ACQUISITION

3 Months Ended

Feb. 29, 2012

Notes to Financial Statements

ACQUISITION

NOTE 10 – ACQUISITION

RTG Ventures, Inc. acquired 100% of the shares of RTG Ventures (Europe) Limited, 10,000 (Ten Thousand) ordinary shares at £ .0001 per share par value. RTG shall issue and transfer 263,772 preferred shares which convert into its common stock. The conversion rate is calculated and agreed by RTG. It is acknowledged and approved by both Boards that the majority of these shares are to be consideration for acquisitions and asset purchases to be completed by RTG Ventures, Inc.. All shares held in escrow will be voted by management.

Stylar Limited

Pursuant to the Exchange Agreement, the Company acquired 100% of the outstanding capital stock of RTG Ventures (Europe) from its stockholders for consideration consisting of Convertible Preferred Shares of RTG Ventures, Inc. according to the derivative valuation methodology outlined in the Share Exchange Agreement of Stylar, a/k/a Digital Clarity Limited. Stylar Limited was notionally valued 12 months forward. The accounting date of the acquisition was September 3, 2010 and the transaction was accounted for as a purchase of a business under Accounting Standards Codification ("ASC") 805, Business Combinations.

The valuation methodology resulted in a purchase price agreed to by both parties of $225,027. Shareholders will be able to convert the preferred shares into common stock using the average share price of the 30 days preceding September 3, 2011 which provides a common share price of $0.016083. The result of the agreed upon purchase price would be the issuance of 263,772 shares of preferred stock at a ratio of 1 to 53.04 shares of common stock.

The following table summarizes the estimated fair values of the assets and liabilities assumed at the date of acquisition:

	Stylar Limited
ASSETS
Current assets	$	137,307
LIABILITIES
Current liabilities		(69,188)
Fair value of net assets	$	87,922
Purchase price		225,027
Excess purchase price over fair value (goodwill)	$	156,908

The purchase price resulted in the Company recognizing goodwill of $156,908. The transaction was accounted for under the purchase method in accordance with ASC 805.

In accordance with ASC 305 and as of August 31, 2011 the Company determined that the goodwill of $156,908 should be fully impaired.

Revised February 28, 2011 financial information:

In the 2nd Quarter ended February 28, 2011, the Company had recorded an intangible asset of approximately $930,000 and amortization expense of $47,000 based on the tentative purchase price determinable at the time. In December 2011, the conversion factors resulting from the 12 month forward pricing were finalized and both parties had agreed to the revised purchase price and consideration resulting in a measurement period adjustment. Accordingly, pursuant to generally accepted accounting principles, it was necessary to retrospectively restate the February 28, 2011 quarterly figures filed on April 14, 2011. In accordance with ASC 805, the Company has retrospectively adjusted the February 28, 2011 figures and has disclosed in this filing the February 28, 2011 comparative financial information to reflect the new purchase price of $225,027 and an increase in income of approximately $94,000 in the Statement of Operations.