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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Radioio Inc (CE) | USOTC:RAIO | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
RADIOIO, INC.
|
(Exact name of registrant as specified in its charter)
|
Nevada
|
|
59-3350778
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
475 Park Avenue South, 4
th
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)
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
o
|
|
|
|
|
|
|
|
Non-accelerated filer
|
o
|
|
Smaller reporting company
|
x
|
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|
|
Page
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|
|
PART I.
|
FINANCIAL INFORMATION
|
|
|
|
|
Item 1.
|
Financial Statements
|
1
|
|
|
|
|
Consolidated Balance Sheets (unaudited) as of March 31, 2014 and December 31, 2013
|
2
|
|
|
|
|
Consolidated Statements of Operations (unaudited) for the Three Months Ended March 31, 2014 and 2013
|
3
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|
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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
|
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
13
|
|
|
|
Item 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
16
|
|
|
|
Item 4.
|
Controls and Procedures
|
16
|
|
|
|
PART II.
|
OTHER INFORMATION
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
17
|
|
|
|
Item 1A
|
Risk Factors
|
17
|
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
17
|
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
17
|
|
|
|
Item 4
|
Mine Safety Disclosures
|
17
|
|
|
|
Item 5.
|
Other Information
|
17
|
|
|
|
Item 6.
|
Exhibits
|
19
|
|
|
|
Signatures
|
|
20
|
|
|
|
Index of Exhibits
|
E-1
|
Item 1.
|
Financial Statements
|
|
|
March 31,
2014
|
|
|
December 31,
2013
|
|
||
ASSETS
|
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
|
||
Cash
|
|
$
|
58,792
|
|
|
$
|
148,536
|
|
Accounts receivable
|
|
|
105,723
|
|
|
|
106,124
|
|
Unbilled receivables
|
|
|
13,523
|
|
|
|
5,675
|
|
Inventory
|
|
|
30,763
|
|
|
|
14,911
|
|
Prepaid consulting
|
|
|
84,325
|
|
|
|
76,872
|
|
Prepaid expenses
|
|
|
46,185
|
|
|
|
37,539
|
|
Total current assets
|
|
|
339,311
|
|
|
|
389,657
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net of accumulated depreciation
|
|
|
56,102
|
|
|
|
62,125
|
|
|
|
|
|
|
|
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
Prepaid consulting
|
|
|
-
|
|
|
|
63,017
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
395,413
|
|
|
$
|
514,799
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
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
|
||||
Deferred revenue
|
|
|
208,699
|
|
|
|
288,281
|
|
Other liability
|
400,000
|
400,000
|
||||||
Share liability
|
|
|
21,830
|
|
|
|
18,645
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
1,659,513
|
|
|
|
1,640,822
|
|
|
|
|
|
|
|
|
|
|
Deferred revenue, non-current
|
|
|
8,190
|
|
|
|
5,895
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
1,667,703
|
|
|
|
1,646,717
|
|
|
Stockholders' deficiency
|
|
|
|
|
|
|
|
|
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
|
|
|
67,840,601
|
|
|
|
67,578,506
|
|
Accumulated deficit
|
|
|
(69,118,820
|
)
|
|
|
(68,715,948)
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders' deficiency
|
|
|
(1,272,290
|
)
|
|
|
(1,131,918)
|
)
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' deficiency
|
|
$
|
395,413
|
|
|
$
|
514,799
|
|
|
|
Three Months Ended
|
|
|||||
|
|
March 31,
|
|
|||||
|
|
2014
|
|
|
2013
|
|
||
|
|
|
|
|
|
|
||
Sales
|
|
$
|
253,704
|
|
|
$
|
389,326
|
|
|
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
125,312
|
|
|
|
232,189
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
128,392
|
|
|
|
157,137
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative
|
|
|
525,241
|
|
|
|
383,165
|
|
Depreciation
|
|
|
6,023
|
|
|
|
6,126
|
|
|
|
|
|
|
|
|
|
|
Total expenses
|
|
|
531,264
|
|
|
|
389,291
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(402,872
|
)
|
|
$
|
(232,154
|
)
|
|
|
|
|
|
|
|
|
|
Net loss per weighted share, basic and diluted
|
|
$
|
(0.07
|
)
|
|
$
|
(0.10
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding, basic and diluted
|
|
|
5,618,490
|
|
|
|
2,268,782
|
|
|
|
Three Months Ended
|
|
|||||
|
|
March 31,
|
|
|||||
|
|
2014
|
|
|
2013
|
|
||
Cash flows from operating activities
|
|
|
|
|
|
|
||
Net loss
|
|
$
|
(402,872
|
)
|
|
$
|
(232,154
|
)
|
Adjustment to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
6,023
|
|
|
|
6,126
|
|
Equity-based consulting expense
|
15,685
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
|
|
401
|
|
|
(2,587
|
)
|
|
Unbilled receivables
|
|
|
(7,848
|
)
|
|
|
16,687
|
|
Inventory
|
|
|
(15,852
|
)
|
|
|
(12,240
|
)
|
Accounts payable and accrued expenses
|
|
|
95,088
|
|
|
105,321
|
||
Prepaid expenses
|
|
|
(8,646
|
)
|
|
|
2,049
|
|
Prepaid consulting
|
|
|
55,564
|
|
|
|
79,314
|
|
Deferred revenue
|
|
|
(77,287
|
)
|
|
|
(69,706
|
)
|
Net cash used in operating activities
|
|
|
(339,744
|
)
|
|
|
(107,190
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock
|
|
|
250,000
|
|
|
|
-
|
|
Advances from related party stockholders
|
|
|
-
|
|
|
|
94,101
|
|
Net cash provided by financing activities
|
|
|
250,000
|
|
|
|
94,101
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash
|
|
|
(89,744
|
)
|
|
|
(13,089
|
)
|
Cash, beginning of period
|
|
|
148,536
|
|
|
|
17,865
|
|
Cash, end of period
|
|
$
|
58,792
|
|
|
$
|
4,776
|
|
|
Years
|
|||
Computer equipment
|
3-5 | |||
Office equipment
|
3 | |||
Furniture and fixtures
|
7 |
|
|
March 31,
2014
|
|
|
December 31,
2013
|
|
||
|
|
|
|
|
|
|
||
Computer equipment
|
|
$
|
479,973
|
|
|
$
|
481,150
|
|
Office equipment
|
|
|
1,137
|
|
|
|
1,137
|
|
|
|
|
481,110
|
|
|
|
482,287
|
|
Less: accumulated depreciation
|
|
|
(425,008
|
)
|
|
|
(420,162
|
)
|
|
|
$
|
56,102
|
|
|
$
|
62,125
|
|
|
|
Three Months Ended
March 31, 2014
(Unaudited)
|
|
|
Three Months Ended
March 31, 2013
(Unaudited)
|
|
||||||||||
Beginning balance
|
|
|
|
$
|
294,176
|
|
|
|
|
|
$
|
386,374
|
|
|||
Invoiced during the period
|
|
|
|
|
|
174,156
|
|
|
|
|
|
|
277,903
|
|
||
Deferred revenue recognized from prior period
|
|
$
|
(180,239
|
)
|
|
|
|
|
|
$
|
(90,220
|
)
|
|
|
|
|
Deferred revenue recognized from current period
|
|
|
(71,204
|
)
|
|
|
|
|
|
|
(257,389
|
)
|
|
|
|
|
Total revenue recognized current period
|
|
|
|
|
|
|
(251,443
|
)
|
|
|
|
|
|
(347,609
|
)
|
|
Ending balance
|
|
|
|
|
|
$
|
216,889
|
|
|
|
|
|
|
$
|
316,668
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Three Months Ended
March 31,
|
||||||||||||
|
2014
(Unaudited)
|
2013
(Unaudited)
|
% Change
|
|||||||||
Sales
|
$ | 253,704 | $ | 389,326 | (34.8 | %) | ||||||
|
||||||||||||
Cost of sales
|
125,312 | 232,189 | (46.0 | %) | ||||||||
|
||||||||||||
Gross profit
|
128,392 | 157,137 | (18.3 | %) | ||||||||
|
||||||||||||
Operating expenses:
|
||||||||||||
|
||||||||||||
Selling and general and administrative
|
525,241 | 383,165 | 37.1 | % | ||||||||
Depreciation
|
6,023 | 6,126 | (1.7 | %) | ||||||||
|
||||||||||||
Total expenses
|
531,264 | 389,291 | 36.5 | % | ||||||||
|
||||||||||||
Net loss
|
$ | (402,872 | ) | $ | (232,154 | ) | (73.5 | %) |
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
Item 4.
|
Controls and Procedures.
|
Item 1.
|
Legal Proceedings.
|
Item 1A.
|
Risk Factors.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds.
|
Item 3.
|
Defaults Upon Senior Securities.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Other Information.
|
Item 6.
|
Exhibits.
|
|
RADIOIO, INC.
|
|
|
|
|
Date: July 1, 2014
|
By:
|
/s/
Zachary McAdoo
|
|
Zachary McAdoo
Chairman, President, Chief Executive Officer and
Chief Financial Officer
|
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.
|
1 Year Radioio (CE) Chart |
1 Month Radioio (CE) Chart |
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