Unassociated Document

EXECUTIVE COMPENSATION

We have not paid, nor do we owe, any compensation to our executive officers. We have not paid any compensation to our officers since inception.

We have no employment agreements with any of our executive officers or employees.

SUMMARY COMPENSATION TABLE

Annual Compensation

Long Term Compensation

Awards

Name and Principal

Position

Year⁽¹⁾

Salary

Bonus

Other

Securities

Underlying

Options/

SARs

Granted

Restricted

Shares or

Restricted

Units

Pay-outs

LTIP

Pay-outs

All

Other

Mr. Lester G. Manalo

2007

Nil

President, Treasurer and Director

2008

Nil

Mr. Ronald A. T. Lopez

2007

Nil

Secretary and Director

2008

Nil

⁽¹⁾ We were incorporated on July 31, 2007.

Option/SAR Grants

We do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any Director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or Directors since we were founded.

Long-Term Incentive Plans and Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any Director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or Directors or employees or consultants since we were founded.

Compensation of Directors

There are no arrangements pursuant to which Directors are or will be compensated in the future for any services provided as a Director.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

There are currently no employment or other contracts or arrangements with officers or Directors. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, Directors or consultants that would result from the resignation, retirement or any other termination of such Directors, officers or consultants from us. There are no arrangements for Directors, officers, employees or consultants that would result from a change-in-control.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than the transactions discussed below and the compensation arrangements which are described under the section of this prospectus entitled “Compensation Discussion and Analysis”, we have not entered into any transaction nor are there any proposed transactions in which any of our Directors, executive officers, stockholders or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.

On July 31, 2007 pursuant to the terms of a subscription agreement we sold 500,000 shares of our common stock to Mr. Ronald A. T. Lopez, our Secretary and Director, for cash payment to us of $4,000. We believe this issuance was deemed to be exempt under Regulation S of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offering and sale was made only to Mr. Ronald A. T. Lopez who is a non-U.S. citizen, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.

On July 31, 2007, pursuant to the terms of a subscription agreement we sold 500,000 shares of our common stock to Mr. Lester G. Manalo, our President, Treasurer and Director, for cash payment to us of $4,000. We believe this issuance was deemed to be exempt under Regulation S of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offering and sale was made only to Mr. Lester G. Manalo who is a non-U.S. citizen, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.

As of March 31, 2008, there is a balance owing to Mr. Lester G Manalo of the Company in the amount of $1,542 for the advance payment of certain operational expenses.

Our officers and Directors may be considered promoters of the Company due to their participation in and management of the business since its incorporation.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of May 1, 2008 and as adjusted to reflect the sale of the common stock in this offering for:


	•	each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;

	•	each of our named executive officers;

	•	each of our directors; and

	•	all of our executive officers and directors as a group.

The percentage ownership information shown in the table is based upon 1,840,000 shares of common stock outstanding as of May 1, 2008.

Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. These shares are deemed to be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Unless otherwise noted below, the address for each person or entity listed in the table is c/o Adtomize Inc., 200 South Virginia Street, 8th Floor, Reno, NV 89501.

The percentages below are calculated based on 1,840,000 shares of our common stock issued and outstanding as of May 1, 2008. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.

Title of Class	Name of Beneficial Owner		Amount and Nature of Beneficial Ownership		Percentage of Class

Common Stock		Mr. Manalo		500,000		27.17	%

Common Stock		Mr. Lopez		500,000		27.17	%

All officers as a Group				1,000,000		54.35	%

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change in control of our Company.

We do not have any issued and outstanding securities that are convertible into common stock. We have not registered any shares for sale by security holders under the Securities Act. None of our stockholders are entitled to registration rights.

PLAN OF DISTRIBUTION

This prospectus relates to the registration of 840,000 common shares on behalf of the selling stockholders.

There is no current market for our shares

There is currently no market for our shares. We cannot give you any assurance that the shares you purchase will ever have a market or that if a market for our shares ever develops, that you will be able to sell your shares. In addition, even if a public market for our shares develops, there is no assurance that a secondary public market will be sustained.

The shares you purchase are not traded or listed on any exchange. We intend to have our common stock quoted on the OTC Bulletin Board. However, there is no assurance that we will be successful in finding a market maker who will be successful at having our shares quoted. Further, even assuming we do locate such a market maker, it could take several months before the market maker’s listing application for our shares is approved.

The OTC Bulletin Board is maintained by the National Association of Securities Dealers. The securities traded on the Bulletin Board are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over-the-counter stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

Even if our shares are quoted on the OTC Bulletin Board, a purchaser of our shares may not be able to resell the shares. Broker-dealers may be discouraged from effecting transactions in our shares because they will be considered penny stocks and will be subject to the penny stock rules. Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on NASD brokers-dealers who make a market in a "penny stock." A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market, assuming one develops.

The selling security holders may sell some or all of their shares at a fixed price of $0.05 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Sales by selling security holders must be made at the fixed price of $0.05 until a market develops for the stock.

The shares may be sold or distributed from time to time by the selling stockholders or by pledgees, donees or transferees of, or successors in interest to, the selling stockholders, directly to one or more purchasers (including pledgees) or through brokers or dealers who act solely as agents. The distribution of the shares may be effected in one or more of the following methods:

·		Ordinary broker transactions, which may include long or short sales,
·		Transactions involving cross or block trades on any securities or market where our common stock is trading,
·		Purchases by brokers or dealers as principal and resale by such purchasers for their own accounts pursuant to this prospectus,
·		In other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through agents, or
·		Any combination of the foregoing.

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We do not anticipate that either our stockholders or we will engage an underwriter in the selling or distribution of our shares.

We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $20,000.

The selling stockholders named in this prospectus must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock being offered by them. The selling stockholders and any broker-dealers who execute sales for the selling stockholders may be deemed to be an “underwriter” within the meaning of the Securities Act in connection with such sales. In particular, during such times as the selling stockholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable laws and may among other things:

1.	Not engage in any stabilization activities in connection with our common stock;
2.	Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus from time to time, as may be required by such broker or dealer, and
3.	Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities permitted under the Exchange Act.

Any commissions received by broker-dealers and any profit on the resale of shares sold by them while acting as principals might be deemed to be underwriting discounts or commissions under the Securities Act.

Regulation M

We have informed the selling stockholders that Regulation M promulgated under the Securities Exchange Act of 1934 may be applicable to them with respect to any purchase or sale of our common stock. In general, Rule 102 under Regulation M prohibits any person connected with a distribution of our common stock from directly or indirectly bidding for, or purchasing for any account in which it has a beneficial interest, any of the shares or any right to purchase the shares, for a period of one business day before and after completion of its participation in the distribution.

During any distribution period, Regulation M prohibits the selling stockholders and any other persons engaged in the distribution from engaging in any stabilizing bid or purchasing our common stock except for the purpose of preventing or retarding a decline in the open market price of the common stock. None of these persons may effect any stabilizing transaction to facilitate any offering at the market. As the selling stockholders will be offering and selling our common stock at the market, Regulation M will prohibit them from effecting any stabilizing transaction in contravention of Regulation M with respect to the shares.

We also have advised the selling stockholders that they should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of shares of common stock by the selling stockholders, and that there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, the selling stockholders or their agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our common stock while such selling stockholders are distributing shares covered by this prospectus. Regulation M may prohibit the selling stockholders from covering short sales by purchasing shares while the distribution is taking place, despite any contractual rights to do so under the Agreement. We have advised the selling stockholders that they should consult with their own legal counsel to ensure compliance with Regulation M.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.0001 per share.

The holders of our common stock:

·	Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors;

·	Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

·	Do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

·	Are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

The common shares are not subject to any future call or assessment and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the common shares and they all rank at equal rate or "pari passu", each with the other, as to all benefits, which might accrue to the holders of the common shares. All registered stockholders are entitled to receive a notice of any general annual meeting to be convened by our Board of Directors.

At any general meeting, subject to the restrictions on joint registered owners of common shares, on a showing of hands every stockholder who is present in person and entitled to vote has one vote, and on a poll every stockholder has one vote for each common share of which he is the registered owner and may exercise such vote either in person or by proxy. To the knowledge of our management, at the date hereof, our officers and Directors are the only persons to exercise control, directly or indirectly, over more than 10% of our outstanding common shares. See "Security Ownership of Certain Beneficial Owners and Management".

We refer you to our Articles of Incorporation and Bylaws which form a part of this registration statement and to the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

There are no outstanding options, warrants, or rights to purchase any of our securities.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of Directors, can elect all of the Directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our Directors.

Cash Dividends

As of the date of this registration statement, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, into our business.

Transfer Agent

We have appointed Island Stock Transfer as transfer agent for our shares of common stock. Island Stock Transfer is located at 100 Second Avenue South, Suite 104N, St. Petersburg, Florida 33701. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there was no public market for our common stock. We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock. Sales of substantial amounts of our common stock in the public market could adversely affect the market prices of our common stock and could impair our future ability to raise capital through the sale of our equity securities.

Upon completion of this offering, based on our outstanding shares as of May 1, 2008, we will have outstanding an aggregate of 1,840,000 shares of our common stock. Of these shares, 840,000 when registered pursuant to this offering will be freely tradable without restriction or further registration under the Securities Act.

The remaining 1,000,000 shares of common stock to be outstanding after this offering will be restricted as a result of securities laws. Of these restricted securities all such shares will be eligible for resale under Rule 144, subject to volume limitations. Restricted securities may be sold in the public market only if they have been registered or if they qualify for an exemption from registration under Rule 144 under the Securities Act.

Rule 144

In general, under Rule 144 as currently in effect, a person who is not one of our affiliates and who is not deemed to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned shares of our common stock that are deemed restricted securities for at least six months would be entitled after such six-month holding period to sell the common stock held by such person, subject to the continued availability of current public information about us (which current public information requirement is eliminated after a one-year holding period).

A person who is one of our affiliates and who has beneficially owned shares of our common stock that are deemed restricted securities for at least six months would be entitled after such six-month holding period to sell within any three-month period a number of shares that does not exceed 1% of the number of shares of our common stock then outstanding, which will equal 18,400 shares immediately after this offering, subject to the continued availability of current public information about us and the filing of a Form 144 notice of sale if the sale is for an amount in excess of 5,000 shares or for an aggregate sale price of more than $50,000 in a three-month period.

LEGAL MATTERS

We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our Directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

EXPERTS

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or its subsidiary. Nor was any such person connected with the Registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, Director, officer or employee.

Our financial statements for the period from inception to March 31, 2008, included in this prospectus have been audited by Moore and Associates, Chartered as set forth in their report included in this prospectus.

The legal opinion rendered by SRK Law Offices regarding the common stock of Adtomize, Inc. registered on Form S-1 is as set forth in their opinion letter included in this prospectus.

WHERE YOU CAN GET MORE INFORMATION

In accordance with the Securities Act of 1933, we are filing with the SEC a registration statement on Form S-1 covering the securities in this offering. As permitted by rules and regulations of the SEC, this prospectus does not contain all of the information in the registration statement. For further information regarding both our Company and the securities in this offering, we refer you to the registration statement, including all exhibits and schedules, which you may inspect without charge at the public reference facilities of the SEC's Washington, D.C. office, 100 F Street, N.E., Washington, D.C. 20549, and on the SEC Internet site at http:\\www.sec.gov.

ADTOMIZE, INC.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO FINANCIAL STATEMENTS

March 31, 2008

Report of Registered Independent Auditors			F-2

Financial Statements-

Balance Sheet as of March 31, 2008			F-3

Statements of Operations for the Period Ended March 31, 2008, and Cumulative from Inception			F-4

Statement of Stockholders’ Equity for the Period from Inception Through March 31, 2008			F-5

Statements of Cash Flows for the Period Ended March 31, 2008, and Cumulative from Inception			F-6

Notes to Financial Statements March 31, 2008			F-7

F-1

MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Adtomize, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheet of Adtomize, Inc. (A Development Stage Company) as of March 31, 2008 and the related statements of operations, stockholders’ equity and cash flows for the period from inception (July 31, 2007) to March 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Adtomize, Inc. (A Development Stage Company) as of March 31, 2008 and the related statements of operations, stockholders’ equity and cash flows for the period from inception (July 31, 2007) to March 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has no established source of revenue, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Moore & Associates, Chartered

Moore & Associates Chartered

Las Vegas, Nevada

April 25, 2008

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501

F-2

Adtomize Inc.

(A Development Stage Company)

Balance Sheet

March 31, 2008

Asset

Cash	$	40,050

Total Assets	$	40,050

Liabilities

Accounts payable and accruals	$	5,000
Due to stockholder	$	1,592

Total Liabilities	$	6,592

Stockholders` Equity (Note 3)

Common stock authorized – 100,000,000 common shares with a par value of $0.0001
Common stock issued and outstanding – 1,840,000 common shares	$	184
Additional paid in capital	$	49,816
Deficit accumulated during the development stage	$	( 16,542	)

Total Stockholders’ Equity	$	33,458

Total Liabilities and Stockholders’ Equity	$	40,050

The accompanying notes are an integral part of these financial statements

F-3

Adtomize Inc.

(A Development Stage Company)

Statement of Operations

For the period from Inception (July 31, 2007) to March 31, 2008

	Period from
	Inception
	(July 31, 2007)
	to
	March 31, 2008

Revenue	$	-

Expenses:
General and administrative	$	(16,542	)

Provision for income taxes		-

Net (loss)	$	(16,542	)

Basic and diluted (loss) per common share	$	(0.00	)

Weighted average number of common shares outstanding		1,840,000

The accompanying notes are an integral part of these financial statements

F-4

Adtomize Inc.

(A Development Stage Company)

Statement of Stockholders’ Equity

For the period from Inception (July 31, 2007) to March 31, 2008

					Additional
	Common Shares				Paid-in		Accumulated			Total
	Issued Shares		Amount		Capital		Deficit			Equity

Balance, July 31, 2007 (date of inception)		-	$	-	$	-	$	-		$	-

Shares issued to founder on July 31, 2007		1,840,000		184		49,816		-			50,000
Net (loss)		-		-		-		(16,542	)		( 16,542	)

Balance, March 31, 2008		1,840,000		184		49,816		(16,542	)		33,458

The accompanying notes are an integral part of these financial statements

F-5

Adtomize Inc.

(A Development Stage Company)

Statement of Cash Flows

For the period from Inception (July 31, 2007) to March 31, 2008

	Period from
	Inception
	(July 31, 2007)
	to
	March 31, 2008

Operating Activities

Net (loss)	$	(16,542	)
Increase in accounts payable		5,000

Cash from operating activities		(11,542	)

Financing Activities

Increase in due to stockholder		1,592
Sale of stock		50,000

Cash from financing activities		51,592

Increase in cash		40,050
Cash, opening		-

Cash, closing	$	40,050

Supplemental information:

Taxes paid	$	-
Taxes paid	$	-

Non-cash activities:

Stock issued for services	$	-
Stock issued for accounts payable	$	-
Stock issued for notes payable and interest	$	-
Stock issued for convertible debentures and interest	$	-
Convertible debentures issued for services	$	-
Warrants issued	$	-
Stock issued for penalty on default of convertible debenture	$	-
Note payable issued for finance charges	$	-
Forgiveness of note payable and accrued interest	$	-

The accompanying notes are an integral part of these financial statements

F-6

Adtomize Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2008

Note 1 – Nature of Operations

Adtomize Inc. (“the Company”), incorporated in the state of Nevada on July 17, 2007, is a private company focused on developing and offering a system to facilitate the buying and selling of internet advertising banners on high traffic websites.

The company has limited operations and in accordance with SFAS#7 is considered to be in the development stage.

Note 2 – Significant Accounting Policies

Accounting Basis

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

Financial Instrument

The Company's financial instrument consists of amount due to stockholder.

The amount due to stockholder is non interest-bearing. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from its other financial instruments and that their fair values approximate their carrying values except where separately disclosed.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Advertising

The Company has had no advertising activity since inception.

F-7

Adtomize Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2008

Note 2 – Significant Accounting Policies (continued)

Loss Per Share

Basic loss per share is calculated using the weighted average number of common shares outstanding and the treasury stock method is used to calculate diluted earnings per share. For the years presented, this calculation proved to be anti-dilutive.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.

Income Taxes

The Company provides for income taxes under Statement of Financial Accounting Standards NO. 109, “Accounting for Income Taxes.” SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward.

Net Income Per Common Share

Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. The Company has not issued any potentially dilutive common shares.

Note 3 – Due to Stockholder

The amount owing to stockholder is unsecured, non-interest bearing and has no specific terms of repayment.

Note 4 – Capital stock

Common Shares - Authorized

The company has 100,000,000 common shares authorized at a par value of $0.0001 per share.

Common Shares – Issued and Outstanding

During the year, the company issued 1,840,000 common shares for total proceeds of $50,000.

As at March 31, 2008, the company has no warrants or options outstanding.

F-8

Adtomize Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2008

Note 5 – Income Taxes

The Company provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $3,639, which is calculated by multiplying a 22% estimated tax rate by the cumulative NOL of $2,000.

The following table reconciles the amount of income tax recoverable on application of the statutory Canadian federal and provincial income tax rates:

The company has non-capital losses of $16,542.

Note 6 – Related Party Transaction

As at March 31, 2008, there is a balance owing to a stockholder of the Company in the amount of $1,542.

The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

Note 7 – Going Concern

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in the notes to the financial statements, the Company has no established source of revenue. This raises substantial doubt about the Company’s ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

F-9

Adtomize Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2008

Note 7 – Going Concern (continued)

The Company’s activities to date have been supported by equity financing. It has sustained losses in all previous reporting periods with an inception to date loss of $16,542 as of March 31, 2008. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan.

Note 8 – Recent Accounting Pronouncements

Below is a listing of the most recent accounting standards SFAS 150-154 and their effect on the Company.

Statement No. 150 - Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (Issued 5/03)

This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity.

Statement No. 151- Inventory Costs-an amendment of ARB No. 43, Chapter 4 (Issued 11/04)

This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that “…under some circumstances, items such as idle facility expense, excessive spoilage, double freight and re-handling costs may be so abnormal ass to require treatment as current period charges….” This Statement requires that those items be recognized as current-period charges regardless of whether they meet the criterion of “so abnormal.” In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities.

Statement No. 152 - Accounting for Real Estate Time-Sharing Transactions (an amendment of FASB Statements No. 66 and 67)

This Statement amends FASB Statement No. 66, Accounting for Sales of Real Estate, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions.

This Statement also amends FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, states that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2.

F-10

Adtomize Inc.

(A Development Stage Company)

Notes to Financial Statements

March 31, 2008

Note 8 – Recent Accounting Pronouncements (continued)

Statement No. 153- Exchanges of Non-monetary Assets (an amendment of APB Opinion No. 29)

The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, includes certain exceptions to the principle. This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of similar productive assts and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.

Statement No. 154 – Accounting Changes and Error Corrections (a replacement of APB Opinion No. 20 and FASB statement No. 3)

This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements, and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed.

The adoption of these new Statements is not expected to have a material effect on the Company’s current financial position, results or operations, or cash flows.

F-11

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13 Other Expenses of Issuance and Distribution

The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the registrant.

Name of Expense	Amount
Securities and Exchange Commission registration fee		4
Legal, accounting fees and expenses (1)		20,000

Total (1)		20,004

(1) Estimated.

ITEM 14. Indemnification of Directors, Officers, Employees and Agents

Our officers and Directors are indemnified as provided by the Nevada Revised Statutes and by our Bylaws.

Under the Nevada Revised Statutes, Director immunity from liability to a company or its stockholders for monetary liabilities applies automatically unless it is specifically limited by a company's Articles of Incorporation. Our Articles of Incorporation do not specifically limit our Directors' immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the Director has a material conflict of interest; (b) a violation of criminal law, unless the Director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the Director derived an improper personal profit; and (d) willful misconduct.

Our Bylaws provide that we will indemnify our Directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our Directors and officers; and, provided, further, that we shall not be required to indemnify any Director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our Board of Directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law or (d) is required to be made pursuant to the Bylaws.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our Directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable.

I-1

ITEM 15. Recent Sales of Unregistered Securities

Since inception, we have issued unregistered securities to the persons, as described below. None of these transactions involved any underwriters, underwriting discounts or commissions or any public offering, and we believe that each transaction was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, or Regulation D or Regulation S promulgated thereunder. All recipients had adequate access, through their relationships with us, to information about us.

On November 22, 2008, we issued and sold 840,000 shares of our common stock to our non-US seed capital investors at a purchase price of $0.05 per share, without registering the shares with the Securities and Exchange Commission. We completed this offering pursuant to Regulation S of the Securities Act. Each purchaser represented to us that they were a non-U.S. person as defined in Regulation S. We did not engage in distribution of these offerings in the United States.

On July 31, 2007, pursuant to the terms of a subscription agreement we sold 500,000 shares of our common stock to Mr. Ronald A. T. Lopez, our Secretary and Director, for cash payment to us of $4,000. We believe this issuance was deemed to be exempt under Regulation S of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offering and sale was made only to Mr. Ronald A. T. Lopez who is a non-U.S. citizen, and transfer was restricted by us in accordance with the requirements of the Securities Act of 1933.

ITEM 16. Exhibits and Financial Statement Schedules

(a) Exhibits:

The following exhibits are filed as part of this registration statement:

Exhibit		Description

3.1		Articles of Incorporation of Registrant.

3.2		Bylaws of Registrant.

4.1		Specimen Common Stock Certificate.

5.1		Opinion of SRK Law Offices regarding the legality of the securities being registered.

23.1		Consent of Moore & Associates, Chartered.

23.2		Consent of Legal Counsel (incorporated in Exhibit 5.1).

24.1		Power of Attorney (contained on the signature page of this registration statement).

I-2

Undertakings

The undersigned Registrant hereby undertakes to:

(a)(1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii) Include any additional or changed material information on the plan of distribution.

(2) For determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement of the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering.

(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4) For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

I-3

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to Directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(2) If the Registrant is subject to Rule 430C,

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

I-4

Signatures

In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Form S-1 and has authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Makati City, Philippines on May 9, 2008.

	ADTOMIZE, INC.


	By:	/s/ Lester G. Manalo
		Name: Lester G. Manalo
		Title: President, Treasurer and Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

Date: May 9, 2008		/s/ Lester G. Manalo
		Name: Lester G. Manalo
		Title: President, Treasurer and Director
		(Principal Executive and Principal Financial and Accounting Officer)

Date: May 9, 2008		/s/ Ronald A. T. Lopez
		Name: Ronald A. T. Lopez
		Title: Secretary and Director

I-5

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lester G. Manalo and Ronald A. T. Lopez, each or either of them, his true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement and to sign a registration statement pursuant to Section 462(b) of the Securities Act of 1933, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Lester G. Manalo	President, Treasurer and Director
Lester G. Manalo	(Principal Executive and Principal Financial and Accounting Officer)	May 9, 2008


/s/ Ronald A. T. Lopez	Secretary and Director
Ronald A. T. Lopez		May 9, 2008

I-6

Nevada	7310	41-2247537
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code)	Identification No.)

Title of Class of Securities to be Registered	Amount to be Registered(¹)		Proposed Maximum Aggregate Price Per Share		Proposed Maximum Aggregate Offering Price(²)		Amount of Registration Fee
Common Stock, $0.0001 per share		840,000	$	0.05	$	42,000	$	3.83
Total		840,000	$	0.05	$	42,000	$	3.83

	Page
Part I

PROSPECTUS SUMMARY	6

RISK FACTORS	9

Risks Relating to Our Lack of Operating History	9

Risks Relating to Our Business	10

Risks Relating to Our Strategy and Industry	11

Risks Relating to this Offering	14

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	16

USE OF PROCEEEDS	16

DETERMINATION OF THE OFFERING PRICE	17

DIVIDEND POLICY	17

MARKET FOR OUR COMMON STOCK	17

SELLING STOCKHOLDERS	18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	22

OUR BUSINESS	25

MANAGEMENT	36

EXECUTIVE COMPENSATION	38

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	39

PRINCIPAL STOCKHOLDERS	40

Shares of common stock being offered by the selling stockholders		840,000 shares of our common stock.

Offering price		$0.05 per share of common stock.

Number of shares outstanding before the offering		1,840,000

Number of shares outstanding after the offering if all the shares are sold		1,840,000

		Our executive officers and Directors currently hold 54.35% of our shares, and, as a result, they retain control over our direction.

Market for the common stock		There is no public market for our common stock. After the effective date of the registration statement, we intend to have a market maker file an application on our behalf with the NASD to have our common stock quoted on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our stock. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.

Use of proceeds		We will not receive any proceeds from the sale of shares by the selling stockholders.

PLAN OF DISTRIBUTION	41

DESCRIPTION OF SECURITIES	44

SHARES ELIGIBLE FOR FUTURE SALES	45

LEGAL MATTERS	46

EXPERTS	46

WHERE YOU CAN GET MORE INFORMATION	46

FINANCIAL STATEMENTS	F-1

	Statements of Operations
	Period from inception (July 31, 2007) to March 31, 2008

Net loss		16,542

Net loss per common share:
Basic and diluted (less than $0.01 per share		0

Weighted average number of Common shares outstanding:		1,840,000

	Balance Sheet Data March 31, 2008

Total assets	$	40,050
Total liabilities		6,592
Total Liabilities and Stockholders’ Equity	$	40,050

·	Identifying and responding to market demand for new advertising services;

·	The scalability of our equipment platforms to efficiently deliver our services;

·	Keeping abreast of technological changes;

·	Timely developing and implementing new product/service offerings and features;

·	Maintaining quality of performance;

·	Providing cost-effective service and support; and

·	Promoting our services and expanding our market share.

·	Be expensive and time-consuming to defend;
·	Result in negative publicity;
·	Force us to stop selling our services that rely on the challenged intellectual property;
·	Require us to redesign our software products;

·	Divert management’s attention and our other resources; or
·	Require us to enter into royalty or licensing agreements in order to obtain the right to use necessary technologies, which may not be available on terms acceptable to us, if at all.

1.	The number of shares beneficially owned by each prior to this offering;

2.	The total number of shares that are to be offered by each;

3.	The total number of shares that will be beneficially owned by each upon completion of the offering; and

4.	The percentage owned by each upon completion of the offering.

	Beneficial Ownership Before Offering(¹)						Beneficial Ownership After Offering(¹)
Name of Selling Stockholder(¹)	Number of Shares		Percent(²)		Number of Shares Being Offered		Number of Shares		Percent(²)

Jocelyn C. Capistrano		20,000		*		20,000		0		0

Renalyn C. Buhayan		20,000		*		20,000		0		0

Eujean L. Ong		20,000		*		20,000		0		0

Daisy S. San Esteban		20,000		*		20,000		0		0

Leo Andre S. Soriano	20,000	*	20,000	0	0

Vyrna B. Verdeflor	20,000	*	20,000	0	0

Alfredo Z. Franco	20,000	*	20,000	0	0

Mortel Sevilla	20,000	*	20,000	0	0

Herminio Ramos	20,000	*	20,000	0	0

Reneelyn Magracia	20,000	*	20,000	0	0

Philipina Belano	20,000	*	20,000	0	0

Mutya Dela Cruz	20,000	*	20,000	0	0

Diana Lou Larman	20,000	*	20,000	0	0

Ulyses Buhia	20,000	*	20,000	0	0

Reynaldo Valencia Jr.	20,000	*	20,000	0	0

Sol-Antonette A. Gomez	20,000	*	20,000	0	0

Crisogono Cultura Jr.	20,000	*	20,000	0	0

Benita Fajardo	20,000	*	20,000	0	0

Lailani Sison	20,000	*	20,000	0	0

Brenda A. Macatangay	20,000	*	20,000	0	0

Rey V. Supera	20,000	*	20,000	0	0

Elsa M. Agno	20,000	*	20,000	0	0

Kerwin Tyson	20,000	*	20,000	0	0

Christopher Curioso	20,000	*	20,000	0	0

Nancy M. Rollo	20,000	*		20,000	0	0

James Benjamin G. Pascual	20,000	*		20,000	0	0

Myla B. Nicolas	20,000	*		20,000	0	0

Mary Jeremy A. Petilos	20,000	*		20,000	0	0

Melody Grace D. Pasumbal	20,000	*		20,000	0	0

Maria Luisa B. Evangelista	20,000	*		20,000	0	0

Maximilian P. Arce	20,000	*		20,000	0	0

James Paul Vincent B. Joven	20,000	*		20,000	0	0

Carina C. Azaula	20,000	*		20,000	0	0

Yulando A. Abdon	20,000	*		20,000	0	0

Blanquita N. Sumabat	20,000	*		20,000	0	0

Lyna M. Ballon	20,000	*		20,000	0	0

Anna Liza G. Pado	20,000	*		20,000	0	0

Eloisa B. Alcantara	20,000	*		20,000	0	0

Jayson Y. Ojeda	20,000	*		20,000	0	0

Andrea G. Barbosa	20,000	*		20,000	0	0

Antonio A. Salvador	20,000	*		20,000	0	0

Mary Ann I. Hidalgo	20,000	*		20,000	0	0

TOTAL	840,000	44.65	%	840,000	NIL	NIL

Consulting/Software Development			5,000
Advertising			6,000
Support Staff			2,000
Web-hosting			1,200
Office Rent			1,500
Office Equipment			1,000
Corporate Collateral			800
Telephone			1,500
Miscellaneous			1,000
Legal and Accounting			7,500
Transfer Agent			2,500
Expenses			30,000

(¹)	The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares, unless otherwise shown in the table. The numbers in this table assume that none of the selling stockholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.

(²)	Applicable percentage of ownership is based on 1,840,000 shares of common stock outstanding as of May 1, 2008.

	(i)	has had a material relationship with us or any of our affiliates other than as a stockholder at any time within the past three years; nor

	(ii)	served as one of our officers or Directors.

Name	Age	Position

Lester G. Manalo	29	President, Treasurer, and Director

Ronald A.T. Lopez	28	Secretary and Director