UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 0R 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended June 30, 2000
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[ ] TRANSITION REPORT UNDER SECTION 13 0R 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
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Commission file number 000-28031
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RADIOTOWER.COM, INC.
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(Name of Small Business Issuer in its charter)
Incorporated in the State of Nevada 91-1921581
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
322 - 425 Carrall Street, Vancouver, British Columbia V6B 6E3
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (604) 605-1357
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Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES [ X ] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
CLASS OUTSTANDING AS AT June 30, 2000
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Common Stock - $0.001 par value 23,250,000
Transitional Small Business Disclosure Format (Check one): YES [ ] NO [X]
<PAGE>
PAGE 2 of 11
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
RadioTower.com Inc.
fka Magnum Ventures Inc.
(A Development Stage Company)
Balance Sheet
June 30, 2000
(unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash $ 16,760
Other assets:
Domain asset, net 47,677
Property, plant & equipment 4,079
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$ 68,516
==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 44,555
Other liabilities:
Loans payable - stockholders 144,219
Stockholders' equity:
Preferred stock, $0.01 par value,
1,000,000 shares authorized, none outstanding -
Common stock, $0.001 par value,
50,000,000 shares authorized,
23,250,000 shares issued 15,500
Additional paid in capital 137,618
Deficit accumulated during the
development stage (273,376)
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(120,258)
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$ 68,516
==================
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
PAGE 3 of 11
RadioTower.com Inc.
fka Magnum Ventures Inc.
(A Development Stage Company)
Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
For the Period
Three Months Ended Six Months Ended May 5, 1998
June 30, 2000 June 30, 1999 June 30, 2000 June 30, (inception) to
1999 June 30, 2000
---------------- -------------- ---------------- ------------- ------------------
<S> <C> <C> <C> <C>
Revenue $ 2,356 $ - $ 2,953 $ - $ 3,801
Costs and expenses:
Selling, general and 21,568 28,311 82,189 34,100 251,825
administrative
Amortization 3,250 704 6,500 704 18,145
Loss on investment in - - - - 5,000
mineral property
---------------- -------------- ---------------- ------------- ------------------
Total operating 24,818 29,015 88,689 34,804 274,970
expenses
---------------- -------------- ---------------- ------------- ------------------
Operating (loss) (22,462) (29,015) (85,736) (34,804) (271,169)
Other income (expense)
Interest expense - - - - (327)
Foreign currency transaction (271) - (266) - (533)
gain (loss)
Other expense - - - - (1,347)
---------------- -------------- ---------------- ------------- ------------------
(271) - (266) - (2,207)
---------------- -------------- ---------------- ------------- ------------------
Net (loss) $ (22,733) $ (29,015) $ (86,002) $ (34,804) $ (273,376)
================ ============== ================ ============= ==================
Per share information:
Weighted average number of
common shares outstanding -
basic and diluted
23,250,000 13,983,333 21,783,149 7,479,167 13,532,472
================ ============== ================ ============= ==================
Net (loss) per common share -
basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.02)
================ ============== ================ ============= ==================
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
PAGE 4 OF 11
RadioTower.com
fka Magnum Ventures Inc.
(A Development Stage Company)
Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
For the Period
Six Months Six Months May 5, 1998
ended ended (inception) to
June 30, 2000 June 30, 1999 June 30, 2000
----------------- ----------------- ----------------
Cash flows from operating activities:
<S> <C> <C> <C>
Net (loss) $ (86,002) $ (34,804) $ (273,376)
Adjustments to reconcile net (loss) to net
cash used in operating activities:
Amortization 6,500 704 18,401
Increase (decrease) in accounts payable and accrued 15,256 (4,634) 55,289
liabilities
Increase in loans payable - shareholders - 13,000 -
Loss on investment - - 5,000
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Net cash (used in) operating activities (64,246) (25,734) (194,686)
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Cash flows from investing activities:
Purchase of fixed assets - - (4,079)
Organization costs - - (812)
Investment in mineral claims - - (5,000)
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Net cash (used in) investing activities - - (9,891)
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Cash flows from financing activities:
Proceeds from loans payable - shareholders 95,928 - 160,903
Payments for loans payable - shareholders (16,684) - (16,684)
Proceeds from related party advances - - 15,000
Proceeds from stock sales, net of issuance costs - 25,000 43,118
Proceeds from stock subscriptions - - 19,000
----------------- ----------------- ----------------
Net cash provided by financing activities 79,244 25,000 221,337
----------------- ----------------- ----------------
Increase (decrease) in cash 14,998 (734) 16,760
Beginning cash 1,762 5,789 -
----------------- ----------------- ----------------
Ending cash $ 16,760 $ 5,055 $ 16,760
================= ================= ================
$ -
Supplemental cash flow information:
Cash paid for interest $ - $ - $ (327)
Noncash transactions:
Issuance of stock for repayment of advances $ - $ - $ (15,000)
Issuance of stock for purchase of goodwill $ - $ 6,500 $ (65,000)
Issuance of stock subscriptions in repayment of
accrued wages $ - $ - $ (11,000)
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
PAGE 5 OF 11
RadioTower.com, Inc.
(A Development Stage Company)
Notes to Financial Statements
(Unaudited)
Note 1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information. They do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting only of normal
recurring adjustments, considered necessary for a fair presentation, have been
included in the accompanying unaudited financial statements. Operating results
for the periods presented are not necessarily indicative of the results that may
be expected for the full year. For further information, refer to the financial
statements and notes therto, included in the Company's Form 10-KSB for the year
ended December 31, 1999.
Note 2. NET LOSS PER SHARE
The net loss per share amounts are based on the weighted average number of
common shares outstanding for the period. Potential common shares and the
computation of diluted earnings per share are not considered, as their effect
would be anti-dilutive.
Note 3. STOCKHOLDERS' EQUITY
In 1999, stock subscriptions for 1,900,000 shares of common stock were issued
for cash of $19,000.
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.
The common stock for the stock subscriptions mentioned above was issued in
February 2000 pursuant to Section 4(2) and Regulation S of the Securities Act of
1933.
In 2000, the Company approved a 3:2 stock split of its common shares effective
for stockholders of record as of June 20, 2000.
<PAGE>
PAGE 6 OF 11
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 of this report, and this
discussion should be read in conjunction with the financial statements and other
financial information contained in this report.
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
RadioTower's 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. It is intented that 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 plans to 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 intends to 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.
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PAGE 7 OF 11
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 and 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 that
its website continues to meet the listeners' needs.
PART II - OTHER INFORMATION
ITEM 1. 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 2. CHANGES IN SECURITIES.
During the second quarter of the fiscal year covered by this report,
RadioTower did not modify the instruments defining the rights of its
shareholders, no rights of any shareholders was limited or qualified by any
other class of securities, and RadioTower did not sell any unregistered equity
securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
During the second quarter of the fiscal year covered by this report, no
material default has occurred with respect to any indebtedness of RadioTower.
Also during this quarter, no arrearage in the payment of dividends has occurred.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the second quarter of the fiscal
year covered by this report.
ITEM 5. OTHER INFORMATION.
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.
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PAGE 8 OF 11
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.
In April 2000 RadioTower entered into an agreement with SamsDirect Internet to
market and sell .CC domain name registrations around the globe at its
RadioTower.com streaming media portal via http://www.iGot.cc RadioTower receives
a commission on each .CC domain sold through the iGot.cc site. SamsDirect
handles operation of the Igot.cc site and order fulfilment, thus RadioTower has
no additional expense in offering this service.
RadioTower's plans contained in the April 13, 2000 press release relating to the
relocation of RadioTower's corporate offices were subsequently changed upon the
recommendation of RadioTower's new Board members, who concluded that the
proposed relocation was not in RadioTower's best interests. Accordingly,
RadioTower has elected to remain at its principal offices at the Carrall Street
address for the time being.
Effective at the opening of trading on Wednesday, June 21, 2000, RadioTower.com
Inc. Common Stock began trading on the NQB Pink Sheets under the new symbol
"RDOT." The Common Stock previously traded on the NQB Pink Sheets under the
symbol "RTOW." On May 18, 2000, the Board of Directors unanimously approved a
3:2 stock split which was effective for shareholders of record as of June 20,
2000.
Also, effective at the opening of trading on Wednesday, June 21, 2000,
RadioTower.com Inc. Common Stock has a new CUSIP #750452 20 3 replacing the
former CUSIP #750452 10 4.
During the second quarter, the following persons were appointed to RadioTower's
Board of Directors:
MICHAEL LEVINE - Chairman of the Board - Appointed May 11, 2000
Michael 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 has been President, CEO
and a director of Retail Highway.com Inc. since April 1999. He is also currently
President and 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 EDWARDS PEARCE - Director - Appointed May 16, 2000 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.
GARY SLAIGHT - Director - Appointed June 6, 2000 Mr. Slaight (48) is the
President and CEO 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 eCommerce
storefronts. Standard Broadcast also owns an equity position in RadioTower.
HAROLD G. SHIPP - Director - Appointed June 15, 2000
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PAGE 9 OF 11
Mr. Shipp (74) is a career
real estate developer who currently serves as Chairman and Chief Executive
Officer of the firm, 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.
JOSEPH T. OWENS - Director - Appointed June 20, 2000
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 where he developed and managed sponsorship
programs and radio and TV syndication contracts for the Rolling Stones Steel
Wheels and Urban Jungle Europe Tours. 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.
<PAGE>
PAGE 10 OF 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
All Exhibits required to be filed with this Form 10-QSB are incorporated by
reference to RadioTower's previously filed Form 10-SB, as amended, and Form
10-KSB for the year ended December 31, 1999.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
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<S> <C> <C>
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>
(b) REPORTS ON FORM 8-K.
There were no reports on Form 8-K filed by the Company during the quarter
ended June 30, 2000.
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PAGE 11 OF 11
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
RadioTower has caused this report to be signed on its behalf by the undersigned,
who are duly authorized.
RADIOTOWER.COM, INC.
By: /s/ ALAN BROWN
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Name and Title: ALAN BROWN - PRESIDENT, SECRETARY AND TREASURER
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Dated: August 14, 2000
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By: /s/ PAUL VALKAMA
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Name and Title: PAUL VALKAMA - DIRECTOR
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Dated: August 14, 2000
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