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


FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

                      Island Radio, Inc.                         

 (Exact name of registrant as specified in its charter)

 

                                          Nevada                                             

 (State or other jurisdiction of incorporation or organization)

                                  

                                            4832                                               

 (Primary Standard Industrial Classification Code Number)

 

                                       27-3042462                                         

 (I.R.S. Employer Identification Number)

 

    5850 Cameron Run Terrace, Ste. 918, Alexandria, VA  22303; Tel: (703) 232-1726, Fax: (520) 844-9162    

 (Address, including zip code, and telephone number, including are code, of registrant’s principal executive offices)

 

     Eric Boyer, CEO, 5850 Cameron Run Terrace, Ste. 918, Alexandria, VA  22303; Tel: (703) 232-1726     

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With copies to:

Taurus Financial Partners, LLC, c/o The Mailbox #5241, P. O. Box 523882, Miami, FL  33152-3882

Tel: (512) 772-1542; Fax: (512) 772-1569

 

                  As soon as practicable after the effective date of this registration statement                          

 (Approximate date of commencement of the proposed sale to the public)

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  x

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large Accelerated Filer ¨                                                                                                                Accelerated Filer    ¨

Non-Accelerated Filer    ¨   (Do not check if a smaller reporting company)            Smaller Reporting Company x


 




Calculation of Registration Fee


Title of Each Class of Securities to be Registered


Amount to be Registered (1)

Proposed Maximum Offering Price per Unit

Proposed Maximum Aggregate Offering Price


Amount of Registration Fee (2)

 

 

 

 

 

Common Stock, $0.001 par value


2,500,000


$0.01


$25,000


$1.78


(1)

Pursuant to Rule 415 of the Securities Act, these securities are being offered by the Registrant on a delayed or continuous basis.

(2)

Estimated solely for the purposes of calculating the registration fee under Rule 457(a).


The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.



2






PROSPECTUS



[ISLANDRADIOLOGO.JPG]



2,500,000 Shares of Common Stock


Island Radio, Inc.


$0.01 per Share

                                                                         


Island Radio, Inc. is offering, on a “best-efforts” basis, 2,500,000   shares of its Common Stock, $0.001 par value, at a purchase price of $0.01   per share (“Shares”).  This is the initial offering of our Common Stock and no public market currently exists for the securities being offered in this prospectus.  We are currently in the development stage and have nominal operations and minimal assets, which makes us a “shell company” as defined in Rule 12b-2 of the Exchange Act, as amended.  Because we are considered a shell company, the securities sold in this offering can only be resold through (i) registration under the Securities Act of 1933, as amended (“Securities Act”), (ii) Section 4(1) under the Securities Act, if available, for non-affiliates, or (iii) by meeting the conditions of Rule 144(i) under the Securities Act.


We are offering the Shares on self-underwritten, best-efforts basis directly through our directors.  The Shares will be offered at a fixed price of $0.01   per share for a period not to exceed 180 days from the date of this prospectus.  There is no minimum number of shares required to be purchased, and, therefore, the total proceeds received by us might not be enough to sustain operations.  Further, a market for our Common Stock may never develop.  The Shares will be sold on our behalf by Eric Boyer and Nina Edstrom, our directors.  Our directors will not receive any commissions or other compensation from the offering for selling the Shares on our behalf.  The intended methods of communication include, without limitations, telephone and personal contact.  For more information, see the prospectus sections titled “Plan of Distribution” and “Use of Proceeds”.

 

There are no arrangements or plans to place the proceeds from this offering into an escrow, trust or similar account.  All proceeds from this offering will be available immediately to us for general corporate use, regardless of whether we are able to place the entire offering.

 

The offering shall terminate on the earlier of (i) the date when the sale of all 2,500,000   shares is completed or (ii) 180 days from the date of this prospectus.  We will not extend the offering period beyond 180 days from the date of this prospectus.

  

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PLEASE REFER TO “RISK FACTORS” BEGINNING ON PAGE 8.

 

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE .

 



The date of this prospectus is September 14, 2010.



3





TABLE OF CONTENTS


Item

 

Page

 

 

 

Summary of Prospectus

 

5

 

Our Company

 

5

 

The Offering

 

6

 

Selected Financial Data

 

7

 

No Required Minimum Amount of Shares Must Be Sold

 

7

 

Status as a Shell Company

 

7

 

Rule 419 – “Blank Check Company”

 

8

Risk Factors

 

8

Use of Proceeds

 

14

Determination of Offering Price

 

14

Dilution

 

15

Plan of Distribution

 

15

 

Section 15(g) of the Exchange Act

 

16

 

Terms of the Offering

 

16

 

Procedures for Subscribing

 

17

 

Right to Reject Subscriptions

 

17

Management’s Discussion and Analysis or Plan of Operation

 

17

 

Limited Operating History; Need for Additional Capital

 

17

 

Results of Operations

 

18

 

Liquidity and Capital Resources

 

18

Description of our Business and Properties

 

18

 

Overview of Our Business

 

18

 

Industry Background

 

19

 

Competition

 

19

 

Plan of Operation

 

20

 

Long-Term Plan (5 Years)

 

21

 

Sales and Marketing

 

22

 

Financing

 

22

 

Government Regulation

 

22

 

Property and Equipment

 

23

Directors, Executive Officers, Promoters and Control Persons

 

23

Executive Compensation

 

24

Security Ownership of Certain Beneficial Owners and Management

 

25

Description of Securities

 

26

 

Common Stock

 

26

 

Preferred Stock

 

26

 

Dividend Policy

 

27

 

Shares Eligible for Future Sale

 

27

Certain Relationships and Related Transactions and Corporate Governance

 

27

Legal Proceedings

 

28

Interest of Named Experts and Counsel

 

28

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

 

28

Where You Can Find More Information

 

28

Reports to Shareholders

 

29

Financial Statements

 

F-1





4




PROSPECTUS SUMMARY


The following summary highlights selected information contained in this prospectus.  This summary does not contain all the information that may be important to you.  You should read the more detailed information contained in this prospectus, including, but not limited to, the risk factors beginning on page 8.  References to “we,” “us,” “our,” “Island Radio” or the “Company” mean Island Radio, Inc.


Forward-Looking Statements

 

This prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend” and other similar expressions to identify such forward-looking statements.  You should not place too much reliance on these forward-looking statements.  Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the "Risk Factors" section and elsewhere in this prospectus.

 

Our Company

 

We were incorporated on June 28, 2010 in the State of Nevada.  We plan on developing a widely listened to 24-hour radio program that will be transmitted over commercial FM radio spectrum from radio broadcast towers strategically located throughout the Caribbean region and simulcast worldwide over the Internet using current generation streaming media technology.  Our radio broadcasting studio will be based in St. Maarten, Netherland Antilles.


It is important to note that we are a development stage business with minimal business activity.  As of the date of this prospectus we do not own any radio broadcast licenses nor have we applied for any radio broadcast licenses in any broadcast territory.  Further, we do not have any ownership or leaseholds in any radio broadcast towers nor do we have any agreements in place or in principal with any owners of radio broadcast towers to carry our radio programming should we apply for, and be granted, a license to broadcast our radio programming.


As of August 20, 2010 we have not generated any revenue and have incurred $20,414 in losses since our inception on June 28, 2010, and have relied upon directors to fund our operations.  We are a development stage company and we do not expect to generate revenue which would be sufficient to sustain our operations for at least the next 12 months.  Accordingly, for the foreseeable future, we will continue to be dependent on additional financing in order to maintain our operations and continue with our corporate activities.  Due to the uncertainty of our ability to meet our financial obligations and to pay our liabilities as they become due, in their report on our financial statements for the period ended August 20, 2010, our independent registered public accounting firm included additional comments indicating concerns about our ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


This offering and any investment in our common stock involves a high degree of risk.  If we are unable to generate adequate revenue, we may be obliged to cease business operations due to a lack of operating capital.  We face many challenges to continue operations, including our lack of operating history, lack of revenues to date, and the losses we have incurred to date.  Please review the "Risk Factors" starting on page 8 of this prospectus.


Our directors collectively own 66.67% of the issued and outstanding shares of our common stock as of the date of this prospectus.  If we sell all of the shares being offered in this prospectus our directors will still own 47.1% of our then issued and outstanding common stock.  Accordingly, they will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets.  The interests of our directors may differ from the interests of the other shareholders and thus result in corporate decisions that are disadvantageous to other shareholders.


Our principal executive offices are located at 5850 Cameron Run Terrace, Ste. 918, Alexandria, VA  22303 and our telephone number at that address is (703) 232-1726.  This office space is being provided to us by our president and chief executive officer, Eric Boyer, free of charge.




5




The Offering

 

Following is a brief summary of this offering:


Securities being offered:

2,500,000 shares of common stock, $0.001 par value

 

 

Offering price:

$0.01 per share

 

 

Minimum number of shares to be sold in this offering:

None

 

 

Company capitalization:

Common Stock : 25,000,000 shares authorized; 6,000,000 shares issued and outstanding as of the date of this prospectus.

Preferred Stock : 5,000,000 shares authorized; no shares issued and outstanding as of the date of this prospectus.

 

 

Number of shares outstanding before the offering:

6,000,000

 

 

Number of shares outstanding after the offering, assuming all of the shares are sold:


8,500,000

 

 

Use of proceeds:

We intend to use the proceeds of this offering as general working capital and to further develop and continue our business operations.  See the “Use of Proceeds” section for more information on page 14.

 

 

Lack of escrow account:

There are no arrangements or plans to place the proceeds from this offering into an escrow, trust or similar account.  All proceeds from this offering will be available immediately to us for general corporate use, regardless of whether we are able to place the entire offering.

 

 

Risk factors:

See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our Common Stock. Because we have nominal operations and minimal assets, we are considered to be a “shell company” under the Securities Exchange Act of 1934, as amended.  Because our business is considered a shell company, the securities sold in this offering can only be resold through (i) registration under the Securities Act of 1933, as amended (“Securities Act”), (ii) Section 4(1) of the Securities Act, if available, for non-affiliates, or (iii) by meeting the conditions of Rule 144(i) of the Securities Act.  Therefore, any investment in our business should be considered extremely risky and is suitable only for those who can afford to lose the entirety of their investment.





6




Selected Financial Information

 

The tables below summarize the audited financial statements of Island Radio, Inc. for the period June 28, 2010 (inception) to August 20, 2010:


Balance Sheet Summary :

 

As of August 20, 2010

(audited*)

 

 

Cash and cash equivalents

$ -

Total assets

$ -

Total liabilities

$414

Total stockholders’ (deficit)

($414)


* Taken from the audited financial statements starting on page F-1 of this prospectus.  Our auditors did not audit the content of this table.


Statement of Operations Summary :

 

For the period of June 28, 2010 (inception)

through August 20, 2010

(audited*)

 

 

Revenue

$ -

Expenses

$20,414

Net (loss)

($20,414)

Net (loss) per share of common stock, basic and diluted

($0.00)


* Taken from the audited financial statements starting on page F-1 of this prospectus.  Our auditors did not audit the content of this table.


Important Information – No Required Minimum Amount of Shares Must be Sold


There is no required minimum amount of Shares that must be sold in this offering.  As a result, potential investors will not know how many Shares will ultimately be sold and the amount of proceeds we will receive from this offering.  If we sell only a few Shares, potential investors may end up holding shares in a company that:


·

hasn’t received enough proceeds from the offering to sustain operations; and

·

has no market for its common stock.


This should be considered a substantial risk of investment, taken together with the “Risk Factors” section presented in this prospectus starting on page 8.


Status as a Shell Company


We are currently in the development stage and have nominal operations and minimal assets, which makes us a “shell company” as defined in Rule 12b-2 of the Exchange Act, as amended.  Because we are considered a shell company, the securities sold in this offering can only be resold through (i) registration under the Securities Act of 1933, as amended (“Securities Act”), (ii) Section 4(1) under the Securities Act, if available, for non-affiliates, or (iii) by meeting the conditions of Rule 144(i) under the Securities Act.


Therefore, an investment in our business is considered extremely risky and is suitable only for those who can afford to lose their entire investment.




7




Rule 419 – “Blank Check Company”


We are not a “blank check company” as defined by Rule 419 of the Securities Act of 1933, as amended, and therefore the registration statement need not comply with the requirements of Rule 419.  Rule 419 defines a “blank check company” as a company that:


(1)

is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and

 

(2)

is issuing "penny stock," as defined in Rule 3a51-1 under the Securities Exchange Act of 1934.


We have a very specific business purpose and a bona fide plan of operations.  Our business plan and purpose is to initially develop a widely listened to streaming Internet radio station and, eventually, acquire multiple radio broadcast towers throughout the Caribbean region enabling us to broadcast our radio program throughout the Caribbean region while simultaneously reaching our worldwide listeners through our streaming Internet platform.


As of August 20, 2010, we have not generated any revenue nor do we anticipate generating any revenue for at least ten months from the date we close this offering, assuming we are able to place a sufficient amount of this offering.  Upon receipt of adequate funding from this offering we intend to construct a radio broadcast studio and commence broadcasting a 24-hour streaming radio program over the Internet.  Lastly, we do not have any plans or intentions to engage in a merger or acquisition with an unidentified company or companies or other entity or person.



RISK FACTORS


Please consider the following risk factors before deciding to invest in our common stock.


This offering and any investment in our common stock involves a high degree of risk.  You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock.


If any of the following risks actually occur, our business, financial condition and results of operations could be harmed and you may lose your entire investment.


Industry Risk Factors


Competition within the broadcasting industry may result in higher acquisition costs for the broadcasting properties we seek to acquire in the future.


The broadcasting industry is highly competitive.  Although our primary marketplace is the fragmented Caribbean region where we have only one primary competitor, Tradewinds Broadcasting Corporation ( www.tradewindsradio.com ), we may have to compete in the future against competitors that have greater financial resources and name recognition than we have.  Competition for the purchase of radio properties is based primarily on the scope of the broadcast license(s) or construction permit(s) that are involved, price and financing terms. Competitors may adopt our strategy of acquiring interests in radio broadcasting properties for the purpose of syndicating radio programming throughout the entire Caribbean region.  There are numerous international radio station operators with larger financial and other resources which have the technical skill, background and experience in the industry to assess market opportunity and upgrade radio stations in smaller localities to enable such stations to broadcast into adjacent areas and other islands.  We may, therefore, encounter increased competition in acquiring the radio broadcasting properties we identify in the future.  Many aspects of our business model are not proprietary and may easily be replicated by others.  We cannot prevent such competitors from entering the markets in which we seek to acquire properties.


The cyclical nature of the broadcasting industry may lead to volatile changes in radio advertising rates, which may adversely affect our future revenues and profitability.


Our future revenues and profitability will be dependent upon our ability to sell advertising time within our radio programming schedule.  The demand for advertising time in the marketplaces we intend to compete is affected by, among



8




other things, seasonality for general tourism (in general “in season” spans the months of November through April and “out of season” spans the months of May through October), world and regional economic conditions which impact overall tourism, and the demographics and size of the non-tourism market.  All of these factors will be outside of our control and we cannot predict the nature, timing and degree of changes in industry conditions.  A protracted downturn in advertising rates could subsequently impact our business’s revenues and ability to achieve (and if achieved, maintain) profitability.


The radio broadcasting industry is subject to significant regulation that could require unexpected expenditures.


Our business plan calls for the eventual purchase and development of various radio broadcast licenses and stations throughout the Caribbean region, any of which may be materially affected by local regulatory authorities.  Because such laws and regulations are often revised and vary from jurisdiction to jurisdiction, we cannot predict the ultimate cost of complying with such laws and regulations or the impact thereof on the purchase and operation of our future broadcasting properties.  For example, in the future regulatory authorities may restrict our ability to increase the broadcast signal coverage of newly acquired properties by denying our ability to construct new towers at optimal sites or alter existing towers or they could deny or delay the processing of utility, building and use applications for our transmitter and/or tower sites.  Additional laws and regulations may be adopted that could limit our ability to do business, or increase the cost of doing business, and which may have a materially adverse effect on our operations.


Company Risk Factors


We lack an operating history and have losses which we expect to continue into the future.  There is no assurance our future operations will result in profitable revenues.  If we cannot generate sufficient revenues to operate profitably, our business will fail.


We were incorporated on June 28, 2010, have generated no revenues and incurred $20,414 in losses since inception.  We have very little operating history upon which an evaluation of our future success or failure can be made.  We have not achieved profitability and expect to continue to incur net losses throughout fiscal 2010 and into subsequent fiscal periods.  We expect to incur significant operating expenses and, as a result, will need to generate significant revenues to achieve profitability, which may not occur.  Even if we do achieve profitability, we may be unable to sustain or increase profitability on an ongoing basis which could cause us to go out of business.


We are dependent upon the funds to be raised in this offering to advance our business, the proceeds of which may be insufficient to begin generating sufficient levels of revenue which could cause our business to fail.


We have limited operations to date which have been funded exclusively by our directors and current stockholders.  We need the proceeds from this offering to pay for constructing a radio broadcasting studio and commence our initial 24-hour streaming radio program over the Internet.  We may need additional funds to complete further development of our business plan before we are able to achieve a sustainable level of revenue where ongoing operations can be funded out of revenues.  There is no assurance that any additional financing will be available, or if available, on terms that will be acceptable to us.  If we are not able to obtain additional financing, we may have to cease operations and investors will lose their entire investment.


There is substantial uncertainty as to whether we will continue operations.  If we discontinue operations, you could lose your entire investment.


Our independent registered public accounting firm has discussed their uncertainty regarding our business operations in their audit report dated September 9, 2010.  This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months.  The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business.  As such, we may have to cease operations and you could lose your entire investment.


We have not been licensed in any broadcast territory to transmit our radio programming nor do we own any radio broadcasting towers.


We presently do not own any radio broadcast licenses nor have we applied for any radio broadcast licenses in any proposed broadcast territory.  Further, we do not have any ownership or leaseholds in any radio broadcast towers nor do we have any agreements in place or in principal with any owners of radio broadcast towers to carry our radio programming should we apply for and be granted a license to broadcast our radio programming.  Should we be denied radio broadcasting licenses in



9




any of our target markets, we will be unable to transmit our radio programming in such markets which will significantly impact our ability to sell advertising time and substantially limit our ability to generate adequate revenues necessary to achieve profitability.  As such, we may have to cease operations and you could lose your entire investment.


Because our planned operations will be based out of a single radio broadcast studio located in St. Maarten, Netherland Antilles, our operations are vulnerable to interruptions due to unforeseen events.  We do not maintain any business interruption insurance which would protect us from such unforeseen events.


Our success will depend largely on the efficient and uninterrupted operation of our computers, broadcasting equipment, and unimpeded access to the Internet in general.  This broadcasting equipment will be located at a single planned facility in St. Maarten, Netherland Antilles.  Our systems and operations are vulnerable to damage or interruption from hurricanes, fire, flood, power loss, telecommunications failure, break-ins, and other similar unforeseen events.  Initially we will not have any redundant systems or a formal disaster recovery plan in place.  Further, we do not carry business interruption insurance to compensate us for any losses that may occur.  Our computer server systems will also be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions which could lead to interruptions, delays or loss of data.  The occurrence of any of these events could prevent us from broadcasting our radio programming and selling advertising time during our radio programming, and could force us to cease operations whereby you could lose your entire investment.


Because we are in the development stage and have nominal assets and minimal operations, we are considered a “shell company” and our business is difficult to evaluate.


We are currently in the development stage and have nominal operations and minimal assets, which makes us a “shell company” as defined in Rule 12b-2 of the Exchange Act, as amended.  Because we are considered a shell company, the securities sold in this offering can only be resold through (i) registration under the Securities Act of 1933, as amended (“Securities Act”), (ii) Section 4(1) under the Securities Act, if available, for non-affiliates, or (iii) by meeting the conditions of Rule 144(i) under the Securities Act.


To effectively eliminate our status as a shell company we will need to construct our radio broadcasting studio and commence our initial 24-hour streaming radio program over the Internet.  If we are able to fully subscribe this offering, we should be able to accomplish these milestones.  Since inception, we have primarily been engaged in organizational efforts and developing our overall business plan and future growth strategy.


Additionally, because we are currently a shell company with nominal assets and operations, there is a risk that we will be unable to continue as a going concern.  We do not anticipate generating significant revenues or attaining profitability from operations for at least ten more months.  We currently do not have any assets or revenue.  We anticipate we will continue sustaining operating expenses over the next 12 months, probably even longer.  This will likely result in us continuing to incur net operating losses for the foreseeable future.  There is no guarantee that we will ever develop and sustain a suitable business operation.


We depend on key personnel.


Our  future  success  will  depend  in  part  on the  continued  service  of key personnel, in particular, Eric Boyer, our  president  and  chief  executive officer, and  Nina Edstrom, our treasurer and secretary.  Our future success will also depend on our ability to attract and retain key personnel, especially in the areas of sales and marketing and radio personalities.  We face intense competition for these individuals from well-established and better financed competitors.  We may not be able to attract qualified new employees or retain existing employees, which may have a material adverse effect on our results of operations and financial condition.


Our directors currently own 66.67% of our issued and outstanding common stock.  In the event this offering is completely subscribed our directors will own 47.1% of the then issued and outstanding common stock and will continue to be able to exert significant influence and control over all corporate decisions, even if such decisions may not be in the best interest of minority shareholders.


Our directors, Eric Boyer and Nina Edstrom, currently control an aggregate of 4,000,000 shares of our common stock, or 66.67% of all issued and outstanding shares.  In the event this offering is completely subscribed they will still own 47.1% of our then issued and outstanding common stock.  Accordingly, they will retain significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all



10




of our assets.  The interests of our directors may differ from the interests of the other shareholders and thus result in corporate decisions that are disadvantageous to other shareholders.


Eric Boyer, our president and chief executive officer, currently devotes about 50% of his time to outside business interests which could result in his inability to properly manage company affairs, resulting in our remaining a development stage shell company with no revenues or profits.


The responsibility of developing our core business, offering and selling the Shares through this prospectus, and fulfilling the reporting requirements of a public company all fall upon our directors, Eric Boyer and Nina Edstrom.  While Ms. Edstrom does not currently have any time constraints or conflicts, Mr. Boyer is able to dedicate only about half of his professional time to our business, which is estimated between 20 – 30 hours a week.  We rely heavily on Mr. Boyer’s knowledge and vast experience in the broadcasting industry to further our business development.  We have not formulated a plan to resolve any possible conflict of interest with his other competing business activities, which happen to be in the same industry.  In the event he is unable to fulfill any aspect of his duties, we may experience a shortfall or complete lack of revenue resulting in little or no profits and the eventual closure of our business.


We have agreed to indemnify our officers and directors against lawsuits to the fullest extent of the law.


We are a Nevada corporation.  Nevada law permits the indemnification of officers and directors against expenses incurred in successfully defending against a claim.  Nevada law also authorizes Nevada corporations to indemnify their officers and directors against expenses and liabilities incurred because of their being or having been an officer or director.  Our organizational documents provide for this indemnification to the fullest extent permitted by law.


We currently do not maintain any insurance coverage.  In the event that we are found liable for damages or other losses, we would incur substantial and protracted losses in paying any such claims or judgments.  We have not maintained liability insurance in the past, but intend to acquire such coverage immediately upon resources becoming available.  There is no guarantee that we can secure such coverage or that any insurance coverage, if ever secured, would protect us from any damages or loss claims filed against it.


We do not intend to pay any dividends on our common stock, therefore there are limited ways in which you can make a profit on any investment in Island Radio, Inc.


We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future.  To the extent that we may seek additional funding in the future, our future funding sources may likely prohibit us from paying any dividends.  Because we do not intend to declare dividends, any gain on an investment in our shares of common stock will need to come through the appreciation of our common stock’s share price, for which there is currently no market.


Risk Factors Relating to Our Common Stock and This Offering


There is no public (trading) market for our common stock and there is no assurance that our common stock will ever trade on a recognized exchange or dealers’ network.  Therefore, anyone investing in this offering may not be able to sell their shares.


Our common stock is not listed on any exchange or quoted on any similar quotation service, and there is currently no public market for our common stock.  We have not taken any steps to enable our common stock to be quoted on the OTC Bulletin Board or other similar venue, and can provide no assurance that our common stock will ever be quoted on any quotation service or that any market for our common stock will ever develop.  As a result, stockholders may be unable to liquidate their investments, or may encounter considerable delay in selling shares of our common stock.  We have not engaged an underwriter for this offering.  Therefore, we cannot assure you that any brokerage firm will act as a market maker of our securities.  A trading market may not develop in the future, and if one does develop, it may not be sustained.  If an active  trading market does develop, the market price of our common stock is likely to be highly volatile due to, among other  things,  the nature of our business and because we are a new public company with a limited operating  history.  Further, even if a public market develops, the volume of trading in our common stock will presumably be limited and likely be dominated by a few individual stockholders.  The limited volume, if any, will make the price of our common stock subject to manipulation by one or more stockholders and will significantly limit the number of shares that one can purchase or sell in a short period of time.  The market price of our common stock may also fluctuate significantly in response to the following factors, most of which are beyond our control:




11




·

variations in our quarterly operating results;

·

changes in general economic conditions, in particular the tourism industry within the Caribbean region;

·

announcements by us or our competitors of significant new contracts, acquisitions, strategic partnerships or joint ventures, or capital commitments;

·

loss of a significant advertiser, partner or joint venture participant; and

·

the addition or loss of key managerial and collaborative personnel.

 

The equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for many companies' securities and that have often been unrelated to the operating performance of these companies.  Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance.  As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.


We have anti-takeover provisions which may make it difficult to replace or remove our current management and could also result in significant dilution to an investment in our common stock.


Our Articles of Incorporation authorizes the issuance of up to 25,000,000 shares of common stock and of up to 5,000,000 shares of preferred stock with such rights and preferences as may be determined from time to time by our Board of Directors.  Our Board of Directors may, without requiring shareholder approval, issue shares of preferred stock with dividends, liquidation, conversion, voting or other rights which could supercede and/or adversely affect the voting power and/or other rights of the holders of our common stock.  The ability of our Board of Directors to issue shares of common stock and/or preferred stock may prevent any shareholder attempt to replace or remove current management and/or could make it extremely difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders.  Additionally, the issuance of additional common stock or preferred stock in the future may significantly reduce your proportionate ownership and voting power.


We are selling this offering without an underwriter and may be unable to sell any shares.


This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares.  We intend to sell our shares through our directors who will receive no commissions or other forms of compensation for doing this for us.  Our directors will offer the shares to friends, family members, and other business associates.  However, there is no guarantee that they will be able to sell any of the shares.  Unless they are successful in selling the shares and we receive the proceeds from this offering, we may have to seek alternative financing before we are able to proceed with our business plan.


There are no arrangements or plans to place the proceeds from this offering into an escrow, trust or similar account.  If we file for or are forced into bankruptcy protection, investors will lose their entire investment.


We have not made any arrangements to place the proceeds from this offering into an escrow, trust or similar account.  Proceeds from this offering, if any, will be immediately available to us for general corporate purposes.  If we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, any funds invested in this offering will become part of the bankruptcy estate and administered according to the bankruptcy laws.  As such, any funds invested in this offering will be used to pay creditors and, if there are not sufficient funds to pay all creditors, you will lose your investment.


If our common stock is accepted for quotation on the OTC Bulletin Board it will be subject to the "Penny Stock" rules of the SEC which may limit the trading market in our common stock and make transactions in our stock cumbersome, thereby possibly reducing the value of an investment in our common stock.


The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.  For any transaction involving a penny stock, unless exempt, the rules require:


·

that a broker or dealer approve a person's account for transactions in penny stocks; and

 

·

the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

 



12




In order to approve a person's account for transactions in penny stocks, the broker or dealer must:


·

obtain financial information, investment experience and investment objectives of the person; and

 

·

make a reasonable determination that the transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.


The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:


·

sets forth the basis on which the broker or dealer made the suitability determination; and

 

·

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.


Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules.  This may make it more difficult for investors to sell shares of our common stock and cause a decline in the market value of our stock.


Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.


Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results.


Our business is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”).  We are also required to comply with the internal control evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002.  We are in the process of determining whether our existing internal controls over financial reporting systems are compliant with Section 404.  This process may divert internal resources and will take a significant amount of time, effort and expense to complete.  If it is determined that we are not in compliance with Section 404, we may be required to implement new internal control procedures and reevaluate our financial reporting.  We may experience higher than anticipated operating expenses as well as outside auditor fees during the implementation of these changes and thereafter.  Further, we may need to hire additional qualified personnel in order for us to be compliant with Section 404.  If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results.


Volatility in our common share price may subject us to securities litigation, thereby diverting our resources which may materially affect our profitability and results of operations.


We expect the market for our common stock, if one ever develops, to be characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future.  In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities.  We may in the future be the target of similar litigation.  Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.



FORWARD LOOKING STATEMENTS


When used in this prospectus, the words or phrases “will likely result,” “we expect,” “will continue,” “anticipate,” “estimate,” “project,” ”outlook,” “could,” “would,” “may,” or other similar expressions are intended to identify forward-looking statements.  We wish to caution readers not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made.  Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected.  Such risks and uncertainties include, among others, success in developing accepted and broadly listened to radio programs, our ability to sell advertising and marketing time on our radio programs, our ability to develop our core business model and execute on our business plan



13




and expansion strategies, and our ability to finance and sustain operations.  We have no obligation to publicly release the results of any revisions which may be made to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.



USE OF PROCEEDS


Our offering is being made on a self-underwritten basis.  No minimum number of shares must be sold in order for the offering to proceed.  The offering price per share is $0.01.  The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by us.  If less than $16,000 is raised in this offering, we intend to continue operating on a limited basis, meeting only our SEC filing obligations while we seek alternative sources of financing.  However, (i) we currently have no alternative sources of financing, (ii) we will not commence seeking alternative sources of financing until this registration statement is effective, and (iii) we cannot provide investors with any assurance that we will be able to raise sufficient funds from this offering or any alternative sources of financing to proceed with any material business development and activities.




USE OF PROCEEDS

If 25% of the Shares are Sold

If 50% of the Shares are Sold

If 75% of the Shares are Sold

If 100% of the Shares are Sold

 

 

 

 

 

Gross Proceeds

$6,250

$12,500

$18,750

$25,000

 

 

 

 

 

Operational Expenses (1)

5,000

5,000

8,000

8,000

Broadcasting Studio Construction and Equipment (2)

-

7,500

7,500

7,500

Website Development

-

-

2,500

2,500

Working Capital

1,250

-

750

7,000

TOTALS

$6,250

$12,500

$18,750

$25,000


(1)

Includes legal fees, accounting fees and general overhead and licensing fees.

(2)

Studio equipment enabling initial Internet radio broadcasting only.  Additional equipment will need to be purchased before we can broadcast over commercial FM radio spectrum.


In addition to the above listed equipment purchases, our president and chief executive officer, Eric Boyer, has verbally agreed to temporarily loan us without charge some of his personal broadcasting equipment as well as access to his extensive library of digital broadcast quality music.


In the future, in addition to equity financing, we may rely on loans and/or other advances from our directors and other stockholders to continue our operations.  However, there are no assurances that our directors or other stockholders will provide us with any additional funds.  If we are not able to obtain adequate financing, we may have to cease operations whereby you will lose your entire investment.



DETERMINATION OF OFFERING PRICE


The offering price of the shares was arbitrarily determined by us.  The offering price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a company.  In determining the number of shares to be offered and the offering price, we took into consideration the amount of money we would need to begin to establish a radio broadcasting studio and commence a 24-hour streaming radio program over the Internet.  Accordingly, the offering price should not be considered an indication of the actual value of the securities.





14




DILUTION


Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering.  Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets.  Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered.  Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.  As of August 20, 2010, the net tangible book value of our shares of common stock was a deficit of ($414), or ($0.000069) per share based upon 6,000,000 shares issued and outstanding.


Assuming all 2,500,000 shares offered are sold, and in effect we receive the maximum estimated proceeds of this offering, our net book value will be approximately $24,586, or $0.00289 per share.  Therefore, any investor will incur an immediate loss of approximately $0.00712 per share while our existing stockholders will receive an increase of $0.00282 per share in net tangible book value.  This would result in an immediate dilution of 71.1% for purchasers of stock in this offering.

 

The following table represents a comparison of the prices paid by purchasers of our common stock in this offering and our original stockholders, based on assumptions that we sell 25%, 50%, 75% and 100% of the offering, respectively:


 

If 25% of the Shares are Sold

If 50% of the Shares are Sold

If 75% of the Shares are Sold

If 100% of the Shares are Sold

 

 

 

 

 

Offering price per share

$0.01

$0.01

$0.01

$0.01

Book value per share before offering (deficit)

($0.000069)

($0.000069)

($0.000069)

($0.000069)

Book value per share after offering

$0.00088

$0.00167

$0.00233

$0.00289

Net increase per share to original shareholders

$0.00812

$0.00160

$0.00226

$0.00282

Decrease in investment per share to new shareholders

$0.00912

$0.00833

$0.00767

$0.00711

Dilution to new shareholders

91.2%

83.3%

76.7%

71.1%

Number of shares after offering held by new investors

625,000

1,250,000

1,875,000

2,500,000

Percentage of ownership after offering by new investors

9.4%

17.2%

23.8%

29.4%



PLAN OF DISTRIBUTION


This is a self-underwritten “best-efforts” offering.  This prospectus is part of a prospectus that permits our directors, Eric Boyer and Nina Edstrom, to sell the shares of common stock directly to the public with no commission or other remuneration payable to our directors for any shares they may sell.  There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer.  Our directors will sell the shares and intend to offer them to friends, family members, and personal and professional acquaintances.  In offering the securities on our behalf, our directors will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.  In their endeavors to sell this offering, our directors will not use any mass-advertising methods such as the Internet or print media.

 

Our directors will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), in reliance upon Rule 3a4-1, which sets forth the conditions under which a person associated with an issuer, may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer.  The conditions are that:


1)

The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Exchange Act, at the time of his participation;

 

2)

The person is not compensated in connection with his or her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;


3)

The person is not at the time of their participation, an associated person of a broker-dealer; and


4)

The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he or she (a) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf



15




of the issuer otherwise than in connection with transactions in securities; and (b) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and (c) does not participate in selling and offering of securities for any issuer more than once every 12 months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).


Our directors are not statutorily disqualified, are not being compensated, and are not associated with a broker-dealer.  They are and will continue to be our directors at the end of this offering and are not currently and have not been during the last 12 months broker-dealers or associated with a broker-dealer.  They have not during the last 12 months and will not in the next 12 months offer or sell securities for another corporation.


Section 15(g) of the Exchange Act


Our shares are covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 promulgated thereunder.  They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $160,000 or $300,000 jointly with their spouses).


Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.


Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.


Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.


Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.


Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.


Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements.


Rule 15g-9 requires broker-dealers to:


·

approve the transaction for the customer's account;

·

obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased;

·

obtain from the customer information regarding his investment experience;

·

make a determination that the investment is suitable for the investor;

·

deliver to the customer a written statement for the basis for the suitability determination;

·

notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and

·

provide the customer with FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker-dealers and their associated persons.


The application of the penny stock rules may affect your ability to resell your shares.


Terms of the Offering

 

We are offering on a best-efforts basis 2,500,000 shares of our common stock at a price of $0.01 per share.  This is the initial offering of our common stock and no public market exists for the securities being offered. We are offering the shares through a “self-underwritten” offering, directly through our directors.  The shares will be offered at a fixed price of $0.01 per share for a period not to exceed one-hundred and eighty (180) days from the date of this prospectus.  There is no minimum number of shares required to be purchased.  This offering is on a best effort basis.  No commission or other compensation related to



16




the sale of the shares will be paid to our directors.  The intended methods of communication include, without limitations, telephone, and personal contact.


This offering shall terminate on the earlier of (i) the date when the sale of all 2,500,000 shares is completed or (ii) one hundred and eighty (180) days from the date of this prospectus.  We will not extend the offering period beyond one hundred and eighty (180) days from the effective date of this prospectus.

 

There can be no assurance that any of the shares will be sold.  We have not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent, nor do we intend to enter into any such agreement or arrangement with any broker/dealer or sales agent.


In order to comply with the applicable securities laws of certain states, the securities will be offered or sold only in those states if they have been registered or qualified for sale or an exemption from such registration or qualification requirement is available and with which we have complied.


Procedures for Subscribing


If you decide to subscribe for any shares in this offering, you must: (i) execute and deliver a subscription agreement; and (ii) deliver a check or certified funds to us for acceptance or rejection.  All checks for subscriptions must be made payable to Island Radio, Inc.


There are no arrangements or plans to place the proceeds from this offering into an escrow, trust or similar account.  Because this is a best efforts offering, once a subscription is accepted by us, we will have immediate availability to use the subscription proceeds, regardless of whether we are able to place the entire offering.


Right to Reject Subscriptions


We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason.  All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions.  Subscriptions for securities will be accepted or rejected within two (2) business days after we receive them.



MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


We are a development stage corporation with limited operations and are not currently generating any revenues from our business operations.  Our independent registered public accounting firm has issued a going concern opinion.  This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months.  We do not anticipate generating significant revenues until we are able to launch our initial 24-hour streaming radio program over the Internet.  Accordingly, we must raise additional cash from sources other than operations.

 

To meet our need for cash we are attempting to raise money from this offering.  If we are able to raise sufficient funds from this offering we will be able to construct our radio broadcasting studio and commence broadcasting our initial 24-hour streaming radio program over the Internet.  If we are unable to generate significant revenues for any reason, or if we are unable to make a reasonable profit after initiating our 24-hour streaming radio program, we may be forced to raise additional funds or to cease operations.  At the present time, we have not made any arrangements to raise additional cash, other than through this offering.

 

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely.  If we fail to raise sufficient funds from this offering we need more money and will have to revert to obtaining additional money through a second public offering, a private placement of securities, or loans.  Other than as described in this paragraph, we have no other financing plans.


Limited Operating History; Need for Additional Capital

 

There is limited historical financial information about us upon which to base an evaluation of our performance.  We are in the start-up stage of operations and have yet to generate any revenues.  We cannot guarantee that we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including



17




limited capital resources and possible cost overruns, such as increases in marketing costs, increases in administration expenditures associated with daily operations, increases in accounting and audit fees, and increases in legal fees related to filings and regulatory compliance.

 

To become profitable and competitive, we have to successfully develop and sell marketing time on our radio programming.  We anticipate relying on equity sales of our common stock in order to continue to fund our business operations until we are able to generate sufficient revenues to cover our operating expenses, which may never happen.  Issuances of additional shares will result in dilution to our then existing stockholders.  There is no assurance that we will be able to make any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.  We may also rely on loans from our directors.  However, there are no assurances that our directors will provide us with any additional funds.

 

Currently, we do not have any arrangements for additional financing.  We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations.  Equity financing could result in additional dilution to existing shareholders.


Results of Operations


From Inception on June 28, 2010 through August 20, 2010.


During the period from June 28, 2010 (inception) through August 20, 2010, we have had minimal operations and have devoted most of our efforts to developing our business plan, issuing common stock, attempting to raise capital, and establishing an accounting system and other administrative functions.  We have generated no revenue and incurred $20,414 in losses since inception, which includes $414 in filing fees related to our formation and $20,000 we paid to an outside consultant, which was paid in the form of restricted common stock valued at $0.01 per share.

 

We have secured the domain name www.islandradiolive.com .  As of the date of this prospectus, we have spent minimal time developing this website.  Further development of this website is planned and is a significant part of our “Plan of Operation” starting on page 20.


Liquidity and Capital Resources


As of August 20, 2010, we had no assets, cash or otherwise, and our total liabilities were $414, which are current accounts payable.


We expect to incur continued losses over the next 12 months, possibly even longer.  As of August 20, 2010, we had no cash or other assets, and we believe that we need at least $16,000 to meet our minimal working capital requirements over the next 12 months.  Our intention is to obtain this money through this offering.  Further, we intend to seek other sources of equity financing to pursue our long-term business development plan.  However, we can give no assurance that financing will be available to us, and if available to us, in amounts or on terms acceptable to us.  If we cannot secure adequate financing through this offering or through alternative sources, we may be forced to cease operations and you will lose your entire investment.



DESCRIPTION OF OUR BUSINESS AND PROPERTIES


You should rely only on the information contained in this prospectus or any supplement hereto.  We have not authorized anyone to provide you with different information.  If anyone provides you with different information, you should not rely on it.  We are not making an offer to sell the shares in any jurisdiction where the offer is not permitted.  You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the date of delivery of this prospectus or any supplement hereto, or the sale of the shares.  Our business, financial condition, results of operations and prospects may have changed since that date.


Overview of Our Business


We were incorporated on June 28, 2010 in the State of Nevada.  Our plan is to become a successful commercial FM radio broadcaster of originally programmed audio entertainment throughout the Caribbean region and worldwide over the Internet.  We plan to start with the launching of a 24-hour streaming radio program over the Internet and systematically expand



18




through traditional syndicated radio programming which will be broadcast over commercial FM radio spectrum from radio towers located throughout various popular Caribbean islands.


Industry Background


The primary source of revenues for radio broadcasters is the sale of advertising time to local, regional and national advertisers.  In the United States over the past decade, local advertising revenue as a percentage of total radio advertising revenue in a given market has ranged from approximately 72% to 87% according to the Radio Advertising Bureau ( www.rab.com ).  Further, the Radio Advertising Bureau reports that after three years of declining revenues, the industry is showing signs of stabilization and rebound in 2010.  We anticipate receiving approximately 70% of our revenue from local advertisers and 30% of our revenue from regional advertisers who tend to operate multiple retail storefronts located throughout the more popular island destinations.

 

Radio is considered an efficient, cost-effective means of reaching specifically identified demographic groups.  Stations are typically classified by their on-air format such as rock, adult contemporary, urban, gospel and news/talk.  A station’s format and style of presentation enables it to target specific segments of listeners sharing certain demographic features.  By capturing a specific share of a market’s radio listening audience, with particular concentration in a targeted demographic, a station is able to market its broadcasting time to advertisers seeking to reach a specific audience.  Advertisers and stations use data published by audience measuring services and technologies to estimate how many people within particular geographical markets and demographics listen to specific stations.

 

Although the number of advertisements broadcast during a given time period may vary, the total number of advertisements broadcast on a particular station generally does not vary significantly from year to year.

 

According to a study performed by Bridge Ratings ( www.bridgeratings.com ) earlier this year, the average AM/FM radio listener spent an average of 18 hours per week listening.  While this was down from the 22 hours per week reported in a similar study in 2005, Bridge Ratings reports that this decrease was offset by an increase in listening to simulcast radio broadcasts over the Internet.


Streaming Internet Radio


Streaming Internet radio is a relatively new broadcasting media in which live radio programming is simultaneously transmitted to an unlimited number of listeners worldwide over the Internet.  In order to listen to a radio Internet broadcast a listener will log in to a radio server which will simulcast the radio broadcast to the listener through media play software such as Windows Media Player.  As a result, listeners are able to listen, watch and read available broadcasts through their own computer.


Listening to live radio broadcasts over the Internet provides the listener with certain advantages when compared to traditional AM/FM transmission, including:


·

There are no geographical broadcasting limitations.  Anyone with an Internet connection can listen to a live radio broadcast on their own computer (or, in some cases, cell phone) from anywhere in the world;

 

·

Listeners can interact and communicate directly with the radio DJ more closely and quickly through instant messaging, e-mail, and chat rooms;

 

·

Listeners can also interact and communicate with each  other in real time through chat rooms and radio blogs; and


·

Broadcasters can better track and monitor listener traffic and interactivity trends through the examination of their radio server logs.


Competition


The radio broadcasting industry is highly competitive.  The success or failure of our future radio stations and simulcast Internet radio broadcast will depend largely upon our ability to appeal to and retain a large enough listener audience and attract enough local and regional advertisers which will allow us to generate sufficient and sustained advertising revenue.




19




Radio stations compete for listeners and advertising revenues directly with other radio stations within their respective markets, as well as from other advertising media such as television, print, and evolving technologies including social media, advanced cell phones, and the Internet in general.


Factors that are material to a radio station’s competitive position include brand identity and loyalty, management, the station’s ranking within its own marketplace, transmitter power and location, assigned radio frequency, audience demographics, local programming acceptance, and the number and characteristics of other radio stations and advertising media within the local marketplace.


The Caribbean region is primarily controlled by smaller independent owners and operators of localized radio stations.  We are aware of only one other competitor with a similar business strategy to ours and that is Tradewinds Broadcasting Corporation ( www.tradewindsradio.com ).  We consider Tradewinds Broadcasting to be our primary competitor in the Caribbean region.


We believe our business plan is highly competitive in this marketplace and will allow us to grow in a steady and controlled manner utilizing our current management’s vast knowledge and experience in this industry and region.


Plan of Operations


We plan on developing a widely listened to 24-hour radio program that will be transmitted over commercial FM radio spectrum from radio broadcast towers strategically located throughout the Caribbean region and simulcast worldwide over the Internet using current generation streaming media technology.  Our radio broadcasting studio will be based in St. Maarten, Netherland Antilles.


It is important to note that we are a development stage business with minimal business activity.  As of the date of this prospectus we do not own any radio broadcast licenses nor have we applied for any radio broadcast licenses in any targeted broadcast territory.  Further, we do not have any ownership or leaseholds in any radio broadcast towers nor do we have any agreements in place or in principal with any owners of radio broadcast towers to carry our radio programming should we apply for and be granted a license to broadcast our radio programming.


Programming Format


We intend to develop a 24-hour radio broadcast program featuring classic rock & roll and oldies from the 1970s and 1980s.  We will have live disc jockeys (DJs) running the music programming, taking musical requests and talking with entertaining listeners live over the air.  In addition, our programming will include periodic breaks for international news, local weather, and sports updates.


Targeted Demographic Group


Our radio programming will be aimed at attracting listeners aged 30 – 50 with annual household incomes in excess of $40,000.  Based on our president and chief executive officers experience at Island92 ( www.island92.com ), we anticipate a significant portion of our listeners will be comprised of vacationing tourists, expatriates, and other island visitors such as yacht and aviation crews and cruise ship visitors.  Many of these visiting listeners will return home and continue listening to our radio programming over the Internet at www.islandradiolive.com .


Proposed Milestones to Implement Business Operations


The following milestones are based on estimates made by our management team.  The working capital requirements and the projected milestones are approximations and are subject to adjustments.  Our initial baseline budget is based on minimum operations which will be financed from the proceeds of this offering.  To the extent that we cannot raise the entire amount contemplated by this offering, we will be forced to seek additional funds to complete further development of our business.  There is no assurance that any additional financing will be available, or if available, on terms that will be acceptable to us.

 



20




We estimate generating initial revenues approximately ten months following closing of the offering.  We plan to complete our milestones as follows:


0 - 4 Months


We will construct a radio broadcast studio in St. Maarten, Netherland Antilles.  This studio will be approximately 150 square feet in size.  We anticipate the cost of construction, plus the purchase of some initial recording and broadcasting equipment will cost approximately $7,500.  In order to minimize our start-up costs, our president and chief executive officer, Eric Boyer, has verbally agreed to temporarily loan us, free of charge, some of his personal broadcasting equipment, including hardware and software, as well as access to his extensive library of digital broadcast quality music.

 

5 - 7 Months


We will develop and beta test our interactive streaming Internet website ( www.islandradiolive.com ).  This website will allow our listeners to log in from anywhere in the world and listen to our live radio broadcast using the current generation of streaming media technology as well as see what is happening live in the broadcast studio through a fixed webcam and interact in real time with the live DJ and other listeners through an interactive chat room.  Visitors to the website will also be able to learn about the radio programming schedule, current and recently played songs (including artists name and the ability to purchase the song directly through the website), upcoming events, weather, news and sports.  We estimate this website will cost approximately $2,500 to complete.


8 - 9 Months


We will develop and conduct a limited test market for our radio programming schedule to test varying DJ segments in order to maximize potential listener appeal.  We will also be working out any bugs in our website to ensure that, once we are officially live with 24-hour radio broadcasting, our streaming Internet radio broadcast has no unnecessary interruptions.


Concurrently we will apply for a radio broadcasting license for the island of Saba, Netherland Antilles.  It is our intent to place a 1,500 watt radio tower at the top of Saba, whose mountain peak is approximately 2,877 feet above sea level.  We estimate that we should be able to reach the islands of Saba, St. Maarten, St. Eustatius, Anguilla and St. Barthelemy (St. Barts) with this proposed tower configuration.


We estimate that these activities will cost an aggregate of approximately $3,000.


10 - 12 Months


We will initiate our live 24-hour radio broadcast over the Internet and begin our sales and marketing efforts to sell advertising time on our radio broadcast and banner advertisements on our website.


In addition we will start seeking additional equity financing aimed at raising up to an additional $200,000 for the construction of our planned Saba, Netherland Antilles radio broadcast tower, provided our application for a radio broadcast license is approved.


We estimate that these activities will cost us approximately $3,000.


Note: The amounts allocated to each line item in the above milestones are subject to change without notice.  Our planned milestones are based on the estimated amount of time to complete each milestone following the closing of this offering.  Any line item amounts not expended completely, as detailed in the milestones above and in the “Use of Proceeds”, shall be held in reserve as working capital and subject to reallocation as required for ongoing operations.


Long-Term Plan (5 Years)


Over the ensuing five years our growth and expansion will focus primarily on obtaining additional radio broadcasting licenses on strategic Caribbean islands and then construct or acquire radio broadcasting towers to transmit our simulcast radio programming.  Presently we have identified the following Caribbean islands we intend to focus on during this time period:



21





·

Curacao, Netherland Antilles;

·

Providenciales, Turks and Caicos; and

·

Nassau, Bahamas.


We estimate that we will need to raise up to an additional $600,000 (estimated at $200,000 per location) for licensing and the establishment of a sufficient radio broadcast tower necessary to service the marketplace on each of the listed Caribbean islands.


Sales and Marketing


Because our primary source of revenue will be from the sale of advertising time on our radio broadcasts, we expect our first employee will be a full-time salesperson with significant experience in our industry.  In addition to the sale of advertising time on our radio broadcasts, we will be offering advertising space on our website ( www.islandradiolive.com ) in the form of banner advertisements.


Financing


We believe that we will be able to raise sufficient funds from this offering to meet our minimum projected expenditures over the next 12 months.  We intend to keep our operating costs to a minimum until adequate cash is available from additional financing(s) or operating activities.  While we believe that this offering will provide adequate funds to cover our initial capital requirements, we plan to seek other sources of equity financing on favorable terms to satisfy our growth and expansion plans.  However, there are no assurances that any such financing can be obtained or, if obtained, on terms favorable to us.  If we are unable to generate profits or unable to obtain additional funds to meet our working capital needs, we may need to cease or curtail our business operations.  Further, there is no assurance that the net proceeds from any successful financing arrangement will be sufficient to cover our cash requirements during the initial stages of our business development.


Government Regulation


There currently are few laws and regulations directly applicable to radio broadcasting over the Internet.  However, worldwide there are numerous laws and licensing requirements related to use of and broadcasting over AM/FM radio spectrum.


Because we intend to eventually own and operate multiple radio broadcasting towers located on various islands throughout the Caribbean region our use of and broadcasting over AM/FM radio spectrum will eventually be regulated by multiple regulatory bodies located in different legal jurisdictions throughout our intended broadcast territories.


In the Netherland Antilles, which is where we intend to locate our radio broadcast studio (St. Maarten), construct our initial radio broadcast tower (Saba), as well as construct one of our expansion radio broadcast towers (Curacao), we will fall under the jurisdiction of the Bureau Telecommunications and Post (BT&P).  BT&P is a semi-autonomous regulatory authority for the Netherlands Antilles' communications industries, including radio broadcasting and the assignment of broadcast licenses and radio spectrum.


We will be subject to similar regulatory oversight on the other Caribbean islands we intend to eventually obtain a radio broadcasting license and construct or acquire a radio broadcast tower.  In Providenciales, Turks and Caicos and Nassau, Bahamas we will be under the regulatory authority of the Turks and Caicos Islands Telecommunications Commission (TCIT) and the Utilities Regulation and Competition Authority (URCA), respectively.


BT&P, TCIT and URCA are also responsible for monitoring radio programming thereby ensuring the content of such programming is consistent with their rules and regulations concerning radio broadcasting, including decency requirements.  Failure to comply with any of these policies could result in us losing our broadcasting license(s), if ever granted, and possibly force us to cease operations.  If we are forced to cease operations in any broadcast territory it could have a materially adverse affect on our business and you could lose some or all of your investment.


Compliance with Environmental Laws


We have not incurred and do not anticipate incurring any expenses associated with environmental laws.



22





Research and Development Expenditures


We have not incurred any research or development expenditures since our inception on June 28, 2010.


Patents and Trademarks


We do not own nor have we applied, either legally or beneficially, for any patents or trademarks.


Property and Equipment


Our principal executive offices are located at 5850 Cameron Run Terrace, Ste. 918, Alexandria, VA  22303.  This office space is being provided to us by our president and chief executive officer, Eric Boyer, free of charge.


Further, Mr. Boyer has verbally agreed to temporarily loan us, free of charge, some of his personal broadcasting equipment as well as access to his extensive library of digital broadcast quality music.  


We do not hold ownership or leasehold interest in any property or equipment.



DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS


Our executive officers and directors and their respective ages as of the date of this prospectus are as follows:


Name

Age

Position

 

 

 

Eric R. Boyer

41

President, Chief Executive Officer, and Director

 

 

 

Nina E. Edstrom

35

Treasurer, Secretary, Chief Financial Officer and Director


Our Board of Directors is comprised of only one class of director.  Each director is elected to hold office until the next annual meeting of shareholders and until his successor has been elected and qualified.  Officers are elected annually by the Board of Directors and hold office until successors are duly elected and qualified.  There are no arrangements, agreements, or understandings between non-management shareholders and management under which non-management shareholders may, directly or indirectly, participate in or influence the management of our business affairs.  The following is a brief account of the business experience of each of our directors and executive officers.  There is no family relationship between any director or executive officer.


Eric R. Boyer , is one of our co-founders and has served as our President, Chief Executive Officer and as a Director since our inception on June 28, 2010.  Mr. Boyer has more than 24 years experience in the radio and television industry.  He currently is a partner and the Senior Editor at Prism Digital Post, a company he helped co-found in March 2000 and is presently located in Alexandria, Virginia.  Mr. Boyer's creativity has been utilized in many national advertising and marketing campaigns, and can still be seen today.  Mr. Boyer’s duties include editing and creative input on all phases of production.  Prior clients include Choice Hotels, Arby's, Southwest Airlines, Southwestern Bell, Bell Atlantic, Ponderosa Restaurants, Texas and Maryland tourism departments, and a broad spectrum of political races around the country.  


Concurrently, Mr. Boyer is also the Program and Music Director for Carib Broadcasting, Island 92, located in St. Maarten, Netherland Antilles, which broadcasts on the radio frequency FM 91.9.  He has been consulting and programming for Island 92 since 2005.  Mr. Boyer started his radio career in Chambersburg, PA at WIKZ radio part-time in 1986 and continued working in radio for nine years at radio station WQCM in Hagerstown, Maryland.  While consulting for Island 92 radio he has been responsible for upgrading their computers and electronics, expanding and modernizing their broadcasting studio, and improving their website ( www.island92.com ) to make Island 92 one of the top radio stations in the northeast Caribbean and on the Internet.  Island 92 now has regular listeners around the world including the United States, Canada, Caribbean, United Kingdom, Holland, Asia and South America.




23




Mr. Boyer is not currently an officer or director of any other reporting company.  Mr. Boyer intends to devote approximately 50% of his business time to our affairs.


Nina E. Edstrom , is one of our co-founders and has served as our Treasurer, Secretary, Chief Financial Officer and as a Director since our inception on June 28, 2010.  Ms. Edstrom brings to Island Radio extensive accounting and legal expertise and experience.  Prior to joining Island Radio, Ms. Edstrom worked three years as the Financial Controller for Bamboo Bernies, a multi-unit chain of restaurants doing business under various restaurant names and themes on the Caribbean island of St. Maarten, Netherland Antilles.  Her duties there included, without limitation, developing budgets, implementing various cost controls, making sure standard accounting practices and reporting requirements were properly followed, maintaining corporate compliance matters with local and US agencies regarding finances, taxes, labor concerns, environmental and commercial issues.  Prior to working at Bamboo Bernies, Ms. Edstrom spent over five years within the contact center industry in Sweden at companies including Compeer AB, Telepass AB and MultiNetPartner AB where she held the position of Information Manager.  Ms. Edstrom, a native of Sweden, speaks five languages and is a graduate from the prominent Lund University in Sweden where her major was antitrust law.


Ms. Edstrom is not currently an officer or director of any other reporting company.  Ms. Edstrom intends to devote at least 75% of her business time to our affairs.


Committees of the Board of Directors


Our Board of Directors presently does not have any active committees.



EXECUTIVE COMPENSATION


The following table sets forth information with respect to compensation paid by us to our officers from inception on June 28, 2010 through August 20, 2010.  Our fiscal year end is December 31.  No compensation has been paid to our officers from inception on June 28, 2010 through August 20, 2010.  We have no plans to begin paying our officers any cash compensation until our business becomes operationally profitable.


Summary Compensation Table


(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)










Name and Principal

Position











Year










Salary

($)










Bonus

($)









Stock

Awards

($)









Option

Awards

($)





Non-Equity Incentive Plan Compen-sation

($)

Change in Pension Value & Nonqual-ified Deferred Compen-sation Earnings ($)








All Other Compen-sation

($)










Totals

($)

 

 

 

 

 

 

 

 

 

 

Eric Boyer

President, CEO


2010


0


0


0


0


0


0


0


0

 

 

 

 

 

 

 

 

 

 

Nina Edstrom, CFO,

Secretary, Treasurer


2010


0


0


0


0


0


0


0


0





24




The following table sets forth information with respect to compensation paid by us to our directors from inception on June 28, 2010 through August 20, 2010.  Our fiscal year end is December 31.


Director Compensation Table


(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)










Name





Fees

Earned

or

Paid in

Cash

($)








Stock

Awards

($)








Option

Awards

($)







Non-Equity Incentive Plan Compensation

($)



Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)







All Other

Compen-sation

($)









Total

($)

 

 

 

 

 

 

 

 

Eric Boyer

0

0

0

0

0

0

0

Nina Edstrom

0

0

0

0

0

0

0


All compensation received by our officers and directors has been disclosed.  There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.


Employment Agreements


We have not entered into any employment agreements with any of our officers or directors.  As of the date of this prospectus we had no employees other than those listed above.  All future employment arrangements are subject to the discretion of our Board of Directors.


Long-Term Incentive Plan Awards


We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.


Director Compensation


Each of our directors received 2,000,000 shares of our common stock as compensation for their services, which were issued as Founder’s Shares.  We have no plans to begin paying our directors any cash compensation until our business becomes operationally profitable.  We may, however, reimburse our directors for any out-of-pocket travel and lodging expenses associated with their attendance of Board meetings.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth information regarding beneficial ownership as of the date of this prospectus by (i) each named executive officer, (ii) each member of our Board of Directors, (iii) each person deemed to be the beneficial owner of more than five percent (5%) of any class of our common stock, and (iv) all of our executive officers and directors as a group.  Unless otherwise indicated, each person named in the following table is assumed to have sole voting power and investment power with respect to all shares of our common stock listed as owned by such person.




25




As of the date of this prospectus, we had 6,000,000 shares of common stock issued and outstanding and no shares of preferred stock issued and outstanding.



Name of

Beneficial Owner


Shares of

Common Stock

Percentage of

Class

(Common)


Shares of

Preferred Stock

Percentage of

Class

(Preferred)

 

 

 

 

 

Officers and Directors

Eric Boyer,

President and CEO


2,000,000


33.3%


-0-


0%

 

 

 

 

 

Nina Edstrom, CFO,

Treasurer and Secretary


2,000,000


33.3%


-0-


0%

 

 

 

 

 

All officers and directors as a group (2 persons)


4,000,000


66.6%


-0-


0%

 

 

 

 

 

Five Percent Stockholders


Taurus Financial Partners, LLC (1)


2,000,000


33.3%


-0-


0%


(1)

Taurus Financial Partners, LLC received 2,000,000 shares of our common stock valued at $20,000, or $0.01 a share, on June 29, 2010 in consideration of its services of assisting with the creation and early development of our business.  J. Scott Sitra is the sole owner and control person of Taurus Financial Partners, LLC.


 

DESCRIPTION OF SECURITIES


Common Stock


Our Articles of Incorporation authorize us to issue up to 25,000,000 shares of common stock, $0.001 par value.  Each holder of our common stock is entitled to one (1) vote for each share held of record on all voting matters we present for a vote of stockholders, including the election of directors.  Holders of common stock have no cumulative voting rights or preemptive rights to purchase or subscribe for any stock or other securities, and there are no conversion rights or redemption or sinking fund provisions with respect to our common stock.  All shares of our common stock are entitled to share equally in dividends from sources legally available when, and if, declared by our Board of Directors.


Our Board of Directors is authorized to issue additional shares of common stock not to exceed the amount authorized by the Articles of Incorporation, on such terms and conditions and for such consideration as the Board may deem appropriate without further stockholder action.


In the event of our liquidation or dissolution, all shares of our common stock are entitled to share equally in our assets available for distribution to stockholders.  However, the rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of preferred stock that our Board of Directors may decide to issue in the future.


As of the date of this prospectus we had 6,000,000 shares of common stock issued and outstanding.


Preferred Stock


Our Articles of Incorporation authorize us to issue up to 5,000,000 shares of preferred stock, $0.001 par value.  Our Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms.  We believe that the Board of Directors’ power to set the terms of, and our ability to issue, preferred stock will provide flexibility in connection with possible financing or acquisition transactions in the future.  The issuance of preferred stock, however, could adversely affect the



26




voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders.  The presence of outstanding preferred stock could also have the effect of delaying, deterring or preventing a change in control of our company.  


As of the date of this prospectus we had no shares of preferred stock issued or outstanding.  Further, we have no present plans to issue any shares of preferred stock.


Dividend Policy


We have never declared or paid cash dividends.  We currently intend to retain all future earnings for the operation and expansion of our business and do not anticipate paying cash dividends on the common stock in the foreseeable future.  Any payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, contractual restrictions and other factors deemed relevant by our directors.


Share Purchase Warrants

 

We have not issued and do not have outstanding any warrants to purchase shares of our stock.

 

Options

 

We have not issued and do not have outstanding any options to purchase shares of our stock.

 

Convertible Securities

 

We have not issued and do not have outstanding any securities convertible into shares of our stock or any rights convertible or exchangeable into shares of our stock.


Shares Eligible for Future Sale


The 2,500,000 shares of common stock registered in this offering will be freely tradable without restrictions under the Securities Act.  No shares held by our affiliates (officers, directors or 10% shareholders) are being registered hereunder.  Our 6,000,000 issued and outstanding shares have been held since June 29, 2010, and are subject to the restrictions and sale limitations imposed by Rule 144.  Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition.


The eventual availability for sale of substantial amounts of common stock under Rule 144 could adversely affect prevailing market prices for our securities, if a market ever develops.



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND CORPORATE GOVERNANCE


We are currently operating out of office space controlled by our president and chief executive officer, Eric Boyer.  This arrangement was agreed upon by Mr. Boyer on a rent-free basis for an indeterminate period of time.  Further, Mr. Boyer has verbally agreed to temporarily loan us, without charge, some of his personal broadcasting equipment as well as access to his extensive library of digital broadcast quality music.  There is no written agreement or other material terms or arrangements relating to these arrangements.  Should Mr. Boyer become uninvolved in our business these arrangements would certainly come to an end, and we would be required to seek office space elsewhere and replace the borrowed broadcasting equipment and music library, potentially at great expense to us.


Other than the foregoing, we do not currently have any conflicts of interest.  We have not yet formulated a policy for handling conflicts of interest.  However, we intend to do so upon completion of this offering and, in any event, prior to hiring any additional employees.


On June 29, 2010 we issued an aggregate of 4,000,000 restricted shares of common stock, par value $0.001, to our directors, Eric Boyer and Nina Edstrom, as founder stock; each received 2,000,000 shares.





27




LEGAL PROCEEDINGS

 

No officer, director, or persons nominated for these positions, and no promoter or significant employee of our corporation has been involved in legal proceedings that would be material to an evaluation of our management.  We are not aware of any pending or threatened legal proceedings involving Island Radio, Inc.

 

During the past five (5) years, Eric Boyer and Nina Edstrom have not been the subject of the following events:

 

1)

Any bankruptcy petition filed by or against any business of which either Mr. Boyer or Ms. Edstrom were a general partner or executive officer either at the time of the bankruptcy or within two (2) years prior to that time;


2)

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding;


3)

An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Boyer’s or Ms. Edstrom’s involvement in any type of business, securities or banking activities; and


4)

Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.



INTERESTS OF NAMED EXPERTS AND COUNSEL


Our financial statements included in this prospectus and the registration statement have been audited by M&K CPAS, PLLC, Independent Registered Public Accounting Firm, of Houston, Texas to the extent and for the periods set forth in their report appearing elsewhere in this prospectus and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

 

The Law Offices of James J. Egan, our legal counsel, has provided an opinion on the validity of our common stock.  We retained their counsel solely for the purpose of providing this opinion and have not received any other legal services from this firm.



DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES


Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws.  We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction.  We will then be governed by the court's decision.



ADDITIONAL INFORMATION


We have filed a registration statement on Form S-1 under the Securities Act with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus.  This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of our company.  We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving our company and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials.  You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the SEC's principal office in Washington, D.C.  Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the SEC, Room 1580, 100 F Street NE, Washington D.C. 20549.  Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on



28




the operation of the public reference rooms.  The Securities and Exchange Commission also maintains a website at www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the SEC.  Our registration statement and the referenced exhibits can also be found on this site.

 


REPORTS TO SECURITY HOLDERS

 

Upon effectiveness of this prospectus, we will be subject to the reporting and other requirements of the Exchange Act and we intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each fiscal year.




29






FINANCIAL STATEMENTS


Table of Contents


Item

Page

 

 

Report of Independent Registered Public Accounting Firm

F-2

 

 

Balance Sheet

F-3

 

 

Statement of Operations

F-4

 

 

Statement of Stockholders’ (Deficit)

F-5

 

 

Statement of Cash Flows

F-6

 

 

Notes to the Financial Statements

F-7




F - 1






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the Board of Directors

Island Radio, Inc. (A Development Stage Company)

Alexandria, Virginia



We have audited the accompanying balance sheet of Island Radio, Inc. (A Development Stage Company) (the “Company”) as of August 20, 2010 and the related statement of operations, stockholders' deficit and cash flows for the period from June 28, 2010 (inception) to August 20, 2010.  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 audit.


 We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Island Radio, Inc. (A Development Stage Company) as of August 20, 2010 and the results of its operations and cash flows for the period described above 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.  The Company has not established a source of revenues sufficient to cover its operating costs, and as such, has incurred an operating loss since its inception. These matters raise substantial doubt about the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern. See note 2 to the financial statements for further information regarding this uncertainty.


/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

September 9, 2010





F-2






ISLAND RADIO, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEET

August 20, 2010



ASSETS


Total assets:

$

-



LIABILITIES AND STOCKHOLDERS’ (DEFICIT)


Current liabilities:

 

 

 

Accounts payable

$

414

 

 

 

414

 

 

 

 

Total liabilities

$

414

 

 

 

Commitments and contingencies

 

-

 

 

 

Stockholders’ (deficit):

 

 

 

Preferred stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and
     outstanding

 


-

 

Common stock, $0.001 par value, 25,000,000 shares authorized; 6,000,000 shares issued and  
     outstanding


$


6,000

 

Additional paid-in capital

 

14,000

 

(Deficit) accumulated during the development stage

 

(20,414)

 

 

 

 

 

Total stockholders’ (deficit)

$

(414)

 

 

 

Total liabilities and stockholders’ (deficit)

$

-























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



F-3






ISLAND RADIO, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF OPERATIONS

For the period from June 28, 2010 (inception) to August 20, 2010



Revenues, net

$

-

 

 

 

Cost of revenues

 

-

 

 

 

Gross profit

 

-

 

 

 

Expenses:

 

 

 

General and administrative

 

414

 

Consultant fees

 

20,000

 

Total expenses

 

20,414

 

 

 

 

(Loss) from operations

 

(20,414)

 

 

 

Provision for income taxes

 

-

 

 

 

Net (loss)

$

(20,414)

 

 

 

(Loss) per common share, basic and diluted

$

(0.00)

 

 

 

Weighted average number of common shares outstanding, basic and diluted

 

6,000,000



























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



F-4






ISLAND RADIO, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ (DEFICIT)

For the period from June 28, 2010 (inception) to August 20, 2010







Description

 




Common Stock

 



Additional

Paid-In

Capital

 

(Deficit)

Accumulated

During the

Development

Stage

 





Total

 

Shares

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 28, 2010

(inception)

 


-


$


-


$


-


$


-


$


-

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares to

directors (founder’s shares)



4,000,000

 


4,000

 


(4,000)

 


-

 


-

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares to

consultants

 


2,000,000

 


2,000

 


18,000

 


-

 


20,000

 

 

 

 

 

 

 

 

 

 

 

Net (loss) for the period

 

-

 

-

 

-

 

(20,414)

 

(20,414)

 

 

 

 

 

 

 

 

 

 

 

Balance, August 20, 2010

 

6,000,000

$

6,000

$

14,000

$

(20,414)

$

(414)






























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



F-5






ISLAND RADIO, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CASH FLOWS

For the period from June 28, 2010 (inception) to August 20, 2010



Cash flows from operating activities:

 

 

 

Net (loss)

$

(20,414)

 

Adjustments to reconcile net (loss) to net cash (used in) operating activities:

 

 

 

 

Common stock issued in connection with services provided by consultants

 

20,000

 

Changes in operating assets and liabilities:

 

 

 

 

Increase in accounts payable

 

414

 

 

 

 

Net cash (used in) operating activities

 

-

 

 

 

Net increase in cash

 

-

 

 

 

Cash – beginning of period

 

-

 

 

 

Cash – end of period

$

-

 

 

 

Non-cash investing and financing activities:

 

 

 

Issuance of common shares to directors (founder’s shares)

$

4,000

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

Cash paid during the period for:

 

 

 

 

Interest

$

-

 

 

 

 

 

 

 

Income taxes

$

-


























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



F-6






ISLAND RADIO, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

August 20, 2010


NOTE 1 – Summary of Significant Accounting Policies


Organization


Island Radio, Inc. (“Company” or “Island Radio”) is a development stage company with minimal operations.  Island Radio was incorporated under the laws of the State of Nevada on June 28, 2010.  The Company’s business plan calls for the development of a 24-hour radio program that will be transmitted over commercial FM radio spectrum from radio broadcast towers strategically located throughout the Caribbean region and simulcast worldwide over the Internet.  Island Radio’s broadcasting studio will be based in St. Maarten, Netherland Antilles.


Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP) for financial information and in accordance with the Securities and Exchange Commission’s (SEC) Regulation S-X.  They reflect all adjustments which are, in the opinion of the Company’s management, necessary for a fair presentation of the financial position and operating results as of and for the period June 28, 2010 (inception) to August 20, 2010.


Use of Estimates


The accompanying financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.  Actual results may vary from these estimates.


Cash and Cash Equivalents


For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.  As of August 20, 2010, the Company had no cash or cash equivalents.


Fair Value of Financial Instruments


ASC 820, “Fair Value Measurements” and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value.  A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.  It prioritizes the inputs into three levels that may be used to measure fair value:


Level 1


Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


Level 2


Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.




F-7






Level 3


Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


As of August 20, 2010 we believe that the recorded values of all of our financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.


Net Loss per Share Calculation


Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period.   Diluted earnings per shares is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  During the period June 28, 2010 (inception) to August 20, 2010 the Company had no dilutive financial instruments issued or outstanding.


Income Taxes


The Company accounts for income taxes pursuant to FASB ASC 740, Income Taxes.  Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes.  The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

 

The Company maintains a valuation allowance with respect to deferred tax assets.  Island Radio establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period.  Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

 

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about its ability to realize the related deferred tax asset.  Any change in the valuation allowance will be included in income in the year of the change in estimate.


Fiscal Year


The Company elected December 31st for its fiscal year end.


NOTE 2 – Development Stage Activities and Going Concern


The Company is in the development stage and has minimal operations, and as such has devoted most of its efforts since its inception to developing its business plan, issuing common stock, attempting to raise capital, establishing its accounting systems and other administrative functions.  The Company’s business plan calls for the development of a 24-hour radio program that will be transmitted over commercial FM radio spectrum from radio broadcast towers strategically located throughout the Caribbean region and simulcast worldwide over the Internet with its broadcasting studio to be based in St. Maarten, Netherland Antilles.  The Company intends to conduct additional capital formation activities through the issuance of its common stock and to achieve these long-term business growth strategies.

 

While management of the Company believes that Island Radio will be successful in its planned operating activities under its business plan and capital formation activities, there can be no assurance that it will be able to successfully execute on either of these or that it will be able to generate adequate revenues to earn a profit or sustain its operations.

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United State of America, which contemplate continuation of the Company as a going concern.  The Company has not established a source of revenues sufficient to cover its operating costs, and as such, has incurred an operating loss since its inception.  Further, as of August 20, 2010, the Company had a working capital deficiency of $414.  These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements



F-8






do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.


NOTE 3 – Common Stock


The total number of common shares authorized that may be issued by the Company is 25,000,000 shares with a par value of $0.001 per share.


During the period June 28, 2010 (inception) to August 20, 2010 the Company issued an aggregate of 4,000,000 shares to its directors as Founder’s Shares.  The Company issued another 2,000,000 shares to a consultant for total consideration of $20,000, or $0.01 per share, based on the value of the services performed.


As of August 20, 2010, the Company had 6,000,000 shares of its common stock issued and outstanding.


NOTE 4 – Preferred Stock


The total number of preferred shares authorized that may be issued by the Company is 5,000,000 shares with a par value of $0.001 per share.


As of August 20, 2010, the Company had no shares of its preferred stock issued and outstanding.


NOTE 5 – Income Taxes


The provision (benefit) for income taxes for the period from June 28, 2010 (inception) to August 20, 2010 was as follows, assuming a 35 percent effective tax rate:


 

 

For the period

June 28, 2010

(inception) to

August 20, 2010

 

 

 

Current tax provision:

 

 

 

Federal

 

 

 

Taxable income

$

-

 

 

 

 

 

Total current tax provision

$

-

 

 

 

Deferred tax provision:

 

 

 

Federal

 

 

 

Loss carryforwards

$

145

 

Change in valuation allowance

 

(145)

 

 

 

 

 

Total deferred tax provision

$

-


As of August 20, 2010, the Company had approximately $414 in tax loss carryforwards that can be utilized in future periods to reduce taxable income through 2029.


The Company provided a valuation allowance equal to the deferred income tax assets for the period from June 28, 2010 (inception) to August 10, 2010 because it is not presently known whether future taxable income will be sufficient to utilize the tax loss carryforwards.


The Company has no uncertain tax positions.




F-9






NOTE 6 – Related Party Transactions


As of August 20, 2010, the Company operated out of office space that is being provided to us by our president and chief executive officer, Eric Boyer, free of charge.  Further, Mr. Boyer has verbally agreed to temporarily loan us, free of charge, some of his personal broadcasting equipment as well as access to his extensive library of digital broadcast quality music.


There is no written agreement or other material terms or arrangements relating to these arrangements.


For the period June 28, 2010 (inception) to August 20, 2010 the Company’s rent expense was zero.  This is because of the short time period and the minimal level of operating activities that have transpired during this period of time.


NOTE 7 – Recent Accounting Pronouncements


In May 2009, FASB issued ASC 855, Subsequent Events, which establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date.  Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards.  The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009.  The adoption of ASC 855 did not have a material effect on the Company’s financial statements.


In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place.  The adoption of ASC 105 did not have a material impact on the Company’s consolidated financial statements, but did eliminate all references to pre-codification standards.


In August 2009, FASB issued an amendment to the accounting standards related to the measurement of liabilities that are recognized or disclosed at fair value on a recurring basis.  This standard clarifies how a company should measure the fair value of liabilities and that restrictions preventing the transfer of a liability should not be considered as a factor in the measurement of liabilities within the scope of this standard.  This standard is effective for the Company on October 1, 2009. The adoption of this amendment did not have a material effect on the Company’s consolidated financial statements.


In October 2009, FASB issued an amendment to the accounting standards related to the accounting for revenue in arrangements with multiple deliverables including how the arrangement consideration is allocated among delivered and undelivered items of the arrangement.  Among the amendments, this standard eliminated the use of the residual method for allocating arrangement considerations and requires an entity to allocate the overall consideration to each deliverable based on an estimated selling price of each individual deliverable in the arrangement in the absence of having vendor-specific objective evidence or other third party evidence of fair value of the undelivered items.  This standard also provides further guidance on how to determine a separate unit of accounting in a multiple-deliverable revenue arrangement and expands the disclosure requirements about the judgments made in applying the estimated selling price method and how those judgments affect the timing or amount of revenue recognition.  This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.


In October 2009, the FASB issued an amendment to the accounting standards related to certain revenue arrangements that include software elements.  This standard clarifies the existing accounting guidance such that tangible products that contain both software and non-software components that function together to deliver the product’s essential functionality, shall be excluded from the scope of the software revenue recognition accounting standards.  Accordingly, sales of these products may fall within the scope of other revenue recognition standards or may now be within the scope of this standard and may require an allocation of the arrangement consideration for each element of the arrangement.  This standard, for which the Company is currently assessing the impact, will become effective on January 1, 2011.


In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend.  This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis.  The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements.



F-10







In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.


The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its consolidated financial statements.









F-11







PART II – INFORMATION NOT REQUIRED IN PROSPECTUS



OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION


The following table sets forth the costs and expenses to be paid in connection with the common stock being registered, all of which will be paid by us in connection with this offering.  All amounts are estimates except for the registration fee.


Accounting and audit fees

$3,000

Legal fees and expenses

3,500

SEC registration fee

2

Transfer agent fees

500

Total

$7,002



INDEMNIFICATION OF DIRECTORS AND OFFICERS


Under our Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his/her position, if he/she acted in good faith and in a manner he/she reasonably believed to be in our best interest.  We may advance expenses incurred in defending a proceeding.  To the extent that the officer or director is successful on the merits in a proceeding as to which he/she is to be indemnified, we must indemnify him/her against all expenses incurred, including reasonable attorney's fees.  With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order.  The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.


Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to officers or directors under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.



RECENT SALES OF UNREGISTERED SECURITIES


Set forth below is information regarding the issuance and sales of securities without registration since inception.


On June 29, 2010, we issued 2,000,000 shares of common stock, $0.001 par value, to each Eric Boyer and Nina Edstrom, aggregating 4,000,000 shares of common stock, in consideration of their services to us as officers and directors.  We issued these shares as Founder’s Shares.  In connection with this issuance, we relied upon the exemption from the registration requirements pursuant to the provisions of Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering.  By virtue of Mr. Boyer’s and Ms. Edstrom’s relationships with us, each had access to all relevant information relating to our business and represented that they each had the required investment intent.  In addition, the securities issued bore an appropriate restrictive legend.


On June 29, 2010, we issued 2,000,000 shares of common stock to Taurus Financial Partners, LLC in consideration of its services of assisting with the creation and early development of our business.  We valued these services at $20,000, or $0.01 a share.  In connection with this issuance, we relied upon the exemption from the registration requirements pursuant to the provisions of Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering.  By virtue of its relationship to us, Taurus Financial Partners had access to all relevant information relating to our business and represented that it had the required investment intent.  In addition, the securities issued bore an appropriate restrictive legend.





II - 1






EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


Exhibit Number

 


Description of Exhibit

 

 

 

 3.1

 

Articles of Incorporation

3.2

 

Bylaws

5.1

 

Legal Opinion of the Law Offices of James J. Egan

23.1

 

Consent of M & K CPAS, PLLC, Independent Registered Public Accounting Firm

23.2

 

Consent of Legal Counsel (contained in exhibit 5.1)



UNDERTAKINGS


The undersigned Registrant hereby undertakes:

 

1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:


a)

Include any prospectus required by Section 10(a)(3) of the Securities Act;


b)

Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and


c)

Include any additional or changed material information on the plan of distribution.


2)

To, for the purpose of determining any liability under the Securities Act, treat each post-effective amendment as a new registration statement relating to the securities offered herein, and to treat the offering of such securities at that time to be the initial bona fide offering thereof.


3)

To remove from registration, by means of a post-effective amendment, any of the securities being registered hereby that remains unsold at the termination of the offering.


4)

For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

a)

Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;


b)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;


c)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and




II-2






d)

Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.


Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in  the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.


Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

 


SIGNATURES



In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this Registration Statement to be signed on our behalf by the undersigned, on September 14, 2010.


ISLAND RADIO, INC.




By:

/s/ Eric Boyer                                                                     

Eric Boyer

President, Principal Executive Officer and Director




By:

/s/ Nina Edstrom                                                               

Nina Edstrom

Secretary, Principal Accounting Officer and Director




II-3



[EX31001.JPG]




[EX31002.JPG]




[EX31003.JPG]




[EX31004.JPG]




[EX31005.JPG]




[EX31006.JPG]




[EX31007.JPG]




[EX31008.JPG]



[EX32001.JPG]




[EX32002.JPG]




[EX32003.JPG]




[EX32004.JPG]




[EX32005.JPG]




[EX32006.JPG]




[EX32007.JPG]




[EX32008.JPG]




[EX32009.JPG]




[EX32010.JPG]




[EX32011.JPG]




[EX32012.JPG]




[EX32013.JPG]




[EX32014.JPG]



[EX51001.JPG]




[EX51002.JPG]



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We hereby consent to the incorporation in this Registration Statement on Form S-1, of our report dated September 9, 2010, of Island Radio, Inc. (A Development Stage Company) relating to the financial statements as of August 20, 2010, and the reference to our firm under the caption “Experts” in the Registration Statement.




/s/M&K CPAS, PLLC


www.mkacpas.com

Houston, Texas


September 13, 2010