewswire-FirstCall/ -- RTG Ventures, Inc. (OTC Bulletin Board: RTGV - News) is moving forward towards closing the Share Exchange Agreement with Atlantic Network Holdings Limited (ANHL). The ANHL 3-year audit, in process, has taken a protracted amount of time to conclude because of the addition of Ecommercenet Limited et al in December, 2007, and the complexities of a vertically-integrated media venture which is international in scope. The entities are separate, but are then consolidated for balance sheet purposes. The diligence applied is not only required, but is in the best interests of the shareholders. However, the officers of RTGV have taken the opportunity to reassess each parameter of the transaction as it evolves in order to ensure that the shareholder's position is optimized whenever possible. To that end, two enhancements are being initiated which clarify the share structure and include additional information in the audit process.
The 75/25 share apportionment of the resultant company, New Media Television, Inc. (NMTV) between ANHL and RTGV respectively, will be provided as follows: 75% of the new shares will be issued as ownership shares in the form of Preferred Shares(PS), with voting rights of 100 to 1, which will be convertible to common stock after a minimum of one year. The post-merger effect is the outstanding shares will only include those provided to RTGV shareholders, or 42,435,315 shares as stated in the Amendment to the Definitive Agreement filed on December 21, 2007. Certain ANHL assets are to be assessed under an independent Fairness Valuation as the anticipated accretion since the last audit of ANHL as a private company has been significant. The result is then included in the audit to GAAP standards and the Super 8-K. Both of these actions will strengthen the financial profile and transparency with the investment community, as well as position the NMTV shareholders very positively going forward. Mr. Barrington J Fludgate appointed as Chairman of NMTV coincident with the Share Exchange completion, will take on the additional role of Chief Executive Officer upon closing. Mr. Fludgate commented: "NMTV has been structured to provide maximum return to the shareholders. In today's highly volatile economic environment, companies are subject to a credit squeeze and uncertainty regarding their ability to successfully execute their Business Plans. That is not the case with NMTV and we appreciate our shareholders patience as NMTV approaches closing. We consider our venture to be a recession-proof business, which will grow organically and by acquisition. We look forward to demonstrating our commitment to our shareholders through some very exciting plans for our first year as a public company." The Company will continue to issue updates as information becomes available. We expect to set a closing date shortly.
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Update 08/29:
RTG Ventures, Inc. (RTGV) and Atlantic Network Holdings Limited (ANHL) to Close Share Exchange Agreement On September 17, 2008 This headline was released in June. My conversations with the company lead me to believe we are on track for this date. I believe as September rolls around we are going to see an increase in liquidity as well as a move up on the charts. Looking forward to a lot of developments after the merger is completed.
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RTGVE:
This call was made
on 11/20/07
@ $0.028
| Rating: |
$0.028 (11/20/07)
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| Gain/Loss: |
n/a
in
1651 days
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| Target: |
$0.15
(+435.71%)
in Three months
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