United states
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[x] Annual  report under section 13 0r 15(d) of the  securities  exchange act of
1934

For the fiscal year ended  December 31,1999
                          -----------------

[ ] transition  report under section 13 0r 15(d) of the securities  exchange act
of 1934

For the transition period from                        to
                               ----------------------
Commission file number


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


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


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

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


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

    Title of each class                Name of each exchange on which registered

           None                                                       N/A
--------------------------------      ------------------------------------------

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


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

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

Check if there is no 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. [ ]

State issuer's revenues for its most recent fiscal year.               $848.00

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 $15,655,000 as of March 29, 2000

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

                   Class                        Outstanding at December 31, 1999
                   -----                        --------------------------------

               Common Stock - $0.001 par value                      15,500,000

Documents incorporated by reference:        None

Transitional Small Business Disclosure Format (Check one): Yes [x]     No   [ ]



<PAGE>



                    INFORMATION REQUIRED IN ANNUAL REPORTS OF
                       TRANSITIONAL SMALL BUSINESS ISSUERS

                                     PART I

Item 6.  Description of Business.

(a)      Business Development

RadioTower.com, Inc. ("RadioTower") was incorporated under the laws of the State
of  Nevada on May 5,  1998  under  the  original  name  "Magnum  Ventures  Inc."
RadioTower changed its name on May 18, 1999 to "RadioTower.com, Inc."

Initially,  RadioTower was in the mining business and on June 4, 1998,  acquired
the right to  purchase  some  mineral  claims.  However,  this was the extent of
RadioTower's  operation as a mining  company and its  involvement  in the mining
industry.  RadioTower  did not do any  testing on or  developing  of the mineral
claims.  See Note #4 of the  December  31, 1999  financial  statements  for more
information. In March 1999, the board of directors decided to abandon its rights
to the mineral claims and not to make any further option payments,  resulting in
the termination of the option.  RadioTower ceased all mining industry activities
at this  time,  and the  board of  directors  decided  to enter  into the  radio
Internet business.

RadioTower  has not been  involved in any  bankruptcy,  receivership  or similar
proceedings. There has been no material reclassification,  merger, consolidation
or purchase or sale of a significant amount of assets not in the ordinary course
of  RadioTower's  business with the exception of the  acquisition  of the domain
asset of  Radiotower.com  from Paul  Valkama  and Henry  Valkama.  See "Item 11.
Interest of Management and Others in Certain Transactions".

Prior to the  acquisition  of the assets and  goodwill  of  RadioTower  from the
Valkama brothers,  RadioTower was doing business as a sole proprietorship  under
the name SoftAd Communications. They operated the radiotower.com site as a hobby
business  from which no revenues were  generated.  They also provided web design
work,  under contract,  for various small  businesses.  The first version of the
RadioTower site was launched in June 1996 and has been online since. New station
listings were constantly added as they became  available.  The site was marketed
online through various free channels. At this point, an advertising agent (Burst
Media) was contracted to solicit advertising on RadioTower's behalf. Version 3.0
of  RadioTower's  site also  involved  an  interface  change  along with  adding
database  backend.  An  agreement  with  Global  Media  Corp.  was  reached  and
RadioTower  launched the RadioTower  Store in September  1999. See Exhibit 6.2 -
Licensing  Agreement with Global for additional  information.  RadioTower put in
place  partnerships with Pronet  Enterprises Ltd. (see Exhibit #6.5) and Destiny
Media  Technologies  Inc. (see Exhibit #6.4) to begin development of the AudioAd
service.  Version 4.0 of the site, launched on December 20, 1999, included a new
interface  and operated on an in-house  Linux  Server.  RadioTower is constantly
adding new stations to the database with development of new features ongoing.

(b)      Business of RadioTower

RadioTower is an Internet company (www. radiotower.com). RadioTower is a pioneer
of Internet  audio,  being one of the first  companies  online with a live radio
directory  and audio  portal.  The  directory  is a free  television  guide-like
listing  of over  1,000  radio  stations  worldwide.  With  the use of  existing
technology,  such as  RealPlayer,  RadioTower  allows  listeners  to link to and
listen to these radio stations.

For each listing,  RadioTower supplies a direct audio link, whereby the user can
listen to the radio station directly from  RadioTower's  site, and a link to the
station's own website.  RadioTower  also lists the station's name, call letters,
category and location, and provides a brief description of the radio station.

Site users  must have a  multi-media  computer  with free  downloadable  copy of
RealPlayer  installed.  Audio quality  depends on speed of Internet  connection,
computer  speed and quality of a particular  station's  host  server.  Users can
search for a station  by name,  country,  category  or  keyword  search.  Once a
station is  located,  the user  simply  clicks on the play  button  beside  each
station to listen.  The user is free to  continue to browse  RadioTower's  site,
surf other  websites  and work at home or in the office  while  listening to the
radio  station.  New stations  are  constantly  being added to the  RadioTower's
database.


<PAGE>


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

Principal Products or Services and their Markets
------------------------------------------------

RadioTower  is a free online  directory of Internet  audio sites.  The directory
currently provides information and easy access to over 1,000 radio stations from
around  the world.  RadioTower  has built a steady  user base of 20,000  monthly
listeners with no marketing  budget and receives  100,000 page views a month due
to: Positive  word-of-mouth,  high listings on all major search  engines,  links
from 100's of other sites to  RadioTower's  website,  favourable  reviews  (L.A.
Times,  HotWired,  Vancouver Sun etc.) and numerous awards (Yahoo Picks, Windows
Magazine Site of the Day etc.).

According to the latest statistics from Burst Media,  RadioTower's banner and ad
placement  agency,  RadioTower's  current  average  ad views is 5,800 per day or
174,000 per month.  According to RadioTower's ISP server statistics  provided by
Eline  Technologies  Inc.,  RadioTower's  website  has an  average  of 645  site
visitors per day or 20,000 visitors per month.

Search  engines such as Yahoo and Altavista  are the #1 way that Internet  users
find web sites.  A high  listing on these  search  engines (on the first page of
results) is a very important marketing tool. According to Positionagent.com, and
actually using the search engines,  RadioTower appears at or near the top of the
search listings for keywords relevant to RadioTower such as "Internet Radio" and
"Radio Stations".

Link  popularity  is the total  number of web  sites  that link to  RadioTower's
website.  Good link popularity can dramatically increase traffic to RadioTower's
website.  According to linkpopularity.com  there are 929 websites that currently
have links to RadioTower.

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

A user must have a  multi-media  computer  and a free  downloadable  copy of the
RealPlayer installed.  Audio quality depends on speed of Internet connection and
computer and quality of a particular  station's  host server.  A 28k modem and a
486 computer will provide acceptable results.

RadioTower  did not have any revenues  generated  from its  business  operations
during its last two fiscal years. RadioTower is in the early stages of operation
and  just  beginning  to  generate  business  revenues.  Since  June  30,  1999,
RadioTower has generated revenues from the sale of advertising.

Revenue is derived from the sale of onsite advertising and affiliated  ecommerce
programs.  RadioTower  has an affiliate  e-commerce  agreement with Global Media
Inc. See Exhibit 6.2 - Licensing Agreement with Global. Global Media supplies an
e-commerce  store that sells CD's,  videos and books and takes care of all order
fulfilment. The store is branded as RadioTower. For any visitors to RadioTower's
site who visit the e-commerce store and purchase products,  RadioTower will earn
40-60% of the net profit on each sale. The store is open for business, but needs
to be effectively promoted to build customer awareness and trust.

Our advertisers have included Rolling Stone Magazine and Gillette.  RadioTower's
ecommerce affiliates have included:  Music Previews, Audio Book Club, Beyond.com
(software), IQ (audio software) and Wall Street Journal. Currently, RadioTower's
ecommerce affiliates include only Global Media Corp. See Exhibit 6.2 - Licensing
Agreement  with Global  Media.  Specific  RadioTower  Web pages will be targeted
towards  particular  audiences.  Users  can  browse  the  site  by 20  different
categories  such as Rock,  Classical,  Sports or  Business.  Users who  select a
certain  category  can be  targeted  on the main  page for  that  category.  For
example, visitors to RadioTower's Rock pages will see advertisements and be able
to click directly to the Rock section of RadioTower's e-commerce store.


<PAGE>


The target for RadioTower's  products 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 $13.6  billion/year radio business
by  tapping  into this  marketing  source.  It is  management's  belief  that by
providing  individual  listeners  with what they want in a radio  station's  web
site, such as information and shopping,  radio stations will attract  listeners,
which in turn will attract advertisers.

According to  Arbitron/Edison  Research Study II from July 1998 to January 1999,
Americans who listened to Internet radio spent approximately 1.5 hours listening
to the radio online and online radio listeners increased by 6% to 13%. According
to a BRS Media report dated  December 7, 1999,  there were 2,934 radio  stations
that made there  programming  available  over the Internet  with  another  5,932
stations that had a web site but did not webcast.

Listeners can bookmark  their  favourite  radio  station's web sites and may not
need to return to RadioTower once having done so. However,  users will initially
find RadioTower of service in finding these stations. Also, RadioTower will soon
offer a  My-Audio  feature  whereby  site  users  can make as many of their  own
presets as they want.  This  customisation  feature will impact on  RadioTower's
plan to attract  advertisers and revenues from operations by increasing customer
loyalty and page view with a corresponding increase in revenue.

Distribution Methods
--------------------

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

RadioTower does sell products on-line through its e-commerce  store.  RadioTower
has an affiliate  e-commerce agreement with Global Media Corp. See Exhibit 6.2 -
Licensing Agreement with Global.  Global Media supplies an e-commerce store that
sells CD's, videos, books and magazines, and takes care of all order fulfilment.
The store is branded as RadioTower.  For any visitors to  RadioTower's  site who
visit the e-commerce store and purchase products, RadioTower will earn 40-60% of
the net profit on each sale. RadioTower will receive a referral fee of 40-60% of
net sales that result from a referral to Global  Media based on a sliding  scale
beginning at 40% for sales of less than $5,000 up to 60% of sales over  $25,000.
The store is open for business,  but needs to be  effectively  promoted to build
customer awareness and trust.

Global Media can ship RadioTower's  items anywhere in the world via RadioTower's
network of shipping  companies.  These  companies  include  DHL,  UPS, and USPS.
Shipping  charges will depend the type of item being shipped,  where the item is
being  shipped and the priority of the order.  When the order is placed,  Global
Media  examines the  shipping  order and offers the  customer  several  shipping
options according to the shipping  address.  Each region has different costs and
options  such as  Standard  Shipping  USPS,  Second  and Next  Day Air UPS,  and
International Priority DHL.

Status of Publicly Announced New Product or Service
---------------------------------------------------

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

         o        highly  targeted rich media ads (audio  banners) that increase
                  the value of our partners' content.
         o        customizable one-click access to an array of preselected audio
                  reports  and audio  updates on  specific  topics,  such as NFL
                  reports or OTC-BB reports.
         o        information  about  the song  and  artist  which is  currently
                  playing, relevant links and one-click album purchase.
         o        Internet audio hosting services

Expenditures on Research and Development During the Last Two Fiscal Years
-------------------------------------------------------------------------

$34,000 has have been spent on research  and  development  activities  since the
date of RadioTower's  incorporation.  None of these costs were borne directly by
the customers of RadioTower.


<PAGE>


Number of Total Employees and Number of Full Time Employees
-----------------------------------------------------------

RadioTower has four employees,  all of which are fulltime employees.  RadioTower
is in the process of hiring  programmers and designers on a consultant basis and
will continue to do so as the need arises.

Requirement for Government Approval of Principal Products or Services
---------------------------------------------------------------------

Currently,  there is no requirement  for  RadioTower to obtain any  governmental
approval on any of its products or services.

Effect of Existing or Probable Governmental Regulations on RadioTower's Business
--------------------------------------------------------------------------------

RadioTower is a portal, distribution of radio. There are no existing or probable
government regulations on RadioTower's  business.  However, there are unforeseen
uncertainties  in the future of the Internet  radio and audio.  As a result of a
lack of regulation,  the music industry has a problem with pirating (copying) of
music with the MP3 comparison  technologies  available over the Internet. As MP3
has no  copyright  protection  built in,  Internet  users can  technically  copy
material and  distribute it without paying  royalties.  Although  illegal,  this
bypasses the music industry and threatens  their revenue  stream.  However,  the
technology  used by RadioTower  does not allow for  unauthorized  copying.  If a
format does appear which  satisfies  both the music  industry and the consumers,
downloadable  music can become a vital method of  distribution  and have a major
impact.  While the effect of MP3 is sorted out, the use of streaming  audio will
continue to grow,  unencumbered by the objections of the music industry. Once an
agreed upon  standard  appears for  downloadable  audio,  RadioTower  can easily
migrate into this market.

Sources, Raw Materials and Principal Suppliers
----------------------------------------------

The RadioTower site is developed and maintained by RadioTower personnel and then
delivered, via Internet, to Vancouver-based Eline Technologies Inc. for serving.
See Exhibit 6.6 - Contract with Eline  Technologies  Inc. for more  information.
This site can serve over 200,000 customers per hour.  Station data is researched
on the Internet,  then added to the database on a monthly basis.  As a courtesy,
RadioTower  notifies each radio station of its inclusion and asks if any changes
are required.  To date,  only one station has requested  removal.  Many stations
also contact  RadioTower  to request a listing or to  compliment  management  on
RadioTower's service.

Dependence on One or a Few Major Customers
------------------------------------------

RadioTower  does not have any  major  customers  that it  depends  on.  However,
RadioTower's  advertising  revenue depends on the selling of ad inventory by its
advertising agent, Burst Media, and RadioTower's main e-commerce revenue depends
on order taking and fulfilment by Global Media.

Patents/Trade Marks/Licences/Franchises/Concessions/Royalty Agreements or Labour
Contracts
---------

RadioTower  currently does not own any patents or trade marks and is not a party
to any licence or  franchise  agreements,  concessions,  royalty  agreements  or
labour contracts.

The Internet site is copyrighted upon uploading.  radiotower.com is a registered
domain  name of  RadioTower.  RadioTower  will  seek  trademark  protection  for
RadioTower as it refers to an internet service and further trademark  protection
for the slogans "The Internet Radio Receiver",  which RadioTower has used online
since June of 1996,  and for  "Transmitting  YOUR message to the world!",  which
RadioTower has used since June of 1997.

Plan of Operation
-----------------

RadioTower  did not have any revenues  generated  from its  business  operations
during its last two fiscal years. RadioTower is in the early stages of operation
and just beginning to generate business revenues.  Revenue  generating  programs
include:
                  o  Advertising  - Burst  Media  currently  acts as an agent to
                  place  ads  on the  RadioTower  site;

                  o RadioTower Store - currently  operating,  it allows visitors
                  to make online purchases of CD's, videos, DVD's and books; and

                  o AudioAds - beta site available,  full launch set of February
                  2000 and provides turn-key solution for business' to put audio
                  on  their  web  site.  The  final  stage  of beta  testing  is
                  currently under way.


<PAGE>


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

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

RadioTower  will  attempt to generate  more revenue by (i)  acquiring  exclusive
rights to radio  personalities  and content,  and (ii)  expanding its e-commerce
store.  RadioTower  will pursue  exclusive  arrangements  with radio stations to
rebroadcast  their content.  RadioTower will endeavour to make arrangements with
various radio  personalities  and shows and recording artists to broadcast their
material  on the  RadioTower  site.  This will create  exposure  for the content
provider and a marketing  opportunity  for  RadioTower  to drive  traffic to the
site.

The RadioTower  Store will be redesigned to integrate  better with  RadioTower's
new site, offering a better shopping  experience.  The store is currently up and
running and fully  operational.  It will be  expanded by adding new  products as
they become  available  and  providing  multiple  links  throughout  the site to
specific store pages. For example, listeners to rock stations will be encouraged
to visit the rock section of the store and will have links to rock content areas
of the store.

In order to increase site traffic, RadioTower will launch an extensive sales and
marketing campaign to promote its website.  The campaign will include banner and
audio  advertising  on the Internet,  print ads in relevant print media and spot
ads on radio stations.  RadioTower will  participate in trade shows that have an
Internet, technology and/or radio focus.

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

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

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


<PAGE>


Item 7.  Description of Property.

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

As discussed in Item 1(a),  RadioTower abandoned all of its interests in mineral
claims in March  1999,  and no longer has any right,  title or  interest  in any
mineral claim.

RadioTower  operates from its principal  executive  offices at 322 - 425 Carrall
Street, Vancouver,  British Columbia, Canada. RadioTower has leased this premise
for one  year  renewable  on a month  to  month  basis.  In the  opinion  of the
management  of  RadioTower,  this office space will meet the needs of RadioTower
for the foreseeable future. See Note #6 of the audited financial  statements for
December 31, 1999 for more details.


Item 8.  Directors, Executive Officers and Significant Employees

(a)      Identify Directors and Executive Officers

Mr. Alan Brown and Mr. Paul Valkama  have been  directors  of  RadioTower  since
April 23, 1999. Mr. Jeff Cocks has been a director of RadioTower since September
15, 1999.  Each director  holds office until (i) the next annual  meeting of the
stockholders,  (ii) his successor has been elected and  qualified,  or (iii) the
director resigns.

Mr. Brown has also been the  president,  secretary  and  treasurer of RadioTower
since August 9, 1999.

Alan  Brown - Mr.  Brown  (33  years  old) is a fifth  level  Certified  General
Accountant  and belongs to the Certified  General  Accountant's  Association  of
Canada.  Mr. Brown is  knowledgeable  in all aspects of corporate  finance.  Mr.
Brown attended Malaspina  University  College. In the past five years, Mr. Brown
has worked for  Hazelwood  Group as a controller  (May-95 to  April-99)  and for
Purtzki  Carle   Thiesson,   Chartered   Accountants  as  a  public   accountant
(November-93 to April-95).

Paul Valkama - Mr. Valkama (35) has been envisioning  interactive  solutions for
over 12 years while working with a variety of clients. Mr. Valkama has created a
13 web sites - nine for clients, one for demonstration  (SoftAd  Communications)
and three versions of  RadioTower's  site. For each client site, Mr. Valkama was
responsible for consulting with the client and designing/developing the site and
marketing  them on the  Internet.  These  sites were  promotional  sites for the
following  clients:  Mountain Shadow Pub,  Design  Sportswear  Ltd.,  Smart-Text
Solutions  Inc.,  Sundance  Trampolines,  Donovan  Sales,  777 Online,  Trimseal
Plastics, Reef RV Rentals, and Pacific Coach Lines. Mr. Valkama also has a broad
range understanding of all aspects of the Internet,  including design, graphics,
scripting, serving, testing and marketing. Mr. Valkama has been the President of
SoftAd  Communications  Inc.,  a web  site  design  firm in  Vancouver,  British
Columbia, since 1996. His educational background includes a BA in Communications
from Simon  Fraser  University  and a Diploma  in  Information  Technology  from
Capilano  College,  both  located  in  British  Columbia.  From 1994 to 1996 Mr.
Valkama worked as an independent  owner-operator in the courier industry,  under
contract to Loomis Rush Messengers.

Jeff  Cocks - Mr.  Cocks  (37) has an  extensive  financial  and  administrative
background.  He presently serves as a private financial  consultant for a number
of  publicly  traded  companies  and  serves as a director  for two CDNX  listed
companies - Maracote  International  Resources Ltd. and Oromin Explorations Ltd.
Mr. Cocks  completed  the Canadian  Securities  Course in 1985. In the last five
years, Mr. Cocks has worked for Madison Enterprises as a financial consultant.

(b)      Identify Significant Employees

RadioTower  has four  significant  employees,  Alan Brown,  Paul Valkama,  Henry
Valkama, and Emanuel Hajek, all of which are full time employees.


<PAGE>


Henry Valkama - Mr. Valkama (38) received his degree in Business  Administration
from Simon Fraser University in 1986. Mr. Valkama has an extensive background in
computers and the Internet.  Mr. Valkama began working for RadioTower  full time
as of January 1998,  primarily  focusing on marketing  and product  development.
Previous to that, Mr. Valkama worked as an independent small business consultant
in marketing,  promotion and sales with numerous  firms such as Komodo  Electric
Ltd., Blue Steel Ltd., and Accidentally Bent Collision Repairs Ltd.

Emanuel Hajek - Mr. Hajek (30) began working at RadioTower in September  1999 as
Vice  President of Corporate  Development.  In the previous five years he worked
extensively  in the  film and  music  industry.  Mr.  Hajek  served  as the Vice
President of Corporate  Affairs for Adam Records  (March 1995 to February  1997)
and for International  Entertainment Group ("IEG") (March 1997 to June 1999). He
also served as producer and production  manager of two  independent  short films
for IEG. In 1987, Mr Hajek attended Capilano College for the first year of a two
year marketing program.

(c)      Family Relationships

With the exception of Paul Valkama and Henry  Valkama,  who are brothers,  there
are no family  relationships among the directors,  executive  officers,  persons
nominated or chosen by RadioTower to become directors or executive officers,  or
any significant employees.

(d)      Involvement in Certain Legal Proceedings


         (1)      No  bankruptcy  or  insolvency  petition  has been filed by or
                  against a director,  a person  nominated to become a director,
                  or an executive officer of RadioTower,  or a receiver,  fiscal
                  agent or  similar  officer  was  appointed  by a court for the
                  business  property of such person, or any partnership in which
                  he was general  partner at or within two years before the time
                  of such filing, or any corporation or business  association of
                  which he was an  executive  officer  at or  within  two  years
                  before the time of such filing.

         (2)      No  director,  person  nominated  to  become  a  director,  or
                  executive  officer  of  RadioTower  has  been  convicted  in a
                  criminal  proceeding and is not subject to a pending  criminal
                  proceeding  (excluding  traffic  violations  and  other  minor
                  offences).

Item 9.           Remuneration of Directors and Officers.

RadioTower paid an aggregate  CDN$27,000 and accrued an aggregate $20,000 to its
named executive officers during its 1999 fiscal year.


<TABLE>
<CAPTION>

================================================================================
<S>                     <C>                          <C>
Name of Individual          Capacities in which           Aggregate remuneration
or identity of group      remuneration was received
================================================================================
   Alan Brown               Director and President              $20,000
================================================================================
   Paul Valkama                    Employee                     $27,000
================================================================================
    Jeff Cocks                     Director                      $5,000
================================================================================

</TABLE>

Currently, there are no arrangements between RadioTower and any of its directors
whereby such directors are  compensated  for any services  provided as directors
other than the oral  arrangement  between  RadioTower and each of Alan Brown and
Jeff Cocks.  In  September  1999,  RadioTower  agreed to pay Mr. Brown a monthly
salary of $4,000 and to pay Mr. Cocks a monthly salary of $1,000 for acting as a
director of the Company. The parties agreed that the salaries would accrue at no
interest and be payable in the future when the funds are available.  There is no
term to these  agreements as they were oral  agreements and can be terminated at
any time.  As of the end of February  2000,  Mr.  Brown has accrued an aggregate
$28,000,  of which  $6,000 has been paid by the  issuance  of 600,000  shares at
$0.01 per share. As for Mr. Cocks, he has accrued an aggregate  $7,000, of which
$5,000 has been paid by the issuance of 500,000  shares at $0.01 per share.  See
Note #3 and Note #5 of the audited  financial  statements  for December 31, 1999
for more details.

In April 1999,  RadioTower agreed with each of Paul Valkama and Henry Valkama to
retain them as employees and to pay each of them  CDN$3,000 per month.  There is
no term to these  agreements as they were oral  agreements and can be terminated
at any time.


<PAGE>


Except for the oral  agreements  with each of Paul  Valkama  and Henry  Valkama,
there  are no other  employment  agreements  between  RadioTower  and any  named
executive officer, and there are no employment  agreements or other compensating
plans or arrangements  with regard to any named executive  officer which provide
for  specific  compensation  in the  event  of  resignation,  retirement,  other
termination  of  employment  or from a change of control of RadioTower or from a
change in a named  executive  officer's  responsibilities  following a change in
control.


Item 10. Security Ownership of Management and Certain Securityholders.


<TABLE>
<CAPTION>

================================================================================
   (1)                   (2)                       (3)                  (4)
<S>           <C>                         <C>                    <C>
Title of Class   Name and Address of Owner   Amount and Nature of     Percent
                                             Beneficial Ownership   of Class [4]
================================================================================
Common Stock            Alan Brown                 600,000                  3.2%
                     2838 Neyland Road
                        Nanaimo, B.C.
================================================================================
Common Stock            Paul Valkama             6,500,000 [1]               42%
================================================================================
Common Stock            Jeff Cocks                 515,000 [3]              3.3%
================================================================================
Common Stock            Directors and Executive   7,515,000                48.5%
                        Officers (as a group)
================================================================================
</TABLE>

[1] These  shares are  beneficially  owned  66.67% by Paul Valkama and 33.33% by
Henry Valkama.
[3] 15,000 of these  shares  are  registered  in the name of West Isle  Ventures
Ltd., of which Jeff Cocks is the sole shareholder.
[4] Based on  15,500,000  shares of common  stock issued and  outstanding  as of
February 29, 2000.

Non-Voting Securities
---------------------

RadioTower has not issued any of its non-voting securities.

Options, Warrants and Rights
----------------------------

Since RadioTower's  incorporation,  no stock options, stock appreciation rights,
or long-term incentive plans have been granted, exercised or repriced.


Item 11. Interest of Management and Others in Certain Transactions.

(a)      Relationships with Insiders

One material transaction undertaken by RadioTower since its incorporation is its
acquisition  of the domain asset of  Radiotower.com  from Paul Valkama and Henry
Valkama  pursuant to a Purchase  Agreement  among  RadioTower,  Paul Valkama and
Henry Valkama dated March 12, 1999. The domain asset included the domain name, a
database  of radio  stations  and a website,  which  RadioTower  has  completely
redeveloped since the acquisition.  As full  consideration for the domain asset,
RadioTower  issued an aggregate  6,500,000  shares of common stock at $0.001 per
share to Paul Valkama and Henry  Valkama,  as joint  tenants.  See Exhibit 6.1 -
Purchase Agreement for more details.

Another material  transaction  between RadioTower and its insiders involved cash
advances made to RadioTower.  In December 1998, two shareholders lent RadioTower
$64,975.  The loan was  evidenced  by a  non-interest  bearing  promissory  note
payable on December 31, 2000.  See Note #5 of the audited  financial  statements
for December 31, 1999 for more information.


<PAGE>


Also, in December  1998,  B-Mac Trading Inc.,  Barry  Clemiss,  Thomas  Gardner,
Leslie Rutledge and Sharon Ivancoe  advanced an aggregate  $15,000 to RadioTower
to pay  management  fees, a legal  retainer and to reduce a payable to a related
party.  RadioTower repaid the advances in full by issuing an aggregate 1,500,000
shares to the  lenders  at $0.01 per share.  See Notes #3 and #5 of the  audited
financial statements for December 31, 1999 for more information.

Except  as  stated  above or as  stated  elsewhere,  no  member  of  management,
executive  officer or security holder had any direct or indirect interest in any
other transaction with RadioTower.

(b)      Transactions with Promoters

Alan Brown and Jeff Cocks are the promoters of  RadioTower.  The promoters  have
provided and continue to provide services for the organization of RadioTower and
for the  development  of  RadioTower's  website.  To date,  there  have  been no
transactions with either promoter.


                                     PART II

Item 1. Market Price of Dividends on the  Registrant's  Common  Equity and Other
Shareholder Matters.

(a)      Market Information

RadioTower's common stock is quoted on the pink sheets under the symbol "RTOW".

<TABLE>
<CAPTION>

================================================================================
<S>                           <C>                 <C>               <C>
     Quarter Period               High Bid           Low Bid              Source
================================================================================
 July - September 1998              $0.01                $0.01       Quicken.com
================================================================================
 October - December 1998            $0.01                $0.01       Quicken.com
================================================================================
 January - March 1999 [1]           $0.01                $0.01       Quicken.com
================================================================================
    April - June 1999               $4.38                $0.02       Quicken.com
================================================================================
 July - September 1999              $1.75                $0.375      Quicken.com
================================================================================
 October - December 1999            $0.27                $0.02       Quicken.com
================================================================================
 January - February 2000            $1.84                $0.17    Stockwatch.com
================================================================================
</TABLE>

[1]      Any stock prices  reflected prior to March 12, 1999 are those of Magnum
         Ventures  Inc.  and  are not  representative  of the  current  business
         activities reflected throughout this Form 10-KSB.

Quotations for RadioTower's common shares reflect inter-dealer  prices,  without
retail markup, markdown or commission and may not represent actual transactions.

(b)      Holders

RadioTower has approximately 12 holders of record of common stock as of February
29, 2000.

(c)      Dividends

No dividends have been declared on RadioTower's common stock.

Except for the lack of funds,  there are no restrictions  that limit the ability
of RadioTower to pay dividends on RadioTower's common stock.

Item 2.  Legal Proceedings.

RadioTower is not a party to any pending legal  proceedings,  and to the best of
RadioTower's  knowledge,  none of  RadioTower's  assets  are the  subject of any
pending legal proceedings.


<PAGE>


Item 3.  Changes In and Disagreements With Accountants.

RadioTower's principal independent accountant,  Stark Tinter & Associates,  LLC,
has not  changed  since  the  date  of  incorporation  and  there  have  been no
disagreements with RadioTower's principal independent accountant.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of security holders,  through the solicitation
of proxies or otherwise, during the fourth quarter of the fiscal year covered by
this report.

Item 5. Compliance with Section 16(a) of the Exchange Act.

Each of Alan Brown,  Jeff Cocks,  Paul  Valkama and Henry  Valkama  were late in
filing their Form 3 - Initial Statement of Beneficial Ownership and their Form 5
- Annual  Statement of Changes in Beneficial  Ownership.  These forms were filed
with the SEC on March 8, 2000. Each person had only one transaction that was not
reported  on a  timely  basis,  with  the  exception  of Mr.  Cocks  who had two
transaction that were not reported on a timely basis. RadioTower is not aware of
any failures to file a required Form.

Item 6.  Reports on Form 8-K.

There were no reports on Form 8-K filed by the Company  during the quarter ended
December 31, 1999.


<PAGE>


                                    Part F/S


                               RadioTower.com Inc.
                            fka Magnum Ventures Inc.
                          (A Development Stage Company)
                          As of and for the year ended
                               December 31, 1999,
                       the period May 5, 1998 (inception)
                            to December 31, 1998 and
                       the period May 5, 1998 (inception)
                              to December 31, 1999



                                Table of Contents



         Report of Independent Auditors

         Balance Sheet

         Statements of Operations

         Statement of Changes in Stockholders' Equity

         Statements of Cash Flows

         Notes to Financial Statements


<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


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

We have  audited  the  accompanying  balance  sheet of  RadioTower.com,  Inc. (a
development stage company) fka Magnum Ventures Inc. as of December 31, 1999, and
the related statements of operations,  changes in stockholders' equity, and cash
flows  for the year  ended  December  31,  1999,  the  period  from May 5,  1998
(inception) to December 31, 1998 and the period from May 5, 1998  (inception) to
December 31, 1999.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting   principles  used  and   significant   estimates  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  RadioTower.com,  Inc. (a
development stage company) fka Magnum Ventures Inc. as of December 31, 1999, and
the results of its  operations,  and its cash flows for the year ended  December
31, 1999,  the period from May 5, 1998  (inception) to December 31, 1998 and the
period from May 5, 1998  (inception)  to December 31, 1999, in  conformity  with
generally accepted accounting principles.



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



<PAGE>




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

<TABLE>
<CAPTION>

                                      ASSETS
<S>                                              <C>
Current assets:
  Cash                                              $        1,762

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

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


                       LIABILITIES AND STOCKHOLDERS' EQUITY

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

Other liabilities:
  Loans payable - stockholders                             64,975

Commitments and contingencies

Stockholders' equity:
  Preferred stock, $0.01 par value,
     1,000,000 shares authorized, none outstanding                             -
  Common stock, $0.001 par value,
     50,000,000 shares authorized,
    12,500,000 shares issued                               12,500
  Additional paid in capital                              110,618
  Common stock subscriptions                               30,000
  Deficit accumulated during the
     development stage                                   (187,107)
  Accumulated other comprehensive income:
    Cumulative translation adjustment                        (267)
                                                   ---------------------
                                                          (34,256)
                                                   ---------------------

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

</TABLE>


<PAGE>

<TABLE>
<CAPTION>



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

                                                                                 For the Period             For the Period
                                                                                   May 5, 1998               May 5, 1998
                                                   For the Year Ended            (inception) to             (inception) to
                                                    December 31, 1999           December 31, 1998         December 31, 1999
                                               ----------------------------  ------------------------  -------------------------

<S>                                                                   <C>                         <C>                      <C>
Revenue                                                               $848                        $-                       $848

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

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

Other income (expense)
  Interest expense                                                   (327)                         -                      (327)
  Other expense                                                    (1,347)                         -                    (1,347)
                                               ----------------------------  ------------------------  -------------------------

Net (loss)                                                       (156,042)                  (31,065)                  (187,107)

Other comprehensive income:
  Foreign currency translation adjustment                            (267)                         -                      (267)

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

Per share information:

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

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


</TABLE>



<PAGE>

<TABLE>
<CAPTION>



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

                                                                                               Deficit
                                                                               Common         Accumulated      Cumulative
                                        Common Stock         Additional        Stock           During the     Translation
                                     Shares       Amount   Paid in Capital Subscriptions   Development Stage   Adjustment      Total
                                  --------------------------------------------------------------------------------------------------
<S>                               <C>             <C>            <C>            <C>            <C>                 <C>
Issuance of stock for
  cash at $0.01 per share
  (net of issuance costs)             2,000,000     $2,000         $16,118       $      -          $      -      $     -   $  18,118

Issuance of stock for
  repayment of advances
  at $0.01 per share                  1,500,000      1,500          13,500              -                 -            -      15,000

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

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

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

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

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

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

Foreign currency translation
  adjustment                                  -          -               -              -                  -         (267)     (267)

Net (loss) for the year                       -          -               -              -          (156,042)            -  (156,042)
                                  --------------------------------------------------------------------------------------------------

Balance at December 31, 1999         12,500,000    $12,500        $110,618        $30,000         $(187,107)        $(267) $(34,256)
                                  ==================================================================================================

</TABLE>



<PAGE>






<TABLE>
<CAPTION>



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

                                                                                  May 5, 1998            May 5, 1998
                                                        For the Year Ended      (inception) to          (inception) to
                                                        December 31, 1999      December 31, 1998      December 31, 1999
<S>                                                     <C>                    <C>                       <C>
Cash flows from operating activities:
Net (loss)                                                   $    (156,042)         $     (31,065)         $    (187,107)
Adjustments to reconcile net (loss) to net
  cash used in operating activities:
  Amortization                                                       11,536                    109                 11,645
  Increase in accounts payable and accrued liabilities               35,850                  4,439                 40,289
  Loss on investment                                                      -                  5,000                  5,000
  Cumulative translation adjustment                                   (267)                      -                  (267)
Net cash (used in) operating activities                           (108,923)               (21,517)              (130,440)
                                                       --------------------- ----------------------  ---------------------

Cash flows from investing activities:
  Purchase of fixed assets                                          (4,079)                      -                (4,079)
  Organization costs                                                      -                  (812)                  (812)
  Investment in mineral claims                                            -                (5,000)                (5,000)
Net cash (used in) investing activities                             (4,079)                (5,812)                (9,891)
                                                       --------------------- ----------------------  ---------------------

Cash flows from financing activities:
  Proceeds from loans payable - shareholders                         64,975                      -                 64,975
  Proceeds from related party advances                                    -                 15,000                 15,000
  Proceeds from stock sales, net of issuance costs                   25,000                 18,118                 43,118
  Proceeds from stock subscriptions                                  19,000                      -                 19,000
Net cash provided by financing activities                           108,975                 33,118                142,093
                                                       --------------------- ----------------------  ---------------------

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

Beginning cash                                                        5,789                      -                      -

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

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


</TABLE>


<PAGE>


Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

Estimates

The  preparation  of the  Company's  financial  statements  in  conformity  with
generally accepted accounting  principles  requires the Company's  management to
make  estimates  and  assumptions  that  affect the  amounts  reported  in these
financial  statements and accompanying  notes.  Actual results could differ from
those estimates.

Cash and Cash Equivalents

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

Financial Instruments

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

Property and Equipment

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

Research and Development Costs

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

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.  The balance sheet is translated into U.S.  dollars at the exchange
rates  prevailing at the balance sheet date and the statement of operations  and
cash flows at the average rates for the relevant  periods.  The Company does not
use  foreign  exchange  contracts,  interest  rate swaps,  or option  contracts.
Translation  gains and losses are not included in operations but are accumulated
in a separate component of shareholders'  equity.  Foreign currency  transaction
gains and losses,  which for the year ended December 31, 1999 and the period May
5, 1998  (inception)  to December 31, 1999 were nil, are included in the results
of operations.

Intangibles

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


<PAGE>


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.  Product  development costs,
preliminary  project  and past  implementation  product  costs are  expensed  as
incurred.

Net loss per common share

The  Company  follows  Statement  of  Financial  Accounting  Standards  No. 128,
"Earnings Per Share" ("SFAS No. 128").  Basic  earnings per common share ("EPS")
calculations  are  determined  by dividing  net income by the  weighted  average
number of shares of common stock outstanding  during the year.  Diluted earnings
per common  share  calculations  are  determined  by dividing  net income by the
weighted  average number of common shares and dilutive common share  equivalents
outstanding.

Comprehensive income

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

Impairment of long-lived assets

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

Revenue Recognition

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

Advertising Costs

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

Segment Information

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


<PAGE>


Recent Pronouncements

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

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

Note 2.  DOMAIN ASSET

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

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

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

Note 3.  STOCKHOLDERS' EQUITY

During the period May 5, 1998 (inception) to December 31, 1998, 2,000,000 shares
of common  stock $0.001 par value were issued to various  investors  for cash of
$20,000 in a private  placement  pursuant to  Regulation  D, Rule 504.  Issuance
costs were $1,882.

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

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

During  1999,  2,500,000  shares of common stock $0.001 par value were issued to
various  investors  for cash of  $25,000  in a  private  placement  pursuant  to
Regulation D, Rule 504.

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

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

Note 4.  LOSS ON INVESTMENT IN MINERAL PROPERTY

The Company  entered into an Option to Purchase  agreement  on June 4, 1998,  to
acquire  the  rights to mineral  property  claims  located  in the Liard  Mining
Division,  British Columbia. The agreement was made with an unrelated party. The
terms of the  agreement  required the Company to make an initial cash payment to
the party in the amount of $5,000,  which it made  during  the  period.  Further
required payments were not made and during the period, the agreement was voided.
Therefore,  the  initial  cash  investment  was  charged to expense as a loss on
investment.

Note 5.  RELATED PARTY TRANSACTIONS

During the period from May 5, 1998  (inception)  to December 31, 1998,  business
associates  of the sole  officer and director of the Company  ("sole  officer"),
advanced to the Company $15,000. The funds were used to pay for management fees,
a legal  retainer and to reduce the other payable to a related  party.  The sole
officer's associates were repaid through the issuance of 1,500,000 shares.

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

Note 6.   OPERATING LEASE

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

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

Note 7.  INCOME TAXES

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

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

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

As of December 31, 1999,  the Company has a net operating loss  carryforward  of
approximately  $176,000 for tax purposes that will be available to offset future
taxable income.  If not used, these  carryforwards  will expire in 2019. The tax
benefit of these net  operating  and  capital  losses has been  offset by a full
allowance  for   realization.   This   carryforward  may  be  limited  upon  the
consummation of a business combination under IRC Section 381.



<PAGE>


                                    PART III

Items 1 and 2.    Index to Exhibits.

(a)      Exhibits

Exhibit                                            Description
-------                                            -----------

Exhibit 2.1       Corporate  Charter  filed as an Exhibit to
                  RadioTower's   registration  statement  on
                  filed Form 10-SB filed on March 17,  2000,
                  and incorporated herein by reference.                    Filed

Exhibit 2.2       Articles  of  Incorporation  filed  as  an
                  Exhibit   to   RadioTower's   registration
                  statement on Form 10-SB on March 17, 2000,
                  and incorporated herein by reference.                    Filed

Exhibit 2.3       Certificate  of  Amendment  of Articles of
                  Incorporation filed as an Exhibit to Radio
                  Tower's  registration  statement  on filed
                  Form 10-SB  filed on March 17,  2000,  and
                  incorporated herein by reference.                        Filed

Exhibit 2.4      By-Laws    filed   as   an    Exhibit   to
                  RadioTower's   registration  statement  on
                  filed Form 10-SB filed on March 17,  2000,
                  and  incorporated   herein  by  reference.               Filed

Exhibit 3         Instruments   defining   the   rights   of
                  security holders                                          None

Exhibit 5         Voting Trust Agreement                                    None

Exhibit 6.1       Purchase  Agreement filed as an Exhibit to
                  RadioTower's   registration  statement  on
                  filed Form 10-SB filed on March 17,  2000,
                  and  incorporated   herein  by  reference.               Filed

Exhibit 6.2       RadioTower's   registration  statement  on
                  filed Form 10-SB filed on March 17,  2000,
                  and      incorporated       herein      by
                  reference.Licensing  Agreement with Global
                  Media filed as an Exhibit to  RadioTower's
                  registration statement on filed Form 10-SB
                  filed on March 17, 2000, and  incorporated
                  herein by reference.                                     Filed

Exhibit 6.3       Site Contract with Burst Media filed as an
                  Exhibit   to   RadioTower's   registration
                  statement  on filed  Form  10-SB  filed on
                  March 17, 2000, and incorporated herein by
                  reference.                                               Filed

Exhibit 6.4       Interim  Licensing  Agreement with Destiny
                  Media   Technologies   Inc.  filed  as  an
                  Exhibit   to   RadioTower's   registration
                  statement  on filed  Form  10-SB  filed on
                  March 17, 2000, and incorporated herein by
                  reference.                                               Filed

Exhibit 6.5       Master  Distributor  Agreement with Pronet
                  Enterprises  Ltd.  filed as an  Exhibit to
                  Radio  Tower's  registration  statement on
                  filed Form 10-SB filed on March 17,  2000,
                  and  incorporated   herein  by  reference.               Filed

Exhibit 6.6       Contract  with  Eline   Technologies  Inc.
                  filed  as  an  Exhibit   to   RadioTower's
                  registration statement on filed Form 10-SB
                  filed on March 17, 2000, and  incorporated
                  herein by reference.                                     Filed

Exhibit 7         Material Foreign Patents                                  None

Exhibit 12        Additional Exhibits                                       None

Exhibit 27        Financial  Data Schedule  filed as an Exhibit to s
                  RadioTower's   registration  statement  on
                  filed Form 10-SB filed on March 17,  2000,
                  and incorporated herein by reference.                    Filed




<PAGE>





                                   Signatures

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
RadioTower has caused this report to be signed on its behalf by the undersigned,
who is duly authorized.


                                       RADIOTOWER.COM, INC.


                                       By: /s/  Alan Brown
                                          --------------------------------------
                                       Name and Title:   Alan Brown - President,
                                         Secretary and Treasurer

                                       Dated:   March 30, 2000
                                            ------------------------------------

In accordance with the Securities Exchange Act of 1934, this report to be signed
below by the  following  persons on behalf of  RadioTower.com,  Inc.  and in the
capacities and on the dates indicated.


                                       By: /s/ Paul Valkama
                                           -------------------------------------
                                       Name and Title:  Paul Valkama - Director

                                       Dated:   March 30, 2000
                                            ------------------------------------


                                       By: /s/ Jeff Cocks

                                       Name and Title:   Jeff Cocks - Director

                                       Dated:   March 30, 2000
                                            ------------------------------------