UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the Quarterly Period Ended June 30, 2008
  OR
   ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the Transition Period From
                    
to
  Commission
File Number: 333-143695
  ADEX
MEDIA, INC.
 (Exact
name of registrant as specified in its charter)
 
 Delaware
              20-8755674(State
      or other jurisdiction of
                incorporation
      or organization)
              (I.R.S.
      Employer
                Identification
      No.)883
      N. Shoreline Blvd. Mountain View, CA
              94043(Address
      of principal executive offices)
              (Zip
      Code)
  (650) 967-3040
 (Registrant’s
telephone number, including area code)
 
 SupportSpan,
Inc.
 422
Oakland Drive; Raleigh, North Carolina 27609
 (Former
name, former address and former fiscal year, if changed since last
report)
  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    No   ̈
  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.
  Large
      accelerated filer
                o
                Accelerated
      filer
                oNon-accelerated
      filer
                o
                Smaller
      reporting company
                x(Do
      not check if a smaller reporting company)
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).    Yes   ̈    No  x
  Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date.
  Class
              Shares
      outstanding on August 13, 2008Common
      Stock, $0.0001 par value per share
              29,524,653
      shares
 
 Adex
Media, inc.
  FORM
10-Q
  For
the Quarter Ended June 30, 2008
   PagePart I.
              Financial
      InformationItem
      1.
              Financial
      Statementsa)
              Condensed Consolidated Balance Sheets as of June 30, 2008 and December 31,
      2007 (unaudited)
              1b)
              Condensed Consolidated Statements Of Operations for the Three Months Ended
      June 30, 2008 and 2007 (unaudited)
              2c)
              Condensed
      Consolidated Statements Of Operations for the Six Months Ended June 30,
      2008 and 2007 (unaudited)
              3d)
              Condensed
      Consolidated Cash Flows Statements for the Six Months Ended June 30, 2008
      and 2007 (unaudited)
              4e)
              Notes to Condensed Consolidated Financial Statements
              5Item 2.
              Management’s Discussion and Analysis of Financial Condition and Results ofOperations
              16Item 3.
              Quantitative
      and Qualitative Disclosurers About Market Risk
              21Item
      4T.
              Controls
      and
      Procedures
              21Part II.
              Other
      InformationItem
      1.
              Legal
      Proceedings
              22Item 1A.
              Risk
      Factors
              22Item 2.
              Unregistered Sales of Equity Securities and Use of Proceeds
              39Item 3.
              Defaults
      In Senior
      Securities
              39Item 4
              Controls and Procedures
              39Item 5.
              Other
      Information
              39Item
      6.
              Exhibits
              39Signature
              40
  
 
 
  Item
1.  FINANCIAL STATEMENTS
   ADEX
MEDIA, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED
BALANCE SHEETS
 UNAUDITED
 
 June
      30,
                2008
              
              
              December
      31 , 2007ASSETSCurrent
      assets:Cash
      and cash equivalents
              
              $
              710,843
              
              
              $
              5,379Short-term
      investments
              
              
              4,361,513
              
              
              
              224,308Total
      cash, cash equivalents, and short-term investments
              
              
              5,072,356
              
              
              
              229,687Accounts
      receivable, net of allowance for doubtful accounts of $410 and
      $410
              
              
              158,122
              
              
              
              188,200Other
      receivables
              
              
              209,186
              
              
              
              -Prepaid
      expenses and other current assets
              
              
              89,065
              
              
              
              -Total
      current assets
              
              
              5,528,729
              
              
              
              417,887Property
      and equipment, net
              
              
              25,670
              
              
              
              3,740Intangible
      assets, net
              
              
              9,445
              
              
              
              -Total
      assets
              
              $
              5,563,844
              
              
              $
              421,627LIABILITIES AND STOCKHOLDERS’
      EQUITYCurrent
      liabilities:Accounts
      payable
              
              $
              345,878
              
              
              $
              52,817Accrued
      liabilities
              
              
              289,430
              
              
              
              103,911Total
      current liabilities
              
              
              635,308
              
              
              
              156,728Stockholders’
      Equity:Common
      Stock, $.0001 par value; 150,000,000 shares authorized, 29,524,653 and
      250,000 shares issued and outstanding at June 30, 2008 and December 31,
      2007
              
              
              2,952
              
              
              
              25Additional
      paid in capital
              
              
              5,402,398
              
              
              
              187,475Retained
      earnings (accumulated deficit)
              
              
              (476,814
              )
              
              
              77,399Total
      stockholders’ equity
              
              
              4,928,536
              
              
              
              264,899Total
      liabilities and stockholders’ equity
              
              $
              5,563,844
              
              
              $
              421,627
  The
accompanying notes are an integral part of these condensed consolidated
financial statements
  1
 ADEX MEDIA, INC. AND
SUBSIDIARIES
 CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
 (Unaudited)
  Three
      months ended June 30,2008
                
                
                2007Revenues,
      net
                
                $
                718,776
                
                
                $
                367,522Cost
      of sales
                
                
                536,244
                
                
                
                281,862Gross
      profit
                
                
                182,532
                
                
                
                85,660Operating
      expenses:Product
      development
                
                
                35,250
                
                
                
                -Sales
      and marketing
                
                
                295,982
                
                
                
                31,957General
      administrative
                
                
                542,713
                
                
                
                14,659Total
      operating expenses
                
                
                873,945
                
                
                
                46,616Income
      (loss) before interest and provision for  income
      taxes
                
                
                (691,413
                )
                
                
                39,044Interest
      income, net
                
                
                29,536
                
                
                
                116Income
      (loss) before provision for income taxes
                
                
                (661,877
                )
                
                
                39,160Provision
      for income taxes
                
                
                -
                
                
                
                800Net
      income (loss)
                
                $
                (661,877
                )
                
                $
                38,360Net
      income (loss) per common share, basic and diluted
                
                $
                (0.04
                )
                
                $
                0.15Weighted
      average common shares used in computing basic and diluted loss per
      share
                
                
                15,212,600
                
                
                
                250,000
  The
accompanying notes are an integral part of these condensed consolidated
financial statements
   2
  
 
 ADEX MEDIA, INC. AND
SUBSIDIARIES
 CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
 (Unaudited)
  Six
      months ended June 30,2008
                
                
                2007Revenues,
      net
                
                $
                1,409,329
                
                
                $
                679,824Cost
      of sales
                
                
                1,079,904
                
                
                
                476,725Gross
      profit
                
                
                329,425
                
                
                
                203,099Operating
      expenses:Product
      development
                
                
                35,250
                
                
                
                -Sales
      and marketing
                
                
                328,473
                
                
                
                55,257General
      administrative
                
                
                551,208
                
                
                
                32,037Total
      operating expenses
                
                
                914,931
                
                
                
                87,294Income
      (loss) before interest and provision for income taxes
                
                
                (585,506
                )
                
                
                115,805Interest
      income, net
                
                
                32,093
                
                
                
                117Income
      (loss) before provision for income taxes
                
                
                (553,413
                )
                
                
                115,922Provision
      for income taxes
                
                
                800
                
                
                
                800Net
      income (loss)
                
                $
                (554,213
                )
                
                $
                115,122Net
      income (loss) per common share, basic and diluted
                
                $
                (0.07
                )
                
                $
                0.46Weighted
      average common shares used in computing, basic and diluted loss per
      share
                
                
                7,689,967
                
                
                
                250,000
 
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements
 
  3
    
 ADEX MEDIA, INC. AND
SUBSIDIARIES
 CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (Unaudited)
    Six
      months ended June 30,2008
                
                
                2007Cash
      flows from operating activities:Net
      income (loss)
                
                $
                (554,213
                )
                
                $
                115,122Adjustments
      to reconcile net income (loss) to net cash (used in) provided by operating
      activities:Depreciation
                
                
                2,863
                
                
                
                -Amortization
      of intangibles
                
                
                555
                
                
                
                -Stock-based
      compensation
                
                
                56,053
                
                
                
                -Changes
      in current assets and liabilitiesAccounts
      receivable
                
                
                30,078
                
                
                
                (131,858
                )Other
      receivables
                
                
                (209,186
                )
                
                
                -Prepaid
      expenses and other current assets
                
                
                (89,065
                )
                
                
                -Accounts
      payable
                
                
                293,061
                
                
                
                91,422Accrued
      liabilities
                
                
                185,519
                
                
                
                -Net
      cash (used in) provided by operating activities
                
                
                (284,335
                )
                
                
                74,686Cash
      flows from investing activities:Purchase
      of short term investments
                
                
                (4,137,205
                )
                
                
                (70,115
                )Purchase
      of intangible assets
                
                
                (10,000
                )
                
                
                -Purchase
      of property and equipment
                
                
                (24,793
                )
                
                
                (2,164
                )Net
      cash flows used in investing activities
                
                
                (4,171,998
                )
                
                
                (72,279
                )Cash
      flows from financing activities:Gross
      proceeds from private placement of common stock
                
                
                5,758,148
                
                
                
                -Costs
      of private placement of common stock
                
                
                (104,920
                )
                
                
                -Dividends
      paid
                
                
                (491,431
                )
                
                
                -Net
      cash flows provided by financing activities
                
                
                5,161,797
                
                
                
                -Net  increase
      in cash
                
                
                705,464
                
                
                
                2,407Cash
      and cash equivalents, beginning of period
                
                
                5,379
                
                
                
                9,201Cash
      and cash equivalents, end of period
                
                $
                710,843
                
                
                $
                11,608Supplemental
      cash flow information:Cash
      paid for income
      taxes
                
                $
                800
                
                
                $
                800
  The
accompanying notes are an integral part of these condensed consolidated
financial statements
   4
  ADEX
MEDIA, INC
  NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited)
 
 NOTE
1                      NATURE
OF OPERATIONS
 
 Overview  -Adex
Media, Inc. (the “Company” or “Adex”) is the parent company of Abundantad, Inc.
(“Abundantad”).  Adex was incorporated under the laws of Delaware in
April 2008.  It was formed as a subsidiary of SupportSpan, Inc., a
publicly reporting Nevada corporation (“SupportSpan”). On April 25, 2008,
SupportSpan was consolidated into Adex for the purposes of changing its name to
Adex and its place of incorporation to Delaware (the “Merger”).
 
 On May
14, 2008, Adex entered into an agreement and plan of merger by and among Adex
Media Acquisition, Inc., a wholly-owned subsidiary of Adex and Abundantad, a
privately held Nevada corporation.  Also on May 14, 2008, Abundantad
entered into an agreement with Kim and Lim LLC, DBA Pieces Media (“Pieces”)
whereby Abundantad acquired the business of Pieces as well as certain assets and
liabilities of Pieces.
  Adex is
an early-stage Internet publisher and advertising company with a
focus  on offering advertising customers a multi-channel Internet
advertising network and broader solutions for direct advertisers and
agencies.
 
 Acquisition of
certain assets and liabilities of Kim and Lim LLC -On May 14,
2008, Abundantad entered into an Asset Purchase Agreement with Kim and Lim, LLC
d/b/a Pieces Media (“Pieces”) whereby the principals of Pieces agreed to sell
substantially all the assets and liabilities of Pieces, except cash on hand, to
Abundantad and  the principals of Pieces agreed to become employees of
Abundantad. The purchase price was comprised of $250,000 in cash, 250,000
shares of restricted common stock of Abundantad, and an additional $300,000
payable on May 14, 2009 (provided the principals of Pieces are employees of Adex
in good standing on such date.)  The cash paid to Pieces has been recorded
as a dividend to shareholders in the consolidated financial statements. The
agreement also includes a minimum public market value for the shares after one
year, and a performance bonus based upon meeting certain revenue targets for
calendar 2008.
 
 Accounting
Treatment -The Merger was accounted for as a reverse acquisition and
recapitalization. In connection with Abundantad’s purchase of the assets and
liabilities of Pieces, Pieces is deemed the acquirer for accounting purposes and
Adex is deemed the acquired company.  Accordingly, Pieces’ historical
financial statements for periods prior to the acquisition become those of Adex
retroactively restated for, and giving effect to, the number of shares received
in the merger.  The historical retained earnings of Pieces is carried
forward after the acquisition. Operations reported for periods prior to the
merger are those of Pieces. Earnings per share prior to the Merger are restated
to reflect the equivalent number of shares received by Pieces. Operations
reported for the quarter ended June 30, 2008 include the earnings of Pieces for
the full six months and the earnings of Adex and Abundantad from May 14, 2008 to
June 30, 2008.
 
 Abundantad -Abundantad was formed on February 4, 2008 for the purpose of creating,
operating and or acquiring publishers of Internet content whose properties are
deemed desirable to generate paid-for dissemination of internal or third-party
direct advertising and revenues derived from agency and advertising network
directed advertising on the Internet. Abundantad will create, acquire, own and
operate content websites which may include promotions, sweepstakes, mobile
offers, and other Internet websites in furtherance of its purposes.
   5
  
 To fund
this acquisition strategy and future business expansion, Abundantad, prior to
the Merger, privately raised approximately $5.8 million in gross proceeds
(approximately $5.7 million in net proceeds) from the sale of common stock to
accredited investors.
 
 NOTE
2                      BASIS
OF PRESENTATION
 
 The
interim condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission.  In the opinion of the
Company’s management, all adjustments (consisting only of normal recurring
adjustments and reclassifications) necessary to present fairly the results of
operations and cash flows for the three and six months ended June 30, 2008 and
2007, and our financial position as of June 30, 2008 and December 31, 2007 have
been made.  The results of operations for such interim periods are not
necessarily indicative of the operating results to be expected for the full
year.
 
 Certain
information and disclosures normally included in the notes to the annual
financial statements have been condensed or omitted from these interim
consolidated financial statements.  Accordingly, these interim
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes for the fiscal year ended
December 31, 2007, as included in the Current Report on Form 8-K filed with the
Securities and Exchange Commission on May, 15, 2008 and the Amendment to that
Form 8-K filed on July 22, 2008.
 
 Abundantad
was formed on February 4, 2008. On May 14, 2008, Abundantad acquired
substantially all the assets and liabilities of Pieces. Also on May 14, 2008,
Abundantad, via a reverse merger, became a wholly-owned subsidiary of Adex. The
financial information presented as of December 31, 2007 and as of June 30, 2007
reflect the balance sheet and results of operations of Pieces as a standalone
entity as of and for these periods. The results of operations presented for the
six months ended June 30, 2008 include the results of operations for Pieces for
the full six months.
 
 For the
year ended December 31, 2007, Pieces was a limited liability company and as
such, all salaries to owners were included as distribution of
earnings.  In the three and six months ended June 30, 2007, such
distributed earnings were $31,709 and $54,722, respectively. In the three and
six months ended June 30, 2008, salaries to the former owners of Pieces
were charged to sales and marketing expenses.
 
 NOTE
3                      SIGNIFICANT
ACCOUNTING POLICES
 
 Use of Estimates
-The preparation of consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America (GAAP) requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosure of contingent assets
and liabilities, and reported amounts of revenues and expenses during the
reporting period.  Such estimates include but are not limited to
provision for doubtful accounts, accrued liabilities, estimates of when
internally developed software is deemed probable to be completed and ready for
intended use, assumptions on stock option forfeiture rates, expected terms, and
volatility rates of our underlying shares.  Actual results could
differ from those estimates.
 
 Cash and Cash
Equivalents -Cash and cash equivalents include all cash balances and
highly liquid investments purchased with an original maturity of three months or
less.
 
 Short Term
Investments –Short term investments consist of certificates of deposit
with an original maturity date of greater than three months.  All
short-term investments are classified as available for sale and are carried at
their fair market value.
   6
  
 Principles of
Consolidation -The condensed consolidated financial statements include
the accounts of Adex Media, Inc. and its wholly-owned
subsidiaries.  All significant inter-company balances and transactions
have been eliminated in consolidation.
 
 Property and
Equipment -Property and equipment are stated at cost.  The
Company depreciates property and equipment using the straight-line method over
the estimated useful lives of the assets ranging from one to three
years.  Salvage values of these assets are not considered
material.  Repairs and maintenance costs that do not increase useful
lives and/or enhance the value of the assets are charged to operations as
incurred.
 
 Revenue
Recognition  -The Company's revenues consist of lead
generation revenue generated from on-line advertising.  The Company
evaluates revenue recognition using the following basic criteria and recognizes
revenue when all four criteria are met:
 
 (i)
Evidence of an arrangement: Evidence of an arrangement with the customer that
reflects the terms and conditions for delivery of services must be present in
order to recognize revenue.
 
 (ii)
Delivery: Delivery is considered to occur when the service is performed and the
risk of loss and reward has been transferred to the customer.
 
 (iii)
Fixed or determinable fee: If a portion of the arrangement fee is not fixed or
determinable, we recognize that amount as revenue when the amount becomes fixed
or determinable.
 
 (iv)
Collection is deemed probable: We conduct a credit review of each customer
involved in a significant transaction to determine the creditworthiness of the
customer. Collection is deemed probable if we expect the customer to be able to
pay amounts under the arrangement as those amounts become due. If we determine
that collection is not probable, we recognize revenue when collection becomes
probable (generally upon cash collection).
 
 The
Company’s revenue consists mostly of revenue derived from direct advertisers,
affiliate networks, ad networks, and list managers.
  The
Company’s revenue is mostly derived on a Cost Per Action (“CPA”) basis, also
known as Pay Per Action (“PPA”) basis. Under this pricing model, advertisers,
affiliate networks, add networks, and the list managers pay the Company when a
specified action (a purchase, a form submission, or other action linked to the
advertisement) has been completed.
  The
Company reduces revenue for payment holdbacks withheld by its customers. At June
30, 2008, these holdbacks were immaterial.
  The
Company’s revenues are subject to material seasonal fluctuations. In particular,
revenues in the fourth fiscal quarter will ordinarily be significantly higher
than other fiscal quarters. Revenues recorded in the fourth fiscal quarter
are not necessarily indicative of what reported revenues will be for an entire
fiscal year.
 
 Income Taxes -The Company uses the asset and liability method of accounting for income
taxes in accordance with SFAS No. 109, “Accounting For Income Taxes.” Under this
method, income tax expense is recognized for the amount of: (i) taxes payable or
refundable for the current year, and (ii) deferred tax consequences of temporary
differences resulting from matters that have been recognized in an entity’s
financial statements or tax returns. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in the results of operations in the period that includes the
enactment date.
   7
  A
valuation allowance is provided to reduce the deferred tax assets reported, if,
based on the weight of available positive and negative evidence, it is more
likely than not some portion or all of the deferred tax assets will not be
realized. A liability is established in the consolidated financial statement to
the extent a current benefit has been recognized on a tax return for matters
that are considered contingent upon the outcome of an uncertain tax
position.
 
 Stock-based
compensation  -Compensation expense associated with
the granting of stock-based awards to employees and directors is recognized in
accordance with Statement of Financial Accounting Standards (“SFAS”) No. 123(R),
“Share Based Payment” and related interpretations. SFAS No. 123(R) requires
companies to estimate and recognize the fair value of stock-based awards to
employees and directors. The value of the portion of an award that is ultimately
expected to vest is recognized as an expense over the requisite service periods
using the straight-line attribution method. Compensation expense associated with
the granting of stock awards to non-employees is recognized in accordance with
Emerging Issues Task Force (“EITF”) 96-18 “Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services.”
 
 In March
2005, the Securities and Exchange Commission (“SEC”) issued Staff Accounting
Bulletin (“SAB”) No. 107, which offers guidance on SFAS 123(R). SAB 107 was
issued to assist preparers by simplifying some of the implementation challenges
of SFAS 123(R) while enhancing the information that investors receive. SAB 107
creates a framework that is premised on two overarching themes: (a) considerable
judgment will be required by preparers to successfully implement SFAS 123(R),
specifically when valuing employee stock options; and (b) reasonable
individuals, acting in good faith, may conclude differently on the fair value of
employee stock options. Key topics covered by SAB 107 include valuation models,
expected volatility and expected term.
 
 In
December 2007, the SEC issued SAB No. 110, which expresses the views of the
staff regarding the use of a "simplified" method, as discussed in SAB No. 107 in
developing an estimate of expected term of stock options in accordance with
Statement of Financial Accounting Standards No. 123(R). Under SAB No. 110, the
staff will continue to accept, under certain circumstances, the use of the
simplified method permitted under SAB No. 107 beyond December 31, 2007.
  Basic and Diluted
Net Income (Loss) per share -Loss Per Share — We compute
basic and diluted net income (loss) per share amounts pursuant to the Statement
of Financial Accounting Standards (“SFAS”) No. 128, “Earnings per Share.” Basic
income (loss) per share is computed using the weighted average number of common
shares outstanding during the period.
  Diluted
income (loss) per share is computed using the weighted average number of common
and potentially dilutive securities outstanding during the period. Potentially
dilutive securities consist of the incremental common shares that could be
issued upon exercise of stock options (using the treasury stock method).
Potentially dilutive securities are excluded from the computation if their
effect is anti-dilutive.
  The
following tables summarize the weighted average shares outstanding for the three
and six months ending June 30, 2008 and 2007:
  
 Three
      Months Ended June 30,2008
              
              
              2007Basic
      weighted average shares outstanding
              
              
              15,212,600
              
              
              
              250,000Less:
      effect of dilutive stock options
              
              
              -
              
              
              
              -Diluted
      weighted average shares outstanding
              
              
              15,212,600
              
              
              
              250,000Anti-dilutive
      stock options not included in above calculation
              
              
              3,410,000
              
              
              
              -
   8
   
 Six
      Months Ended June 30,2008
              
              
              2007Basic
      weighted average shares outstanding
              
              
              7,689,967
              
              
              
              250,000Less:
      effect of dilutive stock options
              
              
              -
              
              
              
              -Diluted
      weighted average shares outstanding
              
              
              7,689,967
              
              
              
              250,000Anti-dilutive
      stock options not included in above calculation
              
              
              3,410,000
              
              
              
              -
  Internally
Developed Software Costs—The Company accounts for internally developed software in accordance with
Statement of Financial Accounting Standard (SFAS) No. 86, "Accounting for the
Costs of Computer Software to Be Sold, Leased or Otherwise Marketed." After
technical feasibility has been established, the Company will capitalize the cost
of its software development process. For the three and six months ended June 30,
2008, the company expensed $35,250 in product development expenses that the
Company deemed had not yet reached technical feasibility.  At June 30, 2008, there were no capitalized
internally developed software costs.
  NOTE 4.      Short Term
Investments
   The value
of the Company’s short term investments by major security type is as
follows:
 
 Unrealized
              
              
              Unrealized
              
              
              FairCost
              
              
              Gain
              
              
              Losses
              
              
              ValueJune
      30, 2008Certificates
      of deposit
              
              $
              4,361,513
              
              
              
              -
              
              
              
              -
              
              
              $
              4,361,513December
      31, 2007Certificates
      of deposit
              
              $
              224,308
              
              
              
              -
              
              
              
              -
              
              
              $
              224,308
 
 Short
term investments include certificates of deposit with original maturities of
greater than 90 days.
 At June
30, 2008, all of our short term investments had maturity dates of 9 months from
the date of purchase.
  NOTE
5.      Other
Receivables
 On May
14, 2008, Abundantad acquired the net business assets of Kim and Lim LLC.
Subsequent to May 14, 2008, a portion of the net assets acquired had not been
received by Abundantad from Kim and Lim LLC. Other receivables represent amounts
acquired from Kim and Lim LLC owed to Abundantad.
  NOTE
6.       Accrued
Liabilities
  June
      30,
                2008
              
              
              December
      31, 2008Accrued
      franchise taxes
              
              $
              15,500
              
              
              
              —Accrued
      payroll, paid time off, and employee expenses
              
              
              32,930
              
              
              
              —Accrued bonuses
              
              
              150,000
              
              
              
              —Accrued
      professional fees
              
              
              85,000
              
              
              
              —Accrued
      payments to affiliates
              
              
              —
              
              
              
              103,911Other
              
              
              6,000
              
              
              
              —Total
              
              $
              289,430
              
              
              $
              103,911
    9
  NOTE 7.     Lease
Commitments
   The
Company leases its office space under an 18-month lease agreement expiring on
October 31, 2009 with a monthly base rental of $6,780 per month through April
2009 and then increasing to $7,119 until the end of the lease term. Rent expense
for the six months ended June 30, 2008 and for the six months ended June 30,
2007 was $22,600 and $13,229, respectively.
  Approximate
future minimum lease payments under non-cancelable office lease agreements are
as follows:
  Year
      ended December 312008
                
                $
                40,6802009
                
                $
                69,834Total
                
                $
                110,514
   NOTE
8.    
Stockholders’
Equity
  
 Stockholders’
equity at June 30, 2008, has been adjusted to reflect the 250,000 shares of
common stock received by Kim and Lim LLC shareholders.  The value of
these shares was $187,500 and is reflected at December 31, 2007 as an increase
in common stock of $25, an increase in additional paid in capital of $187,475,
and a corresponding reduction in retained earnings of $187,500.
 
 Abundantad
was formed  in February 2008.  As part of its formation,
21,549,950 shares were sold at par value ($0.0001). Thereafter, in March and
April 2008, Abundantad sold 7,674,703 additional shares to private investors for
an aggregate total gross proceeds of approximately $5.8 million (net proceeds of
approximately $5.7 million.) Upon the reverse merger of Abundantad and Adex, all
Abundantad shares were converted to Adex common shares on a one-for-one
basis.
 
 In
connection with the reverse merger between Abundantad and Adex, the principal
shareholder of Adex was granted 50,000 common shares.
 
 NOTE
9.            
Stock Options and Stock Compensation
 
 In both
the three and six months ended June 30, 2008, the Company recognized stock-based
compensation of $56,053 in connection with options granted under the Company’s
stock option plan.
 
 During
the three and six months ended June 30, 2008, the Company’s board of directors
authorized the Company to grant options to purchase a total of 3,410,000 shares
of our common stock, each option exercisable at the fair market value of the
common stock on the respective grant dates ranging from $0.75 to
$1.26.  The options vest pro-rata over one to four years and expire
over five to ten years after grant date.  The total value of the
options of $1,969,718 was computed using a Black Scholes option pricing method
with a volatility of 80% (based on comparative companies), an expected term of
one to four years (based the expected period that the stock options will be
outstanding), dividend yield of 0% and a risk free interest rate of 1.94% to
3.33%.  The value will be recognized pro rata over the respective one
to four year requisite service periods. There were no options exercised,
terminated or forfeited during the periods. The forfeiture rate is
12%.
 
 The fair
value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions:
 
 
 Expected
      term (in years)
                1 -
      4Risk
      free rate of return
                1.94%  -
      3.33%Volatility
                80%Dividend
      yield
                -Forfeiture
      rate
                12%
 
 The
following table sets forth the total stock-based compensation expense for the
three and six months ended June 30, 2008 and, 2007 from stock option
grants.  All sales and marketing and general and administrative costs
are related to employees.
  Three
      and Six Months Ended June 30, 2008
                
                
                Three
      and Six Months Ended June 30, 2007Sales
      and marketing costs
                
                $
                21,345
                
                
                
                —General
      and administrative costs
                
                
                34,708
                
                
                
                —Total
      stock-based employee compensation expense after income
    taxes
                
                $
                56,053
                
                
                $
                —
  During
the three and six months ended June 30, 2008, 3,410,000 stock options were
granted.
 
 On May
15, 2008, the Board of Directors approved the Adex Media, Inc. 2008 Stock Option
Plan which permits the Board of Directors to grant to officers, directors,
employees and third parties incentive stock options (“ISOs”), non-qualified
stock options, and restricted stock.
 
 Under the
Stock Option Plan, options for 5,000,000 shares of common stock are reserved for
issuance.  At June 30, 2008, 1,590,000 options were available for
grant.  Options have been issued with exercise prices of between $0.75
and $1.26 per share as follows:
 
 Options
      Outstanding
              
              Options
      ExercisableNumber
              
              Weighted
      Avg.
              
              Weighted
      Avg.
              
              Number
              
              Weighted
      Avg.Range
      of Exercise Prices
              
              Outstanding
              
              Remaining
      Life
              
              Exercise
      Price
              
              Exercisable
              
              Exercise
      Price$0.75
      - $1.26
              
              3,410,000
              
              9.81
              
              $0.75
              
              -
              
              -
 
 Option
activity under the Plan was as follows:
  Options
              
              Shares
              
              
              Weighted
      Average Exercise Price
              
              
              Weighted
      Average Remaining Contractual Term
              
              
              Aggregate
      Intrinsic ValueOutstanding
      at December 31, 2007
              
              
              -
              
              
              $
              -
              
              
              
              
              
              
              $
              -Granted
              
              
              3,410,000
              
              
              $
              0.75Exercised
              
              
              -
              
              
              
              -Forfeited or expired
              
              
              -
              
              
              
              -Outstanding at June 30, 2008
              
              
              3,410,000
              
              
              $
              0.75
              
              
              
              9.81
              
              
              $
              17,215,400Exercisable at June 30, 2008
              
              
              -
              
              
              $
              -
              
              
              
              -
              
              
              
              -
 
   10
  
 The fair
value of options granted is recognized as an expense over the requisite service
period.  As of June 30, 2008, the fair value of options issued by the
Company was $1,969,718 of which $0 has been forfeited. Expense recognized for
the three and six months ending June 30, 2008 was $56,053.  The
unamortized cost remaining at June 30, 2008 was $1,913,665 with a weighted
average expected term for recognition of 2.97 years. At the time of grant, the
estimated fair values per option were from $0.24 to $4.39.
 
 NOTE
10.   Concentrations.
 
 Concentration of
Credit Risk -Financial instruments which potentially subject the Company
to concentration of credit risk consists of short term investments and accounts
receivable.  At June 30, 2008, the Company had deposits in excess of
the Federal Deposit Insurance Corporation (FDIC) limit at one U.S. based
financial institution.  At June 30, 2008 and December 31, 2007, Adex
had uninsured bank balances and certificates of deposit totaling approximately
$4,974,656 and $129,686.  The Company maintains its cash accounts at
one financial institution.
 
 Customer Base - In the six
months ended June 30, 2008, one customer accounted for 59% of consolidated
revenue and a second customer accounted for 29% of consolidated
revenue.  As of June 30, 2008, accounts receivable of $44,774 was due
from these customers. As of June 30, 2008 three customers accounted for an
aggregate of 75% of consolidated accounts receivable. In 2007, one customer
accounted for 96% of revenue.  Major customers are defined as those
having revenues which exceed 10% of the Company’s annual revenues.  As
of December 31, 2007, accounts receivable of $177,896 was due from this
customer.
 
 The
Company does not require collateral or other security for accounts
receivable.  However, credit risk is mitigated by the Company’s
ongoing evaluations and the reasonably short collection
terms.  Accounts receivable are stated net of allowances for doubtful
accounts.  An allowance for doubtful accounts has been provided at
June 30, 2008 and December 31, 2007, based on historic trends and the Company’s
expectation of collectability.  Allowance for doubtful accounts at
June 30, 2008 and December 31, 2007 was an immaterial balance.
 
 Operations By Geographic Area -The Company's operations are domiciled in the United States. The Company
does not have any international subsidiaries. Revenue is attributed to a
geographic region based upon the country from which the customer relationship is
maintained. As of June 30, 2008, all of our customer relationships were
maintained from the United States although our customers include advertising and
affiliate networks which are based both in the United States and
internationally. In addition, the direct advertiser who places offers through an
advertising or affiliate network may be located internationally as could be the
end consumer who is ultimately completing the final action which triggers the
action for how the Company generates revenue. However, because the customer
relationships are maintained in the United States, all revenue and income from
operations is allocated to the United States. The Company expects to create
international subsidiaries in the next 12 to 18 months to manage customer
relationships and accordingly the Company expects the proportion of revenue and
income from international operations to total revenue and income from operations
to be significant.
 
 Location of Assets –Our
tangible assets are located at our corporate offices in Mountain View,
California. Our servers for hosting our platforms are located at third-party
locations.
 
 
 
 
 11
 
 
 
 
 NOTE
11.                  
New Accounting Pronouncements
  SFAS 157
  In
September 2006, the FASB issued SFAS No. 157,Fair Value Measurements
(SFAS 157), which provides guidance on how to measure assets and liabilities
that use fair value.
 
 SFAS 157
will apply whenever another US GAAP standard requires (or permits) assets or
liabilities to be measured at fair value but does not expand the use of fair
value to any new circumstances.  This standard also will require
additional disclosures in both annual and quarterly reports.  SFAS 157
will be effective for fiscal 2009.
  In
December 2007, the FASB issued proposed FASB Staff Position ("FSP") 157-b,
"Effective Date of FASB Statement No. 157," that would permit a one-year
deferral in applying the measurement provisions of Statement No. 157 to
non-financial assets and non-financial liabilities (non-financial items) that
are not recognized or disclosed at fair value in an entity's financial
statements on a recurring basis (at least annually). Therefore, if the change in
fair value of a non-financial item is not required to be recognized or disclosed
in the financial statements on an annual basis or more frequently, the effective
date of application of Statement 157 to that item is deferred until fiscal years
beginning after November 15, 2008 and interim periods within those fiscal years.
This deferral does not apply, however, to an entity that applies Statement 157
in interim or annual financial statements before proposed FSP 157-b is
finalized.
 
 The
Company is currently evaluating the impact, if any, that the adoption of SFAS
157 and FSP 157-b will have on its operating income or net
earnings.
  SFAS
159
  On
February 15, 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial
Assets and Financial Liabilities (SFAS No. 159). Under this Standard, the
Company may elect to report financial instruments and certain other items at
fair value on a contract-by-contract basis with changes in value reported in
earnings. This election is irrevocable. SFAS No. 159 provides an opportunity to
mitigate volatility in reported earnings that is caused by measuring hedged
assets and liabilities that were previously required to use a different
accounting method than the related hedging contracts when the complex provisions
of SFAS No. 133 hedge accounting are not met. SFAS No. 159 is effective for
years beginning after November 15, 2007 and did not have a material impact on
the Company’s consolidated financial statements.
 
 FIN
48
  The
Company has adopted the provisions of FASB Interpretation No. 48,Accounting for Uncertainty in
Income Taxes — An Interpretation of FASB Statement No. 109 , or
FIN 48. FIN 48 provides detailed guidance for the financial statement
recognition, measurement and disclosure of uncertain income tax positions
recognized in the financial statements in accordance with SFAS No. 109.
Income tax positions must meet a “more-likely-than-not” recognition threshold at
the effective date to be recognized upon the adoption of FIN 48 and in
subsequent periods.
  Upon
review and analysis, the Company has concluded that no FIN 48 effects are
present as of June 30, 2008. For the year ended December 31, 2007, the Company
did not identify and record any liabilities related to unrecognized income tax
benefits.  The Company does not believe FIN 48 will have a material
impact on its consolidated financial statements.
   12
  
 
 EITF
07-03
 
 In June
2007, the EITF reached a consensus on EITF No. 07-03, Accounting for
Nonrefundable Advance Payments for Goods or Services to Be Used in Future
Research and Development Activities, or EITF 07-03. EITF 07-03 specifies the
timing of expense recognition for non-refundable advance payments for goods or
services that will be used or rendered for research and development activities.
EITF 07-03 was effective for fiscal years beginning after December 15, 2007, and
early adoption is not permitted. Adoption of EITF 07-has not had a material
impact on the Company’s consolidated financial statements.
 
 EITF
07-01
 
 In
December 2007, the EITF reached a consensus on EITF No. 07-01, Accounting for
Collaborative Arrangements Related to the Development and Commercialization of
Intellectual Property, or EITF 07-01. EITF 07-01 discusses the appropriate
income statement presentation and classification for the activities and payments
between the participants in arrangements related to the development and
commercialization of intellectual property. The sufficiency of disclosure
related to these arrangements is also specified. EITF 07-01 is effective for
fiscal years beginning after December 15, 2008. As a result, EITF 07-01 is
effective for the Company in the first quarter of fiscal 2009. The Company is
currently evaluating the effect of the adoption of EITF 07-01 will have on its
consolidated financial statements.
  SFAS
141(R) and SFAS 160
  In
December 2007, the Financial Accounting Standards Board  (“FASB”)
issued Statement No. 141(Revised 2007),Business
Combinations  (SFAS 141(R)) and Statement No. 160,Accounting and Reporting
of Non-controlling Interests in Consolidated Financial Statements , an
amendment of ARB No. 51 (SFAS 160). These statements will significantly
change the financial accounting and reporting of business combination
transactions and non-controlling (or minority) interests in consolidated
financial statements. SFAS 141(R) requires companies to: (i) recognize, with
certain exceptions, 100% of the fair values of assets acquired, liabilities
assumed, and non-controlling interests in acquisitions of less than a 100%
controlling interest when the acquisition constitutes a change in control of the
acquired entity; (ii) measure acquirer shares issued in consideration for a
business combination at fair value on the acquisition date; (iii) recognize
contingent consideration arrangements at their acquisition-date fair values,
with subsequent changes in fair value generally reflected in
earnings; (iv) with certain exceptions, recognize pre-acquisition loss
and gain contingencies at their acquisition-date fair values; (v) capitalize
in-process research and development (IPR&D) assets acquired;
(vi) expense, as incurred, acquisition-related transaction costs;
(vii) capitalize acquisition-related restructuring costs only if the
criteria in SFAS 146,Accounting for Costs
Associated with Exit or Disposal Activities , are met as of the
acquisition date; and (viii) recognize changes that result from a business
combination transaction in an acquirer’s existing income tax valuation
allowances and tax uncertainty accruals as adjustments to income tax expense.
SFAS 141(R) is required to be adopted concurrently with SFAS 160 and is
effective for business combination transactions for which the acquisition date
is on or after the beginning of the first annual reporting period beginning on
or after December 15, 2008 (the Company’s fiscal 2009). Early adoption of
these statements is prohibited. The Company believes the adoption of these
statements will have a material impact on significant acquisitions completed
after December 31, 2008.
  SFAS
161
  In March
2008, the FASB issued SFAS No. 161,Disclosures about Derivative
Instruments and Hedging Activities -an amendment of SFAS 133 or SFAS 161.
SFAS 161 seeks to improve financial reporting for derivative instruments and
hedging activities by requiring enhanced disclosures regarding the impact on
financial position, financial performance, and cash flows. To achieve this
increased transparency, SFAS 161 requires: (1) the disclosure of the fair value
of derivative instruments and gains and losses in a tabular format; (2) the
disclosure of derivative features that are credit risk-related; and (3)
cross-referencing within the footnotes. This standard shall be effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008 and early application is encouraged. The Company is in the
process of evaluating the new disclosure requirements under SFAS 161 and does
not expect the adoption to have a material impact on its consolidated financial
statements.
   13
    SFAS
162
  In
May 2008, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standard ("SFAS") No. 162, "The Hierarchy of Generally
Accepted Accounting Principles". This standard is intended to improve financial
reporting by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements that are
presented in conformity with US GAAP for non-governmental entities. SFAS No. 162
is effective 60 days following the SEC's approval of the Public Company
Accounting Oversight Board amendments to AU Section 411, the meaning of "Present
Fairly in Conformity with GAAP". The Company is in the process of evaluating the
impact, if any, of SFAS 162 on its consolidated financial
statements.
 
 FSP
APB 14-1
 
 In May
2008, the FASB released FSP APB 14-1 Accounting For Convertible
Debt  Instruments That May Be Settled in Cash Upon Conversion
(Including Partial Cash Settlement) (FSP APB 14-1) that alters the accounting
treatment for convertible debt instruments that allow for either mandatory or
optional cash settlements. FSP APB 14-1 specifies that issuers of such
instruments should separately account for the liability and equity components in
a manner that will reflect the entity's nonconvertible debt borrowing rate when
interest cost is recognized in subsequent periods. Furthermore, it would require
recognizing interest expense in prior periods pursuant to retrospective
accounting treatment. This FSP is effective for financial statements issued for
fiscal years beginning after December 15, 2008. The Company is currently
evaluating the effect the adoption of FSP APB 14-1 will have on its consolidated
results of operations and financial condition.
 
 NOTE
12.     Subsequent Events
 
 Acquisition Of
Vibrantads Assets - On July 21, 2008, the Company entered into an Asset
Purchase Agreement (“APA”), pursuant to which the Company acquired substantially
all the assets of Vibrantads, LLC (“Vibrantads”), a California limited liability
company, comprising the operational assets of the Vibrantads business, including
its proprietary tracking technology and lead generation platform. The asset
purchase was completed on July 21, 2008.
 
 The
purchase price for the Vibrantads assets consisted of the following: (i) Seventy
Thousand Dollars ($70,000) in cash at closing; (ii) One Hundred Twelve Thousand
Five Hundred (112,500) restricted shares of the Company’s common stock (the
“Shares”) at closing; and (iii) a promissory note in favor of the sole selling
Member of Vibrantads, in the principal amount of Sixty Thousand Dollars
($60,000) with no interest thereon and having a maturity date that is Twelve
(12) months from the Closing Date.
 
 The
purchase price for the Vibrantads assets was determined based on arm’s length
negotiations. Prior to the acquisition, there were no material relationships
between the Company and Vibrantads nor with any of either company’s affiliates,
directors, officers, or any associate of such directors or
officers.
 
 In
connection with the APA, the Company issued a promissory note (the “Note”) to
the sole selling member of Vibrantads in the principal amount of Sixty Thousand
Dollars ($60,000). The principal amount of the Note bears no interest. The
unpaid principal amount of the Note is due and payable in its entirety on July
21, 2009. The Note contains customary events of default that entitle the holder
thereof to accelerate the maturity of the unpaid principal amount.
    14
  
 Acquisition Of
Digital Instructor LLC - On August 12, 2008, the Company entered into a
Membership Interest Purchase Agreement (“MIPA”) with the ten members (the
“Members”) of Digital Instructor, LLC, a Colorado limited liability company
(“Digital Instructor”) to purchase all outstanding membership interests of
Digital Instructor.
 
 The
purchase price for the membership interests consisted of the following: (i) One
Million Dollars ($1,000,000) in cash at closing; (ii) a senior secured
promissory note in the principal amount of Five Hundred Thousand Dollars
($500,000) payable on February 12, 2009 (the “Note”); (iii) One Million Two
Hundred Thousand  (1,200,000)  restricted common shares; and
(iv) an additional amount up to Five Hundred Thousand Dollars ($500,000) payable
on August 12, 2009 subject to Digital LLC achieving certain gross revenue
performance milestones (the “Earn Out”).
 
 The
Company issued the Note to Digital Equity Partners, LLC (“Digital Equity
Partners”), a Colorado limited liability company wholly owned by the selling
members of Digital Instructor and formed for the purpose of holding the Note.
The Note’s principal amount of Five Hundred Thousand Dollars ($500,000) bears no
interest. The Note has a maturity date that is six (6) months from the Closing
Date and contains customary events of default that entitle the holder thereof to
accelerate the maturity date of the unpaid principal amount.
 
 As part
of the transaction, the Company also entered into a Security Agreement with
Digital Equity Partners for purposes of collateralizing the Note; and a Lockup
and Share Release Agreement which restricts the Members from selling the
Company’s restricted common shares until certain prescribed
intervals.
 
 Concurrent
with the closing, the Managing Member of Digital Instructor entered into an
employment agreement with the Company.
 
 The
purchase price for Digital Instructor was determined based on arm’s length
negotiations. Prior to the acquisition, there were no material relationships
between the Company and Digital Instructor nor with any of either company’s
affiliates, directors, officers, or any associate of such directors or
officers.
 
 
 
 
 15
  
 Item 2.                      Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
 
 FORWARD-LOOKING
STATEMENTS
  Most of
the matters discussed within this Form 10-Q include forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. In some cases you can identify
forward-looking statements by terminology such as "may," "should," "potential,"
"continue," "expects," "anticipates," "intends," "plans," "believes,"
"estimates," and similar expressions. These statements are based on our current
beliefs, expectations, and assumptions and are subject to a number of risks and
uncertainties, many of which are set forth in this Form 10-Q. Actual results and
events may vary significantly from those discussed in the forward-looking
statements.
 
 These
forward-looking statements are made as of the date of this Form 10-Q, and we
assume no obligation to explain the reason why actual results may differ. In
light of these assumptions, risks, and uncertainties, the forward-looking events
discussed in this Form 10-Q might not occur.
 
 Company
Overview
  We are an
emerging provider of Internet lead generation and advertising solutions. We
intend to develop internally and or acquire businesses and grow in the areas of
online customer acquisition, diversified multi channel advertising, tracking,
reporting, and conversion enhancing technologies.
 
 We plan
to expand our customer base of leading third party direct advertisers, ad
networks, affiliate networks, and list managers, as well as our own wholly owned
properties by continuing to expand our advertising reach and utilizing cutting
edge conversion and tracking technologies to improve performance.  We
offer advertisers a compelling value proposition by offering true
pay-per-performance pricing, commonly known as cost-per-action (CPA) or
pay-per-action (PPA).  We intend to service domestic advertisers and
expand into international markets. Additionally, we plan to expand our own
online properties, both internally, and through further
acquisitions.
 
 We will
continue to expand into new advertising channels, both domestically and
internationally, which include, but are not limited to display (banners),
search, email, mobile, and user applications. By continuing to diversify our
reach, we can offer our advertisers a broader platform by which to acquire new
customers.  Our advertisers will be able to leverage a vast and
multi-channel advertising network, as well as leverage new channels as they
become available.
 
 We plan
to continue to invest in our proprietary conversion, tracking, and reporting
technology.  Through the use of our reporting infrastructure, we can
utilize real-time data to make better marketing decisions.  Similarly,
through continual testing, from creative to landing pages and beyond, we can
benefit from driving the highest possible conversions.
 
 Liquidity
and Capital Resources
 
 During
the first half of fiscal 2008, we raised approximately $5.8 million in gross
proceeds ($5.7 million in net proceeds) from the issuance of approximately
7,675,000 restricted shares of our common stock to 31 accredited
investors.
 
 At June
30, 2008, we had cash, cash equivalents and short term investments of
approximately $5,072,000. Net cash used in operations for the six months ended
June 30, 2008 was approximately $284,000.  We anticipate continuing
negative cash flow from operations for at least the next two
quarters.
 
 In
addition to financing our cash requirements for operations, a significant
portion of our cash will be used for mergers and acquisitions.
   16
    
 We
believe our current cash on hand of approximately $3.7 million will enable us to
continue operations until at least the end of fiscal 2009.
 
 Results
of operations
 
 The
following table sets forth key components of our unaudited consolidated results
of operations for the periods indicated.
 
 Three
months ended June 30, 2008 compared to three months ended June 30,
2007.
  2008
                
                
                2007
                
                
                %
      ChangeRevenues,
      net
                
                $
                718,776
                
                
                $
                367,522
                
                
                
                96
                %Cost
      of sales
                
                
                536,244
                
                
                
                281,862
                
                
                
                90
                %Gross
      profit
                
                
                182,532
                
                
                
                85,660Operating
      expenses:Product
      development
                
                
                35,250
                
                
                
                -Sales
      and marketing
                
                
                295,982
                
                
                
                31,957
                
                
                
                826
                %General
      and administrative
                
                
                542,713
                
                
                
                14,659
                
                
                
                3,602
                %Total
      operating expenses
                
                
                873,945
                
                
                
                46,616
                
                
                
                1,775
                %Income
      (loss) before interest and income taxes
                
                
                (691,413
                )
                
                
                39,044
                
                
                
                (1,871
                %)Interest
      income (expense), net
                
                
                29,536
                
                
                
                116Income
      (loss) before income taxes
                
                
                (661,877
                )
                
                
                39,160
                
                
                
                (1,790
                %)Income
      taxes
                
                
                -
                
                
                
                800Net
      income (loss)
                
                $
                (661,877
                )
                
                $
                38,360
                
                
                
                (1,825
                %)
  Revenues
 
 In the
three months ended June 30, 2008, revenues increased approximately $351,000 or
96% as compared to the three months ended June 30, 2007. This increase was the
result of increasing our customer base, primarily one very large advertising
customer (Connexus/Netblue) in addition to adding affiliates to our distribution
network which expanded our publishing reach. We anticipate our revenues to
continue increasing quarter over quarter as we expand our customer base and
advertising channels.
 
 Cost of
sales
 
 Cost of
sales for the three months ended June 30, 2008 increased 90% over the comparable
quarter of fiscal 2007. The increase primarily reflected the increased costs of
media buys necessary to generate the increased revenue described
above.
 
 Cost of
sales for the three months ended June 30, 2008, consisted of the
following:
  2008
                
                
                2007Costs
      of  affiliates
                
                $
                74,012
                
                
                
                184,520Costs
      of media buys
                
                
                453,502
                
                
                
                88,797Costs
      of affiliate network software
                
                
                2,300
                
                
                
                -Costs
      of insurance and compliance
                
                
                3,500
                
                
                
                -Costs
      of web site development and hosting
                
                
                2,930
                
                
                
                8,545Total
                
                $
                536,244
                
                
                $
                281,862
    17
  
 We
anticipate our costs of sales to increase quarter over quarter in order generate
the anticipated revenue increases.
 
 Gross
profit
 
 Gross
profit increased from 23.3% of revenue in our second quarter of fiscal 2007 to
25.4% of revenue in the three months ended June 30, 2008.  This
increase in gross profit was the result of more efficient spending on media buys
and targeting more successful advertiser offers.  Successful
advertiser offers are replicated and less successful offers were terminated more
timely than in the prior year. We anticipate gross profits to improve quarter
over quarter.
 
 Operating
expenses
 
 Product development expenses-
During the three months ended June 30, 2008, our product development expenses
were $35,250. There were no product development expenses incurred in the same
quarter of the prior fiscal year. Product development costs consisted primarily
of the costs of software projects and platforms for our promotional advertising
initiatives that we determined at June 30, 2008 were not yet probable to be
completed and not ready to perform the functions they were intended for. These
costs of internally developed software will be capitalized upon our determining
the technical feasibility of the software in accordance with Statement of
Financial Accounting Standard (SFAS) No. 86, "Accounting for the Costs of
Computer Software to Be Sold, Leased or Otherwise Marketed." We anticipate our
product development costs will increase over the next several quarters
reflecting our initiatives to increase our advertising channels and the platform
development costs associated with this increase.
 
 Sales and marketing expenses
increased $264,025 or 826% in the three months ended June 30, 2008 over the
comparable quarter in fiscal 2007. This increase reflects the changes in the
company over the last year as we structured for growth through increased
headcount staffing.  Our sales and marketing group has increased from
two people in fiscal 2007 to six people at June 30, 2008 which resulted in
salaries and benefits increasing from $31,957 to $205,921.  In
addition, we incurred $21,345 in sales and marketing related stock based
compensation expense in the second quarter of fiscal 2008. We anticipate our
sales and marketing costs to increase over the next several quarters in order to
generate the anticipated revenue increases.
 
 General and administrative
expenses increased by $528,054 to $542,713 (3,602%) in the three months
ended June 30, 2008 over the comparable quarter in fiscal 2007. This increase
reflects moving from a small two person privately-held early stage start-up
company with little overhead to a publicly reporting and trading company with
five employees included in general and administrative costs.  We
incurred more significant legal and accounting fees in the three months ended
June 30, 2008 compared to zero in the three months ended June 30, 2007. Most of
these expenses were incurred as a direct result of being a publicly traded
company.  We anticipate general and administrative expenses to
slightly increase over the next several quarters reflecting increased costs of
investor relations activities
 
 Interest income,
net
 
 Interest
income in the three months ended June 30, 2008 increased $29,420 to $29,536 over
the comparable quarter in fiscal 2007.  This increase was the direct
result of the interest we received on our short term investments from the gross
proceeds of $5.8 million ($5.7 million in net proceeds) in private equity we
raised in March and April of this year.
   18
  
 Although
amortization of intangible assets was insignificant in the three and six months
ended June 30, 2008, we anticipate increased amounts of intangible asset
amortization consistent with our strategy to pursue merger and acquisition
opportunities.
 
 Six
months ended June 30, 2008 compared to six months ended June 30,
2007.
 
 2008
              
              
              2007
              
              
              %
      ChangeRevenues,
      net
              
              $
              1,409,329
              
              
              $
              679,824
              
              
              
              107
              %Cost
      of sales
              
              
              1,079,904
              
              
              
              476,725
              
              
              
              127
              %Gross
      profit
              
              
              329,425
              
              
              
              203,099Operating
      expensesProduct
      development
              
              
              35,250
              
              
              
              -Sales
      and marketing
              
              
              328,473
              
              
              
              55,257
              
              
              
              494
              %General
      and administrative
              
              
              551,208
              
              
              
              32,037
              
              
              
              1,621
              %Total
      operating expenses
              
              
              914,931
              
              
              
              87,294
              
              
              
              948
              %Income
      (loss) before interest and income taxes
              
              
              (585,506
              )
              
              
              115,805
              
              
              
              (606
              %)Interest
      income (expense), net
              
              
              32,093
              
              
              
              117
              
              
              
              27,330
              %Income
      (loss) before income taxes
              
              
              (553,413
              )
              
              
              115,922
              
              
              
              (577
              %)Income
      taxes
              
              
              800
              
              
              
              800Net
      income (loss)
              
              $
              (554,213
              )
              
              $
              115,122
              
              
              
              (581
              %)
 
 Revenues
 
 In the
six months ended June 30, 2008 revenues increased approximately $730,000 or 107%
as compared to the six months ended June 30, 2007. This increase was the result
of increasing our customer base, primarily one very large advertising customer
(Connexus/Netblue) in addition to adding affiliates to our distribution network
which expanded our publishing reach. We anticipate our revenues to continue
increasing quarter over quarter as we expand our customer base and advertising
channels.
 
 Cost of
sales
 
 Cost of
sales for the six months ended June 30, 2008 increased approximately by $603,000
or 127% over the comparable period in fiscal 2007. The increase reflected the
increased costs of media buys necessary to generate the increased revenue
described above and the initial use of affiliates necessary to generate the
increased revenue described above. Initially, affiliate related revenue has a
lower gross margin that non-affiliate related revenue.
 
 Cost of
sales for the six months ended June 30, 2008, consisted of the
following:
  2008
                
                
                2007Costs
      of  affiliates
                
                $
                357,554
                
                
                
                295,214Costs
      of media buys
                
                
                708,783
                
                
                
                171,852Costs
      of affiliate network software
                
                
                2,300
                
                
                
                -Costs
      of insurance and compliance
                
                
                3,500
                
                
                
                -Costs
      of web site development and hosting
                
                
                7,767
                
                
                
                9,659Total
                
                $
                1,079,904
                
                
                $
                476,725
     19
 
 We
anticipate our costs of sales to increase quarter over quarter in order generate
the anticipated revenue increases.
 
 Gross
profit
 
 Gross
profit decreased from 29.9% of revenue in the first half of fiscal 2007 to 23.4%
of revenue in the first half of fiscal 2008.  This decrease in gross
profit was the result of increased cost of sales related to affiliated related
revenue described above. We anticipate gross profits to improve quarter over
quarter.
 
 Operating
expenses
 
 Product development - During
the six months ended June 30, 2008, our product development expenses were
$35,250. There were no product development expenses incurred in the same quarter
of the prior fiscal year. Product development expenses consisted primarily of
the costs of software projects and platforms for our promotional advertising
initiatives that we determined at June 30, 2008 were not yet probable to be
completed and not ready to perform the functions they were intended for. These
costs of internally developed software will be capitalized upon our determining
the technical feasibility of the software in accordance with Statement of
Financial Accounting Standard (SFAS) No. 86, "Accounting for the Costs of
Computer Software to Be Sold, Leased or Otherwise Marketed." We anticipate our
product development costs were increase over the next several quarters
reflecting our initiatives to increase our advertising channels and the platform
development costs associated with this increase.
 
 Sales and marketing expenses
increased by $273,216 to $328,473 or 494% in the first six months of fiscal 2008
over the comparable period in fiscal 2007. This increase reflects the changes in
the company in fiscal 2008 as we structured for growth through increased
headcount staffing.  Our sales and marketing group has increased from
2 people in fiscal 2007 to six people at June 30, 2008 which resulted in
significant increases in salaries and benefits. In addition, we incurred $21,345
in stock based compensation expense in the second quarter of fiscal 2008. We
anticipate that our sales and marketing costs will increase over the next
several quarters in order to generate the anticipated revenue
increases.
 
 General and administrative
expenses increased by $519,171 to $551,208  (1,621%) in the
first six months of fiscal 2008 over the comparable quarter in fiscal 2007. This
increase reflects creating the overhead needed for our planned growth and
anticipated acquisitions as well as additional employees necessary to meet the
reporting requirements of a public company.  We incurred more
significant legal and accounting fees in the six months ended June 30, 2008 and
no similar fees were incurred in the six months ended June 30, 2007. Most of
these expenses were incurred as a direct result of being a publicly reporting
company. We anticipate general and administrative expenses to slightly increase
over the next several quarters reflecting increased costs of investor relations
activities and other professional fees.
 
 Interest
income, net
 
 Interest
income in the first half of fiscal 2008 increased by $32,093 to
$36,457  (27,330%) over the comparable six months in fiscal
2007.  This increase was the direct result of the interest we received
on our short term investments from the gross proceeds of $5.8 million ($5.7
million in net proceeds) in private equity we raised in March and April of
2008.
 
 Although
our amortization of intangible assets were insignificant in the three and six
months ended June 30, 2008, we anticipate increased amounts of intangible asset
amortization consistent with our strategy to pursue merger and acquisition
opportunities.
 
   20
  
 ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 We do not
normally hold market risk sensitive instruments for trading purposes nor do we
have any foreign currency exchange exposure. We do however recognize market risk
from interest rate fluctuations related to the returns we receive on our short
term investment balances. At June 30, 2008, our cash resources earned interest
at variable rates. Accordingly, our return on these funds is affected by
fluctuations in interest rates.
 
 ITEM
4T. CONTROLS AND PROCEDURES
 
 (a)  Under the
supervision and with the participation of our management, including our chief
executive officer and chief financial officer, we carried out an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15.  Based upon that
evaluation and as of June 30, 2008, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures were
effective as of June 30, 2008.
 
 We do
not, however, expect that our disclosure controls or internal controls over
financial reporting will prevent all errors or all instances of fraud.  A
control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the control system's objectives will be
met.  Further, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs.  Management is required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.
Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues and instances of
fraud, if any, within our company have been detected.  These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
 Because of the inherent limitation of a cost-effective control system,
misstatements due to error or fraud may occur and not be
detected.  Additionally, controls can be circumvented by the
individual acts of  some  persons,  by collusion
of two or more people or by management override of a control. A design of a
control system is also based upon certain assumptions about potential future
conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and may not be
detected.
    21
 
 
 PART
II. OTHER INFORMATION
 
 ITEM
1.  LEGAL PROCEEDINGS
 
 We are
not currently a party to any legal proceedings. We may become from time to time
involved in legal proceedings in the ordinary course of business.  We
may not be successful in defending these or other claims. Regardless of the
outcome, litigation can result in substantial expense and could divert the
efforts of our management.
 
 ITEM
1A.  RISK FACTORS
  There
are numerous and varied risks, known and unknown, that may prevent us from
achieving our goals.  If any of these risks actually occur, our
business, financial condition or results of operation may be materially
adversely affected.  In such case, the trading price of our common
stock could decline and investors could lose all or part of their
investment.
 
 Risks
Relating to the Company
  Our
limited operating history makes evaluation of our business
difficult.
  The
assets we acquired from Kim and Lim LLC (“Pieces Assets”) have been operating
since November 2005. Abundantad was incorporated in February, 2008 and we have
been in business with Adex Media Inc. as the parent company since May, 2008. We
therefore have had limited historical financial data upon which to base planned
operating expenses or forecast accurately future operating
results.  Further, our limited operating history will make it
difficult for investors and securities analysts to evaluate our business and
prospects.  You must consider our prospects in light of the risks,
expenses and difficulties we face as an early-stage company with a limited
operating history.  We are completely reliant upon new management
for our future operations and success.
  We
may need additional funding to support our operations and capital expenditures,
which may not be available to us and which lack of availability could adversely
affect our business.
  We have
no committed sources of additional capital.  Our organizational
activities were being financed with credit from vendors and personal funds of
our officers and directors.  We raised gross proceeds of approximately
$5.8 million (net proceeds of approximately $5.7 million) in equity from private
investors during March and April 2008.  We may need
additional funds to support our growth, fund future acquisitions, pursue
business opportunities, react to unforeseen difficulties, or to respond to
competitive pressures.  There can be no assurance that any financing
arrangements will be available in amounts or on terms acceptable to us, if at
all.  Furthermore, the sale of additional equity or convertible debt
securities may result in further dilution to existing
stockholders.
  If we
raise additional funds through the issuance of debt, we will be required to
service that debt and are likely to become subject to restrictive covenants and
other restrictions contained in the instruments governing that debt, which may
limit our operational flexibility.  If adequate additional funds are
not available, we may be required to delay, reduce the scope of or
eliminate material parts of the implementation of our business strategy,
including the possibility of additional acquisitions or internally developed
businesses.
    22
     Two
customers accounted for approximately 88% of our consolidated revenue and loss
of either of these customers would have a material adverse effect on our
business.
 
 For the
six months ended June 30, 2008, one customer accounted for 59% of our revenue
and another customer accounted for 29% of our revenue. In 2007, one of these
customers accounted for approximately 96% of our revenue. The loss of either of
these customers would have a material adverse impact on our
business.
  We
will likely consummate mergers and acquisitions, which could divert our
management’s attention, cause ownership dilution to our stockholders and be
difficult to integrate.
  Our
business strategy depends in part on our ability to identify, structure and
integrate mergers and acquisitions that are complementary with our business
model.  Acquisitions, strategic relationships and investments in the
technology and Internet sectors involve a high degree of risk.  We may
also be unable to find a sufficient number of attractive opportunities, if any,
to meet our objectives.  Although many technology and Internet
companies have grown in terms of revenue, few companies are profitable or have
competitive market share.  Our potential acquisitions, relationships
or investment targets and partners may have histories of net losses and may
expect net losses for the foreseeable future.
  Merger
and or acquisition transactions are accompanied by a number of risks that could
harm us and our business, operating results, and financial
condition:
  ·
              we could experience a
      substantial strain on our resources, including time and money, and we may
      not be successful in completing the acquisitions;·
              our management’s attention may be
      diverted from our ongoing business concerns;·
              while integrating new companies,
      we may lose key executives or other employees;
  ·
              we could experience customer
      dissatisfaction or performance problems with an acquired company or
      technology;·
              we may become subject to unknown
      or underestimated liabilities of an acquired entity; or
                incur
      unexpected expenses or losses from such acquisitions;
  and·
              we may incur impairment charges
      related to goodwill or other intangible assets or other unanticipated
      events or circumstances, any of which could harm our
    business.
  Consequently,
we might not be successful in integrating any acquired businesses, products or
technologies, and might not achieve anticipated revenue and cost
benefits.
  We
may be unable to effect a merger or acquisition or we may incorrectly ascertain
the merits or risks of an acquired company.
  To the
extent we complete a merger or acquisition, we may be affected by numerous risks
inherent in the business operations of the acquired entity.  Although
our management will endeavor to evaluate the risks inherent in the target
entity’s business or industry, we cannot assure you that we will properly
ascertain or assess all of the significant risk factors.
   23
   We
may be unable to attract and retain key employees.
  We
presently employ a limited number of persons with internet or public-company
experience.  Failure to attract and retain necessary technical
personnel and skilled management could adversely affect our
business.  The success and growth of our business will depend on the
contributions of our Chief Executive Officer, Scott Rewick and our ability to
attract, retain and motivate highly skilled and qualified
personnel.  If we fail to attract, train and retain sufficient numbers
of these highly qualified people, our prospects, business, financial condition
and results of operations will be materially and adversely
affected.  Our success will depend on the skills, experience and
performance of key members of our management team.  The loss of any
key employee could have an adverse effect on our prospects, business, financial
condition, and results of operations.  Although we intend to issue
stock options or other equity-based compensation to attract and retain
employees, such incentives may not be sufficient to attract and retain key
personnel.
  Although
we have an experienced senior management team, the lack of depth of our
management team could put us at a competitive disadvantage.  Not all
members of our management team will possess public-company experience, which
could impair our ability to comply with legal and regulatory requirements such
as those imposed by Sarbanes-Oxley Act of 2002. Such responsibilities include
complying with federal securities laws and making required disclosures on a
timely basis.  We cannot assure you that our management will be able
to implement programs and policies in an effective and timely manner that
adequately respond to such increased legal, regulatory compliance and reporting
requirements.  Our failure to do so could lead to the imposition of
fines and penalties and further result in the deterioration of our
business.
 
 We
may be unable to effectively manage our growth.
  Our
strategy envisions growing our business.  If we fail to effectively
manage our growth, our financial results could be adversely
affected.  Growth may place a strain on our management systems and
resources.  We must continue to refine and expand our business
development capabilities, our systems and processes and our access to financing
sources.  As we grow, we must continue to hire, train, supervise and
manage new employees.  We cannot assure you that we will be able
to:
  ·
              meet
      our capital needs;·
              expand
      our systems effectively or efficiently or in a timely
    manner;·
              allocate
      our human resources optimally;·
              identify
      and hire qualified employees or retain valued employees;
  or·
              incorporate
      effectively the components of any business that we may acquire in our
      effort to achieve growth.
   24
    If we are
unable to manage our growth, our operations and financial results could be
adversely affected.
  The
loss of our management could harm our current and future operations and
prospects.
  We are
heavily dependent on the continued services of the management and employees of
acquired businesses.  We do not expect to have employment agreements
that provide a fixed term of employment with all of the members of senior
management, and members of management will have the right, in certain
circumstances, to terminate their employment.  Each of those
individuals without employment agreements may voluntarily terminate their
employment at any time.  In certain cases, our senior members of
management may be entitled to severance payments for termination by the Company
or their own voluntary termination of their employment.
  If
we are unable to obtain adequate insurance, our financial condition could be
adversely affected in the event of uninsured or inadequately insured loss or
damage.  Our ability to effectively recruit and retain qualified
officers and directors could also be adversely affected if we experience
difficulty in obtaining adequate directors’ and officers’ liability
insurance.
  We may
not be able to obtain insurance policies on terms affordable to us that would
adequately insure our business and property against damage, loss or claims by
third parties. To the extent our business or property suffers any damages,
losses or claims by third parties, which are not covered or adequately covered
by insurance, the financial condition of the Company may be materially adversely
affected.
  We may be
unable to maintain sufficient insurance as a public company to cover liability
claims made against our officers and directors.  If we are unable to
adequately insure our officers and directors, we may not be able to retain or
recruit qualified officers and directors to manage the company.
  Our
founders and directors may have interests that are different than other
shareholders and may influence certain actions.
  Our
founders and  investors currently own and may continue to own a
majority of the shares of common stock of Adex following the Merger, and will
control a significant amount of shares following further
acquisitions.  Therefore, our founders and investors will be able to
influence the outcome of various actions that require stockholder approval
including the election of our directors; delaying, preventing or approving a
transaction in which stockholders might receive a premium over the prevailing
market price for their shares; and preventing or causing changes in control or
management.  In addition, each of our founders own interests in or
participates in the management of other businesses, some of which may tend to
compete with us and there are no restrictions on such activities or affairs of
such persons.
  
 
 25
 
 
 
 Risks
Relating to Our Business
  If
we do not maintain and grow a critical mass of advertisers, our operating
results could be adversely affected.
  Our
success depends, in part, on maintenance and growth of a critical mass of
advertisers and a continued interest in performance-based and other advertising
services.  If, alone or through any business acquired by us, we are
unable to achieve a growing base of advertisers, we may not successfully develop
or market technologies, products or services that are competitive or accepted by
merchant advertisers.  Any decline in the number of merchant
advertisers could adversely affect our operating results generally.
 
 We
will depend on several of the major search engines to continue to provide us
traffic that advertisers deem to be of value, and if they do not, it could have
a material adverse effect on the value of our services.
  We will
depend on several of the major Internet search engines, namely Google, Yahoo!,
MSN and AOL, and Social Media Web sites, namely Facebook, to provide traffic
that merchant advertisers deem to be of value.  We will monitor the
traffic delivered to our merchant advertisers in an attempt to optimize the
quality of traffic we will deliver.  We will review factors such as
non-human processes, including robots, spiders, scripts (or other software),
mechanical automation of clicking and other sources and causes of low-quality
traffic, including, but not limited to, other non-human clicking
agents.  Even with such monitoring in place, there is a risk that a
certain amount of low-quality traffic will be provided to our merchant
advertisers, which, if not contained, may be detrimental to those
relationships.  Low-quality traffic (or traffic that is deemed to be
less valuable by our merchant advertisers) may prevent us from growing our base
of merchant advertisers and cause us to lose  relationships with
existing merchant advertisers.
  We
may be subject to litigation for infringing the intellectual property rights of
others.
  Our
success will depend, in part, on our ability to protect our intellectual
property and to operate without infringing on the intellectual property rights
of others.  We cannot guarantee that any of our intellectual property
will be adequately safeguarded, or that our intellectual property will not be
challenged by third parties.  We may be subject to patent infringement
claims or other intellectual property infringement claims that would be costly
to defend and could limit our ability to use certain critical
technologies.
  If we
were to acquire or develop a product or business model that a third party
construes as infringing on a patent, then  the owner of the patent
could demand that we license the patented technology, re-engineer our product(s)
or revise our business model according to terms that may be extremely expensive
and/or unreasonable.
  Any
patent litigation could negatively impact our business by diverting resources
and management attention from other aspects of the business and adding
uncertainty as to the ownership of technology and services that we view as
proprietary and essential to our business.  In addition, a successful
claim of patent infringement against us and our failure or inability to license
the infringed or similar technology on reasonable terms, or at all, could have a
material adverse effect on our business.
    26
   We
may be involved in lawsuits to protect or enforce any patents that we may be
granted, which could be expensive and time consuming.
  If we
acquire patent rights in the future, we may initiate patent litigation to
protect or enforce our patent rights or others may sue us to invalidate patents
on which we rely.  We may also become subject to interference
proceedings conducted in the patent and trademark offices of various
countries to determine the priority of inventions.  The defense and
prosecution, if necessary, of intellectual property suits, interference
proceedings and related legal and administrative proceedings is costly and may
divert our technical and management personnel from their normal
responsibilities.  We may not prevail in any of these
suits.  An adverse determination of any litigation or defense
proceedings could put our patents at risk of being invalidated or interpreted
narrowly and could put our patent applications at risk of not being
issued.
 
 Furthermore,
because of the substantial amount of discovery required in connection with
intellectual property litigation, there is a risk that some of our confidential
information could be compromised by disclosure during this type of
litigation.  In addition, during the course of this kind of
litigation, there could be public announcements of the results of hearings,
motions or other interim proceedings or developments in the
litigation.  If securities analysts or investors perceive these
results to be negative, it could have an adverse effect on the trading price of
our common stock.
  Risks
Relating to Our Industry
  If
we are unable to compete in the highly competitive performance-based advertising
and marketing industries, we may experience reduced demand for our products and
services.
  We expect
to operate in a highly competitive environment.  We will compete with
other companies in the following two main areas:
  ·
              sales
      to merchant advertisers of performance-based and other advertising;
      and·
              services
      that allow merchants to manage their advertising campaigns across multiple
      networks and monitor the success of these
  campaigns.
 
 Although
we expect to pursue a strategy that allows us to potentially partner with all
relevant companies in the industry, there are certain companies in the industry
that may not wish to partner with us.
  We expect
competition to intensify in the future because current and new competitors can
enter our market with little difficulty.  The barriers to entering our
market are relatively low.  In fact, many current Internet and media
companies presently have the technical capabilities and advertiser bases to
enter the industry.  Further, if the consolidation trend continues
among the larger media companies with greater brand recognition, the share of
the market remaining for us and other smaller providers could decrease, even
though the number of smaller providers could continue to
increase.  These factors could adversely affect our competitive
position in the search marketing services industry.
   27
   Some of
our competitors, as well as potential entrants into our market, may be better
positioned to succeed in this market.  They may have:
  ·
              longer
      operating histories;·
              more
      management experience;·
              an
      employee base with more extensive experience;·
              a
      better ability to service customers in multiple cities in the United
      States and internationally by virtue of the location of sales
      offices;·
              larger
      customer bases;·
              greater
      brand recognition; and·
              significantly
      greater financial, marketing and other
  resources.
  In
addition, many current and potential competitors can devote substantially
greater resources than we can to promotion, Web site development and systems
development.  Furthermore, there are many established and
well-financed competitors that could acquire or create competing companies or
joint ventures in market segments or countries of interest to us, which could
increase competition and reduce the demand for any of our services.
  If
we are unable to respond to the rapid technological change characteristic of our
industry, our products and services may not be competitive.
  The
market for our services is characterized by rapid change in business models and
technological infrastructure, and we will need to constantly adapt to changing
markets and technologies to provide competitive services.  We believe
that our success will depend, in part, on our ability to develop our services
for both our target market and for applications in new
markets.  However, we may not be successful and our competitors may
develop innovations that render our products and services obsolete or
uncompetitive.
  Our
technical systems will be vulnerable to interruption and damage that may be
costly and time-consuming to resolve and may harm our business and
reputation.
  A natural
or man-made disaster or other cause could interrupt our services indefinitely
and severely damage our business, prospects, financial condition and results of
operations.  Our systems and operations will be vulnerable to damage
or interruption from fire, floods, network failure, hardware failure, software
failure, power loss, telecommunications failures, break-ins, terrorism, war or
sabotage, computer viruses, denial of service attacks, penetration of our
network by unauthorized computer users and “hackers,” and other similar
events.
  We
presently may not possess and may not have developed or implemented adequate
protections or safeguards to overcome any of these events.  We also
may not have anticipated or addressed many of the potential events that could
threaten or undermine our technology network.
   28
   Any of
these occurrences could cause material interruptions or delays in our business,
result in the loss of data, render us unable to provide services to our
customers, expose us to material risk of loss or litigation and liability,
materially damage our reputation and our visitor traffic may decrease as a
result.  In addition, if a person is able to circumvent our security
measures, he or she could destroy or misappropriate valuable information or
disrupt our operations which could cause irreparable damage to our reputation or
business.  Similar industry-wide concerns or events could also
damage our reputation or business.  Our insurance, if obtained,
may not be adequate to compensate us for all losses that may occur as a result
of a catastrophic system failure or other loss, and our insurers may not be able
or may decline to do so for a variety of reasons.
  If we
fail to address these issues in a timely manner, we may lose the confidence of
our merchant advertisers, our revenue may decline and our business could
suffer.
 
 We
will rely on third-party co-location providers, and a failure of service by
these providers could adversely affect our business and reputation.
  We will
rely on third-party co-location providers to host our main
servers.  If these providers experience any interruption in operations
or cease operations for any reason or if we are unable to agree on satisfactory
terms for continued hosting relationships, we would be forced to enter into a
relationship with other service providers or assume hosting responsibilities
ourselves.  If we are forced to switch hosting facilities, we
may not be successful in finding an alternative service provider on
acceptable terms or in hosting the computer servers ourselves.  We may
also be limited in our remedies against these providers in the event of a
failure of service.  In the past, short-term outages have occurred in
the service maintained by co-location providers which could recur.  We
also may rely on third-party providers for components of our technology
platform, such as hardware and software providers, credit card processors and
domain name registrars.  A failure or limitation of service or
available capacity by any of these third-party providers could adversely affect
our business and reputation.
  Our
quarterly results of operations might fluctuate due to changes in the search
engine-based algorithms, which could adversely affect our revenue and in turn
the market price of our common stock.
  Our
revenue will be heavily dependent on how search engines treat our content in
their indexes.  If search engines determine that our content is not
high quality, they may not rank our content as highly in their indexes resulting
in a reduction in our traffic, which may cause lower than expected
revenues.  We are greatly dependent on a small number of major search
engines, namely Google, Yahoo!, MSN, and AOL.  Search engines tend to
adjust their algorithms periodically and each adjustment tends to have an impact
on how our content ranks in their indexes.  These constant
fluctuations could make it difficult for us to predict future
revenues.
  We
are susceptible to general economic conditions, and a downturn in advertising
and marketing spending by merchants could adversely affect our operating
results.
  Our
operating results will be subject to fluctuations based on general economic
conditions, in particular those conditions that impact merchant-consumer
transactions.  If there were to be a general economic downturn that
affected consumer activity in particular, however slight, then we would expect
that business entities, including our merchant advertisers and potential
merchant advertisers, could substantially and immediately reduce their
advertising and marketing budgets.  We believe that during periods of
lower consumer activity, merchant spending on advertising and marketing is more
likely to be reduced, and more quickly, than many other types of business
expenses.  These factors could cause a material adverse effect on our
operating results.
   29
  
 We
depend on the growth of the Internet and Internet infrastructure for our future
growth and any decrease or less-than-anticipated growth in Internet usage could
adversely affect our business prospects.
  Our
future revenue and profits, if any, depend on the continued widespread use of
the Internet as an effective commercial and business medium.  Factors
which could reduce the widespread use of the Internet include:
 
 ·
              possible
      disruptions or other damage to the Internet or telecommunications
      infrastructure;·
              failure
      of the individual networking infrastructures of our merchant advertisers
      and distribution partners to alleviate potential overloading and delayed
      response times;·
              a
      decision by merchant advertisers to spend more of their marketing dollars
      in offline areas;·
              increased
      governmental regulation and taxation; and·
              actual
      or perceived lack of security or privacy
  protection.
 
 In
particular, concerns over the security of transactions conducted on the Internet
and the privacy of users may inhibit the growth of the Internet and other online
services, especially online commerce.  In order for the online
commerce market to develop successfully, we, and other market participants, must
be able to transmit confidential information, including credit card information,
securely over public networks.  Any decrease or less than anticipated
growth in Internet usage could have a material adverse effect on our business
prospects.
  Government
regulations and legal uncertainties relating to the Internet and online commerce
may adversely affect our business and operating results.
  Companies
engaging in online search, commerce and related businesses face uncertainty
related to future government regulation of the Internet.  Due to the
rapid growth and widespread use of the Internet, legislatures at the federal and
state levels are enacting and considering various laws and regulations relating
to the Internet.  Furthermore, applicability to the Internet of
existing laws governing issues such as property ownership, copyrights and other
intellectual property issues, libel, obscenity and personal privacy is
uncertain.  Lawmakers adopted the majority of those laws prior to the
advent of the Internet and related technologies and, as a result, the laws do
not expressly contemplate or address the unique issues presented by the Internet
and related technologies.  Such existing and new laws may negatively
affect our business and operating results, expose us to substantial compliance
costs and liabilities, and impede the growth in use of the
Internet.
  
 30
 
 The
following existing and proposed federal laws could negatively impact our
business:
  ·
              the
      Digital Millennium Copyright Act and its related safe harbors, which are
      intended to reduce the liability of online service providers for listing
      or linking to third-party Web sites that include materials that infringe
      copyrights or other rights of others;·
              the
      Federal Trade Commission Act, which requires, among other things, that all
      disclosures in connection with online offers and promotions be “clear and
      conspicuous”;·
              the
      CAN-SPAM Act of 2003 and certain similar state laws, which are intended to
      regulate interstate commerce by imposing limitations and penalties on the
      transmission of unsolicited commercial electronic mail via the Internet;
      and·
              pending
      and adopted consumer protection and privacy
  legislation.
  Courts
may apply these laws in unintended and unexpected ways.  As a company
that provides services over the Internet, we may be subject to an action brought
under any of these or future laws governing online services.  Many of
the services of the Internet are automated and companies such as ours may be
unknowing conduits for illegal or prohibited materials.  We cannot
predict how courts will rule in many circumstances; for example, it
is possible that some courts could find strict liability or impose “know
your customer” standards of conduct in certain circumstances.
  In 1998,
the Internet Tax Freedom Act was enacted, which generally placed a three-year
moratorium on state and local taxes on Internet access and on multiple or
discriminatory state and local taxes on electronic commerce.  This
moratorium was recently extended.  We cannot predict whether this
moratorium will be extended in the future or whether future legislation will
alter the nature of the moratorium.  If this moratorium is not
extended in its current form, state and local governments could impose
additional taxes on Internet-based transactions, and these taxes could decrease
our ability to compete with traditional retailers and could have a material
adverse effect on our business, financial condition, results of operations and
cash flow.
 
 We may
also be subject to costs and liabilities with respect to privacy
issues.  Several Internet companies have incurred costs and paid
penalties for violating their privacy policies.  Further, federal and
state governments may adopt new legislation with respect to user
privacy.  Foreign governments may also pass laws which could
negatively impact our business or may prosecute us for our products and services
based on existing laws.  The restrictions imposed by, and costs of
complying with, current and possible future laws and regulations related to our
business could harm our business and operating results.  In addition,
our failure to comply with applicable laws and regulations could result in
fines, sanctions and other penalties and additional restrictions on our
collection, transfer or use of personal data.  These developments
could materially and adversely affect our results of operations and financial
condition.
 
 The
increasing use of the Internet and the resulting burden on the
telecommunications infrastructure has prompted telephone carriers to request
that the Federal Communications Commission (“FCC”) regulate Internet service
providers and impose access fees on those providers.  If the FCC
imposes access fees, the costs of using the Internet could increase
dramatically.  This could result in the reduced use of the Internet as
a medium for commerce, which could have a material adverse effect on our
Internet business operations.
    31
  
 We will
also be subject to regulation not specifically related to the Internet,
including laws affecting direct marketing, advertising, and sweepstakes and
other contests.  If courts and regulators interpret current laws
unfavorably, or if additional legislative or regulatory restrictions develop, we
may be forced to revise our business strategy.  We cannot predict
whether alternative strategies would yield favorable results, and our failure to
develop successful alternative strategies could materially and adversely affect
our results of operations and financial condition.
  Future
regulation of search engines may adversely affect the commercial utility of our
search marketing services.
 
 The
Federal Trade Commission (“FTC”) has recently reviewed the way in which search
engines disclose paid placements or paid inclusion practices to Internet
users.  In 2002, the FTC issued guidance recommending that all search
engine companies ensure that all paid search results are clearly
distinguished from non-paid results, that the use of paid inclusion is clearly
and conspicuously explained and disclosed and that other disclosures are made to
avoid misleading users about the possible effects of paid placement or paid
inclusion listings on search results.  Such disclosures if ultimately
mandated by the FTC or voluntarily made by us may reduce the desirability of any
paid placement and paid inclusion services that we offer.  We believe
that some users may conclude that paid search results are not subject to the
same relevancy requirements as non-paid search results, and will view paid
search results less favorably.  If such FTC disclosure reduces the
desirability of paid placement and paid inclusion services, and “click-throughs”
of paid search results decrease, the commercial utility of our search
marketing services could be adversely affected.
  We
may incur liabilities for the activities of users of our service, which could
adversely affect our service offerings.
  The law
relating to the liability of providers of online services for activities of
their users and for the content of their merchant advertiser listings is
currently unsettled and could damage our business, financial condition and
operating results.  Our insurance policies may not provide coverage
for liability arising out of activities of our users or merchant advertisers for
the content of our listings.  Furthermore, we may not be able to
obtain or maintain adequate insurance coverage to reduce or limit the
liabilities associated with our businesses.  We may not
successfully avoid civil or criminal liability for unlawful activities carried
out by consumers of our services or for the content of our
listings.  Our potential liability for unlawful activities of users of
our services or for the content of our listings could require us to implement
measures to reduce our exposure to such liability, which may require us, among
other things, to spend substantial resources or to discontinue certain service
offerings.
  Our
ability to grow will depend on effectively competing against Google and other
competitors that are competing in or about to enter the pay-for-performance
business.
  Our
business plans depend in part on our ability to effectively offer an alternative
pay-for-performance solution to advertisers relative to Google and other
competitive offerings.  If enough advertisers in this new, evolving
business model choose to spend a significant portion of their
pay-for-performance advertising budgets with competitors such as Google, our
ability to grow our revenues will be limited.
   32
    We intend
to offer advertising on Web sites other than our own.  The Web sites
that will list their unsold advertising space with us to include in our
offerings are not bound by contracts that ensure us a consistent supply of
advertising space-inventory. In addition, publishers can change the amount of
inventory they make available to us at any time. If a Web-site publisher decides
not to make advertising space from its Web sites available to us, we may
not be able to replace this advertising space with advertising space from other
Web sites that have comparable traffic patterns and user demographics quickly
enough to fulfill our advertisers’ requests. This could result in lost
revenues.
 
 Our
growth depends on our ability to maintain a predictable inventory of advertising
space on our owned and other Web sites. To attract new advertising customers, we
must maintain a consistent supply of attractive advertising space. We intend to
expand our advertising inventory by selectively adding to our owned published
content new publishers that offer attractive demographics, innovative and
quality content and growing user traffic.
  The
market for Internet advertising and related services is intensely competitive.
We expect this competition to continue to increase because there are no
significant barriers to entry. Increased competition may result in price
reductions for advertising space, reduced margins and loss of our market share.
We will compete with the following types of companies:
 
 ·
              Internet
      advertising networks that focus on a CPA model, such as Value Click Media
      (Fast Click) and CPX Interactive;·
              Internet
      affiliate networks using a performance-based model, such as Media
      Breakaway/CPA Empire, Hydra Media and Media Whiz
  Holdings;
  ·
              e-mail
      publishers and Data/List Management firms that use performance based
      models such as Datran;·
              Internet
      navigational and Web search engine companies moving into the
      pay-for-performance space such as Google; and·
              traditional
      advertising and direct marketing media, such as radio, cable, television,
      print and direct marketing.
 
 We also
compete with traditional advertising media, such as direct mail, television,
radio, cable and print, for a share of advertisers’ total advertising
budgets.  Many of our current and potential competitors enjoy
competitive advantages over us, such as longer operating histories, greater name
recognition, larger customer bases, greater access to advertising space on
high-traffic Web sites, and significantly greater financial, technical and
marketing resources. We may not be able to compete successfully, and competitive
pressures may materially and adversely affect our business, results of
operations and financial condition.
 
 
 
 
 33
 
 
 Risks Relating to the Common
Stock
  The
market price of our common stock is likely to be highly volatile and subject to
wide fluctuations.
  The
market price of our common stock is likely to be highly volatile and could be
subject to wide fluctuations in response to a number of factors, many of which
are beyond our control, including:
  ·
              announcements
      of new products or services by our competitors;·
              fluctuations
      in revenue attributable to changes in the search engine-based algorithms
      that rank the relevance of our content;·
              quarterly
      variations in our revenues and operating expenses;·
              announcements
      of technological innovations or new products or services by
      us;·
              sales
      of  common stock by our founders and investors or other selling
      stockholders;·
              competitive
      pricing pressures;·
              our
      ability to obtain working capital financing;·
              additions
      or departures of key personnel;·
              the
      limited number of people who hold our common stock;·
              sales
      of large blocks of our common stock when restricted shares become freely
      tradable;·
              our
      ability to execute our business plan;·
              operating
      results that fall below expectations;·
              loss
      of any strategic relationship;·
              regulatory
      developments;·
              period-to-period
      fluctuations in our financial results;·
              the
      potential absence of securities-analyst coverage;·
              conditions
      or trends in the industry; and·
              general
      market conditions.
 
 In
addition, the securities markets have from time to time experienced significant
price and volume fluctuations that are unrelated to the operating performance of
particular companies.  These market fluctuations may also materially
and adversely affect the market price of our
common stock.
   34
    Our
operating results may fluctuate significantly, and these fluctuations may cause
the price of our common stock to fall.
  Our
operating results will likely vary in the future primarily as the result of
fluctuations in our revenues and operating expenses.  If our results
of operations do not meet the expectations of current or potential investors,
the price of our common stock may decline.
 
 Our
common stock is controlled by insiders.
 
 Following
the merger with Abundantad, the founders and investors of Abundantad now
beneficially own a majority of the outstanding shares of Adex common
stock.  Such concentrated control of the Company may adversely affect
the price of our common stock.  Our principal security holders may be
able to control matters requiring approval by our security holders, including
the election of directors.  Such concentrated control may also make it
difficult for our stockholders to receive a premium for their shares of our
common stock if we merge with a third party or enter into different transactions
which require stockholder approval.  In addition, certain provisions
of Delaware law could have the effect of making it more difficult or more
expensive for a third party to acquire, or of discouraging a third party from
attempting to acquire, control of us.  Accordingly, these former
Abundantad shareholders will have the power to control the election of all of
our directors and the approval of actions for which the approval of our
stockholders is required.  If you acquire common stock, you may have
no effective voice in the management of the Company.
  Anti-takeover
provisions may limit the ability of another party to acquire us, which could
cause our stock price to decline.
  We are
subject to the Delaware General Corporate Law, which provides, subject to
enumerated exceptions, that if a person acquires 15% or more of our voting
stock, the person is an “interested stockholder” and may not engage in “business
combinations” with us for a period of three years from the time the person
acquired 15% or more of our voting stock.
 
 As
of the Merger, Abundantad became a consolidated subsidiary of Adex, a company
that is subject to the reporting requirements of federal securities laws, which
can be expensive and may divert resources from other projects, thus impairing
its ability to grow.
  As a
result of the Merger, Abundantad became a consolidated subsidiary of Adex, a
public reporting and trading company and, accordingly, subject to the
information and reporting requirements of the Securities Exchange Act of 1934
and other federal securities laws, including compliance with
the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).  The
costs of preparing and filing annual and quarterly reports, proxy statements and
other information with the SEC (including reporting of the Merger) and
furnishing audited reports to stockholders will cause the expenses of Abundantad
and Adex to be higher than they would have been if Abundantad had remained
privately held and had not consummated the Merger.
   35
   It may be
time consuming, difficult and costly for us to develop and implement the
internal controls and reporting procedures required by the Sarbanes-Oxley
Act.  We may need to hire additional financial reporting, internal
controls and other finance personnel in order to develop and implement
appropriate internal controls and reporting procedures.  If we are
unable to comply with the internal controls requirements of the Sarbanes-Oxley
Act, then we may not be able to obtain the independent accountant certifications
required by such act, which may preclude us from keeping our filings with the
SEC current.
  If
we fail to establish and maintain an effective system of internal controls, we
may not be able to report our financial results accurately or prevent
fraud.  Any inability to report and file our financial results
accurately and timely could harm our reputation and adversely impact the trading
price of our common stock.
  Effective
internal controls are necessary for us to provide reliable financial reports and
prevent fraud.  If we cannot provide reliable financial reports or
prevent fraud, we may not be able to manage our business as effectively as we
would if an effective control environment existed, and our business and
reputation with investors may be harmed.  As a result, our small size
and any current internal control deficiencies may adversely affect our financial
condition, results of operation and access to capital.  We have not
performed an in-depth analysis to determine if historical undiscovered failures
of internal controls exist, and may in the future discover areas of our internal
controls that need improvement.
  Public-company
compliance may make it more difficult for us to attract and retain officers and
directors.
 
 The
Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have
required changes in corporate governance practices of public
companies.  As a public company, we expect these new rules and
regulations to increase our compliance costs in 2008 and beyond and to make
certain activities more time consuming and costly.  As a public
company, we also expect that these new rules and regulations may make it more
difficult and expensive for us to obtain director and officer liability
insurance in the future and we may be required to accept reduced policy limits
and coverage or incur substantially higher costs to obtain the same or
similar coverage.  As a result, it may be more difficult for us to
attract and retain qualified persons to serve on our board of directors or as
executive officers.
  Because
we became public by means of a reverse merger with Abundantad and the Pieces
Assets into Adex, we may not be able to attract the attention of major brokerage
firms.
  There may
be risks associated with Abundantad becoming public through a “reverse
merger.”  Securities analysts of major brokerage firms may not provide
coverage of us since there is no incentive to brokerage firms to recommend the
purchase of our common stock.  We can give no assurance that brokerage
firms will, in the future, want to conduct any secondary offerings on behalf of
our post-Merger company.
  Persons
associated with securities offerings, including consultants, may be deemed to be
broker-dealers, which may expose us to claims for rescission or
damages.
  If any
person associated with any of our securities offerings is deemed to be a
broker-dealer and is not registered with the SEC, we may face claims for
rescission and other remedies.  We may become engaged in costly
litigation to defend these claims, which would lead to increased expenditures
for legal fees and divert managements’ attention from operating the
business.  If we could not successfully defend these claims, we may be
required to return proceeds of any affected offering to investors, which would
harm our financial condition.
   36
    We
do not expect to pay dividends in the future.  Any return on
investment may be limited to the value of our common stock.
  Aside
from the accounting treatment of the consideration we paid to Kim and Lim, LLC
for the acquisition of the Pieces assets treated which was treated as a
dividend, we have never paid cash dividends on our common stock and do not
anticipate doing so in the foreseeable future.  The payment of
dividends on our common stock will depend on earnings, financial condition and
other business and economic factors affecting us at such time as our board of
directors may consider relevant.  If we do not pay dividends, our
common stock may be less valuable because a return on your investment will only
occur if our stock price appreciates.
  There
is currently no liquid trading market for our common stock and we cannot ensure
that one will ever develop or be sustained.
  To date
there has been no liquid trading market for our common stock.  We
cannot predict how liquid the market for our common stock might
become.  As soon as is practicable, we anticipate applying for listing
of our common stock on either the American Stock Exchange, The NASDAQ Capital
Market or other national securities exchange, assuming that we can satisfy the
initial listing standards for such exchange.  We currently do not
satisfy the initial listing standards, and cannot ensure that we will be able to
satisfy such listing standards or that our common stock will be accepted for
listing on any such exchange.  Should we fail to satisfy the initial
listing standards of such exchanges, or our common stock is otherwise rejected
for listing and remains quoted on the OTC Bulletin Board or is suspended from
the OTC Bulletin Board, the trading price of our common stock could suffer and
the trading market for our common stock may be less liquid and our common stock
price may be subject to increased volatility.
  Furthermore,
for companies whose securities are quoted on the OTC Bulletin Board, it is more
difficult (1) to obtain accurate quotations, (2) to obtain coverage for
significant news events because major wire services generally do not publish
press releases about such companies, and (3) to obtain needed
capital.
  Our
common stock may be deemed a “penny stock,” which would make it more difficult
for our investors to sell their shares.
  Our
common stock may be subject to the “penny stock” rules adopted under Section
15(g) of the Exchange Act.  The penny stock rules generally apply to
companies whose stock is not listed on a national securities exchange and trades
at less than $5.00 per share, other than companies that have had average revenue
of at least $6,000,000 for the last three years or that have tangible net worth
of at least $5,000,000 ($2,000,000 if the company has been operating for three
or more years).  These rules require, among other things, that brokers
who trade penny stock to persons other than “established customers” complete
certain documentation, make suitability inquiries of investors and provide
investors with certain information concerning trading in the security, including
a risk disclosure document and quote information under certain
circumstances.  Many brokers have decided not to trade penny stocks
because of the requirements of the penny stock rules and, as a result, the
number of broker-dealers willing to act as market makers in such securities is
limited.  If we remain subject to the penny stock rules for any
significant period, it could have an adverse effect on the market, if any, for
our securities.  If our securities are subject to the penny stock
rules, investors will find it more difficult to dispose of our
securities.
   37
    Offers
or availability for sale of a substantial number of shares of our common stock
may cause the price of our common stock to decline.
  If our
stockholders sell substantial amounts of our common stock in the public market,
it could create a circumstance commonly referred to as an “overhang” and in
anticipation of which the market price of our common stock could
fall.  The existence of an overhang, whether or not sales have
occurred or are occurring, also could make more difficult our ability to raise
additional financing through the sale of equity or equity-related securities in
the future at a time and price that we deem reasonable or
appropriate.  The shares of our common stock issued to certain of the
former stockholders of Abundantad in the Merger will be subject to a lock-up
agreement prohibiting sales of such shares for a period of 15 months
following the Merger.  Following such date, all of those shares will
become freely tradable, subject to securities laws and SEC regulations regarding
sales by insiders.    We note that recent revisions to Rule
144 may result in certain shares of our common stock becoming eligible for
resale into the public market without registration in as little as six months
after their issuance.
  Because
our directors and executive officers are among our largest stockholders, they
can exert significant control over our business and affairs and have actual or
potential interests that may depart from those of our other
stockholders.
 
 Our
directors and executive officers own or control a significant percentage of our
common stock. Additionally, such persons may hold exercise rights under options
or warrants they may hold now or in the future. The interests of such persons
may differ from the interests of our other stockholders. As a result, in
addition to their board seats and offices, such persons will have significant
influence over and control all corporate actions requiring stockholder approval,
irrespective of how the Company’s other stockholders may vote, including the
following actions:
  ·
              to
      elect or defeat the election of our directors;·
              to
      amend or prevent amendment of our Certificate of Incorporation or
      By-laws;·
              to
      effect or prevent a merger, sale of assets or other corporate transaction;
      and·
              to
      control the outcome of any other matter submitted to our stockholders for
      vote.
  Such
persons’ stock ownership may discourage a potential acquirer from making a
tender offer or otherwise attempting to obtain control of the company, which in
turn could reduce our stock price or prevent our stockholders from realizing a
premium over our stock price.
 
 
 
 38
 
 
 
 
 ITEM
2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
 
 In
connection with our merger with Abundantad, Adex issued 16,919,703 shares of its
common stock in the aggregate to the holders of Abundantad stock in exchange for
shares of Abundantad common stock.  The issuance of such shares of
common stock was exempt from registration under the Securities Act of 1933
pursuant to Section 4(2) thereof.  Such shares of common stock are
restricted shares, and the holders thereof may not sell, transfer or
otherwise dispose of such shares without registration under the Securities Act
of 1933 or an exemption therefrom.
 
 ITEM
3.  DEFAULTS UPON SENIOR SECURITIES
 
 None
 
 ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None
 
 ITEM
5. OTHER INFORMATION
 
 None
 
 ITEM
6. EXHIBITS
 
 Exhibit number
              Description2.1
              Asset
      Purchase Agreement dated July 21, 2008 by and between Adex Media, Inc. and
      Vibrantads, LLC (1)10.1
              Lockup
      and Share Release Agreement dated July 21, 2008 by and between Adex
      Media, Inc. and Vibrantads, LLC. (1)10.2
              Promissory
      Note dated July 21, 2008 by Adex Media, Inc.31.1
              Rule
      13a-14 Certification of Chief Executive Officer31.2
              Rule
      13a-14 Certification of Chief Financial Officer32.1
              Section
      1350 Certification of Chief Executive Officer32.2
              Section
      1350 Certification of Chief Financial
Officer
 
 (1)
              Incorporated
      by reference herein to the Company’s Current Report on Form 8-K filed with
      the Securities and Exchange Commission on July 24,
  2008.
 
 
 39
  SIGNATURES
  Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
had duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
 
 
 ADEX
      MEDIA, INC.(Registrant)Date:        August
      14, 2008
                
                By:  
      /s/
      Scott RewickScott
      RewickChief
      Executive Officer(Principal
      Executive Officer)