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

                                   FORM 10-KSB

         (Mark One)
         [X] Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         [ ] Transitional Report Under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                   For the fiscal year ended December 31, 2000

                         Commission file number: 0-28031

                              RADIOTOWER.COM, INC.
                              --------------------
                 (Name of Small Business Issuer in its charter)

            Nevada                                             91-1921581
            ------                                             ----------
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                              #8-4106 Albert Street
                    Burnaby, British Columbia, Canada V5C 2E6
                                 (604) 299-5003
                                 --------------
        (Address, including zip code and telephone number, including area
                    code, of registrant's executive offices)

         Securities registered under Section 12(b) of the Exchange Act:
                                      none

        Securities registered under to Section 12(g) of the Exchange Act:

                                  Common Stock
                                  ------------
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such  shorter  period that the Company was  required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes  X  No
          ---    ---

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.

                          (Continued on Following Page)



<PAGE>




State issuer's revenues for its most recent fiscal year. $4,015.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days: $744,000 as of April 03, 2001.

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practicable  date:  As of April 19, 2001:  23,250,000
shares of common stock.

Documents incorporated by reference:  None




                                                                               2

<PAGE>



                                TABLE OF CONTENTS

                            FORM 10-KSB ANNUAL REPORT

                              RADIOTOWER.COM, INC.

                                                                            PAGE
                                                                            ----

Facing Page
Index
PART I
Item 1.    Description of Business..........................................  4
Item 2.    Description of Property.......................................... 10
Item 3.    Legal Proceedings................................................ 10
Item 4.    Submission of Matters to a Vote of
               Security Holders............................................. 10

PART II
Item 5.    Market for the Registrant's Common Equity
               and Related Stockholder Matters.............................. 11
Item 6.    Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations................................................... 12
Item 7     Financial Statements............................................. 16
Item 8.    Changes in and Disagreements on Accounting
               and Financial Disclosure..................................... 31

PART III
Item 9.    Directors, Executive Officers, Promoters
               and Control Persons, Compliance with
               Section 16(a) of the Exchange Act............................ 31
Item 10.   Executive Compensation........................................... 34
Item 11.   Security Ownership of Certain Beneficial
               Owners and Management........................................ 35
Item 12.   Certain Relationships and Related
               Transactions................................................. 36

PART IV
Item 13.   Exhibits and Reports on Form 8-K................................. 37


SIGNATURES.................................................................. 38


                                                                               3

<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

     RadioTower.com,  Inc. (the "Company or "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 an option to purchase  certain  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.  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 that time and the board of  directors  decided to enter
into the radio Internet business.

     In  March  1999,  the  Company  acquired  the  right  to  the  domain  name
"Radiotower.com" and the name "Radio Tower Interactive" in exchange for issuance
of 9,750,000 shares of the Company's common stock,  which was valued at $65,000,
approximately  the   predecessor's   cost.  See  "Part  II,  Item  7,  Financial
Statements" and notes thereto and "Part III, Item 12 Certain  Relationships  and
Related Transactions."

         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.

     As  of  the  date  of  this  Report,  RadioTower  is  an  Internet  company
(www.radiotower.com).  RadioTower  is one of the first  companies  online with a
live radio  directory  and audio  portal.  The  directory  is a free  television
guide-like  listing  of over 1,000  radio  stations  worldwide.  With the use of
existing  technology,  such as  RealPlayer(TM)  and/or Windows Media Player(TM),
RadioTower allows listeners to link to and listen to these radio stations. Audio
quality depends on speed of Internet connection, computer speed and quality of a
particular  station's host server. ___ A 28k modem and 486 computer will provide
acceptable results. Users can search for a station by name, country, category or
keyword  search.  Once a station is located,  the user simply clicks on the play
button  beside  each  station to listen.  The user is free to continue to browse
RadioTower's  site,  surf other websites and work at home or in the office while
listening  to the radio  station.  New stations  are  constantly  being added to
RadioTower's database. RadioTower

                                                                               4

<PAGE>



only contains  listings for those radio  stations that already  broadcast  their
signals over the Internet using RealAudio(TM) and/or Windows Media Player(TM).

     RadioTower  has built a steady user base of over 40,000  monthly  listeners
with no  marketing  budget and  receives  over 400,000 page views a month due to
positive  word-of-mouth,  high listings on most major search engines, links from
hundreds of other sites to RadioTower's  website,  favorable reviews (USA Today,
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 and
statistics provided by Netnation  Communications Inc.,  RadioTower's website has
an average of 14,800 page views per day or 459,000 per month.

     Search engines such as Yahoo and Altavista are the principal means by which
Internet users find websites.  management  believes that a high listing on these
search  engines  (on the first page of results)  is a very  important  marketing
tool. These rankings are constantly  changing and RadioTower  regularly  submits
updates to attempt to keep RadioTower's rankings current. Link popularity is the
total  number  of web  sites  that  link  to  RadioTower's  website.  Good  link
popularity can dramatically increase traffic to RadioTower's website.  According
to link  popularity.com  there are 2100  websites on Hotbot  search  engine that
currently have links to RadioTower.

     In a  typical  Internet  session a user  will go to  RadioTower's  site and
select the radio station of the user's  preference by name,  place and/or genre.
The station's audio signal will be broadcast continually as the user surfs other
stations  or  sites,  works in the  office or home,  or until  the user  selects
another station.

     The Company retained Transition Capital Management in March 1999 to provide
management,   administrative  and  accounting  services  for  RadioTower.   This
agreement was terminated in July 1999. All invoices and balances due were paid.

     The Company is in the early  stages of operation  and is just  beginning to
generate  business  revenues.  Since June 30,  1999,  RadioTower  has  generated
nominal  revenues from the sale of on-site  advertising.  Our  advertisers  have
included Rolling Stone Magazine and Gillette. RadioTower's e-commerce affiliates
have included Music Previews, Audio Book Club, Beyond.com (software),  IQ (audio
software) and The Wall Street Journal.

     In the  future,  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

                                                                               5

<PAGE>



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
per  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.

     RadioTower  put in place  partnerships  with Pronet  Enterprises  Ltd.  and
Destiny Media  Technologies  Inc. to begin  development of the Audio Ad service.
RadioTower  elected not to renew its contract with Pronet  Enterprises Ltd. that
came up for renewal on August 21, 2000.  RadioTower  gave 60-day  notice of this
action  in  accordance  with  the  Master  Distributor   Agreement  between  the
companies,  dated  August 21,  1997.  RadioTower  received no revenue  from this
agreement.

     In April  2000,  RadioTower  entered  into an  agreement  with Sams  Direct
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.  Sams
Direct  handles  operation  of the  Igot.cc  site and  order  fulfillment,  thus
RadioTower has no additional expense in offering this service.

     On  September  6,  2000,   RadioTower  announced  it  signed  a  definitive
Distribution Partnership with NetBroadcaster.com to launch a co-branded Internet
radio directory website. RadioTower will retain 50% of revenue derived from this
partnership.  While awaiting implementation of this website,  NetBroadcaster.com
is  providing a link to  RadioTower.  At present,  RadioTower  does not have the
resources to enable this functionality, so the project has yet to be implemented
and RadioTower has received no revenue from the endeavor.

     On October 17, 2000  RadioTower  announced  a  strategic  partnership  with
eFront Media,  Inc. to develop a co-branded  Internet radio directory.  The site
will be  marketed  by  eFront's  network  and be Powered by  RadioTower.com.  At
present,  RadioTower does not have the resources to enable this functionality so
the project has yet to be  implemented  and  RadioTower  has received no revenue
from the endeavor.

     On November  29, 2000  RadioTower  announce a  strategic  partnership  with
Standard Radio,  Inc. to develop Audio Ads  (http://www.audioads.cc),  a turnkey
service to create custom audio

                                                                               6

<PAGE>



clips for commercial web sites. Standard Radio will provide their facilities and
talent to produce top quality clips for AudioAds clients. At present, RadioTower
does not have the resources to enable this  functionality so the project has yet
to be implemented and RadioTower has received no revenue from the endeavor.

     RadioTower's site is constantly under development. Management of RadioTower
intends to work with other  Internet  development  firms to create more powerful
software.  RadioTower plans to partner with content providers and other Internet
sites to  maximize  the  reach  and  ability  of its  offerings.  Some  features
RadioTower plans to offer include:

     -    highly targeted rich media ads (audio banners) that increase the value
          of our partners content;
     -    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;
     -    information about the song and artist which is currently  playing  and
          relevant links; and
     -    Internet audio hosting services.

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

     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.

     The RadioTower site is developed and maintained by RadioTower personnel and
then delivered,  via Internet, to Vancouver-based  Netnation Communications Inc.
for serving.This site can serve over 200,000 customers per hour. Station data is
researched on the Internet,  then added to the database on a monthly basis. As a
courtesy,RadioTower notifies each radio station of its inclusion and asks if any
changes are  required.  To date,  only one station has requested  removal.  Many
stations  also  contact  RadioTower  to  request  a  listing  or  to  compliment
management on RadioTower's service.

Industry Overview

     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

                                                                               7

<PAGE>



webcast. Listeners can bookmark their favorite 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
now offers 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.

Competition

     RadioTower  competes  with  many  companies  possessing  greater  financial
resources and technical  facilities  than itself in the Internet radio market as
well as for the  recruitment  and  retention  of  qualified  personnel.  Many of
RadioTower's  competitors  have a very diverse  portfolio  and have not confined
their  market to one  industry,  product or  service,  but offer a wide array of
multi-  layered  businesses  consisting of may different  customers and industry
partners.

     RadioTower has sought to differentiate itself from its large competitors by
offering  an   international   directory   that  includes  all  types  of  radio
stations.These competitors, while better financed and more popular, list certain
stations only:  stations that use a particular  streaming audio technology (Real
Guide,Windows  Media  Guide),  or  use  a  particular  streaming  audio  service
provider(Yahoo  Broadcast).  While  RadioTower  can host  stations,  it is not a
prerequisite  to be listed on the site.  It makes no difference to audio quality
where the person links from.

     Other competitive  directories do exist: Internet Radio List, BRS Web Radio
Directory,   Seek  Radio,  Earth  Tuner,  On  The  Air,  vTuner,  Atomic  Global
Radio,Sunset  Radio,  Broadcastmusic.com,  Virtual  Tuner  and MIT List of Radio
Stations.All  these sites offer the same basic information - RadioTower  differs
from them in a  qualitative  way rather than  quantitative.  It is  management's
belief that  RadioTower's  site provides a better  experience for its users than
its  competitors - it is visually more  appealing,  runs faster and is easier to
use.With adequate financing,  management believes it can distinguish itself from
these   competitors   by   developing  an  even  better  site   (offering   more
information,easier  to use and  more  powerful  graphic  features)  and  through
superior  marketing.  As  described  below under "Plan of  Operation - Revenue,"
management will also seek to acquire exclusive rights to radio personalities and
content,as well as expand its e-commerce affiliations, in an attempt to generate
more revenue.

     RadioTower's  policy  is to  link  to all  audio  providers  regardless  of
technology or proprietary interests. Key advantages that RadioTower has over its
competitors  are an in-depth  knowledge  of the  Internet  industry and Internet
audio, a functional Web site

                                                                               8

<PAGE>



with regular users, and site recognition and strategic  alliances with important
industry players, such as:

     -    Musicvision, Inc.  -  advertising  placement   agency   that   resells
          RadioTower's ad inventory;
     -    Destiny Media Technologies Inc. (formerly Destiny Software Productions
          Inc.  -  developer  of  audio  streaming  technology  that  is used in
          RadioTower's Audio Ad Player;
     -    Standard Broadcasting Inc. - operates a group of Radio  Stations and a
          production partner for AudioAds;
     -    eFront Media Inc.  -   operates  a  networks  of  Internet  sites  for
          compelling destination content and a  distribution partner to launch a
          co-branded Internet radio directory web site; and
     -    NetBroadcaster.com Inc. - operates a streaming  media   portal  and  a
          distribution partner to launch a co-branded  Internet  radio directory
          web site

     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, Musicvision, Inc.

Trademarks/Tradenames

     RadioTower  currently  does not own any patents or trademarks  and is not a
party to any license or franchise agreements, concessions, royalty agreements or
labor contracts. The Internet site is copyrighted upon uploading. radiotower.com
is a  registered  domain  name of  RadioTower.  RadioTower  will seek  trademark
protection  for  RadioTower  as it refers to an  internet  service  and  further
trademark  protection for the slogans "The Internet Radio  Receiver",  which has
been used online since June of 1996 by Henry and Paul Valkama and by  RadioTower
since March 1999, and for "Transmitting  YOUR message to the world!",  which has
been used  since June 1997 by Henry and Paul  Valkama  and by  RadioTower  since
March 1999.

Government Regulations

     The Company is not subject to any  extraordinary  governmental  regulations
relating to its 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. The technology used by RadioTower does not allow
for unauthorized copying. If a format does appear which satisfies both the music
industry and the

                                                                               9

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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,
management believes that 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.

Employees

     RadioTower has two  employees,  Paul Valkama and Henry Valkama who are full
time employees.  RadioTower, when in the financial position to do so, intends to
hire  programmers and designers on a consultant basis and will continue to do so
as the need arises.

ITEM 2.  DESCRIPTION OF PROPERTY.

     RadioTower  operates from its principal  executive offices at Suite #8-4106
Albert Street,  Burnaby,  British  Columbia,  Canada.  A director of the Company
provides the space for Company use at no charge. See "Part III, Item 12, Certain
Relationships and Related Transactions."

     RadioTower's sole assets are its copyrighted site and its registered domain
name "radiotower.com".

ITEM 3. LEGAL PROCEEDINGS

     RadioTower is not a party to any pending legal proceedings.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.



                                                                              10

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                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

     On August 25, 2000,  RadioTower's common stock commenced trading on the OTC
BB. RadioTower's common stock was previously quoted on the pink sheets under the
symbol  "RDOT." Prior to the Company's 3:2 stock split  effective June 20, 2000,
RadioTower's common stock traded under the symbol "RTOW."

     The table  below  sets forth the  reported  high and low bid prices for the
periods  indicated.  The bid prices shown reflect  quotations  between  dealers,
without adjustment for markups, markdowns or commissions,  and may not represent
actual transactions in the Company's securities.

                                                      Bid Price
         Quarter Ended                          High             Low
         ----------------                       -----            -----

         September 1998                         $0.01            $0.01
         December 1998                          $0.01            $0.01

         March 1999(1)                          $0.01            $0.01
         June 1999                              $4.38            $0.02
         September 1999                         $1.75            $0.375
         December 1999                          $0.27            $0.02

         March 2000                             $2.00            $0.17
         June 20, 2000                          $2.00            $1.35
         June 30, 2000(2)                       $1.75            $0.875
         September 2000                         $1.45            $0.60
         December 2000                          $1.00            $0.10

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

(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- KSB.

(2)  Reflects 3:2 forward split effective June 20, 2000.

     As of April 17,  2001,  the closing  bid and asked  price of the  Company's
common stock was $0.03 bid, $0.04 asked.

     (b) Holders.  RadioTower has  approximately 150 holders of record of common
stock as of February 29, 2000.

     (c)  Dividends.  The Company did not pay any  dividends on its Common Stock
during the two years ended December 31, 2000.  Pursuant to the laws of the State
of Nevada,  a  corporation  may not issue a  distribution  if,  after giving its
effect, the corporation

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would not be able to pay its  debts as they  became  due in the usual  course of
business, or such corporation's total assets would be less than the sum of their
total  liabilities plus the amount that would be needed, if the corporation were
to be dissolved  at the time of the  distribution,  to satisfy the  preferential
rights upon dissolution of shareholders whose  preferential  rights are superior
to those receiving the  distribution.  As a result,  management does not foresee
that the Company  will have the ability to pay a dividend on its Common Stock in
the  fiscal  year ended  December  31,  2001.  See "Part II,  Item 7,  Financial
Statements."

ITEM 6.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS

     The following  discussion  should be read in conjunction with the Company's
audited  financial  statements and notes thereto included herein.  In connection
with, and because it desires to take advantage of, the "safe harbor"  provisions
of the Private  Securities  Litigation  Reform Act of 1995, the Company cautions
readers regarding certain forward looking statements in the following discussion
and  elsewhere  in this  report  and in any other  statement  made by, or on the
behalf of the Company,  whether or not in future filings with the Securities and
Exchange  Commission.  Forward  looking  statements  are statements not based on
historical  information  and  which  relate to  future  operations,  strategies,
financial  results  or  other  developments.   Forward  looking  statements  are
necessarily based upon estimates and assumptions that are inherently  subject to
significant business,  economic and competitive uncertainties and contingencies,
many of which are beyond the Company's  control and many of which,  with respect
to future business  decisions,  are subject to change.  These  uncertainties and
contingencies can affect actual results and could cause actual results to differ
materially from those expressed in any forward looking statements made by, or on
behalf of, the Company.  The Company  disclaims any obligation to update forward
looking statements.

     The Company  generated an aggregate of $4,015 in revenues during the fiscal
year ended  December 31, 2000.  In  management's  view,  these  revenues are not
material. As such, management has elected to present a Plan of Operation, rather
than a comparison of results of operations.

Plan of Operation

     RadioTower's  plan of  operation  is  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.


                                                                              12

<PAGE>



     RadioTower  is in the  early  stages of  operation  and just  beginning  to
generate  business  revenues.  Since June 30,  1999,  RadioTower  has  generated
nominal  revenues  from  the  sale  of  on  site  advertising.   We  have  spent
approximately $60,500 on research and development  activities since commencement
of our business plan.

     RadioTower's  twelve-month  plan of operation is to (i) improve the quality
and  quantity  of content on its  website  in order to provide  the best  online
directory  connecting  listeners  to  stations  worldwide,  (ii)  increase  site
traffic, and(iii) develop more revenue-generating programs.  RadioTower plans to
improve its site by  developing  a more  dynamic  interface  and making the site
easier to navigate and more  graphically  exciting.  RadioTower plans to utilize
new  technologies and software such as Flash with Vector graphics to improve the
quality of the website.  RadioTower's  strategy is to enhance the product design
while increasing brand awareness and loyalty among its listeners.

(A)  CONTENT

     It is  management's  intent to continue to add as many stations as possible
to its directory and to continue to add more contextual and specific information
to RadioTower's  website.  As technology  improves,  management plans to provide
more  customized  features  and a much more  interactive  interface  so that the
website will have a user-friendly design and a quick download time and will have
cross- reference capabilities. The site will provide users with more information
on their  searches  such as  better  station  descriptions,  and will  highlight
special events, concerts and regularly scheduled features. Management intends to
improve  RadioTower's website so that it will also provide a multiple of dynamic
ways for visitors to interact in the site.  These  developments are currently in
progress and will be released on an ongoing basis.

     RadioTower  will continue to hire employees as the need arises and finances
allow.  Positions will include web  programmers,  graphic  artists,  webmasters,
multimedia   designers,   web   writers,   marketing   representatives,    sales
representatives and administrators.

(B)  SITE TRAFFIC

     Provided that the Company has sufficient  capital available (of which there
can be no  assurance),  RadioTower  intends  to  launch an  extensive  sales and
marketing  campaign to promote its website in order to increase  site  traffic,.
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.


                                                                              13

<PAGE>



(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 endeavor 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:

     -    Advertising - Musicvision,Inc. currently acts as an agent to place ads
          on the RadioTower site; and

     -    AudioAds - beta site available for demonstration purposes, full launch
          delayed until adequate  financing  supports a full product launch,  to
          provide  a  turn-key  solution  for  businesses  to put audio on their
          websites. The final stage of beta testing is currently under way.

(D)  SUMMARY

     RadioTower  cannot  satisfy  its cash  requirements  for the next 12 months
without having to raise additional funds. RadioTower's expected cash requirement
for the next 12 months is  $180,000.  As  RadioTower's  monthly user base grows,
management expects  advertising and e-commerce  revenues to grow  significantly.
RadioTower also expects to raise any required  additional funds by way of equity
and/or debt financing. However, RadioTower may not be able to raise the required
funds from such financings.  In that case RadioTower will proceed by approaching
current shareholders for loans to cover operating costs.

     RadioTower  does not  presently  plan to purchase any plant or  significant
equipment.  RadioTower  will  continue  with  its  research  or  development  by
conducting continuous perceptual studies to monitor what listeners want from its
website and by continuing  to explore  various  e-commerce  models to ensure its
store and website continue to meet the listeners' needs.

Liquidity and Capital Resources

     As of December 31, 2000, we had nominal cash available,  as well as nominal
accounts receivable. We incurred negative working capital of $316,247, primarily
from  costs  associated  with  selling,  general  and  administrative  expenses,
resulting  in a net loss of  ($278,728)  for the year ended  December  31,  2000
($0.01 per share),

                                                                              14

<PAGE>



compared to a net loss of ($156,309)  during the fiscal year ended  December 31,
1999 ($0.01 per share).

     We have  various  outstanding  notes  payable.  Since  commencement  of our
business plan,  certain of our shareholders  have made loans to us. In the years
ended  December 31, 2000 and 1999,  these loans  totalled  $132,755 and $64,975,
respectively.  These loans  accrue  interest at the rate of 9% per annum and are
due on June 30, 2001.  As of the date of this Report,  we are  discussing  these
loans with the applicable  shareholders relevant to the probability that we will
be unable to repay these  obligations when they become due.  However,  as of the
date of this Report, no definitive  amended terms have been agreed and there can
be no assurances that any agreement will be reached in this regard.

     Our  management  recognizes  that,  in order to allow the Company to obtain
profitable  operations and implement our business plan, it will be necessary for
us to raise additional  equity capital of at least $1.5 million.  Our management
is in  discussions  with  investment  bankers and others to provide or assist in
providing that financing. However, as of the date of this Report, we do not have
any written  commitments for this financing,  and no assurance can be given that
we will  obtain any  additional  financing,  either  debt or equity.  Failure to
obtain  additional  capital will force management to reduce expense.  If this is
not  successful,  it is doubtful that we will be able to survive and the Company
will be forced to liquidate.

Trends

     During the past year, there has been a drastic reduction in the spending of
advertising  dollars  on the  Internet.  While this was  believed  to be a major
source of revenues, the Company also realized that it must develop other revenue
streams in order to be cash flow positive. We developed and succeeded in closing
several  strategic  partnerships  that, if fully  implemented,  would have added
significantly to our cash flow.  However,  due to the negative market perception
of the dotcom business,  and the resulting drop of the price of our shares,  the
Company  found it  impossible  to raise the  necessary  capital to pursue  these
alliances to the fullest extent.

     There are other factors that will  continue to challenge  the Company,  not
the least of which is the  pressure  being  applied to "brick and mortar"  radio
stations to pay performing rights royalties on their internet  broadcasts.  This
has  caused  the  largest  radio   station  owner  in  America,   Clear  Channel
Communications,  to eliminate  and/or  significantly  reduce the number of their
radio stations  streaming  their signals on the Internet,  thereby  reducing the
number and variety of U.S. stations our site visitors can access.


                                                                              15

<PAGE>



     Several of our  competitors  have  ceased  operations,  the  largest  being
BroadcastAmerica.com,  who closed their operation late in 2000. There is a trend
towards consolidation via business combinations,  however, the lack of available
funding is making this difficult as well. The  fully-built out companies such as
Yahoo,  Microsoft and AOL are now offering  internet radio  directories on their
websites in an effort to keep visitors for a longer period of time.  The Company
views these as our most serious competitors.

     RadioTower  will continue to  vigorously  pursue the funding it requires to
continue and to build-out its business model.

Inflation

     Although the operations of the Company are  influenced by general  economic
conditions, the Company does not believe that inflation had a material affect on
the results of operations during 2000.

ITEM 7.  FINANCIAL STATEMENTS

                                                                              16

<PAGE>















                              RadioTower.com, Inc.
                            fka Magnum Ventures Inc.
                          (A Development Stage Company)
                          As of and for the Years Ended
                           December 31, 2000 and 1999,
                                 and the Period
                             May 5, 1998 (inception)
                              to December 31, 2000







                                                                              17
<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' (Deficit)                     4

         Statements of Cash Flows                                            5

         Notes to Financial Statements                                    6-12


























                                                                              18

<PAGE>











                         REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Directors
RadioTower.com, Inc.

We have  audited  the  accompanying  balance  sheet of  RadioTower.com,  Inc. (a
development stage company) fka Magnum Ventures Inc. as of December 31, 2000, and
the related statements of operations,  changes in stockholders'  (deficit),  and
cash flows for the years ended  December 31, 2000, and 1999, and the period from
May 5, 1998 (inception) to December 31, 2000. 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 auditing standards generally accepted
in the  United  States of  America.  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, 2000, and
the results of its  operations,  and its cash flows for the years ended December
31, 2000 and 1999,  and the period from May 5, 1998  (inception) to December 31,
2000 in conformity with accounting  principles  generally accepted in the United
States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial statements,  the Company has suffered recurring losses from operations
and has a working  capital and  stockholders'  deficiency.  These  factors raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also discussed in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.



Stark Tinter & Associates, LLC
Denver, Colorado
April 2, 2001

                                       -1-

                                                                              19




<PAGE>


                             RADIOTOWER.COM, INC.
                           FKA MAGNUM VENTURES, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEET
                               DECEMBER 31, 2000


                                    ASSETS

CURRENT ASSETS
  Cash                                                         $      461
  Accounts receivable
                                                                      193
                                                               ----------

                      Total current assets                            654
                                                               ----------

  PROPERTY AND EQUIPMENT,  net of
       accumulated depreciation of $816                             3,263
                                                               ----------

                                                               $    3,917
                                                               ==========



                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                             $   55,890
  Accrued wages                                                    50,597
  Loans payable - stockholders                                    210,414
                                                               ----------

                      Total current liabilities                   316,901
                                                               ----------


STOCKHOLDERS' (DEFICIT)
  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                    23,250
  Additional paid in capital                                      129,868
  Deficit accumulated during the development stage               (466,102)
                                                               ----------
                                                                 (312,984)
                                                               ----------

                                                               $    3,917
                                                               ==========

                                      -2-

                                                                              20
<PAGE>

<TABLE>

                              RADIOTOWER.COM, INC.
                            FKA MAGNUM VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS

<CAPTION>
                                                                              FOR THE PERIOD
                                                 YEAR ENDED    YEAR ENDED       MAY 5, 1998
                                                 DECEMBER 31,  DECEMBER 31,   (INCEPTION) TO
                                                    2000           1999      DECEMBER 31, 2000
                                                 ------------  ------------  -----------------
<S>                                              <C>           <C>           <C>
REVENUE                                          $      4,015  $        848  $           4,863
                                                 ------------  ------------  -----------------

COSTS AND EXPENSES
  Selling, general and administrative                 228,675       144,007            398,638
  Loss on impairment of assets                         54,167             -             54,167
  Amortization                                              -        11,536             11,645
  Loss on investment in mineral property                    -             -              5,000
                                                 ------------  ------------  -----------------

                                                      282,842       155,543            469,450
                                                 ------------  ------------  -----------------

OPERATING (LOSS)                                     (278,827)     (154,695)          (464,587)

OTHER INCOME (EXPENSE)
  Foreign currency transaction gain (loss)                 99          (267)              (168)
  Other                                                     -        (1,347)            (1,347)
                                                 ------------  ------------  -----------------

NET (LOSS)                                           (278,728)     (156,309)          (466,102)
                                                 ============  ============  =================

PER SHARE INFORMATION

WEIGHTED AVERAGE SHARES OUTSTANDING -
        BASIC AND DILUTED                          22,522,603    15,974,167         14,383,562
                                                 ============  ============  =================

NET (LOSS) PER COMMON SHARE (BASIC AND DILUTED)  $      (0.01) $      (0.01) $           (0.03)
                                                 ============  ============  =================


</TABLE>

                                      -3-

                                                                              21

<PAGE>

<TABLE>

                              RADIOTOWER.COM, INC.
                            FKA MAGNUM VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENT OF CHANGES IN STOCKHOLDERS' (DEFICIT)
                MAY 5, 1998 (INCEPTION) THROUGH DECEMBER 31, 2000


<CAPTION>
                                                                                                Deficit
                                          Common Stock                                        Accumulated
                                     ---------------------     Additional    Common 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)             3,000,000  $   3,000  $        15,118  $           -                  -  $   18,118

Issuance of stock for
  repayment of advances
  at $0.01 per share                  2,250,000      2,250           12,750              -                  -      15,000

Net (loss) for the period                     -          -                -              -            (31,065)    (31,065)
                                     ----------  ---------  ---------------  -------------  -----------------  ----------

Balance at December 31, 1998          5,250,000      5,250           27,868              -            (31,065)      2,053
                                     ----------  ---------  ---------------  -------------  -----------------  ----------

Issuance of stock for
  purchase of domain name             9,750,000      9,750           55,250              -                  -      65,000

Issuance of stock for
  casj at $0.01 per share             3,750,000      3,750           21,250              -                  -      25,000

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

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

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

Balance at December 31, 1999         18,750,000     18,750          104,368         30,000           (187,374)    (34,256)
                                     ----------  ---------  ---------------  -------------  -----------------  ----------
Issuance of stock pursuant to stock
   subscriptions at $0.01 per share   4,500,000      4,500           25,500        (30,000)                 -           -

Net (loss) for the year                       -          -                -              -           (278,728)   (278,728)
                                     ----------  ---------  ---------------  -------------  -----------------  ----------

Balance at December 31, 2000         23,250,000  $  23,250  $       129,868  $           -  $        (466,102) $ (312,984)
                                     ==========  =========  ===============  =============  =================  ==========


</TABLE>


                                      -4-

                                                                              22
<PAGE>

<TABLE>

                              RADIOTOWER.COM, INC.
                            FKA MAGNUM VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                                      FOR THE PERIOD
                                                         YEAR ENDED    YEAR ENDED       MAY 5, 1998
                                                         DECEMBER 31,  DECEMBER 31,   (INCEPTION) TO
                                                             2000         1999       DECEMBER 31, 2000
                                                         ------------  ------------  -----------------
<S>                                                      <C>           <C>           <C>
OPERATING ACTIVITIES
   Net (loss)                                            $   (278,728) $   (156,309) $        (466,102)
   Adjustments to reconcile net (loss) to net cash
     (used) in operating activities:
        Amortization                                                -        11,536             11,645
        Depreciation                                              816             -                816
        Interest expense converted to loan payable             12,684             -             12,684
        Loss on impairment of assets                           54,167             -             54,167
        Loss on investment in mineral property                      -             -              5,000
        Issuance of stock for wages                                 -        11,000             11,000
   Changes in:
        Accounts receivable                                      (193)            -               (193)
        Accounts payable                                       37,198        14,253             55,890
        Accrued wages                                          40,000        10,597             50,597
                                                         ------------  ------------  -----------------
Net cash (used in) operating activities                      (134,056)     (108,923)          (264,496)
                                                         ------------  ------------  -----------------

INVESTING ACTIVITIES
  Purchase of fixed assets                                          -        (4,079)            (4,079)
  Organization costs                                                -             -               (812)
  Investment in mineral claims                                      -             -             (5,000)
                                                         ------------  ------------  -----------------
             Net cash (used in) investing activities                -        (4,079)            (9,891)
                                                         ------------  ------------  -----------------
FINANCING ACTIVITIES
  Proceeds from loans payable - shareholders                  132,755        64,975            197,730
  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             19,000
                                                         ------------  ------------  -----------------
             Net cash provided by financing activities        132,755       108,975            274,848
                                                         ------------  ------------  -----------------

               Net increase (decrease) in cash                 (1,301)       (4,027)               461

CASH AT BEGINNING OF YEAR                                       1,762         5,789                  -
                                                         ------------  ------------  -----------------
CASH AT END OF YEAR                                      $        461  $      1,762  $             461
                                                         ============  ============  =================

SUPPLEMENTAL CASH FLOW INFORMATION
  Cash paid for interest                                 $          -  $          -  $               -
                                                         ============  ============  =================
  Cash paid for income taxes                             $          -  $          -                  -
                                                         ============  ============  =================

SUPPLEMENTAL DISCLOSURE OF SIGNIFICANT
NON-CASH FINANCING AND INVESTING ACTIVITIES

  Conversion of accrued interest into promissory notes   $     12,684  $          -  $          12,684
                                                         ============  ============  =================
  Issuance of stock for repayment of advances            $          -  $          -  $          15,000
                                                         ============  ============  =================
  Issuance of stock for purchase of domain assets        $          -  $     65,000  $          65,000
                                                         ============  ============  =================






</TABLE>
                                      -5-

                                                                              23

<PAGE>



                              RADIOTOWER.COM, INC.
                            FKA MAGNUM VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS



Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

Use of estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires 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.

Fair value of financial instruments

Fair value estimates  discussed herein are based upon certain market assumptions
and pertinent  information  available to management as of December 31, 2000. The
respective  carrying  value of certain  on-balance-sheet  financial  instruments
approximated  their fair  values.  These  financial  instruments  include  cash,
accounts  receivable,  accounts  payable,  and loans  payable.  Fair values were
assumed to approximate  carrying values for financial  instruments  because they
are short term in nature,  their carrying amounts  approximate  fair values,  or
they are receivable or payable on demand

Property and equipment

Property  and  equipment  is stated at cost and is being  depreciated  using the
straight-line method over the asset's estimated economic life of 5 years.

                                      -6-
                                                                              24
<PAGE>
                              RADIOTOWER.COM, INC.
                            FKA MAGNUM VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS


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 years ended  December 31, 2000, and 1999 and the period from
May 5, 1998 (inception) to December 31, 2000, were approximately $0, $34,000 and
$34,000, respectively.

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  are  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 years ended  December  31, 2000 and 1999 and the period
May 5, 1998 (inception) to December 31, 2000 were $99, $(267),  and $(168),  are
included in the results of operations.

Intangibles

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

                                      -7-

                                                                              25
<PAGE>

                              RADIOTOWER.COM, INC.
                            FKA MAGNUM VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS

determined  by  dividing  net income by the  weighted  average  number of common
shares and dilutive  common share  equivalents  outstanding.  During the periods
when  they  are  anti-dilutive,  common  stock  equivalents,  if  any,  are  not
considered in the computation.

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,  2000,  management
believed that the domain asset was impaired (see Note 6).

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 years ended December
31, 2000 and 1999, and the period May 5, 1998  (inception) to December 31, 2000,
the  Company  incurred  advertising  expense of $5,000,  $11,316,  and  $16,316,
respectively, which is included in selling, general and administrative expenses.

Segment Information

The Company  follows SFAS No. 131,  "Disclosure  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 one
business segment and will evaluate additional segment disclosure requirements as
it expands operations.

                                      -8-

                                                                              26
<PAGE>
                              RADIOTOWER.COM, INC.
                            FKA MAGNUM VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS


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".  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 engaged in any hedging
activities since their inception on May 5, 1998.

During  December 1999, the  Securities  and Exchange  Commission  released Staff
Accounting  Bulletin No. 101, Revenue  Recognition in Financial  Statements (SAS
No.  101),  which  provides  guidance  on  the  recognition,   presentation  and
disclosure  of revenue in financial  statements.  SAB No. 101 did not impact the
Company's revenue recognition policies.

Note 2.  GOING CONCERN

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles, which contemplates continuation of the
Company  as a going  concern.  The  Company  has a working  capital  deficit  of
$316,247, a stockholders'  deficiency of $312,984, and an accumulated deficit of
$466,102 as of December 31, 2000. The Company has generated  recurring losses of
$278,728  and  $156,309  in 2000 and 1999,  respectively.  The  Company  has not
attained profitable operations and is reliant on funding from stockholders.  The
Company is exploring  options to expand  operations and raise  additional  funds
through equity and debt financing;  however,  the Company has no commitment from
any party to provide  additional  capital  and there is no  assurance  that such
funding will be available when needed,  or if available,  that its terms will be
favorable or acceptable to the Company.

The financial  statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.

                                      -9-

                                                                              27
<PAGE>
                              RADIOTOWER.COM, INC.
                            FKA MAGNUM VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS



Note 3.  DOMAIN ASSET

On March 12, 1999, the Company  entered into an agreement to purchase the domain
name  "RadioTower.com"  in exchange for 9,750,000  shares of  restricted  common
stock at a fair value of $65,000,  which  approximates the predecessor's 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
has been accounted for as the purchase of a domain asset (see Note 6).

Note 4.  STOCKHOLDERS' (DEFICIT)

During the period May 5, 1998 (inception) to December 31, 1998, 3,000,000 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, 2,250,000 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, 9,750,000 shares of common stock $0.001
par value were  issued in  consideration  for the domain  asset and domain  name
RadioTower.com.

During the year ended December 31, 1999, 3,750,000 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.

During the year ended  December  31, 1999,  stock  subscriptions  for  2,850,000
shares of common stock were issued for cash of $19,000 pursuant to Regulation S.
These shares were issued during February 2000.

Also during 1999, stock  subscriptions for 1,650,000 shares of common stock were
issued in exchange  for payment of wages of $11,000  pursuant to  Regulation  S.
These shares were issued during February 2000.

In 2000, the Company  approved a 3:2 stock split of its common shares  effective
for  shareholders of record as of June 20, 2000. All share and per share amounts
have been retroactively restated to give effect to this split.

Note 5.  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

                                      -10-

                                                                              28
<PAGE>
                              RADIOTOWER.COM, INC.
                            FKA MAGNUM VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS



Columbia.  The Company  advanced  $5,000 to evaluate the  property's  potential.
Additional  funding was not advanced and the agreement  expired during 1998. The
investment  of $5,000 was  charged to  expense as a loss on  investment  for the
period ending December 31, 1998.

Note 6.  LOSS ON IMPAIRMENT OF ASSET

In 1999 a domain asset was purchased and  represented  the cost of a domain name
acquired  and was  amortized  using the  straight-line  method  over five years.
Amortization  of the  domain  asset  expensed  to  operations  from May 5,  1998
(inception) to December 31, 1999 was $10,833. During the year ended December 31,
2000, the Company  determined that the carrying value of the asset exceeded its'
fair  value  and,  accordingly,  a loss of  $54,167  has  been  recorded,  which
represents the excess of fair value over the carrying value.

Note 7.  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 2,250,000 shares.

During the years ended December 31, 2000 and 1999,  shareholders  of the Company
loaned to the Company  $132,755 and $64,975.  During the year ended December 31,
2000 the  Company  converted  these  advances  into  promissory  notes,  bearing
interest at 9% and due on June 30, 2001. The face value of the promissory  notes
includes accrued interest of $12,684.

Note 8.  INCOME TAXES

The Company  accounts for income taxes under  Statement of Financial  Accounting
Standards  No.  109,  "Accounting  for Income  Taxes"  ("SFAS No.  109"),  which
requires use of the  liability  method.  SFAS No. 109 provides that deferred tax
assets and  liabilities  are recorded based on the  differences  between the tax
bases 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.

The types of  temporary  differences  between  the tax basis of assets and their
financial  reporting  amounts  that give rise to a  significant  portion  of the
deferred tax asset are as follows:

                                      -11-

                                                                              29
<PAGE>
                              RADIOTOWER.COM, INC.
                            FKA MAGNUM VENTURES INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS


                                               Reconciling           Tax
                                                   Item             Effect
                                                   ----             ------

Net operating loss carryforward:                 $393,000          $134,000

The net operating  loss carry forward will expire through 2020. The deferred tax
asset has been fully reserved at December 31, 2000.

The provision for income taxes differs from the amount  computed by applying the
statutory  federal  income tax rate of 34% to income  before income taxes due to
the  effect of the net  operating  loss.  The net  operating  loss  negates  any
provision for income taxes.



                                      -12

                                                                              30
<PAGE>





ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

     None.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

     The directors and officers of the Company as of the date of this Report are
as follows:

     Name                      Age                         Position
     ----                      ---                         --------

Michael Levine                 51                   Chairman of the Board,
                                                    President, Secretary/
                                                    Treasurer

Alan Brown                     34                   Director

Paul Valkama                   36                   Director

Jeffrey Cocks                  38                   Director

Phillip Pearce                 72                   Director

Gary Slaight                   50                   Director

Harold Shipp                   74                   Director

Joseph Owens                   50                   Director

     Directors are elected for one-year  terms or until the next annual  meeting
of  shareholders  and until their  successors  are duly  elected and  qualified.
Officers of the Company are appointed by the Board of Directors and serve at the
pleasure of the Board, subject to any rights under employment agreements.

     There are no family  relationships among the officers and directors.  There
is no arrangement or understanding  between the Company (or any of its directors
or officers) and any other person  pursuant to which such person was or is to be
selected as a director or officer.

Resumes

     Michael Levine, President, Secretary/Treasurer and Chairman of the Board of
Directors  of the  Company,  assumed his officer  positions  with the Company in
October  2000 and his  position  as  Chairman  in May 2000.  In  addition to his
positions  with the Company,  since 1976,  Mr. Levine has also been President of
Golden

                                                                              31

<PAGE>



Groove Production,  Inc., Toronto, Canada, a privately held Canadian corporation
which is engaged in the collection of royalties and contract  administration for
record albums. Since April 1999, Mr. Levine has also been President and Chairman
of  Retailhighway.com,  Inc., a public reporting "shell" company. From June 1995
through  1999,  Mr. Levine was a partner in TRC Records,  Mississauga,  Ontario,
Canada,  where he negotiated  worldwide  distribution  contracts of pre-recorded
discs and coordinated the company's manufacturing process. Mr. Levine received a
OAC degree from Sir J.A.  MacDonald  Collegiate  in 1966.  He currently  devotes
approximately 60% of his time to the business of the Company.

     Paul Valkama,  director,  assumed his position as a director of the Company
in April 1999.  In addition to his position  with our Company,  Mr.  Valkama has
been the  President  of Soft Ad  Communications  Inc., a web site design firm in
Vancouver,  British  Columbia,  since 1996.  Mr.  Valkama  has been  envisioning
interactive solutions for over 12 years while working with a variety of clients.
He has created 13 web sites - nine for clients,  one for demonstration  (Soft Ad
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.  He
received  a  Bachelor  of  Arts  degree  in  Communications  from  Simon  Fraser
University in 1986 and a Diploma in Information Technology from Capilano College
in 1992. He devotes 100% of his time to the business of the Company.

     Alan Brown,  director,  became a director of the Company in April 1999. Mr.
Brown is a fifth level Certified General Accountant and belongs to the Certified
General Accountant's  Association of Canada.  During the past five years, he has
worked for Hazelwood Group, a Vancouver,  British Columbia construction company,
as a  controller  (May,  1995 to April,  1999) and for Purtzki  Carle  Thiesson,
Chartered Accountants, as a public accountant (November 1993 to April 1995). Mr.
Brown devotes approximately 10% of his time to the business of the Company.

     Jeffrey  Cocks,  director,  became a director of the  Company in  September
1999.  In addition to his  position  with our  Company,  Mr.  Cocks is 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.  From  September 1995 to October 2000, Mr. Cocks has worked for Madison
Enterprises  as a  financial  consultant.  Since that time,  Mr.  Cocks has been
employed by Catalyst Communications,  Inc., an Orlando, Florida financial public
relations firm. He

                                                                              32

<PAGE>



devotes approximately 20% of his time to the business of the Company.

     Phillip E. Pearce,  director, was appointed as a director of our Company in
May 2000.  In addition to his position  with the Company,  since 1988 Mr. Pearce
has been employed by Phil E. Pearce &  Associates,  Charlotte,  North  Carolina,
where he  provides  financial  and  investment  banking  consulting  services to
various public and private companies. Mr. Pearce currently sits as a director of
various publicly held companies,  including Starbase,  Inc., Xybernaut Corp. and
China Premium,  Inc.  During his career,  Mr. Pearce served as President of G.H.
Crawford & Co. and Executive Partner of R.S. Dickinson, Senior Vice President of
E.F. Hutton, among other investment banking firms. In 1968-1969,  Mr. Pearce was
Chairman of the NASD Board of Governors.  He also was a contributing  author and
editor of The Dow Jones Publication of the Stock Market Handbook and a member of
the advisory  counsel to the SEC on The Institute Study of Stock Markets and was
a member of the NYSE Board of Governors.  He devotes only such time as necessary
to the business of the Company.

     Harold G. Shipp,  director,  became a member of the Board in June 2000, and
is a career real estate  developer  who  currently  serves as Chairman and Chief
Executive Officer of Shipp Corporation  Limited,  which recently  celebrated its
77th year in  business.  Mr.  Shipp has served as  President of the Toronto Home
Builders and Canadian  Home  Builders  Associations,  Trustee of ULI (Urban Land
Institute),  U.S.A.  for 25 years,  and as a director of Ontario Jockey Club for
over 10 years.  He devotes only as much time as necessary to the business of the
Company.

     Gary Slaight,  director,  joined our Board in May 2000.  Mr. Slaight is the
President and Chief Executive  Officer of Standard Radio,  Inc., a subsidiary of
Standard  Broadcasting  Corporation  Limited.  Standard  Radio  is  the  largest
privately held radio group in Canada.  Standard Radio's network division,  Sound
Source, is Canada's premier creator and marketer of syndicated programming.  Mr.
Slaight is also on the Board of Directors of GlobalMedia.com  (GLMC: NASDAQ), an
Internet company focused on providing clients with private-label streaming media
players and e-commerce  storefronts.  Mr.  Slaight  devotes only as much time as
necessary to the business of the Company.

     Joseph T. Owens,  director,  assumed his position  with our Company in June
2000. In addition,  since February 1995, Mr. Owens has been President of Owens &
Associates,  Inc., San Mateo,  California, a privately held marketing consultant
firm which  developed  strategies  for  interactive  entertainment  and Internet
companies such as Sega,  Electronic Arts,  Crystal  Dynamics,  Yahoo and others.
From February 1994 through February 1995, Mr. Owens was Senior Vice President of
RCZ, a division of  Rogers/Cowan,  Inc., a public  relations firm located in New
York, New York, Los Angeles

                                                                              33

<PAGE>



and San Mateo, California,  where his principal activities were in marketing. He
is the author of "Welcome to the Jungle"  (Harper-  Collins,  1994), a marketing
handbook for the music  industry,  and is a frequent  speaker of interactive and
entertainment industry events and conferences.  Mr. Owens received a Bachelor of
Arts degree from York University in 1972. He devotes only such time as necessary
to the business of our Company.

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers,  directors  and person who own more than 10% of the  Company's  Common
Stock to file reports of ownership and changes in ownership  with the Securities
and  Exchange  Commission.  All of the  aforesaid  persons  are  required by SEC
regulation  to furnish the Company  with copies of all Section  16(a) forms they
file.  During the fiscal year ended December 31, 2000,  the Company  experienced
changes in management.  From a review of its available  information,  it appears
that all reports required to be filed have been filed in a timely manner.

ITEM 10.  EXECUTIVE COMPENSATION.

Remuneration

     The following table reflects all forms of compensation  for services to the
Company  for the  years  ended  December  31,  2000 and  1999 of the then  chief
executive  officer of the  Company,  as well as those  persons  who  received in
excess of $100,000 in annual  compensation from the Company during the aforesaid
time.

                           SUMMARY COMPENSATION TABLE

                                             Long Term Compensation
                                          ----------------------------

                     Annual Compensation           Awards       Payouts
                   ------------------------  ------------------ -------
                                   Securities
                                    Other               Under-             All
Name                                Annual  Restricted  lying             Other
and                                 Compen-    Stock   Options/   LTIP   Compen-
Principal          Salary   Bonus   sation    Award(s)   SARs   Payouts   sation
Position    Year     ($)     ($)      ($)       ($)      (#)      ($)      ($)
----------  ----  --------  -----  --------   -------  -------  -------   ------

Michael
Levine,(1)
Chairman,
President,
Secretary/
Treasurer  2000    none     none    none       none      none     none     none

Allan
Brown (1)
President &
Director   1999    none     none    none       none      none     none     none


                                                                              34

<PAGE>




(1)  Mr.  Brown  resigned as  President  of the Company in October  2000 and was
     replaced by Mr. Levine at that time.

     The Company  reimburses  officers and directors for out of pocket  expenses
incurred  by each of them in the  performance  of  their  relevant  duties.  The
Company did not reimburse  any officer or director for any such expenses  during
the fiscal year ended December 31, 2000.

     The  Company  has no stock  plan for  employees,  but may  adopt one in the
future.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The table below lists the  beneficial  ownership  of the  Company's  voting
securities  by each person  known by the Company to be the  beneficial  owner of
more than 5% of such securities, as well as by all directors and officers of the
issuer,  as of April 19, 2000.  Unless  otherwise  indicated,  the  shareholders
listed  possess  sole  voting and  investment  power with  respect to the shares
shown.

                 Name and              Amount and
                Address of             Nature of
Title of        Beneficial             Beneficial      Percent of
 Class           Owner                 Ownership         Class
 -----           -----                 ---------         -----

Common Stock    Michael Levine         2,612,200         11.23%
                25 Cavell Avenue
                Toronto, Ontario

Common Stock    Paul Valkama           1,681,900(1)       7.23%
                #18-4106 Albert Street
                Burnaby, B.C.
                     and
                Henry Valkama
                108-7361 Halifax Street
                Burnaby, B.C.,
                as joint tenants

Common Stock    Jeffrey Cocks          1,652,500          7.11%
                2142 Ottawa Avenue
                West Vancouver, B.C.

Common Stock    Alan Brown               900,000          3.87%
                2838 Neyland Road
                Nanaimo, B.C.

Common Stock    Joseph Owens             303,600          1.31%
                430 Peninsula Avenue
                San Mateo, California

                                                                              35

<PAGE>




                 Name and              Amount and
                Address of             Nature of
Title of        Beneficial             Beneficial      Percent of
 Class           Owner                 Ownership         Class
 -----           -----                 ---------         -----

Common Stock    Harold Shipp              75,000            *
                500 Comanche Road
                Mississaugua, Ontario

Common Stock    Gary Slaight              65,000            *
                112 Buckingham Avenue
                Toronto, Ontario

Common Stock    Phillip Pearce            50,000            *
                6624 Glenleaf Court
                Charlotte, NC

Common Stock    All Directors and      7,340,000         31.57%
                Executive Officers
                Officers as a group
                (9 persons)

-------------------------
*        Less than 1%

(1)  657,500  of these  shares  are held in joint  tenancy,of  which  66.67% are
     beneficially owned by Paul Valkama and 33.33% by Henry Valkama.

(2)  22,500 of these  shares are  registered  in the name of West Isle  Ventures
     Ltd., of which Jeffrey Cocks is the sole shareholder.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     In March  1999,  we  acquired  certain  assets,  including  the domain name
"Radiotower.com"  and the name  "RadioTower  Interactive,"  from  Paul and Henry
Valkama,  pursuant to a definitive Purchase  Agreement.  The assets included the
domain  name,  a  database  of  radio  stations  and a  website,  which  we have
completely redeveloped subsequent to the acquisition.  As full consideration for
the assets,  we issued an aggregate  6,500,000  shares of common stock valued at
$0.001 per share to Paul Valkama and Henry Valkama, as joint tenants.

     At December  31,  2000,  4  shareholders  had  advanced us an  aggregate of
$210,414,  including Larry McNabb, who loaned us an aggregate of $93,135 through
an entity which he controls, and $14,219 personally,  Michael Levine, one of our
officers and  directors,  who loaned us $11,808 and Paul Valkama,  who loaned us
$87,658 and Alan Brown,  who loaned us $3,594.  These loans bear  interest at 9%
and are due on June 30, 2001.


                                                                              36

<PAGE>



     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 us.

                                     PART IV

Item 13.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits
     --------

     2.1* Corporate Charter

     2.2* Articles of Incorporation

     2.3* Certificate of Amendment of Articles of Incorporation

     2.4* Bylaws

     6.1 Material Contracts - Purchase Agreement

* Filed with the  Securities  and  Exchange  Commission  in the Exhibits to Form
10-SB filed on November 10, 1999, and are incorporated by reference herein.

(b)  Reports on Form 8-K
     -------------------

     In the last fiscal  quarter of the fiscal year ended December 31, 2000, the
Company did not file any reports on Form 8-K.


                                                                              37

<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  the  Company  caused  this  report  to be  signed  on its  behalf  by the
undersigned, thereunto duly authorized, on April 19, 2001.

                                        RADIOTOWER.COM, INC.
                                        (Registrant)


                                        By:s/ Michael Levine
                                           -----------------------------------
                                           Michael Levine, President,
                                           Secretary and Treasurer


     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons  on  behalf  of the  registrant  and  in the  capacities
indicated on April 19, 2001.



                                        s/ Michael Levine
                                        --------------------------------------
                                        Michael Levine, Director


                                        s/ Alan Brown
                                        --------------------------------------
                                        Alan Brown, Director


                                        s/ Paul Valkama
                                        --------------------------------------
                                        Paul Valkama, Director


                                        s/ Jeffrey Cocks
                                        --------------------------------------
                                        Jeffrey Cocks, Director


                                        s/ Phillip Pearce
                                        --------------------------------------
                                        Phillip Pearce, Director


                                        s/ Gary Slaight
                                        --------------------------------------
                                        Gary Slaight, Director


                                        s/ Harold Shipp
                                        --------------------------------------
                                        Harold Shipp, Director


                                        s/ Joseph Owens
                                        -------------------------------------
                                        Joseph Owens, Director

                                                                              38