UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 000-27574
NOTIFICATION OF LATE FILING
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x
Form 10-K
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Form 11-K
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Form 20-F
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Form 10-Q
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Form N-SAR
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For Period Ended
December 31, 2013
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Transition Report on Form 10-K
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Transition Report on Form 10-Q
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Transition Report on Form 20-F
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Transition Report on Form N-SAR
For the Transition Period Ended: _______________________________________
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I
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REGISTRANT INFORMATION
RADIOIO, INC.
(Full Name of Registrant)
Not Applicable
Former Name if Applicable
475 Park Avenue South, 4
th
Floor
Address of Principal Executive Office
(Street and Number)
New York, New York 10016
City, State and Zip Code
PART II
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RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)
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x
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(a)
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The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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x
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(b)
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The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof will be filed on or before the 15
th
calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
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o
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(c)
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The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III
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NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period.
On March 12, 2014, the Securities and Exchange Commission (the “SEC”) notified Radioio, Inc. (the “Company”) that the Public Company Accounting Oversight Board had revoked the registration of Patrick Rodgers, CPA, PA, the Company’s former independent registered public accounting firm, effective March 6, 2014. As Patrick Rodgers, CPA, PA had audited the Company’s consolidated financial statements for the year ended December 31, 2012, the SEC has required the Company to arrange for another independent registered public accounting firm to re-audit such consolidated financial statements, which are required to be included in the Company’s annual report on Form 10-K for the year ended December 31, 2013. As a result, the Company is unable to file its annual report on Form 10-K within the prescribed time period without unreasonable effort or expense. The Company’s annual report on Form 10-K will be filed on or before the 15
th
calendar day following the prescribed due date.
PART IV
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OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
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Zachary McAdoo
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(212)
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486-3364
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
x
Yes
o
No
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(3)
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Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
o
Yes
x
No
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If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
RADIOIO, INC.
(Name of registrant as specified in its charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: March 31, 2014
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By:
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/s/ Zachary McAdoo
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Zachary McAdoo
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Chairman, President, Chief Executive Officer
and Chief Financial Officer
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