UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
(UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934)
RADIOTOWER.COM, INC.
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(Name of Small Business Issuer in its charter)
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Incorporated in the State of Nevada 91-1921581
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
322 - 425 Carrall Street, Vancouver, British Columbia V6B 6E3
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(Address of principal executive offices) (Zip Code)
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Issuer's telephone number (604) 605-1357
Securities to be registered pursuant to Section 12(b) of the Act:
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TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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None N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock - $0.001 par value
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(Title of Class)
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RADIOTOWER.COM, INC.
TABLE OF CONTENTS
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PART I Page
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Item 1. Description of Business...........................................................................3
(a) Business Development.........................................................................3
(b) Business of RadioTower.......................................................................3
Item 2. Plan of Operation.................................................................................5
Item 3. Description of Property...........................................................................6
Item 4. Security Ownership of Certain Beneficial Owners and Management....................................6
(a) Security Ownership of Certain beneficial Owners..............................................6
(b) Security Ownership of Management.............................................................7
(c) Changes in Control...........................................................................7
Item 5. Directors, Executive Officers, Promoters and Control Persons......................................7
(a) Identify Directors and Executive Officers....................................................7
(b) Identify Significant Employees...............................................................8
(c) Family Relationships.........................................................................8
(d) Involvement in Certain Legal Proceedings.....................................................8
Item 6. Executive Compensation............................................................................8
Item 7. Certain Relationships and Related Transactions....................................................9
(a) Relationships with Insiders..................................................................9
(b) Transactions with Promoters..................................................................9
Item 8. Description of Securities.........................................................................9
(a) Common or Preferred Stock....................................................................9
(b) Debt Securities.............................................................................10
(c) Other Securities to be Registered...........................................................10
PART II
Item 1. Market Price of and Dividends on RadioTower's Common Equity and Related Stockholder Matters.......10
(a) Market Information...........................................................................10
(b) Holders......................................................................................10
(c) Dividends....................................................................................10
Item 2. Legal Proceedings.................................................................................10
Item 3. Changes in and Disagreements with Accountants.....................................................10
Item 4. Recent Sale of Unregistered Securities............................................................10
Item 5. Indemnification of Directors and Officers.........................................................12
PART F/S.........................................................................................................12
Part III
Items 1 and 2. Index to and Description of Exhibits........................................................13
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PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(A) BUSINESS DEVELOPMENT
RadioTower.com, Inc. ("RADIOTOWER") was incorporated under the laws of the State
of Nevada on May 5, 1998 under the original name "Magnum Ventures Inc."
RadioTower changed its name on May 18, 1999 to "RadioTower.com, Inc."
Initially, RadioTower was in the mining business and had acquired the right to
purchase certain mineral claims. The board of directors decided to abandon its
rights to the mineral claims and not to make any further option payments,
resulting in the termination of the option. At that time, the board of directors
decided to enter into the radio Internet business.
RadioTower has not been involved in any bankruptcy, receivership or similar
proceedings. There has been no material reclassification, merger, consolidation
or purchase or sale of a significant amount of assets not in the ordinary course
of RadioTower's business.
(B) BUSINESS OF RADIOTOWER
RadioTower is an Internet company (www. radiotower.com). RadioTower is a pioneer
of Internet audio, being one of the first companies online with a live radio
directory and audio portal. The directory is a free television guide-like
listing of over 1,000 radio stations worldwide. With the use of existing
technology such as Windows and RealPlayer, RadioTower allows listeners to link
to and listen to these radio stations.
Principal Products or Services and their Markets
RadioTower is a free online directory of Internet audio sites. The directory
provides information and easy access to over 1,600 radio stations from around
the world. RadioTower has built a steady user base of 20,000 monthly listeners
with no marketing budget and receives 100,000 page views a month due to:
Positive word-of-mouth, high listings on all major search engines, links from
1,000's of other sites to our site, strategic affiliations, favourable reviews
(L.A. Times, HotWired, Vancouver Sun etc.) and numerous awards (Yahoo Picks,
Windows Magazine Site of the Day etc.).
In a typical Internet session a user will go to RadioTower's site and select the
radio station of their preference by name, place and/or genre. The station's
audio signal will be broadcast continually as the user surfs other stations or
sites, works in the office or home, or until they select another station.
A user must have a multi-media computer and a free downloadable copy of the
RealPlayer installed. Audio quality depends on speed of Internet connection and
computer and quality of a particular station's host server. A 28k modem and 486
computer will provide acceptable results.
Revenue is derived from the sale of onsite advertising and affiliated ecommerce
programs. Current advertisers include Rolling Stone Magazine and Gillette.
RadioTower's ecommerce affiliates include: Music Previews, Audio Book Club,
Beyond.com (software), IQ (audio software) and Wall Street Journal. Specific
RadioTower Web pages will be targeted towards particular audiences. For example,
music listeners are offered Music Preview CD's, while business listeners can
subscribe to the Wall Street Journal online.
RadioTower is also seeking other entertainment concepts that will compliment
RadioTower's genre.
The target for RadioTower's products is the individual listener with a personal
computer. Historically, radio stations have targeted precise listeners with
unique profiles. By tapping into this marketing source online radio stations
plan to acquire a share of the $6 billion radio business. By providing
individual listeners with what they want in a radio station's web site, such as
information and shopping, radio stations will attract listeners, which in turn
will attract advertisers.
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Currently, Americans spend approximately 1.5 hours listening to the radio
online. In the last six months online radio listeners has increased from 6% to
13%. Online usage has increased largely due to the individuals' interest for
research, information and e-commerce. There are approximately 1,600 traditional
radio stations that have made their programming over the Internet with another
3,500 or more radio stations not yet online.
Distribution Methods
RadioTower will distribute its products and services over the Internet and will
advertise through medium such as newspapers, television and radio.
Status of Publicly Announced New Product or Service
RadioTower' site is constantly under development. RadioTower will work with
other Internet development firms to create more powerful software. RadioTower
will partner with content providers and other Internet sites to maximize the
reach and ability of its offerings. Some features RadioTower plans to offer
include:
o highly targeted rich media ads (audio banners) that increase
the value of our partners content.
o customizable one-click access to an array of preselected audio
reports.
o information about the song and artist which is currently
playing, relevant links and one-click album purchase.
o Internet audio hosting services
Competition
Even though the Internet radio market is large enough to support several
directories, RadioTower still competes with many companies possessing greater
financial resources and technical facilities than itself in the Internet radio
market as well as for the recruitment and retention of qualified personnel. Many
of RadioTower's competitors have a very diverse portfolio and have not confined
their market to one industry, product or service, but offer a wide array of
multi-layered businesses consisting of may different customers and industry
partners.
RadioTower's has differentiated itself from its competitors by offering an
international directory that includes all types of radio stations. RadioTower's
competitors limit their directories to stations they host, station sites that
use their audio technology or sites within a limited geographical area.
RadioTower's policy is to link to all audio providers regardless of technology
or proprietary interests. Key advantages that RadioTower has over its
competitors is an in-depth knowledge of the Internet industry and Internet
audio, a fully developed Web site with regular users, and site recognition and
strategic alliances with important industry players.
Sources, Raw Materials and Principal Suppliers
RadioTower is developed and maintained in-house and then uploaded to Ottawa,
Ontario based Istar Internet (www.istar.ca) for serving. Station data is
researched on the Internet, then added to the database on a monthly basis. Each
station is notified of its inclusion and asked if any changes are required. Many
stations also contact us requesting a listing or complimenting us on our
service.
Dependence on One or a Few Major Customers
Any Internet user will be a potential customer of RadioTower. RadioTower does
not have any major customers that it depends on.
Patents/Trade Marks/Licences/Franchises/Concessions/Royalty Agreements or Labour
Contracts
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RadioTower currently does not own any patents or trade marks and is not a party
to any licence or franchise agreements, concessions, royalty agreements or
labour contracts.
The Internet site is copyrighted upon uploading. radiotower.com is a registered
domain name of RadioTower. RadioTower will seek trademark protection for
RadioTower as it refers to an internet service and further trademark protection
for the slogans "The Internet Radio Receiver", which RadioTower has used online
since June of 1996, and for "Transmitting YOUR message to the world!".
which RadioTower has used since June of 1997.
Requirement for Government Approval of Principal Products or Services
Currently, there is no requirement for RadioTower to obtain any governmental
approval on any of its products or services.
Effect of Existing or Probable Governmental Regulations on RadioTower's Business
RadioTower is a portal, distribution of radio. There are no existing or probable
government regulations on RadioTower's business. However, there are unforeseen
uncertainties in the future of the Internet radio and audio. As a result of a
lack of regulation, the music industry has a problem with pirating (copying) of
music with the MP3 comparison technologies available over the Internet. The
audio of digital music may destroy online music distribution through e-commerce
stores and change the music industry altogether.
Expenditures on Research and Development During the Last Two Fiscal Years
$34,000 has have been spent on research and development activities since the
date of RadioTower's incorporation. None of these costs were borne directly by
the customers of RadioTower.
Number of Total Employees and Number of Full Time Employees
RadioTower has two employees, both of which are fulltime employees. RadioTower
is in the process of hiring programmers and designers on a consultant basis and
will continue to do so as the need arises.
ITEM 2. PLAN OF OPERATION.
RadioTower did not have any revenues generated from its business operations
during its last two fiscal years. RadioTower is in the early stages of operation
and just beginning to generate business revenues.
RadioTower's twelve-month plan of operation is to (i) improve the quality and
quantity of content on its website in order to provide the best online directory
connecting listeners to stations worldwide, (ii) increase site traffic, and
(iii) develop more revenue-generating programs. RadioTower will improve its site
by developing a more dynamic interface and making the site easier to navigate
and more graphically exciting. RadioTower will utilize new technologies and
software such as Flash with Vector graphics to improve the quality of the
website. RadioTower's strategy is to enhance the product design while increasing
brand awareness and loyalty among its listeners.
RadioTower will continue to add as many stations as possible to its directory
and will also continue to add more contextual and specific information to the
site. As technology improves, RadioTower plans to provide more customized
features and a much more interactive interface. The website will have a
user-friendly design and a quick download time and have cross-reference
capabilities. The site will provide users with more information on their
searches such as better station descriptions, and will highlight special events,
concerts and regularly scheduled features. RadioTower will also provide a
multiple of dynamic ways for our visitors to interact in the site.
RadioTower will attempt to generate more revenue by (i) venturing into new
markets, (ii) acquiring exclusive rights to radio personalities and content, and
(iii) expanding its e-commerce store.
In order to increase site traffic, RadioTower will launch an extensive sales and
marketing campaign to promote its website. The campaign will include banner and
audio advertising on the Internet, print ads in relevant print media
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and spot ads on radio stations. RadioTower will participate in trade shows that
have an Internet, technology and/or radio focus.
RadioTower cannot satisfy its cash requirements for the next 12 months without
having to raise additional funds. RadioTower will raise any required additional
funds by way of equity and/or debt financing.
RadioTower will not be purchasing any plant or significant equipment. RadioTower
will continue with its research or development by conducting continuous
perceptual studies to monitor what listeners want from its website and by
continuing to explore various e-commerce models to ensure its store and website
continue to meet the listeners' needs.
RadioTower will continue to hire employees as the need arises and finances
allow. Positions will include web programmers, graphic artists, web masters,
multimedia designers, web writers, marketing representatives, sales
representatives and administrators.
ITEM 3. DESCRIPTION OF PROPERTY.
RadioTower's sole assets are its copyrighted site and its registered domain name
"radiotower.com".
As discussed in Item 1(a), RadioTower has abandoned all of its interests in
mineral claims and no longer has any right, title or interest in any mineral
claim.
RadioTower operates from its principal executive offices at 322 - 425 Carrall
Street, Vancouver, British Columbia, Canada. RadioTower has leased this premise
for one year renewable on a month to month basis. In the opinion of the
management of RadioTower, this office space will meet the needs of RadioTower
for the foreseeable future.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Security Ownership of Certain Beneficial Owners (more than 5%)
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(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNER [1] OF CLASS
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Common Stock Paul Valkama 3,250,000 [2] 21%
#18 - 4106 Albert Street
Burnaby, B.C.
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Common Stock Henry Valkama 3,250,000 [2] 21%
108 - 7361 Halifax Street
Burnaby, B.C.
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Common Stock CEDE & CO 3,769,000 24.3%
Box 20 Bowling Green Station
New York, New York
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[1] The listed beneficial owner has no right to acquire any shares within 60
days of the date of this Form 10-SB from options, warrants, rights,
conversion privileges or similar obligations.
[2] These shares are registered in the name of "Paul Valkama and Henry Valkama,
as joint tenants" and are owned equally by both parties.
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(B) SECURITY OWNERSHIP OF MANAGEMENT
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(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNER [1] OF CLASS
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Common Stock Alan Brown 500,000 3.2%
2838 Neyland Road
Nanaimo, B.C.
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Common Stock Paul Valkama 6,500,000 [2] 42%
#18 - 4106 Albert Street
Burnaby, B.C.
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Common Stock Jeff Cocks 515,000 [3] 3.3%
2142 Ottawa Avenue
West Vancouver, B.C.
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Common Stock Directors and Executive 7,515,000 48.5%
Officers (as a group)
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[1] The listed beneficial owner has no right to acquire any shares within
60 days of the date of this Form 10-SB from options, warrants, rights,
conversion privileges or similar obligations.
[2] These shares are registered in the name of "Paul Valkama and Henry
Valkama, as joint tenants" and are owned equally by both parties.
[3] 15,000 of these shares are registered in the name of West Isle Ventures
Ltd., of which Jeff Cocks is the sole shareholder.
(C) CHANGES IN CONTROL
RadioTower is not aware of any arrangement that may result in a change in
control of RadioTower.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
(A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS
Mr. Alan Brown and Mr. Paul Valkama have been directors of RadioTower since
April 23, 1999. Mr. Jeff Cocks has been a director of RadioTower since September
15, 1999. Each director holds office until (i) the next annual meeting of the
stockholders, (ii)his successor has been elected and qualified, or (iii) the
director resigns.
Mr. Brown has also been the president, secretary and treasurer of RadioTower
since August 9, 1999.
With the exception of Mr. Cocks, none of the other directors of RadioTower hold
any other directorships in any other reporting company. Mr. Cocks is a director
of Maracote International Resources Inc., Dromin Exploration Ltd. and Fresco
Developments Ltd.
Alan Brown o Mr. Brown (32 years old) is a fifth level Certified General
Accountant and belongs to the Certified General Accountant's Association of
Canada. Mr. Brown is knowledgeable in all aspects of corporate finance. Mr.
Brown attended Malaspina University College. In the past five years, Mr. Brown
has worked for Hazelwood Group as a controller (May-95 to April-99) and for
Purtzki Carle Thiesson, Chartered Accountants as a public accountant
(November-93 to April-95).
Paul Valkama o Mr. Valkama (35) has been envisioning interactive solutions for
over 12 years while working with a variety of clients. Mr. Valkama has created a
variety of web sites and has a broad range understanding of all aspects of the
Internet, including design, graphics, scripting, serving, testing and marketing.
Mr. Valkama has been the President of SoftAd Communications Inc., a web site
design firm in Vancouver, British Columbia, since 1996. His educational
background includes a BA in Communications from Simon Fraser University and a
Diploma in Information Technology from Capilano College, both located in British
Columbia.
Jeff Cocks o Mr. Cocks (37) has an extensive financial and administrative
background. He presently serves as a private financial consultant for a number
of publicly traded companies and serves as a director for several listed
companies. Mr. Cocks completed the Canadian Securities Course in 1985. In the
last five years, Mr. Cocks has worked for Madison Enterprises as a financial
consultant.
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(B) IDENTIFY SIGNIFICANT EMPLOYEES
RadioTower has three significant employees, Alan Brown, Paul Valkama and Henry
Valkama.
(C) FAMILY RELATIONSHIPS
With the exception of Paul Valkama and Henry Valkama, who are brothers, there
are no family relationships among the directors, executive officers or persons
nominated or chosen by RadioTower to become directors or executive officers.
(D) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
(1) No bankruptcy petition has been filed by or against any
business of which any director was a general partner or
executive officer either at the time of the bankruptcy or
within two years prior to that time.
(2) No director has been convicted in a criminal proceeding and is
not subject to a pending criminal proceeding (excluding
traffic violations and other minor offences).
(3) No director has been subject to any order, judgement, or
decree, not subsequently reversed, suspended or vacated, of
any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities
or banking activities.
(4) No director has been found by a court of competent
jurisdiction (in a civil action), the Securities Exchange
Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law,
that has not been reversed, suspended, or vacated.
ITEM 6. EXECUTIVE COMPENSATION.
RadioTower has paid an aggregate CDN$18,000 to its named executive officers
during its last fiscal year.
SUMMARY COMPENSATION TABLE
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Long-term compensation
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Annual compensation Awards Payouts
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Other Securities
annual Restricted underlying All other
compen stock options/ LTIP compen
Name and principal Salary Bonus -sation awards SARs Payouts -sation
position Year ($) ($) ($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
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Anthony England, CEO 1998 none none none none none none none
May 1998-Aug 1999 1999 none none none none none none none
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Alan Brown, CEO 1999 none none none none none none none
Aug 1999-Oct 1999
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Paul Valkama, Director 1999 18,000 none none none none none none
Apr 1999 - Oct 1999
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Since RadioTower's incorporation, no stock options, stock appreciation rights,
or long-term incentive plans have been granted, exercised or repriced.
Currently, there are no arrangements between RadioTower and any of its directors
whereby such directors are compensated for any services provided as directors.
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In April of 1999, RadioTower agreed with each of Paul Valkama and Henry Valkama
to retain them as employees and to pay each of them CDN$3,000 per month. There
is no term to these agreements as they were oral agreements and can be
terminated at any time.
Except for the oral agreements with each of Paul Valkama and Henry Valkama,
there are no employment agreements between RadioTower and any named executive
officer, and there are no employment agreements or other compensating plans or
arrangements with regard to any named executive officer which provide for
specific compensation in the event of resignation, retirement, other termination
of employment or from a change of control of RadioTower or from a change in a
named executive officer's responsibilities following a change in control.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(A) RELATIONSHIPS WITH INSIDERS
The only material transaction undertaken by RadioTower since its incorporation
is its acquisition of all the assets and goodwill of Radiotower.com and
RadioTower Interactive from Paul Valkama and Henry Valkama pursuant to a
Purchase Agreement among RadioTower, Paul Valkama and Henry Valkama dated March
12, 1999. As full consideration for the business, RadioTower issued an aggregate
6,500,000 shares of common stock at $0.001 per share to Paul Valkama (3,250,000
shares) and to Henry Valkama (3,250,000 shares). See Exhibit 6.1.
No member of management, executive officer or security holder had any direct or
indirect interest in this transaction.
(B) TRANSACTIONS WITH PROMOTERS
RadioTower has no promoter at this time.
ITEM 8. DESCRIPTION OF SECURITIES.
(A) COMMON OR PREFERRED STOCK
The authorized common stock of RadioTower is 50,000,000 shares of common stock
with a par value of $0.001 per share, of which 15,500,000 shares are issued and
outstanding as of the date of this filing, and 1,000,000 shares of preferred
stock with a par value of $0.01 per share, of which no shares have been issued.
All of the issued and outstanding shares of common stock are fully paid and
non-assessable.
All shares of both common stock and preferred stock have equal voting rights
and, when validly issued, are entitled to one vote per share in all matters to
be vote upon by the stockholders. The shares have no pre-emptive, subscription,
conversion or redemption rights and may be issued only as fully paid and
non-assessable shares. Cumulative voting in the election of directors is not
permitted, which means that the holders of a majority of the issued and
outstanding shares of common stock represented at any stockholder meeting at
which a quorum is present, will be able to elect the entire Board of Directors
if they so choose and, in such event, the holders of the remaining shares of
common stock will not be able to elect any directors. Holders of shares of
common stock are entitled to share rateable in distributions, as may be declared
from time to time by the Board of Directors in its discretion, from funds
legally available for distribution.
There is no provision in RadioTower's constating documents that would delay,
defer or prevent a change in control of RadioTower.
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(B) DEBT SECURITIES
RadioTower is not offering any debt securities.
(C) OTHER SECURITIES TO BE REGISTERED
RadioTower is not registering any other securities of its capital at this time
other than its common stock.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON RADIOTOWER'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(A) MARKET INFORMATION
RadioTower's common stock is quoted on the pink sheets under the symbol "RTOW".
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QUARTER PERIOD HIGH BID LOW BID SOURCE
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July - September 1998 $0.01 $0.01 Quicken.com
- ------------------------------- --------------------- --------------------- ----------------------------
October - December 1998 $0.01 $0.01 Quicken.com
- ------------------------------- --------------------- --------------------- ----------------------------
January - March 1999 $0.01 $0.01 Quicken.com
- ------------------------------- --------------------- --------------------- ----------------------------
April - June 1999 $4.38 $0.02 Quicken.com
- ------------------------------- --------------------- --------------------- ----------------------------
July - September 1999 $1.75 $0.375 Quicken.com
- ------------------------------- --------------------- --------------------- ----------------------------
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Quotations for RadioTower's common shares reflect inter-dealer prices, without
retail markup, markdown or commission and may not represent actual transactions.
(B) HOLDERS
RadioTower has approximately 23 holders of record of common stock as of the date
of this filing.
(C) DIVIDENDS
No dividends have been declared on RadioTower's common stock.
Except for the lack of funds, there are no restrictions that limit the ability
of RadioTower to pay dividends on RadioTower's common stock.
ITEM 2. LEGAL PROCEEDINGS.
RadioTower is not a party to any pending legal proceedings, and to the best of
RadioTower's knowledge, none of RadioTower's assets are the subject of any
pending legal proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
RadioTower's principal independent accountant, Stark Tinter & Associates, LLC,
has not changed since the date of incorporation and there have been no
disagreements with RadioTower's principal independent accountant.
ITEM 4. RECENT SALE OF UNREGISTERED SECURITIES.
On May 5, 1998, the Board of Directors authorized the issuance of an aggregate
3,500,000 shares of common stock at $0.01 for a total offering price of $35,000.
The offering was fully subscribed and RadioTower received $35,000 in cash.
RadioTower relied upon Section 4(2) of the Securities Act of 1933, as amended,
and Rule 504 of Regulation D. This offering was not accompanied by any general
advertisement or any general solicitation. The subscribers were provided with
and acknowledged receipt of RadioTower's private placement offering memorandum.
RadioTower also received from each subscriber a completed and signed
subscription agreement containing certain representations and warranties,
including, among others, that the subscribers had bought the shares for their
own investment accounts.
The following is a list of the subscribers that subscribed for shares in the May
5, 1998 private placement.
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<TABLE>
NAME OF SUBSCRIBERS
<S> <C> <C>
Heather Alexander Annandale Investment Corporation B-Mac Trading Inc.
Leah Balderson Shane Barber William Bowker
Barry Clemiss Candiss Cox Michael dePfyffer
Dresden Investments S.A. Chris England Tim England
Christine Ferguson Randy Fraser Thomas Gardner
Rob Griffis Danielle Halls Shane Ivancoe
Debbie Jackson Scd Jackson Maxine Knight
Timothy S. Kravjanski Marcella Lamdureux Fred McDonald
Julie Pearson Philip Rooyakkers Leslie Rutledge
Kerry Semple Andrew Smart Richard Strachan
Gerry Vipond Douglass Wallace Daniel J. Walsh
Jason Walsh Damerka Ward
</TABLE>
On March 5, 1999, the Board of Directors authorized the issuance of 6,500,000
shares of common stock at $0.001 per share as consideration to be paid to Paul
Valkama and Henry Valkama for the purchase of the RadioTower Interactive
business. RadioTower relied upon Section 4(2) of the Securities Act of 1933, as
amended. See Exhibit 6.1.
On March 12, 1999, the Board of Directors authorized the issuance of an
aggregate 2,500,000 shares of common stock at $0.01 for a total offering price
of $25,000. The offering was fully subscribed and RadioTower received $25,000 in
cash. RadioTower relied upon Section 4(2) of the Securities Act of 1933, as
amended, and Rule 504 of Regulation D. This offering was not accompanied by any
general advertisement or any general solicitation. The subscribers were provided
with and acknowledged receipt of RadioTower's private placement offering
memorandum. RadioTower also received from each subscriber a completed and signed
subscription agreement containing certain representations and warranties,
including, among others, that the subscribers had bought the shares for their
own investment accounts.
The following is a list of the subscribers that subscribed for shares in the
March 12, 1999 private placement.
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NAME OF SUBSCRIBERS
<S> <C> <C>
Dorothy McNabb Lisa McNabb Tracy Rehmke
Coleen Panchinski Larry McNabb Kandice Keith
Jason Walsh Valerie Greer Pacific Rim Capital
</TABLE>
On September 29, 1999, the Board of Directors authorized the issuance of an
aggregate 3,000,000 shares of common stock at $0.01 for a total offering price
of $30,000. The offering was fully subscribed and RadioTower received $30,000 in
cash. RadioTower relied upon Section 4(2) of the Securities Act of 1933, as
amended, and Regulation S. This offering was not accompanied by any general
advertisement or any general solicitation. RadioTower received from each
subscriber a completed and signed subscription agreement containing certain
representations and warranties, including, among others, that the subscribers
had bought the shares for their own investment accounts.
The following is a list of the subscribers that subscribed for shares in the
September 29, 1999 private placement.
<TABLE>
<CAPTION>
NAME OF SUBSCRIBERS
<S> <C> <C> <C>
Alan Brown Scott Macleod Emmanuel Hajck Escape Enterprises Ltd.
Jeff Cocks Suzanne Kemp Tech Equities Ltd. Skyline Properties Ltd.
</TABLE>
11
<PAGE>
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Articles V and VI of the Articles of Incorporation and Article VI of the By-Laws
of RadioTower set forth certain indemnification rights. The By-Laws of
RadioTower provide that RadioTower will indemnify its directors and officers
from any action, suit or proceeding, whether civil, criminal, administrative, or
investigative to the fullest extent that indemnification is legally permissible
under the laws of Nevada. The By-laws further provide that any expenses of the
directors and officers incurred in defending an action, suit, or proceeding must
be paid by RadioTower as these expenses are incurred and in advance of the final
disposition of the action, suit, or proceeding.
RadioTower may also purchase and maintain insurance or make other financial
arrangements for the benefit of any director or officer who is or was a director
or officer of RadioTower and such insurance may cover claims for which
RadioTower could not indemnify such director or officer. Currently, RadioTower
has not purchased any such insurance or made any such financial arrangements.
The Articles of RadioTower provide that no director or officer is personally
liable to RadioTower or its stockholders for damages for breach of fiduciary
duty as a director or officer.
The Nevada Private Corporations Act provides that RadioTower may indemnify its
directors and officers if the directors and officers acted in good faith and in
a manner the directors and officers believed to be in the best interest of
RadioTower and had no reasonable cause to believe the conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended may be permitted to officers, directors or persons controlling
RadioTower pursuant to the foregoing, such indemnification may be against public
policy as expressed in the Securities Act of 1933, as amended, and would
therefore be unenforceable.
Except as referred to above, no controlling person, director or officer of
RadioTower is insured or indemnified by any statute, charter provisions,
by-laws, contract or other arrangement.
PART F/S
The audited financial statements of RadioTower and related notes which are
included in this registration statement have been examined by Stark Tinter &
Associates, LLC, and have been included in reliance upon the opinion of such
accountants given upon their authority as an expert in auditing and accounting.
Magnum Ventures Inc.
(A Development Stage Company)
As of December 31, 1998, and
for the Period May 5, 1998 (inception)
to December 31, 1998
12
<PAGE>
Magnum Ventures Inc.
(A Development Stage Company)
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Auditors F-2
Balance Sheet F-3
Statement of Operations F-4
Statement of Changes in Stockholders' Equity F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7-8
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
Magnum Ventures Inc.
West Vancouver, B.C. Canada
We have audited the accompanying balance sheet of Magnum Ventures Inc. (a
development stage company) as of December 31, 1998, and the related statements
of operations, stockholders' equity, and cash flows for the period from May 5,
1998 (inception) to December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Magnum Ventures Inc. (a
development stage company) as of December 31, 1998, and the results of its
operations, and its cash flows for the period from May 5, 1998 (inception) to
December 31, 1998, in conformity with generally accepted accounting principles.
/s/Stark Tinter & Associates, LLC
Stark Tinter & Associates, LLC
Englewood, Colorado
August 5, 1999
F-2
<PAGE>
Magnum Ventures Inc.
(A Development Stage Company)
Balance Sheet
December 31, 1998
ASSETS
<TABLE>
<S> <C>
Current assets:
Cash $5,789
Other assets:
Organizational costs, net of
accumulated amortization of $109 703
-----------------
$6,492
=================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $4,439
-----------------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value,
1,000,000 shares authorized, none outstanding -
Common stock, $0.001 par value,
50,000,000 shares authorized,
3,500,000 shares issued 3,500
Additional paid in capital 29,618
Deficit accumulated during the
development stage (31,065)
-----------------
2,053
-----------------
$6,492
=================
</TABLE>
F-3
<PAGE>
Magnum Ventures Inc.
(A Development Stage Company)
Statement of Operations
May 5, 1998 (inception) through December 31, 1998
<TABLE>
<S> <C>
Revenue $-
Costs and expenses:
General and administrative 25,956
Amortization 109
Loss on investment in mineral property 5,000
------------------
Net loss $(31,065)
==================
Per share information:
Weighted average number
of common shares outstanding - basic 2,362,500
==================
Net loss per common share - basic $(0.01)
==================
</TABLE>
F-4
<PAGE>
Magnum Ventures Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
May 5, 1998 (inception) through December 31,
1998
<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
----------------------------
Shares Amount Paid in Capital Development Stage Total
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Issuance of stock for
cash at $0.01 per share
(net of issuance costs)(Note 2) 2,000,000 $2,000 $16,118 $18,118
Issuance of stock for
repayment of advances
at $0.01 per share (Note 4) 1,500,000 1,500 13,500 15,000
Net loss for the period (31,065) (31,065)
------------------------------------------------------------------------------------------
3,500,000 $3,500 $29,618 $(31,065) $2,053
==========================================================================================
</TABLE>
F-5
<PAGE>
Magnum Ventures Inc.
(A Development Stage Company)
Statement of Cash Flows
May 5, 1998 (inception) through December 31, 1998
<TABLE>
<S> <C>
Cash flows from operating activities:
Net loss $(31,065)
Adjustments to reconcile netloss to
net cash used in operating activities:
Amortization 109
Increase in accounts payable 4,439
Loss on investment 5,000
---------------------
Net cash used in operating activities (21,517)
---------------------
Cash flows from investing activities:
Organization costs (812)
Investment in mineral claims (5,000)
---------------------
Net cash used in investing activities (5,812)
---------------------
Cash flows from financing activities:
Proceeds from stock sales, net of
issuance costs 18,118
Proceeds from stock issuance for
repayment of advances 15,000
---------------------
Net cash provided by financing activities 33,118
---------------------
Net increase in cash 5,789
Beginning cash -
=====================
Ending cash $5,789
=====================
</TABLE>
Magnum ventures
Weighted Average
share calculation
<TABLE>
<CAPTION>
December 31, 1998 No. Shares No. of days Weighted
Sold outstanding Average
-------------------------------------------------------
<S> <C> <C> <C> <C>
May 1998 0 0 0
June 1998 0 0 0
July 1998 3,500,000 162 2,362,500 (162/240
DAYS)
Aug 1998 0
Sept 1998 0
Oct 1998 0
Nov 1998 0
Dec 1998 0
------------------ ----------------
3,500,000 2,362,500
------------------ ----------------
</TABLE>
F-6
<PAGE>
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated on May 5, 1998, in the State of Nevada.
The Company is in the development stage and originally pursued business
in the mining industry. Subsequent to December 31, 1998, the Company
purchased an internet broadcasting company (see Note 5).
Organizational costs
Organizational costs include costs for professional fees and are
amortized using the straight-line method over five years.
Net loss per share
The net loss per share - basic is computed by dividing the net loss for
the period by the weighted average number of common shares outstanding
for the period.
Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.
Note 2. STOCKHOLDERS' EQUITY
During the period, 2,000,000 shares of common stock $0.001 par value
were issued to various investors for cash of $20,000 in a private
placement pursuant to Regulation D, Rule 504. Issuance costs were
$1,882.
Also, during the period, 1,500,000 shares of common stock $0.001 par
value were issued in exchange for repayment of advances (See Note 4).
Note 3. LOSS ON INVESTMENT IN MINERAL PROPERTY
The Company entered into an Option to Purchase agreement on June 4,
1998, to acquire the rights to mineral property claims located in the
Liard Mining Division, British Columbia. The agreement was made with
Hunter Exploration Group (Hunter). The terms of the agreement required
the Company to make an initial cash payment to Hunter in the amount of
US$5,000, which it made during the period. Further required payments
were not made and subsequent to December 31, 1998, the agreement was
void (See Note 4). Therefore, the initial cash investment has been
charged to expense as a loss on investment.
F-7
<PAGE>
Note 4. RELATED PARTY TRANSACTIONS
During the period from May 5, 1998 (inception) to December 31, 1998,
business associates of the sole officer and director of the Company
("sole officer"), advanced to the Company $15,000. The funds, in $5,000
increments, were used to pay for management fees, a legal retainer and
to reduce the other payable to Hunter. The sole officer's associates
were repaid through the issuance of 1,500,000 shares.
Note 5. SUBSEQUENT EVENTS
On March 5, 1999, the Company entered into an agreement to purchase an
internet broadcasting business which provides free online directories
of live radio stations. In exchange, the Company issued 6,500,000
shares of restricted common stock. This transaction will be accounted
for under the purchase method of accounting. The Company will carry on
business under the name Radiotower.com. As a result of this
transaction, the Company accepted the resignation of the sole officer
of the Company and appointed a new director.
During March 1999, the Company completed an offering of 2,500,000
shares of common stock for $0.01 per share, pursuant to the exemption
from registration contained in Rule 504 of Regulation D.
Also during March 1999, the Company entered into a $2,500 promissory
note with its management company. The note is non-interest bearing and
matures March 2000.
Note 6. INCOME TAXES
The Company has a Federal net operating loss carryforward of
approximately $26,000, which will expire in the year 2018, and a net
capital loss carryforward of $5,000 which is not deductible for tax
purposes and will expire in the year 2003. The tax benefit of these net
operating and capital losses of approximately $6,200 has been offset by
a full allowance for realization. This carryforward may be limited upon
the consummation of a business combination under IRC Section 381.
F-8
<PAGE>
RadioTower.com Inc.
fka Magnum Ventures Inc.
(A Development Stage Company)
As of June 30, 1999, and
for the Period May 5, 1998 (inception)
to June 30, 1999
(Unaudited)
F-9
<PAGE>
RadioTower.com Inc.
fka Magnum Ventures Inc.
(A Development Stage Company)
Table of Contents
<TABLE>
<CAPTION>
Page
----
<S> <C>
Balance Sheet F-11
Statements of Operations F-12
Statement of Changes in Stockholders' Equity F-13
Statements of Cash Flows F-14
Notes to Financial Statements F-15-17
</TABLE>
F-10
<PAGE>
RadioTower.com Inc.
fka Magnum Ventures Inc.
(A Development Stage Company)
Balance Sheet
June 30, 1999
(Unaudited)
ASSETS
<TABLE>
<S> <C>
Current assets:
Cash $5,055
Other assets:
Goodwill 6,500
-----------------
$11,555
=================
LIABILITIES AND STOCKHOLDERS' EQUITY
Other liabilities:
Loans payable - stockholders $13,000
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value,
1,000,000 shares authorized, none outstanding -
Common stock, $0.001 par value,
50,000,000 shares authorized,
12,500,000 shares issued and outstanding 12,500
Additional paid in capital 52,118
Deficit accumulated during the
development stage (65,869)
Cumulative translation adjustment (194)
-----------------
(1,445)
-----------------
$11,555
=================
</TABLE>
F-11
<PAGE>
RadioTower.com Inc.
fka Magnum Ventures Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the Period
For the Six May 5, 1998
Months Ended (inception) to
June 30, 1999 June 30, 1999
------------------ -----------------
<S> <C> <C>
Revenue $- $-
Costs and expenses:
General and administrative 34,100 60,056
Amortization 704 813
Loss on investment in mineral property - 5,000
------------------ -----------------
Net loss $(34,804) $(65,869)
================== =================
Per share information:
Weighted average number
of common shares outstanding - basic 6,353,591 3,289,041
================== =================
Net loss per common share - basic $(0.01) $(0.02)
================== =================
</TABLE>
F-12
<PAGE>
RadioTower.com Inc.
fka Magnum Ventures Inc.
(A Development Stage Company)
Statement of Changes in Stockholders'
Equity
For the Period May 5, 1998 (inception)
through June 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
Deficit
Accumulated Cumulative
Common Stock Additional During the Translation
---------------------------------
Shares Amount Paid in Capital Development Stage Adjustment Total
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Issuance of stock for
cash at $0.01 per share
(net of issuance costs) 2,000,000 $2,000 $16,118 $- $- $18,118
Issuance of stock for
repayment of advances
at $0.01 per share 1,500,000 1,500 13,500 - - 15,000
Net loss for the
period from inception
to December 31, 1998 - - - (31,065) - (31,065)
------------------------------------------------------------------------------------------------
3,500,000 3,500 29,618 (31,065) - 2,053
Issuance of stock for
purchase of goodwill 6,500,000 6,500 - - - 6,500
Issuance of stock for
cash at $0.01 per share 2,500,000 2,500 22,500 - - 25,000
Foreign currency translation
adjustment - - - - (194) (194)
Net loss for the
six months ended
June 30, 1999 - - - (34,804) - (34,804)
------------------------------------------------------------------------------------------------
12,500,000 $12,500 $52,118 $(65,869) $(194) $(1,445)
================================================================================================
</TABLE>
F-13
<PAGE>
RadioTower.com Inc.
fka Magnum Ventures Inc.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the Period
For the Six May 5, 1998
Months Ended (inception) to
Cash flows from operating activities: June 30, 1999 June 30, 1999
------------------ ------------------
<S> <C> <C>
Net loss $(34,804) $(65,869)
Adjustments to reconcile net loss
to net cash used in
operating activities:
Amortization 704 813
Decrease in accounts payable (4,440) -
Increase in loans payable - shareholders 13,000 13,000
------------------ ------------------
Net cash used in operating activities (25,540) (52,056)
------------------ ------------------
Cash flows from investing activities:
Organization costs - (813)
------------------ ------------------
Net cash used in investing activities - (813)
------------------ ------------------
Cash flows from financing activities:
Proceeds from stock issuances, net of
issuance costs 25,000 43,118
Proceeds from stock issuance for
repayment of advances - 15,000
Cumulative translation adjustment (194) (194)
------------------ ------------------
Net cash provided by financing activities 24,806 57,924
------------------ ------------------
Net (decrease) increase in cash (734) 5,055
Beginning cash 5,789 -
------------------ ------------------
Ending cash $5,055 $5,055
================== ==================
Non-cash activities:
Issuance of stock for purchase of goodwill $6,500 $6,500
================== ==================
</TABLE>
F-14
<PAGE>
<TABLE>
<CAPTION>
RadioTower.com Inc.
Weighted Average share
calculation
5/5/98 -
6/30/99 No. Shares No. of days Weighted
Sold outstanding Average
---------------------------------------------------
<S> <C> <C> <C> <C>
July 1998 3,500,000 343 3,289,041 (343/365 DAYS)
Aug 1998 0 0
Sept 1998 0 0
Oct 1998 0 0
Nov 1998 0 0
Dec 1998 0 0
Jan 1999 0 0
Feb 1999 0 0
Mar 1999 2,500,000 100 684,932
Apr 1999 0 0
May 1999 6,500,000 41 730,137
June 1999 0 0
------------------ ----------------
12,500,000 3,289,041
------------------ ----------------
</TABLE>
<TABLE>
RadioTower.com Inc.
Weighted Average share
calculation
1/1/99 -
6/30/99 No. Shares No. of days Weighted
Sold outstanding Average
----------------------------------------------------
<S> <C> <C> <C> <C>
Jan 1999 3,500,000 181 3,500,000
Feb 1999 0 0
Mar 1999 2,500,000 100 1,381,215
Apr 1999 0 0
May 1999 6,500,000 41 1,472,376
June 1999 0 0
---------------- -----------------
12,500,000 6,353,591
---------------- -----------------
</TABLE>
F-15
<PAGE>
Note 1. BASIS OF PRESENTATION
The interim financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the
information presented not misleading.
These statements reflect all adjustments, consisting of normal
recurring adjustments which, in the opinion of management, are
necessary for fair presentation of the information contained therein.
It is suggested that these financial statements be read in conjunction
with the financial statements and notes thereto included in the
Company's audited financial statements for the period May 5, 1998 to
December 31, 1998.
Results of operations for the interim period are not indicative of
annual results.
Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
The Company was incorporated on May 5, 1998, in the State of Nevada.
The Company is in the development stage and originally pursued business
in the mining industry. During the period, the Company purchased an
internet broadcasting company (see Note 6).
Goodwill
Goodwill represents the excess of the cost of a company acquired over
the fair value of its net assets at the date of acquisition and is
being amortized using the straight-line method over five years.
Net loss per share
The net loss per share - basic is computed by dividing the net loss for
the period by the weighted average number of common shares outstanding
for the period.
Estimates
The preparation of the Company's financial statements in conformity
with generally accepted accounting principles requires the Company's
management to make estimates and assumptions that affect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.
Note 3. STOCKHOLDERS' EQUITY
During the period, 2,000,000 shares of common stock $0.001 par value
were issued to various
F-16
<PAGE>
investors for cash of $20,000 in a private placement pursuant to
Regulation D, Rule 504. Issuance costs were $1,882.
Also, during the period, 1,500,000 shares of common stock $0.001 par
value were issued in exchange for repayment of advances.
In addition, 6,500,000 shares of common stock $0.001 par value were
issued in consideration for the goodwill of RadioTower.com (See Note
6).
An additional 2,500,000 shares of common stock $0.001 par value were
issued to various investors for cash of $25,000 in a private placement
pursuant to Regulation D, Rule 504.
Note 4. LOSS ON INVESTMENT IN MINERAL PROPERTY
The Company entered into an Option to Purchase agreement on June 4,
1998, to acquire the rights to mineral property claims located in the
Liard Mining Division, British Columbia. The agreement was made with
Hunter Exploration Group (Hunter). The terms of the agreement required
the Company to make an initial cash payment to Hunter in the amount of
US$5,000, which it made during the period. Further required payments
were not made and during the period, the agreement was void. Therefore,
the initial cash investment was charged to expense as a loss on
investment.
Note 5. RELATED PARTY TRANSACTIONS
During the period from May 5, 1998 (inception) to June 30, 1999,
shareholders of the Company loaned to the Company $13,000 in exchange
for two promissory notes. The notes bear no interest and are due at
various dates through May 2000. As of June 30, 1999, the Company owed
the shareholders $13,000.
Note 6. PURCHASE AGREEMENT
On March 5, 1999, the Company entered into an agreement to purchase an
internet broadcasting business which provides free online directories
of live radio stations. In exchange, the Company issued 6,500,000
shares of restricted common stock. This transaction will be accounted
for under the purchase method of accounting. The Company will carry on
business under the name Radiotower.com. As a result of this
transaction, the Company accepted the resignation of the sole officer
of the Company and appointed a new director.
Also during March 1999, the Company entered into a $2,500 promissory
note with its management company. The note is non-interest bearing and
matures March 2000. Note 7. INCOME TAXES
The Company has a Federal net operating loss carryforward of
approximately $65,000, which will expire through the year 2019, and a
net capital loss carryforward of $5,000 which is not deductible for tax
purposes and will expire in the year 2003. The tax benefit of these net
operating and capital losses of approximately $14,000 has been offset
by a full allowance for realization. This carryforward may be limited
upon the consummation of a business combination under IRC Section 381.
F-17
<PAGE>
PART III
ITEMS 1 AND 2. INDEX TO AND DESCRIPTION OF EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
<S> <C> <C>
Exhibit A 1. Audited Financial Statements as of December 31, 1998 for the period Included
May 5, 1998 (inception) to December 31, 1998
2. Interim financial statements as of June 30, 1999 for
the period May 5, Included 1998 (inception) to June 30,
1999.
Exhibit 2.1 Corporate Charter Included
Exhibit 2.2 Articles of Incorporation Included
Exhibit 2.3 Certificate of Amendment of Articles of Incorporation Included
Exhibit 2.4 By-Laws Included
Exhibit 3 Instruments defining the rights of security holders None
Exhibit 5 Voting Trust Agreement None
Exhibit 6.1 Material Contracts - Purchase Agreement Included
Exhibit 7 Material Foreign Patents None
Exhibit 12 Additional Exhibits None
</TABLE>
13
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934,as amended, RadioTower has duly caused this registration statement to be
signed on its behalf by the undersigned, who is duly authorized.
RADIOTOWER.COM, INC.
Dated October 22, 1999 BY: /S/ ALAN BROWN
------------------------------------------
ALAN BROWN - PRESIDENT
14
EXHIBIT 2.1
SECRETARY OF STATE
{Logo Omitted}
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that MAGNUM VENTURES INC. did on MAY 5, 1998 file in this office
the original Articles of Incorporation; that said Articles are now on file and
of record in the office of the Secretary of State of the State of Nevada, and
further, that said Articles contain all the provisions required by the law of
said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office, in Carson City, Nevada, on MAY 6, 1998.
/s/ Dean Heller
Secretary of State
By /s/ Kelly R. Davenport
----------------------
Certification Clerk
EXHIBIT 2.2
ARTICLES OF INCORPORATION
OF
MAGNUM VENTURES INC.
ARTICLE I
The name of the corporation is Magnum Ventures Inc. (the
"Corporation").
ARTICLE II
The amount of total authorized capital stock which the Corporation
shall have authority to issue is 50,000,000 shares of common stock, each with
$0.001 par value, and 1,000,000 shares of preferred stock, each with $0.01 par
value. To the fullest extent permitted by the laws of the State of Nevada
(currently set forth in NRS 78.195), as the same now exists or may hereafter be
amended or supplemented, the Board of Directors may fix and determine the
designations, rights, preferences or other variations of each class of series
within each class of capital stock of the Corporation.
ARTICLE III
The business and affairs of the Corporation shall be managed by a Board
of Directors which shall exercise all the powers of the Corporation except as
otherwise provided in the Bylaws, these Articles of Incorporation or by the laws
of the State of Nevada. The number of members of the Board of Directors shall be
set in accordance with the Company's Bylaws; however the initial Board of
Directors shall consist of one member. The name and address of the person who
shall serve as the director until the first annual meeting of stockholders and
until his successors are duly elected and qualified is as follows:
Name Address
- ---- -------
Anthony England 536 Ballantree Place
West Vancouver, BC V7S 1 W3
Canada
1
<PAGE>
ARTICLE IV
The name and address of the incorporator of the Corporation is Craig
A. Stoner, 455 Sherman Street, Suite 300, Denver, Colorado 80203.
ARTICLE V
To the fullest extent permitted by the laws of the State of Nevada
(currently set forth in NRS 78.037), as the same now exists or may hereafter be
amended or supplemented, no director or officer of the Corporation shall be
liable to the Corporation or to its stockholders for damages for breach of
fiduciary duty as a director or officer.
ARTICLE VI
The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person against all liability and
expense (including attorneys' fees) incurred by reason of the fact that he is or
was a director or officer of the Corporation, he is or was serving at the
request of the Corporation as a director, officer, employee, or agent of, or in
any similar managerial or fiduciary position of, another corporation,
partnership, joint venture, trust or other enterprise. The Corporation shall
also indemnify any person who is serving or has served the Corporation as a
director, officer, employee, or agent of the Corporation to the extent and in
the manner provided in any bylaw, resolution of the shareholders or directors,
contract, or otherwise, so long as such provision is legally permissible.
ARTICLE VII
The owners of shares of stock of the Corporation shall not have a
preemptive right to acquire unissued shares, treasury shares of securities
convertible into such shares.
ARTICLE VIII
Only the shares of capital stock of the Corporation designated at
issuance as having voting rights shall be entitled to vote at meetings of
stockholders of the Corporation, and only stockholders of record of shares
having voting rights shall be entitled to notice of and to vote at meetings of
stockholders of the Corporation.
2
<PAGE>
ARTICLE IX
The initial resident agent of the Corporation shall be the Corporation
Trust Company of Nevada, whose street address is 1 East 1st Street, Reno, Nevada
89501.
ARTICLE X
The provisions of NRS 78.378 to 78.3793 inclusive, shall not apply to
the Corporation.
ARTICLE XI
The purposes for which the Corporation is organized and its powers are
as follows:
To engage in all lawful business; and
To have, enjoy, and exercise all of the rights, powers, and privileges
conferred upon corporations as incorporated pursuant to Nevada law, whether now
or hereafter in effect, and whether or not herein specifically mentioned.
ARTICLE XII
One-third of the votes entitled to be cast on any matter by each
shareholder voting group entitled to vote on a matter shall constitute a quorum
of that voting group for action on that matter by shareholders.
ARTICLE XIII
The holder of a bond, debenture or other obligation of the Corporation
may have any of the rights of a stockholder in the Corporation to the extent
determined appropriate by the Board of Directors at the time of issuance of such
bond, debenture or other obligation.
3
<PAGE>
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 1st day of May, 1998.
By /s/ Craig A. Stoner
--------------------------------
Craig A. Stoner
Incorporator
STATE OF COLORADO )
CITY AND )ss.
COUNTY OF DENVER )
Personally appeared before me this 1st day of May, 1998, Craig A.
Stoner who, being first duly sworn, declared that he executed the foregoing
Articles of Incorporation and that the statements therein are true and correct
to the best of his knowledge and belief.
Witness my hand and official seal.
[SEAL]
NANCY J. PARKS /s/ Nancy J. Parks
NOTARY -------------------
PUBLIC Notary Public
STATE OF COLORADO
My Commission expires: Address:
10/26/98 455 Sherman Street
- ---------------------- Suite 300
Denver, CO 80237
4
<PAGE>
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
I, Corporation Trust Company of Nevada, with address at One East First
Street, Town of Reno, County of Washoe, State of Nevada, hereby accept the
appointment as Resident Agent of Magnum Ventures Inc. in accordance with NRS
78.090.
In Witness Whereof, I have hereunto set my hand this 4th day of May,
1998. ---
CT CORPORATION SYSTEM
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE /s/ Marcia J. Sunahara
STATE OF NEVADA -------------------------
Signature
MAY 05 1998
No. C10386-98 Marcia J. Sunahara
- --------------- -------------------------
/s/ Dean Heller Print Name
DEAN HELLER, SECRETARY OF STATE
Special Asst. Secretary
-------------------------
Title
5
<TABLE>
<S> <C> <C>
DEAN HELLER STATE OF NEVADA TELEPHONE 702.687.5203
SECRETARY OF STATE OFFICE OF THE SECRETARY OF STATE FAX 702.687.3471
101 N. CARSON ST., STE. 3 WEB SITE HTTP://SOS.STATE.NV.US
CARSON CITY, NEVADA 89701-4786 FILING FEE:
</TABLE>
May 18, 1999
C-10836-98
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR PROFIT NEVADA CORPORATIONS
(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
- REMIT IN DUPLICATE -
1. Name of corporation: Magnum Ventures, Inc.
2. The articles have been amended as follows (provide article numbers, if
available): ARTICLE I. is amended in its entirety to now read as follows:
"The name of the corporation is RadioTower.com, Inc. ("the Corporation")"
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power as may be
required in the case of a vote by classes or series, or as may be required by
the provisions of the articles of incorporation have voted in favor of the
amendment if 100%.
4. Signatures:
/S/ "ANTHONY ENGLAND" /S/ "ANTHONY ENGLAND"
- ---------------------------------- -----------------------------------
PRESIDENT OR VICE PRESIDENT SECRETARY OR ASST. SECRETARY
(acknowledgement required) (acknowledgement not required)
Province of: British Columbia
City of: Vancouver
This instrument was acknowledged before me on
April 21, 1999 by
Anthony England (Name of Person)
as President
as designated to sign this certificate
of Magnum Ventures Inc.
(name on behalf of whom instrument was executed)
/S/ "GRAHAM CARROTHERS"
- ----------------------------------
Notary Public Signature
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or Series affected by the amendment regardless of
limitations of restrictions on the voting power thereof
IMPORTANT: Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.
EXHIBIT 2.4
MAGNUM VENTURES INC.
BY LAWS
- --------------------------------
Adopted as of May 5, 1998
<PAGE>
MAGNUM VENTURES INC.
BYLAWS
TABLE OF CONTENTS
SECTION PAGE
- ------- ----
ARTICLE 1
OFFICES
1.1 Registered Office..................................... 1
1.2 Principal Office...................................... 1
ARTICLE II
STOCKHOLDERS
2.1 Annual Meeting........................................ 1
2.2 Special Meetings...................................... 1
2.3 Place of Meeting...................................... 2
2.4 Notice of Meeting..................................... 2
2.5 Adjournment........................................... 2
2.6 Organization.......................................... 2
2.7 Closing of Transfer Books or Fixing of Record Date.... 3
2.8 Quorum................................................ 3
2.9 Proxies............................................... 3
2.10 Voting of Shares...................................... 3
2.11 Action Taken Without a Meeting........................ 4
2.12 Meetings by Telephone................................. 4
-i-
<PAGE>
SECTION PAGE
- ------- ----
ARTICLE III
DIRECTORS
3.1 Board of Directors; Number; Qualifications; Election.. 4
3.2 Powers of the Board of Directors: Generally........... 4
3.3 Committees of the Board of Directors.................. 5
3.4 Resignation........................................... 5
3.5 Removal............................................... 5
3.6 Vacancies............................................. 5
3.7 Regular Meetings...................................... 5
3.8 Special Meetings...................................... 6
3.9 Notice................................................ 6
3.10 Quorum................................................ 6
3.11 Manner of Acting...................................... 6
3.12 Compensation.......................................... 6
3.13 Action Taken Without a Meeting........................ 6
3.14 Meetings by Telephone................................. 6
ARTICLE IV
OFFICERS AND AGENTS
4.1 Officers of the Corporation........................... 7
4.2 Election and Term of Office........................... 7
4.3 Removal............................................... 7
4.4 Vacancies............................................. 7
4.5 President............................................. 8
4.6 Vice Presidents....................................... 8
4.7 Secretary............................................. 8
4.8 Treasurer............................................. 9
4.9 Salaries.............................................. 9
4.10 Bonds................................................. 9
-ii-
<PAGE>
SECTION PAGE
- ------- ----
ARTICLE V
STOCK
5.1 Certificates......................................... 10
5.2 Record............................................... 11
5.3 Consideration of Shares.............................. 11
5.4 Cancellation of Certificates......................... 11
5.5 Lost Certificates.................................... 11
5.6 Transfer of Shares................................... 11
5.7 Transfer Agents, Registrars, and Paying Agents....... 12
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
6.1 Indemnification; Advancement of Expenses............. 12
6.2 Insurance and Other Financial Arrangements Against
Liability of Directors, Officers, Employees, and
Agents.............................................. 12
ARTICLE VII
ACQUISITION OF CONTROLLING INTEREST
7.1 Acquisition of Controlling Interest.................. 13
ARTICLE VIII
EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS;
DEPOSITS; PROXIES
8.1 Execution of Instruments............................. 13
8.2 Loans................................................ 13
8.3 Checks and Endorsements.............................. 13
8.4 Deposits............................................. 14
8.5 Proxies.............................................. 14
8.6 Contracts............................................ 14
-iii-
<PAGE>
SECTION PAGE
- ------- ----
ARTICLE IX
MISCELLANEOUS
9.1 Waivers of Notice.................................... 14
9.2 Corporate Seal....................................... 14
9.3 Fiscal Year.......................................... 15
9.4 Amendment of Bylaws.................................. 15
9.5 Uniformity of Interpretation and Severability........ 15
9.6 Emergency Bylaws..................................... 15
Secretary's Certification........................................... 16
-iv-
<PAGE>
BYLAWS
OF
MAGNUM VENTURES INC.
ARTICLE I
OFFICES
1.1 REGISTERED OFFICE. The registered office of the Corporation
required by the General Corporation Law of Nevada, Nevada Revised Statutes, 1957
("NRS"), Chapter 78, to be maintained in Nevada may be, but need not be,
identical with the principal office if in Nevada, and the address of the
registered office may be changed from time to time by the Board of Directors.
1.2 PRINCIPAL OFFICE. The Corporation may have such other office or
offices either within or outside of the State of Nevada as the business of the
Corporation may require from time to time if so designated by the Board of
Directors.
ARTICLE II
STOCKHOLDERS
2.1 ANNUAL MEETING. Unless otherwise designated by the Board of
Directors, the annual meeting shall be held on the date and at the time and
place fixed by the Board of Directors; provided, however, that the first annual
meeting shall be held on a date that is within 18 months after the date on which
the Corporation first has stockholders, and each successive annual meeting shall
be held on a date that is within 18 months after the preceding annual meeting.
2.2 SPECIAL MEETINGS. Special meetings of stockholders of the
Corporation, for any purpose, may be called by the Chairman of the Board the
president, any vice president, any two members of the Board of Directors, or the
holders of at least 10% of all of the shares entitled to vote at such meeting.
Any holder or holders of not less than 10% of all the outstanding shares of the
Corporation who desire to call a special meeting pursuant to this Section 2 of
Article II shall notify the president that a special meeting of the stockholders
shall be called. Within 30 days after notice to the president, the president
shall set the date, time, and location of a stockholders meeting. The date set
by the president shall be not less than 30 nor more than 120 days after the date
of notice to the president. If the president fails to set the date, time, and
location of special meeting within
1
<PAGE>
the 30-day time period described above, the stockholder or stockholders calling
the meeting shall set the date, time, and location of the special meeting. At a
special meeting no business shall be transacted and no corporate action shall be
taken other than that stated in the notice of the meeting.
2.3 PLACE OF MEETING. The Board of Directors may designate any place
either within or outside the State of Nevada, as the place for any annual
meeting or special meeting called by the Board of Directors. If no designation
is made or if a meeting shall be called otherwise than by the Board, the place
of meeting shall be the Company's principal offices, whether within or outside
the State of Nevada.
2.4 NOTICE OF MEETING. Written notice signed by an officer designated
by the board of Directors, stating the place, day, and hour of the meeting and
the purpose for which the meeting is called, shall be delivered personally or
mailed postage prepaid to each stockholder of record entitled to vote at the
meeting not less than 10 nor more than 60 days before the meeting. If mailed,
such notice shall be directed to the stockholder at his address as it appears
upon the records of the Corporation, and notice shall be deemed to have been
given upon the mailing of any such notice, and the time of the notice shall
begin to run from the date upon which the notice is deposited in the mail for
transmission to the stockholder. Personal delivery of any such notice to any
officer of a corporation or association, or to any member of a partnership,
constitutes delivery of the notice to the corporation, association or
partnership. Any stockholder may waive notice of any meeting by writing signed
by him, or this duly authorized attorney, either before or after the meeting.
2.5 ADJOURNMENT. When a meeting is for any reason adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
2.6 ORGANIZATION. The president or any vice president shall call
meetings of stockholders to order and act as chairman of such meetings. In the
absence of said officers, any stockholder entitled to vote at that meeting, or
any proxy of any such stockholder, may call the meeting to order and a chairman
shall be elected by a majority of the stockholders entitled to vote at that
meeting. In the absence of the secretary or any assistant secretary of the
Corporation any person appointed by the chairman shall act as secretary of such
meeting. An appropriate number or inspectors for any meeting of stockholders may
be appointed by the chairman of such meeting. Inspectors so appointed will open
and close the polls, will receive and take change of proxies and ballots, and
will decide all questions as to the qualifications of voters, validity of
proxies an ballots and the number of votes properly cast.
2
<PAGE>
2.7 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The directors
may prescribe a period not exceeding 60 days before any meeting of the
stockholders during which no transfer of stock on the books of the Corporation
may be made, or may fix a day not more than 60 days before the holding of any
such meeting as the day as of which stockholders entitled to notice of and to
vote at such meetings must be determined. Only stockholders of record on that
day are entitled to notice or to vote at such meeting.
2.8 QUORUM. Unless otherwise provided by the Articles of Incorporating,
one-third of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
stockholders. If fewer than one-third of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
without further notice for a period not to exceed 60 days at any one
adjournment. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of stockholders so that less than a quorum remains.
If a quorum is present, the affirmative vote of a majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders, unless the vote of a greater number of
voting by classes is required by law or the Articles of Incorporation.
2.9 PROXIES. At all meetings of stockholders, a stockholder may vote by
proxy, as prescribed by law. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
6 months from the date of its creation, unless it is coupled with an interest,
or unless the stockholder specifies in it the length of time for which it is to
continue in force, which may not exceed 7 years from the date of its creation.
2.10 VOTING OF SHARES. Each outstanding share, regardless of class,
shall be entitled to one vote, and each fractional share shall be entitled to a
corresponding fractional vote on each matter submitted to a vote at a meeting of
stockholders, except as may be otherwise provided in the Articles of
Incorporation or in the resolution providing for the issuance of the stock
adopted by the Board of Directors pursuant to authority expressly vested in it
by the provisions of the Articles of Incorporation. If the Articles of
Incorporation or any such resolution provide for more or less than one vote per
share for any class or series of shares on any matter, every reference in the
Articles of Incorporation, these Bylaws and the General Corporation Law of
Nevada to a majority or other proportion or number of shares shall be deemed to
refer to a majority or other proportion of the voting power of all of the shares
or those classes or series of shares, as may be required by the Articles of
Incorporation or in the resolution providing for the issuance of the stock
adopted by the Board of Directors pursuant to authority expressly vested in it
by the
3
<PAGE>
Articles of Incorporation, or the General Corporation Law of Nevada. Cumulative
voting shall not be allowed. Unless the General Corporation Law of Nevada, the
Articles of Incorporation, or these Bylaws provide for different proportions, an
act of stockholders who hold at least a majority of the voting power and are
present at a meeting at which a quorum is present is the act of the
stockholders.
2.11 ACTION TAKEN WITHOUT A MEETING. Unless otherwise provided in the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at a meeting of the stockholders may be taken without a meeting if a
written consent thereto is signed by stockholders holding at least a majority of
the voting power, except that if a difference proportion of voting power is
required for such an action at a meeting, then that proportion of written
consents is required. In no instance where action is authorized by written
consent need a meeting of stockholders be called or notice given. The written
consent must be filed with the minutes of the proceedings of the stockholders.
2.12 MEETINGS BY TELEPHONE. Unless other restricted by the Articles of
Incorporation or these Bylaws, stockholders may participate in a meeting of
stockholders by means of a telephone conference or similar method of
communication by which all persons participating in the meeting can hear each
other. Participation in a meeting pursuant to this Section constitutes presence
in person at the meeting.
ARTICLE III
DIRECTORS
3.1 BOARD OF DIRECTORS; NUMBER; QUALIFICATIONS; ELECTION. The
Corporation shall be managed by a Board of Directors, all of whom must be
natural person at least 18 years of age. Directors need not be residents of the
State of Nevada or stockholders of the Corporation. The number of directors of
the Corporation shall be not less than one nor more than twelve. Subject to such
limitations, the number of directors may be increased or decreased by resolution
of the Board of Directors, but no decrease shall have the effect of shortening
the term of any incumbent director. Subject to the provisions of Article III of
the Corporation's Articles of Incorporation, each director shall hold office
until the next annual meeting of shareholders or until his successor has been
elected and qualified.
3.2 POWERS OF THE BOARD OF DIRECTORS: GENERALLY. Subject only to such
limitations are may be provided by the General Corporation Law of Nevada or the
Articles of Incorporation, the Board of Directors shall have full control over
the affairs of the Corporation.
4
<PAGE>
3.3 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors may,
by resolution or resolutions passed by a majority of the whole Board, designate
one or more committees, each committee to consist of one or more directors,
which, to the extent provided in the resolution or resolutions or in these
Bylaws, shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may have power to
authorize the seal of the Corporation to be affixed to all papers on which the
Corporation desires to place on a seal. Such committee or committee shall have
such name or names as may be determined from time to time by resolution adopted
by the Board of Directors. Unless the Articles of Incorporation or these Bylaws
provide otherwise, the Board of Directors may appoint natural persons who are
not directors to serve on committees.
3.4 RESIGNATION. Any director of the Corporation may resign at any time
by giving written notice of his resignation to the Board of Directors, the
president, any vice president, or the secretary of the Corporation. Such
resignation shall take effect at the date of receipt of such notice or at any
later time specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. When
one or more directors shall resign from the Board, effective at a future date, a
majority of the directors then in office.
3.5 REMOVAL. Except as otherwise provided in the Articles of
Incorporation, any director may be removed, either with or without cause, at any
time by the vote of the stockholders representing not less than two-thirds of
the voting power of the issued and outstanding stock entitled to voting power.
3.6 VACANCIES. All vacancies, including those caused by an increase in
the number of directors, may be filled by a majority of the remaining directors,
though less than a quorum, unless it is otherwise provided in the Articles of
Incorporation. A director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. A director elected to fill a
vacancy caused by an increase in the number of directors shall hold office until
the next annual meeting of stockholders and until his successor has been elected
and has qualified.
3.7 REGULAR MEETINGS. A regular meeting of the Board of Directors shall
be held without other notice than this Bylaw immediately after and at the same
place as the annual meeting of stockholders. The Board of Directors may provide
by resolution the time and place, either within or outside the State of Nevada,
for the holding of additional regular meetings without other notice than such
resolution.
5
<PAGE>
3.8 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the president or a one-third of the directors
then in office. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or outside Nevada, as the
place for holding any special meetings of the Board of Directors called by them.
3.9 NOTICE. Notice of any special meeting shall be given at least two
days previously thereto by written notice delivered personally or mailed to each
director at his business address. Any director may waive notice of any meeting.
A director's presence at a meeting shall constitute a waiver of notice of such
meeting if the director's oral consent is entered on the minutes or by taking
part in the deliberations at such meeting without objecting. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.
3.10 QUORUM. A majority of the number of directors elected and
qualified at the time of the meeting shall constitute a quorum for the
transaction of business at any such meeting of the Board of Directors, but if
less than such majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.
3.11 MANNER OF ACTING. If a quorum is present, the affirmative vote of
a majority of the directors present at the meeting and entitled to vote on that
particular matter shall be the act of the Board, unless the vote of a greater
number is required by law or the Articles of Incorporation.
3.12 COMPENSATION. By resolution of the Board of Directors, any
director may be paid any one or more of the following: his expenses, if any, of
attendance at meetings; a fixed sum for attendance at such meeting; or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
3.13 ACTION TAKEN WITHOUT A MEETING. Unless otherwise provided in the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at a meeting of the Board of Directors or a committee thereof may be
taken without a meeting if, before or after the action, a written consent
thereto is signed by all the members of the Board or of the committee. The
written consent must be filed with the minutes of the proceedings of the Board
or committee.
6
<PAGE>
3.14 MEETINGS BY TELEPHONE. Unless other restricted by the Articles of
Incorporation or these Bylaws, members of the Board of Directors or of any
committee designated by the Board, may participate in a meeting of the Board or
committee by means of a telephone conference or similar method of communication
by which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this Section constitutes presence in
person at the meeting.
ARTICLE IV
OFFICERS AND AGENTS
4.1 OFFICERS OF THE CORPORATION. The Corporation shall have a
president, a secretary, and a treasurer, each of whom shall be elected by the
Board of Directors. The Board of Directors may appoint one or more vice presents
and such other offices, assistant officers, committees, and agents, including a
chairman of the board, assistant secretaries, and assistant treasurers, as they
may consider necessary, who shall be chosen in such manner and hold their
offices for such terms and have such authority and duties as from time to time
may be determined by the Board of Directors. One person may hold any two or more
offices. The officers of the Corporation shall be natural persons 18 years of
age or older. In all cases where the duties of any officer, agent, or employee
are not prescribed by the Bylaws or by the Board of Directors, such officer,
agent, or employee shall follow the orders and instructions of (a) the
president, and if a chairman of the board has been elected, then (b) the
chairman of the board.
4.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation shall
be elected by the Board of Directors annually at the first meeting of the Board
held after each annual meeting of the stockholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until the first
of the following occurs: until his successor shall have been duly elected and
shall have qualified; or until his death; or until he shall resign; or until he
shall have been removed in the manner hereinafter provided.
4.3 REMOVAL. Any officer of agent may be removed by the Board of
Directors or by the executive committee, if any, whenever in its judgment the
best interests of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.
4.4 VACANCIES. A vacancy in any office, however occurring, may be
filled by the Board of Directors for the unexpired portion of the term.
7
<PAGE>
4.5 PRESIDENT. The president shall, subject to the direction and
supervision of the Board of Directors, be the chief executive officer of the
Corporation and shall have general and active control of its affairs and
business and general supervision of its officers, agents, and employees. He
shall, unless otherwise directed by the Board of Directors, attend in person or
by substitute appointed by him, or shall execute, on behalf of the Corporation,
written instruments appointing a proxy or proxies to represent the Corporation,
at all meetings of the stockholders of any other corporation in which the
Corporation shall hold any stock. He may, on behalf of the Corporation, in
person or by substitute or by proxy, execute written waivers of notice and
consents with respect to any such meetings. At all such meetings and otherwise,
the president, in person or by substitute or proxy as aforesaid, may vote the
stock so held by the Corporation and may execute written consents and other
instruments with respect to such stock and may exercise any and all rights and
powers incident to the ownership of said stock, subject however to the
instructions, if any, of the Board of Directors. The president shall have
custody of the treasurer's bond, if any. If a chairman of the board has been
elected, the chairman of the board shall have, subject to the direction and
modification of the Board of Directors, all the same responsibilities, rights,
and obligations as described in these Bylaws for the president.
4.6 VICE PRESIDENTS. The vice presidents, if any, shall assist the
president and shall perform such duties as may be assigned to them by the
president or by the Board of Directors. In the absence of the president, the
vice president designated by the Board of Directors or (if there be no such
designation) the vice president designated in writing by the president shall
have the powers and perform the duties of the president. If no such designation
shall be made, all vice presidents may exercise such powers and perform such
duties.
4.7 SECRETARY. The secretary shall perform the following: (a) keep the
minutes of the proceedings of the stockholders, executive committee, and the
board of Directors; (b) see that all notices are duly given in accordance with
the provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation and affix the seal to all
documents when authorized by the Board of Directors; (d) keep, at the
Corporation's registered office or principal place of business within or outside
Nevada, a record containing the names and addressees of all stockholders and the
number and class of shares held by each, unless such a record shall be kept at
the office of the Corporations' transfer agent or registrar; (e) sign with the
president or a vice president, certificates for shares of the Corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
Corporation, unless the Corporation has a transfer agent; and (g) in general,
perform all duties incident to the office of secretary and such other duties as
form time to time may be assigned to him by the president or by the Board of
Directors. Assistant secretaries; if any, shall have the same duties and powers,
subject to supervision by the secretary.
8
<PAGE>
4.8 TREASURER. The treasurer shall be the principal financial officer
of the Corporation and shall have the care and custody of all funds, securities,
evidences of indebtedness, and other personal property of the Corporation, and
shall deposit the same in accordance with the instructions of the Board of
Directors. He shall receive and give receipts and acquittances for monies paid
in or on account of the Corporation, and shall pay out of the funds on hand all
bills, payrolls, and other just debts of the Corporation of whatever nature upon
maturity. He shall perform all other duties incident to the office of the
treasurer and, upon request of the Board, shall make such reports to it as may
be required at any time. He shall, if required by the Board, give the
Corporation a bond in such sums and with such sureties as shall be satisfactory
to the Board, conditioned upon the faithful performance of his duties and for
the restoration to the Corporation of all books, papers, vouchers, money, and
other property of whatever kind in his possession or under his control belonging
to the Corporation. He shall have such other powers and perform such other
duties as may be from time to time prescribed by the Board of Directors or the
president. The assistant treasurers, if any, shall have the same powers and
duites, subject to the supervision of the treasurer.
The treasurer shall also be the principal accounting officer of the
Corporation. He shall prescribe and maintain the methods and systems of
accounting to be followed, keep complete books and records of account, prepare
and file all local, state, and federal tax returns, prescribe and maintain an
adequate system of internal audit, and prepare and furnish to the president and
the Board of Directors statements of account showing the financial position of
the Corporation and the results of its operations.
4.9 SALARIES. Officers of the Corporation shall be entitled to such
salaries, emoluments, compensation, or reimbursement as shall be fixed or
allowed form time to time by the Board of Directors.
4.10 BONDS. If the Board of Directors by resolution shall so require,
any officer or agent of the Corporation shall give bond to the Corporation in
such amount and with such surety as the Board of Directors may deem sufficient,
conditioned upon the faithful performance of that officer's or agent's duties
and offices.
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ARTICLE V
STOCK
5.1 CERTIFICATES. The shares of stock shall be represented by
consecutively numbered certificates signed in the name of the Corporation by its
president or a vice president and by the treasurer or an assistant treasurer or
by the secretary or an assistant secretary, and shall be sealed with the seal of
the Corporation, or with a facsimile thereof. Whenever any certificate is
countersigned or otherwise authenticated by a transfer agent or transfer clerk,
and by a registrar, then a facsimile of the signatures of the officers or
agents, the transfer agent or transfer clerk or the registrar of the Corporation
may be printed or lithographed upon the certificate in lieu of the actual
signatures. If the Corporation uses facsimile signatures of its officers and
agents on its stock certificates, it cannot act as the registrar of its own
stock, but its transfer agent and registrar may be identical if the institution
acting in those dual capacities countersigns or otherwise authenticates any
stock certificates in both capacities. In case any officer who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before such certificate is delivered by the
Corporation, the certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or persons who
signed the certificates, or whose facsimile signature has been used thereon, had
not ceased to be an officer of the Corporation. If the Corporation is authorized
to issue shares of more than one class or more than one series of any class,
each certificate shall set forth upon the face or back of the certificate or
shall state that the Corporation will furnish to any stockholder upon request
and without charge a full statement of the designations, preferences,
limitations, and relative rights of the shares of each class authorized to be
issued and, if the Corporation is authorized to issue any preferred or special
class in series, the variations in the relative rights and preferences between
the shares of each such series, so far as the same have been fixed and
determined, and the authority of the Board of Directors to fix and determine the
relative rights and preferences of subsequent series.
Each certificate representing shares shall state the following upon the
face thereof: the name of the state of the Corporation's organization; the name
of the person to whom issued; the number and class of shares and the designation
of the series, if any, which such certificate represents; the par value of each
share represented by such certificate or a statement that the shares are without
par value. Certificates of stock shall be in such form consistent with law as
shall be prescribed by the Board of Directors. No certificate shall be issued
until the shares represented thereby are fully paid.
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5.2 RECORD. A record shall be kept of the name of each person or other
entity holding the stock represented by each certificate for shares of the
Corporation issued, the number of shares represented by each such certificate,
the date thereof and, in the case of cancellation, the date of cancellation. The
person or other entity in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof, and thus a holder of record of
such shares of stock, for all purposes as regards the Corporation.
5.3 CONSIDERATION FOR SHARES. Shares shall be issued for such
consideration, expressed in dollars (but not less than the par value thereof) as
shall be fixed form time to time by the Board of Directors. That part of the
surplus of the Corporation which is transferred to stated capital upon the
issuance of shares as a share dividend shall be deemed the consideration for the
issuance of such dividend shares. Such consideration may consist, in whole or in
part, of money, promissory notes, other property, tangible or intangible, or in
labor or services actually performed for the Corporation, contracts for services
to be performed or other securities of the Corporation.
5.4 CANCELLATION OF CERTIFICATES. All certificates surrendered to the
Corporation for transfer shall be canceled and no new certificates shall be
issued in lieu thereof until the former certificate for a like number of shares
shall have been surrendered and canceled, except as herein provided with respect
to lost, stolen, or destroyed certificates.
5.5 LOST CERTIFICATES. In case of the alleged loss, destruction, or
mutilation of a certificate of stock, the Board of Directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe. The Board of Directors may in its
discretion require a bond, in such form and amount and with such surety as it
may determine, before issuing a new certificate.
5.6 TRANSFER OF SHARES. Upon surrender to the Corporation or to a
transfer agent of the Corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, and such documentary stamps as may be required by law, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate. Every such transfer of stock shall be
entered on the stock book of the Corporation which shall be kept at its
principal office or by its registrar duly appointed.
The Corporation shall be entitled to treat the holder of record of any
share of stock as the holder in fact thereof, and accordingly shall not be bound
to recognize any equitable or other claim to or interest in such share on the
part of any other person whether or not it shall have express or other notice
thereof, except as may be required by the laws of Nevada.
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5.7 TRANSFER AGENTS, REGISTRARS, AND PAYING AGENTS. The Board may at
its discretion appoint one or more transfer agents, registrars, and agents for
making payment upon any class of stock, bond, debenture, or other security of
the Corporation. Such agents and registrars may be located either within or
outside Nevada. They shall have such rights and duties and shall be entitled to
such compensation as may be agreed.
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
6.1 INDEMNIFICATION; ADVANCEMENT OF EXPENSES. To the fullest extent
permitted by the laws of the State of Nevada (currently set forth in NRS
78.751), as the same now exists or may hereafter be amended or supplemented, the
Corporation shall indemnify its directors and officers, including payment of
expenses as they are incurred and in advance of the final disposition of any
action, suit, or proceeding. Employees, agents, and other persons may be
similarly indemnified by the Corporation, including advancement of expenses, in
such case or cases and to the extent set forth in a resolution or resolutions
adopted by the Board of Directors. No amendment of this Section shall have any
effect on indemnification or advancement of expenses relating to any event
arising prior to the date of such amendment.
6.2 INSURANCE AND OTHER FINANCIAL ARRANGEMENTS AGAINST LIABILITY OF
DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS. To the fullest extent permitted by
the laws of the State of Nevada (currently set forth in NRS 78.752), as the same
now exists or may hereafter be amended or supplemented, the Corporation may
purchase and maintain insurance and make other financial arrangements on behalf
of any person who is or was a director, officer, employee, or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, for any liability asserted against such
person and liability and expense incurred by such person in its capacity as a
director, officer, employee, or agent, or arising out of such person's status as
such, whether or not the Corporation has the authority to indemnify such person
against such liability and expenses.
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ARTICLE VII
ACQUISITION OF CONTROLLING INTEREST
7.1 ACQUISITION OF CONTROLLING INTEREST. The provisions of the General
Corporation Law of Nevada pertaining to the acquisition of a controlling
interest (currently set forth NRS 78.378 to 78.3793, inclusive), as the same
now exists or may hereafter be amended or supplemented, shall not apply to the
Corporation.
ARTICLE VIII
EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS;
DEPOSITS; PROXIES
8.1 EXECUTION OF INSTRUMENTS. The president or any vice president shall
have the power to execute and deliver on behalf of and in the name of the
Corporation any instrument requiring the signature of an officer of the
Corporation, except as otherwise provided in these Bylaws or where the execution
and delivery thereof shall be expressly delegated by the Board of Directors to
some other officer or agent of the Corporation. Unless authorized to do so by
these Bylaws or by the Board of Directors, no officer, agent, or employee shall
have any power or authority to bind the Corporation in any way, to pledge its
credit, or to render it liable pecuniarily for any purpose or in any amount.
8.2 LOANS. The Corporation may lend money to, guarantee the obligations
of and otherwise assist directors, officers, and employees of the Corporation,
or directors of another corporation of which the Corporation owns a majority of
the voting stock, only upon compliance with the requirements of the General
Corporation Law of Nevada.
No loans shall be contracted on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
8.3 CHECKS AND ENDORSEMENTS. All checks, drafts, or other orders for
the payment of money, obligations, notes, or other evidences of indebtedness,
bills of lading, warehouse receipts, trade acceptances, and other such
instruments shall be signed or endorsed by such officers or agents of the
Corporation as shall form time to time be determined by resolution of the Board
of Directors, which resolution may provide for the use of facsimile signatures.
8.4 DEPOSITS. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the Corporation's credit in such banks or
other depositories as shall from time to time be determined by resolution of the
Board of Directors, which
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resolution may specify the officers or agents of the Corporation who shall have
the power, and the manner in which such power shall be exercised, to make such
deposits and to endorse, assign, and deliver for collection and deposit checks,
drafts, and other orders for the payment of money payable to the Corporation or
its order.
8.5 PROXIES. Unless otherwise provided by resolution adopted by the
Board of Directors, the president or any vice president may from time to time
appoint one or more agents or attorneys-in-fact of the Corporation, in the name
and on behalf of the Corporation, to case the votes which the Corporation may be
entitled to cast as the holder of stock or other securities in any other
corporation, association, or other entity any of whose stock or other securities
may be held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, association, or other entity or to consent
in writing, in the name of the Corporation as such holder, to any action by such
other corporation, association, or other entity, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the Corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as he may deem necessary or proper in the premises.
8.6 CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
ARTICLE IX
MISCELLANEOUS
9.1 WAIVERS OF NOTICE. Whenever notice is required by the General
Corporation Law of Nevada, by the Articles of Incorporation, or by these Bylaws,
a waiver thereof in writing signed by the director, stockholder, or other person
entitled to said notice, whether before, at, or after the time stated therein,
or his appearance at such meeting in person or (in the case of a stockholders'
meeting) by proxy, shall be equivalent to such notice.
9.2 CORPORATE SEAL. The Board of Directors may adopt a seal circular in
form and bearing the name of the Corporation, the state of its incorporation,
and the word "Seal" which, when adopted, shall constitute the seal of the
Corporation. The seal may be used by causing it or a facsimile of it to be
impressed, affixed, manually reproduced, or rubber stamped with indelible ink.
9.3 FISCAL YEAR. The Board of Directors may, by resolution, adopt
fiscal year for the Corporation.
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9.4 AMENDMENT OF BYLAWS. The provisions of these Bylaws may at any
time, and from time to time, be amended, supplemented or repealed by the Board
of Directors.
9.5 UNIFORMITY OF INTERPRETATION AND SEVERABILITY. These Bylaws shall
be so interpreted and construed as to conform to the Articles of Incorporation
and the laws of the State of Nevada or of any state in which conformity may
become necessary by reason of the qualification of the Corporation to do
business in such state, and where conflict between these Bylaws, the Articles of
Incorporation or the laws of such a state has arisen or shall arise, these
Bylaws shall be considered to be modified to the extent, but only to the extent,
conformity shall require. If any provision hereof or the application thereof
shall be deemed to be invalid by reason of the foregoing sentence, such
invalidity shall not affect the validity of the remainder of these Bylaws
without the invalid provision or the application thereof, and the provisions of
these Bylaws are declared to be severable.
9.6 EMERGENCY BYLAWS. Subject to repeal or change by action of the
stockholders, the Board of Directors may adopt emergency bylaws in accordance
with and pursuant to the provisions of the laws of the State of Nevada.
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SECRETARY'S CERTIFICATION
The undersigned Secretary of Magnum Ventures Inc. (the "Corporation")
hereby certifies that the foregoing Bylaws are the Bylaws of the Corporation
adopted by the Board of Directors as of the 5th day of May, 1998.
By /s/ Anthony England
------------------------
Anthony England
Secretary
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EXHIBIT 6.1
This Agreement made the 12th day of March 1999,
BETWEEN:
MAGNUM VENTURES INC. a company duly incorporated under the laws of Nevada,
in the United States of America, hereinafter referred to as "MAGNUM";
AND:
PAUL VALKAMA and HENRY VALKAMA, both of the City of Vancouver, British
Columbia, Canada carrying on business under the name of Radiotower.com and
Radio Tower Interactive, hereinafter referred to as "Vendors";
Magnum wishes to and does hereby agree to buy the aforesaid businesses of
the Vendors;
Vendors wish to and do hereby sell the aforesaid business(es) to Magnum;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants herein contained, and upon the terms and conditions hereinafter
set forth, the parties hereto agree as follows:
1. The Vendors hereby sell, transfer and assign and Magnum hereby buys:
(a) the goodwill of the business(es) heretofore carried on by the Vendors
under the aforesaid business names, with the exclusive right of Magnum
to represent itself as carrying on such business(es) in continuation
of the Vendors, and to use any words indicating that the business(es)
are so carried on, and any and all trademarks, trade names, licences,
rights and privileges connected with the said business(es);
(b) all other property of every kind and wheresoever situation to which
the Vendors are entitled in connection with the said business(es).
2. The full purchase price shall be the issue by Magnum of 6,500,000
Regulation 144 shares from its treasury to the Vendors;
3. The Vendors covenant and agree to execute and do all such further
transfers, assignments, documents, and/or things as may be deemed by
Magnum necessary or expedient for the purpose of giving full effect to
this agreement;
4. This agreement shall endure to the benefit of and be binding upon the
heirs, executors, administrators, successors and assigns respectively
of each of the parties hereto.
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IN WITNESS WHEREOF THE RESPECTIVE PARTIES HAVE HEREUNTO SET THEIR RESPECTIVE
HANDS AND SEALS.
The Corporate Seal of Magnum Ventures Inc.
was hereunto set by:
/s/ Anthony England
- -------------------------------
Authorized Signatory
Signed, sealed and delivered by: Witnessed by:
/s/ Paul Valkama illegible
- ------------------------------- ----------------------------
Paul Valkama
Signed, sealed and delivered by: Witnessed by:
/s/ Henry Valkama illegible
- ------------------------------- ---------------------------
Henry Valkama
