Replies to post #20466 on Adaptive Medias Inc (fka ADTM)

[ed2000]

and their managers, advisers and board members have no problems sleeping at night, taking shareholder money. This might just be the worst run investment I have ever seen in my 15 years of investing. I feel for the software developers, and employees. They are the ones going to really be holding the bag, since they were paid mostly in stock options.

[newelong]

newelong's response to casbboy ...

Anybody who has been paying attention to my posts would know that Adaptive Medias and OneScreen have been working together since 2013. Adaptive's website has a page entitled "RESOURCES" which is essentially the same as OneScreen's "RESOURCES" page when its website was live ...

https://www.adaptivem.com/resources/

Also, the following paragraph is from an article that was posted more times than necessary, and I'm sure everyone is familiar with it ...

"But in the course of Adweek's reporting this story, things changed rapidly. Patel resigned his position as CEO just after Thanksgiving (UPDATE: Patel says he was terminated). Days later, it was announced that OneScreen had been acquired by Adaptive Medias, which like OneScreen, is a public company based in Irvine, Calif., and traded on the over-the-counter markets (also known as pink sheets companies). The two companies had common investors. Adaptive Medias CEO, Qayed Shareef, is now running OneScreen."

http://www.adweek.com/news/technology/questionable-traffic-seems-follow-video-company-everywhere-154567?page=2

So, I don't know what's so unusual about incorporating the Media Graph shortly after Shareef took over when talks of an acquisition/merger were apparently mentioned way back then.

The Acquisition Agreement that contained OneScreen Merger Sub, Inc. and that you referenced was only a draft which was "dated" April, 2014. The final Agreement was dated June 30, 2014, which clearly indicated that Pubco was the preferred vehicle through which the acquisition was accomplished.

By the way, OneScreen Merger Sub, Inc. was subsequently dissolved after it was decided that Pubco was apparently the best route to go. It really pays to stay current !!

Well, thanks for finally providing us with the details of the bank transfers, neither of which were included in the Acquisition Agreement or in the pro-forma consolidated financial statements.

I'll even admit that the transfers do look somewhat suspicious, but the fact remains that neither of us know for sure why they were made. That being said, I can only guess like you as to their purpose.

With regard to Mr. Templeton, we do know that he served as a consultant to OneScreen probably for quite some time based on his settlement with Adaptive ...

"On May 6, 2015, the Company entered into a Confidential Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Gregg Templeton, pursuant to which the Company and Mr. Templeton agreed to mutually release one another from any and all obligations under previous consulting arrangements between the parties. Pursuant to the terms of the Settlement Agreement, in exchange for consulting services previously rendered to the Company, the Company's shall pay to Mr. Templeton (i) a cash fee in the amount of $405,000; (ii) 318,343 shares of the Company's common stock; and (iii) a five-year warrant to purchase 1,500,000 shares of the Company's common stock at a price of $3.00 per share. The foregoing summary of the terms of the Settlement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Settlement Agreement, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference."

I'm only suggesting that perhaps those transfers were related to his consulting agreement, and just maybe they represented a portion of his $405,000 cash settlement ... who knows for sure ??

Again, I'm only guessing here, but isn't it possible that those transfers to Adaptive represented payment for services rendered ??? Even as an insider [:-)] I don't even know for sure about those transfers ... do you know for sure ???

We only have about three weeks to go before we know whether or not the acquisition of Beanstock happens, and I believe we'll know then more about the Company's future. Also, we apparently won't know anything more about the lawsuit initiated by AdOn Network LLC until 9-24-15 ...

"The Company believes that there are good and meritorious defenses to this claim given that Adaptive Medias paid $16.5 million dollars in stock for the purchase of Media Graph, Inc., an asset of OneScreen. A demurrer was filed attacking Plaintiffs First Amended Complaint which will not be heard until September 24, 2015 given the courts backlog. The Company is awaiting the production of the underlying materials regarding this claim."

One more thing, you of course remember this article I posted ...

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=114055459

"And another article that has nothing to do with ADTM."

Then why was this topic discussed by Nick Lynch in his presentation at the LD Micro Conference ??? Oh, that's right, you don't listen to the Company's propaganda !! :-(

ADTM