UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB/A
3RD AMENDMENT
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.
(Name of Small Business Issuer in its charter)
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Incorporated in the State of Nevada 91-1921581
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
322 - 425 Carrall Street, Vancouver, British Columbia V6B 6E3
(Address of principal executive offices) (Zip Code)
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Issuer's telephone number (604) 605-1357
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Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
None N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
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Common Stock - $0.001 par value
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(Title of Class)
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RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 2 OF 18
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.................................................................................7
Item 3. Description of Property...........................................................................9
Item 4. Security Ownership of Certain Beneficial Owners and Management....................................9
(a) Security Ownership of Certain beneficial Owners..............................................9
(b) Security Ownership of Management.............................................................9
(c) Changes in Control..........................................................................10
Item 5. Directors, Executive Officers, Promoters and Control Persons.....................................10
(a) Identify Directors and Executive Officers...................................................10
(b) Identify Significant Employees..............................................................12
(c) Family Relationships........................................................................12
(d) Involvement in Certain Legal Proceedings....................................................12
Item 6. Executive Compensation...........................................................................12
Item 7. Certain Relationships and Related Transactions...................................................14
(a) Relationships with Insiders.................................................................14
(b) Transactions with Promoters.................................................................14
Item 8. Description of Securities........................................................................14
(a) Common or Preferred Stock...................................................................14
(b) Debt Securities.............................................................................15
(c) Other Securities to be Registered...........................................................15
PART II
Item 1. Market Price of and Dividends on RadioTower's Common Equity
and Related Stockholder Matters..................................................................15
(a) Market Information..........................................................................15
(b) Holders.....................................................................................15
(c) Dividends...................................................................................15
Item 2. Legal Proceedings................................................................................16
Item 3. Changes in and Disagreements with Accountants....................................................16
Item 4. Recent Sale of Unregistered Securities...........................................................16
Item 5. Indemnification of Directors and Officers........................................................17
PART F/S........................................................................................................18
PART III
Items 1 and 2. Index to and Description of Exhibits.......................................................18
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RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 3 OF 18
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 on June 4, 1998, acquired
the right to purchase some mineral claims. However, this was the extent of
RadioTower's operation as a mining company and its involvement in the mining
industry. RadioTower did not do any testing on or developing of the mineral
claims. See Note #4 of the December 31, 1999 financial statements for more
information.
In March 1999, 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. RadioTower ceased all mining industry activities at
this time, and 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 with the exception of the acquisition from Paul Valkama
and Henry Valkama of certain assets, including the domain name "Radiotower.com"
and the name "Radio Tower Interactive". See "Item 7. Certain Relationships and
Related Transactions."
After the completion of the acquisition of such assets, Anthony England resigned
as a director and as the sole officer of RadioTower on August 9, 1999. Alan
Brown was elected a director on April 23, 1999, and appointed the sole officer
of RadioTower on August 9, 1999. Mr. Brown's affiliation with RadioTower began
in March 1999, when he was first introduced to Paul Valkama and Henry Valkama.
As a result of Mr. Brown's considerable experience in preparing financial
statements, in corporate tax, and the administration of corporate records, Paul
and Henry Valkama offered Mr. Brown a position on the Board of Directors.
Prior to the acquisition of the domain asset of RadioTower from Paul and Henry
Valkama, RadioTower was a hobby website from which no significant revenues were
generated. New station listings were constantly added to RadioTower's database
as they became available. The site was listed online through various free
channels. On March 21, 1997, an advertising agent (Burst Media) was contracted
to solicit advertising on for this site, with payments to be made to Paul
Valkama, in his individual capacity. Version 3.0 of RadioTower's site also
involved an interface change along with adding database backend. In April 1999,
RadioTower entered into an agreement with Global Media Corp. ("Global Media"),
which operates an e-commerce store that sells CD's, videos and books and handles
order fulfillment branded under its customers' names. The agreement provided for
RadioTower to earn 40% of the net profit on each sale. The agreement was
terminated by mutual agreement of the parties on April 27, 2000 due to the lack
of revenue generation for both parties, which termination included a mutual
release.
RadioTower put in place partnerships with Pronet Enterprises Ltd. and Destiny
Media Technologies Inc. to begin development of the AudioAd service. Version 4.0
of the site, launched on December 20, 1999, included a new interface and
operated on an in-house Linux Server. RadioTower is constantly adding new
stations to the database with development of new features ongoing.
(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 RealPlayer(TM), RadioTower allows listeners to link to and
listen to these radio stations.
For each listing, RadioTower supplies a direct audio link, whereby the user can
listen to the radio station directly from RadioTower's site, and a link to the
station's own website. RadioTower also lists the station's name, call letters,
category and location, and provides a brief description of the radio station.
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RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 4 OF 18
Site users must have a multi-media computer with free downloadable copy of
RealPlayer(TM) installed. Audio quality depends on speed of Internet connection,
computer speed and quality of a particular station's host server. Users can
search for a station by name, country, category or keyword search. Once a
station is located, the user simply clicks on the play button beside each
station to listen. The user is free to continue to browse RadioTower's site,
surf other websites and work at home or in the office while listening to the
radio station. New stations are constantly being added to RadioTower's database.
RadioTower only contains listings for those radio stations that already
broadcast their signals over the Internet using RealAudio(TM).
Transition Capital Management was hired in March 1999 to handle management,
filing and accounting for RadioTower. These services were terminated in July
1999 and all invoices and promissory notes were paid up to date.
Principal Products or Services and their Markets
------------------------------------------------
RadioTower provides a free online directory of Internet audio sites. The
directory currently provides information and easy access to over 1,000 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 most major search
engines, links from hundreds of other sites to RadioTower's website, favourable
reviews (L.A. Times, HotWired, Vancouver Sun etc.) and numerous awards (Yahoo
Picks, Windows Magazine Site of the Day etc.).
According to RadioTower's ISP server statistics provided by Eline Technologies
Inc., RadioTower's website has an average of 900 site visitors per day or 27,000
visitors per month.
Search engines such as Yahoo and Altavista are the principal means by which
Internet users find websites. A high listing on these search engines (on the
first page of results) is a very important marketing tool. These rankings are
constantly changing and RadioTower regularly submits updates to attempt to keep
RadioTower's rankings current.
Link popularity is the total number of web sites that link to RadioTower's
website. Good link popularity can dramatically increase traffic to RadioTower's
website. According to linkpopularity.com there are 1,136 websites on the Alta
Vista search engine that currently have links to RadioTower.
In a typical Internet session a user will go to RadioTower's site and select the
radio station of the user's 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 the user selects
another station.
A user must have a multi-media computer and a free downloadable copy of the
RealPlayer(TM) 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.
RadioTower did not generate any revenues from its business operations during its
1998 fiscal year. RadioTower is in the early stages of operation and just
beginning to generate business revenues. Since June 30, 1999, RadioTower has
generated revenues from the sale of onsite advertising.
Our advertisers have included Rolling Stone Magazine and Gillette. RadioTower's
e-commerce affiliates have included: Music Previews, Audio Book Club, Beyond.com
(software), IQ (audio software) and The Wall Street Journal. Specific RadioTower
web pages will be targeted towards particular audiences. Users can browse the
site by 20 different categories such as Rock, Classical, Sports or Business.
Users who select a certain category can be targeted on the main page for that
category. For example, visitors to RadioTower's Rock pages will see
advertisements and be able to click directly to areas that would be of interest
to Rock music fans.
The target for RadioTower's products and advertising is the individual listener
with a personal computer. Historically, radio stations have targeted precise
listeners with unique profiles. According to the National Association of
Broadcasters, online radio stations plan to acquire a share of the $12
billion/year radio business by tapping into this marketing source. It is
management's belief that by providing individual listeners with what they
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RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 5 OF 18
want in a radio station's web site, such as information and shopping, radio
stations will attract listeners, which in turn will attract advertisers.
According to Arbitron Internet Listing Study II from July 1998 to January 1999,
Americans who listened to Internet radio increased by 6% to 13%. According to a
BRS Media report dated April 27, 2000, there were 3,537 radio stations available
over the Internet with another 5,784 radio stations that had a website but did
not webcast.
Listeners can bookmark their favourite radio station's web sites and may not
need to return to RadioTower once having done so. However, users will initially
find RadioTower of service in finding these stations. Also, RadioTower will soon
offer a My-Audio feature whereby site users can make as many of their own
presets as they want. This customization feature will impact on RadioTower's
plan to attract advertisers and revenues from operations by increasing customer
loyalty and page view with a corresponding increase in revenue.
RadioTower currently provides a free link to Gizmomall, a site which is an
e-commerce retailer of a variety of high-tech products. RadioTower and Gizmomall
have engaged in discussions relating to possible revenue sharing arrangements,
but no definitive agreement has yet been reached by the parties. RadioTower does
not currently derive any revenue from this site.
Distribution Methods
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RadioTower will distribute its products and services over the Internet and will
advertise through medium such as newspapers, television and radio. The main
product, the RadioTower.com online directory, is distributed over the Internet.
AudioAds are available for online purchase and delivery on the Internet.
Status of Publicly Announced New Product or Service
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RadioTower's site is constantly under development. Management of RadioTower
intends to work with other Internet development firms to create more powerful
software. RadioTower plans to 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 and audio updates on specific topics, such as NFL
reports or OTC-BB reports;
o information about the song and artist which is currently
playing and relevant links; and
o Internet audio hosting services.
Competition
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RadioTower 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 has sought to differentiate itself from its large competitors by
offering an international directory that includes all types of radio stations.
These competitors, while better financed and more popular, list certain stations
only: stations that use a particular streaming audio technology (Real Guide,
Windows Media Guide), or use a particular streaming audio service provider
(Yahoo Broadcast). While RadioTower can host stations, it is not a prerequisite
to be listed on the site. It makes no difference to audio quality where the
person links from.
Other competitive directories do exist: Internet Radio List, BRS Web Radio
Directory, Seek Radio, Earth Tuner, On The Air, vTuner, Atomic Global Radio,
Sunset Radio, Broadcastmusic.com, Virtual Tuner and MIT List of Radio Stations.
All these sites offer the same basic information - RadioTower differs from them
in a qualitative way rather than quantitative. It is management's belief that
RadioTower's site provides a better experience for its users than its
competitors - it is visually more appealing, runs faster and is easier to use.
With adequate financing, management believes it can distinguish itself from
these competitors by developing an even better site (offering more information,
easier to use and more powerful graphic features) and through superior
marketing. As described
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RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 6 OF 18
below under "Plan of Operation - Revenue," management will also seek to acquire
exclusive rights to radio personalities and content, as well as expand its
e-commerce affiliations, in an attempt to generate more revenue.
RadioTower's policy is to link to all audio providers regardless of technology
or proprietary interests. Key advantages that RadioTower has over its
competitors are an in-depth knowledge of the Internet industry and Internet
audio, a functional Web site with regular users, and site recognition and
strategic alliances with important industry players, such as:
o Burst Media LLC. - advertising placement agency that resells
RadioTower's ad inventory;
o Destiny Media Technologies Inc. (formerly Destiny Software
Productions Inc. - developer of audio streaming technology
that is used in RadioTower's AudioAd Player; and
o Pronet Enterprises Ltd. - operates an Internet business
directory and a marketing partner for AudioAds.
Sources, Raw Materials and Principal Suppliers
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The RadioTower site is developed and maintained by RadioTower personnel and then
delivered, via Internet, to Vancouver-based Eline Technologies Inc. for serving.
This site can serve over 200,000 customers per hour. Station data is researched
on the Internet, then added to the database on a monthly basis. As a courtesy,
RadioTower notifies each radio station of its inclusion and asks if any changes
are required. To date, only one station has requested removal. Many stations
also contact RadioTower to request a listing or to compliment management on
RadioTower's service.
Dependence on One or a Few Major Customers
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RadioTower does not have any major customers that it depends on. However,
RadioTower's advertising revenue depends on the selling of ad inventory by its
advertising agent, Burst Media.
Patents/Trade Marks/Licences/Franchises/Concessions/Royalty Agreements or Labour
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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 has been used online since
June of 1996 by Henry and Paul Valkama and by RadioTower since March 1999, and
for "Transmitting YOUR message to the world!", which has been used since June of
1997 by Henry and Paul Valkama and by RadioTower since March 1999.
Requirement for Governmental Approval of Principal Products or Services
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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
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RadioTower is an Internet radio portal. There are no existing governmental
regulations on RadioTower's business. However, there are unforeseen
uncertainties in the future of the Internet radio and audio. For example, 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. As MP3 has no copyright protection built in, Internet users can
technically copy material and distribute it without paying royalties. Although
illegal, this bypasses the music industry and threatens their revenue stream.
However, the technology used by RadioTower does not allow for unauthorized
copying. If a format does appear which satisfies both the music industry and the
consumers, downloadable music can become a vital method of distribution and have
a major impact. While the effect of MP3 is sorted out, the use of streaming
audio will continue to grow, unencumbered by the objections of the music
industry. Once an agreed upon standard appears for downloadable audio,
RadioTower can easily migrate into this market.
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RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 7 OF 18
Also, the Digital Millennium Copyright Act contains provisions in regard to the
subject to payment of compulsory license fees for the performance right in sound
recordings. This licensee fee for webcasting has not been set and is currently
being negotiated by such interested parties as the Recording Industry
Association of America and the International Webcasting Association. As the
amount of these fees and what parties must pay them is unclear, the effect on
RadioTower is unknown at this point. RadioTower's profit potential can be
adversely affected, as the fees might be an additional material expense.
Expenditures on Research and Development During the Last Two Fiscal Years
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$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
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RadioTower did not generate any revenues from its business operations during its
1998 fiscal year. RadioTower is in the early stages of operation and just
beginning to generate business revenues. Since June 30, 1999, RadioTower has
generated revenues from the sale of onsite advertising.
RadioTower has four employees, all of which are full-time 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.
This discussion contains forward-looking statements regarding plans and
objectives of RadioTower for future operations, including statements concerning
the development of website technology and strategies for proposed generation of
revenue to drive traffic to RadioTower's website. Such statements are subject to
risks and uncertainties, including future economic, competitive and market
conditions, the cost of any future governmental regulation of RadioTower's
activities and RadioTower's need to raise additional funds to satisfy
anticipated cash needs over the next twelve (12) months, as discussed below.
Although RadioTower believes that the assumptions underlying the forward-looking
statements are reasonable, such assumptions could prove inaccurate. These
forward-looking statements refer only to the date hereof, and this discussion
should be read in conjunction with the financial statements and other financial
information contained in this Registration Statement on Form 10-SB/A.
RadioTower did not generate any revenues from its business operations during its
1998 fiscal year. RadioTower is in the early stages of operation and just
beginning to generate business revenues. Since June 30, 1999, RadioTower has
generated revenues from the sale of onsite advertising.
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 plans to improve its
site by developing a more dynamic interface and making the site easier to
navigate and more graphically exciting. RadioTower plans to 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.
(A) CONTENT
It is management's intent to continue to add as many stations as
possible to its directory and to continue to add more contextual and specific
information to RadioTower's website. As technology improves, management plans to
provide more customized features and a much more interactive interface so that
the website will have a user-friendly design and a quick download time and will
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. Management
intends to improve RadioTower's website so that it will also provide a multiple
of dynamic ways for visitors to interact in the site. These developments are
currently in progress and will be released on an ongoing basis.
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RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 8 OF 18
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.
(B) SITE TRAFFIC
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
and spot ads on radio stations. RadioTower will participate in trade shows that
have an Internet, technology and/or radio focus.
(C) REVENUE
RadioTower will attempt to generate more revenue by (i) acquiring
exclusive rights to radio personalities and content, and (ii) putting in place
more e-commerce affiliations. RadioTower will pursue exclusive arrangements with
radio stations to rebroadcast their content. RadioTower will endeavour to make
arrangements with various radio personalities and shows and recording artists to
broadcast their material on the RadioTower site. This will create exposure for
the content provider and a marketing opportunity for RadioTower to drive traffic
to the site.
RadioTower is in the early stages of operation and just beginning to
generate business revenues. Revenue generating programs include:
o Advertising - Burst Media currently acts as an agent to place
ads on the RadioTower site; and
o AudioAds - beta site available for demonstration purposes,
full launch set for third quarter of 2000, to provide a
turn-key solution for businesses to put audio on their
websites. The final stage of beta testing is currently under
way.
(D) SUMMARY
RadioTower cannot satisfy its cash requirements for the next 12 months
without having to raise additional funds. RadioTower's expected cash requirement
for the next 12 months is $180,000. As RadioTower's monthly user base grows,
management expects advertising and e-commerce revenues to grow significantly.
RadioTower also expects to raise any required additional funds by way of equity
and/or debt financing. However, RadioTower may not be able to raise the required
funds from such financings. In that case RadioTower will proceed by approaching
current shareholders for loans to cover operating costs.
RadioTower does not presently plan to purchase 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.
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 abandoned all of its interests in mineral
claims in March 1999, 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. See Note #6 of the audited financial statements for
December 31, 1999 for more details.
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RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 9 OF 18
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 OWNERSHIP [1] OF CLASS [3]
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Common Stock Paul Valkama 9,591,500[2] 41.25%
#18 - 4106 Albert Street
Burnaby, B.C.
and
Henry Valkama
108 - 7361 Halifax Street
Burnaby, B.C.,
as joint tenants
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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/A from options, warrants,
rights, conversion privileges or similar obligations.
[2] These shares are beneficially owned 66.67% by Paul Valkama and 33.33%
by Henry Valkama.
[3] Based on 23,250,000 shares of common stock issued and outstanding as of
June 30, 2000.
(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 OWNERSHIP [1] OF CLASS [4]
----------------------- ------------------------------- ----------------------------- --------------
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Common Stock Alan Brown 900,000 3.87%
2838 Neyland Road
Nanaimo, B.C.
----------------------- ------------------------------- ----------------------------- --------------
Common Stock Paul Valkama 9,591,500[2] 41.25%
#18 - 4106 Albert Street
Burnaby, B.C.
and
Henry Valkama
108 - 7361 Halifax Street
Burnaby, B.C.,
as joint tenants
----------------------- ------------------------------- ----------------------------- --------------
Common Stock Jeff Cocks 772,500[3] 3.32%
2142 Ottawa Avenue
West Vancouver, B.C.
----------------------- ------------------------------- ----------------------------- --------------
Common Stock Michael Levine 0 0%
25 Caveu Avenue
Toronto, Ontario
----------------------- ------------------------------- ----------------------------- --------------
Common Stock Phillip Pearce 0 0%
6624 Glenleaf Court
Charlotte, NC
----------------------- ------------------------------- ----------------------------- --------------
Common Stock Gary Slaight 15,000 (5)
112 Buckingham Avenue
Toronto, Ontario
----------------------- ------------------------------- ----------------------------- --------------
Common Stock Harold Shipp 75,000 (5)
500 Comanche Road
Mississaugua, Ontario
----------------------- ------------------------------- ----------------------------- --------------
Common Stock Joseph Owens 3,600 (5)
430 Peninsula Avenue
San Mateo, California
----------------------- ------------------------------- ----------------------------- --------------
Common Stock Directors and Executive 11,357,600 48.85%
Officers (as a group)
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RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 10 OF 18
[1] The listed beneficial owner has no right to acquire any shares within
60 days of the date of this Form 10-SB/A from options, warrants,
rights, conversion privileges or similar obligations.
[2] These shares are beneficially owned 66.67% by Paul Valkama and 33.33%
by Henry Valkama.
[3] 22,500 of these shares are registered in the name of West Isle Ventures
Ltd., of which Jeff Cocks is the sole shareholder.
[4] Based on 23,250,000 shares of common stock issued and outstanding as of
June 20, 2000.
[5] Less than 1%.
(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. Mr. Michael Levine has been a director of RadioTower since May 11,
2000. Mr. Phillip Pearce has been a director of RadioTower since May 16, 2000.
Mr. Gary Slaight has been a director of RadioTower since June 6, 2000. Mr.
Harold Shipp has been a director of RadioTower since June 15, 2000. Mr. Joseph
Owens has been a director of RadioTower since June 20, 2000. 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. Mr. Levine has been Chairman of the Board since May 11,
2000.
With the exception of Mr. Cocks, Mr. Levine, Mr. Pearce, Mr. Owens and Mr.
Slaight, 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. and Oromin Exploration Ltd. Messrs. Levine and
Owens are directors of Retail Highway.com Inc. (OTC-BB: halted). Mr. Pierce
currently serves on the boards of Xybernaut Corp. (Nasdaq:XYBR - news),
Mustang.com Inc. (Nasdaq:MSTG - news), China Premium Food Corp. (OTC BB:CHPF)
and 2doBiz.com Inc. (OTC BB:DOBZ). Mr. Slaight is a director of GlobalMedia.com
(GLMC: NASDAQ).
Alan Brown o Mr. Brown (33 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
13 web sites - nine for clients, one for demonstration (SoftAd Communications)
and three versions of RadioTower's site. For each client site, Mr. Valkama was
responsible for consulting with the client and designing/developing the site and
marketing them on the Internet. These sites were promotional sites for the
following clients: Mountain Shadow Pub, Design Sportswear Ltd., Smart-Text
Solutions Inc., Sundance Trampolines, Donovan Sales, 777 Online, Trimseal
Plastics, Reef RV Rentals, and Pacific Coach Lines. Mr. Valkama also 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. From 1994 to 1996 Mr.
Valkama worked as an independent owner-operator in the courier industry, under
contract to Loomis Rush Messengers.
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 two CDNX listed
companies - Maracote International Resources Ltd. and Oromin Explorations Ltd.
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.
<PAGE>
RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 11 OF 18
Michael Levine o Mr. Levine (50) has more than twenty years experience in the
competitive music and entertainment industry where he has been both a successful
executive and performer. As a member of the multi-platinum rock group Triumph,
he actively participated in all aspects of the business including contract
negotiations, finance, publishing, licensing and marketing. Mr. Levine graduated
from Sir John A Macdonald Collegiate Institute in 1967 and attended Seneca
College 1967-1968. Mr. Levine has been President, CEO & a director of Retail
Highway.com Inc. since April 1999. He is also currently President & Director of
Golden Groove Productions Inc. and a director with Onsite Media and TRC Records
Limited. From 1995-1998 he was President of TRC Records, a manufacturer and
distributor of pre-recorded music.
Phillip Pearce o Mr. Pearce (71) is a career investment banker who served as
President, G.H. Crawford and Co., Executive Partner, R.S. Dickinson, Powell,
Kistler & Crawford, Sr. VP and Director, E.F. Hutton, President Phillip E.
Pearce & Co. and Partner - Pearce-Henry Capital Corp of Charlotte, NC. In
addition Mr. Pearce, known as the grandfather of NASDAQ, was Chairman of the
NASD Board of Governors (1968-69), served on the NYC Board of Directors of EF
Hutton (1969-75) and was a contributing author and editor of The Dow Jones
Publication of the Stock Market Handbook. Other positions include; Advisory
Council to the SEC on The Institutional Study of Stock Markets and Board of
Governors - New York Stock Exchange. Mr. Pierce received his B.S. degree from
the University of South Carolina in 1953 and did postgraduate study at the
University of Pennsylvania's Wharton School.
Joseph Owens o Mr. Owens (50) has over twenty-five years' experience in the
marketing and media industries. Mr. Owens has been repeatedly recognized for his
ability to develop marketing campaigns that are both highly creative and
unconventional. He has held senior management positions with CBS Records,
Billboard Entertainment Marketing, and BCL Entertainment. He has developed and
implemented successful marketing and sponsorship campaigns for the Rolling
Stones, Paul Simon, David Bowie and others and has arranged over $50 million in
corporate sponsorship of music and arts events. In 1993 he founded Owens &
Associates, Inc., a Silicon Valley-based, full service marketing agency focused
on developing promotions for leading-edge companies in the interactive
entertainment and communications industries. Mr. Owens is a director of
RetailHighway.Com Inc.
Harold G. Shipp o Mr. Shipp (74) is a career real estate developer who currently
serves as Chairman and Chief Executive Officer of Shipp Corporation Limited,
which recently celebrated its 77th year in business. Mr. Shipp has served as
President of the Toronto Home Builders and Canadian Home Builders Associations,
Trustee of ULI (Urban Land Institute), U.S.A. for 25 years and as a Director of
Ontario Jockey Club for over 10 years.
Gary Slaight o Mr. Slaight (48) is the President and Chief Executive Officer of
Standard Radio Inc., a subsidiary of Standard Broadcasting Corporation Limited.
Standard Radio is the largest privately held radio group in Canada. Standard
Radio's network division, Sound Source, is Canada's premier creator and marketer
of syndicated programming. Mr. Slaight is also on the Board of Directors of
GlobalMedia.com (GLMC: NASDAQ), an Internet company focused on providing clients
with private-label streaming media players and e-Commerce storefronts. Standard
Broadcasting is a shareholder of RadioTower.
(B) IDENTIFY SIGNIFICANT EMPLOYEES
RadioTower has four significant employees, Alan Brown, Paul Valkama, Henry
Valkama, and Emanuel Hajek, all of which are full time employees.
Henry Valkama o Mr. Valkama (38) received his degree in Business Administration
from Simon Fraser University in 1986. Mr. Valkama has an extensive background in
computers and the Internet. Mr. Valkama began working for RadioTower full time
as of January 1998, primarily focusing on marketing and product development.
Previous to that, Mr. Valkama worked as an independent small business consultant
in marketing, promotion and sales with numerous firms such as Komodo Electric
Ltd., Blue Steel Ltd., and Accidentally Bent Collision Repairs Ltd.
Emanuel Hajek o Mr. Hajek (30) began working at RadioTower in September 1999 as
Vice President of Corporate Development. In the previous five years he worked
extensively in the film and music industry. Mr. Hajek served as the Vice
President of Corporate Affairs for Adam Records (March 1995 to February 1997)
and for International Entertainment Group ("IEG") (March 1997 to June 1999). He
also served as producer and production manager of
<PAGE>
RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 12 OF 18
two independent short films for IEG. In 1987, Mr Hajek attended Capilano College
for the first year of a two year marketing program.
(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 paid an aggregate CDN$27,000 and accrued an aggregate $20,000 to its
named executive officers during its 1999 fiscal year.
<PAGE>
RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 13 OF 18
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long-term compensation
--------------------------------------------------
Annual compensation Awards Payouts
------------------- ------ -------
Other Securities
annual Restricted underlying All other
compen-sation stock options/ LTIP compen-sation
Name and principal Salary Bonus ($) awards SARs Payouts ($)
position Year ($) ($) (e) ($) (#) ($) (i)
(a) (b) (c) (d) (f) (g) (h)
-------------------------- ------- --------- --------- ---------- ------------ -------------- ---------- -----------
<S> <C> <C> <C> <C>
Anthony England, CEO 19981999 none none none none none none none
May 1998-Aug 1999 2000 none none none none none none none
n/a n/a n/a n/a n/a n/a n/a
-------------------------- ------- --------- --------- ---------- ------------ -------------- ---------- -----------
Alan Brown, CEO 1999 20,000(1) none none none none none none
Aug 1999-Present
2000 20,000 none none none none none none
-------------------------- ------- --------- --------- ---------- ------------ -------------- ---------- -----------
Paul Valkama, Director 1999 27,000 none none none none none none
Apr 1999 - Present
2000 15,000 none none none none none none
-------------------------- ------- --------- --------- ---------- ------------ -------------- ---------- -----------
</TABLE>
(1) These amounts have accrued and Mr. Brown has received 600,000 shares at
$0.01 per share as partial payment of his salary. See "Item 4. Recent
Sale of Unregistered Securities" for more details.
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
other than the oral arrangement between RadioTower and each of Alan Brown and
Jeff Cocks. In September 1999, RadioTower agreed to pay Mr. Brown a monthly
salary of $4,000 and to pay Mr. Cocks a monthly salary of $1,000 for acting as a
director of the Company. The parties agreed that the salaries would accrue at no
interest and be payable in the future when the funds are available. There is no
term to these agreements as they were oral agreements and can be terminated at
any time. As of the date of this filing, Mr. Brown has accrued an aggregate
$40,000, of which $6,000 has been paid by the issuance of 600,000 shares at
$0.01 per share. As for Mr. Cocks, he has accrued an aggregate $10,000, of which
$5,000 has been paid by the issuance of 500,000 shares at $0.01 per share. See
Note #3 and Note #5 of the audited financial statements for December 31, 1999
for more details.
In April 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 other 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
One material transaction undertaken by RadioTower since its incorporation was
its acquisition from Paul Valkama and Henry Valkama of certain assets, including
the domain name "Radiotower.com" and the name "RadioTower Interactive", pursuant
to a Purchase Agreement among RadioTower, Paul Valkama and Henry Valkama dated
<PAGE>
RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 14 OF 18
March 12, 1999. The assets included the domain name, a database of radio
stations and a website, which RadioTower has completely redeveloped since the
acquisition. As full consideration for the assets, RadioTower issued an
aggregate 6,500,000 shares of common stock at $0.001 per share to Paul Valkama
and Henry Valkama, as joint tenants.
Another material transaction between RadioTower and its insiders involved cash
advances made to RadioTower. In December 1998, three shareholders lent
RadioTower an aggregate $64,975 - Larry McNabb ($10,000), Jason Walsh ($3,000)
and Tech Equities Ltd. ($51,975). The loans were evidenced by a non-interest
bearing promissory note payable on May 19, 2000, May 6, 2000, and December 31,
2000 respectively. All amounts are still outstanding. However, Mr. McNabb and
Mr. Walsh have agreed to extend the deadline for payment of their loans to
December 31, 2000. See Note #5 of the audited financial statements for December
31, 1999 for more information.
Also, in December 1998, B-Mac Trading Inc., Barry Clemiss, Thomas Gardner,
Leslie Rutledge and Sharon Ivancoe advanced an aggregate $15,000 to RadioTower
to pay management fees, a legal retainer and to reduce a payable to a related
party. RadioTower repaid the advances in full by issuing an aggregate 1,500,000
shares to the lenders at $0.01 per share. See "Item 4. Recent Sale of
Unregistered Securities" and Notes #3 and #5 of the audited financial statements
for December 31, 1999 for more information.
Except as stated above or as stated elsewhere, no member of management,
executive officer or security holder had any direct or indirect interest in any
other transaction with RadioTower.
(B) TRANSACTIONS WITH PROMOTERS
Alan Brown and Jeff Cocks are the promoters of RadioTower. The promoters have
provided and continue to provide services for the organization of RadioTower and
for the development of RadioTower's website. To date, there have been no
transactions with either promoter.
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 23,250,000 shares are issued and
outstanding as of the date of this filing, after giving effect to a 3:2 stock
split effective for shareholders of record as of June 20, 2000, 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 Articles of Incorporation or By-laws that
would delay, defer or prevent a change in control of RadioTower with the
exception of Article II of the Articles of Incorporation. Article II provides
that the Board of Directors of RadioTower may fix and determine the
designations, rights, preferences or other variations of each class or series
within each class of capital stock of RadioTower. If the Board of Directors
exercised this ability, it may have the potential to defer or prevent a change
of control of RadioTower.
(B) DEBT SECURITIES
RadioTower is not offering any debt securities.
<PAGE>
RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 15 OF 18
(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 "RDOT."
Prior to the Company's 3:2 stock split effective June 20, 2000, RadioTower's
common stock traded under the symbol "RTOW."
<TABLE>
<CAPTION>
--------------------------------- ------------------- --------------------- ----------------------------
QUARTER PERIOD HIGH BID LOW BID SOURCE
--------------------------------- ------------------- --------------------- ----------------------------
<S> <C> <C> <C>
July - September 1998 $0.01 $0.01 Quicken.com
--------------------------------- ------------------- --------------------- ----------------------------
October - December 1998 $0.01 $0.01 Quicken.com
--------------------------------- ------------------- --------------------- ----------------------------
January - March 1999[1] $0.01 $0.01 Quicken.com
--------------------------------- ------------------- --------------------- ----------------------------
April - June 1999 $4.38 $0.02 Quicken.com
--------------------------------- ------------------- --------------------- ----------------------------
July - September 1999 $1.75 $0.375 Quicken.com
--------------------------------- ------------------- --------------------- ----------------------------
October - December 1999 $0.27 $0.02 Quicken.com
--------------------------------- ------------------- --------------------- ----------------------------
January - March 2000 $2.00 $0.17 Stockwatch.com
--------------------------------- ------------------- --------------------- ----------------------------
April 1 - June 20, 2000 $2.00 $1.35 Stockwatch.com
--------------------------------- ------------------- --------------------- ----------------------------
June 21 - June 30, 2000[2] $1.75 $0.875 Stockwatch.com
--------------------------------- ------------------- --------------------- ----------------------------
</TABLE>
[1] Any stock prices reflected prior to March 12, 1999 are those of Magnum
Ventures Inc. and are not representative of the current business
activities reflected throughout this Form 10-SB/A.
[2] Reflects 3:2 split effective June 20, 2000.
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 150 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
for investments purposes in a private transaction. The offering was
<PAGE>
RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 16 OF 18
fully subscribed for. However, RadioTower only received $20,000 in cash. The
remaining $15,000 was used to repay advances made to RadioTower. RadioTower
repaid these advances by issuing an aggregate 1,500,000 shares to B-Mac Trading
Inc., Barry Clemiss, Thomas Gardner, Leslie Rutledge and Sharon Ivancoe. See
Notes #3 and #5 of the audited financial statements for more details. These
shares were sold in July 1998 and issued in December 1998. RadioTower relied
upon Section 4(2) of the Securities Act of 1933 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.
NAME OF SUBSCRIBERS
-------------------
<TABLE>
<CAPTION>
<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. These share were issued on March 31, 1999. RadioTower relied upon
Section 4(2) of the Securities Act of 1933 for this private transaction.
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. These share were sold and issued on March 31, 1999. RadioTower relied upon
Section 4(2) of the Securities Act of 1933 and Rule 504 of Regulation D for this
private transaction. 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.
NAME OF SUBSCRIBERS
-------------------
<TABLE>
<CAPTION>
<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 for. However, RadioTower only
received $19,000 in cash. The remaining $11,000 was received by RadioTower as
past consideration in the form of accrued management wages - $6,000 owed to Alan
Brown and $5,000 owed to Jeff Cocks. RadioTower paid these accrued wages by
issuing 600,000 shares to Alan Brown and 500,000 shares to Jeff
<PAGE>
RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 17 OF 18
Cocks. See "Item 6. Executive Compensation" and Notes #3 and #5 of the audited
financial statements for more information. These share were sold on September
29, 1999 and issued on February 8, 2000. RadioTower relied upon Section 4(2) of
the Securities Act of 1933 and Regulation S for this private transaction. 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 and that they were not a U.S. person. These shares are
restricted securities and are subject to resale restrictions under Regulation S
and Rule 144.
The following is a list of the subscribers that subscribed for shares in the
September 29, 1999 private placement.
NAME OF SUBSCRIBERS
-------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Alan Brown Jeff Cocks Emmanuel Hajek Escape Enterprises Ltd.
Suzanne Kemp Tech Equities Ltd. Skyline Properties Ltd.
</TABLE>
RadioTower paid no underwriting discounts or commissions in connection with any
of its share offerings.
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 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, 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 revised 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.
PART III
ITEMS 1 AND 2. INDEX TO AND DESCRIPTION OF EXHIBITS.
<PAGE>
RADIOTOWER.COM, INC. FORM 10-SB/A PAGE 18 OF 18
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C> <C>
Exhibit A 1. Audited Financial Statements as of December 31, 1998 for the period Filed
May 5, 1998 (inception) to December 31, 1998
2. Interim financial statements as of June 30, 1999 for
the period May 5, Filed 1998 (inception) to June 30, 1999.
3. Revised Audited Financial Statements as of December 31, 1999 for the Included
period December 31, 1998 to December 31, 1999
Exhibit 2.1 Corporate Charter Filed
Exhibit 2.2 Articles of Incorporation Filed
Exhibit 2.3 Certificate of Amendment of Articles of Incorporation Filed
Exhibit 2.4 By-Laws Filed
Exhibit 3 Instruments defining the rights of security holders None
Exhibit 5 Voting Trust Agreement None
Exhibit 6.1 Purchase Agreement Filed
Exhibit 6.2 Licensing Agreement with Global Media Filed
Exhibit 6.3 Site Contract with Burst Media Filed
Exhibit 6.4 Interim Licensing Agreement with Destiny Media Technologies Inc. Filed
Exhibit 6.5 Master Distributor Agreement with Pronet Enterprises Ltd. Filed
Exhibit 6.6 Contract with Eline Technologies Inc. Filed
Exhibit 6.7 Copies of Promissory Notes given to insiders Filed
Exhibit 7 Material Foreign Patents None
Exhibit 12 Additional Exhibits None
Exhibit 27 Financial Data Schedule Filed
</TABLE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, RadioTower has duly caused this registration statement to be signed on its
behalf by the undersigned, who is duly authorized.
RADIOTOWER.COM, INC.
Dated July , 2000 By: /s/ Alan Brown
---------------- ---------------------
ALAN BROWN - PRESIDENT
