Contract

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 corporationorganized and operating under the laws of the State of Florida; and WHEREAS, as of April 21, 2006, there are 106,318,885 shares of theCorporation are issued and outstanding; and WHEREAS, SilverLake Holdings, Inc (“Silver Lake”) is the beneficialowner of 21,000,000 shares; Lancer Corporation (“Lancer”) is the beneficialowner of 16,857,313 shares; and Linda Perry (“Perry”, and collectively withSilver Lake and Lancer, referred to as the “Majority Shareholders”) is thebeneficial owner of 18,998,624 shares. Accordingly, the Majority Shareholdersown 56,855,937 shares, which is 56.8% of the outstanding issued shares of theCorporation; and WHEREAS, an agreement entitled the “Settlement Agreement” was signedeffective March 31, 2005, pursuant to which the Majority Shareholders allowedRTG 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 numerousways, 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 1 WHEREAS, the Majority Shareholders sent a letter to all parties to theagreement on April 11, 2006, and requested that the defaults to the SettlementAgreement be cured within 10 days; and WHEREAS, the Defendants have failed to cure the defaults and havefailed to respond to the default letter; and WHEREAS, the Defendants have apparently named a new officer, WilliamSharpe, without notice to, consultation with, or approval or authorization ofthe Majority Shareholders of the Corporation; and WHEREAS, RTG and William Sharpe have attempted to dissolve thecorporation, without notice to, consultation with, or approval or authorizationor 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, nowdesire to elect new directors of the corporation, and make certain otherresolutions; 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 nulland void; and it is further RESOLVED, that the existing Board of Directors and all officers beremoved, effective immediately; and it is further RESOLVED, that Linda Perry and Barrington Fludgate be named as the newand sole directors of the Corporation, effective immediately; and it is further RESOLVED, that the new Board of Directors terminate all existingofficers of the Corporation, and name new officers in their stead, and that thenew Board of Directors are authorized to name themselves as new officers of theCorporation, 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 withthe Florida Secretary of State on April 3, 2006; and it is further RESOLVED, that The Corporation’s corporate office be hereby moved to185 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 appointInterwest as Transfer Agent as soon as practically possible; and it is further 2 RESOLVED, that the new Board of Directors take all necessary actions tofile the appropriate documents with the SEC informing them, and all theshareholders of the Corporation, of the actions taken at this ShareholdersMeeting.Silver Lake Holdings, Inc. Lancer CorporationBy: /s/ H Kleinman By: /s/ B J Fludgate ————– —————- Harold Kleinman, President Barrington Fludgate, President/s/ Linda Perry- —————Linda Perry 3