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 year ended March 31
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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
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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
- ------------------------------------ ------------------------------------
(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 AT MAY 15, 2000
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Common Stock - $0.001 par value 15,500,000
Transitional Small Business Disclosure Form at (Check one): YES [ X ] NO [ ]
<PAGE>
RADIOTOWER.COM, INC. FORM 10-QSB PAGE 2 OF 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
RadioTower.com Inc.
fka Magnum Ventures Inc.
(A Development Stage Company)
Balance Sheet
March 31, 2000
(unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Other assets:
Domain asset, net $ 50,917
Property, plant & equipment 4,079
$ 54,996
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank overdraft $ 145
Accounts payable and accrued liabilities 44,289
Total current liabilities 44,434
Other liabilities:
Loans payable - stockholders 108,082
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, 15,500
15,500,000 shares issued 137,618
Additional paid in capital
Deficit accumulated during the
development stage (250,638)
(97,520)
$ 54,996
</TABLE>
The accompanying notes form an integral part of the financial statements.
<PAGE>
RADIOTOWER.COM, INC. FORM 10-QSB PAGE 3 OF 3
RadioTower.com Inc.
fka Magnum Ventures Inc.
(A Development Stage Company)
Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
For the Period
Three months Three months May 5, 1998
ended ended (inception) to
March 31, 2000 March 31,1999 March 31, 2000
<S> <C> <C> <C>
Revenue $ 597 $ -- $ 1,445
Costs and expenses:
Selling, general and administrative 60,621 5,789 230,252
Amortization 3,250 -- 14,895
Loss on investment in mineral property -- -- 5,000
Total operating expenses 63,871 5,789 250,147
Operating (loss) (63,274) (5,789) (248,702)
Other income (expense)
Interest expense -- -- (327)
Foreign currency transaction gain (loss) 5 -- (262)
Other expense -- -- (1,347)
5 -- (1,936)
Net (loss) $ (63,269) $ (5,789) $ (250,638)
Per share information:
Weighted average number
of common shares outstanding - basic and diluted 13,533,333 3,609,589 8,515,200
Net (loss) per common share - basic and diluted $ (0.00) $ (0.00) $ (0.03)
</TABLE>
The accompanying notes form an integral part of the financial statements.
<PAGE>
RADIOTOWER.COM, INC. FORM 10-QSB PAGE 4 OF 4
RadioTower.com
fka Magnum Ventures Inc.
(A Development Stage Company)
Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
For the Period For the Period
Three months Three months May 5, 1998
ended ended (inception) to
March 31, 2000 March 31,1999 March 31, 2000
<S> <C> <C> <C>
Cash flows from operating activities:
Net (loss) $ (63,269) $ (5,789) $ (250,638)
Adjustments to reconcile net (loss) to net
cash used in operating activities:
Amortization 3,250 -- 14,895
Increase in accounts payable and accrued liabilities 15,005 -- 55,289
Increase in cash overdraft 145 -- 145
Loss on investment -- -- 5,000
Net cash (used in) operating activities (44,869) (5,789) (175,309)
Cash flows from investing activities:
Purchase of fixed assets -- -- (4,079)
Organization costs -- -- (812)
Investment in mineral claims -- -- (5,000)
Net cash (used in) investing activities -- -- (9,891)
Cash flows from financing activities:
Proceeds from loans payable - shareholders 43,107 -- 108,082
Proceeds from related party advances -- -- 15,000
Proceeds from stock sales, net of issuance costs -- -- 43,118
Proceeds from stock subscriptions -- -- 19,000
Net cash provided by financing activities 43,107 -- 185,200
(Decrease) in cash (1,762) (5,789) --
Beginning cash 1,762 5,789 --
Ending cash $ -- $ -- $ --
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 $ -- $ -- $ (65,000)
Issuance of stock subscriptions in repayment of
accrued wages $ -- $ -- $ (11,000)
</TABLE>
The accompanying notes form an integral part of the financial statements.
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
<PAGE>
RADIOTOWER.COM, INC. FORM 10-QSB PAGE 5 OF 5
necessarily indicative of the results that may be expected for the full year.
For further information, refer to the financial statements and notes thereto,
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. 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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR 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
The RadioTower Store will be redesigned to integrate better with
RadioTower's new site, offering a better shopping experience. The store is
currently up and running and fully operational. It will be expanded by adding
new products as they become available and providing multiple links throughout
the site to specific store pages. For example, listeners to rock stations will
be encouraged to visit the rock section of the store and will have links to rock
content areas of the store.
In order to increase site traffic, RadioTower will launch an extensive
sales and marketing campaign to promote its website. The campaign will include
banner and audio advertising on the Internet, print ads in relevant print media
and spot ads on radio stations. RadioTower will participate in trade shows that
have an Internet, technology and/or radio focus.
<PAGE>
RADIOTOWER.COM, INC. FORM 10-QSB PAGE 6 OF 6
(c) REVENUE
RadioTower will attempt to generate more revenue by (i) acquiring exclusive
rights to radio personalities and content, and (ii) expanding its e-commerce
store. RadioTower will pursue exclusive arrangements with radio stations to
rebroadcast their content. RadioTower will endeavour to make arrangements with
various radio personalities and shows and recording artists to broadcast their
material on the RadioTower site. This will create exposure for the content
provider and a marketing opportunity for RadioTower to drive traffic to the
site.
RadioTower is in the early stages of operation and just beginning to
generate business revenues. Revenue generating programs include:
o Advertising - Burst Media currently acts as an agent to place ads on
the RadioTower site;
o RadioTower Store - currently operating, it allows visitors to make
online purchases of CD's, videos, DVD's and books; and
o AudioAds - beta site available, full launch set of February 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.
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 first 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 nay
other class of securities, and RadioTower did not sell any unregistered equity
securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
During the first 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 material 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 first quarter of the fiscal
year covered by this report.
<PAGE>
RADIOTOWER.COM, INC. FORM 10-QSB PAGE 7 OF 7
ITEM 5. OTHER INFORMATION.
Gizmomall is an online retailer of new and innovative technology. Their
goal is to be "the place to find the latest in innovative lifestyle technology
for you and your friends & family." With a secure eCommerce system in place,
visitors can view product presentations and safely order online. Currently,
RadioTower.com and Gizmomall have a traffic sharing agreement - visitors from
both sites are funnelled into one interface that includes the Gizmomall shopping
site and the RadioTower Internet radio directory. This agreement is of an
informal nature as negotiations for further integration are ongoing. These
negotiations concern themselves with 1) putting a revenue-sharing agreement in
place and 2) the outright purchase of the Gizmomall name, site, proprietary
software, customer base and good will.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
All Exhibits required to be filed with the Form 10-QSB are incorporated by
reference to RadioTower's previously filed Form 10-SB and Form 10-KSB.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<S> <C> <C>
Exhibit A 1. Unaudited Financial Statements as of March 31, 2000 Included
Exhibit 2 Charter and by-laws Filed
Exhibit 3 Instruments defining the rights of security holders None
Exhibit 5 Voting Trust Agreement None
Exhibit 6 Material Contracts Filed
Exhibit 7 Material Foreign Patents None
Exhibit 12 Additional Exhibits None
Exhibit 27 Financial Data Schedule Included
</TABLE>
(b) REPORTS ON FORM 8-K.
There were no reports on Form 8-K filed by the Company during the quarter
ended March 31, 2000.
<PAGE>
RADIOTOWER.COM, INC. FORM 10-QSB PAGE 8 OF 8
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: May 16, 2000
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By: /s/ PAUL VALKAMA
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Name and Title: PAUL VALKAMA - DIRECTOR
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Dated: May 16, 2000
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
EXHIBIT 27
FINANCIAL DATA SCHEDULE
ARTICLE 5 - COMMERCIAL & INDUSTRIAL COMPANIES
RADIOTOWER.COM, INC.
THIS EXHIBIT CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 2000
AND IS QUALIFIED BY REFERENCE TO SUCH FINANCIAL STATEMENTS
(1) 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.
</LEGEND>
<CIK> 1098578
<NAME> RADIOTOWER.COM, INC.
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4,079
<DEPRECIATION> 0
<TOTAL-ASSETS> 54,996
<CURRENT-LIABILITIES> 44,434
<BONDS> 0
0
0
<COMMON> 15,500
<OTHER-SE> (82,020)
<TOTAL-LIABILITY-AND-EQUITY> 54,996
<SALES> 0
<TOTAL-REVENUES> 597
<CGS> 0
<TOTAL-COSTS> 63,871
<OTHER-EXPENSES> (5)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (63,269)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
