UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2013~~2014

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _____________

Commission file number: 000-27574

~~IOWORLDMEDIA~~RADIOIO, ~~INCORPORATED~~INC. (Exact name of registrant as specified in its charter)

Florida		59-3350778
Nevada		59-3350778
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5025 West Lemon Street, Suite 200 Tampa, Florida		33609
475 Park Avenue South, 4th Floor New York, New York		10016
(Address of principal executive offices)		(Zip Code)

(212) 486-3364

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes x No o~~

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No No o

Yes x No o

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.

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~Yes o No x~~

Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

As of ~~December~~June 930, ~~2013~~2014, there were ~~238~~ outstanding 6,~~150~~568,~~660~~666 shares of the registrant’s common stock, par value $.001 per share~~, issuable and outstanding~~.

~~IOWORLDMEDIA~~RADIOIO, ~~INCORPORATED~~INC.

Index to Form 10-Q

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Balance Sheets (unaudited) as of September 30, 2013 and December 31, 2012	2
	Consolidated Balance Sheets (unaudited) as of March 31, 2014 and December 31, 2013	2
	Consolidated Statements of Operations (unaudited) for the Three and Nine Months Ended September 30, 2013 and 2012	3
	Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2014 and 2013	3
	Consolidated Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2013	4
	Consolidated Statements of Cash Flows (unaudited) for the Three Months Ended March 31, 2014 and 2013	4
	Notes to the (unaudited) Consolidated Financial Statements	5
	Notes to the Unaudited Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1513
Item 3	Quantitative and Qualitative Disclosures About Market Risk	2116
Item 4.	Controls and Procedures	2116
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	2217
Item 1A	Risk Factors	2217
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2217
Item 3.	Defaults Upon Senior Securities	2217
Item 4	Mine Safety Disclosures	2217
Item 5.	Other Information	2217
Item 6.	Exhibits	2219
Signatures		2320
Index of Exhibits		E-1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this quarterly report on Form 10-Q and other filings of the registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may”, “could”, “estimate”, “intend”, “continue”, “believe”, “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this quarterly report on Form 10-Q. Except as may be required under applicable securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. You should, however, consult further disclosures we make in future filings of our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements because we are considered a penny stock issuer.

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

The accompanying unaudited consolidated financial statements of ~~ioWorldMedia~~ ~~Incorporated~~Radioio, Inc. (“Radioio”) and its wholly-owned subsidiaries Radioio.com, LLC, SearchPlay LLC, io4business, LLC, and Radioio Live, LLC (collectively referred to as the “Company”), as of and for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2013~~2014 and ~~2012~~2013, have been prepared, without audit, in accordance with the rules and regulations of the Securities and Exchange Commission, or(the “SEC”). As permitted by such rules and regulations, we have condensed or omitted certain information and note disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited consolidated financial statements reflect all adjustments, which consist of normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of ~~September~~March 3031, ~~2013~~2014, and includes results of operations and cash flows for the interim periods presented. We derived the consolidated balance sheet at December 31, ~~2012~~2013 from the Company’s audited consolidated financial statements as of that date. These consolidated financial statements and the related notes should be read in conjunction with our consolidated financial statements and notes thereto contained in our annual report on Form 10-K for the year ended December 31, ~~2012~~2013 filed with the SEC. The results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2013~~2014 are not necessarily indicative of the results that may be expected for any future periods for the year ending December 31, ~~2013~~2014 or subsequent years.

~~ioWorldMedia~~Radioio, ~~Incorporated~~Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

	September 30, 2013			December 31, 2012
	March 31, 2014			December 31, 2013
ASSETS
Current assets
Cash	$	~~238~~58,~~405~~792		$	17148,~~865~~536
Accounts receivable		83105,~~525~~723			28106,~~626~~124
Inventory		28,290			-
Unbilled receivables		13,523			5,675
Unbilled receivables		7,715			46,176
Inventory		30,763			14,911
Prepaid consulting		7884,~~750~~325			~~236~~76,~~250~~872
Prepaid expenses		7246,~~310~~185			~~123~~37,~~686~~539
Total current assets		~~508~~339,~~995~~311			~~452~~389,~~603~~657
Property and equipment, net of accumulated depreciation		6856,~~062~~102			8662,~~250~~125
Other assets
Prepaid consulting		-			~~138~~63,~~377~~017
Goodwill		-			1,204,000
Total assets	$	395,413		$	514,799
Total other assets		-			1,342,377
Total assets	$	577,057		$	1,881,230
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Advances from related parties	$	-		$	38,670
Accounts payable and accrued expenses (includes related parties of $309,072 as of March 31, 2014 and $235,818 as of December 31, 2013)	$	1,028,984		$	933,896
Notes payable		400,000			400,000
Deferred revenue		208,699			288,281
Convertible debentures, net of discount of $92,092		7,908			-
Other liability		400,000			400,000
Convertible debentures - related parties, net of discount of $257,608		419,865			-
Share liability		21,830			18,645
Accounts payable and accrued expenses		949,133			760,480
Total current liabilities		1,659,513			1,640,822
Deferred revenue		331,336			317,295
Deferred revenue, non-current		8,190			5,895
Share liability		483,379			-
Total liabilities		1,667,703			1,646,717
Total current liabilities		2,591,621			1,516,445
Deferred revenue, non-current		1,770			69,079
Total liabilities		2,593,391			1,585,524
Temporary Equity
Convertible preferred stock, $.001 par value, 5,000,000 shares authorized, 3,025,000 shares issued and 3,000,000 outstanding at both September 30, 2013 and December 31, 2012		5,772,304			5,772,304
Stockholders' deficiency
Common stock, $.001 par value; 250,000,000 authorized, 238,150,660 shares issued and outstanding at September 30, 2013 and 226,872,246 issued and outstanding at December 31, 2012		238,151			226,979
Common stock, $.001 par value; 100,000,000 authorized, 5,928,818 shares issued and outstanding at March 31, 2014 and 5,524,042 issued and outstanding at December 31, 2013		5,929			5,524
Additional paid-in capital		6067,~~179~~840,~~676~~601			5967,~~720~~578,~~980~~506
Treasury stock, 25,000 shares of convertible preferred stock, at cost		(25,931	)		(25,931	)
Accumulated deficit		(69,118,820	)		(68,715,948)	)
Accumulated deficit		(68,180,534	)		(65,398,626	)
Total stockholders' deficiency		(1,272,290	)		(1,131,918)	)
Total stockholders' deficiency		(7,788,638	)		(5,476,598	)
Total liabilities and stockholders' deficiency	$	395,413		$	514,799
Total liabilities and stockholders' deficiency	$	577,057		$	1,881,230

See notes to consolidated financial statements.

~~ioWorldMedia~~Radioio, ~~Incorporated~~Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2013			2012			2013			2012
	2014			2013
Sales	$	~~464~~253,~~771~~704		$	~~397~~389,~~644~~326		$	~~1,234,292~~		$	~~1,202,915~~
Cost of sales		~~311~~125,~~243~~312			~~190~~232,~~494~~189			~~760,545~~			~~552,997~~
Gross profit		~~153~~128,~~528~~392			~~207~~157,~~150~~137			~~473,747~~			~~649,918~~
Operating expenses:
Selling, general and administrative		1525,~~135,320~~241			~~405~~383,~~171~~165			~~1,980,820~~			~~1,155,364~~
Impairment of goodwill		1,204,000			-			1,204,000			-
Depreciation		6,023			6,126
Depreciation		6,031			6,208			18,188			34,474
Total expenses		531,264			389,291
Total expenses		2,345,351			411,379			3,203,008			1,189,838
Net loss	$	(402,872	)	$	(232,154	)
Loss from operations		(2,191,823	)		(204,229	)		(2,729,261	)		(539,920	)
Net loss per weighted share, basic and diluted	$	(0.07	)	$	(0.10	)
Other (expense) income
Weighted average number of common shares outstanding, basic and diluted		5,618,490			2,268,782
Interest expense		(51,647	)		-			(51,647	)		-
Net loss before provision for income taxes		(2,243,470	)		(204,229	)		(2,780,908	)		(539,920	)
Provision for income taxes		1,000			-			1,000			-
Net loss	$	(2,244,470	)	$	(204,229	)	$	(2,781,908	)	$	(539,920	)
Net loss per weighted share, basic and fully diluted	$	(0.01	)	$	0.00		$	(0.01	)	$	0.00
Weighted average number of common shares outstanding, basic and fully diluted		238,150,660			211,020,554			232,578,095			179,420,920

See notes to consolidated financial statements.

~~ioWorldMedia~~Radioio, ~~Incorporated~~Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2013			2012
	2014			2013
Cash flows from operating activities
Net loss	$	(2402,~~781,908~~872	)	$	(~~539~~232,~~920~~154	)
Adjustment to reconcile net loss to net cash used in operating activities:
Impairment of goodwill		1,204,000			-
Depreciation		6,023			6,126
Depreciation		18,188			34,474
Equity-based consulting expense		15,685			-
Equity-based compensation		480,000			-
Equity-based consulting expense		3,379			-
Accretion of discount on convertible debentures		30,168			-
Changes in operating assets and liabilities:
Accounts receivable		~~(54,899~~401	)		(92,~~807~~587	)
Inventory		(28,290	)		-
Unbilled receivables		(7,848	)		16,687
Accounts payable and accrued expenses		283,963			225,818
Inventory		(15,852	)		(12,240	)
Unbilled receivables		38,461			(9,918	)
Accounts payable and accrued expenses		95,088			105,321
Prepaid expenses		51(8,~~376~~646	)		12,~~464~~049
Prepaid consulting		~~295~~55,~~877~~564			~~144~~79,~~987~~314
Deferred revenue		(5377,~~268~~287	)		(~~199~~69,~~127~~706	)
Net cash used in operating activities		(~~512~~339,~~953~~744	)		(~~352~~107,~~029~~190	)
Cash flows from investing activities
Capital expenditures		-			(10,703	)
Net cash used in investing activities		-			(10,703	)
Cash flows from financing activities
Proceeds from issuance of common stock		90250,000			~~150,000~~-
Advances from related party stockholders		~~293,493~~-			~~216~~94,~~196~~101
Proceeds from issuance of convertible debentures		350,000			-
Net cash provided by financing activities		250,000			94,101
Net cash provided by financing activities		733,493			366,196
Net decrease in cash		(89,744	)		(13,089	)
Net increase in cash		220,540			3,464
Cash, beginning of period		148,536			17,865
Cash, beginning of period		17,865			14,319
Cash, end of period	$	58,792		$	4,776
Cash, end of period	$	238,405		$	17,783
Supplemental disclosure of non-cash financing activities:
Conversion of related party advances to convertible debentures	$	332,163		$	-
Conversion of advances from related parties to convertible debentures	$	95,310		$	-
Beneficial conversion feature related to issuance of convertible debentures	$	379,868		$	-

See notes to consolidated financial statements.

~~ioWorldMedia~~Radioio, ~~Incorporated~~Inc. and Subsidiaries

Notes to the Unaudited Consolidated Financial Statements

1. Nature of ~~operations~~Operations

Radioio previously filed reports with the SEC under the name ioWorldMedia, Incorporated (“ioWorldMedia”)~~, currently~~. ioWorldMedia was incorporated as a Florida corporation in January 1995 under the name “PowerCerv Corporation~~, operates~~” an(“PowerCerv”). In ~~Internet~~January ~~media~~2006, ~~platform~~PowerCerv ~~that~~changed ~~provides~~its ~~streamed~~corporate ~~music~~name to ~~various audiences~~ioWorldMedia. On ~~The~~October ~~Company~~29, ~~broadcasts~~2013, ~~140~~ioWorldMedia ~~streaming~~entered ~~channels,~~into an Agreement and ~~offers~~Plan ~~internet~~of ~~radio~~Merger ~~services~~with Radioio, a Nevada corporation and ~~various~~wholly-owned ~~genres~~subsidiary of ~~music~~ioWorldMedia, ~~ranging~~which ~~from~~provided ~~high-brow~~for ~~classical~~the tomerger ~~acid~~of ~~rock.~~ioWorldMedia Itwith ~~also~~and ~~operates~~into aRadioio, ~~background~~with ~~music~~Radioio ~~and~~continuing ~~messaging~~as ~~system~~the surviving corporation (the “Merger”). The transaction constituted an exchange of shares necessary for ~~businesses~~legal purposes; however, ~~such~~the astransaction ~~specialty~~lacks ~~retail~~substance ~~and~~for ~~department~~accounting ~~stores,~~purposes ~~offices,~~since ~~restaurants,~~ownership ~~hotels,~~interests ~~casinos,~~did ~~showrooms~~not change. Accordingly, ~~and~~the ~~salons~~transaction has been accounted for based on existing carrying amounts. All Inshare ~~addition,~~and ~~ioWorldMedia~~per ~~offers~~share ~~access~~amounts have been restated to ~~live~~retroactively ~~and~~reflect ~~archived~~this ~~live~~transaction. The ~~content;~~Merger ~~and~~became ~~io2go~~effective on December 11, 2013. The Merger was effectively a ~~radio~~change ~~application~~in the corporation’s domicile state and the existing common stockholders of ioWorldMedia received 1 share of Radioio common stock for ~~smartphones.~~every 100 shares of ioWorldMedia, ~~Incorporated~~common ~~was~~stock ~~incorporated~~held inand ~~1995~~the existing preferred stockholders received .4950495 ~~The~~of ~~Company~~a ~~was~~share ~~formerly~~of ~~known~~Radioio common stock for each share of ioWorldMedia preferred stock held. Radioio accounted for this transaction as ~~PowerCerv~~an ~~Corporation~~increase to additional paid-in capital and ~~changed~~common ~~its~~stock ~~name~~and toa ~~ioWorldMedia,~~reduction ~~Incorporated~~of convertible preferred stock in ~~January~~the ~~2006~~amount of $5,772,304.

2The Company operates an Internet media platform that provides streamed music to targeted audiences. The ~~Basis~~Company broadcasts 140 streaming channels, and offers internet radio services and popular genres of ~~presentation~~music ranging from high-brow classical to acid rock and live talk radio, through its subsidiaries. The Company also provides a full-service background music and messaging ecosystem for large franchise businesses and other vertical markets, such as retail, hospitality and health and wellness. Direct to consumer Internet content distribution includes subscription-based talk radio and Internet radio services with extensive genres of customized music, including classical, new age and country.

~~The accompanying unaudited consolidated financial statements have been prepared assuming the Company will continue as a going concern~~2. ~~However,~~ Basis ~~the Company has incurred significant recurring operating losses, negative cash flows from operations, has a working capital deficiency, and an accumulated deficit~~ of approximately $68,200,000 as of September 30, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon management’s ability to generate profitable operations in the future and obtain the necessary financing to meet obligations and repay liabilities arising from business operations when they come due. If the Company does not generate profitable operations or obtain the necessary financing, the Company may not have enough operating funds to continue to operate as a going concern. Securing additional sources of financing to enable the Company to continue the development and commercialization of proprietary technologies will be difficult and there is no assurance of the Company’s ability to secure such financing. A failure to generate profitable operations or obtain additional financing could prevent the Company from making expenditures that are needed to pay current obligations, allow the hiring of additional resources and continue development of its products, services and technologies. The Company continues to actively seek additional capital through private placements of equity and debt.Presentation

AtThe ~~current~~accompanying ~~cash~~unaudited ~~levels~~consolidated ~~management~~financial ~~believes~~statements ithave ~~has~~been ~~sufficient~~prepared ~~funds~~assuming tothe ~~operate~~Company ~~through~~will continue as a going concern. However, the ~~first~~Company ~~quarter~~has incurred significant recurring operating losses, negative cash flows from operations, has a working capital deficiency of approximately $1,320,000, and an accumulated deficit of approximately $69,119,000 as of March 31, 2014. IfThese ~~additional~~factors ~~financing~~raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon management’s ability to generate profitable operations in the future and obtain the necessary financing to meet obligations and pay liabilities arising from business operations when they come due. If the Company does not ~~obtained~~generate profitable operations or obtain the necessary financing, the Company ~~will~~may not behave ~~able~~enough operating funds to ~~execute~~continue ~~its~~to ~~business~~operate ~~plan~~as a going concern. ~~The~~Securing ~~Company~~additional ~~may~~sources beof ~~able~~financing to ~~mitigate~~enable ~~these~~the ~~factors~~Company ~~through~~to continue the ~~generation~~development and commercialization of ~~revenue~~proprietary ~~from~~technologies ~~increased~~will ~~sales,~~be ~~slowing~~difficult and there is no assurance of the ~~payment~~Company’s ability to ~~vendors~~secure such financing. A failure to generate profitable operations or obtain additional financing could prevent the Company from making expenditures that are needed to pay current obligations, ~~and~~allow the ~~completion~~hiring of additional personnel and continue development of its products, services and technologies. The Company continues to actively seek additional capital through private placements of equity and~~/or~~ debt ~~financings~~.

3Management believes it has access to sufficient funds to continue current operations through September 30, 2014. ~~Summary~~If additional financing is not obtained, the Company will not be able to execute its business plan and will need to curtail certain of ~~significant~~its ~~accounting~~operations. The ~~policies~~Company may be able to mitigate these factors through the generation of revenue from increased sales and slowing its payments to vendors.

~~The~~3. Summary ~~consolidated financial statements include the accounts~~ of ~~ioWorldMedia~~Significant ~~and~~Accounting its wholly-owned subsidiaries, Radioio.com, LLC, Search Play, LLC, io4business, LLC, and Radioio Live, LLC (sometimes collectively referred to herein as the “Company”). All significant intercompany transactions and accounts have been eliminated in consolidation.Policies

The unaudited consolidated financial statements include the accounts of Radioio and its wholly-owned subsidiaries, Radioio.com, LLC, Search Play, LLC, io4business, LLC, and Radioio Live, LLC. All significant intercompany transactions and accounts have been eliminated in consolidation.

Use of Estimates

The preparation of unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities at the date of the unaudited consolidated financial statements, as well as their related disclosures. Such estimates and assumptions also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. ~~The significant estimates and assumptions made by the Company include the impairment analysis of the goodwill and other long-lived assets and the valuation allowances for the net deferred tax assets.~~

Fair Value of Financial Instruments

The Company’s carrying amount reported in the consolidated balance sheet for cash, accounts receivable, and accounts payable approximates fair value due to the immediate or short-term maturity of these financial instruments. The carrying values of the convertible debentures payable and other debt approximate their fair values. To determine the fair value of the convertible debentures, the Company estimated the fair value first by calculating the value of the shares issuable on conversion and subtracting out the face value of the note to determine the value of the beneficial conversion feature at the date of issuance. Next, the Company subtracted the beneficial conversion feature value from the face value of the note, up to the face value of the note, and accreted the value of the beneficial conversion feature from the date of issuance through September 30, 2013 using the effective interest rate method, where possible. In instances when the convertible debenture was discounted to zero, the simple interest method was used.

Accounts Receivable

Accounts receivable consists of trade receivables recorded at the original invoice amount, less an estimated allowance for uncollectible accounts and discounts. Trade credit is generally extended on a short-term basis; thus, trade receivables do not bear interest. Trade receivables are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Changes in the estimated collectability of trade receivables are recorded in the results of operations for the period in which the estimate is revised. Trade receivables that are deemed uncollectible are offset against the allowance for uncollectible accounts. The Company generally does not require collateral for trade receivables. No allowance for doubtful accounts was recorded ~~for~~as ~~the~~of ~~three~~March ~~and~~31, ~~nine~~2014 ~~months~~and ~~ended~~December ~~September 30~~31, 2013 ~~and 2012~~.

Inventory

Inventory consists of ~~all~~ finished goods, comprised of radio players, and is stated at the lower of cost or market determined by the average cost method. Inventory items designated as obsolete or slow moving are reduced to net realizable value.

Unbilled Receivables

Unbilled receivables represent estimates of advertising revenue tonot beyet ~~earned by third parties placing advertisements with the Company~~billed.

Property and Equipment

~~Equipment~~Property and equipment is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance are expensed as incurred while betterments and improvements are capitalized. When the assets are sold or retired, their cost and related accumulated depreciation are removed from the accounts with the resulting gain or loss reflected in the consolidated statements of operations.

The Company provides for depreciation and amortization over the following estimated useful lives:

	Years
Computer equipment		3-5
Office equipment		3
Furniture and fixtures		7

Long-Lived Assets

The Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the respective carrying amounts. There were no impairment charges recorded for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2013~~2014 and ~~2012~~2013.

6Prepaid Consulting

Prepaid consulting

The Company recognizes contracts paid in advance of the service period as prepaid consulting. The Company amortizes the prepaid contracts as service is provided by the consultants.

~~Goodwill~~Revenue Recognition

Goodwill represents the premium paid over the fair value of the net tangible and intangible assets acquired in business combinations. Goodwill is not amortized, instead it is tested for impairment on an annual basis as of December 31, or whenever impairment indicators arise. The Company’s ~~also~~revenue ~~assesses~~is onprincipally aderived ~~quarterly~~from ~~basis~~subscription whether any events have occurred or circumstances have changed that would indicate if an impairment could exist. The Company utilizes one reporting unit in evaluating goodwill for impairment and assesses the estimated fair value of the reporting unit using a combination of discounted estimated future cash flow models and a market approach. If the carrying value of the reporting unit exceeds the fair value of the reporting unitfees, ~~further~~advertising ~~analysis will take place to determine whether or not the Company should recognize an impairment charge. To measure the amount of any impairment charge~~services, the Company determines the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. Specifically, the Company will allocate the fair value of the affected reporting unit to all of the assets and ~~liabilities~~radio ofplayer ~~that~~equipment ~~unit, including any unrecognized intangible assets, in a hypothetical calculation that would yield the implied fair value of goodwill~~sales.

The Company acquired its music streaming business in 2011. During the period ended September 30, 2013, the Company changed its focus and allocated resources away from the consumer music streaming business. Accordingly, the Company concluded that the goodwill in connection with this acquisition became fully impaired and recorded an impairment charge for the three and nine months ended September 30, 2013 in the amount of $1,204,000. The Company’s shift in focus was primarily due to a strategic decision to spread existing resources over fewer projects.

Revenue recognition

The Company's revenue is principally derived from advertising services, subscription fees, and radio player equipment sales.

The Company recognizes revenue when: (1) persuasive evidence exists of an arrangement with the customer reflecting the terms and conditions under which products or services will be provided; (2) delivery has occurred or services have been provided; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. For all revenue transactions, the Company considers a signed agreement, a binding insertion order or other similar documentation to be persuasive evidence of an arrangement.

Advertising Revenue. The Company generates advertising revenue primarily from display, audio and video advertising. The Company generates the majority of its advertising revenue through broadcasting advertisements and the delivery of advertising impressions sold on a cost per thousand, or CPM, basis. In determining whether an arrangement exists, the Company ensures that a binding arrangement, such as an insertion order or a fully executed customer-specific agreement, is in place. The Company generally recognizes revenue based on delivery information from its campaign trafficking systems.

Subscription Revenue. The Company generates subscription services revenue from premium listener subscription plans, both for businesses and individuals. The Company offers a number of subscription plans on a monthly and annual basis. Revenue from subscribers is recognized on a monthly pro-rata basis over the life of the subscription.

~~Radio~~Advertising ~~Player~~ Revenue. ~~Revenue~~The Company generates advertising revenue primarily from ~~radio~~display, ~~player~~audio ~~sales~~and isvideo ~~generally~~advertising. The ~~recognized~~Company ~~when~~generates ~~title~~the majority of its advertising revenue through broadcasting advertisements and ~~risk~~the delivery of ~~loss~~advertising ~~has~~impressions ~~transferred~~sold toon a cost per thousand, or CPM, basis. In determining whether an arrangement exists, the Company ensures that a binding arrangement, such as an insertion order or a fully executed customer-specific agreement, is in place. ~~Generally,~~The ~~title~~Company ~~transfers~~recognizes ~~upon~~this ~~shipment~~revenue over the term of ~~product~~the contracted advertising period.

~~Deferred~~Radio Player Revenue. Revenue ~~Deferred~~from ~~revenue~~radio ~~consists~~player ofsales ~~amounts~~is ~~billed~~recognized orwhen ~~cash~~title ~~received~~and ~~from~~risk ~~customer in advance~~ of ~~the~~loss ~~delivery~~have ortransferred ~~completion~~to of the ~~services~~customer. Title ortransfers inupon ~~instances~~shipment ~~when~~of ~~revenue recognition criteria have not been met~~product.

Deferred Revenue. Deferred revenue consists of amounts billed or cash received from customers in advance of the delivery or completion of the services or in instances when revenue recognition criteria have not been met.

Revenue recognized from customers associated with the Subway franchise approximated 38% and 46% of revenues for the three months ended March 31, 2014 and 2013, respectively.

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs ~~amounted~~approximated ~~to approximately~~ $521,~~000~~500 ~~and $17,000~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2013~~2014, ~~respectively. The~~as ~~Company~~compared ~~did~~to ~~not~~approximately ~~have~~$2,100 ~~any advertising expenses~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013.

Income Taxes

The Company ~~files a consolidated income tax return with its wholly-owned subsidiaries. The Company~~ accounts for income taxes using the asset and liability method. Under this method, deferred taxes are recognized for the expected future tax consequences of temporary differences between the book carrying amounts and tax basis of the Company'’s assets and liabilities. Historically, deferred tax assets have been attributable to Federal loss ~~carryforwards~~carry-forwards.

The Company accounts for income taxes under Accounting Standard Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). ASC 740 requires that the Company recognize a current tax liability or asset for current taxes payable or refundable and a deferred tax liability or asset for the estimated future tax effects of temporary differences and ~~carryforwards~~carry-forwards to the extent they are realizable. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event the Company was to determine that it would be able to realize the deferred tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, deferred tax assets are reduced by a valuation allowance, when in the Company’s opinion, it is more likely than not that some portion or all of the deferred tax asset will not be realized.

~~Interest~~The Company has not filed its federal and ~~Penalty~~state ~~Recognition~~corporate ontax ~~Unrecognized~~returns ~~Tax~~since ~~Benefits~~2003. The Company has not received any notices for any payments resulting from this matter.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. For the three and nine months ended September 30, 2013, and the year ended December 31, 2012, the Company did not recognize any interest or penalties related to income taxes in its consolidated statements of operations related to uncertain tax positions. The Company has not filed federal and state corporate tax returns since 2004. The Company has not received any notices for any payments resulting from this matter.

Loss Per Common Share

Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. ~~The~~ As ~~calculation~~ of ~~diluted~~both ~~net~~March ~~loss per share excludes the conversion of any convertible debt obligations into common or preferred stock as of September 30~~31, ~~2013~~2014 and ~~2012, respectively, since the effect of any such conversion would be anti-dilutive, as well as any conversion of preferred stock. For the three and nine months ended September 30,~~ 2013, the ~~convertible~~Company ~~debentures~~had ~~were~~no ~~convertible~~potentially ~~into 87,334,934 shares of common stock. No such~~ dilutive instruments ~~existed during the three and nine month periods ended September 30, 2012~~outstanding. At September 30, 2013, the Company does not have enough shares authorized to allow the conversion of the convertible debentures into common stock. In order for such a conversion to take place, the Company must amend its articles of incorporation to authorize an amount of common shares that would allow such a conversion. At September 30, 2013, the Company was short approximately 265,850,231 authorized shares in aggregate.

Equity-Based Compensation

The Company accounts for equity-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). All equity-based payments to employees are ~~grants~~issuances of stock that are recognized in the statement of operations based on their fair values at the date of ~~grant~~issuance. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award (performance period). ~~Equity-based compensation, for the common stock during the three and nine months ended September 30, 2013, totaled $480,000 for employees.~~ There was no equity-based compensation for employees recorded during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2014 and 2013.

The Company accounts for equity-based payments to non-employees in accordance with ASC 718 and Topic 505-50, “Equity-Based Payments to Non-Employees.” All equity-based payments to non-employees are issuances of common stock that are recognized in the ~~statement~~statements of operations ~~based~~over on the ~~value~~performance ofperiod ~~the vested portion of the stock issuance as measured~~ at its then-current fair value as of each financial reporting date. Equity-based ~~compensation~~consulting ~~approximated~~relating ~~$3,379~~to ~~for~~ the ~~three~~common ~~and~~stock ~~nine~~issued to non-employees during the three months ended ~~September~~March 3031, ~~2013~~2014 totaled $15,685. There was no equity-based compensation for non-employees during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013.

Recently Issued Accounting Standards

In May 2014, the FASB issued an update to ASC 606, “Revenue from Contracts with Customers,” that will supersede virtually all existing revenue guidance. Under this update, an entity is required to recognize revenue upon transfer of promised goods or services to customers, in an amount that reflects the expedited consideration received in exchange for those goods or services. The ~~Company~~guidance ~~does~~also ~~not~~requires ~~believe~~additional ~~there~~disclosure ~~are~~about ~~any~~the ~~recently~~nature, ~~issued~~amount, ~~but~~timing, ~~not~~and ~~yet~~uncertainty of revenue and cash flows arising from the customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This update is effective for annual reporting periods beginning after December 15, ~~accounting~~2016, ~~standards~~including interim periods within that ~~would~~reporting ~~have~~period. Early aapplication ~~significant~~is ~~impact~~not onpermitted. The Company has not determined the ~~Company’s~~potential ~~financial~~effects ~~positions~~on orthe ~~results~~consolidated offinancial ~~operations~~statements.

4. Property and Equipment

Property and equipment consisted of the following at:

	September 30, 2013			December 31, 2012
	March 31, 2014			December 31, 2013
	(Unaudited)			(Unaudited)
Computer equipment	$	479,973		$	481,150
Computer equipment	$	481,150		$	481,150
Office equipment		1,137			1,137
		482,287			482,287
		481,110			482,287
Less: accumulated depreciation		(~~414~~425,~~225~~008	)		(~~396~~420,~~037~~162	)
	$	6856,~~062~~102		$	8662,~~250~~125

~~Depreciation~~For ~~expense amounted to $6,031 and $18,188 for~~ the three ~~and nine~~ months ended ~~September~~March 3031, 2014 and 2013, ~~respectively.~~depreciation ~~Depreciation~~ expense ~~amounted~~approximated to $6,~~208~~000 and $346,~~474 for the three and nine months ended September 30~~100, ~~2012,~~ respectively.

5. Deferred Revenue

Deferred revenue is comprised of amounts invoiced or cash received in advance of delivery of services. Subscriptions are recognized as pro-rata over the subscription period, which is generally twelve months.

Deferred revenue ~~for~~consisted of the ~~three~~following ~~and~~for ~~nine months ended September 30, 2013 and 2012 was~~the:

	Three Months Ended September 30, 2013						Three Months Ended September 30, 2012
	Three Months Ended March 31, 2014 (Unaudited)						Three Months Ended March 31, 2013 (Unaudited)
	(Unaudited)						(Unaudited)
Beginning balance				$	294,176					$	386,374
Beginning balance				$	256,112					$	532,406
Invoiced during the period					174,156						277,903
Invoiced during the period					212,659						28,412
Deferred revenue recognized from prior period	$	(180,239	)				$	(90,220	)
Deferred revenue recognized from prior period	$	(88,112	)				$	(89,447	)
Deferred revenue recognized from current period		(71,204	)					(257,389	)
Deferred revenue recognized from current period		(47,553	)					(4,003	)
Total revenue recognized current period					(251,443	)					(347,609	)
Total revenue recognized current period					(135,665	)					(93,450	)
Ending balance				$	216,889					$	316,668
Ending balance				$	333,106					$	467,368

	Nine Months Ended September 30, 2013						Nine Months Ended September 30, 2012
	(Unaudited)						(Unaudited)
Beginning balance				$	386,374					$	666,495
Invoiced during the period					272,289						55,667
Deferred revenue recognized from prior period	$	(244,159	)				$	(28,611	)
Deferred revenue recognized from current period		(81,398	)					(226,183	)
Total revenue recognized current period					(325,557	)					(254,794	)
Ending balance				$	333,106					$	467,368

6. Other Liability

6At various dates during the years ended December 31, 2010 and 2009, the Company received advances aggregating $400,000 from an outside entity. During ~~Notes~~the ~~Payable~~year ended December 31, 2011, the Company and the entity agreed to settle this liability through the issuance of 60,000 shares of the Company’s common stock, which would have required the Company to value the liability at the fair value of the common stock with any gains or losses recorded in the statements of operations. These shares have not yet been issued. The Company has elected to record the liability at the greater of the fair value of the common stock or $400,000. At both March 31, 2014 and December 31, 2013, the Company has recorded a liability in the amount of $400,000.

At various dates during the years ended December 31, 2010 and 2009, the Company received advances aggregating to a total of $400,000 as of September 30, 2013. The Company has imputed an interest rate of 5%, based on its incremental borrowing rate at the time the note was issued and has recorded interest expense on this note in the amount of $15,000 for the three and nine months ended September 30, 2013. There was no interest expense recorded during the three and nine months ended September 30, 2012. The advances are due on demand, and the Company has not received any demand notification from the investor.8

7. Income ~~Convertible Debentures~~Taxes

OnAt ~~August~~March 2931, ~~2013, the Company issued a 10% convertible debenture in the amount of $100,000 to a third party, which is due in August~~ 2014. ~~The convertible debenture, including any accrued~~ and ~~unpaid~~December ~~interest~~31, shall automatically convert into shares of the Company’s common stock at an effective conversion price of $0.005 per share upon the effectiveness of an amendment to the Company’s articles of incorporation that increases the number of authorized shares to a level that allows for the conversion2013, ~~(see Note 12). In connection with~~ the ~~issuance of the convertible debenture, the~~ Company ~~recorded~~had ~~the~~federal ~~fair~~and ~~value~~state ofnet ~~the~~operating ~~related~~losses ~~beneficial conversion feature~~ of approximately $32,100,000, ~~which was limited to the proceeds received from this transaction. The closing price of the Company’s stock at the date of the transaction was $0.016. During the three~~ and ~~nine months ended September 30, 2013, the Company recorded the accretion of the discount associated with the convertible debenture in the amount of~~ $731,~~908. As of September 30~~700, ~~2013 the balance of the convertible debenture is $7~~000,~~908~~ respectively. ~~For~~The ~~the~~federal ~~three~~ and ~~nine~~state ~~months~~operating ~~ended~~losses ~~September~~begin ~~30, 2013, the Company recorded an additional $833 of interest expense relating~~ to ~~this~~expire ~~convertible~~in ~~debenture~~2015.

10Utilization of the net operating loss carry-forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and similar state provisions. The Company has not performed a detailed analysis to determine whether an ownership change under Section 382 of the Internal Revenue Code has occurred. The effect of an ownership change would be the imposition of an annual limitation on the use of net operating loss carry-forwards attributable to the periods before the change.

8The Company is delinquent in filing its federal and state income tax returns beginning with the 2004 taxable year. The ~~Convertible~~Company ~~Debentures~~has –not ~~Related~~received ~~Parties~~any notices for any payments resulting from this matter.

~~During the year ended December 31, 2012 and through the period ended September 30, 2013, the Company was obligated to Big Red Investments Partnership, Ltd~~8.~~, (an affiliate of Thomas J. Bean who is a member of the Company~~ Stockholders’s board of directors and former Chairman, President, Chief Executive Officer, and Chief Financial Officer of the Company), for working capital advances of $332,163 and $80,310 to Bubba Radio Network, Inc. and $15,000 to Twin Management Group Inc. for services rendered. During the period ended September 30, 2013, the Company and the related parties agreed to allow conversion of the aggregate balances to convertible debentures. The convertible debentures have an interest rate of 10% and are due in August 2014 and September 2014. The convertible debenture, including any accrued and unpaid interest, shall automatically convert into shares of the Company’s common stock at an effective conversion price of $0.0122 per share upon an amendment to the Company’s articles of incorporation that increases the number of authorized shares to a level that allows for conversion. Equity

InOn ~~connection~~March ~~with~~11, ~~the~~2014, ~~issuance~~Zanett ofOpportunity ~~those~~Fund, ~~convertible~~Ltd. ~~debentures,~~(“Zanett”) ~~the~~purchased ~~Company~~384,615 ~~recorded~~shares ~~the~~of ~~fair~~Radioio ~~value~~common ofstock ~~the~~for ~~related~~an ~~beneficial~~aggregate ~~conversion~~purchase ~~feature~~price of $~~133~~250,~~147. The~~000, ~~closing~~or ~~price~~$.65 ofper ~~the~~share. Radioio ~~Company’s~~will ~~stock~~use at the ~~date~~proceeds offrom this ~~transaction~~sale ~~was~~of ~~$0.016. During~~common ~~the~~stock ~~three~~for ~~and~~working ~~nine~~capital ~~months~~and ~~ended~~other ~~September~~operational ~~30,~~purposes. McAdoo ~~2013~~Capital, ~~the~~Inc. ~~Company~~is ~~recorded accretion of~~ the ~~discount~~investment ~~associated~~manager ~~with the convertible debentures~~ of ~~$10,495~~Zanett. AsZachary ~~of September 30~~McAdoo, ~~2013,~~ the ~~balance~~Chairman, ~~of the convertible debentures is $304~~President,~~822.~~ ~~For~~Chief ~~the~~Executive ~~three~~Officer and ~~nine~~Chief ~~months~~Financial ~~ended~~Officer ~~September~~of ~~30, 2013,~~ the Company, ~~recorded~~is athe ~~total~~President of $3McAdoo Capital,~~563~~ ~~of interest expense related to the convertible debentures~~Inc.

InOn ~~September~~March ~~2013~~11, ~~the~~2014, ~~Company~~Radioio issued ~~10%~~an ~~convertible~~aggregate ~~debentures aggregating $250,000 to present and past officers~~ of ~~the Company~~20,161 ~~which are due in September 2014. The convertible debentures, including any accrued and unpaid interest, shall automatically convert into~~ shares of ~~the Company’s~~ common stock ~~at an effective conversion price ranging from $0.005~~ to ~~$.0122~~five ~~per~~service ~~share~~providers ~~upon~~as ~~the~~consideration ~~effectiveness of an amendment to the Company’s articles of incorporation that increases the number of authorized shares to a level that allows~~ for ~~conversion. In~~services ~~connection with the issuance of the convertible debentures~~rendered, ~~the~~which ~~Company~~totaled ~~recorded the fair value of the related beneficial conversion feature of~~ $~~146~~12,~~721,~~500 ~~which was limited to the proceeds received from the transactions. During the three~~ and nine months ended September 30, 2013, the Company recorded the accretion of the discount associated with the convertible debentures of $11,765. As of September 30, 2013, the balance of the convertible debentures is ~~$115,043. For the three and nine months ended September 30, 2013, the Company~~ recorded anas ~~additional~~a ~~$2,083~~component of ~~interest~~equity-based consulting expense ~~relating~~(See toNote ~~the convertible debentures~~3).

9. Commitments ~~Convertible~~and ~~Preferred Stock~~Contingencies

The Company is authorized to issue 5,000,000 shares of convertible preferred stock with a par value of $.001. The significant terms of the convertible preferred stock are as follows:

(a) All or a portion of the convertible preferred stock, shall be convertible at the option of the Company, into shares of the Company’s common stock at an effective conversion rate of $0.0606 per share (the “Conversion Rate”). (b) The holders of the convertible preferred stock shall have the right to initiate a conversion thereof at any time at the Conversion Rate; provided, however, that no such conversion is allowed if such conversion would cause the number of shares of the Company’s common stock issued and outstanding to exceed the figure that is 50,000,000 less than the authorized number of shares of common stock. (c) To the extent any shares of convertible preferred stock remain issued and outstanding on the one-year anniversary of the letter agreement signed by a convertible preferred stock holder, the preferred stock held by such holder will begin accruing interest at the rate of five percent, per annum, which will be treated as a dividend to the preferred stockholders.

As of September 30, 2013 and December 31, 2012, 3,025,000 shares of convertible preferred stock were issued, 3,000,000 of which were outstanding and 25,000 were held in treasury.

Dividends

During the three and nine months ended September 30, 2013, the dividends accrued were de-minimus to the consolidated financial statements.

10. Stockholders’ Equity

On April 18, 2013, the Company issued 6,000,000 shares of common stock to the Zanett Opportunity Fund. Ltd. (“Zanett”) for an aggregate purchase price of $60,000. McAdoo Capital, Inc. is the investment manager of Zanett. Zachary McAdoo, the Chairman, President, Chief Executive Officer and Chief Financial Officer of the Company, is the President of McAdoo Capital, Inc.

On June 20, 2013, the Company issued 5,172,414 shares of common stock to Zanett for an aggregate purchase price of $30,000.

11. Commitment and Contingencies

Litigation

From time to time, the Company may be involved as a defendant in legal actions that arise in the normal course of business. In the opinion of management, the Company has adequate legal defense on all legal actions, and the results of any such proceedings would not materially impact the consolidated financial statements of the Company.

~~Employment~~On ~~agreements~~May 20, 2014, MSBI, Inc., d/b/a Turnkey Media (“Turnkey”), filed a complaint in the United States District Court for the Middle District of Florida against io4business, a wholly-owned subsidiary of Radioio, and other defendants. The complaint alleges unfair competition under the trademark and false advertising provisions of the Lanham Act, conspiracy to violate the Lanham Act, defamation, dissemination of false and misleading advertising to the general public, intentional interference with business relationships, misappropriation of confidential information and breach of contract. Turnkey’s allegations relate to io4business’ relationship with Independent Purchasing Cooperative, Inc., a cooperative comprised of Subway restaurant franchisees. Turnkey seeks a preliminary and permanent injunction, money damages and attorneys’ fees. Radioio does not believe there is any merit to Turnkey’s allegations and will vigorously defend this action.

On August 28, 2013, the Company executed an employment agreement with its Chief Operating Officer. The agreement contains non-compete clause and other terms and conditions and benefits. The agreement has an initial term of one year and will automatically renew on the anniversary date unless written notice of non-renewal is given by either party. The Company became immediately obligated to issue 30,000,000 shares of its common stock to this executive upon the effectiveness of an amendment to the Company’s articles of incorporation that increases the authorized shares of the common stock to a level sufficient to allow for such issuance. During the three and nine months ended September 30, 2013, the Company recorded an expense of $480,000 in connection with this transaction since the Company is obligated to immediately issue the entire amount upon the effectiveness of the amendment to the articles of incorporation as described above. Additionally, the Company recorded a share liability in the amount of $480,000 for the value of the shares of common stock to be issued.

On August 28, 2013, the Company also entered into an employment agreement with its Chairman, President, Chief Executive Officer and Chief Financial Officer. The agreement initially will not pay this executive any base salary. The Company's board of directors may award bonus compensation to the executive which is based on certain performance criteria. The agreement is also subject to certain covenants. There have been no bonus compensation paid to this executive during the three and nine months ended September 30, 2013.

Consulting Agreements - 2013

OnIn ~~August~~April ~~28,~~ 2013, the Company entered into aan ~~consulting~~ agreement with aDigipowers, ~~third~~an ~~party~~entity ~~for~~controlled ~~consulting~~by ~~services~~the ~~related~~Company’s toChief ~~advertising~~Operating ~~operations, technology, finance, strategy and content development~~Officer. ~~The~~Under the terms of this agreement ~~is for three years commencing on September 16~~, ~~2013,~~the ~~and~~Company ~~can~~is beobligated ~~renewed~~to byissue ~~the~~shares ~~written consent~~ of ~~both~~common ~~parties,~~stock orbased ~~terminated~~on ata ~~any~~prescribed ~~time~~number ~~by the consent~~ of ~~both~~new ~~parties~~subscribers. ~~The~~At ~~Company~~March ~~will~~31, ~~pay~~2014 anand ~~annual~~December ~~fee of $114~~31,~~000~~ ~~payable semi-monthly ($4~~2013,~~750~~ ~~per payment). As additional consideration,~~ the Company ~~will~~was ~~issue~~obligated up to ~~5,000,000~~issue shares of ~~its~~ common stock towith ~~the consultant upon the effectiveness of an amendment to the Company’s article of incorporation that increases the authorized shares of common stock to~~ a ~~level~~value ~~sufficient to allow for such issuance. These shares shall vest as follows: one-third~~ of ~~the~~$21,830 ~~shares~~and ~~on September 16~~$18, ~~2014~~645, ~~one-third of the shares on September 16~~respectively, ~~2015~~under ~~and~~this ~~one-third of the shares on September 16, 2016~~agreement.

12On August 28, 2013, the Company entered into a consulting agreement with a third party for consulting services related to advertising operations, technology, finance, strategy and content development. The agreement has a term of three years commencing on September 16, 2013, and can be renewed by the written consent of both parties, or terminated at any time by the consent of both parties. The Company will pay an annual fee of $114,000 payable semi-monthly ($4,750 per payment). As additional consideration, the agreement provided that the Company would issue up to 50,000 shares of its common stock to the consultant upon the effectiveness of an amendment to the Company’s articles of incorporation that increased the authorized shares of common stock to a level sufficient to allow for such issuance. Upon the effectiveness of the Merger, the Company issued 50,000 shares of its common stock valued at $37,482 at the date of issuance to the consultant pursuant to this provision of the agreement. The Company recognized the value of the vested portion of the issuance at its then-current fair value at each reporting date. These shares shall vest as follows: one-third of the shares vests on September 16, 2014; one-third of the shares vests on September 16, 2015; and one-third of the shares vests on September 16, 2016. On May 1, 2014, the consultant became an employee of the Company and, as a result, all of the shares became fully vested at that time. The Company recorded an expense of approximately $23,400 during the period ending June 30, 2014.

On August 31, 2013, the Company entered into a consulting agreement with a third party for consulting services related to advertising operations, technology, finance, strategy and content development. The agreement has a term of three years commencing on August 31, 2013. This agreement can be renewed by the written consent of both parties, or terminated at any time by the consent of both parties. The Company ~~recorded~~will pay an annual fee of $96,000 payable semi-monthly ($4,000 per payment). As additional consideration, the agreement provided that the Company would issue 100,000 shares of its common stock to the consultant upon the effectiveness of an amendment to the Company’s articles of incorporation that increased the authorized shares of common stock to a ~~total~~level sufficient to allow for such issuance. Upon the effectiveness of the Merger, the Company issued 100,000 shares of its common stock valued at $~~483~~75,~~379~~329 at the date of issuance to the consultant pursuant to this provision of the agreement. The Company recognized the value of the vested portion of the issuance at its then-current fair value at each reporting date. These shares shall vest as ~~equity~~follows: one-~~based~~third ~~compensation~~of ~~for~~the shares vests on August 31, 2014; one-third of the ~~2013~~shares ~~consulting~~vests ~~agreements~~on ~~during~~August 31, 2015; and one-third of the ~~three~~shares vests on August 31, 2016. On May 1, 2014, the consultant became an employee of the Company and, ~~nine~~as ~~months~~a ~~ended~~result, ~~September~~all of the shares became fully vested at that time, and the Company recorded an expense of approximately $46,000 during the period ending June 30, ~~2013~~2014.

In connection with the 2013 consulting agreements, the Company recorded expenses that approximated $31,200 during the three months ended March 31, 2014. There was no such expense recorded during the three months ended March 31, 2013 relating to the 2013 consulting agreements.

Consulting Agreements - 2012

On July 23, 2012, the Company entered into a consulting agreement with a third party for consulting services related to advertising, operations, technology, finance, strategy and content development. The ~~terms of this~~ agreement ~~will~~has bea ~~for~~term ~~twenty~~of twenty-four months unless otherwise agreed upon in writing by both parties. As consideration for these services, the Company issued 21210,000~~,000~~ shares of its common stock valued at $315,000 at the date of issuance. ~~For~~ Upon the ~~three~~effectiveness ~~and~~of ~~nine~~the ~~months~~Merger, ~~ended~~the ~~September~~Company ~~30,~~issued ~~2013~~210,000 shares of common stock to the consultant. The Company recognized anthe ~~expense~~value of ~~$26,250,~~the ~~and~~vested ~~$157,500,~~portion ~~respectively,~~of inthe ~~selling,~~issuance ~~general,~~at ~~and~~its ~~administrative~~then-current ~~expense~~fair invalue ~~the~~at ~~consolidated~~each ~~statements~~reporting ~~of operations~~date. At ~~September~~March 3031, ~~2013~~2014 and December 31, ~~2012~~2013, prepaid consulting services relating to this agreement amounted to $7814,~~750~~963 and $~~236~~78,~~250~~750, respectively.

On July 31, 2012, the Company entered into a consulting agreement with McAdoo Capital, Inc., an entity controlled by the Company’s Chairman, President, Chief Executive Officer and Chief Financial Officer, for consulting services related to advertising, operations, technology, finance, strategy and content development. The ~~terms~~agreement ofhas ~~this~~a ~~agreement~~term ~~are for~~of twenty -four months unless otherwise agreed upon in writing by both parties. As consideration for these services, the consulting agreement provided for the issuance by the Company ~~issued~~of 10105,~~500,~~000 shares of common stock valued at $157,500 at the date of issuance~~. During~~ ~~the~~to ~~period~~McAdoo ~~ended September 30~~Capital, ~~2013,~~Inc. The ~~all~~Company ofrecognized the ~~unvested~~value ~~shares~~of the vested ~~upon~~portion of the ~~Company~~issuance ~~hiring~~at ~~the~~its ~~executive. For~~then-current ~~the~~fair ~~three~~value ~~and~~at ~~nine~~each ~~months~~reporting ~~ended~~date. McAdoo ~~September 30~~Capital, ~~2013,~~Inc. ~~the~~assigned ~~Company~~its ~~recognized~~right anto ~~expense~~receive ofthese ~~$52~~shares to Zachary McAdoo,~~500,~~ and ~~$78~~accordingly,~~125,~~ ~~respectively,~~the inCompany ~~selling,~~issued ~~general~~105,000 ~~and~~shares ~~administrative~~of ~~expense~~its incommon ~~the~~stock ~~consolidated~~to ~~statements~~Mr. McAdoo upon the effectiveness of ~~operations~~the Merger. AtDuring ~~September~~the ~~30,~~year ~~2013~~ended ~~and~~ December 31, ~~2012~~2013, ~~prepaid~~all ~~consulting~~of ~~services~~the ~~relating~~unvested toshares ~~this~~vested ~~agreement~~upon ~~amounted~~the toCompany $0hiring ~~and~~the ~~$118,125, respectively~~executive.

~~The~~In ~~Company~~connection ~~recorded~~with ~~expenses~~the in2012 consulting agreements, the ~~amounts~~Company ofrecorded ~~$78,750~~expenses ~~and~~that approximated $~~235~~24,~~625,~~400 ~~respectively,~~ during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2013~~2014 and ~~$159,063~~approximately ~~and~~ $~~118~~59,~~125,~~100 ~~respectively,~~ during the three ~~and~~ ~~nine~~ months ended ~~September~~March 3031, ~~2012 relating to the 2012 consulting agreements~~2013.

~~The~~During the year ended December 31, 2013, the Company engaged Digipowers, an entity controlled by the Company'’s Chief Operating Officer, for consulting services related to technology and marketing on a monthly basis. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2013~~2014, the Company recorded expenses in the ~~amounts~~amount of approximately $8645,~~600~~000. There ~~and~~were ~~$145~~no such expenses recorded during the three months ended March 31,~~300,~~ ~~respectively~~2013. As of ~~September~~March 3031, 2014 and December 31, 2013, the Company owed this vendor approximately $1972,600 and $16,000, respectively, which isamounts are included as a component of accounts payable and accrued expenses in the unaudited consolidated balance sheets.

Leases

OnThe ~~February 2, 2012, the~~ Company’s ~~entered~~principal ~~into~~office ais ~~five~~located ~~year~~at ~~lease~~475 ~~for~~Park ~~office~~Avenue ~~space~~South, ~~expiring~~4th inFloor, ~~January~~New ~~2017. Monthly payments under the lease commenced at $5~~York,~~000~~ aNew ~~month~~York, ~~subject~~which toit ansubleases ~~annual~~pursuant ~~increase of 2.5%~~ to 5%a ~~based~~letter onagreement ~~the~~dated ~~CPI~~August ~~(Consumer~~27, ~~Price Index)~~2013. OnThe ~~July~~letter 1,agreement ~~2013,~~provides that the ~~Company~~term ~~entered~~of ~~into~~the ansublease ~~Addendum~~is toon ~~Lease~~a ~~Agreement, reducing the monthly rent~~ month-to-month ~~$2,000~~basis ~~for~~until the ~~remainder~~earlier of the ~~life~~termination of the ~~lease. Rent~~sublessor’s ~~expense~~master ~~amounted~~lease toor ~~$6,000~~the ~~and~~termination ~~$36,000~~of ~~for~~ the ~~three~~letter ~~and~~agreement ~~nine~~by ~~months~~either ~~ended~~party ~~September~~upon thirty (30,) ~~2013,~~days ~~respectively~~notice. ~~Rent~~The ~~expense~~letter ~~amounted~~agreement toprovides ~~$15,000 and $40,000~~ for ~~the~~monthly ~~three~~rent ~~and~~payments ~~nine~~of ~~months ended September 30, 2012, respectively~~$500.

13Commencing January 1, 2014, Radioio also leases office space and a recording studio in Tampa, Florida from Bubba Radio Network, Inc. on a month-to-month basis, an affiliate of a former director of the Company. This verbal lease provides for a $2,000 monthly payment. During the year ended December 31, 2013, Radioio leased office space in Tampa, Florida from Renegade Strategies, Inc., an affiliate of Thomas Bean, a director and former officer of the Company. This verbal lease provided for a $5,000 monthly payment from January 1, 2013 to June 30, 2013, which was reduced to $2,500 per month from July 1, 2013 until the termination of the lease on December 31, 2013.

~~Approximate~~Rent ~~future~~expense ~~minimum~~under ~~annual~~the ~~lease~~leases ~~payments~~for ~~are~~the asthree ~~follows:~~months ended March 31, 2014 and 2013, approximated $7,500 and $15,000, respectively.

Twelve Months Ended September 30, (Unaudited)
2014	$	24,000
2015	$	24,000
2016	$	24,000
2017	$	8,000
Total	$	80,000

1210. Subsequent Events

~~Unregistered~~Issuances ~~Sales~~ of ~~Equity~~Common ~~Securities~~Stock

On ~~November~~April 1216, ~~2013~~2014, ~~the~~Radioio ~~Company~~ issued ~~a 10% convertible debenture to~~ an ~~unaffiliated~~aggregate ~~accredited institutional investor in the principal amount~~ of ~~$200~~80,000~~. The~~ ~~convertible~~shares ~~debenture~~of ~~accrues~~its ~~interest~~common atstock ~~the~~to ~~rate~~an ofindividual ~~10%~~investor ~~per~~for ~~annum. The~~an ~~entire~~aggregate ~~principal~~purchase ~~amount~~price of ~~the convertible debenture and the accrued and unpaid interest thereon shall be due one year from issuance; provided~~$52, ~~however~~000, ~~the~~or ~~entire~~$0.65 ~~principal~~per ~~amount~~share. Radioio ~~thereof,~~will ~~together~~use ~~with all accrued and unpaid interest thereon, shall automatically convert prior to~~ the ~~maturity~~proceeds ~~date~~from ~~into~~this ~~the~~sale ~~right to receive shares~~ of ~~the Company’s~~ common stock atfor aworking ~~conversion~~capital ~~rate of $.0065 per share, at the effective time of the merger of the Company with~~ and ~~into~~other ~~Radioio,~~operational ~~Inc~~purposes. ~~described below.~~

~~Merger~~On April 17, 2014, Radioio issued an aggregate of 153,846 shares of its common stock to Zanett for an aggregate purchase price of $100,000, or $.65 per share. Radioio will use the proceeds from this sale of common stock for working capital and other operational purposes.

On ~~October~~April 2822, ~~2013~~2014, ~~the~~Radioio ~~Company~~issued ~~entered into~~ an ~~Agreement~~aggregate ~~and~~of ~~Plan~~50,315 shares of ~~Merger~~Radioio (common stock to three service providers as payment in full for certain services rendered by the ~~“Merger~~service ~~Agreement”)~~providers ~~with~~to Radioio during 2013 and 2014. The aggregate dollar amount owed by Radioio to these service providers was $38,965. This amount included $21,840 owed to Digipowers, Inc., aan ~~Nevada~~entity ~~corporation~~affiliated with Julia Miller, the Chief Operating Officer, Secretary and ~~wholly-owned~~a ~~subsidiary~~director of Radioio. Of the ~~Company~~$21,840 ~~pursuant~~owed to ~~which~~Digipowers, Inc., $18,645 related to services performed during the ~~Company~~year ~~will~~ended ~~merge~~December ~~with~~31, 2013, and ~~into~~$3,195 related to services perfomed during the three months ended March 31, 2014. Radioio issued 29,120 shares of its common stock to Real eMarketing, Inc., an entity affiliated with ~~Radioio~~Digipowers, Inc., ~~continuing~~in asfull ~~the~~satisfaction ~~surviving~~of ~~corporation~~its ~~(the~~obligation ~~“Merger”)~~to Digipowers, Inc. ~~The~~, ~~articles~~which ofare ~~incorporation~~included ~~and~~in ~~bylaws~~the aggregate total of ~~Radioio~~50,315 ~~Inc~~shares issued to all three service providers referenced above. Radioio ~~will~~used bethe fair value of $.69 to determine the ~~articles~~per share price for the shares issued to the two unaffiliated service providers, which was the closing price of ~~incorporation~~its common stock on April 21, 2014, and ~~bylaws~~a price per share of $.75 to determine the ~~surviving~~per ~~corporation~~share price for the shares issued to Real eMarketing, ~~and~~Inc., which was the ~~surviving~~closing ~~corporation~~price ~~will~~of bethe acommon ~~Nevada~~stock ~~corporation~~on December 31, 2013.

AtBetween ~~the~~May ~~effective~~1, ~~time~~2014 ofand ~~the~~June ~~Merger~~30, ~~each~~2014, ~~holder of the Company’s common stock will receive one share of~~ Radioio issued 269,231 ~~Inc. common stock for every 100~~ shares of ~~the~~its ~~Company’s~~ common stock ~~held~~to ~~and~~Zanett ~~each~~for ~~holder~~an ofaggregate ~~the~~purchase ~~Company’s~~price ~~convertible preferred stock will receive .4950495~~ of ~~one share of Radioio~~$175, ~~Inc~~000. Radioio ~~common~~will ~~stock~~use ~~for each share of~~ the ~~Company’s~~proceeds ~~convertible~~from ~~preferred~~this ~~stock~~sale ~~held. The Company’s shareholders will receive one whole share~~ of ~~Radioio, Inc.~~ common stock infor ~~lieu~~working ofcapital aand ~~fractional~~other ~~share~~operational purposes.

~~Radioio,~~Asset Inc., as the surviving corporation, will have 100,000,000 authorized shares of common stock, approximately 3,866,656 of which will be outstanding after converting all of the outstanding shares of the Company’s common stock and preferred stock into shares of Radioio, Inc. common stock, and 10,000,000 shares of preferred stock, none of which will be outstanding.Acquisition

ItOn isApril ~~anticipated~~29, ~~that~~2014, ~~the~~Radioio ~~Merger~~entered ~~will~~into bean ~~completed~~asset inpurchase ~~December~~agreement ~~2013~~with Crowdstream, Inc. ~~The~~ ~~board~~(“Crowdstream”) pursuant to which Radioio acquired certain assets used in CrowdStream’s mobile application business in exchange for aggregate cash payments of ~~directors~~$50,000 and 86,456 shares of Radioio’s common stock, which have a market value of $60,000 based on the ~~Company~~average ~~may~~closing ~~abandon~~price of Radioio’s common stock on the ~~Merger~~OTC Bulletin Board on the five trading days preceding the date of the agreement. The assets acquired by Radioio include CrowdStream’s mobile applications that allow attendees at ~~any~~live ~~time~~music ~~prior~~and other entertainment events to interact with other attendees and with performers, as well as the ~~effective~~rights ~~time~~to the name “CrowdStream” and other social media assets. The asset purchase agreement was subsequently amended on June 11, 2014 to reduce the amount of the ~~Merger~~aggregate cash payments to $42,500.

14In connection with this transaction, Radioio entered into a consulting agreement with Brian Bason, a principal of Crowdstream, pursuant to which Mr. Bason will provide business development and software development services to Radioio related to the CrowdStream application. The consulting agreement provides that Radioio will pay Mr. Bason $5,000 per month for such services. The consulting agreement has an initial term of 12 months, which may be renewed upon the written agreement of the parties. The consulting agreement was subsequently amended on June 11, 2014 to provide for the payment of an engagement fee to Mr. Bason in the amount of $7,500, which is payable not later than 180 days after the date of the agreement.

Programming Agreement with The Bubba Radio Network, Inc.

On May 1, 2014, Radioio Live, LLC (“Radioio Live”), a wholly-owned subsidiary of Radioio, entered into a new programming agreement with The Bubba Radio Network, Inc., the operating company of Bubba the Love Sponge Clem, who hosts the syndicated radio talk show, “The Bubba the Love Sponge Show.” During the term of the agreement, Radioio Live has the exclusive right to distribute archived and newly produced Internet-only content of the Bubba Radio Network over the Internet and the non-exclusive right to broadcast live The Bubba the Love Sponge Show, which is syndicated on terrestrial radio (collectively, the “Programming”). Subject to certain parameters set forth in the agreement, the Bubba Radio Network has the sole right to control and determine the content of the Programming, and will provide all personnel, facilities, equipment, tools and supplies necessary to produce the Programming. In addition, Radioio Live has the worldwide, royalty-free right to transmit the Programming on a live or delayed basis or though on-demand or download services, on an unlimited basis. Radioio Live also has the right to edit, create and broadcast derivative works of the Programming, such as “best of” shows. Radioio Live shall pay periodic fees based on subscription and advertising revenue received by it related to the Programming, subject to an annual minimum. The term of the agreement will terminate on December 31, 2016. The agreement provides that the Bubba Radio Network will negotiate exclusively and in good faith with Radioio Live regarding the renewal of the agreement for a 60 day period beginning on the date that is 210 days prior to the last day of the term.

Consulting Agreement

On May 19, 2014, the Company entered into a consulting agreement with a third party for consulting services regarding investor relations. The agreement has a term of six months and can be terminated by either party after three months upon 30 days prior written notice. The Company will pay a monthly fee of $4,000 and issue a warrant for 30,000 shares of common stock for each three month period the agreement is in effect. Each of the warrants will have a five year term and a cashless exercise feature. The initial warrant, issued at the inception of the agreement, may be exercised at a per share price of $0.625. The exercise price of each subsequent warrant will equal the average of the closing price of the common stock for the 20 trading days prior to the issuance of the warrant.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~ioWorldMedia~~Radioio ~~operates~~previously anfiled ~~internet~~reports ~~media~~with ~~platform~~the ~~that~~SEC ~~provides~~under ~~streamed~~the ~~music~~name ~~to various audiences~~ioWorldMedia. ioWorldMedia ~~The~~was ~~company~~incorporated ~~broadcasts~~as ~~140~~a ~~streaming~~Florida ~~channels,~~corporation ~~and~~in ~~offers~~January ~~internet~~1995 ~~radio~~under ~~services~~the ~~and~~name ~~various~~PowerCerv. In ~~genres~~January of2006, ~~music~~PowerCerv ~~ranging~~changed ~~from~~its ~~high-brow~~corporate ~~classical~~name to ~~acid rock~~ioWorldMedia. On ItOctober ~~also~~29, ~~operates a background music and messaging system for businesses~~2013, ~~such~~ioWorldMedia asentered ~~specialty~~into ~~retail~~an agreement and ~~department~~plan ~~stores,~~of ~~offices,~~merger ~~restaurants,~~with ~~hotels~~Radioio, ~~casinos,~~which ~~showrooms,~~provided ~~and~~for ~~salons.~~the Inmerger ~~addition,~~of ioWorldMedia ~~offers~~with ~~access to live~~ and ~~archived~~into ~~live content; and io2go~~Radioio, awith ~~radio~~Radioio ~~application~~continuing ~~for~~as ~~smartphones.~~the ~~ioWorldMedia,~~surviving ~~Incorporated was incorporated in 1995~~corporation. The ~~Company~~Merger ~~was~~became ~~formerly~~effective ~~known~~on asDecember ~~PowerCerv Corporation and changed its name to ioWorldMedia~~11, ~~Incorporated in January 2006~~2013.

~~The~~Radioio ~~Company~~operates is an ~~internet~~Internet ~~radio~~ media platform that provides streamed music to ~~business~~targeted toaudiences. Radioio ~~business~~broadcasts 140 streaming channels, and ~~business~~offers Internet radio services, including customized channels with popular genres of music ranging from high-brow classical to ~~consumer~~acid ~~markets~~rock and live talk radio, through three subsidiaries, Radioio.com, LLC (“Radioio.com”), io4business, LLC (“io4business”) and Radioio Live~~, LLC (“Radioio Live”)~~. ~~The~~io4business ~~Company~~ provides a full -service background music experience and messaging ecosystem for large franchise businesses and other vertical markets such as retail, hospitality and health and wellness. Direct to consumer ~~internet~~Internet content distribution includes subscription based talk radio and ~~internet~~Internet radio services with extensive ~~genres~~quality produced of customized music, including classical, new age and country.

~~Recent~~Critical ~~Developments~~Accounting Policies

~~Merger~~The discussion and analysis of our financial condition and results of operations are based upon the interim financial statements contained elsewhere herein, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements required us to make estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to income taxes, contingencies and litigation. We based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

OnThe ~~October~~critical ~~28,~~accounting ~~2013,~~estimates ~~the~~that ~~Company~~we ~~and~~believe ~~Radioio,~~affect ~~Inc., a Nevada corporation and wholly-owned subsidiary of~~ the ~~Company,~~more ~~entered~~significant ~~into~~judgments ~~the Merger Agreement, pursuant to which the Company will merge with~~ and ~~into~~estimates ~~Radioio,~~used ~~Inc.~~in ~~with~~preparation ~~Radioio,~~of ~~Inc. continuing as~~ the ~~surviving~~unaudited ~~corporation. At~~consolidated ~~the~~financial ~~effective~~statements ~~time~~contained ofelsewhere ~~the~~herein ~~Merger,~~are ~~each~~described ~~holder~~in of the ~~Company~~Management’s ~~common~~Discussion ~~stock~~and ~~will~~Analysis ~~receive one share~~ of ~~Radioio,~~Financial ~~Inc.~~Condition ~~common~~and ~~stock~~Results ~~for~~of ~~every~~Operations ~~100~~and ~~shares~~in of the ~~Company’s~~Notes ~~common~~to ~~stock~~the ~~held~~Consolidated ~~and~~Financial ~~each~~Statements ~~holder~~included ofin the Company’s ~~convertible~~annual ~~preferred~~report ~~stock~~on ~~will~~Form ~~receive~~10-K ~~.4950495 of one share of Radioio, Inc. common stock~~ for ~~each share of~~ the ~~Company’s~~year ~~convertible~~ended ~~preferred~~December ~~stock~~31, ~~held~~2013. ~~The~~There ~~Company’s~~have ~~shareholders~~been ~~will~~no ~~receive~~changes ~~one~~to ~~whole~~the ~~share~~critical ofaccounting ~~Radioio, Inc~~policies. ~~common stock in lieu of any fractional shares.~~

~~Radioio,~~Recent ~~Inc.,~~Accounting asPronouncements ~~the~~Applicable ~~surviving~~to ~~corporation, will have 100,000,000 authorized shares of common stock, approximately 3,866,656 of which will be outstanding after converting all of~~ the ~~outstanding shares of the~~ Company~~’s common stock and preferred stock into shares of Radioio, Inc. common stock, and 10,000,000 shares of preferred stock, none of which will be outstanding.~~

ItIn May 2014, the FASB issued an update to ASC 606, “Revenue from Contracts with Customers,” that will supersede virtually all existing revenue guidance. Under this update, an entity is ~~anticipated~~required to recognize revenue upon transfer of promised goods or services to customers, in an amount that reflects the ~~Merger~~expedited ~~will~~consideration bereceived ~~completed~~ in ~~December~~exchange ~~2013~~for those goods or services. The ~~board~~guidance ofalso ~~directors~~requires ofadditional disclosure about the ~~Company~~nature, ~~may~~amount, ~~abandon~~timing and uncertainty of revenue and cash flows arising from the ~~Merger~~customer atcontracts, ~~any~~including ~~time~~significant ~~prior~~judgments and changes in judgments and assets recognized from costs incurred to ~~the~~obtain or fulfill a contract. This update is effective ~~time~~for ofannual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company has not determined the ~~Merger~~potential effects on the consolidated financial statements.

~~Appointment of New Officers and Directors~~13

In August 2013, Zachary McAdoo replaced Thomas J. Bean as the Company’s Chairman, President, Chief Executive Officer and Chief Financial Officer and Julie Miller was appointed as the Company’s Chief Operating Officer and Secretary. In addition, Mr. McAdoo and Ms. Miller were appointed to the Company’s board of directors, joining Thomas J. Bean.

Critical Estimates and Judgments

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Management evaluates its estimates and judgments, including those related to receivables and accrued expenses. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable based on the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The significant estimates and assumptions made by the Company include the impairment analysis of the goodwill and other long-lived assets and the valuation allowances for the net deferred tax assets.

The discussion in this quarterly report contains forward-looking statements that involve risks and uncertainties. The Company’s future actual results may differ materially from the results discussed herein, including those in the forward-looking statements.

Results of Operations

The following table presents the percentage of period-over-period dollar change for the selected line items in the Company’s unaudited consolidated statements of operations for the three months ended ~~September~~March 3031, ~~2013~~2014 and ~~2012~~2013. These comparisons of financial results are not necessarily indicative of future results.

	Three Months Ended September 30,
	Three Months Ended March 31,
	2013 (Unaudited)			2012 (Unaudited)			% Change
	2014 (Unaudited)			2013 (Unaudited)			% Change
Sales	$	~~464~~253,~~771~~704		$	~~397~~389,~~644~~326			16(34.98	%)
Cost of sales		~~311~~125,~~243~~312			~~190~~232,~~494~~189			63(46.40	%)
Gross profit		~~153~~128,~~528~~392			~~207~~157,~~150~~137			(2518.93	%)
Operating expenses:
Selling and general and administrative		1525,~~135,320~~241			~~405~~383,~~171~~165			~~180~~37.21	%
Impairment of goodwill		1,204,000			-			N/A
Depreciation		6,023			6,126			(1.7	%)
Depreciation		6,031			6,208			(2.9	%)
Total expenses		531,264			389,291			36.5	%
Total expenses		2,345,351			411,379			470.1	%
Net loss	$	(402,872	)	$	(232,154	)		(73.5	%)
Loss from operations		(2,191,823	)		(204,229	)		(973.2	%)
Interest expense		(51,647	)		-			N/A
Net loss before provision for income taxes	$	(2,243,470	)	$	(204,229	)		(998.5	%)

16Three Months Ended March 31, 2014 and 2013

Three Months Ended September 30, 2013 and 2012

Revenue

The Company generates revenue from three of its subsidiaries, Radioio.com, io4business and Radioio Live. Revenue generated by Radioio.com consists primarily of ~~subscription~~subscriptions for consumer music streaming and advertising fee revenue. io4business’s revenue is derived from subscriptions for background music and messaging ecosystems and the sale of radio player equipment. Radioio Live’s revenue consists of subscriptions for internet streamed talk radio and advertising fee revenue. Total revenue for the three months ended ~~September~~March 3031, ~~2013~~2014 was $~~464~~253,~~771~~704, ana ~~increase~~decrease of $67135,~~127~~622, or 1634.98%, ~~over~~from the ~~$397,644 of~~ total revenue ~~generated~~of ~~during~~$389,326 for the ~~same~~three ~~period~~months inended ~~2012~~March 31, 2013.

~~io4business~~Radioio.com ~~implemented~~subscription arevenue ~~program~~increased by $8,099, or 58.2%, to ~~eliminate~~$22,026 for the ~~use~~three ofmonths aended ~~third~~March ~~party~~31, ~~administrator~~2014, ~~and~~as ~~completely~~compared ~~transitioned~~ to ~~selling~~subscription ~~directly~~revenue toof ~~clients~~$13,927 ~~during~~for the three months ended ~~September~~March 3031, 2013,. Advertising ~~which~~revenue ~~resulted~~decreased inby a $253,~~999~~699, or 1267.57%, ~~decrease~~ into ~~subscription~~$1,768 ~~revenue~~ for ~~such period, as compared to~~ the ~~subscription~~three ~~revenue~~months ~~generated~~ended ~~during~~March ~~the~~31, ~~same period in 2012. In addition~~2014, ~~io4business~~as ~~generated~~compared ~~$150,762~~to inadvertising revenue ~~through the sale~~ of ~~radio~~$5,467 ~~players~~generated ~~that~~by ~~approximated~~Radioio.com ~~cost~~ during the three months ended ~~September~~March 3031, 2013, asdue ~~the Company transitioned away from the third party administrator and began providing service directly~~ to ~~customers. The~~changes ~~Company~~in ~~did not generate any gross profit on~~ the ~~sale~~management of ~~these~~the ~~players~~advertising inoperations ~~2013~~and orlower ~~2012~~advertising rates. There were no ~~sales~~changes ofto the ~~radio~~operating ~~players~~programs ~~during~~of ~~the three months ended September 30, 2012~~Radioio.com.

~~Radioio~~io4business subscription revenue decreased by $1108,~~081~~617, or 748.57%, to $114,439 for the three months ended ~~September~~March 3031, ~~2013~~2014, as compared to subscription revenue of $223,056 for the three months ended March 31, 2013. The decrease in subscription revenue ~~generated~~for ~~during~~ the ~~same~~three ~~period~~months ended March 31, 2014 was due primarily to a program to sell subscriptions to customers directly at a lower average revenue per subscriber in ~~2012~~lieu of using a third party administrator. ~~Advertising~~Although io4business subscription revenue decreased $848.7%,~~760,~~ orits 42total gross profit only decreased by 9.59%, as a result of higher average gross profit per subscriber. In addition, io4business generated $27,136 in revenue through the sale of radio players for the three months ended ~~September~~March 3031, ~~2013~~2014, as compared to ~~the~~radio ~~advertising~~player ~~revenue~~sales ~~generated~~of ~~during~~$13,801 for the ~~same~~three ~~period~~months inended ~~2012~~March 31, ~~due~~2013, toan ~~changes~~increase inof $13,335, or 96.6%. The Company did not generate any gross profit on the ~~management~~sale of these players during the ~~advertising~~three ~~operations. Going~~months ~~forward~~ended March 31, ~~advertising~~2014 ~~revenue~~or is2013, ~~expected~~as tomany ~~remain~~players ~~consistent~~were ~~with~~utilized ~~the~~as ~~September~~promotional ~~2013~~items ~~quarter. There~~to ~~were~~entice nonew ~~changes~~subscribers to the ~~operating~~ programs ofoffered ~~Radioio~~by io4business.

RadioioLive was launched in early January 2011. The three year Early Enlister program generated over $840,000 in prepaid subscriptions, which resulted in deferred revenue being recorded and recognized over the three year period of the Early Enlister program. In April 2011, the Company began to sell subscriptions to the Bubba Radio Program, which became known as the Early Enlister program. The revenue from the Early Enlister program is being recognized pro-ratably over the three year period from April 1, 2011 to March 31, 2014. The subscriptions collected in advance are recorded as deferred revenue with the portion to be earned over the upcoming year classified as a current liability. Radioio Live generated $99,494 in subscriber revenue during the three months ended September 30, 2013, a decrease of $20,845, or 17.3%, from the $120,393 of subscriber revenue generated during the same period in 2012. Of the subscriber revenue generated during the three months ended September 30, 2013, $69,102 is attributable to the Early Enlister program. The decrease in subscription revenue during the three months ended September 30, 2013, is primarily due to a lack of resources to market and manage the subscription program. The Company is now investing resources in subscription management and anticipates better renewal rates and more new subscriptions in 2014. In addition, Radioio Live generated $11,762 of advertising revenue during the three months ended September 30, 2013, as compared to $33,621 of advertising revenue generated during the same period in 2012. This decrease of 21,859, or 65%, was primarily due to changes in the management of the advertising operations, lower website traffic, and lower advertising rates.14

In April 2011, the Company began to sell subscriptions to the Bubba Radio Program, which became known as the Early Enlister program. The three year Early Enlister program generated over $840,000 in prepaid subscriptions, which resulted in deferred revenue being recorded and recognized over the three year period of the Early Enlister program. The revenue from the Early Enlister program was recognized pro-ratably over the three year period from April 1, 2011 to March 31, 2014, as earned. The subscriptions collected in advance were recorded as deferred revenue with the portion to be earned over the upcoming year classified as a current liability. Radioio Live generated $85,537 in subscriber revenue during the three months ended March 31, 2014, a decrease of $26,182, or 23.4%, from the $111,719 of subscriber revenue generated during the three months ended March 31, 2013. Of the subscriber revenue generated during the three months ended March 31, 2014, $69,102 was attributable to the Early Enlister program. The decrease in subscription revenue during the quarter ended March 31, 2014 was primarily due to a prioritization of resources to the io4business market. The Company is now investing resources in subscription management for Radioio Live and anticipates better renewal rates and increased subscriptions for the remainder of 2014. Upon successfully migrating Radioio Live and Radioio.com subscribers to a new subscription platform near the end of March, 2014, the Company experienced substantially better subscription renewals and new subscribers. In addition, Radioio Live generated $2,798 of advertising revenue during the three months ended March 31, 2014, as compared to $21,356 of advertising revenue generated during the three months ended March 31, 2013. This decrease of $18,558, or 86.9%, was primarily due to changes in the management of the advertising operations and lower advertising rates.

Gross Profit

Gross ~~margin~~profit for the three months ended ~~September~~March 3031, ~~2013~~2014 was 3350.6%, as compared to 5240.4% infor the ~~prior~~three ~~year~~months ~~period~~ended March 31, 2013. This ~~decline~~increase in gross ~~margin~~profit was primarily due to the ~~sale~~Company’s decision to sell subscriptions to customers directly in lieu of ~~radio~~using ~~players~~a ~~which~~third ~~were~~party ~~sold~~administrator, atthereby oreliminating ~~near~~the direct cost of the third party administrator. ~~Gross~~ The ~~margins~~increase onwas ~~these~~offset by additional sales of radio players which were ~~zero~~sold ~~due~~at toor ~~limited~~near ~~time~~cost ~~promotions~~ to encourage new customers to sign up~~. The~~ ~~Company~~for ~~anticipates~~programs ~~selling~~offered ~~these~~by ~~radio~~io4business. Additionally, ~~players at~~ a ~~profit~~small ~~going~~portion ~~forward. Additionally,~~of the cost of on -air talent for ~~RadioioLive~~Radioio Live is fixed, whereas subscription and advertising revenue ~~fluctuates~~fluctuate. Amounts presented in the cost of sales consist primarily of the fees paid in 2013 to the third party administrator of the io4business program, the cost of radio players, music royalties to applicable governing bodies and expenses relating to the radio personalities.

Selling, General and Administrative Expenses

The Company is in the process of developing and expanding its operations. This process requires the addition of listeners and increasing the variety of content,. ~~and~~The ~~the~~ primary costs to deliver the content is the music programmers, ~~internet~~Internet hosting, and related expenses. This process also requires securing other sources of revenue, such as advertisers, for which the Company predominantly utilizes the services of third parties in exchange for a commission.

For the three months ended ~~September~~March 3031, ~~2013~~2014, selling, general and administrative expenses ~~increased~~incurred during such period totaled $~~730~~525,~~149~~241, an increase of $142,076, or ~~180.2~~37,1%, over the ~~same~~$383,165 ~~period~~incurred induring ~~2012~~the three months ended March 31, 2013, due to increased investment in the Company’s operations. The ~~primary~~increase ~~increases~~was primarily ~~related~~attributable to an increase of $~~480~~45,000 in ~~equity~~professional ~~based~~fees ~~compensation~~related to ~~the~~regulatory ~~Company’s~~reporting ~~new~~and ~~Chief~~related ~~Operating Officer~~costs, ~~increased~~an ~~legal~~additional ~~and~~$49,000 ~~accounting~~in ~~fees~~expenses related to enhancements of the ~~Merger~~Company’s website and ~~recent~~marketing ~~financings~~consulting, ~~expenses~~increased ~~related~~advertising toof ~~upgrading~~$19,000, ~~its~~increased ~~website~~cost of directors’ and officers’ insurance of $14,000 and increased ~~marketing~~travel expenses of $9,000.

Impairment of Goodwill

The Company recorded an impairment charge for the three and nine months ended September 30, 2013 of approximately $1,204,000. The impairment was due to the Company reallocating its focus and resources away from the consumer music streaming business, which was acquired during the year ended December 31, 2011, to the background music and the talk radio platforms. The Company’s shift in focus is a primarily due to a strategic decision to spread existing resources over fewer projects.

Depreciation

For the three months ended September 30, 2013, depreciation expense decreased from $6,208 in 2012 to $6,031 in 2013. This decrease is the result of items being fully depreciated at the end of 2012.

Interest Expense

The Company incurred $51,647 of interest expense in connection with the convertible debentures, including accretion of debt discount, ($36,647) issued during the three months ended September 30, 2013 as well as the interest on the note ($15,000). No interest expense was incurred during the three months ended September 30, 2012.

Net Loss

The Company ~~realized~~generated a net loss of $2402,~~244,470~~872 for the three months ended ~~September~~March 3031, ~~2013~~2014, which was an increase of $2170,~~040,241,~~718 asover ~~compared to~~ the net loss of $~~204~~232,~~229~~154 for the ~~same~~three ~~period~~months inended ~~2012. Of~~March ~~this $2~~31,~~040,241~~ ~~increase, $1,204,000 was due to the impairment of goodwill, $480,000 was due to a one time equity based compensation charge, and $51,647 of interest expense~~2013. The ~~remaining $304,594~~ increase in net loss was due to the Company’s increased selling, general and administrative expenses related to ~~upgrading~~SEC reporting, the ~~website~~upgrade of the Company’s infrastructure and measurement capabilities, and increased sales and marketing activities, as well as a $5328,~~622~~745 decrease in gross profit.

Nine Months Ended September 30, 2013 and 2012

The following table presents the percentage of period-over-period dollar change for the selected line items in the Company’s consolidated statements of operations for the nine months ended September 30, 2013 and 2012. These comparisons of financial results are not necessarily indicative of future results.

	Nine Months Ended September 30,
	2013			2012
	(Unaudited)			(Unaudited)			% Change
Sales	$	1,234,292		$	1,202,915			2.6	%
Cost of goods sold		760,545			552,997			37.5	%
Gross profit		473,747			649,918			(27.1	%)
Operating expenses:
Selling and general and administrative		1,980,820			1,155,364			71.4	%
Impairment of goodwill		1,204,000			-			N/A
Depreciation and amortization		18,188			34,474			(47.2	%)
Total expenses		3,203,008			1,189,838			169.2	%
Net operating loss		(2,729,261	)		(539,920	)		(405.5	%)
Interest expense		(51,647	)		-			N/A
Net loss before income taxes	$	(2,780,908	)	$	(539,920	)		(415.1	%)

Revenue

Total revenue for the nine months ended September 30, 2013 was $1,234,292, an increase of $31,377, or 2.6%, over the $1,202,915 of total revenue generated during the same period in 2012.

io4business implemented a program to eliminate the use of a third party administrator and completely transitioned to selling directly to clients during the quarter ended September 30, 2013. During the first eight months of 2013, the Company steadily grew its direct subscription business, however, in September 2013 subscription revenue from its third party administrator ceased. Subscription revenue for the nine months ended September 30, 2013 increased by $30,646 over the subscription revenue generated during the same period in 2012, primarily due to the increased subscription revenue generated for the first two quarters of 2013. In addition, due to selling direct, io4business generated approximately $185,121 in revenue through the sale of radio player equipment during the nine months ended September 30, 2013. The Company did not generate any gross profit on the sale of these players.

Radioio subscription revenue increased by $1,300, or 3.3%, for the nine months ended September 30, 2013, as compared to the subscription generated during the same period in 2012, while advertising revenue decreased $47,280, or 68.3%, for the nine months ended September 30, 2013, as compared to the advertising revenue generated during the same period in 2012, due to changes in the management of advertising operations. There were no changes to the operating programs of Radioio.

Radioio Live generated $315,165 in subscriber revenue during the nine months ended September 30, 2013, a decrease of $76,067, or 19.4%, from the $391,231 of subscriber revenue generated during the same period in 2012. Of the subscriber revenue generated during the nine months ended September 30, 2013, $207,282 is attributable to the Early Enlister program. The decrease in subscription revenue during the nine months ended September 30, 2013, is primarily due to a lack of resources to market and manage the subscription program. In addition, RadioioLive generated $51,894 of advertising revenue during the nine months ended September 30, 2013, as compared to $97,818 of advertising revenue generated during the same period in 2012. This 47% decrease was primarily due to changes in the management of the advertising operations, lower website traffic, and lower advertising rates.

Gross Profit

Gross margin for the nine months ended September 30, 2013 was 38% compared to 54% in the prior year period. This decline in gross margin was primarily due to the sale of radio players in the September 2013 quarter which were sold at or near cost. Gross margins on these radio players were zero due to limited time promotions to encourage new customers to sign up. The Company anticipates selling these radio players at a profit going forward. Additionally, the cost of on air talent for Radioio Live is fixed, whereas subscription and advertising revenue fluctuates.

Selling, General and Administrative Expenses

The Company is in the process of developing and expanding its operations. This process requires the addition of listeners and increasing the variety of content, and the primary costs to deliver the content is the music programmers, internet hosting, and related expenses. This process also requires securing other sources of revenue such as advertisers, for which the Company predominantly utilizes the services of third parties in exchange for a commission.

For the nine months ended September 30, 2013, selling, general and administrative expenses increased $825,456, or 71.4%, over the same period in 2012 due to increased investment in the Company’s operations. The primary increases related to $480,000 in equity based compensation paid to the Company’s new Chief Operating Officer in lieu of salary, increased legal and accounting fees related to the Merger and recent financings, expenses related to upgrading its website, and increased marketing.

Impairment of Goodwill

The Company recorded an impairment charge for the three and nine months ended September 30, 2013 of approximately $1,204,000. The impairment was due to the Company reallocating its focus and resources away from the consumer music streaming business, which was acquired during the year ended December 31, 2011, to the background music and the talk radio platforms. The Company’s shift in focus is primarily due to a strategic decision to spread existing resources over fewer projects.

Depreciation

For the nine months ended September 30, 2013, the Company incurred $18,188 in depreciation expense, a $16,286, or 47.2%, decrease from the $34,474 reported for the nine months ended September 30, 2012. This decrease is the result of items being fully depreciated at the end of 2012.

Interest Expense

The Company incurred $51,647 of interest expense in connection with the convertible debentures, including accretion of debt discount, ($36,647) issued during the third quarter of 2013 as well as interest on the note ($15,000). No interest expense was incurred during the nine months ended September 30, 2012.

Net Loss

The Company realized a net loss of $2,781,908 for the nine months ended September 30, 2013, an increase of $2,241,988, as compared to the net loss of $539,920 for the same period in 2012. Of this $2,241,988 increase, $1,204,000 was due to the impairment of goodwill, $480,000 was due to a one time equity based compensation charge and interest expense of $51,647. The remaining $506,351 increase in net loss was due to the Company’s increased selling, general and administrative expenses related to upgrading the website and increased marketing activities as well as a $176,171 decrease in gross profit.

Liquidity and Capital Resources

We have generated operating losses and negative cash flow from operations since inception of our current business in November 2005. We incurred net losses of $2402,~~781,908~~872 and $~~539~~232,~~920~~154 for the ~~nine~~three months ended ~~September~~March 3031, ~~2013~~2014 and ~~2012~~2013, respectively, and we may continue to experience net operating losses. At ~~September~~March 3031, ~~2013~~2014, we had ~~negative~~a working capital deficiency of $21,~~082~~320,~~626~~202, as compared to ~~$1,063,842~~a ~~at December 31, 2012. The~~ working capital ~~decrease~~deficiency ~~is the result~~ of ~~the issuance of convertible debentures by the Company in order to generate additional cash for operations~~$1,279,635 ~~advances~~at ~~made~~March ~~by a related party shareholder~~31, ~~and~~ ~~the increase in accounts payable and accrued expenses~~2013.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2013~~2014, we experienced negative cash flow from operations of $~~512~~339,~~953~~744, as compared to negative cash flow from operations of $~~352~~107,~~029~~190 during the ~~nine~~three months ended ~~September~~March 3031, ~~2012~~2013. Of the $2402,~~781,908~~872 net loss for the ~~nine~~three months ended ~~September~~March 3031, ~~2013~~2014, $121,~~735,735~~708 was attributable to non-cash expenses. The ~~remaining~~cash ~~increase~~flows infrom ~~negative~~operations other than non-cash ~~flow~~items, ~~from~~resulted ~~operations~~in an increase of $~~947~~41,~~735~~420 for the ~~first~~three ~~nine~~ months ofended ~~2013~~March 31, 2014, which is primarily attributable to an increase in accounts ~~receivable $54,899, purchases of inventory $28,290, offset by increases in accounts~~ payable and accrued expenses of $~~283~~95,~~963~~088, and a decrease in prepaid ~~expenses~~consulting of $5155,~~376~~564, aoffset ~~decrease~~by inan ~~unbilled~~increase ~~receivables~~in inventory of $3815,~~461~~852, aan ~~decrease~~increase in other prepaid ~~consulting~~expenses of $~~295~~8,~~877,~~646 and a decrease in deferred revenue of $5377,~~268~~287. The decrease in deferred revenue, prepaid expenses and advance payments on contractual obligations is the result of the launch of ~~RadioioLive~~Radioio Live and the Early Enlister program in the first quarter of 2011 and the payments made to talent and content providers that are recognized as expenses pro-rata in the same manner as subscription revenue, along with the recognition of consulting expense on the prepaid consulting agreements. All items related to the Early Enlister program have been fully recognized as of the quarter ended March 31, 2014.

~~The Company did not purchase capital assets in the first nine months of 2013 as compared to $10,703 for the same period in 2012.~~15

~~Net~~The ~~cash~~Company ~~provided~~did bynot ~~financing~~purchase ~~activities~~capital inassets during the ~~first~~three ~~nine~~ months ofended ~~2013~~March ~~was $733~~31,~~493,~~ as2014 ~~compared~~or toduring ~~$366,196 for~~ the ~~same~~three ~~period~~months ofended ~~2012,~~March ~~as the result of additional advances from related party stockholders $293~~31,~~493,~~ ~~the receipt of proceeds from the sale of shares of common stock $90,000 and the receipt of proceeds from the issuance of convertible debentures $350,000~~2013.

AsNet ~~of December 3, 2013, our~~ cash ~~position~~provided ~~was~~by ~~approximately~~financing ~~$128,000. Historically,~~activities wein ~~have~~the ~~relied~~three ~~upon~~months ~~outside~~ended ~~investor~~March ~~funds to maintain our operations and develop our business and on November 12~~31, ~~2013~~2014 wewas ~~received an investment of~~ $~~200~~250,000, ~~through~~as ~~the~~compared ~~issuance of a convertible debenture~~ to an$94,101 ~~institutional~~for ~~investor. We anticipate raising additional capital within~~ the ~~next~~three ~~twelve~~ months ~~from~~ended ~~investors~~March ~~for working capital and business expansion needs. We can provide no assurance that additional investor funds will be available on terms acceptable to us~~31, ~~if at all. If we are unable to obtain additional financing to meet our working capital requirements~~2013, weas ~~may have to curtail or cease our business operations. However, we believe we can continue operations through~~ the ~~first~~result ~~quarter~~ of ~~2014. Please see~~ the ~~Basis~~receipt of ~~Presentation~~$250,000 ~~paragraph~~of ingross ~~Note~~proceeds 2from of the ~~Notes~~sale toof ~~Consolidated~~shares ~~Financial~~of ~~Statements~~common ~~contained herein~~stock.

As of June 30, 2014, our cash position was approximately $116,000. Historically, we have relied upon outside investor funds to maintain our operations and develop our business. We anticipate raising additional capital within the next twelve months from investors for working capital and business expansion needs; however, we can provide no assurance that additional investor funds will be available on terms acceptable to us, if at all. If we are unable to obtain additional financing to meet our working capital requirements, we may have to curtail portions of our business operations. We believe we can continue our current operations through September 30, 2014 without additional debt financing.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk.

~~Not~~The ~~Applicable~~Company is a smaller reporting company and is therefore not required to provide this information.

Item 4.

Controls and Procedures.

The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~Commission~~SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

21Our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Exchange Act, as of the end of the period covered by this quarterly report. Based on his evaluation, he concluded that our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting that applied as of December 31, 2011 and continue to apply as of March 31, 2014. Our management intends to design and implement processes and procedures that will provide reasonable assurance regarding the reliability of our financial reporting and preparation of financial statements for external purposes in accordance with U.S. GAAP, as funding becomes available to be able to put the components in place.

~~Our~~In ~~principal~~making ~~executive~~this ~~and~~assessment, ~~principal~~management ~~financial~~used ~~officer has evaluated~~ the ~~effectiveness~~criteria ofset ~~our~~forth ~~disclosure controls and procedures, as defined~~ in ~~Rules~~Internal ~~13a~~Control –Over ~~15(e)~~Financial ~~and~~Reporting ~~15d~~— ~~-15(e)~~Integrated ~~under~~Framework ~~the~~issued ~~Exchange~~in ~~Act,~~1992 ~~as of the end of the period covered~~ by this quarterly report. Based on his evaluation, he concluded that our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting that applied as of December 31, 2011 and continue to apply as of September 30, 2013. Our management intends, to design and implement processes and procedures that will provide reasonable assurance regarding the ~~reliability~~Committee of ~~our~~Sponsoring ~~financial~~Organizations ~~reporting and preparation~~ of ~~financial statements for external purposes in accordance with U.S. GAAP, as funding becomes available to be able to put~~ the ~~components~~Treadway ~~in place~~Commission.

In making this assessment, management used the criteria set forth in Internal Control Over Financial Reporting — Guidance for Smaller Public Companies issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Changes in Internal Control over Financial Reporting

~~Effective~~There ~~August~~has ~~28,~~been ~~2013,~~no ~~Thomas~~change ~~Bean~~in ~~resigned~~Radioio’s asinternal ~~Chairman,~~control ~~President,~~over ~~Chief~~financial ~~Executive~~reporting ~~Officer~~during ~~and~~Radioio’s ~~Chief~~last ~~Financial~~fiscal ~~Officer~~quarter ofthat ~~the~~has ~~Company,~~materially ~~and the Board of Directors of the Company appointed Zachary McAdoo as Chairman~~affected, ~~President,~~or ~~Chief Executive Officer and Chief Financial Officer of the Company. The Company~~ is inreasonably ~~the~~likely ~~process of searching for a suitable, qualified candidate~~ to ~~serve~~materially ~~as a separate Chief Financial Officer of the Company~~affect, atRadioio’s ~~which~~internal ~~time~~control ~~Zachary~~over ~~McAdoo~~financial ~~would resign as Chief Financial Officer and remain as Chairman, President and Chief Executive Officer of the Company~~reporting.

~~The Company believes that the foregoing actions are reasonably likely to materially affect the Company’s internal control over financial reporting in the future.~~16

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

~~From~~On ~~time~~May to20, ~~time~~2014, weTurnkey ~~may~~filed ~~become~~a ~~involved~~complaint in ~~various~~the ~~lawsuits~~United ~~and~~States ~~legal~~District ~~proceedings~~Court ~~that~~for ~~arise~~the inMiddle ~~the~~District ~~ordinary~~of ~~course~~Florida against io4business, a wholly-owned subsidiary of ~~business~~Radioio, and other defendants. The ~~However,~~complaint ~~litigation~~alleges isunfair ~~subject~~competition tounder ~~inherent~~the ~~uncertainties,~~trademark and anfalse ~~adverse~~advertising ~~result~~provisions inof ~~these~~the orLanham ~~other~~Act, ~~matters~~conspiracy ~~may~~to ~~arise~~violate ~~from~~the ~~time~~Lanham Act, defamation, dissemination of false and misleading advertising to ~~time~~the ~~that~~general ~~may~~public, ~~harm~~intentional ~~our~~interference with business. Werelationships, ~~are~~misappropriation ~~currently~~of ~~not~~confidential ~~aware~~information and breach of ~~any~~contract. Turnkey’s ~~such~~allegations ~~legal~~relate ~~proceedings~~to orio4business’ ~~claims~~relationship ~~that~~with weIndependent ~~believe~~Purchasing ~~will~~Cooperative, ~~have~~Inc., a ~~material~~cooperative ~~adverse~~comprised ~~effect~~of onSubway ~~our~~restaurant ~~business~~franchisees. Turnkey seeks a preliminary and permanent injunction, ~~financial~~money ~~condition~~damages orand ~~operating~~attorneys’ ~~results~~fees. Radioio does not believe there is any merit to Turnkey’s allegations and will vigorously defend this action.

Item 1A.

Risk Factors.

~~ioWorldMedia~~The Company is a smaller reporting company and is therefore not required to provide this information.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

~~None~~On March 11, 2014, Zanett Opportunity Fund, Ltd. purchased 384,615 shares of Radioio common stock for an aggregate purchase price of $250,000, or $.65 per share. Radioio will use the proceeds from this sale of common stock for working capital purposes.

On March 11, 2014, Radioio issued an aggregate of 20,161 shares of common stock to five service providers as consideration for services rendered.

In connection with these issuances of common stock, Radioio relied on the exemption from registration provided by Section 4(2) of the Securities Act for sales of securities not involving a public distribution.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

~~None.~~Asset Acquisition

On April 29, 2014, Radioio entered into an asset purchase agreement with Crowdstream pursuant to which Radioio acquired certain assets used in CrowdStream’s mobile application business in exchange for aggregate cash payments of $50,000 and 86,456 shares of Radioio’s common stock, which have a market value of $60,000 based on the average closing price of Radioio’s common stock on the OTC Bulletin Board on the five trading days preceding the date of the agreement. The assets acquired by Radioio include Crowdstream’s mobile applications that allow attendees at live music and other entertainment events to interact with other attendees and with performers, as well as the rights to the name “CrowdStream” and other social media assets. The asset purchase Agreement was subsequently amended on June 11, 2014 to reduce the amount of the aggregate cash payments to $42,500.

In connection with this transaction, Radioio entered into a consulting agreement with Brian Bason, a principal of Crowdstream, pursuant to which Mr. Bason will provide business development and software development services to Radioio related to the CrowdStream application. The consulting agreement provides that Radioio will pay Mr. Bason $5,000 per month for such services. The consulting agreement has an initial term of 12 months, which may be renewed upon the written agreement of the parties. The consulting agreement was subsequently amended on June 11, 2014 to provide for the payment of an engagement fee to Mr. Bason in the amount of $7,500, which is payable not later than 180 days after the date of the agreement.

Consulting Agreement

On May 19, 2014, the Company entered into a consulting agreement with a third party for consulting services regarding investor relations. The agreement has a term of six months and can be terminated by either party after three months upon 30 days prior written notice. The Company will pay a monthly fee of $4,000 and issue a warrant for 30,000 shares of common stock for each three month period the agreement is in effect. Each of the warrants will have a five year term and a cashless exercise feature. The initial warrant, issued at the inception of the agreement, may be exercised at per share price of $0.625. The exercise price of each subsequent warrant will equal the average of the closing price of the common stock for the 20 trading days prior to the issuance of the warrant.

Issuance of Common Stock

Between May 1, 2014 and June 30, 2014, Radioio issued 269,231 shares of its common stock to Zanett for an aggregate purchase price of $175,000. Radioio will use the proceeds from this sale of common stock for working capital and other operational purposes. In connection with this issuance of common stock, Radioio relied on the exemption from registration for private placements of securities not involving a public distribution provided by Section 4(2) of the Securities Act.

Description of Radioio’s Securities

Radioio is authorized to issue a total of one hundred ten million (110,000,000) shares of capital stock, consisting of one hundred million (100,000,000) shares of common stock, par value $.001 per share, and ten million (10,000,000) shares of “blank check” preferred stock, par value $.001 per share.

The shares of common stock have equal rights and privileges with respect to voting, liquidation and dividend rights. Each share of common stock entitles the holder thereof (a) to one vote for each share held of record on all matters submitted to a vote of the stockholders; (b) to participate in and to receive any and all such dividends as may be declared by Radioio’s board of directors in proportion to the amounts paid upon the shares; and (c) to participate pro rata in any distribution of assets available for distribution upon liquidation, after payment shall have been made to the holders of shares of the preferred stock of the full amount to which they are entitled. Holders of shares of common stock do not have preemptive rights to acquire additional shares of common stock or any other securities of Radioio. The shares of common stock are not subject to redemption and carry no subscription or conversion rights.

The preferred stock may from time to time be divided into and issued in series. The different series of preferred stock shall be established and designated, and the variations in the relative rights and preferences as between the different series shall be fixed and determined by Radioio’s board of directors. As of the date of this report, Radioio’s board of directors had not established any series of preferred stock, there were no shares of preferred stock issued and outstanding, and no active public trading market for shares of the preferred stock existed.

Indemnification of Officers and Directors

As permitted by the provisions of the Nevada General Corporation Law (the “NGCL”), Radioio has the power to indemnify any person made a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of Radioio, by reason of the fact that he or she is or was a director, officer, employee or agent of Radioio, or was serving at the request of Radioio as a director, officer, employee or agent of another corporation or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of Radioio, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that a director, officer, employee or agent of Radioio did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to Radioio’s best interests, and, in any criminal action or proceeding, he or she had reasonable cause to believe the conduct was unlawful.

As further permitted by the provisions of the NGCL, Radioio has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of Radioio to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of Radioio, or is or was serving at the request of Radioio as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit, if the person acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of Radioio. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to Radioio or for amounts paid in settlement to Radioio, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

The NGCL further provides that, to the extent that a director, officer, employee or agent of Radioio has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the preceding paragraphs, or in defense of any claim, issue or matter therein, Radioio shall indemnify him or her against expenses, including attorneys’ fees, actually and reasonably incurred by him or her in connection with the defense.

Radioio’s Bylaws provide that Radioio shall indemnify any individual made a party to a proceeding because the individual is or was a director of Radioio, against liability incurred in the proceeding if the individual (a) acted in good faith and (b) (i) in the case of conduct in such individual’s official capacity with Radioio, such individual reasonably believed that such individual’s conduct was in Radioio’s best interests, (ii) in all other cases, such individual reasonably believed that such individual’s conduct was at least not opposed to Radioio’s best interests, and (iii) in the case of any criminal proceeding, such individual had no reasonable cause to believe such individual’s conduct was unlawful. Indemnification in connection with a proceeding by or in the right of Radioio is limited to reasonable expenses incurred in connection with the proceeding. However, Radioio shall not indemnify a director if (a) the director was adjudged liable to Radioio in connection with a proceeding by or in the right of Radioio, or (b) the director was adjudged liable on the basis that personal benefit was improperly received by the director in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity.

Radioio’s Bylaws further provide that Radioio’s board of directors may indemnify any officer, employee, or agent of Radioio who is not a director of Radioio, to the same extent as to a director, or to any greater extent consistent with public policy, as determined by the general or specific actions of the board of directors.

The NGCL provides that a corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against the person and liability and expenses incurred by the person in his or her capacity as a director, officer, employee or agent, or arising out of his or her status as such. Radioio’s Bylaws provide that Radioio may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary or agent of Radioio, against any liability asserted against or incurred by such person in that capacity or arising from such person’s status as a director, officer, employee, fiduciary, or agent, whether or not Radioio would have the power to indemnify such person under the applicable provisions of the NGCL.

In addition, Radioio’s Articles of Incorporation provide that, to the fullest extent permitted by the NGCL, the officers and directors of Radioio shall not be personally liable to Radioio or its stockholders for damages for breach of fiduciary duty as a director or officer, except for acts or omissions which involve intentional misconduct, fraud, knowing violation of law, or unlawful distribution prohibited by the NGCL. If the NGCL is amended to further eliminate the liability of officers and directors of a Nevada corporation, then the liability of an officer or director of Radioio shall be eliminated to the fullest extent permitted by the NGCL, as so amended.

Item 6.

Exhibits.

See Index to Exhibits commencing on page E-1.

2219

SIGNATURES

In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	IOWORLDMEDIA, INCORPORATED
	RADIOIO, INC.
Date: December 10, 2013	By:	/s/ Zachary McAdoo
Date: July 1, 2014	By:	/s/ Zachary McAdoo
		Zachary McAdoo Chairman, President, Chief Executive Officer and Chief Financial Officer

2320

Exhibit No.		Title of Document
2.1		Agreement and Plan of Merger by and between ioWorldMedia, Incorporated (the “Company”) and Radioio, Inc. dated as of October 28, 2013 (Incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2013).
3.1		Articles of Incorporation of the Company (Incorporated herein by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q filed with the SEC on August 12, 2011)).
3.2		Articles of Amendment to the Articles of Incorporation of the Company filed January 10, 1996 (Incorporated by reference to Exhibit 3.2 to the Company’s quarterly report on Form 10-Q filed with the SEC on August 12, 2011).
3.3		Articles of Amendment of the Articles of Incorporation of the Company filed June 1, 2001 (Incorporated by reference to Exhibit 3.4 to the Company’s quarterly report on Form 10-Q filed with the SEC on August 12, 2011).
3.4		Articles of Amendment of the Articles of Incorporation of the Company for Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock filed August 30, 2001 (Incorporated by reference to Exhibit 3.5 to the Company’s quarterly report on Form 10-Q filed with the SEC on August 12, 2011).
3.5		Articles of Amendment to the Articles of Incorporation of the Company dated December 21, 2005 (Incorporated by reference to Exhibit 3.5 to the Company’s annual report on Form 10-K filed with the SEC on April 21, 2011).
3.6		Amendment to the Articles of Incorporation of the Company filed April 28, 2011 (Incorporated by reference to Exhibit 3.7 to the Company’s quarterly report on Form 10-Q filed with the SEC on August 12, 2011).
3.7		Bylaws of the Company (Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-00250)).
4.1		Form of 10% Convertible Debenture issued by the Company to Big Red Investments Partnership, Ltd. on September 3, 2013 in the principal amount of $100,000; Zanett Opportunity Fund, Ltd. on September 3, 2013 in the principal amount of $150,000; Big Red Investments Partnership, Ltd. on August 28, 2013 in the principal amount of $332,163; an unaffiliated individual investor on September 3, 2013 in the principal amount of $100,000; Bubba Radio Network, Inc. on August 28, 2013 in the principal amount of $80,311; and Twin Management Group, Inc. on August 28, 2013 in the principal amount of $15,000 (Incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on September 9, 2013).
4.2		Form of 10% Convertible Debenture issued by the Company to an unaffiliated institutional investor on November 12, 2013 in the principal amount of $200,000 (Incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on November 11, 2013.
10.1		Employment Agreement between the Company and Zachary McAdoo, dated August 28, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on September 3, 2013).
10.2		Employment Agreement between the Company and Julia Miller, dated August 28, 2013 (Incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on September 3, 2013).
31.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*		The following materials from the Company’s quarterly report on Form 10-Q for the period ended July 31, 2013, formatter in Extensible Business Reporting Language (XBRL): (i) balance sheets; (ii) statements of operations; (iii) statements of cash flows; and (iv) notes to the financial statements.
* Pursuant to Rule 406T of Regulation S-T, the interactive data files included as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

EXHIBIT INDEX

Exhibit No.
2.1		Agreement and Plan of Merger by and between ioWorldMedia, Incorporated and Radioio, Inc. (the “Company”) dated as of October 28, 2013. (Incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2013.)

2.2.1		Asset Purchase Agreement by and between the Company and Crowdstream, Inc. dated April 29, 2014. (Incorporated by reference to Exhibit 2.1 to the Company’s current Form 8-K filed with the SEC on May 5, 2014.)

2.2.2		Amendment No. 1 to Asset Purchase Agreement by and between the Company and Crowdstream, Inc. dated June 11, 2014.

3.1		Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1 to the Company’s annual report on Form 10-K for the year ended December 31, 2013 filed with the SEC on May 21, 2014.)

3.2		Bylaws of the Company. (Incorporated by reference to Exhibit 3.2 to the Company’s annual report on Form 10-K for the year ended December 31, 2013 filed with the SEC on May 21, 2014.)

4.1		Specimen stock certificate representing the Company’s common stock, par value $.001 per share.

10.1		Employment Agreement between the Company and Zachary McAdoo, dated August 28, 2013. (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on September 3, 2013.)

10.2		Employment Agreement between the Company and Julia Miller, dated August 28, 2013. (Incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on September 3, 2013.)

10.3		Programming Agreement between Radioio Live, LLC and The Bubba Radio Network, Inc. dated October 15, 2013. (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on May 5, 2014.)

10.4		Sublease Letter Agreement between the Company and Mediabistro Inc. dated August 27, 2013. (Incorporated by reference to Exhibit 10.4 to the Company’s annual report on Form 10-K for the year ended December 31, 2013 filed with the SEC on May 21, 2014.)

31.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		The following materials from the Company’s quarterly report on Form 10-Q for the three months March 31, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) balance sheets; (ii) statements of operations; (iii) statements of cash flows; and (iv) notes to the consolidated financial statements.

Pursuant to Rule 406T of Regulation S-T, the interactive data files included as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

E-1

Filing Compare · Radioio, Inc.