Adex Media (ADXM) 8-K/A Financial Statements and Exhibits

Exhibit 99.4 – Unaudited Pro Forma Financial Information

Adex Media, Inc. and Subsidiaries

Unaudited Pro Forma Combined Financial Statements

Basis of Pro Forma Presentation

On August 29, 2008, Adex Media, Inc. (the “Company”) entered into an asset purchase agreement (the “Asset Purchase Agreement”), pursuant to which the Company acquired substantially all the assets of Bay Harbor Marketing, LLC (“Bay Harbor”), a California limited liability company. The asset purchase agreement was completed on August 29, 2008 (“Closing Date”).

Bay Harbor is engaged in providing marketing solutions, focusing exclusively on the financial services market.

The purchase price for the Bay Harbor assets consisted of the following: (i) Fifty Thousand Dollars ($50,000) paid to Bay Harbor at the closing; (ii) fifty thousand (50,000) unregistered restricted shares of the Company’s common stock (the “Closing Shares”) issued to Bay Harbor on the Closing Date subject to a contractual lock-up and share release agreement (the “Lock-Up Agreement”); (iii) one hundred fifty two thousand one hundred fifty one (152,151) restricted unregistered shares of the Company’s common stock issued to the managing member of Bay Harbor, on the Closing Date; (iv) one hundred forty-seven thousand two hundred seventy-three (147,273) restricted unregistered shares of the Company’s common stock issued to a creditor of Bay Harbor, on the Closing Date; and (v) an additional amount of up to one hundred fifty thousand (150,000) restricted unregistered shares of the Company’s common stock (the “Earn Out Shares”) issued to an escrow agent on the Closing Date in the name of Bay Harbor pursuant to an escrow agreement (the “Escrow Agreement”).  The  Earn Out Shares are subject to the Lock-Up Agreement and all or part of the Earn Out Shares are subject to release from escrow within a certain period of time following August 29, 2009, in accordance with an earn-out formula setting forth certain net revenue and net profit margin performance targets for the Bay Harbor assets.

The aggregate purchase price was $1,878,562 which included the following:

Cash paid at closing	$	50,000
Restricted shares of common stock issued to seller		239,850
Restricted shares of common stock issued to managing member of seller		729,868
Restricted shares of common stock issued to creditor of seller		706,469
Restricted shares issued as finders’ fees		47,943
Cash paid for closing costs		36,432
Accrued closing costs		68,000
Total	$	1,878,562

The aggregate value of the aforementioned unregistered common stock issued was $1,676,187 and was determined based on the simple three day average of closing market prices of the Company’s common shares from August 27, 2008 through August 29, 2008, less a 10% discount. This value per share was calculated to be $5.33.

The Company has not yet finalized the allocation of the purchase price and has engaged an independent valuation consultant to assist it in its final purchase price allocation. The following table summarizes the estimated fair values of the assets acquired. The allocation of the purchase price was based upon management’s estimates and assumptions:

Intangible assets	$	330,000
Goodwill		1,548,562
Total assets acquired	$	1,878,562

The acquisition of the assets was accounted for as a business combination and the operations of Bay Harbor were included in the Company’s results of operations beginning on August 29, 2008, the acquisition date. The factors resulting in goodwill were Bay Harbor’s name, reputation, and established key personnel. The full amount of the aforementioned goodwill is deductible for tax purposes over a period of 15 years.

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ADEX MEDIA, INC. and Subsidiaries
Unaudited Pro Forma Combined Consolidated Balance Sheet
9/30/08
____________
	Adex Media, Inc. and subsidiaries			Bay Harbor Marketing, LLC		Combined			Pro forma Adjustments				Pro forma Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	650,099		$	5,877	$	655,976		$	(5,877	)	(a)	$	650,099
Short-term investments		2,784,815			-		2,784,815							2,784,815
Total cash, cash equivalents, and short-term investments		3,434,914			5,877		3,440,791			(5,877	)			3,434,914
Accounts receivable, net of allowance for doubtful accounts of $400 and $410		444,033			-		444,033			-				444,033
Credit card holdbacks		379,035			-		379,035			-				379,035
Inventory		33,077			-		33,077			-				33,077
Other receivables		43,783			-		43,783			-				43,783
Prepaid expenses and other current assets		60,676			5,000		65,676			(5,000	)	(a)		60,676
Total current assets		4,395,518			10,877		4,406,395			(10,877	)			4,395,518
Property and equipment, net		55,910					55,910			-				55,910
Intangible assets, net		1,448,981			322,679		1,771,660			-461,083		(a),(b)		1,310,577
Goodwill		8,448,789			1,548,562		9,997,351			-1,548,562		(a)		8,448,789
Total assets	$	14,349,198		$	1,882,118	$	16,231,316		$	(2,020,522	)		$	14,210,794
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	830,206		$	41,585	$	871,791			(41,585	)	(a)	$	830,206
Accrued liabilities		737,153			63,659		800,812			-63,659		(a)		737,153
Deferred revenue		13,412			6,702		20,114			-6,702		(a)		13,412
Line of credit		-			44,377		44,377			-44,377		(a)		-
Promissory Note		541,912			220,642		762,554			-220,642		(a)		541,912
Total current liabilities		2,122,683			376,965		2,499,648			(376,965	)			2,122,683
Notes Payable, less current portion		-			127,295		127,295			(127,295	)	(a)		-
Deferred tax liability		429,077			-		429,077			-				429,077
Total Liabilities		2,551,760			504,260		3,056,020			-504,260				2,551,760
Stockholders Equity (deficit):
Common Stock, $.0001 par value; 150,000,000
shares authorized, 31,202,347 and 250,000
shares issued and outstanding at September 30, 2008 and December 31, 2007		3,120					3,120			-				3,120
Additional paid in capital		13,568,799					13,568,799			-				13,568,799
Members' equity (deficit)		-			1,377,858		1,377,858			-1,377,858				0
Retained earnings (accumulated deficit)		(1,774,481	)				(1,774,481	)		(138,404	)	(a), (b)		(1,912,885	)
Total stockholders equity		11,797,438			1,377,858		13,175,296			(1,516,262	)			11,659,034
Total liabilities and stockholders equity (deficit)	$	14,349,198		$	1,882,118	$	16,231,316		$	(2,020,522	)		$	14,210,794

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ADEX MEDIA, INC. and Subsidiaries
Unaudited Pro Forma Combined Consolidated Statements of Operations
For the nine months ended September 30, 2008
____________
	Adex Media, Inc. and subsidiaries			Bay Harbor Marketing, LLC			Combined			Pro forma Adjustments				Pro forma Consolidated
Revenues:
Marketing platform services	$	2,750,264		$	341,714		$	3,091,978		$	(63,472	)	(d)	$	3,028,506
Products		476,228			-			476,228							476,228
Total Revenues	$	3,226,492		$	341,714		$	3,568,206		$	(63,472	)		$	3,504,734
Cost of sales:
Marketing platform services		2,299,117			203,241			2,502,358			(52,426	)	(d)		2,449,932
Products		127,526			-			127,526			-				127,526
Amortization of acquired product licenses		18,795			-			18,795			-				18,795
Total Cost of sales		2,445,438			203,241			2,648,679			(52,426	)			2,596,253
Gross profit		781,054			138,473			919,527			(11,046	)			908,481
Operating expenses:
Product development		52,550			-			52,550			-				52,550
Sales and marketing		1,350,135			318,286			1,668,421			(61,079	)	(d)		1,607,342
General administrative		955,729			-			955,729			-				955,729
Amortization of intangible assets		22,224			-			22,224			54,904		(b)		77,128
Impairment of intangible assets		310,000			-			310,000			-				310,000
Total operating expenses		2,690,638			318,286			3,008,924			(6,175	)			3,002,749
Income (loss) before interest, other income (expense) and provision for income taxes		(1,909,584	)		(179,813	)		(2,089,397	)		(4,871	)			(2,094,268	)
Interest and other income (expense), net		45,582			(24,908	)		20,674			-				20,674
Income (loss) before provision for income taxes		(1,864,002	)		(204,721	)		(2,068,723	)		(4,871	)			(2,073,594	)
Provision for income tax expense (benefit)		(12,123	)		-			(12,123	)		-				(12,123	)
Net income (loss)	$	(1,851,879	)	$	(204,721	)	$	(2,056,600	)	$	(4,870	)		$	(2,061,471	)
Net income (loss) per common share, basic and diluted	$	(0.12	)				$	(0.13	)	$	(0.02	)		$	(0.13	)
Weighted average common shares used in
computing, basic and diluted loss per share		15,443,218						15,443,218			317,294		(c)		15,760,512

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ADEX MEDIA, INC. and Subsidiaries
Unaudited Pro Forma Combined Consolidated Statements of Operations
For the year ended December 31, 2007
____________
	Adex Media, Inc. and subsidiaries		Bay Harbor Marketing, LLC			Combined			Pro forma Adjustments				Pro forma Consolidated
Revenues:
Marketing platform services	$	1,771,478	$	396,296		$	2,167,774		$	-			$	2,167,774
Products		-		-			-			-				-
Total Revenues	$	1,771,478	$	396,296		$	2,167,774		$	-			$	2,167,774
Cost of sales:
Marketing platform services		1,328,322		140,316			1,468,638			-				1,468,638
Products		-		-			-			-				-
Amortization of acquired product licenses		-		-			-			-				-
Total Cost of sales		1,328,322		140,316			1,468,638			-				1,468,638
Gross profit		443,156		255,980			699,136			-				699,136
Operating expenses - general, administrative, marketing costs, and amortization of intangible assets		251,147		393,035			644,182			83,271		(b)		727,453
Total operating expenses		251,147		393,035			644,182			83,271				727,453
Income (loss) before interest, other income (expense) and provision for income taxes		192,009		(137,055	)		54,954			(83,271	)			(28,317	)
Interest and other income (expense), net		2,320		(26,767	)		(24,447	)		-				(24,447	)
Income (loss) before provision for income taxes		194,329		(163,822	)		30,507			(83,271	)			(52,764	)
Provision for income tax expense (benefit)		71,017		-			71,017			-				71,017
Net income (loss)	$	123,312	$	(163,822	)	$	(40,510	)	$	(83,271	)		$	(123,781	)
Members' equity, beginning of year		1,396					1,396			-				1,396
Distributions to equity members		122,572					122,572			-				122,572
Members' equity, end of year		2,136					(161,686	)		(83,271	)			(244,957	)

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NOTES TO THE UNAUDITED PRO FORMA COMBINED CONSOLIDATED FINANCIAL STATEMENTS

The combined condensed balance sheet at September 30, 2008 and combined condensed statement of operations for the nine months ended September 30, 2008, include the accounts of Pieces Media, LLC., Abundantad, Inc., Adex Media, Inc., Bay Harbor Marketing, LLC, Digital Instructor, LLC, and Vibrantads, LLC. The combined condensed statement of operations for the year ended December 31, 2007, include the accounts of Pieces Media, LLC., Abundantad, Inc. Adex Media, Inc., and Bay Harbor Marketing, LLC.

(a)   To reverse the assets and liabilities of Bay Harbor Marketing, LLC as the assets were purchased by Adex Media, Inc. on August 29, 2008 and are already included in the Adex Media, Inc. balance sheet as of September 30, 2008.

(b)   To record the effects of additional accumulated amortization from the period 01/01/2007 to the acquisition date of 08/29/2008.

                The Company retained an independent valuation of the intangible assets.

The purchase price has been allocated as follows:

Intangible assets	$	330,000
Goodwill		1,548,562
Total assets acquired	$	1,878,562

As of September 30, 2008, $138,404 of amortization expense and related accumulated amortization is recorded in relation to the intangible assets.

The intangible assets resulting from this transaction is primarily attributable to internal use technology, company trade name, customer databases, and marketing collateral that was acquired.

The intangible assets have the following useful lives:

Internal use technology                                              5 years

Company trade name                                                   5 years

Customer database                                                      2 years

Marketing Collateral                                                    4 years

Amortization charges are calculated as if the acquisition occurred on January 1, 2007.

(c)   Consists of the incremental weighted average effects of the 359,424 (includes 10,000 shares issued as finders’ fees) aggregate number of restricted shares issued assuming the acquisition happened on January 1, 2007 instead of August 29, 2008.

(d)   To eliminate the activity from 08/29/2008 to 09/30/2008 already included in Adex Media Inc.’s consolidated statement of operations for the nine months ended September 30, 2008.

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