RADIOTOWER COM INC, 10SB12G/A, 2000-06-02

RADIOTOWER COM INC
10SB12G/A, 2000-06-02
BUSINESS SERVICES, NEC

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-SB/A

2ND 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)

<S> <C>
Incorporated in the State of Nevada 91-1921581
-------------------------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

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322 - 425 Carrall Street, Vancouver, British Columbia V6B 6E3
----------------------------------------------------- --------------
(Address of principal executive offices) (Zip Code)

Issuer's telephone number (604) 605-1357
--------------

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
----------------------- ------------------------

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock - $0.001 par value
-----------------------------------------
(Title of Class)

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RADIOTOWER.COM, INC. FORM 10-SB PAGE 2 OF 19

RADIOTOWER.COM, INC.

TABLE OF CONTENTS

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............................................................................8
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............................................................................9
Item 5. Directors, Executive Officers, Promoters and Control Persons......................................10
(a) Identify Directors and Executive Officers....................................................10
(b) Identify Significant Employees...............................................................10
(c) Family Relationships.........................................................................11
(d) Involvement in Certain Legal Proceedings.....................................................11
Item 6. Executive Compensation............................................................................11
Item 7. Certain Relationships and Related Transactions....................................................12
(a) Relationships with Insiders..................................................................12
(b) Transactions with Promoters..................................................................12
Item 8. Description of Securities.........................................................................13
(a) Common or Preferred Stock....................................................................13
(b) Debt Securities..............................................................................13
(c) Other Securities to be Registered............................................................13

PART II

Item 1. Market Price of and Dividends on RadioTower's Common Equity and Related Stockholder Matters.......13
(a) Market Information...........................................................................13
(b) Holders......................................................................................14
(c) Dividends....................................................................................14
Item 2. Legal Proceedings.................................................................................14
Item 3. Changes in and Disagreements with Accountants.....................................................14
Item 4. Recent Sale of Unregistered Securities............................................................14
Item 5. Indemnification of Directors and Officers.........................................................15

PART F/S.........................................................................................................16

PART III

Items 1 and 2. Index to and Description of Exhibits........................................................16

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RADIOTOWER.COM, INC. FORM 10-SB PAGE 3 OF 19

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
of the assets and goodwill of Radiotower.com and Radio Tower Interactive from
Paul Valkama and Henry Valkama. See "Item 7. Certain Relationships and Related
Transactions" and Exhibit 6.1 - Purchase Agreement for more details.

At the completion of the acquisition of the domain asset of Radiotower.com,
Anthony England subsequently 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, the Valkama brothers offered Mr. Brown
a position on the Board of Directors.

Prior to the acquisition of the domain asset of RadioTower from the Valkama
brothers, RadioTower was doing business as a sole proprietorship. They operated
the radiotower.com site as a hobby business from which no revenues were
generated. They also provided web design work, under contract, for various small
businesses. New station listings were constantly added as they became available.
The site was marketed online through various free channels. At this point, an
advertising agent (Burst Media) was contracted to solicit advertising on
RadioTower's behalf. Version 3.0 of RadioTower's site also involved an interface
change along with adding database backend. RadioTower put in place partnerships
with Pronet Enterprises Ltd. (see Exhibit #6.5) and Destiny Media Technologies
Inc. (see Exhibit #6.4) 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, RadioTower allows listeners to link to and
listen to these radio stations.

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RADIOTOWER.COM, INC. FORM 10-SB PAGE 4 OF 19

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.

Site users must have a multi-media computer with free downloadable copy of
RealPlayer 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 the RadioTower's
database.

RadioTower only contains listings for those radio stations that already
broadcast their signals over the Internet using Real Audio.

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 is 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 100's 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 just under 900 site visitors per
day, which extrapolates into 27,000 visitors per month.

Search engines such as Yahoo and Altavista are the #1 way that Internet users
find web sites. 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 high.

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 1136 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 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.

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. Since June 30, 1999,
RadioTower has generated revenues from the sale of onsite advertising.

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RADIOTOWER.COM, INC. FORM 10-SB PAGE 5 OF 19

Our advertisers have included Rolling Stone Magazine and Gillette. RadioTower's
ecommerce affiliates have included: 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. 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 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.

Distribution Methods

RadioTower will distribute its products and services over the Internet and will
advertise through medium such as newspapers, television and radio. The main
product, RadioTower.com, is distributed over the Internet. AudioAds are
available for online purchase and delivery on the Internet.

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RADIOTOWER.COM, INC. FORM 10-SB PAGE 6 OF 19

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 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.
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 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.

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 (See Exhibit 6.3 - Site Contract);
o Destiny Media Technologies Inc. (formerly Destiny Software
Productions Inc. - developer of audio streaming technology that
is used in RadioTower's AudioAd Player (See Exhibit 6.4 -
Interim Licence Agreement);
o Pronet Enterprises Ltd. - operates an Internet business directory
and a marketing partner for AudioAds; and

Sources, Raw Materials and Principal Suppliers

The RadioTower site is developed and maintained by RadioTower personnel and then
delivered, via Internet, to Vancouver-based Eline Technologies Inc. for serving.
See Exhibit 6.6 - Contract with Eline Technologies Inc. for more information.
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.

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RADIOTOWER.COM, INC. FORM 10-SB PAGE 7 OF 19

Dependence on One or a Few Major Customers

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
Contracts

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. Except as indicated above, 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. 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.

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

$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.

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RADIOTOWER.COM, INC. FORM 10-SB PAGE 8 OF 19

Number of Total Employees and Number of Full Time Employees

RadioTower has four employees, all 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.com, Inc. ("RADIOTOWER") did not have any revenues generated
from its business operations during its last three fiscal years.

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.

(A) CONTENT

It is management's intent to continue to add as many stations as
possible to its directory and will also 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.

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.

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:

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RADIOTOWER.COM, INC. FORM 10-SB PAGE 10 OF 19

o Advertising - Burst Media currently acts as an agent to place ads
on the RadioTower site; and
o AudioAds - beta site available, full launch set of summer 2000 and
provides turn-key solution for business' to put audio on their
web site. 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 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.

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RADIOTOWER.COM, INC. FORM 10-SB PAGE 10 OF 19

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.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

(a) Security Ownership of Certain Beneficial Owners (more than 5%)

=====================================================================================================
(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNER [1] OF CLASS [3]
-----------------------------------------------------------------------------------------------------
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Common Stock Paul Valkama 6,500,000[2] 41.93%
#18 - 4106 Albert Street
Burnaby, B.C.
and
Henry Valkama
108 - 7361 Halifax Street
Burnaby, B.C.,
as joint tenants

=====================================================================================================

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[3] Based on 15,500,000 shares of common stock issued and outstanding as of May
29, 2000.

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RADIOTOWER.COM, INC. FORM 10-SB PAGE 11 OF 19

(B) SECURITY OWNERSHIP OF MANAGEMENT

====================================================================================================
(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNER [1] OF CLASS [4]
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>

Common Stock Alan Brown 600,000 3.87%
2838 Neyland Road
Nanaimo, B.C.
----------------------------------------------------------------------------------------------------
Common Stock Paul Valkama 6,500,000[2] 41.93%
#18 - 4106 Albert Street
Burnaby, B.C.
and
Henry Valkama
108 - 7361 Halifax Street
Burnaby, B.C.,
as joint tenants
----------------------------------------------------------------------------------------------------
Common Stock Jeff Cocks 515,000 [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 Directors and Executive 7,615,000 49.12%
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 beneficially owned 66.67% by Paul Valkama and 33.33% by
Henry Valkama.
[3] 15,000 of these shares are registered in the name of West Isle Ventures
Ltd., of which Jeff Cocks is the sole shareholder.

[4] Based on 15,500,000 shares of common stock issued and outstanding as of May
29, 2000.

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.
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 and Mr. Pearce, 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. Mr. Levine is a director of Retail Highway.com Inc. 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).

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RADIOTOWER.COM, INC. FORM 10-SB PAGE 12 OF 19

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.

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.

(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 Accidentaly Bent Collision Repairs Ltd.

<PAGE>

RADIOTOWER.COM, INC. FORM 10-SB PAGE 13 OF 19

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 two independent short films
for IEG. In 1987, Mr Hajek attended Capilano College for the first year of a two
year marketing program.

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.

SUMMARY COMPENSATION TABLE

Long-term compensation
--------------------------------------------------
Annual compensation Awards Payouts
------------------- ------ -------

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)
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Anthony England, CEO 1998 none none none none none none none
May 1998-Aug 1999 1999 none none none none none none none
2000 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.

<PAGE>

RADIOTOWER.COM, INC. FORM 10-SB PAGE 14 OF 19

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
Jeffs 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 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. 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 business, 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. See Exhibit 6.1 - Purchase Agreement for more details.

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 Exhibit 6.7 - Copies of Promissory Notes" and 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.

<PAGE>

RADIOTOWER.COM, INC. FORM 10-SB PAGE 15 OF 19

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 Jeffs 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 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 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.

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".

--------------------------------------------------------------------------------------------------
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 - May 2000 $1.85 $0.55 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.

<PAGE>

RADIOTOWER.COM, INC. FORM 10-SB PAGE 16 OF 19

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 12 holders of record of common stock as of the date
of this filing.

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 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 Sections 3(b) and
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

<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>

<PAGE>

RADIOTOWER.COM, INC. FORM 10-SB PAGE 17 OF 19

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
Sections 3(b) and 4(2) of the Securities Act of 1933 for this private
transaction. See Exhibit #6.1 - Purchase Agreement for more details.

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

<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 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

<S> <C> <C> <C>
Alan Brown Emmanuel Hajek Escape Enterprises Ltd.
Jeff Cocks Suzanne Kemp Tech Equities Ltd. Skyline Properties Ltd.

</TABLE>

RadioTower paid no underwriting discounts or commissions in connection with any
of its share offerings.

<PAGE>

RADIOTOWER.COM, INC. FORM 10-SB PAGE 18 OF 19

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.

<PAGE>

RadioTower.com Inc.
fka Magnum Ventures Inc.
(A Development Stage Company)
Table of Contents

Page
----

Report of Independent Auditors 1

Balance Sheet 2

Statements of Operations 3

Statement of Changes in Stockholders' Equity 4

Statements of Cash Flows 5

Notes to Financial Statements 6-12

<PAGE>

[GRAPHIC OMITTED] STARK TINTER & ASSOCIATES, LLC
-----------------------------------------------------------------
Certified Public Accountants
Financial Consultants

REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
RadioTower.com, Inc.
322 - 425 Carrall Street
Vancouver, British Columbia V6B 6E3

We have audited the accompanying balance sheet of RadioTower.com, Inc. (a
development stage company) fka Magnum Ventures Inc. as of December 31, 1999, and
the related statements of operations, changes in stockholders' equity, and cash
flows for the year ended December 31, 1999, the period from May 5, 1998
(inception) to December 31, 1998 and the period from May 5, 1998 (inception) to
December 31, 1999. 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 audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide 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 RadioTower.com, Inc. (a
development stage company) fka Magnum Ventures Inc. as of December 31, 1999, and
the results of its operations, and its cash flows for the year ended December
31, 1999, the period from May 5, 1998 (inception) to December 31, 1998 and the
period from May 5, 1998 (inception) to December 31, 1999, in conformity with
generally accepted accounting principles.

Stark Tinter & Associates, LLC
Denver, Colorado
February 4, 2000

<PAGE>

RadioTower.com Inc.
fka Magnum Ventures Inc.
(A Development Stage Company)
Balance Sheet
December 31, 1999

ASSETS
Current assets:
Cash $ 1,762

Other assets:
Domain asset, net 54,167
Property, plant & equipment 4,079
----------

$ 60,008
==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued liabilities $ 29,289
----------

Other liabilities:
Loans payable - stockholders 64,975

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 12,500
Additional paid in capital 110,618
Common stock subscriptions 30,000
Deficit accumulated during the
development stage (187,374)
----------
(34,256)
----------

$ 60,008
==========

The accompanying notes are an integral part of the financial statements.

<PAGE>

RadioTower.com Inc.
fka Magnum Ventures Inc.
(A Development Stage Company)
Statements of Operations

Costs and expenses:
Selling, general and administrative 143,680 25,956 169,636
Amortization 11,536 109 11,645
Loss on investment in mineral property -- 5,000 5,000
----------- ----------- -----------
Total operating expenses 155,216 31,065 186,281
----------- ----------- -----------

Operating (loss) (154,368) (31,065) (185,433)

Other income (expense)
Interest expense (327) -- (327)
Foreign currency transaction gain (loss) (267) -- (267)
Other expense (1,347) -- (1,347)
----------- ----------- -----------

Net (loss) $ (156,309) $ (31,065) $ (187,374)
=========== =========== ===========

Per share information:

Weighted average number
of common shares outstanding - basic and diluted 9,452,055 2,362,500 6,628,713
=========== =========== ===========

Net (loss) per common share - basic and diluted $ (0.02) $ (0.01) $ (0.03)
=========== =========== ===========

</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

Radio Tower.com Inc.
fka Magnum Ventures Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
May 5, 1998 (inception) through December 31, 1999

Deficit
Common Stock Commone Accumulated
--------------------------- Additional Stock During the
Shares Amount Paid in Capital Subscriptions Development Stage 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 -- -- -- -- (31,065) (31,065)
--------------------------------------------------------------------------------------------

Balance at December 31, 1998 3,500,000 3,500 29,618 -- (31,065) 2,053
--------------------------------------------------------------------------------------------

Issuance of stock for
purchase of goodwill 6,500,000 6,500 58,500 -- -- 65,000

Issuance of stock for
cash at $0.01 per share 2,500,000 2,500 22,500 -- -- 25,000

Issuance of stock subscriptions for
cash at $0.01 per share -- -- -- 19,000 -- 19,000

Issuance of stock subscriptions as
payment of accrued wages -- -- -- 11,000 -- 11,000

Net (loss) for the year -- -- -- -- (156,309) (156,309)
--------------------------------------------------------------------------------------------

Balance at December 31, 1999 12,500,000 $ 12,500 $ 110,618 $ 30,000 $(187,374) $ (34,256)
============================================================================================

</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

RadioTower.com
fka Magnum Ventures Inc.
(A Development Stage Company)
Statements of Cash Flows

For the Period For the Period
May 5, 1998 May 5, 1998
For the Year Ended (inception) to (inception) to
December 31, 1999 December 31, 1998 December 31, 1999
------------------ ----------------- -----------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) $(156,309) $ (31,065) $(187,374)
Adjustments to reconcile net (loss) to net
cash used in operating activities:
Amortization 11,536 109 11,645
Increase in accounts payable and accrued liabilities 35,850 4,439 40,289
Loss on investment -- 5,000 5,000
--------- --------- ---------
Net cash (used in) operating activities (108,923) (21,517) (130,440)
--------- --------- ---------

Cash flows from investing activities:
Purchase of fixed assets (4,079) -- (4,079)
Organization costs -- (812) (812)
Investment in mineral claims -- (5,000) (5,000)
--------- --------- ---------
Net cash (used in) investing activities (4,079) (5,812) (9,891)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from loans payable - shareholders 64,975 -- 64,975
Proceeds from related party advances -- 15,000 15,000
Proceeds from stock sales, net of issuance costs 25,000 18,118 43,118
Proceeds from stock subscriptions 19,000 -- 19,000
--------- --------- ---------
Net cash provided by financing activities 108,975 33,118 142,093
--------- --------- ---------

Increase in cash (4,027) 5,789 1,762

Beginning cash 5,789 -- --
--------- --------- ---------

Ending cash $ 1,762 $ 5,789 $ 1,762
========= ========= =========

Supplemental cash flow information:
Cash paid for interest $ (327) $ -- $ (327)
Noncash transactions:
Issuance of stock for repayment of advances $ -- $ (15,000) $ (15,000)
Issuance of stock for purchase of goodwill $ (65,000) $ -- $ (65,000)
Issuance of stock subscriptions in repayment of
accrued wages $ (11,000) $ -- $ (11,000)

</TABLE>

The accompanying notes are an integral part of the financial statements.

<PAGE>

RadioTower.com Inc.
fka Magnum Ventures Inc.
(A Development Stage Company)
Notes to Financial Statements

Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on May 5, 1998, in the State of Nevada as Magnum
Ventures Inc. On May 18, 1999 the Company changed its name to RadioTower.com,
Inc. The Company is in the development stage. During the period, the Company
purchased a domain asset, the domain name RadioTower.com, and will utilize the
website as its own internet portal which provides free online directories of
live radio stations.

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.

Cash and Cash Equivalents

For purposes of balance sheet classification and the statements of cash flows,
the Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

Financial Instruments

The carrying amounts for the company's cash and cash equivalents, accounts
payable and loans payable - stockholders approximate fair value.

Property and Equipment

Property and equipment are being depreciated by the straight-line method over
lives of five years. The depreciation methods are designed to expense the cost
of the assets over their estimated useful lives.

Research and Development Costs

Research and development costs are charged to operations when incurred and are
included in selling, general and administrative expenses. The amounts charged to
operations for the year ended December 31, 1999, the period May 5, 1998
(inception) to December 31, 1998 and the period May 5, 1998 (inception) to
December 31, 1999, were approximately $34,000, nil and $34,000, respectively.

<PAGE>

Foreign Currency Exchange and Translation

The functional currency of the Company is the U.S. dollar. The Company also has
a Canadian dollar bank account it uses for some operations. For reporting
purposes, the financial statements are presented in U.S. dollars in accordance
with Statement of Financial Accounting Standard No. 52, Foreign Currency
Translation. At the date a transaction is recognized, each asset, liability,
revenue, expense, gain, or loss arising from a transaction is measured and
recorded in the functional currency by use of the exchange rate in effect at
that date. At each balance sheet date, recorded balances that are denominated in
a currency other than the functional currency is adjusted to reflect the current
exchange rate. The Company does not use foreign exchange contracts, interest
rate swaps, or option contracts. Foreign currency transaction gains and losses,
which for the year ended December 31, 1999 and the period May 5, 1998
(inception) to December 31, 1999 were nil, are included in the results of
operations.

Intangibles

The domain asset represents the cost of a domain name acquired and is being
amortized using the straight-line method over five years. Amortization of the
domain asset expensed to operations for the year ended December 31, 1999 and the
period May 5, 1998 (inception) to December 31, 1999 was $10,833.

Product and website development costs incurred in developing the Company's
website are accounted for in accordance with SOP 98-1. Product and website
development costs include amounts incurred by the Company to develop, enhance,
manage, monitor and operate the Company's website. External direct costs of
materials and services consumed in developing or obtaining internal-use computer
software, payroll and payroll-related costs for employees who devote time
directly related to the internal-use computer software project, and interest
costs incurred while developing internal-use computer software are capitalized.
Product development costs, preliminary project and past implementation product
costs are expensed as incurred. Internal costs for upgrades and enhancements
that result in probable additional functionality are capitalized.

Net loss per common share

The Company follows Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS No. 128"). Basic earnings per common share ("EPS")
calculations are determined by dividing net income by the weighted average
number of shares of common stock outstanding during the year. Diluted earnings
per common share calculations are determined by dividing net income by the
weighted average number of common shares and dilutive common share equivalents
outstanding. During the periods presented common stock equivalents were not
considered as their effect would be anti-dilutive.

<PAGE>

Comprehensive income

The Company follows Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income." SFAS 130 establishes standards for reporting
and displaying comprehensive income, its components and accumulated balances.
SFAS 130 is effective for periods beginning after December 15, 1997. The Company
adopted SFAS 130 in 1998.

Impairment of long-lived assets

The Company periodically reviews the carrying amount of property, plant and
equipment and its identifiable intangible assets to determine whether current
events or circumstances warrant adjustments to such carrying amounts. If an
impairment adjustment is deemed necessary, such loss is measured by the amount
that the carrying value of such assets exceeds their fair value. Considerable
management judgement is necessary to estimate the fair value of assets,
accordingly, actual results could vary significantly from such estimates. Assets
to be disposed of are carried at the lower of their financial statement carrying
amount or fair value less costs to sell. As of December 31, 1999, management
does not believe there is any impairment of the carrying amounts of assets.

Revenue Recognition

The Company's revenue is primarily related to advertising and electronic
commerce transaction revenues. Advertising revenues represent sales of online
advertising. Electronic commerce transaction revenues consist of referrals to an
advertiser's website where an individual may conduct an electronic commerce
transaction. The Company recognizes advertising revenues over the period the ads
are displayed on the website. The Company recognizes electronic commerce
transaction revenues (the referral fee only) upon notification from the
advertiser of revenues earned by the Company.

Advertising Costs

The cost of advertising is expensed as incurred. For the year ended December 31,
1999, the period May 5, 1998 (inception) to December 31, 1998 and the period May
5, 1998 (inception) to December 31, 1999, the Company incurred advertising
expense of $11,316, nil and $11,316, respectively, which is included in selling,
general and administrative expenses.

<PAGE>

Segment Information

Effective in 1999, the Company adopted SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." Certain information is disclosed, per
SFAS No. 131, based on the way management organizes financial information for
making operating decisions and assessing performance. The Company currently
operates in a single segment and will evaluate additional segment disclosure
requirements as it expands its operations.

Recent Pronouncements

The FASB recently issued Statement No 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of Effective Date of FASB Statement
No. 133". The Statement defers for one year the effective date of FASB Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities". The
rule now will apply to all fiscal quarters of all fiscal years beginning after
June 15, 2000. In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which is required to be adopted
in years beginning after June 15, 1999. The Statement permits early adoption as
of the beginning of any fiscal quarter after its issuance. The Statement will
require the Company to recognize all derivatives on the balance sheet at fair
value. Derivatives that are not hedges must be adjusted to fair value through
income. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset against the
change in fair value of the hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The ineffective portion of a derivative's change
in fair value will be immediately recognized in earnings. The Company has not
yet determined if it will early adopt and what the effect of SFAS No. 133 will
be on the earnings and financial position of the Company.

SOP 98-9, "Modification of SOP 97-2, Software Revenue Recognition, With Respect
to Certain Transactions" was issued in December 1998 and addresses software
revenue recognition as it applies to certain multiple-element arrangements. SOP
98-9 also amends SOP 98-4, "Deferral of the Effective Date of a Provision of SOP
97-2", to extend the deferral of application of certain passages of SOP 97-2
through fiscal years beginning on or before March 15, 1999. All other provisions
of SOP 98-9 are effective for transactions entered into in fiscal years
beginning after March 15, 1999. The Company will comply with the requirements of
this SOP as they become effective and this is not expected to have a material
effect on the Company's revenues and earnings.

<PAGE>

Note 2. DOMAIN ASSET

On March 12, 1999, the Company entered into an agreement to purchase the domain
name RadioTower.com in exchange for 6,500,000 shares of restricted common stock
at a fair value of $0.01 per share, which approximates the predecessor cost of
the asset. The Company has utilized the domain name for its own internet portal
which provides free online directories of live radio stations. This transaction
will be accounted for as the purchase of a domain asset. The Company will
conduct business under the name Radiotower.com.

The following is a summary of the domain asset as of December 31, 1999, less
accumulated amortization:

Domain asset $ 65,000
Less accumulated amortization (10,833)
--------
Net domain asset $ 54,167
========

Note 3. STOCKHOLDERS' EQUITY

During the period May 5, 1998 (inception) to December 31, 1998, 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.

During the period May 5, 1998 (inception) to December 31, 1998, 1,500,000 shares
of common stock $0.001 par value were issued in exchange for repayment of
advances aggregating $15,000.

During the year ended December 31, 1999, 6,500,000 shares of common stock $0.001
par value were issued in consideration for the domain asset and domain name
RadioTower.com.

During 1999, 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.

In 1999, stock subscriptions for 1,900,000 shares of common stock were issued
for cash of $19,000. Common stock was issued in February, 2000 pursuant to
Regulation S, Rule 144.

Also in 1999, stock subscriptions for 1,100,000 shares of common stock were
issued in exchange for payment of accrued wages of $11,000. Common stock was
issued in February, 2000 pursuant to Regulation S, Rule 144.

<PAGE>

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 an unrelated party. The
terms of the agreement required the Company to make an initial cash payment to
the party in the amount of $5,000, which it made during the period. Further
required payments were not made and during the period, the agreement was voided.
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 December 31, 1998, business
associates of the sole officer and director of the Company ("sole officer"),
advanced to the Company $15,000. The funds were used to pay for management fees,
a legal retainer and to reduce the other payable to a related party. The sole
officer's associates were repaid through the issuance of 1,500,000 shares.

During the year ended December 31, 1999, shareholders of the Company loaned to
the Company $64,975 in exchange for promissory notes. The notes bear no interest
and are due at various dates through May 2000.

Note 6. OPERATING LEASE

The Company leases office space under an operating lease, which expires in June
2000.

Minimum future rental payments under this non-cancelable operating lease which
has a remaining term of six months is $8,400 at December 31, 1999. Rent expense
was $4,914 for the year ended December 31, 1999 and the period May 5, 1998
(inception) to December 31, 1999.

Note 7. INCOME TAXES

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (FAS 109), `Accounting for Income Taxes", which requires use
of the liability method. FAS 109 provides that deferred tax assets and
liabilities are recorded based on the differences between the tax basis of
assets and liabilities and their carrying amounts for financial reporting
purposes, referred to as temporary differences. Deferred tax assets and
liabilities at the end of each period are determined using the currently enacted
tax rates applied to taxable income in the periods in which the deferred tax
assets and liabilities are expected to be settled or realized.

<PAGE>

The provision for income taxes differs from the amount computed by applying the
statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences are as follows:

Income tax provision at
the federal statutory rate 35%
Effect of operating losses (35)%
---
--
===

As of December 31, 1999, the Company has a net operating loss carryforward of
approximately $176,000 for tax purposes which will be available to offset future
taxable income. If not used, these carryforwards will expire in 2019. The tax
benefit of these net operating and capital losses 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.

<PAGE>

RADIOTOWER.COM, INC. FORM 10-SB PAGE 19 OF 19

PART III

ITEMS 1 AND 2. INDEX TO AND DESCRIPTION OF EXHIBITS.

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 Included
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 MAY 29 , 2000 By: /S/ ALAN BROWN
----------- ---------------- --------------------------------
ALAN BROWN - PRESIDENT