UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ___)*
RADIOIO,
INC.
(Name of Issuer)
Common
Stock, $0.001 par value per share
(Title of Class of Securities)
75041A100
(CUSIP Number)
Zachary McAdoo
475 Park Avenue South, 4th Floor
New York, NY 10016
(212)
486-3364
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December
11, 2013
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page. |
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE
13D |
|
|
CUSIP
No.: 75041A100 |
Page
2 of 8 Pages |
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zachary McAdoo |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☐
(b)
S |
3. |
SEC USE ONLY |
|
|
4. |
SOURCE OF FUNDS (See Instructions)
PF/OO |
5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ☐
N/A |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH |
7. |
SOLE
VOTING
POWER
105,000 |
8.
|
SHARED
VOTING
POWER
1,756,246 (1)
|
9. |
SOLE DISPOSITIVE POWER
105,000
|
10.
|
SHARED
DISPOSITIVE
POWER
1,756,246 (1)
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,861,246 |
12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)☐
N/A |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.2% |
14. |
TYPE
OF REPORTING PERSON (See Instructions)
IN |
SCHEDULE
13D |
|
|
CUSIP
No.: 75041A100 |
Page
3 of 8 Pages |
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zanett Opportunity Fund, Ltd. |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☐
(b)
S |
3. |
SEC USE ONLY |
|
|
4. |
SOURCE OF FUNDS (See Instructions)
AF/PF |
5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ☐
N/A |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH |
7. |
SOLE
VOTING
POWER
0 |
8.
|
SHARED
VOTING
POWER
1,756,246 (1)
|
9. |
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE
POWER
1,756,246(1)
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,756,246 |
12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)☐
N/A |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6% |
14. |
TYPE
OF REPORTING PERSON (See Instructions)
CO |
SCHEDULE
13D |
|
|
CUSIP
No.: 75041A100 |
Page
4 of 8 Pages |
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
McAdoo Capital, Inc. – I.R.S. Identification No. 26-4006681 |
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
☐
(b)
S |
3. |
SEC USE ONLY |
|
|
4. |
SOURCE OF FUNDS (See Instructions)
AF/OO |
5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) ☐
N/A |
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH |
7. |
SOLE
VOTING
POWER
0 |
8.
|
SHARED
VOTING
POWER
1,756,246 (1)
|
9. |
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE
POWER
1,756,246(1)
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,756,246 |
12. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)☐
N/A |
13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6% |
14. |
TYPE
OF REPORTING PERSON (See Instructions)
CO |
SCHEDULE 13D
Item 1. | Security and Issuer |
This
Schedule 13D relates to the common stock, par value $.001 per share (“Common Stock”), of Radioio, Inc., a Nevada corporation
(the “Company”). The principal executive offices of the Company are located at 475 Park Avenue South, 4th
Floor, New York, New York 10016.
Item 2. | Identity and Background |
Zachary
McAdoo
| (b) | Residence
or business address: |
Radioio,
Inc., 475 Park Avenue South, 4th Floor, New York, New York 10016.
| (c) | Mr.
McAdoo is the Company’s Chairman, President, Chief Executive Officer and Chief
Financial Officer. Mr. McAdoo is also the President of McAdoo Capital Inc. (“McAdoo
Capital”), which is the investment manager of Zanett Opportunity Fund, Ltd. (“Zanett”). |
| (d) | During
the past five years, Mr. McAdoo has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). |
| (e) | During
the past five years, Mr. McAdoo has not been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which resulted in him being subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or him being found
to be in violation with respect to any such laws. |
United
States
Item 3. | Source and Amount of Funds
or Other Consideration |
On
December 11, 2013, Zanett acquired 327,184 shares of Common Stock from the Company in connection with the merger of ioWorldMedia,
Incorporated (“ioWorldMedia”) with and into the Company, in exchange for 32,718,364 shares of ioWorldMedia’s
common stock held by Zanett immediately prior to the effectiveness of the merger.
On
March 11, 2014, Zanett purchased 384,615 shares of Common Stock from the Company for a purchase price of $250,000, or $.65 per
share.
On
April 17, 2014, Zanett purchased 153,846 shares of Common Stock from the Company for a purchase price of $100,000, or $.65 per
share.
On
June 30, 2014, Zanett purchased 269,231 shares of Common Stock from the Company for a purchase price of $175,000, or $.65 per
share.
Item 4. | Purpose of Transaction |
As
of the date this Schedule 13D is filed with the United States Securities and Exchange Commission (the “SEC”), except
in Mr. McAdoo’s capacity as an executive officer and director of the Company, as may be applicable, the reporting persons
have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of
the Company, including any plans or proposals to change the number of or term of directors or to fill any existing vacancies on
the Board of Directors; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other
material change in the Company’s business or corporate structure; (g) changes in the Company’s charter, by-laws or
instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h)
causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities association; (i) causing a class of equity securities
of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933,
as amended, or (j) any action similar to those enumerated above.
Item 5. | Interest in Securities of
the Issuer |
(a) As
of the date this Schedule 13D is filed with the SEC, the aggregate number of shares of Common Stock beneficially owned by Mr.
McAdoo is 1,861,246 shares, or approximately 27.2% of the class of securities identified in Item 1 based on 6,853,282 shares of
Common Stock outstanding as of August 11, 2014; the aggregate number of shares of Common Stock beneficially owned by Zanett is
1,756,246, or approximately 25.6% of the class of securities identified in Item 1; and the aggregate number of shares of Common
Stock beneficially owned by McAdoo Capital is 1,756,246, or approximately 25.6% of the class of securities identified in Item
1.
(b) The
number of shares of Common Stock as to which there is sole power to vote or to direct the vote, shared power to vote or to direct
the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, as it relates
to each of Mr. McAdoo, Zanett and McAdoo Capital is set forth in the forepart of this Schedule 13D, including the accompanying
footnotes, and such information is incorporated herein by reference.
(c) Except
as described above, Mr. McAdoo, Zanett and McAdoo Capital have not made any transactions in the class of securities reported herein
during the past sixty days.
(d) Not
applicable.
(e) Not
applicable.
Item 6. | Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer |
As
of the date this Schedule 13D is filed with the SEC, Zanett is the holder of an aggregate of 1,756,246 shares of the Company’s
Common Stock. McAdoo Capital is the investment manager of Zanett, and may be deemed to have an indirect interest in the shares
of Common Stock held by Zanett. Mr. McAdoo is the President of McAdoo Capital, and may be deemed to have an indirect interest
in the shares of Common Stock held by Zanett in his capacity as an officer of McAdoo Capital.
Item 7. | Material
to be Filed as Exhibits |
Not
applicable.
(1) | As
of the date this Schedule 13D is filed with the SEC, Zanett is the holder of an aggregate
of 1,756,246 shares of the Company’s Common Stock. McAdoo Capital is the investment
manager of Zanett, and may be deemed to have an indirect interest in the shares of Common
Stock held by Zanett. Mr. McAdoo is the President of McAdoo Capital, and may be deemed
to have an indirect interest in the shares of Common Stock held by Zanett in his capacity
as an officer of McAdoo Capital. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: September 17, 2014 |
MCADOO CAPITAL, INC. |
|
|
|
By: |
/s/
Zachary McAdoo |
|
Name: |
Zachary McAdoo |
|
Title: |
President |
Dated: September 17,
2014 |
ZANETT OPPORTUNITY FUND, LTD. |
|
|
|
|
By: |
MCADOO CAPITAL, INC., its investment
manager |
|
|
|
|
By: |
/s/
Zachary McAdoo |
|
Name: |
Zachary McAdoo |
|
Title: |
President |
Dated: September
17, 2014 |
/s/
Zachary McAdoo |
|
Zachary McAdoo |
Grafico Azioni Radioio (CE) (USOTC:RAIO)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Radioio (CE) (USOTC:RAIO)
Storico
Da Nov 2023 a Nov 2024