UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):
April 16, 2014
 
Radioio, Inc.
(Exact name of registrant as specified in charter)
 
Nevada
  
000-27574
  
59-3350778
(State or other jurisdiction of
incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
475 Park Avenue South, 4th Floor, New York, NY
  
10016
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code:  (212) 486-3364
 
 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Section 3 – Securities and Trading Markets
 
Item 3.02  Unregistered Sales of Equity Securities
 
On April 16, 2014, Radioio, Inc. (the “Company”) sold an aggregate of 80,000 shares of the Company’s common stock, par value $.001 per share (“Common Stock”), to an individual investor for an aggregate purchase price of $52,000, or $0.65 per share. 
 
On April 17, 2014, the Company sold an aggregate of 153,846 shares of Common Stock to Zanett Opportunity Fund, Ltd. for an aggregate purchase price of $100,000, or $.65 per share.
 
The Company will use the proceeds from these sales of Common Stock for working capital purposes.
 
In connection with the issuances of shares of Common Stock described above, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act of 1933, as amended.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
RADIOIO, INC.
     
April 22, 2014
By:
/s/ Zachary McAdoo
   
Zachary McAdoo
   
Chairman, President, Chief Executive Officer and
Chief Financial Officer
 
 
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