Adaptive : Semi-Annual Report

Disclosure Statement

(Pursuant to the Pink Basic Disclosure Guidelines & Instructions)

Adaptive Ad Systems, Inc.

(A Nevada Corporation)

4400 NE 77th Avenue

Vancouver, WA 98662

1. 321-4958
   [e-mail]

SIC Code: 7319-02

Quarterly Report

For the Reporting Period Ending:

June 30, 2022

As of the Current Reporting Period(the quarter ending June 30, 2022) and adjusted for all approved but pending issuances of certificates during the period, the number of shares outstanding of our Common Stock was: 50,648,128.

At the end of the Prior Reporting Period(year ending March 31, 2022), the number of shares outstanding of our Common Stock was: 50,228,128.

As of the prior Year ending December 31, 2021, the number of shares outstanding Common Stock was: 50,028,128.

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule

12b-2 of the Exchange Act of 1934):

Yes: G

No: X

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: G

No: X

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: G

No: X

1 "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

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1. Name and address(es) of the issuer and its predecessors (if any).
   Provide the current name of the issuer and any names used by predecessor entities and dates of name changes. The state of incorporation/registration of the issuer and each of the predecessors (if any) during the past five years:
   Adaptive Ad Systems, Inc. (6/17/2014 to current)Adaptive Media, Inc. (4/15/2014 to 6/17/2014)
   Praebius Communications, Inc. (12/30/2007 to 4/15/2014) Synergetic Technologies, Inc. (12/30/1994 to 12/2007)

Current standing of issuer in Nevada:	Active
Describe any trading suspensions since inception:	None

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently

anticipated or that occurred within the past 12 months:	None
Address(es) of the Issuer's principal executive office:	4400 NE 77th Avenue, Vancouver, WA 98662
Address(es) of the Issuer's principal place of business:	Same as above.

Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past

	five years?	Yes: G	No: X
2)	Security Information
				Common Stock
	Trading symbol:			AATV
	CUSIP:			00650A100
	Par or stated value:		$.001
	Total shares authorized:		500,000,000as of date: 6/30/2022
	Total shares outstanding:		50,648,128	as of date: 6/30/2022 (See page 3)
	Number of shares in the Public Float2:	14,972,000	as of date: 6/30/2022
	Total number of shareholders of record:	590	as of date: 6/30/2022

Note: Includes shares authorized by Board, but certificates not issued yet.

Additional class of securities (if any):

The Company also has 100,000,000 shares of Preferred stock authorized. Of that, two classes of stock (Preferred A&B) constituting a total of 5,000,000 shares have been designated (or pending designation).

Title and Class of Stock:	Class A Preferred	Class B Preferred*
Trading symbol:	n/a		n/a
CUSIP:	n/a		n/a
Par or stated value:	$.001	$.001
Total shares authorized:	2,500,000	at 6/30/2022	2,500,000 at 6/30/2022
Total shares outstanding:	500,000	at 6/30/2022	300,000 at 6/30/2022
Shareholders	1		1

*Class B has been authorized; designation is pending.

Transfer Agent: Colonial Stock Transfer, 7840 South 700 East, Sandy, UT 84070; [phone]; Email: [e-mail]

Is the Transfer Agent registered under the Exchange Act? Yes: X No: G

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period. Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt

2 "Public Float" means the total number of unrestricted shares not held directly or indirectly by an officer, director, any person deemed a "control person" (the beneficial owner of more than 10 percent of the total shares outstanding), or any affiliates or immediate family members of officers, directors, or control persons.

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convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years (2020 & 2021) and any subsequent periods (two quarters of 2022): G

Changes in number of shares outstanding are included in the table below:

Number of Shares as of

Opening Balance:

1/1/2020	Common:	48,563,128
	Preferred A:	500,000
	Preferred B:	-0-
Date of	Transaction	Number of Shares	Class of	Value of	Shares	Individual/ Entity Shares	Reason for share	Restricted	Exemption
Transaction	type (e.g.	Issued or	Securities	shares issued	issued at	were issued to.	issuance OR Nature	or not as of	or
	new	cancelled.		($/per share)	discount		of Services	filing?	Registratio
	issuance,			at Issuance	to		Provided (if		n Type?
	cancellation)				market?		applicable)
4/2/2020	Issuance	235,000	Comm	$25.85k	y(1)	Rainer Poertner	Consulting	R	4(a)(2)
9/1/2020	Issuance	500,000	Comm	$50k	y(1)	Geoffrey Greenlees	Consulting	R	n/a
10/5/2020	Issuance	185,000	Comm	$41.625	y(1)	Rainer Poertner	Consulting	R	4(a)(2)
12/15/2020	Issuance	210,000	Comm	$47.25k	y(1)	Rainer Poertner	Consulting	R	4(a)(2)
12/30/2020	Issuance	150,000	Pref B	n/a	n(3)	Adaptive HMDO	Stock Plan	R	4(a)(2)
						(Subsidiary)(4)
5/5/2021	Issuance	35,000	Comm	$8.75k	y(1)	Rainer Poertner	Consulting	R	4(a)(2)
7/13/2021	Issuance	200,000	Comm	$30,000	y(1)	Anthony Lenzi	Ad Sales	R	4(a)(2)
9/14/2021	Issuance	100,000	Comm	$30,000	y(1)	Ngensolutions LLC	Reno Station	R	4(a)(2)
							Acquisition
12/30/2021	Issuance	150,000	Pref B	n/a	n(3)	Adaptive HMDO	Stock Plan	R	4(a)(2)
						(Subsidiary)(4)
1/3/2022	Issuance	200,000	Comm	$60,000	y(1)	Anthony Lenzi	Ad Sales	R	4(a)(2)
5/30/2022	Issuance	420,000	Comm	$100,000	y(1)	Rainer Poertner	Consulting	R	4(a)(2)
Shares as of:	Ending Balance:	Footnotes:	(1) Issuance of stock of the	Company categorized as	"restricted," with holding periods pursuant to
			Rule 144, are typically issued at a discount to "the market" of free	trading shares; (2) These shares have a three
6/30/2022:	Common:	50,648,128	year holding period; (3) In addition to any holding periods required	by Rule 144, Class B Preferred shares cannot
			be converted to common shares for 5 years after issuance (five year holding period); (4) Adaptive HMDO is a
	Preferred A:	500,000	subsidiary owned and controlled by the Company and JM Heil.
	Preferred B:	300,000

Additional note to stock table above: In 2016, the Company contingently issued 1,500,000 shares for a prepaid consulting contract for future services. The shares were to be held pending completion of all contract contingencies. The Company later learned that the shares were sold to third parties prior to fulfillment of the Dignatas contingencies. The Company demanded either return of the shares or payment of consideration. The Company has received 887,500 shares back from transferees (identified above). As to Dignatas and its transferees who fail to return shares, or pay for the shares received, the Company may be forced to include them in litigation to cancel shares delivered to them by Dignatas and/or to recover damages.

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1. Debt Securities, Including Promissory and Convertible Notes

Using the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check box if there are no outstanding promissory, convertible notes or debt arrangements: G

		Principal		Interest
Date of	Outstanding	Amount at	Accrued	Maturity		Name of	Reason for
Issuance	Balance ($)	Issuance ($)	($)		Date	Conversion Terms	Note Holder	Issuance
4/2020	$24,224	$45,080		0			4/2025	n/a	Kubota Corp.(1)	Equipment Purchase

Notes to Chart: (1) Kabota Corp. is an international equipment manufacturer with revenue exceeding 1.2 Trillion Yen. Controlling person(s) unknown.

1. Financial Statements

1. The following financial statements were prepared in accordance with: U.S. GAAP
2. The financial statements for this reporting period were prepared by3 Main Street Consulting & Accounting Services (Kevin Orton, Owner); Relationship to Issuer: Service Provider.

Financial statements described below have been provided for the most recent fiscal year or quarter.

1. Balance sheet;
2. Statement of income;
3. Statement of cash flows;
4. Financial notes; and

G. Audit letter, if audited

[Not applicable]

Financial statements of the Company have been attached to this disclosure statement. [Financial statement information is considered current until the due date for the subsequent report (as set forth in the qualifications section above). To remain qualified for Current Information, a company must post its Annual Report within 90 days from its fiscal year-enddate and Quarterly Reports within 45 days of each fiscal quarter-enddate.]

1. Issuer's Business, Products and Services

A. Summary of Issuer's business operations.

Adaptive Ad Systems, Inc. ("the Company") represents the consolidated and merged companies Praebius Communications, Inc., which was incorporated in Nevada in December 1994 and Adaptive Media, Inc., which was incorporated in Nevada in March of 2013. Additionally, the Company had previously acquired the operations of Ad Systems, Inc., a Utah corporation organized in 1984, which developed the foundational intellectual property of the Company's ad insertion technology. Since 2015, the Company also owns and operates Adaptive Broadband, an Oregon wireless broadband business. Adaptive Broadband acquired the customer base of Speedpal, a similar business which had been providing services in Oregon and Washington since 2003.

Functioning as a holding company for various subsidiaries, the Company is the product of merging or acquiring several longstanding business entities, assets and new state of the art technology. As a result of these combined activities, the Company is cash flow positive and profitable. In fact, despite the national upheavals created through the Covid-19 Pandemic, the Company generated its largest revenues and profits during the year 2020.

The Company is engaged in the cable television (CATV) and online media advertising business, which provides the majority of the Company's revenue. To pursue its business plans, the Company develops, manufactures, markets, deploys, and operates its own proprietary video ad-insertion technology. The Company's technology is primarily "cloud-based," which allows the Company to manage thousands of ad insertions at several hundred head-end locations from a central hub with a minimal number of employees. This operational structure provides competitive scalability in the television markets it targets and pursues. The Company's proprietary technology enables the Company to build and create new business revenue segments in the traditional CATV industry and generate revenue by deploying its ad-insertion technology in previously un-served and under-served markets. Together, these segments comprise a potential market opportunity of more than thirty million households (referred to in the industry as "subscribers").

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The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.

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Utilizing technology developed by the Company over a period exceeding three decades, the Company is already a leading turnkey technology-based provider of CATV ad insertion equipment and ad-sales to small and medium cable television operators. The Company is also an independent provider of DMA (Designated Market Area) based Cable TV advertising sales and TV commercial delivery in the United States. Furthermore, the Company is actively creating many un-wired markets, particularly in University Campuses and Multi-Dwelling-Units (MDU's).

The Company's main objective is to 1) create "advertising avails" inventory on all major CATV networks across the country where previously there was no inventory, and 2) provide reliable and high quality representation for the newly-created advertising inventory to advertisers. In conducting its business, the Company provides media solutions for local, regional and national advertisers by inserting advertising into major CATV networks such as ESPN, A&E, DISCOVERY, CNN, MSNBC, FOX NEWS, HISTORY, LIFETIME, SPIKE, TNT, and USA.

With the mainstream acceptance and broad expansion of internet services, many television and advertising industry watchers predicted that traditional television advertising would soon become a thing of the past. That was twenty years ago. Despite the evolution of video technology with its availability on multiple platforms and through multiple services, television advertising remains robust and a growing source of revenue for the Company.

The Company provides advertising insertion products and services to cable television head-ends that are either conventional or consumer satellite systems, as well as any streaming or IP delivery systems. Our services include selling advertising to local, regional and national advertisers, scheduling adverisements, and then providing traffic and billing for our customers. The Company's operations are primarily carried out in-house. With over 210 designated marketing areas in the United States, the Company has deployed its technology into over two hundred of these markets in about 40 states.

The Company does not sell its technology to customers. Instead, we install our own proprietary software and servers at the television service head-end and we maintain full ownership and control pursuant to long-term contracts. Such contracts create an exclusive relationship between the cable television or digital video service provider and the Company.

Due to the growth of mobile technology (smart phones, tablets, etc.), today's advertisers are learning the value of splitting their advertising spending between CATV and over-the-top (OTT) video streaming, as well as on-line streaming media. The Company intends to continue development of its products and services to meet the needs of customers as technology and customer needs evolve. To remain relevant and competitive, the Company continues to actively invest in research and development of new products, technologies, and services.

Note on Anticipated Developments

The Company currently plans to effect a change of its corporate name in late 2022. The new name will be disclosed pursuant to a press release at the relevant time.

Note on Covid19 Pandemic

As the second quarter of 2020 commenced, the United States became mired in the effects of the Covid-19 virus pandemic, which resulted in substantial economic, financial, and social upheaval across America. Initially, these events included "shelter at home" orders, guidance and recommendations throughout the country, which resulted in massive layoffs of employees across all industries, as well as material constriction of capital resources and reserves. Consequently, many companies were forced to shut down operations until it was safe for employees to return to work, while other companies were able to continue operations through remote-working by employees. The Company is in the latter category and we continued operations through employees utilizing remote access technology. At year-end 2020, the Company continued to conduct audio and video conference calls as needed to maintain operations. Many communities and states began "re-opening" in June 2020, but, infections of the Delta variant in 2021 created some uncertainties as to remedial steps to be taken by state and national health officials. Similarly, at the end of 2021, infections dramatically increased through the Omicron variant.

With few exceptions, revenue and net profits of most industries and companies were negatively affected by the pandemic during the course of 2020. Likewise, the Company was affected to some degree through the second quarter of 2021. Notwithstanding any of the foregoing, the Company currently has capital reserves sufficient to meet operational requirements and, furthermore, experienced some periods of historic revenue since the onset of the pandemic. As an ongoing update to prior filings, the Company does not currentlyexpect material impairment to its operations from the Covid-19 pandemic.

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