UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

(Mark One)

x [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2014~~2015

¨ [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________.to _______________.

Commission file number 000-54074

ADAPTIVE MEDIAS, INC.

(Exact name of Registrant as specified in its charter)

Nevada		26-0685980
(State or other jurisdiction of		(I.R.S. Employer ~~Identification No.)~~
incorporation or organization)		Identification No.)

~~16795 Von Karman~~47 ~~Avenue,~~Discovery Suite ~~240~~220

Irvine, CA ~~92606~~92618

(Address of principal executive offices - Zip Code)

Registrant'’s ~~telephone~~ telephone number, including area code: 949-525-4634

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Indicate by check mark if the Registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ¨ [ ] No x [X]

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] ¨ No x [X]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x [X] No ¨ [ ]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x [X] No ¨ [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x[X]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨[ ] Accelerated filer ¨[ ] Non-accelerated filer ¨[ ] (Do not check if a smaller reporting company) Smaller reporting company x[X]

Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes ¨ [ ] No x [X]

The aggregate market value of the common stock held by non-affiliates of the Registrant was approximately $15,389,340 as of the end of the Registrant'’s second fiscal quarter (based on the closing sale price for the common stock on the OTC Markets on June 30, 2014). For purposes of this disclosure, shares of common stock held or controlled by executive officers and directors of the Registrant and by persons who hold more than 5% of the outstanding shares of common stock have been treated as shares held by affiliates. However, such treatment should not be construed as an admission that any such person is an “affiliate” of the Registrant. The Registrant has no non-voting common equity.

As of March 26, 2015, there were 13,943,108 shares of the Registrant'’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

Part I
PART I
Item 1	Business	1
Item 1. Business		2
Item 1A	Risk Factors	4
Item 1A. Risk Factors		5
Item 1B	Unresolved Staff Comments	7
Item 1B. Unresolved Staff Comments		7
Item 2	Properties	7
Item 2. Description of Property		7
Item 3	Legal Proceedings	7
Item 3. Legal Proceedings		8
Item 4	Mine Safety Disclosures	7
Item 4. Mine Safety Disclosures		8
Part II
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		9
Item 6	Selected Financial Data	9
Item 6. Selected Financial Data		9
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		10
Item 7A	Quantitative and Qualitative Disclosure about Market Risk	15
Item 8. Financial Statements and Supplementary Data		15
Item 8	Financial Statements and Supplementary Data	15
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		15
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	15
Item 9A. Controls and Procedures		15
Item 9A	Controls and Procedures	15
Item 9B. Other Information		16
Item 9B	Other Information	16
PART III
Part III
Item 10. Directors, Executive Officers and Corporate Governance		17
Item 10	Directors, Executive Officers and Corporate Governance	17
Item 11. Executive Compensation		19
Item 11	Executive Compensation	19
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		21
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13. Certain Relationships and Related Transactions, and Director Independence		22
Item 13	Certain Relationships and Related Transactions, and Director Independence	23
Item 14. Principal Accounting Fees and Services		22
Item 14	Principal Accountant Fees and Services	23
PART IV
Part IV
Item 15. Exhibits, Financial Statement Schedules		23
Item 15	Exhibits, Financial Statement Schedules	25
SIGNATURES		24
Signatures		26
INDEX OF FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014		F-1

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This report includes statements that may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts, including, without limitation, statements regarding future financial position, business strategy, budgets, projected sales, projected costs, and management objectives, are forward-looking statements. Terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof, any variation thereon or similar terminology are intended to identify forward-looking statements.

These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially and adversely from the results proposed in such statements. Important factors that could cause actual results to differ from our expectations include, but are not limited to: the costs and availability of financing; our ability to maintain adequate liquidity; our ability to execute our business plan; our ability to control costs; our ability to attract and retain customers; general economic conditions; competitive pricing pressures; governmental regulation; weather conditions; and statements of assumption underlying any of the foregoing, as well as other factors set forth under “Item 7 — Management’s Discussions and Analysis of Financial Condition and Results of Operations” in this report.

Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this report. All forward-looking statements are qualified in their entirety by the foregoing cautionary statements. We assume no duty to update or revise our forward-looking statements based on changes in our expectations or events after the date hereof.

The terms “Adaptive Medias, Inc. Corporation,” the “Company,” “management,” “we,” “us,” and “our” in this Annual Report on Form 10-K are meant to refer collectively to Adaptive Medias, Inc. Corporation and its subsidiaries, formerly known as MIMVI.

PART I

~~FORWARD-LOOKING~~Item 1. ~~STATEMENTS~~Business

This report includes forward-looking statements. We have based these statements on our beliefs and assumptions, which we base on information currently available to us. These forward-looking statements are subject to risks and uncertainties. Forward-looking statements include the information concerning our possible or assumed future results of operations, our total market opportunity and our business plans and objectives set forth under the sections entitled "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."Introduction

~~Forward-looking~~Adaptive Medias, ~~statements~~Inc. ~~are~~is ~~not~~a ~~guarantees of~~technology ~~performance.~~company ~~Our~~based ~~future~~in ~~results~~Irvine, CA that focuses on providing digital video and ~~requirements~~mobile ~~may~~solutions ~~differ~~for ~~materially~~publishers, video ~~from~~content ~~those~~owners ~~described~~who inneed ~~the~~an ~~forward-looking~~easy, ~~statements.~~efficient, centralized solution for video content management, delivery, syndication and ~~Many~~one of the ~~factors~~only ~~that~~end-to-end ~~will~~monetization ~~determine~~platforms ~~these~~driven ~~results~~by programmatic algorithms. The platform offers an HTML5 (Fully Responsive)/Flash-friendly video player but is player agnostic and ~~requirements~~provides ~~are~~premium ~~beyond~~content ~~our~~for ~~control.~~publishers Inwho ~~addition~~need digital video to ~~the~~offer ~~risks~~to ~~and~~their ~~uncertainties~~audiences ~~discussed~~or into ~~"Business"~~supplement ~~and~~their ~~"Management's~~video ~~Discussion~~libraries. Through its core platform and ~~Analysis~~technology ofAdaptive ~~Financial~~Medias ~~Condition~~enables ~~and~~its ~~Results~~customers ofto ~~Operations,"~~provide ~~investors~~their ~~should~~audiences ~~consider~~with mobile experiences and premium video content and to monetize those ~~discussed~~audiences ~~under~~by ~~"Risk~~serving ~~Factors~~and optimizing relevant brand advertisements while maintaining the user experience."

These forward-looking statements speak only as of the date of this report. We do not intend to update or revise any forward-looking statements to reflect changes in our business, anticipated results of our operations, strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.History

~~Item~~The Company 1was organized on August 7, 2007 under the laws of the State of Nevada, as Fashion Net, Inc. ~~Business~~whose business was to act as a fashion marketing/consulting company for specialty apparel goods. On June 30, 2010, the Board of Directors determined to change the direction of the Company’s business to develop a search and recommendation engine for mobile web sites and native mobile applications. In connection with this change of direction, on April 12, 2010, the Company changed its name to “Mimvi, Inc.”

~~History~~Adaptive Media Acquisition and Merger

~~The~~On July ~~Company~~1, ~~was~~2013 ~~organized~~(the on“Closing ~~August~~Date”), 7Mimvi, ~~2007~~ ~~under~~Inc., ~~the~~entered ~~laws~~into an Agreement and Plan of Merger (the ~~State~~“Merger ofAgreement”) whereby ~~Nevada~~the Company’s wholly owned subsidiary, asAdaptive ~~Fashion~~Media ~~Net~~Acquisition Co., Inc. ~~whose~~, ~~business~~an ~~was~~Oregon tocorporation, ~~act~~merged aswith and ainto ~~fashion~~Adaptive ~~marketing/consulting company~~Media, ~~for~~Inc., ~~specialty~~an ~~apparel~~Oregon ~~goods.~~corporation On(“Adaptive ~~June~~Media”) 30formed on May 14, ~~2010~~2012, Adaptive Media was engaged in the ~~Board~~business of ~~Directors~~Internet, ~~determined~~mobile, toand ~~change~~video advertising (the ~~direction~~“Merger”). ofOn the ~~Company’s business~~Closing toDate, ~~develop~~the aparties executed ~~search~~all documents and ~~recommendation~~filed ~~engine~~the ~~for~~Plan ~~mobile~~of ~~web~~Merger ~~sites~~with ~~and~~the ~~native~~Oregon ~~mobile~~Secretary ~~applications~~of State. InUpon ~~connection~~consummation ~~with~~of the Merger, the Adaptive ~~this~~Media ~~change~~shareholders ofwere ~~direction~~issued 1,116,667 onshares ~~April~~of 12common stock, ~~2010~~par value $0.001 per share, of Mimvi constituting approximately 29.9% of the ~~Company~~outstanding ~~changed~~stock ~~its~~of ~~name~~the toCompany, “and Mimvi, ~~Inc~~shareholders retained approximately 70.”1% of the Company.

Following the Merger, the Company changed its name to Adaptive ~~Media~~Medias, ~~Acquisition~~Inc. on November 6, 2013 in order to better and ~~Merger~~more fully emphasis the Company’s mission of providing a complete, end-to-end supply-side platform for mobile, desktop video and online display advertising and the wind-down of the former Mimvi initiatives. In connection with the name change, effective on November 19, 2013, the Company’s ticker symbol was changed to ADTM.

~~On July 1, 2013 (the “Closing Date”),~~Ember ~~Mimvi, Inc., entered into an Agreement and Plan of Merger (the “Merger Agreement”) whereby the Company’s wholly owned subsidiary, Adaptive Media~~ Acquisition ~~Co., Inc., an Oregon corporation, merged with~~ and ~~into Adaptive Media, Inc., an Oregon corporation (“Adaptive Media”) formed on May 14, 2012, Adaptive Media was engaged in the business of Internet, mobile, and video advertising (the “~~Merger”). On the Closing Date, the parties executed all documents and filed the Plan of Merger with the Oregon Secretary of State. Upon consummation of the Merger, the Adaptive Media shareholders were issued 1,116,667 shares of common stock, par value $0.001 per share, of Mimvi constituting approximately 29.9% of the outstanding stock of the Company, and Mimvi shareholders retained approximately 70.1% of the Company.

~~Following~~On December 4, 2013, the ~~Merger~~Company, entered into an Agreement and Plan of Merger whereby the Company’s ~~changed its~~wholly ~~name~~owned tosubsidiary, Ember ~~Adaptive~~Acquisition ~~Medias~~Co., Inc., ona ~~November~~Delaware 6corporation, ~~2013~~merged inwith ~~order~~and tointo ~~better~~Ember, ~~and~~Inc., ~~more~~a ~~fully~~Delaware ~~emphasis~~corporation ~~the~~(“Ember”). Upon ~~Company’s~~consummation ~~mission~~ of ~~providing~~ athe ~~complete~~Merger, ~~end-to-end~~the ~~supply-side~~Ember ~~platform~~shareholders ~~for~~were ~~mobile~~issued 233,334 ~~desktop~~shares ~~video~~of ~~and~~common ~~online~~stock, ~~display~~constituting ~~advertising~~approximately 5.3% ~~and~~of the ~~wind-down~~ outstanding stock of the ~~former Mimvi initiatives~~Company. InThe ~~connection~~Merger ~~with~~caused ~~the~~Ember ~~name~~to ~~change,~~become ~~effective~~a onwholly ~~November~~owned ~~19,~~subsidiary ~~2013,~~of the Company’s. ~~ticker~~The ~~symbol~~Ember ~~was~~acquisition ~~changed~~included toad-server ~~ADTM~~and real-time-bidding technology and the employment of Ember’s engineers.

~~Ember~~Media Graph Acquisition and Merger

On July ~~December 4~~15, ~~2013~~2014, the Company, ~~entered into~~executed ana ~~Agreement~~Stock ~~and~~Purchase ~~Plan~~Agreement ~~of Merger whereby~~ (the ~~Company’s~~“Agreement”) ~~wholly~~with ~~owned subsidiary~~OneScreen, ~~Ember Acquisition Co.,~~ Inc., a Delaware corporation (“OneScreen”), ~~merged~~Media ~~with and into Ember~~Graph, Inc., a ~~Delaware~~Nevada corporation and OneScreen’s spun-off former subsidiary (“~~Ember~~Media Graph”)., ~~Upon~~and ~~consummation~~the shareholders of Media Graph (the ~~Merger~~“Selling Shareholders”), effective June 30, 2014, whereby the ~~Ember~~Company ~~shareholders~~acquired ~~were~~certain ~~issued~~assets ~~233~~of OneScreen,~~334~~ ~~shares~~which ofimmediately ~~common~~prior ~~stock~~thereto were held by Media Graph, ~~constituting~~in ~~approximately~~exchange for 5~~.3%~~,000,000 shares of the ~~outstanding~~Company’s common stock of (the ~~Company~~“Acquisition”). ~~The~~On ~~Merger~~July ~~caused~~15, ~~Ember~~2014, the parties to ~~become~~the Agreement aexecuted ~~wholly~~the ~~owned~~First ~~subsidiary~~Amendment to the Stock Purchase Agreement (the “Amendment”), which (i) amended the effective date of the ~~Company~~Agreement to July 15, 2014, (ii) limited the scope of Section 5.04 ~~The~~of ~~Ember~~the ~~acquisition~~Agreement ~~included~~to ~~ad-server~~apply only to the Restricted ~~and~~Selling ~~real-time-bidding~~Shareholders, ~~technology~~as defined in the Amendment, and (iii) added the ~~employment~~Selling ofShareholders ~~Ember’s~~as ~~engineers~~a signatory to the Agreement.

~~Media~~Reverse Stock ~~Graph Acquisition and Merger~~Split

On April ~~July 15~~14, 2014, the shareholders of the Company ~~executed a~~authorized ~~Stock~~its ~~Purchase~~Board ~~Agreement~~of ~~(the~~Directors ~~“Agreement”)~~to ~~with~~effectuate ~~OneScreen,~~a ~~Inc.~~reverse stock split, ain ~~Delaware~~the Board’s ~~corporation~~discretion (the “~~OneScreen~~Reverse Stock Split”), ~~Media~~ ~~Graph,~~which ~~Inc.,~~was aultimately ~~Nevada~~declared ~~corporation~~effective ~~and~~by ~~OneScreen’s~~the ~~spun-off~~Board ~~former~~of ~~subsidiary~~Directors as ~~(“Media~~of ~~Graph”)~~the close of business on July 14, ~~and~~2014. ~~the shareholders~~As ofa ~~Media~~result ~~Graph~~of (the ~~“Selling~~Reverse ~~Shareholders”)~~Stock Split, ~~effective~~every ~~June~~ 30, ~~2014,~~issued ~~whereby~~and outstanding shares of the Company’s ~~acquired~~common ~~certain assets~~stock ofwas ~~OneScreen,~~changed ~~which~~and ~~immediately~~converted ~~prior~~into ~~thereto~~one ~~were~~share ~~held~~of bycommon ~~Media~~stock. ~~Graph~~Following the Reverse Stock Split, the inCompany ~~exchange~~continues ~~for~~to 5have 300,000,000 shares of ~~the Company’s~~ common stock ~~(the~~authorized ~~“Acquisition”).~~for ~~On July 15~~issuance, ~~2014,~~but the ~~parties~~number toof ~~the~~outstanding ~~Agreement~~shares of ~~executed~~ the ~~First~~Company’s ~~Amendment~~common tostock ~~the Stock~~was ~~Purchase~~reduced ~~Agreement~~from ~~(the “Amendment”)~~192,364,735 ~~which~~shares ~~(i)~~to ~~amended~~6,412,225 ~~the~~shares. ~~effective~~As ~~date~~required ofby the ~~Agreement~~Financial toAccounting Standards ~~July~~Board’s ~~15, 2014,~~ (iiFASB”) ~~limited~~Accounting ~~the~~Standards ~~scope~~Codification of(“ASC”) ~~Section~~Topic ~~5.04~~260-10-55-12 of“Earnings per ~~the~~Share” ~~Agreement~~all toshare ~~apply~~and ~~only~~per-share tocomputations ~~the~~presented ~~Restricted~~in ~~Selling~~this ~~Shareholders,~~Annual asReport ~~defined~~on inForm 10-K and the accompanying consolidated ~~Amendment,~~financial ~~and~~statements ~~(iii)~~are ~~added~~based on the ~~Selling~~new ~~Shareholders~~number asof ashares ~~signatory~~after to the ~~Agreement~~Reverse Stock Split.

~~Reverse~~Industry Overview ~~Stock Split~~

~~On April 14, 2014, the shareholders of~~Consumers the Company authorized its Board of Directors to effectuate a reverse stock split, in the Board’s discretion (the “Reverse Stock Split”), which was ultimately declared effective by the Board of Directors as of the close of business on July 14, 2014. As a result of the Reverse Stock Split, every 30 issued and ~~outstanding~~audiences ~~shares~~are ofincreasingly ~~the~~watching ~~Company’s~~video common stock was changed and converted into one share of common stock. Following the Reverse Stock Split, the Company continues to have 300,000,000 shares of common stock authorized for issuance, but the number of outstanding shares of the Company’s common stock was reduced from 192,364,735 shares to 6,412,225 shares. As required by the Financial Accounting Standards Board’s (FASB”) Accounting Standards Codification (“ASC”) Topic 260-10-55-12 “Earnings per Share” all share and per-share computations presented in this Annual Report on ~~Form~~mobile ~~10-K and the accompanying consolidated financial statements are based on the new number of shares after the Reverse Stock Split.~~devices:

Overview

	●	According to eMarketer two-thirds of the U.S. population watches digital video and the time spent watching digital video is growing aggressively (+56% year over year).

	●	Cisco projects that in four years, 75% of the world’s mobile traffic will be video.

~~Adaptive Medias, Inc. is a technology~~Advertisers ~~company based in Irvine, CA that focuses on providing digital video~~ and ~~mobile~~marketers ~~solutions~~are ~~for~~following ~~publishers,~~this video content owners who need an easy, efficient, centralized solution for video content management, delivery, syndication and one of the only end-to-end monetization platforms driven by programmatic algorithmsgrowth. The platform offers an HTML5 (Fully Responsive)/Flash-friendly video player but is player agnostic and provides premium content for publishers who need digital video to offer to their audiences or to supplement their video libraries. The Company grew organically and through three acquisitions over the past 18 months and has now integrated the different platforms that were acquired.

We believe that Adaptive Medias, through its core platform and technology enables its customers to provide their audiences with mobile experiences and premium video content and to monetize those audiences by serving and optimizing relevant brand advertisements while maintaining the user experience.

	●	According to eMarketer the share of US cross-device digital video ad campaigns rose from just 17% to 51% between the first quarter of 2014 and the fourth quarter of 2014.

	●	eMarketer also estimates that mobile ad spending will reach $64 billion during 2015 with a target of $158 billion by 2018.

~~Our operations are organized into a single~~Business reportable segment. During our most recent fiscal year ended December 31, 2014, we generated net revenues of $5,075,226 and a net loss of $18,849,726 (and a net loss of $7,553,175 before charges related to the depreciation and amortization, impairment of goodwill and intangibles and stock-based compensation).Overview

~~See~~Adaptive Medias, ~~Item~~Inc: 8focuses ~~of Part II for more information~~ on ~~our~~providing ~~consolidated~~digital ~~balance~~video ~~sheets~~and asmobile oftechnology ~~December~~and ~~31,~~service ~~2014~~solutions ~~and~~for ~~2013,~~publishers and ~~our~~content ~~consolidated~~owners who ~~statements~~need ofan ~~operations~~easy, ~~statements of stockholders' equity (deficit)~~efficient, ~~and~~centralized ~~statements~~solution ~~of cash flows~~ for ~~each~~video ofcontent ~~the~~management, ~~two~~delivery, ~~years~~syndication inand ~~the~~monetization. ~~period~~The ~~ended December 31, 2014.~~platform ~~Our~~offers ~~fiscal~~an ~~year~~HTML5 ~~end~~(Fully isResponsive)/Flash-friendly ~~December~~Video ~~31.~~Player ~~Our~~but ~~corporate~~is ~~headquarters~~player asagnostic ofand ~~March~~provides ~~26,~~premium ~~2015~~content ~~are~~for ~~located at 16795 Von Karman Avenue, Suite~~publishers ~~240,~~who ~~Irvine,~~need ~~California~~digital ~~92606.~~video ~~Our~~to ~~website~~offer ~~address~~to istheir ~~www.adaptivem.com.~~audiences ~~The information contained on~~ or ~~that~~to ~~may~~supplement betheir ~~obtained from~~video ~~our website is not a part of this report~~libraries.

~~Industry~~Customers pay ~~Overview~~a fee for the core Media Graph platform which allows the customer to upload and encode content and then store, manage, program and serve that content to their audiences. In addition, the core platform allows Adaptive Medias to provide the following options and supporting services:

~~Consumers~~The platform ~~and~~comes ~~audiences~~with ~~are~~a ~~increasingly~~video ~~watching~~player ~~video~~or onthe customer can use its player. The Company’s proprietary mobile-first player was designed for mobile devices:, as compared to players that were originally designed as a desktop video player and then repurposed.

·● ~~According~~The platform services allow the customer to ~~eMarketer~~use ~~two~~the customer’s own advertising relationships, supplement those advertising campaigns with Adaptive Medias advertising orders or have Adaptive Medias fully-~~thirds~~manage ofthe advertising process on the Ucustomer’s behalf.S ● The platform provides content syndication and audience buying services – for content owners that may have unfilled advertising campaigns and need additional reach. ~~population~~● ~~watches~~In ~~digital~~addition, if publishers need premium video ~~and~~content ~~the~~or ~~time~~need ~~spent~~to ~~watching~~supplement ~~digital~~their libraries with additional video iscontent, ~~growing~~Adaptive ~~aggressively~~Medias ~~(+56%~~platform ~~year~~provides ~~over~~the ~~year)~~ability to select from collections of content or to license the content from other third parties.

~~· Cisco projects that in four years, 75% of the world’s mobile traffic will be video.~~Competition

~~Advertisers~~Publishers and video content owners that want to engage audiences across mobile and ~~marketers~~other devices with video experiences are ~~following~~challenged ~~this~~with fragmented ~~growth~~technology solutions and providers. They often have to acquire a content management system, content delivery network, desktop video player, mobile video player, an adserver, and ads from adnetworks or advertising exchanges via real-time-bidding (RTB) technology from multiple vendors and they may also incur other internal costs and inefficiencies to integrate the services so that they will continue working together.

·As a ~~According~~result tomany ~~eMarketer~~vendors in the ~~share~~market provide components of USthe ~~cross-device~~Adaptive ~~digital~~Medias ~~video~~platform adwithout ~~campaigns~~providing ~~rose~~the ~~from~~entire ~~just~~simplified platform ~~17%~~or toproviding ~~51%~~a ~~between~~video ~~the~~player that is mobile-first, ~~quarter~~that ofis ~~2014~~designed for mobile devices and able to self-adapt to the ~~fourth~~particular mobile ~~quarter~~device ofthe ~~2014~~individual is using.

·Our competitors ~~eMarketer~~include ~~also~~companies ~~estimates~~ that ~~mobile~~provide adonline ~~spending~~video ~~will~~players ~~reach~~such ~~$64~~as ~~billion~~JW ~~during~~Player, ~~2015~~CMS ~~with~~platform aand ~~target~~desktop ofvideo ~~$158~~players ~~billion~~such as byOoyala ~~2018~~and BrightCove, adserver and advertising network and service providers such as Tremor Video and FreeWheel, content delivery network providers such as Akamai, and video content licensing services such as NDM or AOL.

~~Business~~While we ~~Overview~~believe that the end-to-end solution provided by our Media Graph platform competes well with the products and services offered by these competitors, many of our competitors are more established in the industry than we are and have greater financial and personnel resources than we do. We do not represent a significant competitive presence in the industry.

Adaptive Medias, Inc: focuses on providing digital video and mobile technology and service solutions for publishers and content owners who need an easy, efficient, centralized solution for video content management, delivery, syndication and monetization. The platform offers an HTML5 (Fully Responsive)/Flash-friendly Video Player but is player agnostic and provides premium content for publishers who need digital video to offer to their audiences or to supplement their video libraries.3

~~Customers pay a fee for the core Media~~Business Graph platform which allows the customer to upload and encode content and then store, manage, program and serve that content to their audiences. In addition, the core platform allows Adaptive Medias to provide the following options and supporting services:Development

2Our business development efforts are focused on three main areas:

·● ~~The~~publishers ~~platform~~and ~~comes~~content ~~with~~owners athat have video ~~player~~content orand ~~the~~need ~~customer~~an ~~can~~easy, ~~use~~efficient, ~~its~~centralized ~~player.~~technology ~~The~~platform ~~Company’s~~solution ~~proprietary~~for ~~mobile~~video content management, delivery, syndication and monetization; ● white-~~first~~label ~~player~~partners ~~was~~of ~~designed~~websites ~~for~~that ~~mobile~~provide ~~devices,~~desktop asor ~~compared~~display-oriented advertising services to ~~players~~hundreds ~~that~~or ~~were~~thousands ~~originally~~of ~~designed~~websites asand that need to provide a ~~desktop~~technology platform with video solutions or mobile solutions to supplement the services they currently provide to their website owners; and ● syndication partners that have branded video content (i.e. video sponsored by or produced by brand advertisers) that need a player and ~~then~~platform ~~repurposed~~to syndicate the content and reach additional audiences.

·Separately but ~~The~~related, ~~platform~~we ~~services~~focus ~~allow~~on ~~the~~having ~~customer to use the customer’s own advertising~~ relationships, ~~supplement those advertising campaigns~~ with ~~Adaptive~~Advertising ~~Medias~~Networks ~~advertising~~and ~~orders~~Exchanges orto ~~have~~assist ~~Adaptive~~our ~~Medias~~Publishers ~~fully-manage~~and ~~the~~Content ~~advertising~~owners in ~~process~~monetizing ontheir ~~the~~content ~~customer’s~~and ~~behalf~~audiences.

·Intellectual Properties ~~The~~& ~~platform provides content syndication and audience buying services – for content owners that may have unfilled advertising campaigns and need additional reach.~~Licenses

·Our success Inand ~~addition, if publishers need premium video content or need to supplement their libraries with additional video content, Adaptive Medias platform provides the~~ ability to ~~select~~compete ~~from~~are ~~collections~~substantially ofdependent ~~content~~upon orour tointernally ~~license~~developed ~~the~~technology ~~content~~and ~~from other third parties~~expertise.

~~Competition~~We rely on patent, copyright, trade secret, and trademark law to protect our technology. We currently have one provisional patent application pending. We also believe that factors such as the technological and creative skills of our personnel, and new product developments and enhancements are essential to establishing and maintaining a technology leadership position. There can be no assurance that others will not develop technologies that are similar or superior to our technology.

~~Publishers and video content owners that~~Our ~~want~~success towill ~~engage~~depend ~~audiences~~in ~~across~~part ~~mobile~~upon ~~and~~our ~~other~~ability ~~devices~~to ~~with~~protect ~~video~~our ~~experiences~~intellectual ~~are~~property ~~challenged with fragmented technology solutions and providers~~rights. ~~They~~We ~~often~~cannot ~~have~~be tocertain ~~acquire~~that aother ~~content management system, content delivery network, desktop video player, mobile~~parties ~~video~~will ~~player,~~not ancontest ~~adserver,~~our ~~and~~intellectual ~~ads~~property from adnetworks or advertising exchanges via real-time-bidding (RTB) technology from multiple vendors and they may also incur other internal costs and inefficiencies to integrate the services so that they will continue working togetherrights.

As a result many vendors in the market provide components of the Adaptive Medias platform without providing the entire simplified platform or providing a video player that is mobile-first, that is designed for mobile devices and able to self-adapt to the particular mobile device the individual is using.Employees

~~Our competitors include companies that~~As ~~provide~~of ~~online~~the ~~video~~date ~~players~~of ~~such~~this ~~as JW Player~~report, ~~CMS~~we ~~platform~~have ~~and~~30 ~~desktop~~employees. ~~video~~We ~~players~~are ~~such~~not asa ~~Ooyala~~party ~~and~~to ~~BrightCove,~~any ~~adserver and~~collective ~~advertising~~bargaining ~~network and service providers such as Tremor Video and FreeWheel, content delivery network providers such as Akamai, and video content licensing services such as NDM or AOL~~agreements.

While we believe that the end-to-end solution provided by our Media Graph platform competes well with the products and services offered by these competitors, many of our competitors are more established in the industry than we are and have greater financial and personnel resources than we do. We do not represent a significant competitive presence in the industry.4

~~Business~~Item 1A. ~~Development~~Risk Factors

~~Our~~The following important factors, and the factors described elsewhere in this report or in our other filings with the SEC, could affect (and in some cases have affected) our business, ~~development~~operations, ~~efforts~~financial results or financial condition and could cause our results of operations to be materially different from estimates or expectations. Other risks and uncertainties, of which we are ~~focused~~currently onunaware ~~three~~may ~~main~~also ~~areas:~~affect our results or operations adversely.

·An investment ~~publishers~~in ~~and~~our ~~content~~securities ~~owners~~is ~~that~~highly ~~have~~speculative ~~video~~in ~~content~~nature and ~~need~~involves an ~~easy,~~extremely ~~efficient,~~high ~~centralized~~degree ~~technology~~of ~~platform~~risk. ~~solution~~A ~~for~~prospective ~~video~~investor should ~~content~~consider ~~management,~~the ~~delivery,~~possibility ~~syndication~~of the loss of the investor’s entire investment and ~~monetization;~~evaluate all information about us and the risk factors discussed below in relation to his financial circumstances before investing in our securities.

·Risks Related ~~white-label partners of websites that provide desktop or display-oriented advertising services~~ to ~~hundreds or thousands of websites and that need to provide a technology platform with video solutions or mobile solutions to supplement~~ the ~~services~~Company’s ~~they currently provide to their website owners; and~~Operations

·Our intellectual ~~syndication~~property ~~partners~~is ~~that~~valuable, ~~have~~and ~~branded~~our ~~video~~inability ~~content~~to ~~(i.e.~~protect ~~video~~it ~~sponsored~~could byreduce orthe ~~produced~~value byof ~~brand~~our ~~advertisers)~~products, ~~that~~services, ~~need a player~~ and ~~platform to syndicate the content and reach additional audiences~~brand.

~~Separately~~We currently ~~but~~do ~~related,~~not have patents for any of our technology. Although we ~~focus~~seek onto ~~having~~obtain patent protection for our innovations, it ~~relationships~~is ~~with~~possible ~~Advertising~~we ~~Networks~~may ~~and~~not ~~Exchanges~~be able to ~~assist~~protect some of these innovations. Furthermore, there is always the possibility, despite our efforts, ~~Publishers~~that ~~and~~the ~~Content~~scope ~~owners~~of inthe ~~monetizing~~protection ~~their~~gained ~~content~~will be insufficient or that an issued patent may be deemed invalid or unenforceable. ~~and~~The ~~audiences~~efforts we have taken to protect our proprietary rights may not be sufficient or effective.

~~Recent~~Any significant ~~Changes~~impairment of our intellectual property rights could harm our business and our ability to ~~Management~~compete. Also, protecting our intellectual property rights may be costly and time consuming. Any increase in the unauthorized use of our intellectual property could make it more expensive to do business and harm our operating results.

~~Effective as of January 26, 2015, Qayed~~We ~~Shareef~~have ~~was~~limited ~~terminated~~financial byresources ~~the Board of Directors from his positions as Chief Executive Officer~~ and ~~Director~~are ofdependent ~~the~~on ~~Company,~~raising ~~due to~~additional ~~pending~~funds ~~criminal charges against Mr. Shareef and his inability~~ to ~~effectively~~support ~~continue~~future ~~to perform his obligations~~operations. ~~Effective as of March 11, 2015, Omar Akram was appointed as our President and Chief Financial Officer.~~

~~Employees~~As of December 31, 2015, we had $2,255,784 in cash and $4,072,155 in total current assets and we had total current liabilities of $4,649,595. The latter represents the total amount of accounts payable and accrued expenses that we owed and which are due for payment as of December 31, 2015. We have limited funds to pay all of our current liabilities. Should one or more of our creditors demand immediate payment in-full, we are not likely to have the resources to pay or satisfy any such claims. If the Company cannot continue to raise additional funds it could face a risk of insolvency.

AsWe have ofincurred ~~March~~continued ~~26,~~operating ~~2015,~~losses ~~the~~and ~~Company~~we ~~had approximately~~lack 30a ~~employees~~history ~~and~~of ~~several~~operations ~~consultants~~upon which an investor can assess our business and plans.

3For the year ended December 31, 2015, we incurred $14,816,734 in net losses and $18,849,726 in net losses for the year ended December 31, 2014. We anticipate that we will likely incur significant additional losses in the future as well.

~~Intellectual~~Our insolvent ~~Properties~~financial &condition also may create a risk that we may be forced to file for protection under applicable bankruptcy ~~Licenses~~laws or state insolvency statutes. We also may face the risk that a receiver may be appointed. We face that risk and other risks resulting from our current financial condition.

~~Our~~For these ~~success~~and other reasons, we anticipate that unless we can obtain sufficient capital from an outside source and ~~ability~~do so in the very near future, we may be unable to ~~compete~~continue ~~are~~to operate as a corporation, continue to meet our filing obligations under the Securities ~~substantially~~Exchange ~~dependent~~Act ~~upon~~of 1934, or otherwise satisfy our ~~internally~~obligations ~~developed~~to ~~technology~~our stock transfer agent, our accountants, our legal counsel, our EDGAR filing agent, and ~~expertise~~many others.

We rely on patent, copyright, trade secret, and trademark law to protect our technology. We currently have one provisional patent application pending. We also believe that factors such as the technological and creative skills of our personnel, and new product developments and enhancements are essential to establishing and maintaining a technology leadership position. There can be no assurance that others will not develop technologies that are similar or superior to our technology.5

~~Our~~For these ~~success~~and ~~will~~other ~~depend~~reasons, inour ~~part~~management ~~upon~~recognizes ~~our ability~~the toadverse ~~protect~~difficulties ~~our~~and ~~intellectual~~continuing ~~property~~severe ~~rights~~challenges we face. WeApart ~~cannot~~from the funds that we have raised during the year ended December 31, 2015, we have no committed source of financing and there can be ~~certain~~no assurance that ~~other~~we ~~parties~~will receive any additional financing or funding from any source or if any financing should be obtained, that existing shareholders will not ~~contest~~incur ~~our~~substantial, ~~intellectual property~~immediate, ~~rights~~and permanent dilution of their existing investment.

~~Item~~Going Concern ~~1A. Risk Factors~~Uncertainties

~~The~~As of ~~following~~December ~~important~~31, ~~factors~~2015, ~~and the~~we ~~factors~~have ~~described~~only ~~elsewhere~~limited inworking ~~this~~capital ~~report~~with orwhich into pursue our ~~other~~business ~~filings~~plan. ~~with~~The ~~the~~amount ~~SEC,~~of ~~could~~capital ~~affect~~required to ~~(and~~sustain inoperations ~~some~~until ~~cases~~we ~~have~~achieve ~~affected) our~~positive ~~business,~~cash flow from operations, ~~financial~~is ~~results~~subject orto ~~financial~~future ~~condition~~events and ~~could~~uncertainties. ~~cause~~It ~~our~~will be ~~results~~necessary offor ~~operations~~us to besecure ~~materially different~~additional ~~from~~working ~~estimates~~capital orthrough ~~expectations.~~sales ~~Other~~of ~~risks~~our common stock and/or ~~uncertainties~~debt financing, ofand ~~which~~there wecan be ~~are~~no ~~currently~~assurance ~~unaware~~that ~~may~~such ~~also~~funding ~~affect~~will be available in the future. These conditions raise substantial doubt about our ability ~~results~~to orcontinue ~~operations~~as ~~adversely~~a going concern.

AnAs of ~~investment~~and infor ~~our~~the ~~securities~~years isended ~~highly speculative~~December in31, ~~nature~~2015 and ~~involves~~2014, anour ~~extremely~~independent ~~high~~registered ~~degree~~public ofaccounting ~~risk.~~firms Ahave ~~prospective~~issued ~~investor~~a ~~should~~going concern ~~consider~~qualification ~~the~~as ~~possibility~~part of ~~the~~ ~~loss~~their ofaudit ~~the~~reports ~~investor's~~included ~~entire~~herein ~~investment~~ and ~~evaluate~~included ~~all information about us and the risk factors discussed below~~ in ~~relation to~~our ~~his~~2015 consolidated financial ~~circumstances before investing in our securities~~statements.

~~Risks~~Our common ~~Related~~stock is subordinate to ~~the~~existing ~~Company's~~and ~~Operations~~future debt.

~~Our~~All of ~~intellectual~~our ~~property~~common stock is ~~valuable,~~ and ~~our~~will ~~inability~~remain subordinate to ~~protect~~the itclaims ~~could~~of ~~reduce~~our ~~the~~existing ~~value~~and future creditors. As of December 31, 2015, we had $ 4,686,991 reflected as total liabilities on our ~~products~~consolidated balance sheet. These existing claims together with likely additional debts, ~~services~~obligations, and ~~brand~~other commitments that we give to others in the future, will be superior to any rights and interests of our stockholders.

~~We currently do not have patents for any~~Significant ofcontrol ~~our technology. Although we seek to obtain patent protection for our innovations, it is possible we may not be able to protect some~~ of ~~these~~the ~~innovations.~~Company ~~Furthermore, there~~ is ~~always~~held ~~the~~by ~~possibility,~~management ~~despite~~and ~~our~~principal ~~efforts, that the scope of the protection gained will be insufficient or that an issued patent may be deemed invalid or unenforceable~~shareholders. ~~The efforts we have taken to protect our proprietary rights may not be sufficient or effective.~~

~~Any~~Our officers, ~~significant~~directors ~~impairment~~and ofprincipal ~~our~~stockholders ~~intellectual property~~(greater ~~rights~~than ~~could~~5% ~~harm~~stockholders) ~~our~~collectively ~~business~~control ~~and~~approximately ~~our~~45% ~~ability~~of toour ~~compete.~~common shares ~~Also,~~(including ~~protecting~~stock ~~our~~options ~~intellectual~~and ~~property~~warrants) ~~rights~~as ~~may~~of beMarch ~~costly and~~26, ~~time consuming~~2016. ~~Any~~As ~~increase~~a inresult, ~~the~~any ~~unauthorized~~person ~~use~~who ofacquires our ~~intellectual~~common ~~property~~shares ~~could~~will likely ~~make~~have itlittle ~~more~~or ~~expensive~~no ability to doinfluence ~~business and~~or ~~harm~~control ~~our~~the ~~operating results~~Company.

WeDue to ~~have~~a limited ~~financial~~public ~~resources and~~market ~~are~~our ~~dependent~~common onstock ~~raising~~may ~~additional~~not ~~funds~~be toeasily ~~support future operations~~sold.

AsThere is ofa ~~December~~limited ~~31,~~trading ~~2014,~~market wefor ~~had~~our ~~$2,255,784 in~~common ~~cash and $4~~shares,~~072,155~~ ~~in total current assets~~ and wethere ~~had~~is ~~total~~no ~~current~~guarantee ~~liabilities~~that ofa ~~$4,649,595.~~continuous ~~The~~liquid ~~latter~~trading ~~represents~~market ~~the~~will ~~total~~develop. ~~amount~~All of ~~accounts~~our ~~payable~~common ~~and~~shares ~~accrued expenses that we owed and which~~ are ~~due~~traded ~~for~~only ~~payment~~on asthe ofOTC ~~December~~Bulletin ~~31,~~Board ~~2014.~~and Wethe ~~have~~OTCQB ~~limited funds~~and tothere ~~pay~~can ~~all~~be ofno ~~our~~assurance ~~current~~that ~~liabilities.~~the ~~Should~~common shares ~~one~~will orever ~~more~~gain ofany ~~our~~liquid ~~creditors~~trading ~~demand~~volumes ~~immediate payment~~ in~~-full,~~ weany ~~are~~other ~~not likely~~market toor ~~have~~gain ~~the~~listing ~~resources~~on ~~to pay or satisfy~~ any ~~such~~stock ~~claims~~exchange. ~~If the Company cannot continue to raise additional funds it could face a risk of insolvency.~~

WeOur business ~~have~~is ~~incurred~~difficult ~~continued~~to ~~operating losses~~evaluate ~~and~~because we ~~lack~~have a ~~history~~limited ofoperating ~~operations upon which an investor can assess our business and plans~~history.

~~For~~We have a history of operating losses and we have incurred significant net losses in each of the ~~year~~last two years. . For the years ended December 31, 2015 and 2014, we ~~incurred~~had net revenues of $18xxxxx and $5,~~849~~075,~~726~~226 inand incurred net losses of $xxx and $818,~~462~~849,~~981~~726, respectively. inThese ~~net~~ losses, ~~for~~among ~~the~~other ~~year~~things, ~~ended~~have ~~December~~had ~~31,~~and ~~2013.~~will Wecontinue ~~anticipate~~to ~~that~~have ~~we will~~an ~~likely~~adverse ~~incur~~effect ~~significant~~on ~~additional~~our ~~losses~~results inof ~~the~~operations, financial ~~future~~condition, asstockholders’ ~~well~~equity, net current assets and working capital.

~~Our~~We will ~~insolvent~~need ~~financial~~to ~~condition~~generate ~~also~~significant ~~may~~additional ~~create~~revenue aand/or ~~risk~~cost ~~that~~reductions to achieve profitability. While management believes that we may beachieve ~~forced~~profitability toin ~~file~~the ~~for~~future, ~~protection~~there ~~under~~can ~~applicable~~be ~~bankruptcy~~no ~~laws~~assurance orthat ~~state~~we ~~insolvency~~will ~~statutes~~do so. WeOur ~~also~~ability ~~may~~to ~~face~~generate ~~the~~and ~~risk~~sustain ~~that~~significant aadditional ~~receiver~~revenues ~~may~~or beachieve ~~appointed.~~profitability Wewill ~~face~~depend ~~that~~upon ~~risk~~numerous ~~and~~factors ~~other~~outside ~~risks~~of ~~resulting~~our ~~from~~control, including sales of our ~~current~~advertising ~~financial~~and ~~condition~~software products and reduction of our debt obligations.

~~For these and other reasons, we anticipate~~Our ~~that~~stock ~~unless~~price weis ~~can~~likely ~~obtain~~to ~~sufficient capital from an outside source and do so in the very near future, we may~~ be ~~unable~~highly tovolatile ~~continue to~~because ~~operate as a corporation, continue to meet our filing obligations under the Securities Exchange Act~~ of ~~1934,~~several ~~or otherwise satisfy our obligations to our stock transfer agent~~factors, ~~our~~including ~~accountants,~~a ~~our~~limited ~~legal~~public ~~counsel, our EDGAR filing agent, and many others~~float.

4The market price of our stock is likely to be highly volatile because there has been a relatively thin trading market for our stock, which causes trades of small blocks of stock to have a significant impact on our stock price. You may not be able to re-buy or re-sell our common stock easily following periods of volatility because of the market’s reaction to volatility.

~~For these and other reasons, our management~~Other ~~recognizes~~factors ~~the adverse difficulties and continuing severe challenges we face. Apart from the funds~~ that wecould ~~have~~cause ~~raised~~such ~~during the~~volatility ~~year~~may ~~ended December 31~~include, ~~2014,~~among weother have no committed source of financing and there can be no assurance that we will receive any additional financing or funding from any source or if any financing should be obtained, that existing shareholders will not incur substantial, immediate, and permanent dilution of their existing investment.things:

~~Going~~● ~~Concern~~announcements ~~Uncertainties~~concerning our strategy; ● litigation; and ● general market conditions.

As of December 31, 2014, we have only limited working capital with which to pursue our business plan. The amount of capital required to sustain operations until we achieve positive cash flow from operations is subject to future events and uncertainties. It will be necessary for us to secure additional working capital through sales of our common stock and/or debt financing, and there can be no assurance that such funding will be available in the future. These conditions raise substantial doubt about our ability to continue as a going concern.6

AsBecause our ofcommon ~~and~~stock ~~for~~is ~~the~~considered ~~years~~a ~~ended~~“penny ~~December 31,~~stock” ~~2014~~any ~~and~~investment ~~2013,~~in our ~~independent~~common ~~registered~~stock ~~public~~is ~~accounting~~considered ~~firm~~to ~~has~~be ~~issued~~ a ~~going concern qualification as part of their~~high-risk ~~audit~~investment ~~report included herein~~ and ~~included~~is insubject ~~our~~to ~~2014~~restrictions ~~consolidated~~on ~~financial statements~~marketability.

Our common stock is ~~subordinate~~currently toquoted on the OTC Bulletin Board and the OTCQB and is considered a “penny stock.” The OTC ~~existing~~Bulletin Board and ~~future~~the ~~debt~~OTCQB is generally regarded as a less efficient trading market than the NASDAQ Capital Market.

~~All~~The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are equity securities with a price of ~~our~~less ~~common~~than ~~stock~~$5.00 is(other ~~and~~than ~~will~~securities ~~remain~~registered on certain national securities ~~subordinate~~exchanges toor quoted on the ~~claims~~NASDAQ ofsystem, ~~our~~provided ~~existing~~that current price and ~~future~~volume ~~creditors~~information with respect to transactions in such securities is provided by the exchange or system). AsThe ofpenny ~~December~~stock ~~31,~~rules ~~2014~~require a broker-dealer, weprior ~~had~~to $a 4transaction in a penny stock not otherwise exempt from those rules,~~686,991~~ ~~reflected~~to asdeliver ~~total~~a standardized risk disclosure document prepared by the SEC, which ~~liabilities~~specifies oninformation ~~our~~about ~~consolidated~~penny ~~balance~~stocks ~~sheet~~and the nature and significance of risks of the penny stock market. ~~These~~The ~~existing~~broker-dealer also ~~claims~~must ~~together~~provide the customer with ~~likely~~bid ~~additional~~and ~~debts,~~offer ~~obligations~~quotations for the penny stock, the compensation of the broker-dealer and ~~other~~any ~~commitments~~salesperson ~~that~~in wethe ~~give~~transaction, toand ~~others~~monthly account statements indicating the market value of each penny stock held in the ~~future~~customer’s account. In addition, ~~will~~the bepenny ~~superior~~stock rules require that, prior to ~~any~~a ~~rights~~transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and ~~interests~~receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our ~~stockholders~~common stock.

~~Significant~~Since our ~~control~~common ofstock is subject to the ~~Company~~regulations applicable to penny stocks, the market liquidity for our common stock could be isadversely ~~held~~affected bybecause ~~management~~the regulations on penny stocks could limit the ability of broker-dealers to sell our common stock and ~~principal~~thus ~~shareholders~~your ability to sell our common stock in the secondary market.

~~Our officers, directors and principal~~The ~~stockholders~~Company ~~(greater~~may ~~than~~issue 5%more ~~stockholders) collectively control approximately 45% of our common~~ shares ~~(including~~which ~~stock~~will ~~options and warrants) as of March 26, 2015. As a~~ result, ~~any~~in ~~person~~substantial ~~who acquires our common shares will likely have little or no ability to influence or control the Company~~dilution.

~~Due~~Our Certificate toof Incorporation authorizes the issuance of a ~~limited~~maximum ~~public~~of ~~market~~300,000,000 ~~our~~shares of common stock and 50,000,000 shares of preferred stock. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock ~~may~~or ~~not~~preferred stock are issued, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be ~~easily~~materially ~~sold~~and adversely affected.

~~There is a limited trading market for~~FINRA ~~our~~sales ~~common~~practice ~~shares,~~requirements ~~and~~may ~~there~~also islimit ~~no guarantee that~~ a ~~continuous~~stockholder’s ~~liquid~~ability ~~trading~~to ~~market~~buy ~~will~~and ~~develop.~~sell ~~All of~~ our common shares are traded only on the OTC Bulletin Board and the OTCQB and there can be no assurance that the common shares will ever gain any liquid trading volumes in any other market or gain listing on any stock ~~exchange~~.

~~Our~~In addition ~~business~~to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to ~~evaluate~~recommend that their customers buy our common stock, which may limit your ability to buy ~~because~~and wesell our stock and have aan ~~limited~~adverse ~~operating~~effect ~~history~~on the market for our shares.

~~We have a history of operating losses and we have incurred~~Our ~~significant~~internal ~~net~~controls ~~losses~~may inbe ~~each of the last two years. . For the years ended December 31~~inadequate, ~~2014~~which ~~and~~could ~~2013,~~cause weour ~~had~~financial ~~net~~reporting ~~revenues~~to ~~of $5,075,226~~be ~~and~~unreliable ~~$1,030,267~~ and ~~incurred~~lead ~~net~~to ~~losses~~misinformation ~~of $18,849,726 and $8,462,981, respectively. These losses, among other things,~~being ~~have~~disseminated ~~had and will continue~~ to ~~have~~the ~~an adverse effect on our results of operations, financial condition, stockholders’ equity, net current assets and working capital~~public.

WeOur management ~~will~~is ~~need~~responsible tofor ~~generate~~establishing ~~significant~~and ~~additional revenue~~maintaining ~~and/or~~adequate ~~cost~~internal ~~reductions~~control toover ~~achieve~~financial ~~profitability~~reporting. ~~While~~As ~~management~~defined ~~believes~~in ~~that~~Exchange Act weRule ~~may~~13a-15(f), ~~achieve~~internal ~~profitability~~control inover financial reporting is a process designed by, or under the ~~future~~supervision of, the principal ~~there~~executive ~~can~~and beprincipal nofinancial ~~assurance~~officer ~~that~~and weeffected ~~will~~by dothe ~~so.~~Board ~~Our~~of ~~ability~~Directors, management and other personnel, to ~~generate~~provide reasonable assurance regarding the reliability of financial reporting and ~~sustain~~the ~~significant~~preparation ~~additional~~of ~~revenues~~financial orstatements ~~achieve~~for ~~profitability~~external purposes in ~~will~~accordance ~~depend~~with ~~upon~~generally ~~numerous~~accepted ~~factors~~accounting ~~outside~~principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our ~~control,~~assets; ~~including~~(ii) ~~sales~~provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our ~~advertising~~receipts and ~~software~~expenditures ~~products~~are being made only in accordance with authorizations of our management and ~~reduction~~directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our ~~debt~~assets ~~obligations~~that could have a material effect on the consolidated financial statements.

~~Our stock price is likely to be highly~~We ~~volatile~~have ~~because~~never ofpaid ~~several~~dividends ~~factors,~~on ~~including~~our acommon ~~limited public float~~stock.

~~The~~We have ~~market~~never ~~price~~paid ofdividends on our common stock isand ~~likely to~~do benot ~~highly~~presently ~~volatile~~intend ~~because~~to ~~there~~pay ~~has~~any ~~been~~dividends ain ~~relatively~~the ~~thin~~foreseeable ~~trading~~future. ~~market~~We ~~for~~anticipate that ~~our~~any ~~stock,~~funds ~~which~~available ~~causes~~for ~~trades~~payment of ~~small~~dividends ~~blocks of~~will ~~stock to have a significant impact on our stock price. You may not~~ be ~~able to~~ re-~~buy~~invested orinto ~~re-sell~~the ~~our~~Company ~~common~~to ~~stock~~further ~~easily~~its ~~following periods~~business ~~of volatility because of the market's reaction to volatility~~strategy.

~~Other factors that could cause such volatility~~Item ~~may~~1B. ~~include,~~Unresolved ~~among~~Staff ~~other things:~~Comments

~~· announcements concerning our strategy;~~None.

·Item 2. ~~litigation;~~Description ~~and~~of Property

·We do ~~general~~not ~~market~~own ~~conditions~~any real property. We lease two offices in Irvine, California. On September 22, 2015 the Company signed a lease for office space at 47 Discovery in Irvine, California, and subsequently moved its operation to this location. This lease expires in September 2018 and carries a current monthly rent of approximately $5,350. The previous location of our headquarters was located at 16795 Von Karman Avenue, Suite 240, Irvine, California, 92606. This lease expires in March 2017 with a current rent of $13,100. This location is currently being subletted.

~~Because our common stock is considered~~Item a3. ~~"penny~~Legal ~~stock" any investment in our common stock is considered to be a high-risk investment and is subject to restrictions on marketability.~~Proceedings

~~Our~~In July ~~common~~2013, ~~stock~~the isCompany ~~currently~~became ~~quoted~~aware onthat a default judgment had been entered against Mimvi (now Adaptive Medias, Inc.) in favor of Mario Armando Wilson and against the ~~OTC~~Company ~~Bulletin~~in ~~Board~~the amount of $62,141 and the ~~OTCQB~~balance has been accruing interest. In 2014, the Company and isMr. ~~considered~~Wilson reached a ~~"penny~~settlement ~~stock~~agreement in which the Company granted Mr." ~~The~~Wilson ~~OTC~~19,629 ~~Bulletin~~unregistered ~~Board~~shares of stock and a commitment that the ~~OTCQB~~shares iswill ~~generally regarded~~be astradeable on June 3, 2015 at a ~~less~~value ~~efficient~~of ~~trading~~$74,000 ~~market~~with ~~than~~any ~~the~~shortfall ~~NASDAQ~~being ~~Capital~~paid ~~Market~~in cash.

The ~~SEC has adopted rules that regulate~~ ~~broker-dealer~~Company ~~practices~~was in ~~connection~~an ~~with~~arbitration ~~transactions~~case inentitled ~~"penny~~Felix ~~stocks."~~Chan ~~Penny stocks generally are equity securities with a price of less than $5~~v.00 Mimvi (~~other~~now ~~than~~Adaptive ~~securities registered on certain national securities exchanges or quoted on the NASDAQ system~~Medias, ~~provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system)~~Inc.) ~~The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC,~~ which ~~specifies~~was ~~information~~proceeding ~~about penny~~before ~~stocks and~~ the ~~nature~~American ~~and~~Arbitration ~~significance of risks of the penny stock market~~Association. ~~The~~On ~~broker-dealer~~December ~~also~~12, ~~must~~2014, ~~provide~~ the ~~customer~~Arbitrator ~~with bid~~issued ~~and~~an ~~offer~~award ~~quotations~~against ~~for~~ the ~~penny~~Company ~~stock,~~in the ~~compensation~~amount of ~~the broker-dealer and any salesperson in the transaction~~ $348,803 ~~and monthly~~which ~~account~~has ~~statements~~been ~~indicating~~accrued ~~the~~as ~~market value~~ of ~~each~~December ~~penny~~31, ~~stock held in the customer's account~~2014. InThe ~~addition,~~Company ~~the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock~~ is aexploring ~~suitable~~options ~~investment for the purchaser and receive the purchaser's written agreement~~ to ~~the transaction. These disclosure requirements may~~ have the ~~effect~~award ofset-aside ~~reducing~~or ~~the trading activity in the secondary market for our common stock~~reduced.

~~Since~~On September ~~our~~20, ~~common~~2013, ~~stock~~Eric isRice, ~~subject~~a toformer employee, sued the ~~regulations~~ ~~applicable~~Company to(Rice ~~penny~~v. ~~stocks~~Adaptive Medias, ~~the~~etc., ~~market~~et ~~liquidity~~al., ~~for~~LASC ~~our~~No. ~~common~~LC100816, Van ~~stock~~Nuys ~~could~~Superior beCourt). ~~adversely~~The ~~affected~~complaint ~~because~~alleges that the ~~regulations~~Company breached Mr. Rice’s employment agreement and made misrepresentations onwhen ~~penny~~the ~~stocks~~Company ~~could~~terminated ~~limit~~Mr. Rice. The complaint does not specify the ~~ability~~amount of ~~broker-dealers~~alleged todamages. ~~sell~~The ~~our~~Company ~~common~~denies ~~stock~~any breach or misrepresentation, and ~~thus~~the ~~your~~Company ~~ability~~denies tothat ~~sell~~it ~~our~~owes ~~common~~Mr. ~~stock~~Rice anything. The Company has filed a cross-complaint against Mr. inRice ~~the~~for ~~secondary~~damages ~~market~~and other relief. Discovery is underway.

~~The~~On July 29, 2013, Khoi Senderowicz filed a lawsuit against the Company ~~may~~and ~~issue~~two ~~more~~other ~~shares~~individuals, ~~which~~Andrew Linton and Kasian Franks ~~will~~(Senderowicz ~~result~~v. Franks, etc., et al., Case No. RG13689457, Alameda County Superior Court). The suit alleges breach of leases for real property and damages to real property and seeks $353,894 in ~~substantial~~alleged ~~dilution~~damages. The Company has responded to the Complaint and denied all claims and damages.

~~Our~~In April ~~Certificate~~ of ~~Incorporation~~2014, ~~authorizes~~ the ~~issuance~~Company ofbecame aware that a ~~maximum~~lawsuit was filed against the Company in the Superior Court of ~~300~~Santa Clara County,~~000~~ California by Amanda Besemer,~~000 shares~~ ofwho ~~common~~was ~~stock~~an ~~and~~Advisory ~~50,000,000~~Board ~~shares~~member of ~~preferred~~Mimvi ~~stock~~from 2010-2012. ~~Our~~Ms. ~~Board~~Besemer ofseeks ~~Directors has~~damages ~~the~~equivalent ~~power~~ to $400,000 ~~issue~~of ~~any~~stock or ~~all~~the cash equivalent of such ~~authorized~~related ~~but~~to ~~unissued~~the ~~shares~~termination ~~without~~of ~~stockholder~~the ~~approval.~~Advisory ToBoard ~~the~~role. ~~extent~~The ~~that~~Company ~~additional~~has responded ~~shares~~to ofthe ~~common~~Complaint ~~stock~~and ordenied ~~preferred~~the ~~stock~~allegations. ~~are~~The ~~issued,~~Company ~~dilution~~has tobeen informed that the ~~interests~~case ofin ~~our~~Santa ~~stockholders~~Clara ~~will~~has ~~occur~~been dismissed and that ~~the~~Ms. ~~rights of~~Besemer intends to refile the ~~holders~~case ofin ~~common~~Southern ~~stock~~California. ~~might~~As beyet, ~~materially~~the ~~and~~case ~~adversely~~has ~~affected~~not been refiled.

~~FINRA~~On January ~~sales~~27, ~~practice~~2015, ~~requirements~~the ~~may also~~Company ~~limit~~has become aware of a ~~stockholder's~~recent ~~ability~~cross-complaint tofiled ~~buy~~by the former CEO of OneScreen. (Patel v. OneScreen, Adaptive Media, Inc and ~~sell~~Qayed ~~our~~Shareef). ~~stock~~The Company believes it has sufficient defenses against any of the claims in this matter and intends to vigorously defend its position.

~~In addition to the “penny stock”~~The ~~rules~~Company ~~described~~does ~~above,~~not ~~the~~believe ~~Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that~~ the ~~investment~~ultimate isoutcome suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these ~~rules,~~proceedings ~~FINRA believes that there is a high probability that speculative low priced securities~~ will ~~not~~ be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have ana material adverse ~~effect~~impact on the Company’s ~~market~~consolidated ~~for~~financial ~~our shares~~statements.

~~Our internal controls may be inadequate,~~Item ~~which~~4. ~~could~~Mine ~~cause~~Safety ~~our financial reporting to be unreliable and lead to misinformation being disseminated to the public.~~Disclosures

~~Our management is responsible for establishing~~Not ~~and maintaining adequate internal control over financial reporting~~applicable. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

~~We have never paid dividends on our~~PART ~~common stock.~~II

~~We have never paid dividends on our common~~Item ~~stock and do not presently intend to pay any dividends in the foreseeable future~~5. WeMarket ~~anticipate that any funds available~~ for ~~payment of~~Common ~~dividends~~Equity, ~~will~~Related beStockholder ~~re-invested~~Matters ~~into~~and ~~the~~Issuer ~~Company~~Purchases toof ~~further~~Equity ~~its business strategy.~~Securities

~~Item~~Our common 1Bstock is quoted under the symbol “ADTM” on the OTC Bulletin Board and the OTCQB, a quotation service that displays sale prices, and volume information for transactions with market makers in over-the-counter (“OTC”) equity securities. All ~~Unresolved~~such ~~Staff~~quotations ~~Comments~~reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not necessarily represent actual transactions. Trading in our common stock is limited and sporadic and there can be no assurance that any liquid trading market will develop or, if it does develop, that it can be maintained.

~~None.~~The high and low bid quotations for our common stock for each of the quarters of our fiscal years ended December 31, 2054 and 2014 are set forth in the table below:

Item 2. Properties

	Price Range
	High($)		Low($)
Quarter ended March 31, 2014	$	4.50	$	2.10
Quarter ended June 30, 2014	$	4.20	$	2.40
Quarter ended September 30, 2014	$	4.30	$	1.70
Quarter ended December 31, 2014	$	5.45	$	2.31
Quarter ended March 31, 2015	$	3.19	$	1.50
Quarter ended June 30, 2015	$	2.47	$	0.31
Quarter ended September 30, 2015	$	0.51	$	0.18
Quarter ended December 31, 2015	$	0.39	$	0.15

~~We lease two offices in Irvine, California.~~On ~~The~~April ~~first lease~~10, ~~for the premises located at 23 Mauchly~~2015, ~~Suite 106, Irvine will expire in July 2015. We pay rent monthly at~~ the ~~rate~~ ofclosing ~~$1,710.~~per Weshare doprice ~~not intend to renew this lease. We entered into a new lease on January 7, 2014~~ for ~~the premises located at 16795 Von Karman Avenue, Suite 240, Irvine, California, 92606,~~ our ~~headquarters.~~common ~~The~~stock ~~lease~~was ~~has a 39 month term and calls for monthly rent of~~ $~~11,050, including common area charges~~_____. ~~The premises are suitable for our current operations.~~

~~Item~~Holders: According 3to the records of Adaptive Medias’ transfer agent, Adaptive Medias had 351 stockholders of record as of March 26, 2016 and it believes there are a substantially greater number of beneficial holders. ~~Legal~~This ~~Proceedings~~number does not include an indeterminate number of shareholders whose shares are held by brokers in street name.

InDividends: We ~~July~~have ~~2013,~~not ~~the~~paid ~~Company~~any ~~became~~dividends ~~aware that~~to adate, ~~default~~and ~~judgment~~we ~~had~~have ~~been~~no ~~entered~~intention ~~against~~of ~~Mimvi~~paying ~~(now~~any ~~Adaptive~~cash ~~Medias,~~dividends ~~Inc.)~~on inour ~~favor~~common ofstock ~~Mario~~in ~~Armando~~the ~~Wilson and against~~foreseeable ~~the~~future. ~~Company~~The indeclaration ~~the~~and ~~amount~~payment of ~~$62,141~~dividends ~~and~~is ~~the~~subject ~~balance~~to ~~has~~the ~~been~~discretion ~~accruing~~of ~~interest.~~our InBoard ~~2014,~~of ~~the~~Directors ~~Company~~ and ~~Mr.~~to ~~Wilson~~certain ~~reached a~~limitations ~~settlement~~imposed ~~agreement~~under ~~in which~~ the ~~Company~~Nevada ~~granted~~Revised MrStatutes. ~~Wilson~~The 19timing,~~629~~ ~~unregistered~~amount ~~shares~~and form of ~~stock~~dividends, ~~and~~if aany, ~~commitment~~will ~~that~~depend ~~the~~on, ~~shares will~~among beother ~~tradeable~~things, our onresults ~~June~~of 3operation, ~~2015~~financial atcondition, acash ~~value~~requirements ofand ~~$74,000~~other ~~with~~factors ~~any~~deemed ~~shortfall~~relevant ~~being~~by ~~paid~~our inBoard ~~cash~~of Directors.

~~The Company was in an arbitration case~~Securities ~~entitled Felix~~Authorized ~~Chan~~for v.Issuance ~~Mimvi~~under ~~(now~~Equity ~~Adaptive~~Compensation Medias, Inc.) which was proceeding before the American Arbitration Association. On December 12, 2014, the Arbitrator issued an award against the Company in the amount of $348,803 which has been accrued as of December 31, 2014. The Company is exploring options to have the award set-aside or reduced.Plans

OnThe Company’s ~~September~~shareholders ~~20,~~approved ~~2013,~~the ~~Eric~~Company’s ~~Rice,~~2010 aStock ~~former~~Incentive Plan (the “2010 Plan”) on November ~~employee~~2, ~~sued~~2010. The Plan provides for the ~~Company~~grant ~~(Rice~~of v.non-statutory ~~Adaptive~~or ~~Medias,~~incentive ~~etc.~~stock options, etstock ~~al.~~appreciation rights, ~~LASC~~restricted ~~No. LC100816~~stock, restricted ~~Van~~stock ~~Nuys~~units, ~~Superior~~and ~~Court).~~other ~~The~~stock-based ~~complaint alleges~~awards ~~that~~to the Company’s ~~breached~~employees, MrOfficers, Directors or consultants. ~~Rice'~~The Company’s ~~employment~~Board ~~agreement~~of ~~and~~Directors ~~made~~administers ~~misrepresentations~~the ~~when~~2010 Plan, selects the ~~Company~~individuals ~~terminated~~to ~~Mr.~~whom options will be granted, determines ~~Rice.~~the ~~The~~number ~~complaint~~of ~~does~~options ~~not~~to ~~specify~~be granted, and the ~~amount~~term and exercise price of ~~alleged~~each ~~damages~~option. ~~The~~Stock ~~Company~~options ~~denies~~granted ~~any~~pursuant ~~breach~~to orthe ~~misrepresentation,~~terms of ~~and~~the 2010 Plan generally cannot be granted with an exercise price of less than 100% of the ~~Company~~ ~~denies~~fair ~~that~~market itvalue ~~owes~~on ~~Mr.~~the ~~Rice~~date ~~anything~~of the grant. The ~~Company~~term ~~has~~of ~~filed~~the aoptions ~~cross-complaint~~granted ~~against~~under Mrthe 2010 Plan cannot be greater than 10 years. ~~Rice~~Options ~~for~~vest ~~damages~~at ~~and~~varying ~~other~~rates ~~relief.~~generally ~~Discovery~~over isthree ~~underway~~to five years along with performance based options.

OnIn September ~~July~~2013, 29our Board of Directors approved an increase in the number of shares issuable pursuant to the 2010 Plan to 15,000,000. In December 2013, ~~Khoi~~our ~~Senderowicz~~Board ~~filed a~~of ~~lawsuit~~Directors ~~against~~approved an amendment to the ~~Company~~2010 ~~and~~Plan ~~two~~which ~~other~~increased ~~individuals,~~the ~~Andrew~~number ~~Linton~~of ~~and~~shares ~~Kasian~~issuable pursuant ~~Franks~~to ~~(Senderowicz~~the v.2010 ~~Franks,~~Plan ~~etc.~~by 15,000,000 etto ~~al.~~30, ~~Case~~000,000 Noshares. ~~RG13689457,~~Both ~~Alameda~~amendments ~~County~~have ~~Superior~~also ~~Court).~~been ~~The~~approved ~~suit~~by ~~alleges~~the ~~breach~~Company’s shareholders. Upon completion of ~~leases~~the ~~for~~Reverse ~~real~~Stock ~~property~~Split ~~and~~on ~~damages~~April 14, 2014, the Company continues to ~~real~~have ~~property and~~30,000,000 ~~seeks~~shares ~~$353~~issuable of which 28,~~894~~522,023 inshares ~~alleged~~were ~~damages~~available for future grant as of December 31, 2015. The ~~Company~~material ~~has~~terms ~~responded~~of toour stock incentive plans are described in Note 7 of the ~~Complaint~~Notes ~~and~~to ~~denied~~Financial ~~all~~Statements ~~claims~~in ~~and~~Part ~~damages~~II, Item 8 of this Form 10-K.

~~In April of 2014,~~Performance the Company became aware that a lawsuit was filed against the Company in the Superior Court of Santa Clara County, California by Amanda Besemer, who was an Advisory Board member of Mimvi from 2010-2012. Ms. Besemer seeks damages equivalent to $400,000 of stock or the cash equivalent of such related to the termination of the Advisory Board role. The Company has responded to the Complaint and denied the allegations. The Company has been informed that the case in Santa Clara has been dismissed and that Ms. Besemer intends to refile the case in Southern California. As yet, the case has not been refiled.Graph

~~On January 27,~~We ~~2015,~~are ~~the~~a ~~Company~~smaller ~~has~~reporting ~~become~~company ~~aware~~as ofdefined aby ~~recent~~Rule ~~cross~~12b-~~complaint~~2 ~~filed~~of by the ~~former~~Exchange ~~CEO~~Act ~~of OneScreen. (Patel v. OneScreen, Adaptive Media, Inc~~ and ~~Qayed~~are ~~Shareef).~~not ~~The~~required ~~Company~~to ~~believes~~provide ~~it has sufficient defenses against any of~~ the ~~claims~~information in under this ~~matter and intends to vigorously defend its position~~item.

~~The Company does~~Sales ~~not believe the ultimate outcome~~ of ~~these~~Unregistered ~~proceedings will have a material adverse impact on the Company’s consolidated financial statements.~~Securities

~~Item~~There were 4.no ~~Mine~~unregistered ~~Safety~~sales ~~Disclosures~~of securities during the period covered by this report that were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

~~Not applicable~~Item 6. Selected Financial Data

7As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

~~PART II~~9

Item 5 7. ~~Market~~Management’s ~~for~~Discussion ~~Common~~and ~~Equity,~~Analysis ~~Related~~of ~~Stockholder~~Financial ~~Matters~~Condition and ~~Issuer~~Results ~~Purchases~~ of ~~Equity Securities~~Operations

Market Information: Our common stock is quoted under the symbol "ADTM" on the OTC Bulletin Board and the OTCQB, a quotation service that displays sale prices, and volume information for transactions with market makers in overForward-~~the-counter ("OTC") equity securities. All~~Looking such quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions and may not necessarily represent actual transactions. Trading in our common stock is limited and sporadic and there can be no assurance that any liquid trading market will develop or, if it does develop, that it can be maintained.Statements

~~The~~This report ~~high~~contains forward-looking statements that involve risks and ~~low~~uncertainties. ~~bid~~These ~~quotations~~statements ~~for~~relate to future events or our ~~common~~future ~~stock~~financial ~~for~~performance. ~~each~~In ofsome ~~the~~cases, ~~quarters~~you ofcan ~~our~~identify ~~fiscal~~forward-looking ~~years~~statements ~~ended~~by ~~December~~terminology 31including, ~~2014~~“could” “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” and ~~2013~~the negative of these terms or other comparable terminology. These statements are ~~set~~only ~~forth~~predictions. inActual ~~the~~events ~~table~~or ~~below:~~results may differ materially.

	Price Range
	High($)		Low($)
Quarter ended March 31, 2013	$	13.20	$	4.20
Quarter ended June 30, 2013	$	7.20	$	2.10
Quarter ended September 30, 2013	$	4.80	$	1.50
Quarter ended December 31, 2013	$	3.60	$	2.10
Quarter ended March 31, 2014	$	4.50	$	2.10
Quarter ended June 30, 2014	$	4.20	$	2.40
Quarter ended September 30, 2014	$	4.30	$	1.70
Quarter ended December 31, 2014	$	5.45	$	2.31

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this Annual Report.

~~Holders: According to the~~Business records of Adaptive Medias’ transfer agent, Adaptive Medias had 351 stockholders of record as of March 26, 2015 and it believes there are a substantially greater number of beneficial holders. This number does not include an indeterminate number of shareholders whose shares are held by brokers in street name.Overview

~~Dividends:~~ We are ~~have~~a ~~not~~leader ~~paid any~~in ~~dividends~~programmatic, toreal ~~date~~time bidding (“RTB”) advertising across mobile, video and wedisplay, ~~have~~as nowell ~~intention~~as a provider of ~~paying~~a ~~any~~business-to-business ~~cash~~digital ~~dividends~~video oncontent ~~our~~management ~~common~~platform ~~stock~~SaaS. inThe ~~the~~Company, ~~foreseeable~~through ~~future.~~its ~~The~~core content monetization ~~declaration~~platform and ~~payment~~technology, ofprovides ~~dividends~~app isdevelopers, ~~subject~~publishers toand ~~the~~video ~~discretion~~content ofdevelopers ~~our~~one ~~Board~~ of ~~Directors~~the ~~and~~only end-to-end ~~certain limitations imposed~~monetization ~~under~~platforms ~~the~~driven ~~Nevada~~by ~~Revised~~programmatic ~~Statutes~~algorithms. The ~~timing,~~Company ~~amount~~provides ~~and~~these ~~form~~unique ofcapabilities ~~dividends,~~to ifmonetize ~~any,~~content ~~will~~efficiently ~~depend~~across multiple ~~on,~~marketing ~~among~~channels ~~other~~and ~~things~~devices, ~~our~~including ~~results of operation~~mobile, ~~financial~~video ~~condition, cash requirements~~ and ~~other~~online ~~factors~~display ~~deemed relevant by our Board of Directors~~advertising.

~~Equity~~Pursuant to ~~Compensation~~votes of the majority of the Board of Directors and shareholders, effective on November 6, 2013, the Company changed its name ~~Plan~~to ~~Information~~Adaptive Medias, Inc. in order to better and more fully demonstrate the Company’s emphasis on providing a supply-side platform for mobile, video and online display advertising. In connection with the name change, effective on November 19, 2013, the Company’s ticker symbol was changed to ADTM.

The ~~Company’s shareholders approved~~ ~~the~~ Company’s ~~2010~~is ~~Stock~~a ~~Incentive~~programmatic ~~Plan~~audience ~~(the~~and ~~“2010~~content ~~Plan”)~~monetization oncompany ~~November~~for 2website owners, ~~2010.~~app ~~The~~developers ~~Plan~~and ~~provides~~video ~~for~~publishers ~~the grant~~who ofwant ~~non-statutory~~to ormore ~~incentive~~effectively ~~stock~~optimize ~~options,~~content ~~stock~~through ~~appreciation~~advertising. ~~rights,~~The ~~restricted~~Company ~~stock,~~provides ~~restricted~~a ~~stock~~foundation ~~units,~~for publishers and ~~other stock-based~~developers ~~awards~~looking to ~~the~~engage ~~Company’s~~brand ~~employees,~~advertisers ~~Officers,~~through ~~Directors~~a ormulti-channel ~~consultants.~~approach ~~The~~that ~~Company’s~~delivers ~~Board~~integrated, ofengaging ~~Directors~~and ~~administers the~~impactful ~~2010~~ads ~~Plan,~~across multiple ~~selects~~devices. ~~the~~The ~~individuals~~Company tomeets ~~whom~~the ~~options~~needs ~~will~~of beits ~~granted,~~publishers ~~determines~~with ~~the~~an ~~number~~emphasis ofon ~~options~~maintaining touser ~~be granted~~experience, ~~and~~while ~~the~~delivering ~~term~~timely and ~~exercise~~relevant ~~price~~ads ofthrough ~~each~~its ~~option.~~multi-channel ~~Stock~~ad ~~options~~delivery ~~granted~~and ~~pursuant~~content toplatform. ~~the~~Our ~~terms~~corporate ofheadquarters ~~the~~are ~~2010~~located ~~Plan generally cannot be granted~~at ~~with~~47 anDiscovery ~~exercise~~Suite ~~price~~220, ofIrvine ~~less~~CA, ~~than~~92618. ~~100%~~Our ofwebsite ~~the~~address ~~fair~~is ~~market value on the date of the grant~~www.adaptivem.com. The ~~term~~information ofcontained ~~the~~on, ~~options~~or ~~granted~~that ~~under~~may ~~the 2010 Plan cannot~~ be ~~greater~~obtained ~~than~~from, 10our ~~years.~~website ~~Options~~is ~~vest~~not, atand ~~varying~~shall ~~rates~~not ~~generally~~be ~~over~~deemed ~~three~~ to ~~five~~be, ~~years~~a ~~along~~part ~~with~~of ~~performance based~~this ~~options~~report.

InOn the ~~September~~supply ~~2013~~side, ~~our~~the ~~Board~~Company ofprovides ~~Directors approved~~each anpublishing ~~increase~~client inwith ~~the~~unique ~~number~~capabilities ofto ~~shares~~distribute ~~issuable~~and ~~pursuant~~monetize toits ~~the~~content ~~2010~~across multiple ~~Plan~~channels toor 15operating systems,~~000,000.~~ Inwhere ~~December~~it ~~2013,~~can ~~our~~serve ~~Board~~a piece of content on a laptop, a tablet and a phone without any additional ~~Directors~~cost ~~approved~~or anlicense. ~~amendment~~The tooptimization ~~the~~modules ~~2010~~in ~~Plan~~our ~~which~~technology ~~increased~~can ~~the~~be ~~number~~deployed ofacross ~~shares~~multiple ~~issuable~~channels ~~pursuant~~on the platform to ~~the~~provide capabilities ~~2010~~such ~~Plan~~as byad 15serving,~~000,000 to~~ 30RTB,~~000,000~~ ~~shares.~~ad ~~Both~~revenue ~~amendments~~waterfall ~~have~~management ~~also~~and ~~been~~video ~~approved~~content bymanagement, and enabling necessities like the ~~Company’s~~video ~~shareholders~~player itself. ~~Upon~~We ~~completion~~help ofmobile ~~the~~app ~~Reverse~~developers, publishers and video content developers monetize their ad inventory through ~~Stock~~our ~~Split~~proprietary onad-delivery ~~April~~and ~~14,~~optimization ~~2014,~~platform. ~~the~~The Company ~~continues~~provides these unique capabilities to ~~have~~monetize 30content efficiently across multiple marketing channels,~~000~~ including mobile,~~000~~ ~~shares~~video ~~issuable~~and ~~pursuant~~online todisplay ~~the~~advertising. ~~2010~~Our ~~Plan~~relationships span across health, sports, entertainment, auto, fashion, news, tech and luxury verticals.

~~The~~On the ~~following~~demand ~~table~~side, ~~sets~~the ~~forth~~Company’s ~~certain~~programmatic ~~information~~technology ~~regarding~~ stack is advertiser-friendly; the ~~Company’s~~platform ~~equity~~provides ~~compensation~~advertisers ~~plans~~with a asbrand-safe ofand ~~December~~transparent 31marketplace for buying media across mobile, ~~2014~~video and display. This is essential for big brand advertisers and brand-direct ecommerce companies that require a high level of safety, context and relevance for their advertisements.

8On June 16, 2014, the Company launched its marketplace to enable publishers a seemingly simple marriage of quality content, users and monetization opportunities side-by-side with advertising partners who drive demand. This is accomplished through a complex set of discovery technology solutions, driven by patents, and efficient algorithmic data that cohesively interact in any digital marketing environment where advertising, audience and content must come together.

	Number of securities to be Issued upon exercise of outstanding options, warrants And rights			Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a))
	(a)			(b)		(c)
Equity compensation plans approved by security holders		1,477,977	(1)	$	1.11		28,522,023
Total		1,477,977		$	1.11		28,522,023

Factors Affecting Our Performance

~~(1) Consists of our Amended and Restated~~We ~~2010~~believe ~~Stock~~that ~~Incentive Plan,~~ the ~~material~~growth ~~terms~~ of ~~which~~our ~~are~~business ~~described~~and inour ~~Note~~future 7success ofdepend ~~the~~on ~~Notes~~various ~~to Financial Statements in Part II~~opportunities, ~~Item~~ 8challenges ~~of this Form 10-K. The Plan provides for the grant of non-statutory or incentive stock options, stock appreciation rights, restricted stock, restricted stock units,~~ and other ~~stock-based awards to the Company’s employees~~factors, ~~officers, directors or~~ ~~consultants.~~including ~~The Board of Directors administers~~ the Plan, selects the individuals to whom awards will be granted, determines the number of awards to be granted, and the term and exercise price of each award. Stock options granted pursuant to the terms of the Plan are generally granted with an exercise price of 100% of the fair market value on the date of the grant (110% for awards issued to a 10% or more stockholder). The term of the options granted under the Plan cannot be greater than 10 years; 5 years for a 10% or more stockholder. Options vest at varying rates. An aggregate of 30,000,000 shares are reserved under the Plan, of which 28,522,023 shares were available for future grant at December 31, 2014.following:

~~Performance~~Investment in ~~Graph~~Growth

WeDuring 2014, ~~are~~Adaptive Medias focused on stabilizing and integrating the technology platform consisting of multiple legacy systems. With the acquisitions of Adaptive Media and Ember and the business combination with Media Graph Inc., we needed to take a ~~smaller~~moment ~~reporting~~to insure ~~company~~all of our technology stack properly works and is capable of handling the growth we are starting to experience. With the stabilization behind us, we plan to invest in additional business development resources to drive awareness and adoption of the platform to targeted customers. We also plan to invest in additional features and technology such as data visualization and insights ~~defined~~and byoptimization ~~Rule~~tools ~~12b-2~~that will further increase the value of the ~~Exchange~~platform ~~Act~~to current and ~~are~~future ~~not~~customers. ~~required~~We also intend to continue ~~provide~~investing in research and development related to further streamlining the ~~information~~content ~~under~~marketplace ~~this~~service. ~~item~~The goal of these development efforts will be to maximize market penetration across our multiple streams of income within the video and mobile landscapes while improving the user experience. We also believe that as both our publisher and demand side sales teams becomes more seasoned, we will experience an increase in sales productivity.

~~Issuances of Unregistered Securities~~10

~~During the year ended December 31, 2014~~Technology ~~the~~Enhancements Company issued 555,309 shares of its common stock to several consultants in exchange for services rendered with an aggregate fair value of $2,145,026 or $3.86 per share on average. Additionally, the Company issued and ~~sold~~Customer ~~3,239,780~~Satisfaction shares of its common stock to several accredited investors for an aggregate purchase price of $7,289,500 or $2.25 per share on average. In the same period the Company issued 46,667 shares of common stock to the holder of a convertible promissory note at $2.25 per share upon the conversion of the promissory note with a fair market value of $105,000. During the period the Company issued 64,993 shares of its common stock for settlement of $195,879 of accounts payable. Finally the Company issued 5,000,000 of its common stock in connection with merger transactions with a fair value of $15,000,000 or $3.00 per share on average.

~~During the twelve months ended December~~We ~~31,~~will ~~2014,~~continue ~~most~~to ofmake ~~the~~improvements ~~stock~~to ~~purchase~~our ~~agreements~~technology ~~wherein~~platform. ~~the~~We ~~Company~~will ~~sold~~be ~~and~~focusing ~~issued~~our ~~common~~development ~~shares~~efforts toin ~~accredited~~two ~~investors~~main ~~provided~~categories. ~~for~~The ~~warrants~~first toeffort ~~purchase~~will ~~common~~be ~~stock~~to ofincrease ~~the~~performance ~~Company~~for ~~with~~our ~~strike~~publishing ~~prices~~partners ~~that~~through ~~range~~improved ~~from $2.25 to $15.00~~efficiency, athigher ~~100%~~fill ~~warrant~~rates ~~coverage.~~and ~~All~~reduced ofCost ~~the~~Per ~~foregoing~~Thousand ~~securities~~(“CPM”) ~~transactions~~impressions. ~~were~~The ~~made~~second ineffort ~~reliance~~will ~~upon~~be ana ~~exemption~~collaborative ~~from~~solution ~~registration~~with ~~under Section 4(2) of~~ the ~~Securities~~ ~~Act,~~ agencies and ~~Regulation~~advertisers ~~D promulgated thereunder in~~ that ~~the~~could ~~transactions~~include ~~involved private offerings of our unregistered securities~~planning, wecontent ~~did~~monetization ~~not~~and ~~make~~strategic apartnership ~~public~~opportunities. ~~offering~~Both ~~or sale~~ of ~~our~~these ~~securities, the investors were either accredited or unaccredited~~efforts ~~but~~will ~~sophisticated,~~have ~~and~~ the ~~investors~~overarching ~~represented~~goal toof usincreasing ~~that~~our ~~they~~customer ~~were~~satisfaction ~~acquiring the securities for investment purposes~~ and ~~for their~~thus ~~own~~increasing ~~accounts,~~our ~~and~~customer ~~not with an eye toward further distribution~~retention.

~~Item~~Ability to 6.Increase ~~Selected~~Penetration ~~Financial~~in ~~Data~~All Channels and All Devices

AsOur future aperformance ~~"smaller~~is ~~reporting~~dependent ~~company"~~on asour ~~defined~~continued byability ~~Item~~to penetrate and grow our revenue in mobile and video channels but to 10also serve the needs of ~~Regulation~~our ~~S-K,~~customers that need help with display advertising. These revenues will come from both the ~~Company~~publisher side through our RTB platform driving inventory monetization and through direct agency and advertiser contracts. Video and mobile represent the fastest growing channels currently, but we also see a significant opportunity in rich media and high impact display ads. Mobile device growth is ~~not~~eclipsing ~~required~~desktop growth. We are seeing an increase in requests for cross device targeting. We are working on a unique, non-Personal Identity Identifier (“PII”) solution based on our data store that will allow us to ~~provide~~successfully ~~information~~identify ~~required~~users byregardless ~~this~~of ~~Item~~which device they are on.

9Seasonality

~~Item~~In the 7advertising industry, companies commonly experience seasonal fluctuations in revenue. ~~Management's~~For ~~Discussion~~example, ~~and~~many ~~Analysis~~advertisers allocate the largest portion of ~~Financial~~their ~~Condition~~budgets to the fourth quarter of the calendar year to coincide with increased holiday purchasing. Historically, the fourth quarter of the year reflects our highest level of advertising activity, and ~~Results~~the first quarter reflects the lowest level of ~~Operations~~such activity. We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.

~~Forward-Looking Statements~~Competition

~~This~~There are ~~report~~many ~~contains~~fractional ~~forward-looking~~players ~~statements~~in ~~that~~this ~~involve risks and uncertainties~~space. ~~These~~There ~~statements~~are ~~relate~~those towho ~~future~~provide ~~events~~video orplayers ~~our~~like ~~future~~Ooyala, ~~financial~~BrightCove ~~performance~~and Kaltura. InOthers provide ~~some~~advertising ~~cases~~network services like BrightRoll, ~~you~~Grab ~~can identify~~and ~~forward-looking~~TubeMogul. ~~statements~~A byfinal ~~terminology~~group ~~including,~~provides ~~"could"~~ad ~~"may",~~serving ~~"will",~~and ~~"should",~~demand services ~~"expect",~~including ~~"plan"~~RocketFuel, ~~"anticipate",~~LiveRail ~~"believe",~~or ~~"estimate",~~FreeWheel. ~~"predict", "potential"~~These providers and their fragmented solutions only complicate the ~~negative~~choices ofthat ~~these~~a publisher, ~~terms~~app developer or ~~other~~video ~~comparable~~content ~~terminology~~provider must make to participate in today’s market for audiences and advertising revenue. ~~These~~We ~~statements~~believe ~~are~~that AOL is the only ~~predictions~~other company that can claim to provide an end-to-end solution. It has a video player ~~Actual~~and ~~events~~ad orserving ~~results~~capabilities ~~may~~through ~~differ~~Adap.tv, ~~materially~~CMS and CDN capabilities through 5min Media and a wealth of inventory and demand through legacy AOL properties and exchange integration.

Despite AOL’s size, we believe that we our business model has advantages that will allow us to compete in this space. The first advantage pertains to AOL’s legacy inventory source. While ~~these~~AOL ~~forward-looking~~benefits ~~statements~~from many domains under its control, ~~and~~it ~~any~~is ~~assumptions~~also ~~upon~~hampered ~~which~~by ~~they~~the ~~are~~responsibility ~~based,~~to fill advertising through these domains first. Our advantage is that we are ~~made~~inventory inagnostic. If ~~good~~advertisers ~~faith~~want and ~~reflect~~can benefit from our ~~current~~direct ~~judgment~~publisher ~~regarding~~inventory, ~~the~~we ~~direction~~are ofhappy ~~our~~to ~~business,~~provide ~~actual~~it. If advertisers want to take ~~results~~advantage ~~will~~of ~~almost~~efficiencies ~~always~~through ~~vary,~~RTB ~~sometimes~~exchange ~~materially~~inventory, ~~from~~we ~~any~~can ~~estimates,~~provide ~~predictions~~that as well. The Company is less restricted and, ~~projections~~as a result, ~~assumptions~~we orbelieve ~~other~~that ~~future performance~~we ~~suggested~~can inprovide ~~this~~better ~~Annual~~optimization ~~Report~~choices than AOL.

~~Factors~~The second ~~Affecting~~advantage is in pricing. AOL’s legacy properties have high floor inventory costs. While AOL addresses this issue by explaining that its inventory is “premium”, this claim is generally made by most, if not all, inventory sources. Our ~~Performance~~inventory flexibility and existing monetization contracts allow us to deliver advertising, which we believe has the same quality as AOL’s advertising, but at a lower cost per impression. We believe that this allows us an edge in negotiating onto advertising campaigns where we don’t have an existing track record.

~~We believe that the growth of our business and our future success~~Business ~~depend on various opportunities, challenges and other factors, including the following:~~Development

~~Investment~~Our business development efforts are focused on three main areas. The first is signing content providers to syndication and monetization deals. The second is signing publishers onto our platform. The third area of focus is driving advertising demand or fulfillment through our platform. This translates to revenue generation in ~~Growth~~the following forms: 1) Encoding fees for uploading content; 2) Revenue share from platform publishers consuming the content; 3) Content streaming bandwidth fees from publishers consuming content; 4) Ad server fees from publishers consuming ads within the platform; 5) Content storage fees for housing content within the platform; and 6) Percentage of revenue from advertisers attaching content to their video ads. In 2013, we added approximately 50 publishers. The direct impact of which was operationally minimal as the platform lends itself extremely simplified workflows. Our overall content contracted in 2013 as we began to remove underperforming partners and categories. We expect all content categories to grow in 2015 as we move toward stabilization of our platform and expansion of our technical capabilities while onboarding premium content providers through focused business development efforts. During the year ended September 30, 2015, our efforts to streamline our operations and processes led to the successful acquisition and retention of quality publishers and content relationships. New relationships included premium publishers and content producers, all of whom are leaders in their respective categories.

~~During 2014, Adaptive Medias focused on~~Today ~~stabilizing~~our ~~and~~advertiser ~~integrating~~campaign ~~the~~demand ~~technology~~initiatives ~~platform~~are ~~consisting~~consistently offulfilling ~~multiple legacy systems. With the acquisitions of Adaptive Media~~ and ~~Ember~~scaling ~~and~~at ~~the~~sustainable ~~business~~rates ~~combination~~for ~~with Media Graph Inc., we needed to take a moment to insure all of~~ our ~~technology~~growing ~~stack~~publisher ~~properly works and is capable of handling the growth we are starting to experience~~base. ~~With~~We ~~the~~have ~~stabilization~~over ~~behind us~~350,000 werights ~~plan to~~cleared ~~invest~~pieces ~~in additional business development resources to drive awareness and adoption~~ of ~~the~~video platform to targeted customers. We also plan to invest in additional features and technology such as data visualization and insights and optimization tools that will further increase the value of the platform to current and future customers. We also intend to continue investing in research and development related to further streamlining the content ~~marketplace service. The goal of these development efforts will be to maximize market penetration~~ across ~~our~~all ~~multiple~~interest ~~streams of income within the video and mobile landscapes while improving the user experience~~categories. We ~~also~~have ~~believe~~recently ~~that~~expanded ~~as both~~ our publisher ~~and~~base ~~demand~~to ~~side~~include ~~sales~~Latin ~~teams~~On, ~~becomes~~Webisaba, ~~more~~Sovrn ~~seasoned~~Holdings, weTechno ~~will experience an increase in sales productivity~~Buffalo.

~~Technology~~The push ~~Enhancements~~made in 2014, to penetrate the comScore top 1000 publisher accounts depicted the growth and ~~Customer~~scale of our platform syndication ~~Satisfaction~~capabilities. Engaging these publishers will increase our platform utilization and SaaS income. It will increase the consumption and utilization of our content partners resulting in higher income. It will also allow for greater reach for our demand partners and advertising agencies leading to higher advertising revenues.

~~We will continue to make improvements~~Critical toAccounting our technology platform. We will be focusing our development efforts in two main categories. The first effort will be to increase performance for our publishing partners through improved efficiency, higher fill rates and reduced Cost Per Thousand (“CPM”) impressions. The second effort will be a collaborative solution with the agencies and advertisers that could include planning, content monetization and strategic partnership opportunities. Both of these efforts will have the overarching goal of increasing our customer satisfaction and thus increasing our customer retention.Policies

~~Ability~~The preparation of financial statements in conformity with U.S. GAAP requires management to ~~Increase~~make ~~Penetration~~estimates and assumptions that affect the reported amounts in ~~All~~our ~~Channels~~consolidated financial statements and ~~All~~related ~~Devices~~notes. Our significant accounting policies are described in Note 2 to our consolidated financial statements.

Our future performance is dependent on our continued ability to penetrate and grow our revenue in mobile and video channels but to also serve the needs of our customers that need help with display advertising. These revenues will come from both the publisher side through our RTB platform driving inventory monetization and through direct agency and advertiser contracts. Video and mobile represent the fastest growing channels currently, but we also see a significant opportunity in rich media and high impact display ads. Mobile device growth is eclipsing desktop growth. We are seeing an increase in requests for cross device targeting. We are working on a unique, non-Personal Identity Identifier (“PII”) solution based on our data store that will allow us to successfully identify users regardless of which device they are on. 11

~~Seasonality~~Results of Operations – Years ended December 31, 2015 and 2014

~~In the advertising industry, companies~~Revenue commonly experience seasonal fluctuations in revenue. For example, many advertisers allocate the largest portion of their budgets to the fourth quarter of the calendar year to coincide with increased holiday purchasing. Historically, the fourth quarter of the year reflects our highest level of advertising activity, and ~~the~~Cost ~~first~~or ~~quarter reflects the lowest level of such activity. We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.~~Revenue

	For the years ended
	2015			2014			Change
Revenues	$	4,654,489		$	5,075,226		$	(420,737	)
Cost of Revenues		3,891,930			3,940,350			(48,420	)
Total as a percentage of revenues		83.6	%		77.6	%		6.0	%

~~Recently~~For the ~~Issued~~three ~~Accounting~~months ~~Pronouncements~~ended September 30, 2015, we recognized revenue of $702,892 compared to $1,382,139 in the comparable period of 2014, a decrease of $679,247 or 49%. The decrease was primarily due to the phase out of Flash, resulting in shakeups across the ad-tech space. This occurrence began when Google announced it would automatically start pausing Flash content in its Chrome browser. This issue affected many of our advertising partners who have had to deal with a rapid transition from Flash to HTML5. We are utilizing our HTML5 player to solve this issue, however we are dependent on our partners’ ability to adopt an HTML5 solution. By the first half 2016 we expect the majority of our partners to have adopted our HTML5 solution and for this to no longer be of consequence.

~~In July 2013,~~ For the ~~FASB~~three ~~issued~~months ~~Accounting Standards~~ended ~~Update~~September ~~(ASU)~~30, ~~2013-11~~2015, ~~Presentation~~our cost of anrevenue ~~Unrecognized~~decreased ~~Tax~~to ~~Benefit When a Net Operating Loss Carryforward~~$622,375 acompared ~~Similar Tax~~to ~~Loss~~$1,092,552 orin athe ~~Tax Credit Carryforward Exists (Topic 740). ASU 2013-11 requires that unrecognized tax benefits be presented in~~comparable ~~the~~period ~~financial~~of ~~statements as a reduction to a deferred tax asset for a net operating loss carryforward~~2014, a ~~similar~~decrease ~~tax~~of ~~loss~~$470,177 or a ~~tax~~43%. ~~credit~~The ~~carryforward,~~decrease ~~except~~is into ~~certain~~be ~~circumstances.~~expected ~~When~~given ~~those circumstances exist,~~ the ~~unrecognized~~above ~~tax~~industry-wide ~~benefit~~issues ~~should~~reducing overall berevenue. ~~presented~~We inexpect ~~the~~to ~~financial~~see ~~statements~~an asincrease amargins ~~liability~~in ~~and~~future ~~should~~periods ~~not~~by beengaging ~~combined~~ with ~~deferred~~both ~~tax~~existing ~~assets.~~and ~~The~~new ~~Company~~publisher ~~adopted~~relationships ~~this~~in ~~guidance~~mobile ~~effective~~video ~~January~~arena 1,through ~~2014.~~our ~~The~~platform ~~adoption~~which ofyields ~~ASU~~higher ~~2013-11~~revenues ~~did~~at ~~not~~lower ~~have a significant impact on the Company’s consolidated financial statements~~costs.

~~In May 2014, the FASB and the International~~Operating Accounting Standards Board jointly issued ASU No. 2014-9, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP and International Financial Reporting Standards. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted under U.S. GAAP and retrospective application is permitted, but not required. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial position and results of operations.Expenses

InAs a ~~August~~result ~~2014,~~of the ~~FASB~~expansion ~~issued~~of ~~ASU~~our ~~No. 2014~~self-15serving, ~~Presentation~~automated ofplatform ~~Financial~~business ~~Statement-Going~~and ~~Concern~~cost ~~(Subtopic~~cutting ~~205-40):~~measures, ~~Disclosure~~our ofoperating ~~Uncertainties~~expenses ~~about an Entity's Ability~~decreased to ~~Continue as a Going Concern~~$2,118,524 ~~which~~for ~~provides~~the ~~guidance~~three ~~under~~months ~~U.S.~~ended ~~GAAP~~September ~~about~~30, ~~management’s~~2015, ~~responsibility~~compared to ~~evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so~~$3,894,144 ~~the amendments should reduce diversity~~ in the ~~timing~~comparable ~~and~~period ~~content~~ of ~~footnote~~2014, ~~disclosures.~~a ~~This ASU is effective for~~reduction ~~all~~of ~~entities and for annual periods ending after December 15~~$1, ~~2016~~775,620 ~~and~~or ~~interim periods within annual periods beginning after December 15, 2016~~46%. ~~Early~~This ~~adoption~~decrease is ~~permitted.~~in ~~The~~part ~~adoption~~related ofto ~~ASU No. 2014~~stock-15based iscompensation ~~not~~for ~~expected~~services toperiod ~~have~~over aperiod ~~significant~~and ~~impact~~other onchanges ~~the~~noted ~~Company’s consolidated financial statements and related disclosures~~below.

Critical Accounting Policies

	For the years ended
	2015			2014			Change
Legal and professional fees	$	1,341,127		$	1,506,016		$	(164,889	)
Total as a percentage of revenues		28.8	%		29.7	%		-0.9	%

~~The preparation of financial statements~~For inthe ~~conformity~~three ~~with~~months ~~U.S.~~ended ~~GAAP~~September ~~requires~~30, ~~management~~2015, tolegal ~~make estimates~~ and ~~assumptions~~professional ~~that~~fees ~~affect~~decreased ~~the~~to ~~reported~~$250,690 ~~amounts~~from in$290,704 ~~our consolidated financial statements and related notes. Our significant accounting policies are described~~ in ~~Note~~the 2comparable toperiod of ~~our~~2014, ~~consolidated~~a ~~financial statements~~reduction ~~included~~of ~~with~~$40,014 ~~this~~or ~~report~~14%. WeThe ~~have~~decrease ~~identified~~is ~~below~~due ~~our~~to ~~critical accounting policies and estimates that we believe require~~ the ~~greatest~~gradual ~~amount~~resolution of ~~judgment. These estimates and judgments have a significant impact~~ on-going ~~our~~litigation, ~~consolidated~~primarily ~~financial~~related ~~statements.~~to ~~Actual~~matters ~~results could differ materially~~ from ~~those~~previously ~~estimates~~completed acquisitions. ~~The~~In ~~accounting~~the ~~policies~~remainder ~~that~~2015 ~~reflect our more significant estimates~~ and ~~judgments~~2016, ~~and that~~ we ~~believe~~expect ~~are~~ the ~~most~~litigation ~~critical~~efforts to ~~fully~~continue but ~~understand~~decrease ~~and~~as ~~evaluate~~we ~~our~~address ~~reported~~them ~~financial results include the following:~~accordingly.

Revenue Recognition

	For the years ended
	2015			2014			Change
Research and development	$	174,443		$	1,381,873		$	(1,207,430	)
Total as a percentage of revenues		3.7	%		27.2	%		-23.5	%

~~The Company recognizes revenue when earned~~For ~~and~~the ~~related~~three ~~costs~~months ofended ~~sales~~September ~~and expenses when incurred. The Company recognizes revenue in accordance with FASB ASC Topic 605-10-S99~~30, ~~Revenue~~ ~~Recognition~~2015, ~~Overall,~~the ~~SEC~~research ~~Materials~~and ~~("Section~~development ~~605-10-S99").~~costs ~~Section 605-10-S99 requires~~ that ~~four~~we ~~basic~~incurred ~~criteria must~~decreased beto ~~met~~$0 ~~before~~from ~~revenue~~$439,263 ~~can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services~~in ~~rendered; (3)~~ the ~~fee~~comparable isperiod ~~fixed~~of ~~and~~2014. ~~determinable;~~This ~~and~~decrease ~~(4) collectability~~ is ~~reasonably~~primarily ~~assured.~~due ~~Cost~~to ofa ~~revenue~~reduction ~~consists~~in ofstaff ~~the cost~~compared ~~of the purchased goods and labor related~~ to the ~~corresponding~~prior ~~sales~~comparable ~~transaction~~period. Going ~~When~~forward awe ~~right~~expect ofto ~~return~~maintain ~~exists,~~a ~~the~~lean ~~Company defers~~staff ~~revenues until the right~~ of ~~return~~highly ~~expires.~~motivated ~~The~~sales ~~Company~~and ~~recognizes~~support ~~revenue~~resources ~~from~~to ~~services~~help atexpand ~~the~~our ~~time~~growth ~~the services are completed~~efforts.

Accounts Receivable and Allowance for Doubtful Accounts

	For the years ended
	2015			2014			Change
General and administrative expenses	$	3,927,620		$	4,044,468		$	(116,848	)
Total as a percentage of revenues		84.4	%		79.7	%		4.7	%

~~The Company’s~~For ~~accounts~~the ~~receivable~~three ~~primarily~~months ~~consist~~ended ofSeptember ~~trade~~30, ~~receivables.~~2015, ~~The~~general ~~Company~~and ~~records~~administrative anexpenses ~~allowance~~decreased ~~for~~to ~~doubtful accounts that is based on historical trends~~$605,795 ~~customer~~from ~~knowledge~~$1, ~~any known disputes~~153,669 ~~and~~in the ~~aging~~comparable period of ~~the~~2014, ~~accounts~~a ~~receivable~~reduction ~~balances combined with management’s estimate~~ of ~~future~~$547,874 ~~potential~~or ~~recoverability~~47%. ~~Receivables~~The ~~are~~reduction ~~written~~was ~~off~~primarily ~~against~~due ~~the~~to ~~allowance~~cost ~~after~~cutting ~~all~~initiatives ~~attempts to~~which ~~collect~~began ain ~~receivable~~May 2015 ~~have~~that ~~failed.~~came ~~The~~to ~~Company~~full ~~believes~~realization ~~its~~during ~~allowance~~the ~~for~~current ~~doubtful~~period. ~~accounts~~We ascontinue ofto ~~December~~anticipate ~~31,~~lower ~~2014~~general and ~~2013~~administrative expenses isin ~~adequate,~~future ~~but actual write-offs could exceed the recorded allowance~~periods.

1112

Equity Instruments Issued to Non-Employees for Acquiring Goods or Services

	For the years ended
	2015			2014			Change
Selling expenses	$	367,025		$	1,712,328		$	(1,345,303	)
Total as a percentage of revenues		7.9	%		33.7	%		-25.9	%

~~Issuances of the Company’s~~For ~~common stock or warrants for acquiring goods or services are measured at~~ the ~~fair~~three ~~value~~months ofended ~~the~~September ~~consideration~~30, ~~received~~2015, orour ~~the~~selling ~~fair value~~expenses ofdecreased ~~the~~to ~~equity~~$37,853 ~~instruments~~from ~~issued~~$500,437 ~~whichever~~in ~~is more reliably measurable. The measurement date for~~ the ~~fair~~comparable ~~value~~period of ~~the~~ ~~equity~~2014, ~~instruments issued to consultants or vendors is determined at the earlier of: (i) the date at which~~ a ~~commitment~~reduction ~~for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be~~ of a$462,584 ~~magnitude that is a sufficiently large disincentive for nonperformance)~~ or ~~(ii)~~92%. ~~the~~This ~~date~~decrease ~~at which performance~~ is ~~complete. When~~primarily itdue ~~is appropriate for the Company~~ to ~~recognize~~streamlining ~~the~~our ~~cost~~sales ofand amarketing ~~transaction~~personnel ~~during~~and ~~financial~~related resources. ~~reporting~~We ~~periods~~continue ~~prior~~ to ~~the measurement~~anticipate ~~date,~~lower ~~for~~selling ~~purposes~~expenses ofin ~~recognition~~future ~~of costs during those~~ periods~~, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates~~.

Goodwill and Other Intangible Assets

	For the years ended
	2015			2014			Change
Depreciation and amortization	$			$			$	-
Total as a percentage of revenues		0.0	%		0.0	%		0.0	%

~~Intangible assets are stated at cost. Expenditures~~For ofthe ~~costs~~three ~~incurred~~months toended ~~renew~~September or30, ~~extend~~2015, ~~the~~depreciation ~~term~~and ofamortization aincreased ~~recognized~~to ~~intangible~~$663,895 ~~asset~~from ~~and~~$509,376 ~~materially~~in ~~extend~~ the ~~useful~~comparable period ~~life~~of ~~are~~2014, ~~capitalized. When~~an ~~assets~~increase ~~are~~of ~~sold~~$154,519 or ~~otherwise~~30%. ~~written~~The ~~off~~increase was primarily due to ~~asset impairment,~~ the ~~cost~~overall ~~and~~increase ~~the~~in ~~related~~furniture ~~accumulated~~and ~~amortization are removed~~fixtures ~~from the accounts~~ and ~~any~~intangibles ~~realized~~assets ~~gain~~acquired orthat ~~loss~~are isbeing ~~recognized~~amortized atover ~~that~~their ~~time.~~estimated ~~Useful~~useful lives. ofWe ~~intangible~~expect ~~assets~~depreciation ~~are~~and ~~periodically~~amortization ~~evaluated~~to ~~for~~remain ~~reasonableness~~at ~~and~~these ~~the~~levels ~~assets~~in ~~are~~absolute ~~tested~~dollars ~~for impairment whenever events or changes~~ in ~~circumstances~~future ~~indicate that the carrying amount may no longer be recoverable~~periods.

Amortization is computed primarily on the straight-line method for financial statement purposes over the estimated useful lives of the related intangible assets. Estimated useful lives will vary based on the nature of the intangible asset.

	For the years ended
	2015			2014			Change
Stock compensation expense	$	2,704,989		$	1,206,852		$	1,498,137
Total as a percentage of revenues		58.1	%		23.8	%		34.3	%

InFor the ~~accordance~~three ~~with~~months ~~FASB~~ended ~~ASC~~September ~~Topic 350-~~30~~-65~~, ~~the~~ ~~Company~~2015, ~~assesses~~stock ~~the~~compensation ~~impairment~~expense ofdecreased ~~identifiable~~to ~~intangibles~~$560,291 ~~whenever~~from ~~events~~$1,000,695 ~~or changes~~ in ~~circumstances indicate that~~ the comparable ~~carrying~~period ~~value~~of ~~may~~2014, ~~not~~a bereduction ~~recoverable. Intangible assets were comprised~~ of ~~websites~~$440,404 ~~customer~~or ~~lists, developed technology and trade names~~44%. ~~Factors~~This ~~the~~decrease ~~Company~~was ~~considers~~a toresult beof ~~important~~management ~~which~~opting ~~could~~for ~~trigger~~debt anfinancing ~~impairment~~solutions ~~review~~rather than ~~include~~stock ~~the following:~~compensation.

1)Other income ~~Significant underperformance relative to expected historical or projected future operating results;~~(expense)

2) Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and

	For the years ended
	2015			2014			Change
Interest expense	$	680,230		$	42,171		$	638,059
Total as a percentage of revenues		14.6	%		0.8	%		13.8	%

3) Significant negative industry or economic trends.

	For the years ended
	2015			2014			Change
Other income	$	889,334		$	18,827		$	870,507
Total as a percentage of revenues		19.1	%		0.4	%		18.7	%

~~When~~ During the ~~Company~~three-month ~~determines~~period ~~that~~ended ~~the~~September ~~carrying value~~30, of2015, ~~intangibles~~we ~~may~~recorded ~~not~~an beinitial ~~recoverable~~derivative ~~based~~liability ~~upon the existence~~ of ~~one~~$711,959 orin ~~more~~relation ofto ~~the~~our ~~above~~Convertible Notes ~~indicators~~Payable consisting of ~~impairment~~debt ~~and the~~discount ~~carrying value~~ of ~~the~~$975,985, ~~asset~~and ~~cannot~~a becharge ~~recovered~~to ~~from~~earnings ~~projected~~of ~~undiscounted~~$264,026. ~~cash~~In ~~flows~~addition, during the ~~Company~~three ~~records an impairment~~months ~~charge.~~ended ~~The~~September ~~Company~~30, ~~measures~~2015, ~~any~~we ~~impairment~~amortized ~~based~~$40,666 onof adebt ~~projected~~discount ~~discounted~~to ~~cash~~interest ~~flow~~expense. ~~method~~During ~~using~~the athree ~~discount~~months ~~rate~~ended ~~determined~~September 30, by2015, ~~management~~we torecorded bea ~~commensurate~~gain ~~with~~on ~~the~~extinguishment ~~risk~~of ~~inherent~~debt inof ~~the~~$844,180 ~~current~~consisting ~~business~~of ~~model.~~write-offs ~~Significant~~of ~~management~~discontinued ~~judgment~~liabilities isand ~~required~~other inaccruals ~~determining~~that ~~whether~~were anduplicates, ~~indicator~~unsupportable, ofor ~~impairment~~have ~~exists~~run ~~and~~their instatutes ~~projecting~~of ~~cash~~limitation ~~flows~~per state laws.

~~Stock-Based Compensation~~Net Loss

~~Stock-based compensation is accounted~~For ~~for~~year ~~based~~ended onDecember ~~the~~31, ~~requirements~~2015, ofwe ~~FASB~~incurred ~~ASC~~a ~~Topic~~net ~~718~~loss ~~which~~of ~~requires~~$8,072,226, ~~recognition~~or in$.50 ~~the~~per ~~consolidated~~basic ~~financial statements of the cost of employee~~ and ~~director~~diluted ~~services~~share ~~received~~compared into ~~exchange~~a ~~for~~net ~~an award~~ loss of ~~equity~~$6,752,704, ~~instruments over the period the employee~~ or ~~director~~ is$0.89 ~~required~~per tobasic ~~perform~~and ~~the~~diluted ~~services~~share ~~in exchange~~ for ~~the~~year ~~award~~ended ~~(presumptively~~December 31, ~~the vesting period)~~2014. ~~FASB~~The ~~ASC~~increase ~~Topic 718 also requires measurement of the cost of employee and director services received~~ in ~~exchange for an award based on~~ the ~~grant-date fair~~net ~~value~~loss ofis ~~the award~~described above.

~~Pursuant to FASB ASC Topic 505-50, for~~Liquidity ~~share-based payments to consultants~~ and ~~other~~Capital third parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.Resources

~~Year~~As of ~~Ended~~ December 31, ~~2014~~2015, ~~compared~~we had total current assets of $1,940,889 consisting of $602 in cash, $988,595 in net accounts receivable, ~~with~~and ~~Year~~$951,692 ~~Ended~~in ~~December 31~~prepaid expenses. We had total current liabilities of $4,138,628 ~~2013~~consisting of accounts payable, accrued expenses, convertible notes, and derivative liabilities.

~~Revenue~~We have limited funds to pay our currently due debts and liabilities. Should one or more of our creditors seek or demand payment, we are not likely to have the resources to pay or satisfy any such claims. Thus, we face risk of defaulting on our obligations to our creditors with consequential legal and other costs which would adversely impact our ability to continue our existence as a corporate enterprise.

For the year ended December 31, 2014, revenue was $5,075,226 compared to $1,030,267 for the year ended December 31, 2013, an increase of $4,044,959 or 393%. This increase was due to the successful growth of the Company’s advertising business along with acquisitions we consummated in 2014 and 2013. We believe the Company’s revenue growth will continue to accelerate in 2015.13

12Our insolvent financial condition also may create a risk that we may be forced to file for protection under applicable bankruptcy laws or state insolvency statutes. We also may face the risk that a receiver may be appointed. We face that risk and other risks resulting from our current financial condition.

~~Operating~~For these ~~Expenses~~and other reasons, we anticipate that unless we can obtain sufficient capital from outside sources and do so in the very near future, we may be unable to continue to operate as a corporation, continue to meet our filing obligations under the Securities Exchange Act of 1934, or otherwise satisfy our obligations to our vendors, stock transfer agent, our accountants, our legal counsel, our EDGAR filing agent, and many others.

For these and other reasons, our management recognizes the ~~year~~adverse ~~ended~~difficulties ~~December~~and ~~31,~~continuing 2severe ~~014,~~challenges we face. Apart from ~~our~~the ~~operating~~funds ~~expenses~~that ~~increased~~we have received to ~~$19~~date,~~941,879~~ there can be no assurance that we will receive any additional financing or funding from any ~~$8,278,881~~source ~~for~~or ~~the~~if ~~year~~any ~~ended~~financing ~~December~~should 31be ~~2013~~obtained, anthat ~~increase~~existing ofshareholders ~~$11~~will not incur substantial,~~662~~ immediate,~~998~~ and permanent ordilution ~~141%~~of their existing investment.

~~For the year ended December 31, 2014,~~The ~~the~~following ~~overall~~is ~~increase~~a insummary ~~the~~of ~~operating expenses was substantially due to~~ the ~~increase~~Company’s incash ~~general~~flows ~~and~~provided ~~administrative expenses, legal and professional fees, research and development, selling expenses, and impairment of intangibles, offset~~ by a(used ~~decrease~~ in) ~~stock compensation~~operating, ~~expense. In 2014~~investing, ~~general~~ and ~~administrative~~financing ~~expenses increased to $4,044,468 from $2,197,784~~ activities for the ~~year~~years ended December 31, ~~2013,~~2015 ~~an increase of $1,846,684 or 84%, primarily due to the expansion in the number of employees~~ and consultants required to operate a growing business as the Company matured into a revenue-stage company from a development-stage one. We expect general and administrative expenses to increase in absolute dollars in future periods.2014:

Legal and professional fees in 2014 rose to $1,506,016 from $1,121,661 in 2013, an increase of $384,355 or 34%, due to a significant acquisition, numerous financing activities, expenses related to legacy obligations of the Company, and expenses related to public-company compliance. Impairment of intangibles increased in 2014 to $8,604,315 from $342,610 in the previous year, an increase of $8,261,705 or 2411% due to the write-off of certain intangibles associated with the Media Graph and the Adaptive Media transactions.

	Years ended December 31,
	2015			2014
Net cash used in operating activities	$	(11,132,638	)	$	(4,471,775	)
Net cash used by investing activities		5,295,413			(300,504	)
Net cash provided by financing activities		3,581,800			7,005,875
Change in cash	$	(2,255,425	)	$	2,233,596

~~Selling expenses in 2014 increase to $1,712,328~~Going ~~from~~Concern $0, an increase of $1,712,328 or 100%, due to a significant effort in securing additional revenue. We expect sales and marketing expenses to increase in absolute dollars in future periods, but at a slower growth rate.Uncertainties

~~Depreciation~~As of ~~and~~December ~~amortization~~31, ~~expenses increased~~2015, we do not have an adequate source of operating revenue to ~~$1,485,384~~cover ~~from~~our ~~$206~~operating costs,~~416,~~ and ~~increase~~have ofonly ~~$1,278,968~~limited working orcapital ~~620%,~~with ~~due~~which to ~~the~~pursue ~~acquisition~~our business plan. The amount of ~~several~~capital ~~fixed~~required ~~assets~~to ~~and intangibles~~sustain inoperations ~~connection~~until ~~with~~we ~~the~~achieve positive ~~Media~~cash ~~Graph~~flow ~~transaction,~~from ~~along~~operations ~~with~~is ~~the~~subject ~~acquisitions~~to ~~consummated~~future inevents ~~2013~~and uncertainties. WeIt ~~expect~~will ~~depreciation~~be necessary for us to secure additional working capital through sales of our common stock and/or ~~amortization~~debt tofinancing, ~~increase~~and inthere ~~absolute~~can ~~dollars~~be no assurance that such funding will be available in the future. ~~periods~~These conditions raise substantial doubt about our ability to continue as a going concern.

~~In addition, a portion of the general~~It ~~and~~may ~~administrative~~be ~~expenses~~necessary ~~and~~for ~~legal~~us ~~and~~to ~~professional~~secure ~~fees~~additional ~~incurred~~working incapital ~~2014~~through ~~and~~loans ~~2013~~or ~~were~~sales ~~paid in the form~~ of ~~our restricted~~ common stock, and ~~are~~there ~~reflected~~can inbe ~~the~~no ~~consolidated financial statements under stock compensation expense. In the event that~~assurance ~~individuals~~that orsuch ~~consultants~~funding ~~who~~will ~~provided~~be ~~services~~available ~~on behalf of the Company were compensated~~ in ~~stock, all of~~ the ~~common~~future. ~~shares issued~~These ~~were~~conditions ~~priced~~raise atsubstantial ~~fair~~doubt ~~value~~about ~~based on the closing price of~~ our ~~stock~~ability onto ~~the~~continue ~~date~~as ~~of issuance. All of the options issued were~~a ~~priced~~going ~~using the Black-Scholes option pricing model~~concern. ~~Stock~~Our ~~based~~independent ~~compensation~~registered ~~expense~~public ~~decreased~~accounting infirm ~~2014~~has toissued ~~$1,206,852 from $4,154,665 in 2013,~~ a ~~decrease~~“going ofconcern” ~~$2,947,813~~qualification oras ~~71%. The decrease in 2014 was a result~~ part of atheir ~~decrease~~report inon ~~the~~our ~~use~~consolidated offinancial ~~stock~~statements ~~and~~for ~~stock options as compensation from~~ the ~~prior~~ year, asended ~~well~~December as31, ~~the~~2015, ~~granting~~which ofis ~~stock~~contained ~~and~~elsewhere ~~options~~in this toAnnual aReport ~~reduced~~on ~~pool~~Form ~~of employees and consultants~~10-K.

~~Research and development expenses consist~~Capital of software engineering costs for employees and consultants that are developing specific Adaptive Medias products. For the year ended December 31, 2014, the research and development expenses increased to $1,381,873 from $255,745 for the year ended December 31, 2013, an increase of $1,126,128 or 440%. This increase is due primarily to a shift of the business model resulting from the acquisition of Media Graph, Inc. in July 2014. We expect research and development expenses to increase in absolute dollars in future periods.Expenditures

For ~~the year ended December 31, 2014,~~ the ~~Company had a loss on extinguishment of debt of $19,379 compared to a gain of $15,988 for the~~ year ended December 31, ~~2013~~2015, an ~~increase~~we inhave ~~losses~~not ofincurred ~~$35,367~~any ~~primarily~~material ~~due~~capital ~~to unfavorable settlements of certain debt obligations of the Company~~expenditures.

~~For the year ended December 31, 2014,~~Commitments ~~the~~and ~~interest~~Contractual expense decreased to $42,171 compared to $486,396 for the year ended December 31, 2013, a decrease of $444,225 or 91%. In 2013, we recorded amortization of debt discount related to the agreement with Gemini Master Fund.Obligations

~~Net~~As a ~~Loss~~“smaller reporting company”, the Company is not required to provide this information.

~~For the year ended December 31, 2014, we incurred a loss of $18,849,726 or $2.04 per share~~ Off- ~~basic and diluted, compared to a net loss of $8,462,981, or $2.52 per share~~Balance -Sheet ~~basic and diluted for the year ended December 31, 2013, an increase of $10,386,745 or 123%. See above for the detailed explanations of the each category of expenses.~~Arrangements

13We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be considered material to investors.

~~Liquidity and Capital Resources~~14

~~As of December 31, 2014, we had $2,255,784~~Item ~~cash available and $4,072,155 of total current assets consisting of prepaid expenses of $61,478 and accounts receivable of $1,754,893~~8. We ~~had~~Financial ~~total~~Statements ~~current liabilities of $ 4,649,595 consisting of accounts payable~~ and ~~accrued~~Supplementary ~~expenses.~~Data

~~We currently have limited funds to pay~~See ~~our~~pages ~~accounts~~beginning ~~payable~~with ~~and~~page ~~accrued expenses. Should one or more of our creditors seek or demand immediate payment in~~F-~~full, we are not likely to have the resources to pay or satisfy any such claims~~1. ~~Thus, we face the risk of defaulting on our obligations to our creditors with the consequential legal and other costs that would adversely impact our ability to continue our existence.~~

~~Our insolvent financial condition also~~Item ~~may create a risk that we may be forced to file for protection under applicable bankruptcy laws or state insolvency statutes~~9. We ~~also~~Changes ~~may~~in ~~face~~and ~~the~~Disagreements ~~risk~~with ~~that~~Accountants aon ~~receiver~~Accounting ~~may be appointed. We face that risk~~ and ~~other~~Financial ~~risks resulting from our current financial condition.~~Disclosure

During the year ended December 31, 2014, we raised $7,289,500 in equity financing, however, this does not alleviate our current financial position, nor does it enable us to sustain our current operationsNone. For these and other reasons, we anticipate that unless we can obtain sufficient capital from an outside source and do so in the very near future, we may be unable to continue to operate, continue to meet our filing obligations under the Securities Exchange Act of 1934, or otherwise satisfy our obligations to our employees, consultants, and others.

~~For these and other reasons, our management~~Item ~~recognizes the adverse difficulties and continuing severe challenges we face~~9A. WeControls have no committed sources of financing. Apart from the limited funds that we have received from selling our securities there can be no assurance that we will receive any financing or funding from any source or if any financing should be obtained, that existing shareholders will not incur substantial, immediate, and ~~permanent dilution of their existing investment.~~Procedures

~~The following is a summary of the Company's~~Internal ~~cash~~Control ~~flows~~over ~~provided~~Financial ~~by or used in operating, investing, and financing activities for the years ended December 31, 2014 and 2013:~~ Reporting

For the Year Ended
	December 31, 2014			December 31, 2013
Net cash used in operating activities	$	(4,471,775	)	$	(2,827,966	)
Net cash used in investing activities	$	(300,504	)	$	(2,491	)
Net cash provided by financing activities	$	7,005,875		$	2,789,359
Net (decrease) increase in cash	$	2,233,596		$	(41,098	)
Cash - beginning of year	$	22,188		$	63,286
Cash - end of year	$	2,255,784		$	22,188

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”) and includes those policies and procedures that:

~~Going~~● ~~Concern~~Pertain ~~Uncertainties~~to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and Directors; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.

~~The~~We believe ~~Company~~that ~~has~~our aprocesses ~~history of operating losses~~ and ~~has~~controls ~~incurred significant~~provide ~~net~~reasonable ~~losses~~assurance infor ~~each fiscal year since its inception. For~~ the ~~years~~consolidated ~~ended~~financial ~~December~~statement ~~31,~~preparation ~~2014~~ and ~~2013, we had net revenues~~ ofpresentation. $5However,~~075,226~~ ~~and~~because ~~$1,030,267 and incurred net losses~~ of ~~$18,849,726~~inherent ~~and~~limitations ~~$8,462,981, respectively. We will need to generate significant additional revenue and/or cost reductions to achieve profitability. While management believes that we may achieve profitability~~ in the ~~future,~~size ~~there can be no assurance that we will do so. Our ability to generate and sustain significant additional revenues or achieve profitability will depend upon numerous factors outside~~ of ~~our~~the ~~control~~Company’s organization, ~~including sales of~~ our ~~advertising~~internal ~~and~~control ~~software~~over ~~products~~financial ~~and~~reporting ~~reduction~~may ofnot ~~our~~prevent ~~debt~~or ~~obligations~~detect misstatements.

ItOur management ~~may~~assessed bethe ~~necessary~~effectiveness ~~for~~of usour tointernal ~~secure~~control ~~additional working~~over ~~capital~~financial ~~through~~reporting ~~loans~~as ~~or sales~~ of ~~common~~December ~~stock~~31, ~~and~~2015. ~~there~~In ~~can~~making bethis assessment, nomanagement ~~assurance~~used ~~that~~the ~~such~~criteria ~~funding~~set ~~will~~forth beby ~~available in~~ the ~~future.~~ ~~These~~Committee ~~conditions~~of ~~raise~~Sponsoring ~~substantial~~Organizations ~~doubt~~of ~~about~~the ~~our~~Treadway ~~ability~~Commission to(COSO) in ~~continue~~Internal asControl a– ~~going~~Integrated ~~concern~~Framework. ~~Our~~Based ~~independent~~on ~~registered public~~such ~~accounting~~assessment, ~~firm~~our ~~has~~President ~~issued~~(principal aexecutive ~~"going~~officer) and ~~concern"~~Chief ~~qualification~~Financial asOfficer ~~part~~(principal offinancial ~~their~~and ~~report~~accounting onofficer) ~~our~~determined ~~consolidated~~that, ~~financial statements~~as ~~for~~of ~~the year ended~~ December 31, ~~2014~~2015, ~~which~~our isinternal control ~~contained~~over ~~elsewhere~~financial inreporting ~~this~~is ~~Annual~~not ~~Report on Form 10-K~~effective.

14Evaluation of Disclosure Controls and Procedures.

~~Capital~~We maintain ~~Expenditures~~disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We carried ~~have~~out an evaluation under the supervision and with the participation of management, including our President and Principal Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2015, the end of the period covered by this Annual Report on Form 10-K for the year ended December 31, 2015. Based on that evaluation, our President and Principal Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not ~~incurred~~effective ~~any~~during the 2015 fiscal year at a reasonable assurance level, as a result of material ~~capital~~weaknesses primarily related to a lack of a sufficient number of personnel with appropriate training and experience ~~expenditures~~in GAAP and a proper segregation of duties based on our size and available resources. These material weaknesses are due to an insufficient numbers of properly trained and experienced personnel available to independently test the design of our key controls at the financial activity level as well as the insufficient operations of information technology general controls in identifying a deficiency, or combination of deficiencies, which may result in a reasonable possibility that a more than an inconsequential misstatement of the consolidated financial statements would not be prevented or detected on a timely basis. While Management has reviewed the consolidated financial statements and underlying information included in this Annual Report on Form 10-K in detail and believes the procedures performed are adequate to fairly present our financial position, results of operations and cash flows for the periods presented in all material respects, the deficiency in accounting personnel that existed in fiscal year 2015 could have led to an error in the original accounting of the estimated fair market value of certain security instruments.

~~Off-Balance Sheet Arrangements~~15

~~We have not entered into any off-balance~~Remediation ~~sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results~~ of ~~operations,~~Material ~~liquidity, capital expenditures or capital resources that would be considered material to investors~~Weaknesses.

~~Item~~A material 7Aweakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. ~~Quantitative~~5), ~~and~~or ~~Qualitative~~combination ~~Disclosures~~of ~~about~~control ~~Market~~deficiencies, ~~Risk~~that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. While management believes that the Company’s consolidated financial statements previously filed in the Company’s SEC reports have been properly recorded and disclosed in accordance with GAAP, we have designed and plan to implement, or in some cases have already implemented, the specific remediation initiatives described below:

~~Not~~● ~~Applicable~~We plan to retain additional accounting personnel and continue to enhance our internal finance and accounting organizational structure. ● We have hired a third party consultant who has the required background and experience in accounting principles generally accepted in the United States of America and with SEC rules and regulations. ● We are in the process of further enhancing the supervisory procedures to include additional levels of analysis and quality control reviews within the accounting and financial reporting functions. ● We are in the process of strengthening our internal policies and enhancing our processes for ensuring consistent treatment and recording of reserve estimates, performing impairment analyses, and that validation of our conclusions regarding significant accounting policies and their application to our business transactions are carried out by personnel with an appropriate level of accounting knowledge, experience and training.

~~Item~~While we 8.now ~~Financial~~believe ~~Statements~~that ~~and~~these ~~Supplementary~~material ~~Data~~weaknesses are currently being addressed, we will continue our remediation efforts during fiscal year 2016.

~~See~~Changes in ~~pages~~Internal ~~beginning~~Control ~~with~~over ~~page~~Financial ~~F-1.~~Reporting

~~Item~~No changes 9.in ~~Changes~~the inCompany’s ~~and~~internal ~~Disagreements~~control ~~with~~over ~~Accountants~~financial onreporting ~~Accounting~~have ~~and~~come ~~Financial~~to ~~Disclosure~~management’s attention during the Company’s last fiscal quarter that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

~~None~~Item 9B. Other Information

~~Item 9A. Controls and Procedures~~None

~~Internal Control over Financial Reporting~~16

~~Our management is responsible for establishing~~PART and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”) and includes those policies and procedures that:III

·Item 10. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; · Provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principlesDirectors, ~~and~~Executive ~~that~~Officers ~~our receipts~~ and ~~expenditures~~Corporate are being made only in accordance with authorizations of our management and Directors; and · Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the consolidated financial statements.Governance

~~We believe that our processes and controls~~Information ~~provide~~as ~~reasonable~~to ~~assurance for~~ the ~~consolidated~~directors ~~financial statement preparation~~ and ~~presentation.~~executive ~~However,~~officers ~~because~~ of ~~inherent limitations in~~ the ~~size of the~~ Company’s ~~organization,~~is ~~our~~as ~~internal control over financial reporting may not prevent or detect misstatements.~~follows:

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Based on such assessment, our President (principal executive officer) and Chief Financial Officer (principal financial and accounting officer) determined that, as of December 31, 2014, our internal control over financial reporting is not effective.

Name	Position	Age	Director Since
John B. Strong (1)	Chief Executive Offier, Chairman of the Board	53	10/1/2015
Omar Akram (2)	Chief Financial Officer, Director	34	12/31/2013
Sal Aziz (3)	Director	40	1/12/2016

~~Evaluation~~ Background of ~~Disclosure~~Directors ~~Controls~~ and ~~Procedures.~~ Executive Officers

~~We maintain disclosure controls and procedures~~ (~~as defined in Rules 13a-15(e~~1) ~~and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)~~ ~~that~~Add ~~are~~John ~~designed~~B. toStrong ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.Bio

15(2) Omar Akram, 44, Vice President of Product & Technology was appointed to the Company’s Board of Directors as of December 31, 2013 and on March 11, 2015 was appointed the position of President and Chief Financial Officer. Mr. Akram attended California State University, Long Beach and has fifteen years of experience in the technology industry. Mr. Akram has expertise in multiple life-cycle methodologies from conception to completion and a strong background in ad platforms, operations, targeting technology, product implementation, e-commerce, and overall site monetization strategy. Prior to joining the Company, Mr. Akram served as a Director of Product Development at Tactara from March 2012 until January 2013, where he primarily built out the Display RTB platform; Senior Product Development Manager at SpinMedia from December 2011 until April 2012, where he managed an Ad Production team consisting of developers and designers; and Senior Product/Project Development Manager at Epic Marketplace from April 2009 until November 2011, where he was responsible for successfully migrating the core Ad-Serving platform to a white labeled solution, deploying a data warehousing/ BI solution, and migrating the company’s Ad-Serving platform to a cloud vendor Because of his long experience in the technology industry during which time he assisted with the development of technology products for the market we serve, we determined that Mr. Akram should be appointed to the Board of Directors.

~~We carried out an evaluation under the~~(3) supervision and with the participation of management, including our President and Principal Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2014, the end of the period covered by this Annual Report on Form 10-K for the year ended December 31, 2014. Based on that evaluation, our President and Principal Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective during the 2014 fiscal year at a reasonable assurance level, as a result of material weaknesses primarily related to a lack of a sufficient number of personnel with appropriate training and experience in GAAP and a proper segregation of duties based on our size and available resources. These material weaknesses are due to an insufficient numbers of properly trained and experienced personnel available to independently test the design of our key controls at the financial activity level as well as the insufficient operations of information technology general controls in identifying a deficiency, or combination of deficiencies, which may result in a reasonable possibility that a more than an inconsequential misstatement of the consolidated financial statements would not be prevented or detected on a timely basis. While Management has reviewed the consolidated financial statements and underlying information included in this Annual Report on Form 10-K in detail and believes the procedures performed are adequate to fairly present our financial position, results of operations and cash flows for the periods presented in all material respects, the deficiency in accounting personnel that existed in fiscal year 2014 could have led to an error in the original accounting of the estimated fair market value of certain security instruments.Others?

~~Remediation of Material Weaknesses.~~Family Relationships

~~A material weakness is a control deficiency~~There ~~(within~~are ~~the~~no ~~meaning~~family ofrelationships ~~the~~between ~~Public~~any ~~Company~~director ~~Accounting Oversight Board (“PCAOB”) Auditing Standard No. 5),~~ or ~~combination of~~executive ~~control deficiencies, that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected~~officer. While management believes that the Company’s consolidated financial statements previously filed in the Company’s SEC reports have been properly recorded and disclosed in accordance with GAAP, we have designed and plan to implement, or in some cases have already implemented, the specific remediation initiatives described below:

· We plan to retain additional accounting personnel and continue to enhance our internal finance and accounting organizational structure. · We have hired a third party consultant who has the required background and experience Involvement in ~~accounting~~Certain ~~principles~~Legal generally accepted in the United States of America and with SEC rules and regulations. · We are in the process of further enhancing the supervisory procedures to include additional levels of analysis and quality control reviews within the accounting and financial reporting functions. · We are in the process of strengthening our internal policies and enhancing our processes for ensuring consistent treatment and recording of reserve estimates, performing impairment analyses, and that validation of our conclusions regarding significant accounting policies and their application to our business transactions are carried out by personnel with an appropriate level of accounting knowledge, experience and training.Proceedings

~~While we now believe that these material weaknesses are currently being addressed, we will continue our remediation efforts during fiscal year 2015~~None.

~~Changes~~Compliance with inSection ~~Internal~~16(a) ~~Control~~of ~~over~~The ~~Financial Reporting~~Securities Exchange Act of 1934

NoExcept as ~~changes~~set inforth ~~the~~below, ~~Company's~~we ~~internal~~believe ~~control over~~that, ~~financial~~during ~~reporting~~fiscal ~~have~~2015, ~~come~~our toDirectors, ~~management's~~executive ~~attention~~officers ~~during~~and ~~the~~10% ~~Company's~~stockholders ~~last~~complied ~~fiscal~~with all ~~quarter~~Section ~~that~~16(a) filing requirements. In making this statement, we have ~~materially~~relied ~~affected~~upon examination of the copies of Forms 3, 4 and or5, ~~are~~and ~~likely~~amendments thereto, provided to ~~materially~~Adaptive ~~affect~~Medias, Inc. and the ~~Company's~~written ~~internal~~representations ~~control~~of ~~over~~its ~~financial~~directors ~~reporting~~and executive officers.

~~Item~~James Batmasian, 9Ba beneficial owner of greater than 10% of our issued and outstanding shares of common stock, failed to timely file one Form 3 and one Schedule 13D reporting his acquisition of 1,777,778 shares of common stock. ~~Other~~Mr. ~~Information~~Batmasian filed such Form 3 and Schedule 13D on October 23, 2014.

~~None~~Audit Committee and Audit Committee Financial Expert

16The Company is not a “listed company” under SEC rules and is therefore not required to have an audit committee comprised of independent directors. The Company has an audit committee that performs these main functions: (1) selection and oversight of the Company’s independent accountant; (2) establishment of procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engagement of outside advisors. The Company’s Board of Directors has determined that at least one member of the Audit Committee, Mr. Mark Lambert is an “audit committee financial expert “ within the meaning of the rules and regulations of the SEC. The Board of Directors believes that Mr. Mark Lambert has sufficient knowledge and experience necessary to fulfill the duties and obligations of the audit committee and is independent.

~~PART III~~17

~~Item 10. Directors, Executive Officers and Corporate Governance~~Stockholder Nominations

~~Information~~We do asnot tonow ~~the~~have, ~~directors~~nor ~~and~~have ~~executive~~we ~~officers~~had ofin the ~~Company~~ ispast, asprocedures ~~follows:~~by which stockholders may recommend nominees to our Board of Directors.

Name	Position	Director Since
Jim Waltz (1)	Acting Chief Operating Officer
Omar Akram (2)	SVP, Product & Technology, President, Chief Financial Officer and Director	December 31, 2013
Bryan Nguyen (3)	Chief Technology Officer	July 1, 2014
Bruce Wiseman (4)	Director	May 7, 2014
Mark Lambert (5)	Director and Chairman of the Audit Committee	September 1, 2014

Code of Ethics

~~Background~~A code of ~~Directors~~ethics relates to written standards that are reasonably designed to deter wrongdoing and ~~Executive Officers~~to promote:

~~(1) Jim~~● ~~Waltz,~~Honest ~~45,~~and ~~was~~ethical ~~appointed~~conduct, ~~Acting~~including ~~Chief~~the ~~Operating~~ethical ~~Officer~~handling inof ~~January~~actual ~~2015.~~or ~~Since~~apparent ~~August~~conflicts ~~2010, Mr.~~of ~~Waltz~~interest ~~has~~between ~~served~~personal asand ~~the~~professional ~~Chief~~relationships; ~~Executive~~● ~~Officer~~Full, offair, ~~Beanstock Media~~accurate, atimely ~~leading~~and ~~advertising-technology~~understandable ~~company,~~disclosure ~~where~~in hereports ~~heads business strategy~~ and ~~execution~~documents ~~using~~that ~~his~~are ~~hands-on~~filed ~~knowledge~~with, ofor ~~the~~submitted ~~inner~~to, ~~workings of~~ the ~~technology~~SEC and ~~his~~in ~~strategic~~other ~~vision of~~public ~~the~~communications admade ~~serving~~by ~~and~~an adissuer; ~~network~~● ~~worlds~~Compliance towith ~~connect~~applicable ~~consumers~~governmental ~~with rich~~laws, ~~engaging~~rules and ~~relevant~~regulations; ~~interactive~~● adThe ~~content.~~prompt ~~Prior~~internal ~~to joining~~reporting ~~Beanstock~~of ~~Media,~~violations ~~Mr.~~of ~~Waltz~~the ~~held~~code ~~senior~~to ~~positions,~~an ~~including~~appropriate ~~President,~~person ~~Chief~~or ~~Executive~~persons ~~Officer~~identified ~~and~~in ~~Vice~~the ~~President~~code; ofand ~~Sales, at~~● ~~Traffic~~Accountability ~~MarketPlace,~~for ~~AdModus~~adherence ~~and~~to ~~DoubleClick,~~the ~~respectively~~code.

~~(2) Omar Akram, 44, Vice President of~~The ~~Product & Technology was appointed to the~~ Company’s ~~Board of Directors as of December 31, 2013 and on March 11, 2015 was appointed the position of President and Chief Financial Officer. Mr. Akram attended California State University, Long Beach and~~ has ~~fifteen~~not ~~years~~adopted ~~of experience in the technology industry. Mr. Akram has expertise in multiple life-cycle methodologies from conception to completion and~~ a ~~strong~~corporate ~~background~~code ~~in ad platforms, operations, targeting technology, product implementation, e-commerce, and overall site monetization strategy. Prior to joining the Company, Mr. Akram served as a Director~~ of ethics ~~Product~~that ~~Development~~applies at Tactara from March 2012 until January 2013, where he primarily built out the Display RTB platform; Senior Product Development Manager at SpinMedia from December 2011 until April 2012, where he managed an Ad Production team consisting of developers and designers; and Senior Product/Project Development Manager at Epic Marketplace from April 2009 until November 2011, where he was responsible for successfully migrating the core Ad-Serving platform to aits ~~white~~executive ~~labeled solution~~officers, ~~deploying~~however ait ~~data~~intends ~~warehousing/~~to BIdo ~~solution,~~so ~~and migrating the company’s Ad-Serving platform to a cloud vendor Because of his long experience~~ in ~~the technology industry during which time he assisted with the development of technology products for the market we serve, we determined that Mr~~2015. ~~Akram should be appointed to the Board of Directors.~~

~~(3) Bryan Nguyen, 39, Chief Technology~~Conflicts ~~Officer, has nearly two decades~~ of experience in computer science and has worked in many high-tech industries, including e-commerce, online banking, IT, online advertising and big data. Prior to joining the Company in February 2014, Mr. Nguyen served as Ad Server Architect at MyBuys from July 2011 until February 2014, Director of Technology at Traffic Marketplace from July 2009 until July 2011, and Senior Software Engineer/Java Architect at Connexus March 2007 until June 2009. Nguyen graduated from UC Berkeley with a degree in Computer Science.Interest

~~(4)Bruce Wiseman, 50, Director, has over~~Certain 25conflicts ~~years~~ of ~~experience~~interest inmay ~~operational~~exist ~~and~~between ~~financial~~the ~~roles~~Company atand ~~companies~~its ~~including: Disney~~management, ~~Yahoo~~and ~~Search~~conflicts ~~Marketing,~~may ~~Veoh,~~develop ~~Fox~~in ~~Audience Network,~~the ~~Rubicon, Adconion Media Group and Price Waterhouse~~future. ~~Since~~The ~~August~~Company ~~2013, he~~ has not ~~run~~established ~~his~~policies ~~own~~or ~~consulting~~procedures ~~business,~~for ~~Wiseman &~~the ~~Associates,~~resolution ~~helping~~of ~~businesses~~current ~~that~~or ~~are~~potential ~~going~~conflicts ~~through~~of ~~significant~~interest ~~growth~~between ~~and~~the ~~change~~Company, ~~make good operational and financial~~its ~~decisions~~officers and ~~build~~directors ~~frameworks~~or ~~for~~affiliated ~~aligning strategic, operational and financial goals~~entities. ~~Mr.~~There ~~Wiseman~~can ~~served~~be asno ~~Chief~~assurance ~~Operating Officer~~that ~~(Global)~~management atwill ~~Adconion~~resolve ~~Media~~all ~~Group~~conflicts ~~from~~of ~~February~~interest in ~~2012~~favor ~~until~~of ~~August~~the ~~2013~~Company, ~~Chief~~and ~~Operating~~conflicts ~~Officer~~of ~~(North~~interest ~~America)~~may atarise ~~Adconion Media~~that ~~Group~~can ~~from~~be ~~March~~resolved ~~2011~~only ~~until~~through ~~February~~the ~~2012,~~exercise ~~Executive~~by ~~Vice~~management ~~President, Chief Financial Officer and Chief Operating Officer~~their atbest ~~Fox~~judgment ~~Audience~~as ~~Network~~may ~~from~~be ~~October~~consistent ~~2009~~with ~~until~~their ~~March~~fiduciary ~~2011~~duties. ~~Because~~Management ofwill ~~his~~try ~~extensive~~to ~~experience~~resolve inconflicts ~~strategic, operational and financial leadership, we determined that Mr. Wiseman should be appointed~~ to the ~~Board~~best advantage of ~~Directors~~all concerned.

(5) Mark Lambert, 50, Director and Chairman of the Audit Committee is currently Chief Financial Officer of ClearSlide, which is a cloud-based SaaS platform for streamlining and improving the communications and document sharing process used by sales teams and businesses. Mr. Lambert has over 20 years of financial experience at companies including GAP, 3Com, Yahoo, Tell-me, Connexus and Blurb. Prior to joining ClearSlide in June 2012, Mr. Lambert served as Chief Financial Officer at Blurb from March 2010 until June 2012, and Chief Financial Officer at Connexus Corporation from 2007 until 2012. Because of his valuable experience software publishing and his financial expertise, we determined that Mr. Lambert should be appointed to the Board of Directors.18

17Item 11. Executive Compensation

~~Family~~The following ~~Relationships~~table sets forth summary information concerning compensation paid or accrued for services rendered to the Company in all capacities for the fiscal years 2015 and 2014 to (i) the Company’s Chief Executive Officer, and (ii) the Company’s other executives who were serving as executive officers at the end of fiscal year 2015.

There are no family relationships between any director or executive officer.

Name and Principal						Stock		Option		All Other
Position	Year	Salary		Bonus		Awards (3)		Awards (3)		Compensation		Total
John B. Strong (1) Chief Executive Officer	2015	$	72,000	$	-	$	-	$	-	$	-	$	72,000
Omar Akram (2)	2015	$	150,000	$	-	$	-	$	-	$	-		150,000
Chief Financial Officer, VP	2014	$	122,917	$	5,000	$	-	$	17,620	$	-		145,537

~~Involvement~~1) Mr. Shareef became Chief Executive Officer in ~~Certain~~July ~~Legal~~2013. ~~Proceedings~~His employment agreement called for a base salary of $10,000 per month for the period of January 1 through August 31, 2014. Starting on September 1, 2014 his base salary was increased to $18,333 per month. On January 21, 2014, the Company’s Board of Directors, voting without Mr. Shareef, determined to amend (the “Amendment”) Mr. Shareef’s Executive Employment Agreement dated July 1, 2013 (the “Employment Agreement”) in order to award him a bonus of $16,667 per month, payable on the first day of each month, from February through July 2014. On July 11, 2014, the Company’s Board of Directors, determined Mr. Shareef eligible for an ongoing annual bonus of $30,000 based on achieving the second half of the year revenue goal, as set forth by the Board. In connection with this disposition, Mr. Shareef was awarded $16,325. Effective as of January 26, 2015, Qayed Shareef was terminated by the Board of Directors from his positions as Chief Executive Officer and Director of Adaptive Medias, Inc

~~None~~(2) Mr. Akram’s compensation is $12,500 per month. His employment agreement called for a base salary of $8,333 per month for the period of January 1 through July 15, 2014. Starting on July 16, 2014 his base salary was increased to $12,500 per month.

~~Compliance~~On July ~~with~~26, ~~Section~~2013, he was granted the option to purchase 16~~(a)~~,667 ofshares ~~The Securities~~with ~~Exchange~~an ~~Act~~exercise price of ~~1934~~$2.70 per share.

~~Except~~(3) These asamounts ~~set~~reflect ~~forth~~the ~~below,~~value wedetermined ~~believe that,~~by ~~during~~the ~~fiscal~~Company ~~2014,~~for ~~our~~accounting ~~Directors,~~purposes ~~executive~~for ~~officers~~these awards with respect to the current fiscal year and ~~10%~~do ~~stockholders~~not ~~complied~~reflect ~~with~~whether ~~all~~the ~~Section~~recipient ~~16(~~has actually realized a) ~~filing~~financial ~~requirements. In~~benefit ~~making~~from ~~this~~the ~~statement,~~awards we(such ~~have~~as ~~relied~~by ~~upon~~exercising stock ~~examination~~options). ofThis column represents the ~~copies~~aggregate grant date fair value of ~~Forms~~stock 3,options 4and warrants granted during fiscal year 2015 and 52014 to each of the named executive officers, ~~and~~in ~~amendments~~accordance ~~thereto~~with FASB ASC Topic 718, ~~provided~~Compensation. Pursuant to ~~Adaptive~~SEC ~~Medias~~rules, ~~Inc~~the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. ~~and~~The assumptions made when calculating the ~~written~~amounts ~~representations~~in this table are found in Note 7 of ~~its~~the ~~directors~~Notes ~~and~~to ~~executive~~the ~~officers~~Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

~~James~~The Company ~~Batmasian,~~may achange ~~beneficial~~or ~~owner~~increase ~~of greater~~salaries ~~than~~as ~~10%~~the ofCompany’s ~~our~~profits ~~issued~~ and ~~outstanding~~cash ~~shares~~flow allow. The amount of ~~common~~any ~~stock,~~increase ~~failed~~in tosalaries and ~~timely~~compensation ~~file~~for ~~one~~existing ~~Form~~officers 3has ~~and~~not ~~one~~been ~~Schedule~~determined ~~13D~~at ~~reporting his~~this ~~acquisition~~time ofand ~~1,777,778~~the ~~shares~~number ofand ~~common~~dollar ~~stock.~~amount ~~Mr.~~to ~~Batmasian~~be ~~filed~~paid ~~such~~to ~~Form~~additional management 3staff ~~and~~that ~~Schedule~~will ~~13D~~likely onbe ~~October~~employed ~~23,~~have ~~2014~~not been determined.

~~Audit~~Outstanding Equity ~~Committee~~Awards ~~and~~at ~~Audit~~Fiscal ~~Committee Financial~~Year ~~Expert~~End

The ~~Company is not a "listed company"~~ ~~under~~following ~~SEC~~table ~~rules~~shows ~~and~~all isoutstanding ~~therefore~~equity ~~not~~awards ~~required~~held toby ~~have~~our annamed ~~audit~~executive ~~committee~~officers comprised of independent directors. The Company has an audit committee that performs these main functions: (1) selection and oversight of the Company's independent accountant; (2) establishment of procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engagement of outside advisors. The Company's Board of Directors has determined that at ~~least~~December ~~one member of the Audit Committee~~31, Mr2015. Mark Lambert is an "audit committee financial expert" within the meaning of the rules and regulations of the SEC. The Board of Directors believes that Mr. Mark Lambert has sufficient knowledge and experience necessary to fulfill the duties and obligations of the audit committee and is independent.

~~Stockholder~~Name ~~Nominations~~Number of securites underlying unexcercixed option (#) excercisable Number of securities underlying unexcercised options (#) unexcercisable Option exercise price Option expiration date John B. Strong - - $ - - Omar Akram - - $ - -

We do not now have, nor have we had in the past, procedures by which stockholders may recommend nominees to our Board of Directors.

	(1)	An option was granted to Mr. Strong on July 26, 2013 for 16,667 shares at an exercise price of $2.70 per share. Twenty-five percent of the options vest on the 1-year anniversary, and the remaining 75% vest monthly over 36 months, assuming continued employment with Adaptive Medias. Upon a change of control of the Company, 100% of the unvested options become immediately exercisable.

	(2)	An option was granted to Mr. Akram on July 26, 2013 for 16,667 shares at an exercise price of $2.70 per share. Twenty-five percent of the options vest on the 1-year anniversary, and the remaining 75% vest monthly over 36 months, assuming continued employment with Adaptive Medias. Upon a change of control of the Company, 100% of the unvested options become immediately exercisable.

	(3)	An option was granted to Mr. Akram on July 26, 2013 for 16,667 shares at an exercise price of $2.70 per share. Twenty-five percent of the options vest on the 1-year anniversary, and the remaining 75% vest monthly over 36 months, assuming continued employment with Adaptive Medias. Upon a change of control of the Company, 100% of the unvested options become immediately exercisable.

~~Code of Ethics~~19

~~A code of ethics relates to written standards~~Director ~~that are reasonably designed to deter wrongdoing and to promote:~~Compensation

·The following ~~Honest~~table ~~and~~sets ~~ethical~~forth ~~conduct,~~summary ~~including~~information ~~the~~concerning ~~ethical~~compensation ~~handling~~paid ofor ~~actual~~accrued orfor ~~apparent~~services ~~conflicts~~rendered ofto ~~interest~~the ~~between~~Company ~~personal~~in all ~~and~~capacities ~~professional~~for ~~relationships;~~2014 fiscal year by the Company’s directors.

· Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the SEC and in other public communications made by an issuer;

Position	Year	Fees Earned or Paid in Cash		Stock Awards (3)		Option Awards (3)		All Other Compensation		Total
John B. Strong (1) Chief Executive Officer Chairman of the Board	2015	$	-	$	-	$	-	$	-	$	-
Omar Okarm (2) Chief Financial Officer Director	2015	$	-	$	-	$	-	$	-	$	-
Bruce Wiseman Director	2015	$	-	$	-	$	-	$	-	$	-
Mark Lambert Director	2015	$	-	$	-	$	-	$	-	$	-
Norman Brodeur Director	2015	$	143,250	$	-	$	-	$	-	$	143,250
Jim Waltz Director	2015	$	-	$	-	$	-	$	-	$	-

·(1) Effective ~~Compliance~~May ~~with~~7, ~~applicable~~2014, ~~governmental~~Bruce ~~laws~~Wiseman was appointed by the Company’s Board of Directors as a member thereof. The monthly salary for the services rendered is $7,500. ~~rules~~On July 1, 2014 he was granted 33,334 shares of restricted stock. On September 1, 2014 he was granted an option to purchase 16,667 shares of common stock with an exercise price of $2.14 per share. The stock and the ~~regulations;~~option vest in equal monthly increments over a period of one year, assuming continued engagement as a Director with Adaptive Medias. Upon a change of control of the Company, 100% of the unvested options become immediately exercisable.

·(2) Effective ~~The~~September ~~prompt~~1, ~~internal~~2014, ~~reporting~~Mark Lambert was appointed by the Company’s Board of ~~violations~~Directors as a member thereof and as Chairman of the ~~code~~Audit Committee. The quarterly salary for the services rendered is $2,500. September 1, 2014 he was granted 33,334 shares of restricted stock .On September 1, 2014 he was granted the Option to purchase 16,667 shares of common stock with an ~~appropriate~~exercise price ~~person~~of or$2.14 ~~persons~~per ~~identified~~share. The stocks and option vest in equal monthly increments over a period of one year, assuming continued engagement as a Director with Adaptive Medias. Upon a change of control of the ~~code;~~Company, 100% of the unvested stock and options become immediately exercisable.

·(3) These ~~Accountability~~amounts reflect the value determined by the Company for ~~adherence~~accounting purposes for these awards with respect to the ~~code~~current fiscal year and do not reflect whether the recipient has actually realized a financial benefit from the awards (such as by exercising stock options). This column represents the aggregate grant date fair value of stock options and warrants granted during the 2014 fiscal year to each of the directors, in accordance with FASB ASC Topic 718, Compensation. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The assumptions made when calculating the amounts in this table are found in Note 7 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

~~The Company has not adopted a corporate code of ethics that applies to its executive officers, however it intends to do so in 2015.~~20

~~Conflicts~~Item 12. Security Ownership of ~~Interest~~Certain Beneficial Owners and Management and Related Stockholder Matters

~~Certain conflicts of interest may exist~~The ~~between~~following ~~the~~table ~~Company~~sets ~~and~~forth ~~its~~information ~~management,~~relating ~~and~~to ~~conflicts~~the ~~may~~beneficial ~~develop~~ownership inof the ~~future. The~~ Company’s ~~has~~common ~~not~~stock ~~established~~by ~~policies~~those ~~or procedures~~persons ~~for~~beneficially ~~the~~holding ~~resolution~~more ofthan ~~current~~5% orof ~~potential~~the ~~conflicts~~Company’s ofcommon ~~interest~~stock, ~~between~~by the Company,’s ~~its~~directors ~~officers~~ and ~~directors~~named orexecutive ~~affiliated~~officers, ~~entities.~~and ~~There~~by ~~can be no assurance that management will resolve~~ all ~~conflicts~~ of ~~interest in favor of~~ the Company,’s Directors and ~~conflicts of~~executive ~~interest~~officers ~~may~~as ~~arise~~a ~~that~~group ~~can be resolved only through the exercise by management their best judgment~~ as ~~may~~of beMarch ~~consistent~~26, ~~with their fiduciary duties~~2016. ~~Management will try to resolve conflicts to the best advantage of all concerned.~~

18Beneficial ownership and percentage ownership are determined in accordance with the rules of the SEC. Under these rules, beneficial ownership generally includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares that an individual or entity has the right to acquire beneficial ownership of on or before May 26, 2016, which is 60 days from March 26, 2016, through the exercise of any option, warrant, conversion privilege or similar right. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock that could be issued upon the exercise of outstanding options and warrants that are exercisable on or before May 26, 2016 are considered to be outstanding. These shares, however, are not considered outstanding as of March 26, 2016 when computing the percentage ownership of each other person.

~~Item~~To our 11knowledge, except as indicated in the footnotes to the following table and subject to state community property laws where applicable, all beneficial owners named in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them. ~~Executive~~Percentage ~~Compensation~~of ownership is based on our shares of common stock outstanding as of March 26, 2016.

The following table sets forth summary information concerning compensation paid or accrued for services rendered to the Company in all capacities for the fiscal years 2014 and 2013 to (i) the Company’s Chief Executive Officer, and (ii) the Company’s other executives who were serving as executive officers at the end of fiscal year 2014.

Name and Address of Benefical Owner	Amount and Nature of Benefical Ownership	Percent of Class
Holders of Greater Than 5%:
Jim Batmasian Investments Limited
Onescreen Partners Inc.
Onescreen Partners B Inc.
Onescreen Inc.

Directors and Named Executive Officers:
Omar Akram, CFO, Director
Bruce Wiseman
Mark Lambert
Bryan H. Nguyen
John. B. Strong

						Stock		Option		All Other
Name and Principal		Salary		Bonus		Awards		Awards		Compensation		Total
Position	Year	($)		($)		($)(5)		($)(5)		($)		($)
Qayed Shareef (1)	2014	$	153,333	$	116,326	$	-	$	-	$	-	$	269,659
Chief Executive Officer	2013	$	47,030	$	-	$	-	$	-	$	-	$	47,030
Omar Akram (2)	2014	$	122,917	$	5,000	$	-	$	17,620	$	-	$	145,537
VP, Product & Technology	2013	$	47,750	$	-	$	-	$	9,735	$	-	$	57,485
Abdul Parmach (3)	2014	$	80,000	$	-	$		$	13,788	$	-	$	93,788
Principal Accounting Officer	2013	$	34,375	$	-	$	-	$	7,704	$	-	$	42,079
Bryan Nguyen (4)	2014	$	166,625	$	-	$	30,000	$	18,315	$	-	$	214,940
Chief Technology Officer	2013	$	-	$	-	$	-	$	1,431	$	-	$	1,431

Omar Akram, President, CFO, Vice President Product & Technology and Director (1): Mr. Akram’s beneficial ownership includes options to purchase 16,667 shares at an exercise price of $2.70 per share.

~~(1) Mr. Shareef became Chief Executive~~Bruce ~~Officer in July 2013. His employment agreement called for a base salary of $10~~Wiseman,~~000~~ ~~per~~director month for the period of January 1 through August 31, 2014. Starting on September 1, 2014 his base salary was increased to $18,333 per month. On January 21, 2014, the Company’s Board of Directors, voting without Mr. Shareef, determined to amend (~~the “Amendment”~~2): Mr. ~~Shareef~~Wiseman’s ~~Executive Employment~~beneficial ~~Agreement~~ownership ~~dated~~includes ~~July~~options ~~1, 2013 (the “Employment Agreement”) in order~~ to ~~award~~purchase ~~him a bonus of $~~16,667 ~~per month,~~shares ~~payable~~at onan ~~the~~exercise ~~first day~~ price of ~~each month, from February through July 2014~~$2.14 Onper ~~July~~share ~~11,~~and ~~2014,~~restricted ~~the~~stock ~~Company’s~~grants ~~Board of Directors, determined Mr. Shareef eligible~~ for ~~an ongoing annual bonus of $30~~25,000 ~~based on achieving the second half of the year revenue goal, as set forth by the Board~~shares. In connection with this disposition, Mr. Shareef was awarded $16,325. Effective as of January 26, 2015, Qayed Shareef was terminated by the Board of Directors from his positions as Chief Executive Officer and Director of Adaptive Medias, Inc

Mark Lambert, Director (23): Mr. ~~Akram~~Lambert’s ~~compensation~~beneficial ~~is $12,500~~ownership ~~per~~includes ~~month.~~options ~~His~~to ~~employment~~purchase ~~agreement~~16,667 ~~called~~shares ~~for~~at aan ~~base~~exercise ~~salary~~ price of $~~8,333~~2.14 per ~~month~~share ~~for~~and ~~the~~restricted ~~period~~stock ofgrants ~~January~~for ~~1 through July 15~~25,000 ~~2014~~shares. ~~Starting on July 16, 2014 his base salary was increased to $12,500 per month.~~

OnBryan H. ~~July 26~~Nguyen, ~~2013~~Chief Technology Officer (4): Mr. Nguyen’s beneficial ownership includes options to purchase 3,334 heshares ~~was~~at an ~~granted~~exercise ~~the~~price of $2.70 per share and option to purchase 1633,~~667~~334 shares ~~with~~at an exercise price of $2.7055 per share.

~~(3) Mr. Parmach’s compensation is~~Equity ~~$7,083~~Compensation ~~per~~Plan month. He was appointed as the Company’s Principal Accounting Officer on August 16, 2013. His employment agreement called for a base salary of $6,250 per month for the period of January 1 through June 30, 2014. Starting on July 1, 2014 his base salary was increased to $7,083 per month. On July 26, 2013, Mr. Parmach was granted the option to purchase 15,000 shares with an exercise price of $2.70 per share. On July 1, 2014, Mr. Parmach was granted the option to purchase 1,667 shares with an exercise price of $2.55 per share. Effective as of March 9, 2015, Abdul Parmach resigned as Principal Accounting Officer of the CompanyInformation

~~(4)~~A ~~Bryan~~description ~~Nguyen became Chief Technology Officer in July 2014. His employment agreement called for a base salary~~ of ~~$15,500 per month. On September 9, 2013 he was granted~~ the ~~option~~Company’s toAmended ~~purchase~~and ~~3,333~~Restated ~~shares~~2010 ~~with~~Stock anIncentive ~~exercise~~Plan ~~price~~is ofprovided ~~$3.00.~~in OnItem ~~February~~5 2,under ~~2014 he was granted~~ the ~~option~~heading ~~to purchase 33,333 shares with an exercise price of $2.55. In March 2014, Mr. Nguyen transitioned from~~“Equity ~~the~~Compensation ~~role~~Plan ofInformation” ~~Chief~~and ~~Technology~~is ~~Officer~~incorporated toherein ~~Senior~~by ~~Developer to focus on the data insight needs of the Company~~reference.

~~(5) These amounts reflect the value determined~~Changes by the Company for accounting purposes for these awards with respect to the current fiscal year and do not reflect whether the recipient has actually realized a financial benefit from the awards (such as by exercising stock options). This column represents the aggregate grant date fair value of stock options and warrants granted during fiscal year 2014 and 2013 to each of the named executive officers, in ~~accordance~~Control with FASB ASC Topic 718, Compensation. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The assumptions made when calculating the amounts in this table are found in Note 7 of the Notes to the Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.Arrangements

~~The~~Upon a ~~Company may~~ change ~~or increase salaries as the Company's profits and cash flow allow. The amount~~ of ~~any~~control, ~~increase~~some inemployee ~~salaries~~stock ~~and~~options ~~compensation~~may ~~for existing officers has not been determined at this time and the number and dollar amount to~~ be ~~paid~~subject to ~~additional~~accelerated ~~management staff that will likely be employed have not been determined~~vesting.

1921

~~Outstanding~~Item 13. ~~Equity~~Certain ~~Awards~~Relationships atand ~~Fiscal Year~~Related ~~End~~Transactions, and Director Independence

~~The~~Other than ~~following~~the ~~table~~employment ~~shows~~compensation ~~all~~described ~~outstanding~~above ~~equity~~in ~~awards~~“Executive ~~held~~Compensation” and the transactions described below, bysince ~~our~~January ~~named~~1, ~~executive~~2014 ~~officers~~there has not been, nor is there currently proposed, any transaction or series of similar transactions to which the Company is or will be a party in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at ~~December~~year 31end for the last two completed fiscal years; and in which any related person of Adaptive Medias, ~~2014~~Inc. had or will have a direct or indirect material interest, as contemplated by Item 404(a) of Regulation S-K under the Exchange Act.

				Number of securities
	Number of securities			underlying
	underlying unexercised			unexercised			Option
	options			options			exercise price
Name	(#) exercisable			(#) unexercisable			($)		Option expiration date
Qayed Shareef		0			0		$	-	-
Omar Akram		6,445	(1)		10,222	(1)	$	2.70	7/26/2023
Abdul Parmach		6,095	(2)		8,905	(2)	$	2.70	7/26/2023
Abdul Parmach		0	(3)		1,667	(3)	$	2.25	7/1/2024
Bryan Nguyen		2,085	(4)		1,248	(4)	$	3.00	9/9/2023
Bryan Nguyen		0	(5)		33,333	(5)	$	2.55	2/18/2024

	●	On April 1, 2014, the Company entered into an Independent Contractor Master Agreement with Bruce Wiseman, director of the Company, pursuant to which Mr. Wiseman provides various operational, analytical and decision-support consulting services to the Company at an hourly rate of $300 per hour, 50% of which is payable monthly in cash and 50% of which is payable quarterly in the form of restricted stock. During 2014, $250,721 in cash compensation was earned by Mr. Wiseman pursuant to this agreement and 77,168 shares of common stock were issued to Mr. Wiseman at a value on the grant date of $242,985. The agreement may be terminated by either party upon 2 weeks’ notice.

	●	On October 1, 2014, the Company entered into a Consulting Agreement with Norman Brodeur, a beneficial owner of greater than 10% of the Company’s outstanding stock, pursuant to which Mr. Brodeur provides management and business consulting services, primarily in connection with identifying and evaluating prospective strategic business opportunities and alliances and managing prospective investor relations in exchange for a fee of $16,000 per month. The agreement may be terminated by either party upon 30 days’ notice.

	●	Any new items here??

(1) An option was granted to Mr. Akram on July 26, 2013 for 16,667 shares at an exercise price of $2.70 per share. Twenty-five percent of the options vest on the 1-year anniversary, and the remaining 75% vest monthly over 36 months, assuming continued employment with Adaptive Medias. Upon a change of control of the Company, 100% of the unvested options become immediately exercisable. (2) An option was granted to Mr. Parmach on July 26, 2013 for 15,000 shares at an exercise price of $2.70 per share. Twenty-five percent of the options vest on the 1-year anniversary, and the remaining 75% vest monthly over 36 months, assuming continued employment with Adaptive Medias. Upon a change of control of the Company, 100% of the unvested options become immediately exercisable. (3) An option was granted to Mr. Parmach on July 1, 2014 for 1,667 shares at an exercise price of $2.25 per share. Twenty-five percent of the options vest on the 1-year anniversary, and the remaining 75% vest monthly over 36 months, assuming continued employment with Adaptive Medias. Upon a change of control of the Company, 100% of the unvested options become immediately exercisable. (4) An option was granted to Mr. Nguyen on September 09, 2013 for 3,333 shares at an exercise price of $3.00 per share. The options vest equally over a period of 24 months, assuming continued employment with Adaptive Medias. Upon a change of control of the Company, 100% of the unvested options become immediately exercisable. (5) An option was granted to Mr. Nguyen on February 18, 2014 for 33,333 shares at an exercise price of $2.55 per share. Twenty-five percent of the options vest on the 1-year anniversary, and the remaining 75% vest monthly over 36 months, assuming continued employment with Adaptive Medias. Upon a change of control of the Company, 100% of the unvested options become immediately exercisable.Director Independence

20Our common stock is currently quoted on the OTC Bulletin Board, or the OTCBB, and OTCQB. Since neither the OTCBB nor the OTCQB has its own rules for director independence, we use the definition of independence established by the NYSE Amex (formerly the American Stock Exchange). Under applicable NYSE Amex rules, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. We periodically review the independence of each director. Pursuant to this review, at this time one of our directors, is independent.

~~Director~~Item 14. ~~Compensation~~Principal Accounting Fees and Services

The following table sets forth ~~summary~~fees ~~information~~billed ~~concerning compensation~~to ~~paid~~us orby ~~accrued~~our independent auditors for the years ended December 31, 2015 and 2014 for (i) services rendered tofor the ~~Company~~audit inof ~~all~~our ~~capacities~~annual ~~for~~consolidated ~~2014~~financial ~~fiscal~~statements ~~year~~and bythe review of our quarterly financial statements, (ii) services rendered that are reasonably related to the ~~Company’s~~performance of the audit or review of our consolidated financial statements ~~directors~~that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.

			Fees Earned or				Stock		Option		All Other
	2015				2014
			Paid in Cash				Awards		Awards		Compensation		Total
Audit fees	$	31,500			$	78,575
Name	Year		($)				($)(3)		($)(3)		($)		($)
Audit-related fees		37,600				-
Qayed Shareef	2014		$	-			$	-	$	-	$	-	$	-
Tax fees		-				1,100
Chief Executive Officer and Chairman of the Board
All other fees		-			$	17,320
Omar Akram	2014		$	-			$	-	$	-	$	-	$	-
Total fees	$	69,100			$	96,995
Vice President, Product & Technology and Director
Bruce Wiseman (1)	2014		$	60,000			$	42,616	$	5,911	$	-	$	108,527
Director
Mark Lambert (2)	2014		$	3,333			$	23,648	$	5,911	$		$	32,892
Director and Chairman of the Audit Committee

~~(1) Effective May 7, 2014, Bruce Wiseman~~Audit ~~was~~Fees: ~~appointed~~Represents byfees ~~the~~for ~~Company's~~professional ~~Board~~services ofprovided ~~Directors as a member thereof. The monthly salary~~ for the ~~services~~audit ~~rendered is $7,500. On July 1, 2014 he was granted 33,334 shares~~ of ~~restricted~~our ~~stock.~~annual Onconsolidated ~~September~~financial 1statements, ~~2014~~services that heare ~~was~~performed ~~granted an option~~ to ~~purchase~~comply ~~16,667 shares of common stock~~ with angenerally ~~exercise~~accepted ~~price~~auditing ofstandards, ~~$2.14 per share. The stock~~ and ~~the~~review ~~option~~of ~~vest~~our inconsolidated ~~equal~~financial ~~monthly~~statements ~~increments over~~included ain ~~period~~our ofquarterly ~~one~~reports ~~year,~~and ~~assuming~~services ~~continued~~in ~~engagement~~connection ~~as a Director~~ with ~~Adaptive~~statutory ~~Medias.~~and ~~Upon~~regulatory ~~a change of control of the Company, 100% of the unvested options become immediately exercisable~~filings.

~~(2) Effective September 1, 2014, Mark~~Audit-Related ~~Lambert~~Fees: ~~was~~Represents ~~appointed by~~ the ~~Company's~~fees ~~Board~~for ofassurance ~~Directors as a member thereof~~ and asrelated ~~Chairman~~services ofthat ~~the~~are ~~Audit~~reasonably ~~Committee.~~related ~~The~~to ~~quarterly salary for~~ the ~~services~~performance ~~rendered is $2,500. September 1, 2014 he was granted 33,334 shares~~ of ~~restricted stock .On September 1, 2014 he was granted~~ the ~~Option~~audit ~~to purchase 16,667 shares of common stock with an exercise price of $2.14 per share. The stocks~~or ~~and~~review ~~option vest in equal monthly increments over a period~~ of ~~one~~our ~~year,~~consolidated ~~assuming~~financial ~~continued engagement as a Director with Adaptive Medias~~statements. ~~Upon a change of control of the Company, 100% of the unvested stock and options become immediately exercisable.~~

~~(3)~~The Audit ~~These~~Committee ~~amounts~~of ~~reflect~~ the ~~value determined by the~~ Company ~~for~~ ~~accounting~~and ~~purposes~~approves ~~for~~all ~~these~~auditing ~~awards~~services ~~with~~and ~~respect to~~ the ~~current~~terms ~~fiscal~~thereof ~~year~~ and donon-audit ~~not~~services ~~reflect~~(other ~~whether~~than ~~the recipient has~~non-audit ~~actually~~services ~~realized~~published aunder ~~financial~~Section ~~benefit~~10A(g) ~~from~~of the ~~awards~~Exchange ~~(such~~Act asor ~~by exercising stock options). This column represents~~ the ~~aggregate grant~~applicable ~~date~~rules ~~fair value~~ of ~~stock options and warrants granted during~~ the ~~2014~~SEC ~~fiscal~~or ~~year to each of~~ the ~~directors,~~Pubic inCompany ~~accordance~~Accounting ~~with~~Oversight ~~FASB~~Board) ~~ASC~~to ~~Topic~~be ~~718,~~provided ~~Compensation. Pursuant~~ to ~~SEC~~us ~~rules,~~by the ~~amounts~~independent ~~shown~~auditor; ~~exclude~~provided, however, the ~~impact~~pre-approval ofrequirement ~~estimated~~is ~~forfeitures~~waived with ~~related~~respect to ~~service-based~~the ~~vesting~~provisions ~~conditions.~~of ~~The~~non-audit ~~assumptions~~services ~~made~~for ~~when~~us ~~calculating~~if the ~~amounts~~“de inminimus” ~~this~~provisions ~~table~~of ~~are~~Section ~~found~~10A(i)(1)(B) ~~in Note 7~~ of the Exchange ~~Notes~~Act toare ~~the Consolidated Financial Statements in Part II, Item 8 of this Form 10-K~~satisfied.

21Tax Fees: This represents professional services rendered for tax compliance, tax advice and tax planning.

~~Item~~All Other ~~12.~~Fees: ~~Security~~Our ~~Ownership~~auditor ofwas ~~Certain~~paid ~~Beneficial~~$17,320 ~~Owners~~in ~~and~~other ~~Management~~fees ~~and~~for ~~Related~~professional ~~Stockholder~~services ~~Matters~~during the fiscal years ended December 31, 2014.

The following table sets forth information relating to the beneficial ownership of the Company’s common stock by those persons beneficially holding more than 5% of the Company's common stock, by the Company's directors and named executive officers, and by all of the Company's Directors and executive officers as a group as of March 26, 2015.22

~~Beneficial ownership and percentage ownership~~PART are determined in accordance with the rules of the SEC. Under these rules, beneficial ownership generally includes any shares as to which the individual or entity has sole or shared voting power or investment power and includes any shares that an individual or entity has the right to acquire beneficial ownership of on or before May 26, 2015, which is 60 days from March 26, 2015, through the exercise of any option, warrant, conversion privilege or similar right. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of our common stock that could be issued upon the exercise of outstanding options and warrants that are exercisable on or before May 26, 2015 are considered to be outstanding. These shares, however, are not considered outstanding as of March 26, 2015 when computing the percentage ownership of each other person.IV

~~To our knowledge, except as indicated~~Item in15. ~~the footnotes to the following table and subject to state community property laws where applicable~~Exhibits, ~~all~~Financial ~~beneficial~~Statement owners named in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them. Percentage of ownership is based on our shares of common stock outstanding as of March 26, 2015.Schedules

Name and Address of Beneficial Owner	Amount and Nature Of Beneficial Ownership		Percent of Class (1)
Exhibit Number	Description
Holders of Greater Than 5%:
3.1	Articles of Incorporation filed with Secretary of State of the State of Nevada on August 7, 2007 (1)
Jim Batmasian Investments Limited		1,950,778		11	%
3.2	Bylaws (1)
Onescreen Partners Inc.		1,228,500		7	%
	Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State on March 4, 2010 (2)
Onescreen Partners B Inc.		1,217,500		7	%
3.4	Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State on April 12, 2012 (3)
Onescreen Inc.		1,000,000		6	%
5.1	2,000,000 shares of Common Stock registered pursuant to 2013 Consultant Stock Plan (4)
Directors and Named Executive Officers:
10.1	Agreement and Plan of Merger, dated December 28, 2012 (5)
Omar Akram, President, CFO, Vice President Product & Technology and Director (1)		66,001		0	%
10.2	Securities Purchase Agreement and Issuance of Convertible Notes issued May 21, 2013 (6)
Bruce Wiseman, Director (2)		135,503		1	%
10.3	Agreement and Plan of Merger with Adaptive Medias, Inc., dated July 1, 2013 (7)
Jim Waltz, Acting Chief Operating Officer		0		0	%
10.4	Agreement and Plan of Merger with Adaptive Medias, Inc., dated December 4, 2013 (8)
Mark Lambert, Director (3)		50,001		0	%
10.5	$100,000 Secured Promissory Note, dated January 21, 2014 (9)
Bryan H. Nguyen, Chief Technology Officer (4)		45,001		0	%
10.6	Stock Pledge Agreement for 18,628,900 shares, dated January 21, 2014 (9)
All Directors and Officers as a group (5 persons)		296,506		2	%
10.7	Stock Purchase Agreement whereby Kasian Franks purchased 10,000,000 shares of the Company, dated January 8, 2010 (10)
10.8	Stock Purchase Agreement by and among the Company, OneScreen, Inc. and Media Graph, Inc., dated as of June 30, 2014 (11)
99.1	2013 Consultant Stock Plan, dated October 5, 2013 (4)
99.2	Amended and Restated 2010 Stock Incentive Plan, dated October 5, 2012 (4)
24.1	Powers of Attorney*
31.1	Certification of the Company’s Principal Executive Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934*
31.2	Certification of the Company’s Principal Financial Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934*
32.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase*

~~Omar Akram, President, CFO, Vice President Product & Technology~~*Filed ~~and Director (1): Mr. Akram’s beneficial ownership includes options to purchase 16,667 shares at an exercise price of $2.70 per share.~~herewith

Bruce Wiseman, director (2): Mr. Wiseman’s beneficial ownership includes options to purchase 16,667 shares at an exercise price of $2.14 per share and restricted stock grants for 25,000 shares.

(1)	Filed with the SEC on October 3, 2008 as an exhibit to the Registrant’s registration statement on Form S-1, which exhibit is incorporated herein by reference.
(2)	Filed with the SEC on April 16, 2012 as an exhibit to the Registrant’s current report on Form 10-K, which exhibit is incorporated herein by reference.
(3)	Filed with the SEC on April 10, 2013 as an exhibit to the Registrant’s annual report on Form 10-K, which exhibit is incorporated herein by reference.
(4)	Filed with the SEC on February 25, 2013 as an exhibit to the Registrant’s registration statement on Form S-8, which exhibit is incorporated herein by reference.
(5)	Filed with the SEC on January 7, 2013 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.
(6)	Filed with the SEC on May 28, 2013 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.
(7)	Filed with the SEC on July 2, 2013 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.
(8)	Filed with the SEC on December 9, 2013 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.
(9)	Filed with the SEC on January 21, 2014 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.
(10)	Filed with the SEC on February 1, 2010 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.
(11)	Filed with the SEC on July 17, 2014 as an exhibit to the Registrant’s current report on Form 8-K, which is incorporated herein by reference.

~~Mark Lambert, Director~~ (3a)~~: Mr. Lambert’s beneficial~~ ~~ownership~~The ~~includes~~following ~~options~~documents toare ~~purchase~~filed ~~16,667~~as ~~shares~~part ~~at an exercise price~~ of ~~$2.14~~this ~~per share and restricted stock grants for 25,000 shares.~~report:

~~Bryan H~~1. ~~Nguyen, Chief Technology Officer (4): Mr. Nguyen's~~ ~~beneficial~~Financial ~~ownership includes options to purchase 3,334 shares at an exercise price of $2.70 per share and option to purchase 33,334 shares at an exercise price of $2.55 per share.~~Statements

22See Index to Consolidated Financial Statements at Item 8 herein.

~~Equity~~2. Financial ~~Compensation~~Statement ~~Plan Information~~Schedules

A description of the Company’s Amended and Restated 2010 Stock Incentive Plan is provided in Item 5 under the heading “Equity Compensation Plan Information” and is incorporated herein by reference.23

~~Changes in Control Arrangements~~SIGNATURES

~~Upon~~In accordance awith ~~change~~Section 13 or 15(d) of ~~control~~the Exchange Act, ~~some~~the ~~employee stock~~Registrant ~~options~~caused ~~may~~this report to be ~~subject~~signed toon ~~accelerated~~its ~~vesting~~behalf by the undersigned, thereto duly authorized.

Item 13. Certain Relationships and Related Transactions, and Director Independence

	ADAPTIVE MEDIAS, INC.
	(Registrant)

April 14, 2016	By:	/s/ John B. Strong
		John B. Strong President and Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Omar Akram
		Omar Akram Chief Financial Officer
		(Principal Financial Officer)

~~Other~~Pursuant to ~~than~~ the ~~employment~~requirements ~~compensation described~~of ~~above in “Executive Compensation” and~~ the ~~transactions~~Securities ~~described~~Exchange ~~below,~~Act ~~since~~of ~~January 1~~1934, ~~2013~~this ~~there~~report has ~~not~~ been, ~~nor~~signed isby ~~there~~the ~~currently~~following ~~proposed,~~persons ~~any~~on ~~transaction~~behalf ~~or series~~ of ~~similar transactions to which~~ the ~~Company~~Registrant ~~is or will be a party~~ in ~~which~~ the ~~amount~~capacities ~~involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year end for the last two completed fiscal years;~~ and inon ~~which any related person of Adaptive Medias, Inc. had or will have a direct or indirect material interest, as contemplated by Item 404(a) of Regulation S-K under~~ the ~~Exchange~~dates ~~Act~~indicated.

· On April 1, 2014, the Company entered into an Independent Contractor Master Agreement with Bruce Wiseman, director of the Company, pursuant to which Mr. Wiseman provides various operational, analytical and decision-support consulting services to the Company at an hourly rate of $300 per hour, 50% of which is payable monthly in cash and 50% of which is payable quarterly in the form of restricted stock. During 2014, $250,721 in cash compensation was earned by Mr. Wiseman pursuant to this agreement and 77,168 shares of common stock were issued to Mr. Wiseman at a value on the grant date of $242,985. The agreement may be terminated by either party upon 2 weeks’ notice.

April 14, 2016	By:	/s/ John B. Strong
		John B. Strong President and Chief Executive Office and Director

	By:	/s/ Omar Akram
		Omar Akram Chief Financial Officer and Director

· On October 1, 2014, the Company entered into a Consulting Agreement with Norman Brodeur, a beneficial owner of greater than 10% of the Company’s outstanding stock, pursuant to which Mr. Brodeur provides management and business consulting services, primarily in connection with identifying and evaluating prospective strategic business opportunities and alliances and managing prospective investor relations in exchange for a fee of $16,000 per month. The agreement may be terminated by either party upon 30 days’ notice.24

~~Director~~INDEX OF ~~Independence~~FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

Our common stock is currently quoted on the OTC Bulletin Board, or the OTCBB, and OTCQB. Since neither the OTCBB nor the OTCQB has its own rules for director independence, we use the definition of independence established by the NYSE Amex (formerly the American Stock Exchange). Under applicable NYSE Amex rules, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. We periodically review the independence of each director. Pursuant to this review, at this time one of our directors, is independent.

Reports of Independent Registered Public Accounting Firms	F-2
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations	F-5
Consolidated Statements of Stockholders’ Equity (Deficit)	F-6
Consolidated Statements of Cash Flow	F-7
Notes to the Consolidated Financial Statements	F-8

~~Item 14. Principal Accounting Fees and Services~~F-1

~~The following table sets forth fees billed~~REPORT toOF usINDEPENDENT byREGISTERED ~~our~~PUBLIC ~~independent~~ACCOUNTING auditors for the years ended December 31, 2014 and 2013 for (i) services rendered for the audit of our annual consolidated financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our consolidated financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.FIRM

	2014		2013
Audit fees	$	78,575	$	45,250
Audit-related fees		-		-
Tax fees		1,100		-
All other fees		17,320		-
Total fees	$	96,995	$	45,250

To: The Board of Directors and Stockholders of Adaptive Medias, Inc.:

~~Audit~~We have ~~Fees: Represents~~audited ~~fees for~~the ~~professional~~accompanying ~~services~~consolidated ~~provided~~balance ~~for~~sheet of Adaptive Medias, Inc. and subsidiaries (the ~~audit~~Company) as of ~~our~~December 31, ~~annual~~2014, ~~consolidated~~and ~~financial~~the related consolidated statements of operations, ~~services~~stockholders’ ~~that~~equity ~~are~~(deficit), ~~performed to~~and ~~comply~~cash ~~with~~flows ~~generally~~for ~~accepted~~the year ~~auditing~~then ~~standards~~ended. Adaptive Medias, ~~and~~Inc.’s ~~review~~management ofis ~~our~~responsible for these consolidated financial statements. ~~included~~Our inresponsibility is ~~our~~to ~~quarterly reports~~express ~~and~~an ~~services~~opinion inon ~~connection~~these ~~with~~consolidated ~~statutory~~financial ~~and~~statements ~~regulatory~~based ~~filings~~on our audit.

~~During~~We conducted our audit in accordance with the ~~year~~standards ~~ended~~of ~~December~~the 31Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, ~~2014~~nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal ~~was~~control ~~billed~~over ~~$78~~financial reporting. Accordingly,~~575~~ inwe express no such opinion. An audit ~~fees~~also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by ~~Ramirez~~management, ~~Jimenez~~as ~~International~~well ~~CPAs~~as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

23In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Adaptive Medias, Inc. as of December 31, 2014, and the results of their operations and their cash flows for year then ended in conformity with accounting principles generally accepted in the United States of America.

~~During~~The accompanying consolidated financial statements have been prepared assuming the ~~year~~Company ~~ended~~will ~~December~~continue ~~31,~~as ~~2013,~~a going concern. As discussed in Note 1 to the consolidated financial statements, the Company ~~was~~has ~~billed~~incurred $6losses from operations,~~000~~ inhad ~~audit~~negative ~~fees~~working bycapital of ~~Ramirez~~$577,440 ~~Jimenez~~and ~~International~~an ~~CPAs~~accumulated ~~and~~deficit of $3940,~~250~~172,716 byat ~~GBH~~December ~~CPAs~~31, 2014, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

~~Audit-Related~~RAMIREZ ~~Fees: Represents~~JIMENEZ ~~the~~INTERNATIONAL ~~fees~~CPAs ~~for~~Irvine, ~~assurance and~~California ~~related~~March ~~services~~26, ~~that are reasonably related to the performance of the audit or review of our consolidated financial statements.~~2015

~~The Audit Committee of the Company and approves all auditing services and the terms thereof and non~~F-audit services (other than non-audit services published under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Pubic Company Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the "de minimus" provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied.2

~~Tax Fees~~REPORT ~~: This represents professional services~~ ~~rendered~~OF ~~for~~INDEPENDENT ~~tax~~REGISTERED ~~compliance,~~PUBLIC ~~tax~~ACCOUNTING ~~advice and tax planning.~~FIRM

~~All Other Fees~~ To: ~~Our auditor was paid $17,320 in~~ ~~other~~The ~~fees~~Board ~~for~~of ~~professional~~Directors ~~services~~and ~~during~~Stockholders ~~the~~of ~~fiscal~~Adaptive ~~years ended December 31~~Medias, ~~2014~~Inc.:

24We have audited the accompanying consolidated balance sheet of Adaptive Medias, Inc. and subsidiaries (the Company) as of December 31, 2014, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended. Adaptive Medias, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

~~PART~~We conducted IVour audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~Item~~In our 15opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Adaptive Medias, Inc. ~~Exhibits~~as of December 31, ~~Financial~~2014, ~~Statement~~and ~~Schedules~~the results of their operations and their cash flows for year then ended in conformity with accounting principles generally accepted in the United States of America.

Exhibit Number		Description
3.1		Articles of Incorporation filed with Secretary of State of the State of Nevada on August 7, 2007 (1)
3.2		Bylaws (1)
		Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State on March 4, 2010 (2)
3.4		Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State on April 12, 2012 (3)
5.1		2,000,000 shares of Common Stock registered pursuant to 2013 Consultant Stock Plan (4)
10.1		Agreement and Plan of Merger, dated December 28, 2012 (5)
10.2		Securities Purchase Agreement and Issuance of Convertible Notes issued May 21, 2013 (6)
10.3		Agreement and Plan of Merger with Adaptive Medias, Inc., dated July 1, 2013 (7)
10.4		Agreement and Plan of Merger with Adaptive Medias, Inc., dated December 4, 2013 (8)
10.5		$100,000 Secured Promissory Note, dated January 21, 2014 (9)
10.6		Stock Pledge Agreement for 18,628,900 shares, dated January 21, 2014 (9)
10.7		Stock Purchase Agreement whereby Kasian Franks purchased 10,000,000 shares of the Company, dated January 8, 2010 (10)
10.8		Stock Purchase Agreement by and among the Company, OneScreen, Inc. and Media Graph, Inc., dated as of June 30, 2014 (11)
99.1		2013 Consultant Stock Plan, dated October 5, 2013 (4)
99.2		Amended and Restated 2010 Stock Incentive Plan, dated October 5, 2012 (4)
24.1		Powers of Attorney*
31.1		Certification of the Company’s Principal Executive Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934*
31.2		Certification of the Company’s Principal Financial Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934*
32.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase*
101.DEF		XBRL Taxonomy Extension Definition Linkbase*
101.LAB		XBRL Taxonomy Extension Label Linkbase*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase*

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred losses from operations, had negative working capital of $577,440 and an accumulated deficit of $40,172,716 at December 31, 2014, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

*FiledRAMIREZ ~~herewith~~JIMENEZ INTERNATIONAL CPAs Irvine, California March 26, 2015

(1)	Filed with the SEC on October 3, 2008 as an exhibit to the Registrant’s registration statement on Form S-1, which exhibit is incorporated herein by reference.
(2)	Filed with the SEC on April 16, 2012 as an exhibit to the Registrant’s current report on Form 10-K, which exhibit is incorporated herein by reference.
(3)	Filed with the SEC on April 10, 2013 as an exhibit to the Registrant’s annual report on Form 10-K, which exhibit is incorporated herein by reference.
(4)	Filed with the SEC on February 25, 2013 as an exhibit to the Registrant’s registration statement on Form S-8, which exhibit is incorporated herein by reference.
(5)	Filed with the SEC on January 7, 2013 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.
(6)	Filed with the SEC on May 28, 2013 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.
(7)	Filed with the SEC on July 2, 2013 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.
(8)	Filed with the SEC on December 9, 2013 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.
(9)	Filed with the SEC on January 21, 2014 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.
(10)	Filed with the SEC on February 1, 2010 as an exhibit to the Registrant’s current report on Form 8-K, which exhibit is incorporated herein by reference.
(11)	Filed with the SEC on July 17, 2014 as an exhibit to the Registrant’s current report on Form 8-K, which is incorporated herein by reference.

F-3

~~(a)~~ADAPTIVE MEDIAS, ~~The following documents are filed as part of this report:~~INC.

1.Condensed Consolidated ~~Financial~~Balance ~~Statements~~Sheet

~~See Index to Consolidated Financial Statements at Item 8 herein.~~(Unaudited)

2. Financial Statement Schedules

	December 31, 2015			December 31, 2014
Assets
Current Assets
Cash	$	359		$	2,255,784
Accounts receivable, net		1,619,451			1,754,893
Prepaid expenses		845,000			61,478
Total Current Assets		2,464,810			4,072,155
Furniture and fixtures, net		46,132			72,476
Intangible assets, net		295,405			8,018,170
Deposits		17,114			34,843
Total Assets	$	2,823,461			12,197,644
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Accounts payable and accrued expenses	$	3,746,314		$	4,686,991
Convertible note payable, net		675,172			-
Related party note payable		46,795			-
Derivative liability		1,481,278			-
Total Liabilities		5,949,559			4,686,991

Stockholders’ Equity (Deficit)
Preferred stock, $0.001 par value, 50,000,000 shares authorized; none outstanding		-			-
Common stock, $0.001 par value, 300,000,000 shares authorized; 22,923,526 and 13,869,771 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively		22,014			13,866
Additional paid-in capital		52,611,343			47,669,503
Accumulated deficit		(55,759,455	)		(40,172,716	)
Total Stockholders’ Equity (Deficit)		(3,126,098	)		7,510,653
Total Liabilities and Stockholders’ Equity (Deficit)	$	2,823,461		$	12,197,644

25The accompanying notes are an integral part of these consolidated financial statements.

~~SIGNATURES~~F-4

~~In accordance with Section 13 or 15(d)~~ADAPTIVE ~~of the Exchange Act~~MEDIAS, ~~the Registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized~~INC.

		ADAPTIVE MEDIAS, INC.
		(Registrant)
March 26, 2015	By:	/s/ Omar Akram
		Omar Akram President and Chief Financial Officer
		(Principal Executive Officer and Principal Financial Officer)

Condensed Consolidated Statements of Operations

~~Pursuant to the requirements of the Securities~~(Unaudited) ~~Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.~~

Signature	Title		Date
	For the years ended
/s/ Omar Akram	President, Chief Financial Officer		March 26, 2015
	December 31,
Omar Akram	and Director
	2015			2014
/s/ Bruce Wiseman*	Director		March 26, 2015
Revenue	$	4,654,489		$	5,075,226
Bruce Wiseman
Cost of revenue		3,891,930			3,940,350
/s/ Mark Lambert*	Director		March 26, 2015
Gross Profit		762,559			1,134,876
Mark Lambert
Operating expenses:
Legal and professional fees		1,341,127			1,506,016
Research and development		174,443			1,381,873
General and administrative expenses		3,927,620			4,044,468
Selling expenses		367,025			1,712,328
Depreciation and amortization		2,453,696			1,485,384
Stock compensation expense		2,704,989			1,206,852
Impairment of intangibles		5,458,229			8,604,315
Loss of disposal of equipment		-			643
Total operating expenses		16,427,129			19,941,879
Loss from operations		(15,664,570	)		(18,807,003	)
Other income (expense):
Interest expense		(680,230	)		(42,171	)
Gain (loss) on extinguishment of debt		-			(19,379	)
Change in fair value of derivative liability		(131,273	)		-
Other income		889,334			18,827
Total other income (expense)		77,831			(42,723	)
Net income (loss)	$	(15,586,739	)	$	(18,849,726	)
Basic and dilutive loss per common share	$	(0.88	)	$	(2.04	)
Weighted average number of common shares outstanding - basic and diluted		17,772,497			9,233,075

* Omar Akram, by signing his name hereto, does hereby signThe ~~this~~accompanying ~~report~~notes onare ~~behalf~~an ofintegral ~~the~~part ~~directors~~ of ~~the~~these ~~Registrant~~consolidated ~~above~~financial ~~whose typed names appear, pursuant to powers of the attorney executed by such director and filed with the Securities and Exchange Commission~~statements.

~~By: /s/ Omar Akram Omar Akram, Attorney~~F-~~in-Fact~~5

26ADAPTIVE MEDIAS, INC.

~~INDEX OF FINANCIAL STATEMENTS FOR THE~~Condensed ~~YEARS~~Consolidated ~~ENDED~~Statement ~~DECEMBER~~of ~~31,~~Stockholders’ ~~2014~~Equity ~~AND~~(Deficit) ~~2013~~

Report of Independent Registered Public Accounting Firms	F-2
		Common Stock				Additional Paid-In		Common Stock			Accumulated			Total Stockholders’
Consolidated Balance Sheets	F-3
		Shares		Amount		Capital		Payable			Deficit			Equity
Consolidated Statements of Operations	F-4
Balance January 1, 2014			4,963,022	$	4,963	$	22,943,002	$	8,625		$	(21,322,990	)	$	1,633,600
Consolidated Statements of Stockholders’ Equity (Deficit)	F-5
Shares issued for services			555,309		549		2,144,477		-			-			2,145,026
Consolidated Statements of Cash Flow	F-6
Shares issued for merger and acquisition			5,000,000		5,000		14,995,000		-			-			15,000,000
Notes to the Consolidated Financial Statements	F-7
Shares issued for cash			3,239,780		3,240		7,286,260		-			-			7,289,500
Common stock payable			-		-		-		(8,625	)		-			(8,625	)
Common shares issued for conversion of debt			46,667		47		104,953		-			-			105,000
Common shares issued for settlement of accounts payable			64,993		67		195,811		-			-			195,878
Net loss			-		-		-					(18,849,726	)		(18,849,726	)
Balance December 31, 2014			13,869,771	$	13,866	$	47,669,503	$	-		$	(40,172,716	)	$	7,510,653
Shares issued for services			6,889,094		5,983		2,688,164		-			-			2,694,147
Shares issued for cash			2,164,661		2,165		1,997,835		-			-			2,000,000
Stock option expense			-		-		255,841		-			-			255,841
Net loss			-		-		-		-			(15,586,739	)		(15,586,739	)
Balance December 31, 2015			22,923,526	$	22,014	$	52,611,343	$	-		$	(55,759,455	)	$	(3,126,098	)

~~F-1~~The accompanying notes are an integral part of these consolidated financial statements.

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~F-6

~~To:~~ADAPTIVE MEDIAS, ~~The Board of Directors and Stockholders~~INC.

Condensed Consolidated Statements of ~~Adaptive~~Cash ~~Medias,~~Flows ~~Inc.:~~

~~We have audited the accompanying consolidated balance sheets of Adaptive Medias, Inc. and subsidiaries~~ (~~the Company~~Unaudited) ~~as of December 31, 2014 and 2013, and the related consolidated~~ statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended. Adaptive Medias, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

	For the Years Ended
	December 31,
	2015			2014
Cash flows from operating activities:
Net loss	$	(15,586,739	)	$	(18,849,726	)
Adjustments to reconcile from net loss to net cash used in operating activities:
Depreciation and amortization		2,453,696			1,486,027
Allowance for bad debts		501,177			326,398
Loss on extinguishment of debt		-			19,379
Stock compensation for services		2,949,988			2,145,026
Impairment of intangibles		-			8,604,315
Amortization of debt discount		490,171			-
Change in fair value of derivative liability		131,274			-
Changes in operating assets and liabilities
Accounts receivable		(365,735	)		(1,471,298	)
Prepaid expenses		(783,522	)		64,843
Deposits		17,729			(29,050	)
Accounts payable and accrued expenses		(940,677	)		3,232,311
Net cash used in operating activities		(11,132,638	)		(4,471,775	)

Cash flows from investing activities:
Purchases of property and equipment		(4,859	)		(14,079	)
Purchases and development of intangibles		5,300,273			(286,425	)
Net cash used in investing activities		5,295,413			(300,504	)

Cash flows from financing activities:
Proceeds from notes payable		1,810,005			-
Repayments of notes payable		(228,205	)		(275,000	)
Proceeds from issuance of common stock		2,000,000			7,280,875
Net cash provided by financing activities		3,581,800			7,005,875

Net increase (decrease) in cash		(2,255,425	)		2,233,596
Cash, beginning of period		2,255,784			22,188
Cash, end of period	$	359		$	2,255,784

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	96,258		$	42,171
Income taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Increase in prepaid common stock compensation	$	-		$	346,667
Common stock issued to settle accounts payable	$	-		$	195,878
Issuance of common stock for repayment of convertible note payable	$	-		$	105,000
Common stock issued for merger/acquisition consideration	$	-		$	15,000,000

~~In our opinion, the consolidated financial~~The ~~statements~~accompanying ~~referred~~notes toare ~~above~~an ~~present~~integral ~~fairly,~~part inof ~~all~~these ~~material~~consolidated ~~respects, the~~ financial ~~position of Adaptive Medias, Inc~~statements. as of December 31, 2014 and 2013, and the results of their operations and their cash flows for years then ended in conformity with accounting principles generally accepted in the United States of America.

~~RAMIREZ~~ADAPTIVE MEDIAS, ~~JIMENEZ INTERNATIONAL CPAs~~INC.

~~Irvine,~~Notes to ~~California~~the Consolidated Financial Statements

~~March~~Note 1 ~~26,~~- ~~2015~~Organization and Nature of Business

FAdaptive Medias, Inc., formerly known as “Mimvi, Inc.” and prior to that as “Fashion Net, Inc.” (“Adaptive Medias” or the “Company”), was formed on August 7, 2007 under the laws of the State of Nevada. The Company, through its core content monetization platform and technology, provides app developers, publishers and video content developers one of the only end-2to-end monetization platforms driven by programmatic algorithms. The Company provides these unique capabilities to monetize content efficiently across multiple marketing channels, including mobile, video and online display advertising.

~~ADAPTIVE~~Pursuant to ~~MEDIAS~~votes of the majority of the Board of Directors and shareholders, ~~INC~~effective on November 6, 2013, the Company changed its name to Adaptive Medias, Inc. in order to better and more fully demonstrate the Company’s emphasis on providing a supply-side platform for mobile, video and online display advertising. In connection with the name change, effective on November 6, 2013, the Company’s ticker symbol was changed to ADTM.

~~Consolidated~~The Company ~~Balance~~is ~~Sheets~~a programmatic audience and content monetization company for website owners, app developers and video publishers who want to more effectively optimize content through advertising. Adaptive Medias provides a foundation for publishers and developers looking to engage brand advertisers through a multi-channel approach that delivers integrated, engaging and impactful ads across multiple devices. The Company meets the needs of its publishers with an emphasis on maintaining user experience, while delivering timely and relevant ads through its multi-channel ad delivery and content platform.

	December 31,			December 31,
	2014			2013
Assets
Current assets:
Cash	$	2,255,784		$	22,188
Accounts receivable, net of allowance of $242,632 and $15,393, at December 31, 2014 and 2013, respectively		1,754,893			609,993
Prepaid expenses		61,478			126321
Total current assets		4,072,155			758,502
Furniture and fixtures, net		72,476			2,044
Other assets:
Intangible assets, net		8,018,170			2,878,440
Deposits		34,843			5,793
Total other assets		8,053,013			2,884,233
Total assets	$	12,197,644		$	3,644,779
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	$	4,649,595		$	1,711,179
Convertible notes payable		-			300,000
Total current liabilities		4,649,595			2,011,179
Other liabilities		37,396			-
Total liabilities		4,686,991			2,011,179
Stockholders' Equity:
Preferred stock, $0.001 par value, 50,000,000 shares authorized; none outstanding		-			-
Common stock, $0.001 par value, 300,000,000 shares authorized; 13,869,771 and 4,963,022 shares issued and outstanding at December 31, 2014 and 2013, respectively		13,866			4,963
Additional paid in capital		47,669,503			22,943,002
Common stock payable		-			8,625
Accumulated deficit		(40,172,716	)		(21,322,990	)
Total stockholders' equity		7,510,653			1,633,600
Total liabilities and stockholders' equity	$	12,197,644		$	3,644,779

Media Graph Transaction

~~The~~On July ~~accompanying~~15, ~~notes~~2014, ~~are~~the anCompany ~~integral~~executed a Stock Purchase Agreement (the “Agreement”), effective June 30, 2014, with OneScreen, ~~part~~Inc., a Delaware corporation (“OneScreen”), Media Graph, Inc., a Nevada corporation and OneScreen’s spun-off former subsidiary (“Media Graph”), and the shareholders of ~~these~~Media ~~consolidated~~Graph ~~financial~~(the ~~statements~~“Selling Shareholders”) whereby the Company acquired certain assets of OneScreen, which immediately prior thereto were held by Media Graph, in exchange for 5,000,000 shares of the Company’s common stock (the “Acquisition”). On July 15, 2014, the parties to the Agreement executed the First Amendment to the Stock Purchase Agreement (the “Amendment”), which (i) amended the effective date of the Agreement to July 15, 2014, (ii) limited the scope of Section 5.04 of the Agreement to apply only to the Restricted Selling Shareholders, as defined in the Amendment, and (iii) added the Selling Shareholders as a signatory to the Agreement.

~~F-3~~The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition and the allocation of the purchase price to the fair value of net assets acquired:

ADAPTIVE MEDIAS, INC.

Fixed assets	$	82,112
Intangibles		6,320,000
Goodwill		8,597,888
Total purchase price allocated	$	15,000,000

~~Consolidated Statements of Operations~~F-8

	For the years ended
	December 31,
	2014			2013
Revenue	$	5,075,226		$	1,030,267
Cost of revenue		3,940,350			743,959
Gross profit		1,134,876			286,308
Operating expenses:
Legal and professional fees		1,506,016			1,121,661
Research and development		1,381,873			255,745
General and administrative expenses		4,044,468			2,197,784
Selling expenses		1,712,328			-
Depreciation and amortization		1,485,384			206,416
Stock compensation expense		1,206,852			4,154,665
Impairment of intangibles		8,604,315			342,610
Loss on disposal on equipment		643			-
Total operating expenses		19,941,879			8,278,881
Loss from operations		(18,807,003	)		(7,992,573	)
Other (income) expense:
Other income		(18,827	)		-
(Gain) loss on extinguishment of debt		19,379			(15,988	)
Interest expense		42,171			486,396
Total other expense		42,723			470,408
Net loss	$	(18,849,726	)	$	(8,462,981	)
Net loss per common share - basic and diluted	$	(2.04	)	$	(2.52	)
Weighted average number of common shares outstanding - basic and diluted		9,233,075			3,355,003

ADAPTIVE MEDIAS, INC.

~~The accompanying notes are an integral~~Notes ~~part~~to ofthe ~~these~~Consolidated ~~consolidated~~Financial ~~financial statements.~~Statements

~~F-4~~Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

~~ADAPTIVE~~Basis of ~~MEDIAS, INC.~~Presentation

~~Statements~~The accompanying consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of ~~Stockholders'~~America, ~~Equity~~and ~~(Deficit)~~pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ended December 31, 2015 and 2014.

					Additional		Common						Total
	Common Stock				Paid-in		Stock			Accumulated			Stockholders’
	Shares		Amount		Capital		Payable			Deficit			Equity
Balance, January 1, 2013		2,068,990		2,069		12,062,615		8,625			(12,860,009	)		(786,700	)
Stock-based compensation / common shares issued for services		360,589		361		4,154,304		-			-			4,154,665
Amortization of debt discount		-		-		424,600		-			-			424,600
Common shares issued for cash-less exercise of warrants		95,834		96		2,779		-			-			2,875
Common shares issued for cash		915,278		915		2,364,085		-			-			2,365,000
Common shares issued for settlement of accounts payable		144,643		145		577,660		-			-			577,805
Stock issued for merger and acquisition		1,351,465		1,351		3,297,985		-			-			3,299,336
Common shares issued for conversion/debt		26,223		26		58,974		-			-			59,000
Net loss		-		-		-		-			(8,462,981	)		(8,462,981	)
Balance, December 31, 2013	$	4,963,022	$	4,963	$	22,943,002	$	8,625		$	(21,322,990	)	$	1,633,600
Stock-based compensation / common shares issued for services		555,309		549		2,144,477		-			-			2,145,026
Stock issued for merger		5,000,000		5,000		14,995,000		-			-			15,000,000
Common shares issued for cash		3,239,780		3,240		7,286,260		-			-			7,289,500
Common stock payable		-		-		-		(8,625	)		-			(8,625	)
Common shares issued for conversion/debt		46,667		47		104,953		-			-			105,000
Common shares issued for settlement of accounts payable		64,993		67		195,811		-			-			195,878
Net loss		-		-		-		-			(18,849,726	)		(18,849,726	)
Balance, December 31, 2014	$	13,869,771	$	13,866	$	47,669,503	$	-		$	(40,172,716	)	$	7,510,653

On April 14, 2014, the shareholders of the Company authorized its Board of Directors to effectuate a reverse stock split, in the Board’s discretion (the “Reverse Stock Split”), which was ultimately declared effective by the Board of Directors as of the close of business on July 14, 2014. As a result of the Reverse Stock Split, every thirty (30) issued and outstanding shares of the Company’s common stock was changed and converted into one (1) share of common stock. Following the Reverse Stock Split, the Company continues to have 300,000,000 shares of common stock authorized for issuance, but the number of outstanding shares of the Company’s common stock was reduced from 192,364,735 shares to 6,412,225 shares. As required by the Financial Accounting Standards Board’s (FASB”) Accounting Standards Codification (“ASC”) Topic 260-10-55-12 “Earnings per Share” all share and per-share computations presented in these condensed consolidated financial statements are based on the new number of shares after the Reverse Stock Split.

~~The accompanying notes are an integral~~Principles ~~part~~ of ~~these consolidated financial statements.~~Consolidation

FThe consolidated financial statements include the Company and its wholly-5owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

~~ADAPTIVE MEDIAS, INC.~~Going Concern

~~Consolidated~~The Company’s ~~Statements~~unaudited condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of ~~Cash~~America ~~Flows~~applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. As of December 31, 2015, the Company had an accumulated deficit of $48,244,942. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease or reduce its operations.

	For the year ended
	December 31,
	2014			2013
Cash flows from operating activities:
Net loss	$	(18,849,726	)	$	(8,462,981	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation		25,117			447
Amortization of intangibles		1,460,267			205,969
Allowance for bad debts		326,398			15,393
Impairment of intangibles		8,604,315			342,610
Common stock issued for services / interest		2,145,026			4,154,665
Amortization of debt discount on notes payable		-			424,600
(Gain) loss on extinguishment of debt		19,379			(15,988	)
Loss on disposal on equipment		643			-
Change in operating assets and liabilities:
Accounts receivable		(1,471,298	)		(466,224	)
Prepaid expenses		64,843			376,108
Deposits		(29,050	)		10,761
Accounts payable and accrued expenses related parties		-			(10,790	)
Accounts payable and accrued expenses		3,194,915			597,464
Other liabilities		37,396			-
Net cash flows used in operating activities		(4,471,775	)		(2,827,966	)
Cash flows from investing activities:
Purchase of property and equipment		(14,079	)		(2,491	)
Purchase of intangibles		(286,425	)
Net cash flows used in investing activities		(300,504	)		(2,491	)
Cash flows from financing activities:
Payments of convertible notes payable		(275,000	)		(223,700	)
Proceeds from convertible note		-			582,700
Proceeds from issuance of common stock		7,289,500			2,365,000
Cash acquired in acquisition		-			65,359
Common stock payable		(8,625	)		-
Net cash flows provided by financing activities		7,005,875			2,789,359
Net (decrease) increase in cash		2,233,596			(41,098	)
Cash, beginning of year		22,188			63,286
Cash, end of year	$	2,255,784		$	22,188
Cash paid during the year for:
Interest	$	42,171		$	-
Income taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Discount on convertible notes	$	-		$	424,600
Common stock issued for conversion of debt	$	-		$	59,000
Common stock issued to satisfy accounts payable	$	195,878		$	577,805
Common stock issued for cash-less warrant exercise	$	-		$	2,875
Increase (decrease) in prepaid common stock compensation	$	346,667		$	-
Issuance of common stock for repayment of convertible note	$	105,000		$	-
Common stock issued for merger/acquisition consideration	$	15,000,000		$	3,299,336

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company will continue to raise funds through the sale of its equity securities or issuance of notes payable to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure additional equity and/or debt financing until the Company can earn revenue and realize positive cash flow from its operations. There are no assurances that the Company will be successful in earning revenue and realizing positive cash flow from its operations. Without sufficient financing it would be unlikely that the Company will continue as a going concern.

~~The~~Based on ~~accompanying~~the Company’s current rate of cash outflows, cash on hand and proceeds from the prior sale of equity securities and issuance of convertible notes, ~~are~~management anbelieves ~~integral~~that its current cash will not be sufficient to meet the anticipated cash needs for ~~part~~working ofcapital ~~these~~for ~~consolidated~~the ~~financial~~next ~~statements~~12 months. The Company’s plans with respect to its liquidity issues include, but are not limited to, the following:

F-6

	1)	Continue to issue restricted stock for compensation due to consultants and for its legacy accounts payable in lieu of cash payments; and

	2)	Seek additional capital in the public equity markets to continue its operations as it rolls out its current products in development, responds to competitive pressures, develops new products and services, and supports new strategic partnerships. The Company is currently evaluating additional debt or equity financing opportunities and may execute them when appropriate. However, there can be no assurances that the Company can consummate such a transaction, or consummate a transaction at favorable pricing.

~~ADAPTIVE~~The ability ~~MEDIAS~~of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and achieve profitable operations. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, ~~INC~~or amounts and classification of liabilities that might result from this uncertainty.

~~Notes to the Consolidated Financial Statements~~Reclassifications

~~December~~Certain reclassifications ~~31,~~have ~~2014~~been ~~and~~made ~~2013~~to amounts in prior periods to conform to the current period presentation. All reclassifications have been applied consistently to the periods presented.

~~Note 1 – Organization and Nature of Business~~F-9

~~Adaptive Medias, Inc., formerly known~~ADAPTIVE ~~as “Mimvi~~MEDIAS, ~~Inc~~INC.,” formerly known as “Fashion Net, Inc.” (“Adaptive Medias” or the “Company”), was formed on August 7, 2007 under the laws of the State of Nevada. On November 6, 2013, the Company changed its name to Adaptive Medias, Inc. in order to better and more fully demonstrate the Company’s emphasis on providing a supply-side platform for mobile, video and online display advertising. In connection with the name change, effective on November 6, 2013, the Company’s ticker symbol was changed to ADTM.

~~The Company is a technology company that~~Notes focuses on providing digital video and mobile solutions for publishers and content owners who need an easy, efficient, centralized solution for video content management, delivery, syndication and monetization. The platform provides the Company’s proprietary, mobile-first video player that was designed to optimize playback in mobile devices but allows customers to use their own or third party video players. The platform also (1) allows customers to serve advertisements that are direct-by their own sales teams or sold by the ~~Company~~Consolidated orFinancial ~~a combination, and (2) provides premium content for publishers who need digital video to offer to their audiences to supplement the customers’ own video library.~~Statements

~~The Company grew organically and through~~Use ~~three~~of ~~acquisitions over the past 18 months and invested in integrated the different platforms that were acquired.~~Estimates

~~Adaptive~~The preparation ~~Media,~~of ~~Inc~~financial statements in conformity with U.S. ~~Transaction~~generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

~~On July 1, 2013, the Company entered into~~Revenue an agreement whereby it acquired Adaptive Media as a wholly owned subsidiary. Adaptive Media shareholders were issued 1,116,667 share of common stock constituting approximately 30% of the then outstanding stock of the Company. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition and the allocation of the purchase price to the fair value of net assets acquired:Recognition

Cash	$	65,359
Accounts receivable, net		159,162
Other		15,346
Intangible assets		2,552,214
Deposits		1,554
Accounts payable and accrued expenses		(281,135	)
Total purchase price allocated	$	2,512,500

The Company recognizes revenue when earned and related costs of sales and expenses when incurred. The Company recognizes revenue in accordance with FASB ASC Topic 605-10-599, Revenue Recognition, Overall, SEC Materials (“Section 605-10-599”). Section 605-10-599 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. Cost of revenue consists of the cost of the purchased goods and labor related to the corresponding sales transaction. When a right of return exists, the Company defers revenues until the right of return expires. The Company recognizes revenue from services at the time the services are completed.

~~Ember,~~Accounts Receivable ~~Inc.~~and ~~Transaction~~Allowance for Doubtful Accounts

OnThe Company’s ~~December~~accounts 4,receivable ~~2013,~~primarily ~~the~~consist ~~Company~~of ~~acquired Ember,~~trade ~~Inc~~receivables. ~~(“Ember”).~~The ~~Ember~~Company ~~shareholders~~records ~~were~~an ~~issued~~allowance ~~233~~for doubtful accounts that is based on historical trends,~~334~~ ~~shares~~customer ofknowledge, ~~common~~any ~~stock~~known disputes, ~~constituting~~and ~~approximately~~the ~~5.3%~~ aging of the ~~outstanding~~accounts ~~stock~~receivable balances combined with management’s estimate of future potential recoverability. Receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company believes its allowance for doubtful accounts as of December 31, 2015 and 2014 is adequate, but actual write-offs could exceed the recorded allowance.

~~The following table summarizes the estimated fair values of~~Intangible ~~the~~ assets ~~acquired and liabilities assumed at the date of acquisition and the allocation of the purchase price to the fair value of net assets acquired:~~

Assembled Workforce	$	97,000
Developed Software		236,000
Goodwill		188,000
Total purchase price allocated	$	521,000

Intangible assets consisting of websites, customer lists, content and publisher relationships, developed technology and trade names are stated at cost. Expenditures of costs incurred to renew or extend the term of a recognized intangible asset and materially extend the useful life are capitalized. When assets are sold or otherwise written off due to asset impairment, the cost and the related accumulated amortization are removed from the accounts and any realized gain or loss is recognized at that time. Useful lives of intangible assets are periodically evaluated for reasonableness and the assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable.

~~F-7~~Intangible Assets – Goodwill

~~ADAPTIVE~~The Company’s ~~MEDIAS~~goodwill associated with its acquisitions is not amortized. Management reviews goodwill for impairment at least on an annual basis and at other times when existing conditions raise substantial questions about their recoverability. An impairment charge is recognized in the period which management determines that the assets are impaired. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows that are expected to result from the use and the eventual disposal of the asset, ~~INC~~as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

~~Notes~~Internal Use toSoftware ~~the~~Development ~~Consolidated Financial Statements~~Costs

~~December~~The Company 31incurs costs to develop software for internal use. The Company expenses all costs that relate to the planning and post implementation phases of development as research and development expense. The Company capitalizes costs when preliminary efforts are successfully completed, ~~2014~~management has authorized and ~~2013~~committed project funding, and it is probable that the project will be completed and will be used as intended. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized.

~~Media Graph Transaction~~F-10

~~On July 15, 2014, the Company executed~~ADAPTIVE ~~a Stock Purchase Agreement (the “Agreement”) with OneScreen~~MEDIAS, ~~Inc~~INC., a Delaware corporation (“OneScreen”), Media Graph, Inc., a Nevada corporation and OneScreen’s spun-off former subsidiary (“Media Graph”), and the shareholders of Media Graph (the “Selling Shareholders”), effective June 30, 2014, whereby the Company acquired certain assets of OneScreen, which immediately prior thereto were held by Media Graph, in exchange for 5,000,000 shares of the Company’s common stock (the “Acquisition”). On July 15, 2014, the parties to the Agreement executed the First Amendment to the Stock Purchase Agreement (the “Amendment”), which (i) amended the effective date of the Agreement to July 15, 2014, (ii) limited the scope of Section 5.04 of the Agreement to apply only to the Restricted Selling Shareholders, as defined in the Amendment, and (iii) added the Selling Shareholders as a signatory to the Agreement.

~~The following table summarizes the estimated~~Notes ~~fair values of the assets acquired and liabilities assumed at the date of acquisition and the allocation of the purchase price~~ to the ~~fair~~Consolidated ~~value~~Financial ~~of net assets acquired:~~Statements

Fixed assets	$	82,112
Intangibles		6,320,000
Goodwill		8,597,888
Total purchase price allocated	$	15,000,000

Convertible Debt and Warrants Issued with Convertible Debt

~~Going~~Convertible debt ~~Concern~~is accounted for under the guidelines established by ASC 470, Debt with Conversion and Other Options and ASC 740, Beneficial Conversion Features. We record a beneficial conversion feature (“BCF”) when convertible debt is issued with conversion features at fixed or adjustable rates that are below market value when issued. If, however, the conversion feature is dependent upon a condition being met or the occurrence of a specific event, the BCF will be recorded when the related contingency is met or occurs. The BCF for the convertible instrument is recorded as a reduction, or discount, to the carrying amount of the convertible instrument equal to the fair value of the conversion feature. The discount is then amortized to interest over the life of the underlying debt using the effective interest method.

~~The~~We calculate ~~Company’s~~the ~~consolidated~~fair ~~financial statements~~value ~~are~~of ~~prepared~~warrants ~~using~~issued ~~generally~~with ~~accepted~~the ~~accounting~~convertible ~~principles~~instruments inusing the ~~United~~Black-Scholes ~~States~~valuation ofmethod, ~~America~~using ~~applicable~~the same toassumptions aused ~~going~~for ~~concern which~~valuing ~~contemplates~~employee ~~the~~options ~~realization~~for purposes of ~~assets~~ASC ~~and~~718, ~~liquidation~~Compensation of– ~~liabilities~~Stock inCompensation, except that the ~~normal~~contractual ~~course~~life of ~~business.~~the ~~The~~warrant ~~Company~~is ~~has not~~used. ~~yet~~Under ~~established~~these anguidelines, ~~ongoing~~we ~~source~~allocate the value of ~~revenue~~the ~~sufficient~~proceeds toreceived ~~cover~~from a ~~its~~convertible ~~operating~~debt ~~costs~~transaction between the conversion feature and ~~allow~~any itother todetachable ~~continue~~instruments (such as warrants) on a ~~going~~relative fair ~~concern~~value basis. As ofThe ~~December~~allocated ~~31,~~fair ~~2014,~~value ~~the~~is ~~Company~~recorded ~~had~~as ana ~~accumulated~~debt ~~deficit~~discount ofor ~~$40,172,716~~premium and ~~generated~~is ~~net~~amortized ~~losses~~over inthe ~~2014~~expected ~~and~~term ~~2013. The ability~~ of the ~~Company~~convertible debt to ~~continue~~interest asexpense. For a ~~going~~conversion ~~concern~~price ischange ~~dependent~~of ona ~~the~~convertible ~~Company~~debt ~~obtaining~~issue, ~~adequate~~the ~~capital~~additional tointrinsic value ~~fund~~of ~~operating losses~~the ~~until~~debt itconversion ~~becomes~~feature, ~~profitable.~~calculated Ifas the ~~Company~~number isof ~~unable~~additional shares issuable due to ~~obtain~~a ~~adequate~~conversion ~~capital~~price change multiplied by the previous conversion price, itis ~~could~~recorded beas ~~forced~~additional todebt ~~cease~~discount orand ~~reduce~~amortized over the remaining life of ~~its~~the ~~operations~~debt.

InFor modifications ~~order~~of toconvertible ~~continue~~debt, aswe arecord ~~going concern,~~ the ~~Company~~modification ~~will~~that ~~need,~~changes ~~among~~the ~~other~~fair ~~things,~~value ~~additional~~of ~~capital~~an ~~resources.~~embedded Asconversion offeature, ~~December~~including a 31BCF, ~~2014,~~as ~~the~~a ~~Company~~debt ~~has~~discount ~~continued~~which we amortize to ~~raise~~ ~~funds~~interest ~~through~~expense over the ~~sale~~remaining life of ~~its~~the ~~equity~~debt. ~~securities~~If tomodification ~~obtain~~is ~~additional~~considered substantial ~~operating capital~~(i.e. ~~The~~greater ~~Company~~than is10% ~~dependent~~of ~~upon~~the ~~its ability~~carrying value of the debt), ~~and~~an ~~will~~extinguishment ~~continue~~of debt is deemed to ~~attempt~~have occurred, toresulting in ~~secure~~the ~~additional~~recognition ~~equity~~of ~~and/or~~an ~~debt~~extinguishment ~~financing~~gain ~~until~~or ~~the~~loss.

~~F-8~~Fair Value of Financial Instruments

~~ADAPTIVE~~We utilize ~~MEDIAS~~ASC 820-10, ~~INC~~Fair Value Measurement and Disclosure, for valuing financial assets and liabilities measured on a recurring basis. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of our Company. Unobservable inputs are inputs that reflect our Company’s assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

~~Notes~~Level 1. toObservable ~~the~~inputs ~~Consolidated~~such ~~Financial~~as ~~Statements~~quoted prices in active markets;

~~December~~Level 2. 31Inputs, ~~2014~~other ~~and~~than ~~2013~~the quoted prices in active markets, that are observable either directly or indirectly; and

~~Company~~Level 3. ~~can~~Unobservable ~~earn~~inputs ~~revenue~~in ~~and~~which ~~realize~~there ~~positive cash~~is ~~flow~~little ~~from~~or ~~its~~no ~~operations.~~market ~~There~~data, ~~are~~which norequire ~~assurances~~the ~~that~~reporting ~~the~~entity ~~Company~~to ~~will~~develop beits own assumptions.

~~successful~~As of inDecember ~~earning~~31, ~~revenue~~2015 and ~~realizing positive~~December ~~cash~~31, ~~flow~~2014, ~~from~~we ~~its~~did ~~operations.~~not ~~Without~~have ~~sufficient~~any ~~financing~~level it3 ~~would~~assets beor ~~unlikely~~liabilities. ~~that~~As ~~the~~of ~~Company~~December ~~will~~31, ~~continue~~2015, asthe aderivative ~~going~~liabilities ~~concern~~are considered level 2 items.

~~Based on the Company’s current rate~~Net ofIncome ~~cash~~(Loss) ~~outflows,~~Per cash on hand and proceeds from the recent sale of equity securities, management believes that its current cash will not be sufficient to meet the anticipated cash needs for working capital for the next 12 months.Share

~~The~~Basic earnings ~~Company’s~~per ~~plans~~share ~~with~~is ~~respect~~ calculated by dividing income available to ~~its~~common ~~liquidity~~stockholders ~~issues~~by ~~include,~~the ~~but~~weighted-average ~~are~~number ~~not~~of ~~limited~~common shares ~~to,~~outstanding during each period. Diluted earnings per share is computed using the ~~following:~~weighted average number of common and dilutive common share equivalents outstanding during the period.

1)Stock Based ~~Continue to raise financing through the sale of its equity and/or debt securities;~~Compensation

2)The Company ~~Continue~~recognizes tostock-based ~~issue~~compensation ~~restricted~~in ~~stock~~accordance ~~for~~with ~~compensation~~FASB ~~due~~ASC toTopic ~~consultants~~718 Stock Compensation, which requires the measurement and recognition of compensation expense for ~~its~~all ~~legacy~~share-based ~~accounts~~payment ~~payable~~awards inmade ~~lieu~~to ofemployees ~~cash~~and ~~payments;~~directors including employee stock options and employee stock purchases related to an employee stock purchase plan based on the estimated fair values.

3)For non-employee ~~Seek~~stock-based ~~additional~~compensation, ~~capital in~~ the ~~public~~Company ~~equity~~applies ~~markets~~FASB toASC ~~continue~~Topic ~~its~~505 ~~operations~~Equity-Based asPayments ~~it rolls out its current products in development, respond~~ to ~~competitive pressures~~Non-Employees, ~~develops~~which requires ~~new~~stock-based ~~products~~compensation ~~and~~related ~~services,~~to ~~and~~non-employees ~~supports~~to ~~new~~be ~~strategic~~accounted ~~partnerships.~~for ~~The~~based ~~Company~~on isthe ~~currently~~fair ~~evaluating~~value ~~additional~~of ~~equity~~the ~~financing~~related ~~opportunities~~stock ~~and~~or options ~~may~~or ~~execute~~the ~~them~~fair ~~when~~value ~~appropriate.~~of ~~However,~~the ~~there~~services ~~can~~on ~~be no assurances that~~ the ~~Company~~grant ~~can~~date, ~~consummate~~whichever ~~such~~is amore ~~transaction,~~readily ordeterminable ~~consummate~~in aaccordance ~~transaction~~with atFASB ~~favorable~~ASC Topic ~~pricing~~718.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and achieve profitable operations. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might result from this uncertainty.F-11

~~Note 2 – Basis of Presentation~~ADAPTIVE ~~and~~MEDIAS, ~~Summary of Significant Accounting Policies~~INC.

~~Basis~~Notes to ofthe ~~Presentation~~Consolidated Financial Statements

~~The accompanying consolidated financial~~Income statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States of America, and pursuant to the rules and regulations of the Securities and Exchange Commission and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ended December 31, 2014 and 2013.Taxes

OnThe Company ~~April~~accounts ~~14,~~for ~~2014,~~its ~~the~~income ~~shareholders~~taxes ~~of the~~in ~~Company~~accordance ~~authorized~~with ~~its~~Income ~~Board~~Taxes Topic of ~~Directors~~the toFASB ~~effectuate~~ASC ~~a reverse stock split~~740, ~~effective~~which asrequires recognition of deferred ~~the~~tax ~~close~~assets ofand ~~business~~liabilities onfor ~~July 14,~~future ~~2014.~~tax Asconsequences aattributable ~~result~~to ofdifferences between the ~~reverse~~financial ~~stock~~statement ~~split,~~carrying amounts ~~every~~of ~~thirty~~existing ~~issued~~assets and ~~outstanding~~liabilities ~~shares~~and oftheir ~~the~~respective ~~Company’s~~tax ~~common~~bases ~~stock was changed~~ and ~~converted~~tax ~~into~~credit ~~one~~carry ~~share~~forwards. ofDeferred ~~common~~tax ~~stock.~~assets ~~Following~~and liabilities ~~the~~are ~~reverse~~measured ~~stock~~using ~~split,~~enacted ~~the~~tax ~~Company~~rates ~~continues~~expected to ~~have~~apply ~~300,000,000 shares~~to oftaxable ~~common~~income ~~stock~~in ~~authorized~~the ~~for~~years ~~issuance.~~in Aswhich ~~required~~those bytemporary ~~the~~differences are ~~Financial~~expected ~~Accounting~~to ~~Standards~~be ~~Board’s~~recovered ~~(FASB”) Accounting~~or ~~Standards~~settled. ~~Codification~~The ~~(“ASC”)~~effect ~~Topic~~on ~~260-10-55-12~~deferred ~~“Earnings~~tax ~~per~~assets ~~Share”~~and ~~all~~liabilities ~~share~~of ~~and per-share~~a ~~computations~~change ~~presented~~ in ~~these~~tax ~~consolidated~~rates ~~financial~~is ~~statements~~recognized in ~~are~~operations ~~based~~in on the ~~new~~period ~~number~~that ofincludes ~~shares after~~ the ~~reverse stock~~enactment ~~split~~date.

~~Principles~~The Company also follows ASC 740-10-25, which provides detailed guidance for the financial statement recognition, measurement and disclosure of ~~Consolidation~~uncertain tax positions recognized in an enterprise’s financial statements in accordance with ASC Topic 740, “Accounting for Income Taxes”. ASC 740-10-25 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company believes it is no longer subject to income tax examinations for the years prior to 2011.

~~The consolidated financial statements~~Recently ~~include~~Issued ~~the~~Accounting ~~Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.~~Pronouncements

~~Reclassifications~~In May 2014, the FASB and the International Accounting Standards Board jointly issued ASU No. 2014-9, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP and International Financial Reporting Standards. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The ASU, as amended, is effective for public entities for annual and interim periods beginning after December 15, 2017. Early adoption is not permitted under U.S. GAAP and retrospective application is permitted, but not required. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial position and results of operations.

~~Certain~~In August ~~reclassifications~~2014, ~~have~~the ~~been~~FASB ~~made~~issued ASU No. 2014-15, Presentation of Financial Statement-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to ~~amounts~~Continue inas ~~prior~~a ~~periods~~Going Concern, which provides guidance under U.S. GAAP about management’s responsibility to ~~conform~~evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the ~~current~~amendments ~~period~~should ~~presentation~~reduce diversity in the timing and content of footnote disclosures. ~~All~~The ~~reclassifications~~ASU ~~have~~is ~~been~~effective ~~applied~~for ~~consistently~~all entities and for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The adoption of ASU No. 2014-15 is not expected to have a significant impact on the ~~periods~~Company’s ~~presented~~consolidated financial statements and related disclosures.

F-912

ADAPTIVE MEDIAS, INC.

Notes to the Consolidated Financial Statements

~~December~~Note 3 ~~31,~~– ~~2014~~Intangible ~~and 2013~~Assets

~~Use~~The following table summarizes the intangible assets as of ~~Estimates~~December 31, 2015 and December 31, 2014.

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

	December 31, 2015			December 31, 2014
Websites	$	11,297		$	11,297
Customer lists		306,505			306,505
Developed technology		3,995,098			4,883,034
Trade names		71,235			85,607
		4,384,135			5,286,443
Less: accumulated amortization	$	(4,088,730	)	$	(1,666,237	)
Identifiable intangibles, net		295,405			3,620,206

Goodwill		-			4,397,964

Intangible assets, net	$	295,405		$	8,018,170

~~Revenue~~Amortization commences ~~Recognition~~when the software for internal use is ready for its intended use and the amortization period is the estimated useful life of the related asset, which is generally three years. Amortization expense totaled $2,422,492 and $1,460,267 for the years ended December 31, 2015 and 2014, respectively.

~~The Company recognizes revenue when earned~~During ~~and~~2014, ~~related~~the ~~costs~~Company ofdetermined ~~sales~~that ~~and~~the ~~expenses~~intangible ~~when~~assets ~~incurred.~~associated ~~The~~with ~~Company~~the ~~recognizes~~Adaptive ~~revenue~~Media intransaction ~~accordance~~were ~~with~~partially ~~FASB ASC Topic 605-10-S99, Revenue~~impaired ~~Recognition,~~and ~~Overall~~$87,207 ~~SEC~~was ~~Materials ("Section 605-10-S99"). Section 605-10-S99 requires that four basic criteria must be met before revenue can be~~ recognized: ~~(1)~~as ~~persuasive~~impairment ~~evidence~~ of anintangibles ~~arrangement~~in ~~exists; (2) delivery has occurred or services rendered; (3)~~ the ~~fee~~accompanying is2014 ~~fixed~~consolidated ~~and~~statement ~~determinable; and (4) collectability is reasonably assured. Cost~~ of ~~revenue~~operations ~~consists~~as ofits ~~the~~fair ~~cost~~value ofis ~~the~~less ~~purchased~~than ~~goods~~its ~~and~~carrying ~~labor~~book ~~related to the corresponding sales transaction~~value. ~~When~~The agoodwill ~~right~~associated ofwith ~~return~~this ~~exists,~~transaction ~~the~~was ~~Company defers~~also ~~revenues~~impaired ~~until~~in the ~~right~~amount of ~~return expires~~$61,892. ~~The Company recognizes revenue from services at the time the services are completed.~~

~~Net~~During 2014, ~~Loss~~the ~~Per~~Company ~~Share~~determined ~~Calculation~~that the intangible assets associated with the Media Graph transaction were partially impaired and $2,292,599 was recognized as impairment of intangibles in the accompanying 2014 consolidated statement of operations, as their fair value is less than their carrying book value. The goodwill associated with this transaction was also impaired for $6,162,617.

~~Net loss per share is provided in accordance~~During ~~with FASB ASC 260-10~~2015, ~~Earnings~~ ~~per Share. Basic net loss per common share ("EPS") is computed by dividing net income (loss) available to common stockholders by~~ the ~~weighted~~Company ~~average~~determined ~~number~~that ~~of common shares outstanding for~~ the ~~period. Diluted~~intangible ~~earnings~~assets ~~per~~and ~~share~~goodwill isassociated ~~computed~~with ~~by dividing net income (loss) by~~ the ~~weighted~~Adaptive ~~average~~Media ~~shares~~transaction ~~outstanding, assuming all dilutive potential common shares~~ were ~~issued, unless doing so is anti-dilutive. The weighted average number of common shares outstanding~~impaired ~~for computing basic~~ and ~~diluted EPS for the years ended December 31~~$14,372 ~~2014~~ and ~~2013 were 9~~$1,~~233~~923,~~075~~795 ~~and~~was ~~3,355,003~~recognized ~~respectively. Potential~~as ~~dilutive~~impairment ~~common~~of ~~shares~~intangibles ~~amount to 4,357,604 and 5,159,744~~ in ~~2014~~the ~~and~~accompanying ~~2013,~~2015 ~~respectively,~~consolidated ~~and~~statement ~~were~~of ~~not~~operations as ~~used~~its infair ~~the~~value ~~calculation of~~is ~~diluted~~less ~~EPS~~than asits ~~the~~carrying ~~impact~~book ~~would~~value. ~~be anti-dilutive~~.

~~Intangible~~During 2015, ~~Assets~~the Company determined that the intangible assets and goodwill associated with the Media Graph transaction were impaired and $1,045,892 and $2,189,272 was recognized as impairment of intangibles in the accompanying 2015 consolidated statement of operations, as their fair value is less than their carrying book value.

~~Intangible assets consist of websites,~~During ~~customer lists~~2015, ~~content~~the ~~and~~Company ~~publisher~~determined ~~relationships,~~that ~~developed~~the ~~technology~~goodwill ~~and~~associated ~~trade~~with ~~names and are stated at cost. Expenditures of costs incurred to renew or extend~~ the ~~term~~Ember oftransaction awas ~~recognized~~impaired ~~intangible asset~~ and ~~materially~~$284,898 ~~extend~~was ~~the useful life are capitalized.~~recognized ~~When~~as ~~assets are sold or otherwise written off due to asset~~ impairment, ~~the~~of ~~cost~~intangibles ~~and~~in the ~~related~~accompanying ~~accumulated~~2015 ~~amortization~~consolidated ~~are~~statement ~~removed from the accounts and any realized gain or loss is recognized at that time. Useful lives~~ of ~~intangible~~operations, ~~assets~~as ~~are periodically evaluated for reasonableness and~~ the ~~assets~~fair ~~are~~value ~~tested~~is ~~for~~less ~~impairment~~than ~~whenever events or changes in circumstances indicate that~~their ~~the~~ carrying ~~amount~~book ~~may no longer be recoverable~~value.

~~Internal Use Software Development Costs~~F-13

~~The Company incurs costs to develop software~~ADAPTIVE for internal use. The Company expenses all costs that relate to the planning and post implementation phases of development as research and development expense. The Company capitalizes costs when preliminary efforts are successfully completedMEDIAS, ~~management has authorized and committed project funding, and it is probable that the project will be completed and will be used as intended~~INC. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. The Company capitalized $286,425 and $0 in internal use software costs during the years ended December 31 2014 and 2013, respectively, which are included in intangible assets on the accompanying consolidated balance sheets.

~~Amortization commences when the software~~Notes ~~is ready for its intended use and the amortization period is the estimated useful life of the related asset, which is generally two~~ to ~~three years. Amortization expense totaled $21,705 and $0 for~~ the ~~year~~Consolidated ~~ended~~Financial ~~December 31, 2014 and 2013, respectively.~~Statements

~~F-10~~Note 4 – Income Taxes

~~ADAPTIVE~~The Company ~~MEDIAS~~had net operating loss carryforwards (“NOLs”) as of December 31, ~~INC~~2015 of approximately $35.5 million for federal tax purposes and approximately $34.7 million for state tax purposes, portions of which are expiring at various years through 2034. The Company may be able to utilize its NOLs to reduce future federal and state income tax liabilities. However, these NOLs are subject to various limitations under Internal Revenue Code (“IRC”) Section 382. IRC Section 382 limits the use of NOLs to the extent there has been an ownership change of more than 50 percentage points. In addition, the NOL carryforwards are subject to examination by the taxing authority and could be adjusted or disallowed due to such exams. Although the Company has not undergone an IRC Section 382 analysis, it is possible that the utilization of the NOLs could be significantly limited.

~~Notes~~Components of tonet ~~the~~deferred ~~Consolidated~~tax ~~Financial~~assets ~~Statements~~(liabilities), including a valuation allowance, are as follows at December 31:

December 31, 2014 and 2013

	2015			2014
Net operating loss carryforwards	$	16,371,085		$	14,119,000
Stock-based compensation		5,147,313			3,972,000
Other		836,029			124,000
Valuation allowance		(22,354,427	)		(18,215,000	)
Total deferred tax assets	$	-		$	-

~~Intangible~~The change ~~Assets~~in –the ~~Goodwill~~valuation allowance for deferred tax assets as of December 31, 2015 and 2014 was $xxxx and $11,164,000, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2015 and 2014, and recorded a full valuation allowance.

~~The Company's goodwill associated with~~Reconciliation ~~its~~between ~~acquisitions~~the isstatutory ~~not~~rate ~~amortized. Management reviews goodwill for impairment at least on an annual basis~~ and ~~at other times when existing conditions raise substantial questions about their recoverability. An impairment charge is recognized in~~ the ~~period~~effective ~~which management~~tax ~~determines~~rate ~~that the assets are impaired. Recoverability~~ is ~~assessed~~as ~~based~~follows onat ~~the~~December carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows that are expected to result from the use and the eventual disposal of the asset31, ~~as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.~~2015:

Convertible Notes Payable

	2015			2014
Tax provision at statutory federal rate		34.0	%		34.0	%
Effects of:
State income tax expense, net of federal benefit		4.0	%		4.0	%
Change in valuation allowance		-28.0	%		(27	%)
Permanent differences		-10.0	%		(11	%)
Other		0.0	%		(0	%)
Effective tax rate		0.0	%		(0	%)

The Company evaluated the embedded conversion features within the convertible debt issued in 2013 under FASB ASC Topic 815 “Derivatives and Hedging” and determined that neither the embedded conversion feature nor the warrants qualified for derivative accounting. Additionally, the instruments were evaluated under FASB ASC Topic 470F-~~20 “Debt with Conversion and Other Options” for consideration of any beneficial conversion features.~~14

~~It was concluded that a beneficial conversion~~ADAPTIVE ~~feature~~MEDIAS, ~~existed for the convertible debt due to the relative fair value of the warrants issued with the debt~~INC.

~~The fair value of the warrants granted~~Notes ~~as a portion of the placement fee in connection with the convertible debt issued in 2013 were estimated~~ to ~~be $74,955 at~~ the ~~date of~~Consolidated ~~grant~~Financial using the Black-Scholes option pricing model and the following assumptions: market value of the stock on the grant date was $0.1250; risk-free interest rate of 3.90%; dividend yield of 0%; volatility factor of 400%; weighted average expected life of 3 years; expected forfeiture rate of 0%.Statements

~~The total debt discount recorded on the~~Note ~~date~~5 of– ~~issuance~~Notes was $424,600 (warrant relative fair value of approximately $222,221 and the beneficial conversion feature was approximately $202,379) which was amortized to interest expense over the term of the note. The Company had amortized $424,600 to interest expense in the consolidated statement of operations for the year ended December 31, 2013.Payable

On February 10, 2014, the Company ~~and Gemini Master Fund Ltd. (“Gemini”)~~ settled ~~the~~all obligations ~~contemplated~~under bya ~~the~~previously ~~Stock~~issued ~~Purchase Agreement and due under the~~ convertible note payable and cancelled the 133,334 warrants in exchange for: (i) the conversion of $105,000 of note principal at $02.~~075~~25 per share, for a total of 46,667 shares of Company common stock, pursuant to the terms of the ~~Note~~convertible note; and (ii) a cash payment of $275,000. The terms of this settlement were memorialized in the Settlement and General Release Agreement. ~~which~~This agreement settled all outstanding obligations with ~~Gemini~~the note holder. In connection with this transaction, the Company recognized a loss on the settlement of the debt in the amount of $79,014 in its operating results for the year ending December 31, 2014.

~~Income~~Issuance and ~~Taxes~~Repayments of Convertible Promissory Notes

~~The~~On July ~~Company~~14, ~~accounts~~2015, ~~for~~the ~~its~~Company ~~income~~entered ~~taxes in~~into ~~accordance~~a ~~with~~convertible ~~Income~~promissory ~~Taxes~~note ~~Topic~~with ofJohn Strong, the ~~FASB~~Company’s ~~ASC~~current ~~740~~Chief Executive Officer, ~~which~~in ~~requires~~the ~~recognition~~amount of ~~deferred~~$100,000. ~~tax~~The ~~assets~~principal ~~and~~amount ~~liabilities~~plus ~~for future~~5% ~~tax~~interest ~~consequences~~was ~~attributable~~ to ~~differences~~be ~~between~~repaid ~~the~~by ~~financial~~July ~~statement~~28, ~~carrying~~2015. ~~amounts~~A ofdefault ~~existing~~provision is ~~assets~~included ~~and~~in ~~liabilities and~~the ~~their~~note ~~respective~~to ~~tax~~which ~~bases~~the ~~and~~holder ~~tax~~may ~~credit~~elect ~~carry~~to ~~forwards.~~convert ~~Deferred~~the ~~tax~~entire ~~assets~~unpaid ~~and~~balance ~~liabilities~~including ~~are~~interest ~~measured~~into ~~using~~the ~~enacted tax~~Company’s ~~rates~~common ~~expected~~stock toat ~~apply~~a torate ~~taxable~~equal ~~income~~to in50% of the ~~years~~closing inbid ~~which~~price ~~those~~for ~~temporary~~the ~~differences~~trading ~~are~~day ~~expected~~immediately topreceding bethe ~~recovered~~date orof ~~settled~~the conversion. The ~~effect~~Company made payments on ~~deferred~~July ~~tax~~28, ~~assets~~2015 and ~~liabilities~~August of13, a2015, ~~change~~ in ~~tax~~full ~~rates~~satisfaction isof ~~recognized in operations in~~ the ~~period that includes the enactment date~~note.

~~The~~On July ~~Company~~14th, ~~also~~2015, ~~follows~~the ~~ASC~~Company ~~740-10-25, which~~entered ~~provides~~into ~~detailed~~a ~~guidance~~convertible ~~for~~promissory ~~the~~note ~~financial~~with ~~statement~~John ~~recognition,~~Strong ~~measurement~~in ~~and~~the ~~disclosure~~amount of ~~uncertain tax positions~~$100,000. ~~recognized~~The inprincipal anamount ~~enterprise’s~~plus ~~financial~~10% ~~statements~~interest inwas ~~accordance~~to ~~with~~be ~~ASC~~repaid ~~Topic~~by ~~740~~September 12t, ~~“Accounting for Income Taxes”~~2015. ~~ASC~~ ~~740-10-25~~A ~~prescribes~~default aprovision ~~recognition~~is ~~threshold~~included ~~and~~in the ~~measurement~~note ~~attribute~~to ~~for~~which the ~~financial~~holder ~~statement~~may ~~recognition~~elect ~~and~~to ~~measurement of~~convert athe ~~tax~~entire ~~position~~unpaid ~~taken~~balance orincluding ~~expected~~interest tointo bethe ~~taken~~Company’s incommon stock at a ~~tax~~rate ~~return.~~equal Itto ~~also~~50% ~~provides~~of ~~guidance~~the onclosing ~~derecognition,~~bid ~~classification,~~price ~~interest and~~for ~~penalties,~~the ~~accounting~~trading inday ~~interim~~immediately ~~periods,~~preceding ~~disclosure~~the ~~and~~date ~~transition~~of the conversion. The Company ~~believes~~made itpayment ison noSeptember ~~longer~~11, ~~subject~~2015 toin ~~income tax~~full ~~examinations~~satisfaction ~~for~~of the ~~years prior to 2011~~note.

In September 2015, the Company raised $1,250,000 in gross proceeds from the sale of a discount convertible debenture offering in the aggregate principal amount of $1,470,588 with a maturity date of September 4, 2016. The noteholders also received warrants to purchase 3,676,470 shares of common Stock, ~~Based~~exercisable ~~Compensation~~at $.50 per share through September 3, 2020. The placement agent received $100,000 in cash. The total principal amount of the debentures is issued with a 117.65% premium to the purchase price. The debentures have a maturity date of September 3, 2016, until which the debentures may be convertible any time into shares of the Company’s common stock at a conversion price equal to $0.30 per share.

The holders of these September 2015 discount convertible debentures also received warrants to purchase an aggregate of 3,676,470 shares of the Company’s ~~recognizes~~common stock~~-based~~, ~~compensation in~~par ~~accordance~~value ~~with~~$0.0001 ~~FASB~~per ~~ASC~~share, ~~Topic~~for ~~718 Stock~~an ~~Compensation~~exercise price of $0.50 per share for a period of five (5) years beginning March 3, ~~which~~2016, ~~requires~~or ~~the~~six ~~measurement~~(6) ~~and~~months ~~recognition~~from the date of ~~compensation~~issuance. At any time while these warrants are outstanding, ~~expense~~the ~~for~~Company ~~all~~shall sell or grant any option to purchase, or sell or grant any right to reprice, reset, “ratchet down” be entitled to receive shares of Common Stock at an effective price per share~~-based~~ ~~payment~~that ~~awards~~is ~~made~~less than the Exercise Price. According to ~~employees~~ASC ~~and~~815, ~~directors~~the ~~including~~Company ~~employee~~recorded ~~stock~~a ~~options~~derivative liability and ~~employee~~valued ~~stock~~the warrant using a multi-nomial model. The following were ~~purchases~~used ~~related~~to determine to anthe ~~employee~~value: ~~stock~~volatility ~~purchase~~of ~~plan~~168.71%, ~~based~~risk onfree rate of .28%. The Company valued the ~~estimated~~warrants ~~fair~~upon ~~values~~issuance for $975,985, then revalued at December 31, 2015, which resulted in a gain of $264,026.

~~F-11~~On October 7, 2015, the Company entered into a short term note payable with John B. Strong in exchange for $75,000. The note bears interest at 6% per annum and is due and payable on January 7, 2016.

~~ADAPTIVE~~On October ~~MEDIAS~~26, ~~INC~~2015, the Company entered into a convertible promissory note with an outside investor for a principal amount of $245,000 in exchange for $200,000 with a maturity date of February 25, 2016. The note is convertible at a conversion price of 60% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the conversion date. The note bears no interest unless an event of default occurs under which it would bear an interest rate of 22% per annum.

~~Notes~~On November 13, 2015, the Company entered into a convertible promissory note with an outside investor for a principal amount of $110,000 in exchange for $100,000 with a maturity date of May 31, 2016. The note is convertible at a conversion price of 60% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the ~~Consolidated~~conversion ~~Financial~~date. ~~Statements~~The note bears no interest unless an event of default occurs under which it would bear an interest rate of 22% per annum.

The holder of the November 2015 discount convertible debenture also received warrants to purchase an aggregate of 294,118 shares of the Company’s common stock, par value $0.0001 per share, for an exercise price of $0.50 per share for a period of five (5) years. At any time while these warrants are outstanding, the Company shall sell or grant any option to purchase, or sell or grant any right to reprice, reset, “ratchet down” be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price. According to ASC 815, the Company recorded a derivative liability and valued the warrant using a multi-nomial model. The following were used to determine to the value: volatility of 203.6%, risk free rate of .31%. The Company valued the warrants upon issuance for $37,417, then revalued the warrants at $17,697 on December 31, ~~2014~~2015, ~~and~~which ~~2013~~resulted in a gain of $19,720.

~~For non~~F-employee stock-based compensation, the Company applies FASB ASC Topic 505 Equity-Based Payments to Non-Employees, which requires stock-based compensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value of the services on the grant date, whichever is more readily determinable in accordance with FASB ASC Topic 718.15

~~Recently~~ADAPTIVE MEDIAS, ~~Issued Accounting Pronouncements~~INC.

~~In July 2013, the FASB issued Accounting~~Notes Standards Update (ASU) 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (Topic 740). ASU 2013-11 requires that unrecognized tax benefits be presented in the financial statements as a reduction to ~~a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except in certain circumstances. When those circumstances exist,~~ the ~~unrecognized~~Consolidated ~~tax benefit~~Financial should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The Company adopted this guidance effective January 1, 2014. The adoption of ASU 2013-11 did not have a significant impact on the Company’s consolidated financial statements.Statements

~~In May 2014, the FASB and the International~~Note ~~Accounting~~6 ~~Standards~~– ~~Board~~Stockholders’ ~~jointly~~Equity issued ASU No. 2014-9, Revenue from Contracts with Customers, which clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP and International Financial Reporting Standards. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. This ASU is effective for public entities for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted under U.S. GAAP and retrospective application is permitted, but not required. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial position and results of operations.

~~In August 2014, the FASB issued ASU No.~~Preferred 2014-15, Presentation of Financial Statement-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which provides guidance under U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. This ASU is effective for all entities and for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. The adoption of ASU No. 2014-15 is not expected to have a significant impact on the Company’s consolidated financial statements and related disclosures.Stock

~~Note~~The Company’s 3articles ~~– Intangible~~of ~~Assets~~incorporation authorize the Company to issue up to 50,000,000 preferred shares of $0.001 par value, having preferences to be determined by the Board of Directors for dividends, and liquidation of the Company’s assets. As of December 31, 2015 and 2014, the Company had no preferred shares outstanding.

~~The following table summarizes the intangible assets as of~~Common ~~December 31, 2014 and 2013.~~Stock

	Useful Lives	December 31, 2014			December 31, 2013
Websites	2 years	$	11,297		$	11,296
Customer lists	1 years		306,505			306,505
Developed technology	3 years		4,883,034			410,416
Trade names	3 years		85,607			85,607
			5,286,443			813,824
Less: accumulated amortization		$	(1,666,237	)	$	(205,969	)
Identifiable intangibles, net			3,620,206			607,855
Goodwill			4,397,964			2,270,585
Intangible assets, net		$	8,018,170		$	2,878,440

We are authorized to issue 300,000,000 shares of $0.001 par value common stock. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders and are not entitled to cumulate their votes in the election of directors. The holders of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available therefore subject to the prior rights of holders of any outstanding shares of preferred stock and any contractual restrictions against the payment of dividends on common stock. In the event of liquidation or dissolution of our Company, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive or other subscription rights and no right to convert their common stock into any other securities.

~~F-12~~Issuance of Common Stock

~~ADAPTIVE~~During the ~~MEDIAS~~year ended December 31, ~~INC~~2015, the Company issued 6,889,094 shares of its common stock for to various employees and consultants in exchange for services rendered. The aggregate fair value of these issuances was $2,694,147. Additionally, the Company issued and sold 2,164,661 shares of its common stock (including 981,229 shares related to anti-dilution clauses) to an accredited investor for an aggregate purchase price of $2,000,000. The total number of shares outstanding as of December 31, 2014 was 22,923,526.

~~Notes~~During the year ended December 31, 2014 the Company issued 555,309 shares of its common stock to various consultants in exchange for services rendered with an aggregate fair value of $2,145,026 or $3.86 per share on average. The Company also issued and sold 3,239,780 shares of its common stock to several accredited investors for an aggregate purchase price of $7,289,500 or $2.25 per share on average. The Company issued 64,993 shares of its common stock for settlement of $195,879 of accounts payable or $3.01 per share on average. The Company issued 5,000,000 shares of its common stock in connection with merger transactions with a fair value of $15,000,000 or $3.00 per share on average. Finally, in the ~~Consolidated~~year ~~Financial~~ended ~~Statements~~December 31, 2014, the Company issued 46,667 shares of its common stock in connection with a convertible note with a fair value of $105,000 or $2.25 per share. The total number of shares outstanding as of December 31, 2014 was 13,869,771.

~~December 31, 2014 and 2013~~F-16

~~For the years ended December 31, 2014, the amortization for~~ADAPTIVE ~~intangible assets was $1~~MEDIAS,~~460,267~~ ~~and $205,969, respectively~~INC. ~~The amortization expense for the years ending December 31, 2015, 2016 and 2017 are expected to be approximately $ 2,551,365, $2,245,488, and $489,590, respectively.~~

~~During 2014, the Company determined that~~Notes ~~the~~to ~~intangible assets associated with~~ the ~~Adaptive~~Consolidated ~~Media~~Financial transaction were partially impaired and $87,207 was recognized as impairment of intangibles in the accompanying 2014 consolidated statement of operations as its fair value is less than its carrying book value. The goodwill associated with this transaction was also impaired in the amount of $61,892.Statements

~~During 2014, the Company determined that~~Note ~~the~~7 ~~intangible~~– ~~assets~~Warrants ~~associated with the Media Graph transaction were partially impaired~~ and $2,292,599 was recognized as impairment of intangibles in the accompanying 2014 consolidated statement of operations, as their fair value is less than their carrying book value. The goodwill associated with this transaction was also impaired for $6,162,617.Options

~~The Company also recorded an impairment~~Stock ~~charge~~Option ~~in the amount of $342,610 during 2013 relating an acquisition made in 2012.~~Plans

~~Note~~The Company’s 4shareholders –approved ~~Income~~the ~~Taxes~~Company’s 2010 Stock Incentive Plan (the “2010 Plan”) on November 2, 2010. The Plan provides for the grant of non-statutory or incentive stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards to the Company’s employees, Officers, Directors or consultants. The Company’s Board of Directors administers the 2010 Plan, selects the individuals to whom options will be granted, determines the number of options to be granted, and the term and exercise price of each option. Stock options granted pursuant to the terms of the 2010 Plan generally cannot be granted with an exercise price of less than 100% of the fair market value on the date of the grant. The term of the options granted under the 2010 Plan cannot be greater than 10 years. Options vest at varying rates generally over three to five years along with performance based options.

~~The Company~~In ~~had~~September ~~net~~2013, ~~operating~~the ~~loss~~Company ~~carryforwards~~approved ~~(“NOLs”)~~the asincrease ofin ~~December~~the ~~31,~~number ~~2014~~ of ~~approximately~~shares ~~$35.5~~issuable ~~million~~pursuant ~~for federal~~to ~~tax~~the ~~purposes~~2010 ~~and~~Plan ~~approximately~~to ~~$34~~15,000,000.7 ~~million~~In December ~~for state tax purposes~~2013, ~~portions~~the ~~of which are expiring at various years through 2034. The~~ Company’s ~~may~~Board beof ~~able~~Directors toapproved ~~utilize~~an ~~its~~amendment ~~NOLs~~ to ~~reduce~~the ~~future~~Amended ~~federal~~ and ~~state~~Restated ~~income~~2010 ~~tax~~Stock ~~liabilities.~~Incentive ~~However,~~Plan ~~these~~which ~~NOLs~~increased ~~are~~the ~~subject~~number toof ~~various~~shares ~~limitations~~issuable ~~under~~pursuant ~~Internal~~to ~~Revenue Code (“IRC”) Section 382. IRC Section 382 limits~~ the ~~use~~Plan ofby ~~NOLs~~15,000,000 to ~~the~~30,000,000 ~~extent there has been an ownership change of more than 50 percentage points~~shares. InBoth ~~addition,~~amendments ~~the~~were ~~NOL carryforwards~~approved ~~are subject to examination~~ by the ~~taxing~~Company’s ~~authority~~shareholders. ~~and~~Upon ~~could~~completion beof ~~adjusted~~the orReverse ~~disallowed~~Stock ~~due~~Split toon ~~such~~April ~~exams.~~14, ~~Although~~2014, the Company ~~has~~ ~~not~~continues ~~undergone~~to ~~an IRC Section 382 analysis~~have 30,000,000 itshares isissuable ~~possible~~pursuant ~~that~~to the ~~utilization~~2010 ~~of the NOLs could be significantly limited~~Plan.

~~Components~~On February 5, 2013 the Company’s Board of ~~net~~Directors ~~deferred~~adopted ~~tax~~the ~~assets~~ 2013 Consultant Stock Plan (~~liabilities~~the “2013 Plan”) and reserved 2,000,000 ~~including~~shares aof ~~valuation~~the ~~allowance,~~Company’s ~~are~~common asstock ~~follows~~for atissuance thereunder. During the year ended December 31: , 2013, all 2,000,000 shares were issued under this 2013 Plan.

	December 31,
	2014			2013
Net operating loss carryforwards		14,119,000			4,043,000
Stock-based compensation		3,972,000			3,244,000
Other		124,000			(236,000	)
Valuation allowance		(18,215,000	)		(7,051,000	)
Total deferred tax assets	$	-		$	-

The following table reflects the option activity during the year ended December 31, 2015 and 2014:

The change in the valuation allowance for deferred tax assets as of December 31, 2014 and 2013 was $11,164,000 and $5,522,115, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2014 and 2013, and recorded a full valuation allowance.

	Common			Average
	Shares			Exercise Price
Outstanding as of January 1, 2014		542,056		$	3.60
Granted		1,058,770			-
Exercised		-			-
Forfeited, cancelled, expired		(122,849	)		2.59
Outstanding as of December 31, 2014		1,477,977		$	1.11
Granted		151,667			1.86
Exercised		(202,706	)		0.48
Forfeited, cancelled, expired		(1,033,063	)		0.92
Outstanding as of December 31, 2015		393,875		$	0.49

~~Reconciliation~~To value ~~between~~options granted during the ~~statutory~~year ~~rate~~ended ~~and~~December 31, 2015, the ~~effective~~Company used the Black-Scholes option pricing model based upon ~~tax~~the following assumptions: term of 3 years, average risk free interest rate isof as.99%, ~~follows~~a atdividend yield of 0% and a volatility of 338%. For the year ended December 31, ~~2014:~~2015 the company recorded stock option compensation expense of $242,221. As of December 31, 2015, 28,219,022 shares were available for future grants.

	December 31,
	2014			2013
Tax provision at statutory federal rate		34	%		34	%
State Income tax expense, net of federal benefit		4	%		6	%
True up beginning deferreds		0	%		37	%
Change in valuation allowance		(27	)%		(65)	%
Permanent differences		(11	)%		(10)	%
Other		(0	)%		(2)	%
Effective tax rate		(0	)%		0	%

For the year ended December 31, 2014, the Company granted 1,058,770 options to purchase its common stock while recording stock compensation expense for these options of $471,043 using the Black-Scholes option pricing model based upon the following assumptions: term of 5 years, risk free interest rate ranging from 1.50% ~ 1.51%, a dividend yield of 0% and a volatility rate ranging from 133% ~ 145%. In that same period, 122,849 stock options were cancelled by the Company as they had been issued to certain consultants and employees who no longer provided services to the Company.

F-1317

ADAPTIVE MEDIAS, INC.

Notes to the Consolidated Financial Statements

~~December 31, 2014 and 2013~~Warrants

~~Note~~The following 5table –reflects ~~Notes~~warrant ~~Payable~~activity during the year ended December 31, 2015 and 2014:

Convertible Notes

	Warrants for			Weighted
	Common			Average
	Shares			Exercise Price
Outstanding and exercisable as of January 1, 2014		1,550,959		$	4.80
Granted		1,462,002			3.00
Exercised – cash		-			-
Exercised - cash-less exercise		-			-
Forfeited, cancelled, expired		(133,334	)		2.25
Outstanding and exercisable as of December 31, 2014		2,879,627		$	4.00
Granted		5,826,949			0.99
Exercised – cash		-			-
Exercised - cash-less exercise		-			-
Forfeited, cancelled, expired		(166,667	)		0.50
Outstanding as of December 31, 2015		8,539,909		$	2.02

On May 21, 2013, the Company and Gemini entered into a Security Purchase Agreement for the purchase and sale of a convertible promissory note agreement for a principal amount of $425,000 with an original issue discount of $25,000, a legal fee payment requirement of $5,000 and a placement agent fee of $32,000 for net proceeds of $363,000. A portion of the placement agent fee was paid through the issuance of 22,000 warrants to purchase common stock of the Company. The value of these warrants was estimated at $74,955 using the BlackF-~~Scholes option pricing model with the following inputs: discount rate of 3.90%, volatility of 400% and a term of three years.~~18

~~The maturity date was December 31,~~ADAPTIVE ~~2013 with an annual interest rate of 8%. At any time after the issuance date until the note was no longer outstanding~~MEDIAS, ~~this~~ ~~note was convertible, in whole or in part, into 141,667 shares of common stock of the Company at a per share price of $3~~INC.00, at the option of the holder subject to certain conversion limitations. Concurrently with the issuance of such note, the holder was granted a warrant to purchase 133,334 shares of the Company’s common stock with a strike price of $7.50, subject to certain potential adjustments to the strike price and including a cash-less exercise provision. The fair value of these warrants was estimated at $222,221 using the Black-Scholes option pricing model with the following inputs: Discount Rate of 3.90% and Volatility of 400% and a term of three years.

OnNotes to ~~December 16, 2013~~ the ~~Company~~Consolidated ~~amended the~~Financial ~~note agreement such that:~~Statements

~~(a) the Company would immediately~~Note ~~pay~~8 ~~$100,000~~– toIncome ~~Holder~~ (~~the “Payment”~~Loss), ~~and~~Per ~~such Payment would not be subject to any prepayment premium;~~Share

Net income (bloss) ~~Holder~~per ~~would~~share ~~convert~~is ~~$59~~provided in accordance with FASB ASC 260-10,~~000~~ “Earnings per Share”. Basic net income of(loss) ~~unpaid~~per ~~principal~~common ~~into~~share ~~the~~(“EPS”) is computed by dividing net income (loss) available to common ~~stock~~stockholders by the weighted average number of common shares outstanding for the ~~Company~~period. atDiluted $2earnings (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued, unless doing so is anti-dilutive.25 The numerators and denominators used to calculate basic and diluted income (loss) per share; are as follows for the years ended December 31, 2015 and 2014:

	Years ended December 31,
	2015			2014
Numerator for income (loss) per share:
Net income (loss) attributable to common shareholders	$	(15,586,739	)	$	(18,849,726	)
Numerator for diluted income (loss) per share	$	(15,586,739	)	$	(18,849,726	)

Denominator for income (loss) per share:
Weighted average common shares		17,772,497			9,233,075
Convertible note payable		-			-
Options		-			-
Warrants		-			-
Denominator for diluted income (loss) per share		17,772,497			9,233,075

~~(d)~~The following ~~the~~shares ~~total~~are ~~outstanding~~not ~~balance of~~included in the ~~loan~~computation ~~contemplated~~of bydiluted income (loss) per share, because their conversion prices exceeded the ~~original~~average ~~documents~~market ~~would~~price beor ~~reduced~~their toinclusion ~~$300,000;~~would ~~and~~be anti-dilutive:

(e) the maturity date contemplated by the original documents would be extended from December 31, 2013 until May 31, 2014.

	Years ended December 31,
	2015		2014
Convertible notes		5,008,461		-
Options		393,875		1,586,482
Warrants		8,539,909		2,879,627
Total anti-dilutive weighted average shares		13,942,245		4,466,109

~~The respective discounts were being amortized~~If ~~over~~all ~~the~~dilutive ~~period~~securities ~~from~~had ~~the~~been ~~commitment~~exercised ~~date~~at ~~until~~December ~~the~~31, ~~notes~~2015 ~~become convertible by~~ the ~~holder~~total ~~and~~number ~~all~~of ~~such~~common ~~discounts~~shares ~~were~~outstanding ~~fully~~would ~~amortized by~~be ~~December~~as ~~31, 2013.~~follows:

As of December 31, 2013, outstanding convertible notes payable were $300,000. As of December 31, 2014, there were no outstanding convertible notes payable balance. On February 10, 2014, the Company and Gemini settled the obligations under the convertible note payable and cancelled the 133,334 warrants in exchange for: (i) the conversion of $105,000 of note principal at $2.25 per share, for a total of 46,667 shares of Company common stock, and (ii) a cash payment of $275,000. The terms of this settlement were memorialized in the Settlement and General Release Agreement. This agreement settled all outstanding obligations with Gemini. In connection with this transaction, the Company recognized a loss on the settlement of the debt in the amount of $79,014.

Common shares			22,923,526
Convertible notes			5,008,461
Options			393,875
Warrants			8,539,909
Total potential shares			36,865,771

On May 15, 2013, the Company entered into an unsecured convertible note agreement with a principal amount of $75,000 and paid financing fees of $4,000 for net proceeds of $71,000. The maturity date was September 1, 2013 with an annual interest rate of 10%. As of December 31, 2013, this note was paid inF-~~full.~~19

~~On June 14, 2013, the Company entered~~ADAPTIVE ~~into a convertible note agreement with a principal amount of $35~~MEDIAS,~~000 and~~ ~~paid financing fees of $2,500 for net proceeds of $32,500~~INC. ~~The maturity date of this note was July 1, 2013 with an annual interest of 10%. As of December 31, 2013, this note was paid in-full.~~

~~F-14~~Notes to the Consolidated Financial Statements

~~ADAPTIVE~~Note 9 ~~MEDIAS,~~– ~~INC.~~Concentrations

~~Notes~~The following totable reflects the ~~Consolidated~~concentration ~~Financial~~of ~~Statements~~revenue during the years ended December 31, 2015 and 2014:

December 31, 2014 and 2013

	Years ended December 31,
	2015			2014
Customer 1		30	%		3	%
Customer 2		10	%		0	%
Customer 3		3	%		16	%
Customer 4		5	%		15	%

~~Short-Term~~Customers in ~~Advances~~excess of 10% or more as included in the table above represent $1,168,927 and $585,673 of gross accounts receivable as of December 31, 2015 and 2014, respectively.

~~During the year ended December 31, 2013,~~Note ~~the~~10 ~~Company~~– ~~received~~Commitments ~~short term advances in aggregate amount of $41,200 from two parties with no formal payment arrangements~~ and ~~no interest requirements. As of December 31, 2013, the $41,200 had been paid in-full.~~Contingencies

~~Note~~Office Lease ~~6 – Stockholders’ Equity (Deficit)~~Agreements

~~Preferred~~On September ~~Stock~~22, 2015 the Company signed a lease for office space in Irvine, California, and subsequently moved its operation to this location. This lease expires in September 2018 and carries a current monthly rent of approximately $5,350.

The Company's ~~articles~~is ofalso ~~incorporation~~still ~~authorize~~under ~~the~~lease ~~Company to~~for ~~issue~~its upprevious ~~to 50,000,000 preferred~~office ~~shares~~space ofin ~~$0.001 par value~~Irvine, ~~having~~California ~~preferences~~that toexpires bein ~~determined~~March by2017. ~~the~~The ~~Board~~current ofmonthly ~~Directors~~rent ~~for~~is ~~dividends~~approximately $13,100. ~~and~~The ~~liquidation of the~~ Company's ~~assets.~~plans Asto ofsublet ~~December~~this ~~31,~~location ~~2014~~in ~~and 2013,~~ the ~~Company~~near ~~had no preferred shares outstanding~~future.

~~Common~~Future minimum ~~Stock~~lease payments under non-cancelable operating leases as of December 31, 2015 are as follows:

As of December 31, 2014 and 2013, the Company had 300,000,000, $0.001 par value shares of common stock authorized. The holders are entitled to one vote for each share on matters submitted to a vote to shareholders, and to share pro rata in all dividends payable on common stock after payment of dividends on any preferred shares having preference in payment of dividends.

Years ending December 31,
2016	$	205,275
2017		103,776
2018		52,497
Total	$	361,548

~~During~~ For the ~~year~~years ended December 31, ~~2014 the~~2015 ~~Company~~and ~~issued~~2014 ~~555,309~~rent ~~shares~~expense ofwas ~~its common stock to various consultants in exchange for services rendered with an aggregate fair value of~~ $2181,~~145,026~~281 ~~or $3.86 per share on average. The Company also issued~~ and ~~sold 3,239,780 shares of its common stock to several accredited investors for an aggregate purchase price of~~ $7135,~~289~~533,~~500~~ ~~or $2~~respectively.25 per share on average. The Company issued 64,993 shares of its common stock for settlement of $195,879 of accounts payable or $3.01 per share on average. The Company issued 5,000,000 shares of its common stock in connection with merger transactions with a fair value of $15,000,000 or $3.00 per share on average. Finally, in the year ended December 31, 2014, the Company issued 46,667 shares of its common stock in connection with a convertible note with a fair value of $105,000 or $2.25 per share.

~~The total number of shares outstanding~~Legal ~~as of December 31, 2014 was 13,869,771.~~Proceedings

~~During the year ended December 31~~OneScreen, ~~2013~~ the Company issued 360,589 shares of its common stock to various consultants in exchange for services rendered with an aggregate fair value of $4,154,665 or $11.52 per share on average. The Company also issued 95,834 shares of its common stock to consultants in a cash-less exercise of warrants. Additionally, the Company issued and sold 915,278 shares of its common stock to several accredited investors for an aggregate purchase price of $2,365,000 or $2.58 per share on average. The Company issued 144,643 shares of its common stock for settlement of $577,805 of accounts payable or $3.99 per share on average. The Company issued 1,351,465 shares of its common stock in connection with merger transactions with a fair value of $3,299,336 or $2.44 per share on average. This number includes 6,667 shares held in escrow in connection to the transaction with Lone Wolf, Inc., ~~and 16,293 shares that were issued as part of the transaction with Ember, Inc~~v. ~~that were canceled on December 31~~Patel, ~~2013.~~Orange ~~Finally,~~County inSuperior ~~the~~Court ~~year~~Case ~~ended December 31, 2013, the Company issued 26,223 shares of its common stock in connection with a convertible note with a fair value of $59,000 or $2~~No.25 ~~per share.~~30-2014-00699812

~~The~~OneScreen initiated ~~total~~the ~~number~~lawsuit ofagainst ~~shares~~Atul ~~outstanding~~Patel (“Mr. Patel”). Mr. Patel subsequently filed a cross-complaint asserting claims asagainst ofnumerous ~~December~~cross-defendants, 31including the Company. Mr. Patel asserted various claims in his Second Amended Cross-Complaint against the Company, ~~2013~~including ~~was~~claims 4for conversion,~~963~~ fraudulent transfers,~~022~~ and successor liability. On October 21, 2015, the court heard the Company’s demurrer to Mr. Patel’s Second Amended Cross-Complaint. The court has taken the motion under submission, and it has not issued a formal ruling on the demurrer. The Company intends to vigorously defend against Mr. Patel’s claims.

FAdOn Network, LLC v. OneScreen, Inc., et al., San Francisco Superior Court Case No. CGC-1514-542878

~~ADAPTIVE~~AdOn Network, ~~MEDIAS~~LLC (“AdOn”) originally filed suit against OneScreen arising out of an alleged settlement agreement that OneScreen entered into with AdOn on March 14, ~~INC~~2014. AdOn asserts that OneScreen breached the settlement and asserts various contractual and quasi-contractual claims against OneScreen. AdOn is seeking damages in excess of $590,000 along with attorneys’ fees and other remedies. In its First Amended Complaint, Plaintiff also sued the Company for successor liability for OneScreen’s alleged debts. The Company demurred to the First Amended Complaint, but the court denied the demurrer. The Company has answered the First Amended Complaint and intends to vigorously defend against the claims.

~~Notes~~MeetMe, Inc. tov. ~~the~~Beanstock ~~Consolidated~~Media, ~~Financial~~Inc., ~~Statements~~et al., Philadelphia Court of Common Pleas

~~December~~On September 3129, ~~2014~~2015, MeetMe, Inc. (“MeetMe”) filed suit against Beanstock Media, Inc. (“Beanstock”) and the ~~2013~~Company. MeetMe asserts breach of contract claims regarding an alleged debt that it claims it is owed by Beanstock. MeetMe also claims that the Company allegedly guaranteed Beanstock’s debt through a subsequent agreement. The Company’s deadline to respond to the Complaint is November 4, 2015 and it intends to vigorously defend against the claims.

~~Note 7 – Warrants and Options~~F-20

~~Stock~~ADAPTIVE MEDIAS, ~~Option Plans~~INC.

~~The Company’s shareholders approved~~Notes the Company’s 2010 Stock Incentive Plan (the “2010 Plan”) on November 2, 2010. The Plan provides for the grant of non-statutory or incentive stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards to the ~~Company’s~~Consolidated ~~employees,~~Financial Officers, Directors or consultants. The Company’s Board of Directors administers the 2010 Plan, selects the individuals to whom options will be granted, determines the number of options to be granted, and the term and exercise price of each option. Stock options granted pursuant to the terms of the 2010 Plan generally cannot be granted with an exercise price of less than 100% of the fair market value on the date of the grant. The term of the options granted under the 2010 Plan cannot be greater than 10 years. Options vest at varying rates generally over three to five years along with performance based options.Statements

~~In September 2013, the Company approved~~Adaptive ~~the increase in the number of shares issuable pursuant to the 2010 Plan to 15~~Medias,~~000,000.~~ In December 2013, the Company’s Board of Directors approved an amendment to the Amended and Restated 2010 Stock Incentive Plan which increased the number of shares issuable pursuant to the Plan by 15,000,000 to 30,000,000 sharesInc. ~~Both amendments have also been approved by the Company’s shareholders~~v. ~~Upon~~Jim ~~completion of the Reverse Stock Split on April 14~~Waltz, ~~2014,~~et ~~the Company continues to have 30~~al.,~~000,000~~ ~~shares~~Orange ~~issuable pursuant~~County toSuperior ~~the~~Court ~~2010~~Case ~~Plan~~No. 30-2015-00812007-CU-FR-CJC

~~During~~On September 28, 2015, the ~~year~~Company ~~ended~~filed ~~December~~suit ~~31,~~against ~~2014~~former director Jim Waltz (“Mr. Waltz”), ~~options~~Beanstock ~~for~~and 1MeetMe,~~058,770~~ ~~shares~~Inc. ~~had~~The ~~been~~Company ~~granted,~~asserts ~~with~~various 0claims ~~shares~~relating ~~exercised,~~to ~~122~~Mr. Waltz’ self-dealing as a director of the Company ,~~849~~ ~~shares~~including ~~forfeited~~fraudulent conduct ~~and~~that ~~cancelled~~resulted in Adaptive Medias paying and 1allegedly guaranteeing obligations incurred by Beanstock. Among other relief,~~477~~ the Company seeks to recover the monies that were paid to MeetMe,~~977~~ ~~outstanding~~and it seeks to void and/or ~~28,522,023~~rescind the obligations Adaptive ~~shares~~Medias ~~available~~allegedly ~~for~~incurred ~~future~~as ~~grant.~~a ~~Shares~~result ~~authorized~~of ~~under~~Mr. ~~the~~Waltz’ ~~amended~~fraudulent ~~2010~~conduct ~~Plan~~and ~~will~~breaches beof ~~available~~his ~~for~~fiduciary ~~issuance~~duties. ~~pursuant~~None toof ~~options~~the ordefendants ~~awards~~have ~~granted~~yet ~~under~~responded to the ~~Plan~~Complaint.

~~During the year ended December 31, 2013,~~Other ~~options~~Commitments ~~for 774,750 shares had been granted, with 10,000 shares exercised, 567,528 forfeited~~ and ~~542,056 outstanding and 29,457,944 shares available for future grant.~~Contingencies

~~The following~~On ~~table~~October ~~reflects~~27, 2015, the ~~option~~Company ~~activity~~entered ~~during~~into ~~the~~a ~~years~~settlement ~~ended~~agreement ~~December~~with 31a vendor to settle $30,247 ~~2014~~in ~~and~~payables ~~2013:~~for $20,000.

	Common			Average
	Shares			Exercise Price
Outstanding as of December 31, 2012		344,834		$	12.60
Granted		774,750			4.80
Exercised		(10,000	)		6.00
Forfeited, cancelled, expired		(567,528	)		9.30
Outstanding as of December 31, 2013		542,056		$	3.60
Granted		1,058,770			0.00
Exercised		-			-
Forfeited, cancelled, expired		(122,849	)		2.59
Outstanding as of December 31, 2014		1,477,977		$	1.11

Rescission of Previously Announced and Accrued Settlement

~~During~~On May 6, 2015, the ~~year~~Company ~~ended~~entered ~~December~~into ~~31,~~a ~~2013,~~Confidential Settlement Agreement and Mutual Release (the ~~Company~~“Settlement”) ~~issued~~with ~~774~~Gregg Templeton,~~750~~ ~~options~~pursuant to ~~purchase~~which ~~its~~the ~~common~~Company ~~stock~~and ~~while~~Mr. ~~recording~~Templeton ~~stock~~agreed ~~compensation~~to ~~expense~~mutually ~~for~~release one another from any and all obligations under previous consulting arrangements between the parties. Pursuant to the terms of the ~~options~~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 $2405,~~551~~000; (ii) 318,~~367~~343 ~~using~~ shares of the ~~Black~~Company’s common stock; and (iii) a five-~~Scholes~~year ~~option~~warrant ~~pricing~~to ~~model~~purchase ~~based~~1,500,000 ~~upon~~shares of the ~~following~~Company’s ~~assumptions:~~common ~~term~~stock at a price of $3-5.00 ~~years~~per share. This settlement was authorized by two of three Board members and was accrued as of March 31, ~~risk~~2015. ~~free~~It ~~interest~~was ~~rate~~later ~~ranging~~determined that the settlement document itself was never signed by an officer ~~from~~of 0the Company and the Company has no intentions of settling this issue on the terms noted above.~~07%~~ ~Further, $0the Chairman of the Board, being the only sitting Board member rescinded the Board authorization for this settlement on July 22, 2015.~~75%~~ As a result of this rescission, the Company reversed $3,768,485 as a ~~dividend~~component ~~yield~~of “Other Income” in the accompanying statements of 0%operations for the three and ayear ~~volatility~~ended ~~rate~~December 31, 2015 in the line item, “Reversal of ~~400%~~previously accrued settlement”.

~~For the year ended December 31, 2014,~~Reversals ~~the Company granted 1,058,770 options to purchase its common stock while recording stock compensation expense for these options~~ of ~~$471,043~~Certain using the Black-Scholes option pricing model based upon the following assumptions: term of 5 years, risk free interest rate ranging from 1.50% ~ 1.51%, a dividend yield of 0% and a volatility rate ranging from 133% ~ 145%. In that same period, 122,849 stock options were cancelled by the Company as they had been issued to certain consultants and employees who no longer provided services to the Company.Liabilities

~~F-16~~During the three months ended December 31, 2015, the Company reversed certain legacy liabilities in the amount of $658,000 that were carried over from the Mimvi transaction in 2013. Upon the Company’s review, it was determined that these amounts did not represent valid liabilities. In addition, certain liabilities recorded in prior years in the amount of $315,000 were determined to be invalid and were reversed. The aggregate of these reversals in the amount of $973,000 were recorded as a component of “Other income” in the accompanying statements of operations for the year ended December 31, 2015

~~ADAPTIVE~~Effective October ~~MEDIAS~~1, ~~INC~~2014, the Company contracted with its majority stockholder to provide consulting services. For the year ended December 31, 2014, the Company recognized $58,000 of expense for services rendered by the consultant, $42,000 of which was paid and $16,000 was included in accounts payable as of December 31, 2014.

~~Notes~~Effective April 1, 2014, the Company contracted with a consultant to perform services requested by the ~~Consolidated~~Company ~~Financial~~on ~~Statements~~a non-exclusive basis. On May 7, 2014, this consultant was appointed by the Company’s Board of Directors as a member thereof. For the year ended December 31, 2014, the Company recognized $493,706 of expense for services rendered by this consultant/Director, $228,202 of which was paid in cash, $242,985 of which was paid with restricted stock and $22,519 of which was included in accounts payable as of December 31, 2014.

~~December~~Note 11 ~~31,~~– ~~2014~~Subsequent ~~and 2013~~Events

~~For~~The Company follows the ~~years~~guidance ~~ended~~in ~~December~~FASB 31ASC Topic 855, ~~2014~~Subsequent ~~and~~Events ~~2013~~(“ASC 855”), ~~the~~which ~~Company~~provides ~~recorded~~guidance to ~~$2,145,026~~establish general standards of accounting for and ~~$2,551,367as~~disclosures ~~stock~~of ~~compensation~~events ~~expense~~that ~~for~~occur ~~these~~after the balance sheet date but before ~~options,~~the ~~respectively~~consolidated financial statements are issued or are available to be issued. OfASC 855 sets forth (i) the ~~total~~period after the balance sheet date during which management of a reporting entity evaluates events or transactions that may occur for potential recognition or disclosure in ~~2014,~~the $1consolidated financial statements,~~206,852~~ is(ii) ~~reflected~~the circumstances under which an entity should recognize events or astransactions ~~stock~~occurring ~~compensation~~after ~~expense~~the ~~and~~balance ~~$938~~sheet date in its consolidated financial statements,~~174~~ isand ~~reflected~~(iii) asthe adisclosures ~~component~~that ofan entity ~~general~~should ~~and~~make ~~administrative~~about ~~expenses~~events or transactions that occurred after the balance sheet date.

~~2013~~On January ~~Consultant~~16, ~~Stock~~2016 ~~Plan~~the Company entered into a settlement agreement with a vendor to settle $55,137 in payables for $58,593 including fees and costs.

The Company’s Board of Directors adopted the 2013 Consultant Stock Plan (the “2013 Plan”) on February 5, 2013 and reserved 2,000,000 shares of the Company’s common stock for issuance thereunder. During the year ended December 31, 2013, all 2,000,000 shares were issued under this 2013 Plan.F-21

~~Warrants~~ADAPTIVE MEDIAS, INC.

~~The~~Notes to ~~following table reflects warrant activity during~~ the ~~years ended~~Consolidated ~~December~~Financial ~~31, 2014 and 2013:~~Statements

	Warrants for			Weighted
	Common			Average
	Shares			Exercise Price
Outstanding and exercisable as of December 31, 2012		574,667		$	9.90
Granted		1,335,959		$	4.20
Exercised – cash		(66,667	)	$	3.00
Exercised - cash-less exercise		(95,834	)	$	3.00
Forfeited, cancelled, expired		(197,166	)	$	6.00
Outstanding and exercisable as of December 31, 2013		1,550,959		$	4.80
Granted		1,462,002		$	3.00
Exercised – cash		-		$	-
Exercised - cash-less exercise		-		$	-
Forfeited, cancelled, expired		(133,334	)	$	2.25
Outstanding as of December 31, 2014		2,879,627		$	4.00

Loan transactions

~~During~~On February ~~the year ended December 31~~22, ~~2013~~2016, the Company ~~issued~~entered ~~1,335,959~~into ~~warrants~~a toconvertible ~~purchase~~promissory ~~its~~note ~~common~~with ~~stock~~an ~~and~~outside ~~recorded~~investor ~~deferred financing cost~~ for ~~133,333~~ ~~warrants with~~a anprincipal ~~estimated~~amount ~~fair value~~ of $4245,~~955 and~~000 in ~~debt~~exchange ~~discount~~for of $~~222~~220,~~221 for 133,334 warrants~~400 ~~using~~with ~~the~~a ~~Black-Scholes option~~maturity ~~pricing~~date ~~model~~of ~~based~~November ~~upon~~19, ~~the~~2016. ~~following~~The ~~assumptions:~~note ~~term~~is ~~of 3 years,~~convertible ~~risk~~at ~~free~~a ~~interest~~conversion ~~rate~~price ~~ranging~~of ~~from 3.90~~60%, of the alowest ~~dividend~~trading ~~yield~~price of 0% ~~and~~the aCompany’s ~~volatility~~common ~~rate~~stock ~~of 400%~~for ~~(see~~the ~~Note~~previous ~~5).~~20 ~~The~~trading ~~remaining~~days ~~warrants~~prior ~~were~~to ~~issued~~the ~~with~~conversion ~~the~~date. ~~sale~~The note ofbears ~~common~~interest ~~stock~~at 12% per annum.

~~During~~The holder of the ~~year~~February ~~ended~~22, ~~December~~2016 ~~31,~~discount ~~2014, the~~convertible ~~Company~~debenture ~~issued~~also ~~1,462,002~~received warrants to purchase ~~its~~an ~~common~~aggregate ~~stock.~~of ~~The~~1,276,042 ~~warrants~~shares of ~~are~~the ~~non-forfeitable~~Company’s ascommon ofstock, ~~December~~par ~~31,~~value ~~2014~~$0. In0001 ~~that~~per ~~same period~~share, ~~133,334~~for ~~warrants~~an ~~were~~exercise ~~cancelled~~price inof ~~connection~~$0.50 ~~with~~per ashare ~~settlement~~for of a ~~note~~period ~~payable~~of five (~~see Note~~ 5) years.

AsOn February ~~of December 31~~24, ~~2014~~2016, the Company ~~maintained total~~entered ~~outstanding~~into ~~warrants~~a toconvertible ~~purchase~~promissory 2note with an outside investor for a principal amount of $245,~~879~~000 in exchange for $55,~~627~~000 ~~shares~~with a maturity date of ~~its~~November ~~common~~19, ~~stock~~2016. The note is convertible at ana ~~average~~conversion ~~exercise~~price of 60% of the lowest trading price of $4the Company’s common stock for the previous 20 trading days prior to the conversion date.00 The note bears interest at 12% per ~~share~~annum.

~~F-17~~On March 4, 2016, the Company entered into a convertible promissory note with an outside investor for a principal amount of $245,000 in exchange for $253,000 with a maturity date of February 25, 2016. The note is convertible at a conversion price of 60% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the conversion date. The note bears no interest unless an event of default occurs under which it would bear an interest rate of 22% per annum.

~~ADAPTIVE~~On March ~~MEDIAS~~15, ~~INC~~2016, the Company entered into a convertible promissory note with an outside investor for a principal amount of $40,000 in exchange for $34,000 with a maturity date of March 15, 2017. The note is convertible at a conversion price of 60% of the lowest trading price of the Company’s common stock for the previous 20 trading days prior to the conversion date. The note bears interest at 10% per annum.

~~Notes to the Consolidated Financial Statements~~F-22

December 31, 2014 and 2013

Note 8– Commitments and Contingencies

Office Lease Agreements

The Company leases office space in Irvine, California under two leases that expire at various dates through March 2017. The current monthly rent was approximately $13,100 per month.

Future minimum lease payments under non-cancelable operating leases as of December 31, 2014 are as follows:

Years ending December 31,
2015	$	148,644
2016	$	140,400
2017	$	36,075
Total:	$	325,119

For the years ended December 31, 2014 and 2103 rent expense was $135,533 and $82,824, respectively.

Minimum Fees

On July 1, 2014, the Company entered into an agreement to purchase bandwidth for a period of 18 months with a total minimum amount of $413,775 due. Under the agreement, the Company expensed $139,810 during the year ended December 31, 2014, of which $23,189 was paid and $116,621 is included in accounts payable at December 31, 2014.

Legal Proceedings

In July 2013, the Company became aware that a default judgment had been entered against Mimvi (now Adaptive Medias, Inc.) in favor of Mario Armando Wilson and against the Company in the amount of $62,141 and the balance has been accruing interest. In 2014, the Company and Mr. Wilson reached a settlement agreement in which the Company granted Mr. Wilson 19,629 unregistered shares of stock and a commitment that the shares will be tradeable on June 3, 2015 at a value of $74,000 with any shortfall being paid in cash.

The Company was in an arbitration case entitled Felix Chan v. Mimvi (now Adaptive Medias, Inc.) which was a proceeding before the American Arbitration Association. On December 12, 2014, the Arbitrator issued an award against the Company in the amount of $348,803 and such amount has been accrued as of December 31, 2014. The Company is exploring options to have the award set-aside or reduced.

On September 20, 2013, Eric Rice, a former employee, sued the Company (Rice v. Adaptive Medias, etc., et al., LASC No. LC100816, Van Nuys Superior Court). The complaint alleges that the Company breached Mr. Rice's employment agreement and made misrepresentations when the Company terminated Mr. Rice. The complaint does not specify the amount of alleged damages. The Company denies any breach or misrepresentation, and the Company denies that it owes Mr. Rice anything. The Company has filed a cross-complaint against Mr. Rice for damages and other relief. Discovery is underway.

On July 29, 2013, Khoi Senderowicz filed a lawsuit against the Company and two other individuals, Andrew Linton and Kasian Franks (Senderowicz v. Franks, etc., et al., Case No. RG13689457, Alameda County Superior Court). The suit alleges breach of leases for real property and damages to real property and seeks $353,894 in alleged damages. The Company has responded to the Complaint and denied all claims and damages.

In April of 2014, the Company became aware that a lawsuit was filed against the Company in the Superior Court of Santa Clara County, California by Amanda Besemer, who was an Advisory Board member of Mimvi from 2010-2012. Ms. Besemer seeks damages equivalent to $400,000 of stock or the cash equivalent of such related to the termination of the Advisory Board role. The Company has responded to the Complaint and denied the allegations. The Company has been informed that the case in Santa Clara has been dismissed and that Ms. Besemer intends to refile the case in Southern California. As yet, the case has not been refiled.

F-18

ADAPTIVE MEDIAS, INC.

Notes to the Consolidated Financial Statements

December 31, 2014 and 2013

On November 7, 2014, a former employee notified the Company of a disagreement over compensation and other matters. A complaint has not been filed and the former employee has expressed interest in settling the matter informally. The Company continues discovery and discussions with the former employee.

The Company has become aware of a claim by U-Chef, a creditor of OneScreen, in the amount of $93,237 (Ratatouille dba U-Chef v. OneScreen). The Company's position is that this case has no merit and intends to vigorously defend against it.

On January 27, 2015, the Company became aware of a recent cross-complaint filed by the former CEO of OneScreen. (Patel v. OneScreen, Adaptive Media, Inc and Qayed Shareef). The Company's position is that this case has no merit and intends to vigorously defend against it.

The Company does not believe the ultimate outcome of these proceedings will have a material adverse impact on the Company’s consolidated financial statements.

Note 9– Concentrations

The following table reflects the concentration of revenue for the years ended December 31, 2014 and 2013, respectively:

	Concentration for the years ended
	December 31,
	2014			2013
Customer 1		16	%		-
Customer 2		15	%		-
Customer 3					5	%
Customer 4					4	%

Included in accounts receivable was $585,673 from these two (2) customers as of December 31, 2014.

Included in accounts receivable was $194,082 from the two customers as of December 31, 2013

Note 10 – Related party transactions

Effective October 1, 2014, the Company contracted with its majority stockholder to provide consulting services. For the year ended December 31, 2014, the Company recognized $58,000 of expense for services rendered by the consultant, $42,000 of which was paid and $16,000 was included in accounts payable as of December 31, 2014.

Effective April 1, 2014, the Company contracted with a consultant to perform services requested by the Company on a non-exclusive basis. On May 7, 2014, this consultant was appointed by the Company’s Board of Directors as a member thereof. For the year ended December 31, 2014, the Company recognized $493,706 of expense for services rendered by this consultant/Director, $228,202 of which was paid in cash, $242,985 of which was paid with restricted stock and $22,519 of which was included in accounts payable as of December 31, 2014.

Note 11- Subsequent Events

The Company follows the guidance in FASB ASC Topic 855. Subsequent Events (“ASC 855”), which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before the consolidated financial statements are issued or are available to be issued. ASC 855 sets forth (i) the period after the balance sheet date during which management of a reporting entity evaluate events or transactions that may occur for potential recognition or disclosure in the consolidated financial statements, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its consolidated financial statements, and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

F-19

ADAPTIVE MEDIAS, INC.

Notes to the Consolidated Financial Statements

December 31, 2014 and 2013

Effective as of January 26, 2015, the Chief Executive Officer was terminated by the Board of Directors from his position as Chief Executive Officer and Director. The Board of Directors has established a committee of five individuals to actively search for a qualified successor Chief Executive Officer.

Effective as of January 25, 2015, the Company appointed an Acting Chief Operating Officer of the Company pursuant to a consulting agreement.

Effective as of March 9, 2015, the Principal Accounting Officer of the Company resigned.

Effective as of March 11, 2015, Omar Akram, a Director, was appointed President and Chief Financial Officer.

Issuance of Common Stock

Between January 1, 2015 and March 26, 2015, the Company issued 73,337 shares of common stock to various consultants and employees for services rendered with a fair value of $203,698 or $2.77 per share on average.

F-20

Filing Compare · Adaptive Medias, Inc.