Mr. David I. Brownstein This is Me

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1. 1. www.sec.gov

   www.sec.gov/Archives/edgar/dat - [Cached]

   Published on: 1/16/2003   Last Visited: 1/18/2003

   The then directors of ADPADS INC (David Brownstein, Joseph Drucker, and Scott Einbinder) carefully considered the acquisition of BFFI and the number of shares of ADPADS INC's common and preferred stock that would be issued to the shareholders of BFFI in connection with the acquisition.
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   David Brownstein 14,142,000 28.7% 210 Dee Court Lakewood, NJ 08701 a21, Inc. 70,000,160 (6) 58.7% One Embarcedero Center Suite 500 San Francisco, CA 94111
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   Since ADPADS INC's preferred stock is non-voting, ADPADS INC's former President and largest shareholder, David Brownstein, granted an irrevocable proxy on 6,300,000 shares of his common stock to William Callari.
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   Amount of Beneficial Percentage of Beneficial Ownership Assuming Ownership Assuming Pro- Proposal #1 is Approved posal #1 is Approved and all Shares of Series and all Shares of Series A Convertible Preferred A Convertible Preferred Stock are Converted Stock are Converted Name Number of Votes into Common Stock into Common Stock ---- --------------- ----------------------- ------------------------ William Callari 10,481,379 3,046,173 18.1% Erica Ventley 1,296,551 1,022,072 6.1% Gerald Goodman 97,241 76,655 .5% David Brownstein 7,842,000 353,550 2.1% Albert H. Pleus 0 3,000,005 17.8% Mark Spargo 3,889,655 350,000 2.1% Jane Kyhl-Fritsch 2,049,162 1,615,399 9.6% James A. Schubert 0 250,000 1.6% Directors and Officers as a Group 11,875,171 7,144,905 42.4%

2. 2. Todays News

   www.prnewswire.com/cgi-bin/sto - [Cached]

   Published on: 8/16/2000   Last Visited: 8/16/2000

   MATAWAN, N.J., Aug. 16 /PRNewswire / -- In an unprecedented move, David I. Brownstein, founder and President of AdPads, Inc. announced that he has volunteered to return 10, 000, 000 shares of stock to the Corporate Treasury.
   
   According to Mr. Brownstein, This is being done to allow Wall Street to place a realistic market cap on our company. We are also considering other strategic moves which will realign the total issued and outstanding shares to approximately 7, 000, 000 and our fully-diluted float to about 3, 000, 000..
   
   Brownstein continued, As I am only 29 years old, there is plenty of time to capitalize on the growth of our company and by returning the stock to our treasury, this gives us the opportunity for future acquisitions and the hiring of key personnel. I believe a young growing company like ours should belong to our shareholders..
   
   AdPads, Inc., founded in 1998, is a full service print and Internet marketing company, which has developed and perfected a completely new and unique concept called the AdPads Marketing System. It consists of full-color advertisements displayed in high-traffic locations as well as on the Internet at http : //www.adpads.com/.
   
   AdPads, Inc. also provides printing, direct mail, and marketing plans for businesses of all sizes. AdPads, Inc., based in Monmouth County, New Jersey, is currently operating in 6 states (New Jersey, New York, Connecticut, Kansas, Massachusetts and Virginia), with plans for national and international expansion over the next two years through a vast franchise network.

3. 3. www.sec.gov

   www.sec.gov/Archives/edgar/dat - [Cached]

   Published on: 4/3/2001   Last Visited: 9/14/2001

   David Brownstein
   
   ( 732 )
   
   290-8940 --------------------------------------------------
   ------------------------- ( Name )
   
   ( Area Code )
   
   ...
   By /s/ DAVID BROWNSTEIN
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   DAVID BROWNSTEIN , CHIEF FINANCIAL OFFICER
   
   INSTRUCTION : The form may be signed by an executive officer of the. registrant or by any other duly authorized representative. The name and. title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of ADPADS INC by an authorized representative , evidence of the representative's authority to sign on behalf of ADPADS INC shall be filed with the form.