Saturday, January 09, 2016 2:28:51 PM
Boiler Room Crook Bryant Cragun makes comback in yet another penny stock scam https://www.otciq.com/otciq/ajax/showFinancialReportById.pdf?id=144992
ADAPTIVE AD SYSTEMS, INC.
Quarterly Disclosure Filing
for
OTC Markets
For the Quarter ending June 30, 2015.
1
ADAPTIVE AD SYSTEMS, INC.
Quarterly Filing with OTC Market for March 30, 2015
1) Name of the issuer and its predecessors (if any) within the past five years
Adaptive Ad Systems, Inc. (6/17/2014 to current)
Adaptive Media, Inc. (4/15/2014 to 6/17/2014)
Praebius Communications, Inc. (12/30/2007 to 4/15/2014)
Synergetic Technologies, Inc. (12/1994 to 12/2007)
2) Address of the issuer’s principal executive offices
Company Headquarters
5015 Birch Street, Newport Beach, CA 92606
Phone: 310-321-4958
Email: info@aatv.co
Website: www.aatv.co
IR Contact
N/A
3) Security Information
Trading Symbol: AATV
Exact title and class of securities outstanding: Common Stock
CUSIP: 00650A100
Par or Stated Value: $.001 both common and preferred
Total shares authorized as of: 6/30/2015: 500,000,000 common
100,000,000 preferred
Total shares outstanding as of: 6/30/2015: 45,075,628 common
500,000 preferred
2
Transfer Agent
VStock Transfer
18 Lafayette Place
Woodmere, NY 11598
Phone: 212-828-8436
Is the Transfer Agent registered under the Exchange Act?* Yes: X No:
*To be included in the OTC Pink Current Information tier, the transfer agent must be
registered under the Exchange Act.
List any restrictions on the transfer of security: None
Trading suspension orders issued by the SEC in the past 12 months: None
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization
either currently anticipated or that occurred within the past 12 months:
3/13/2014 - the Company effected a 500 to 1 reverse split of its common stock.
4) Issuance History
Number
Date of Shares Recipient Event
4/24/14 14,709,403 J. Michael Heil Acquisition of Adaptive Media, Inc.
4/24/14 14,709,403 Wilmark Investments LLC Acquisition of Adaptive Media, Inc.
4/24/14 151,250 Emelinda N. Edralin Acquisition of Adaptive Media, Inc.
4/24/14 378,100 Dr. Stephen L. Wheeler Acquisition of Adaptive Media, Inc.
4/24/14 302,500 Dr. Robert Gillespie Acquisition of Adaptive Media, Inc.
4/24/14 3,450,000* Momentum Media Ltd. Conversion of Debt at $.125 per share
4/24/14 2,200,000* Mimosa Ltd. Conversion of Debt at $.125 per share
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4/24/14 2,150,000* Strategic Asst Mgt Inc. Conversion of Debt at $.125 per share
4/24/14 2,150,000* Zhandrea Diversified Conversion of Debt at $.125 per share
4/24/14 2,150,000* Mega Plan Investment Ltd. Conversion of Debt at $.125 per share
4/24/14 2,000,000* Terrano Investments Ltd. Conversion of Debt at $.125 per share
9/12/14 121,900 Dr. Stephen L. Wheeler Correction to acquisition shares
92,500 Dr. Robert Gillespie Correction to acquisition shares
48,750 Emelinda N. Edralin Correction to acquisition shares
11/3/14 5,000 Dr. Robert Gillespie Correction to acquisition shares
Date Number Security Name Purpose
5/1/15 500,000 Common Dustin Carlson Employee benefits
1,200,000 Options** Dustin Carlson Employee benefits
250,000 Common Tony Lenzi Employee benefits
300,000 Options** Tony Lenzi Employee benefits
250,000 Common Dave Carter Employee benefits
300,000 Options** Dave Carter Employee benefits
250,000 Common Brian Marlin Employee benefits
300,000 Options** Brian Marlin Employee benefits
100,000 Common Dave Allen Employee benefits
300,000 Options** Dave Allen Employee benefits
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5/1/15 500,000 Preferred*** J. Michael Heil Management Incentive
None of the foregoing issuances were registered in any jurisdiction.
*Issued as freely tradeable.
** Employee stock options, 25% vesting every six months, exercisable at $1 per for a period of two
years.
*** Class A Preferred, no liquidation preference, no dividend rights, 100 votes per share voting
rights and convertible into 100 common shares per 1 share Class A Preferred
Whether the certificates or other documents that evidence the shares contain a legend (1)
stating that the shares have not been registered under the Securities Act and (2) setting forth
or referring to the restrictions on transferability and sale of the shares under the Securities
Act:
Yes as to those that do not have an “*” notation.
5) Financial Statements
The Company’s unaudited financial statements for the period ending June 30, 2015 have
been posted to www.otcmarkets.com.
6) Describe the Issuer’s Business, Products and Services
Adaptive Ad Systems, Inc. (“the Company”) represents the consolidated and merged
companies Adaptive Media, Inc., which was incorporated in Nevada March 4, 2013, and Praebius
Communications, Inc., which was incorporate in Nevada December 1994. Thus, the Company is the
product of merging several longstanding business entities, assets and new state of the art technology.
As a result of these combined activities, the Company is cash flow positive.
The Company is engaged in the cable television (CATV) and online media advertising
business.. To pursue its business plans, the Company develops, manufactures, markets, deploys, and
operates its video proprietary ad-insertion technology. All of the Company’s technology is “cloudbased,”
which allows the Company to manage thousands of locations from a central hub with a
minimal number of employees. This operational structure allows for advantageous scalability in the
markets it pursues.
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The Company’s unique technology enables the Company to build and create new business
revenue segments in the traditional CATV industry and generate revenue by deploying its adinsertion
technology in previously un-served and under-served markets. Together, these segments
comprise more than thirty million available households (referred to in the industry as “subs”).
The Company is already a leading turnkey technology based provider of CATV ad insertion
and sales to the 2nd and 3rd tier cable operators. The Company is an independent provider of DMA
(Designated Market Area) based Cable TV advertising sales and commercial delivery in the US.
Additionally, the Company is actively creating niche markets in University Campuses and Multi-
Dwelling-Units (MDU’s). The Company’s main objective is to 1) create ad inventory on cable
television systems across the country where there was no inventory before, and 2) deliver reliable,
high quality representation of all newly-created advertising inventory.
In conducting its business, the Company also provides media solutions for local, regional
and national advertisers by inserting advertising into major cable networks such as ESPN, MTV,
DISCOVERY, CNN, LIFETIME, A&E, FOX NEWS, TNT and SPIKE, as well as providing
advertising solutions to a large un-served market by utilizing our new technologies.
The Company provides advertising insertion products and services to cable television headends
that are powered by both conventional and consumer satellite systems. The product takes the
form of a digital computing device and switch matrix that is installed in a cable TV head-end. Our
product provides insertion in conventional C-band and KU-band cable TV head-ends, and has a
particular niche in those that are powered by previously unreachable direct to home satellite systems.
Our services includes acquiring advertising sales from local, regional and national
advertisers, then scheduling, running and billing the advertising time. All operations are carried out
in-house. There are over 210 designated marketing areas in the United States and the Company has
already deployed its technology into many of these markets in 40 states. The Company does not sell
its technology and, therefore, installs its own product and maintains full ownership and control.
Due to the growth of mobile technology (cell phones and tablets), today’s advertisers are
learning the value of splitting their advertising spending between cable television and digital banners
and video ads inserted onto websites, as well as apps on mobile phones & tablets. The Company has
engaged Neovix, Inc., a web development and streaming media company, to develop a network of
websites hosted on a proprietary hosting platform and digital advertising networks that will run
parallel to the Company’s CATV advertising system. This platform will provide new revenue from
the “value-added” offering of web hosting and banner advertising for businesses in and around the
markets where the Company supplies its CATV advertisement services. This expands the
advertising offered by the Company’s sales team to include online advertising, website development
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& hosting, along with its conventional television advertising offerings.
A. Date and State (or Jurisdiction) of Incorporation:
Nevada; December 1994
B. The issuer’s primary and secondary SIC Codes:
7319-02 (Advertising-television) and 3663 (Television communications equipment)
C. The issuer’s fiscal year end date:
December 31
D. Principal products or services, and their markets:
Television advertising and marketing; products and services cable television
operators.
7) Describe the Issuer’s Facilities
The Company currently leases office space as needed to staff operations. The Company
does not own any physical facilities.
8) Officers, Directors, and Control Persons
A. Names of Officers, Directors, and Control Persons.
Currently, the sole officer and director is Michael Heil.
B. Legal/Disciplinary History. Whether in the past five years any of the foregoing persons have
been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal
proceeding (excluding traffic violations and other minor offenses):
None
2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or
7
vacated, by a court of competent jurisdiction that permanently or temporarily enjoined,
barred, suspended or otherwise limited such person’s involvement in any type of business,
securities, commodities, or banking activities:
None
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission, the Commodity Futures Trading Commission, or a
state securities regulator of a violation of federal or state securities or commodities law,
which finding or judgment has not been reversed, suspended, or vacated:
None
4. The entry of an order by a self-regulatory organization that permanently or temporarily
barred suspended or otherwise limited such person’s involvement in any type of business or
securities activities:
None
C. Beneficial Shareholders (5% or more)
Michael Heil, (Dir/CEO/Pres; 14,709,063 shares (1)(2),
c/o Adaptive Ad Systems, Inc., 5015 Birch Street, Newport Beach, CA 92606
Wilmark Investments LLC (11,509,063 shares (1)
6126 East Paradise Lane, Scottsdale, AZ 85254
(1) Includes shares held directly or through affiliate entities.
(2) Through ownership of preferred shares, Mr. Heil may vote an additional 50 million
shares.
9) Third Party Providers
Legal Counsel
Procopio, Hargreaves & Savitch LLP
12544 High Bluff Drive, Suite 300
San Diego, CA 92101
Phone: 858-720-6300
Email: john.cleary@procopio.com
8
Accounting - Annual Review
Pinaki Mohapatra, CPA
Pinaki & Associates LLC
29042 Hillview Street
Hayward, CA 94544
Phone: 408-896-4405
Email: pmohaptra@pinakiassociates.com
Investor Relations Consultant: (NA)
Other Advisor: (NA)
10) Issuer Certification
I, Michael Heil, hereby certify that:
1. I have reviewed this Annual Disclosure Statement of Adaptive Ad Systems, Inc.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information
included or incorporated by reference in this disclosure statement, fairly present in all
material respects the financial condition, results of operations and cash flows of the issuer
as of, and for, the periods presented in this disclosure statement.
September 25, 2015 /s/ Michael Heil
President and CEO
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