CUSIP No. 01677T106
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SCHEDULE 13D
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Page 2 of 5
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1
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NAMES OF REPORTING PERSONS
Michael F. Linos
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2
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CHECK
THE APPROPRIATE B
OX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
3,750,000
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
3,750,000
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,750,000
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.28%
(1)
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14
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TYPE OF REPORTING PERSON
IN
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(1)
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Based on 33,231,977 shares of the Issuer’s common stock outstanding as of November
12, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2013.
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CUSIP No. 01677T106
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SCHEDULE 13D
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Page 3 of 5
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Item
1. Security and Issuer.
This statement on Schedule
13D (the “Statement”) is related to shares of common stock, $0.001 par value per share (“Common Stock”),
of AllDigital Holdings, Inc., a Nevada corporation (the “Company”). The principal executive offices of the Company
are located at 220 Technology Drive Suite 100, Irvine, California 92618.
Item 2. Identity and Background
This Statement is filed
by Michael F. Linos, an individual (the ”Reporting Person”), whose business address is 220 Technology Drive Suite
100, Irvine, California 92618. The Reporting Person’s principal occupation is serving as the Executive Vice President Sales
of the Company.
The Reporting Person has
not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws. The Reporting Person is a citizen of the United States.
Item
3. Source and Amount of Funds or Other Consideration.
The Reporting Person used
personal funds to purchase 3,750,000 shares of Common Stock on January 27, 2014 (the “Investment”). The Reporting Person
did not beneficially own any shares of Common Stock prior to the Investment.
Item 4. Purpose of Transaction.
The Reporting Person has
acquired beneficial ownership of the shares of Common Stock for investment purposes. The Reporting Person from time to time intends
to review his investment in the Company on the basis of various factors, including the Company’s business, financial condition,
results of operations and prospects, general economic and industry conditions, the securities markets in general and those for
the Common Stock in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting
Person will take such actions in the future as he may deem appropriate in light of the circumstances existing from time to time,
which may include further acquisitions of shares of Common Stock or disposal of some or all of the shares of Common Stock currently
owned by the Reporting Person or otherwise acquired by him, either in the open market or in privately negotiated transactions.
On January 27, 2014, the
Reporting Person became a member of the Board of Directors of the Company and entered into an Employment Agreement pursuant to
which the Reporting Person will be issued 1,000,000 shares of the Company’s common stock on each of January 27, 2015 and
January 27, 2016. Any unissued shares to which the Reporting Person may become eligible under the terms of his Employment Agreement
will accelerate at the Reporting Person’s option upon a change of control.
Except as described above, the Reporting Person
currently does not have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through
(j) of Item 4 of Schedule 13D. The Reporting Person reserves the right, based on all relevant factors and subject to applicable
law, at any time and from time to time, to review or reconsider his position, change his purpose, take other actions (including
actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs
(a) through (j) of Item 4 of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.
CUSIP No. 01677T106
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SCHEDULE 13D
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Page 4 of 5
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Item
5. Interest in Securities of the Issuer.
(a) As of April February
5, 2014, the Reporting Person was the beneficial owner of 3,750,000 shares of Common Stock (which represents approximately 11.28%
of the outstanding shares of Common Stock, based on 33,231,977 shares of the Company’s common stock outstanding as of November
12, 2013 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 12, 2013).
(b)
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Shared Voting
Power
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Sole Voting
Power
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Shared
Dispositive
Power
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Sole
Dispositive
Power
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Michael F. Linos
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0
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3,750,000
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0
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3,750,000
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(c) On January 27, 2014,
the Reporting Person purchased 2,250,000 shares of Common Stock from the Company at a purchase price of $0.15 per share in a privately
negotiated transaction. On January 27, 2014, the Reporting Person also purchased an aggregate of 1,500,000 shares of Common Stock
from insiders of the Company at a purchase price of $0.15 per share in privately negotiated transactions. Except as set forth herein,
during the past 60 days, the Reporting Persons has not effected any transactions in the shares of Common Stock.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
In connection his appointment
as Executive Vice President Sales, the Reporting Person entered into an Employment Agreement with the Company’s wholly owned
subsidiary, AllDigital, Inc., on January 27, 2014 (the “Employment Agreement”).
Under the terms of the
Employment Agreement, upon the Reporting Person’s termination by the Company for certain enumerated reasons, the Company
will have the right to repurchase any shares of common stock of the Company beneficially owned by the Reporting Person on the effective
date of his termination at a per share purchase price of $0.15.
Under the terms of the
Employment Agreement, the Reporting Person will be issued 1,000,000 shares of the Company’s common stock on each of January
27, 2015 and January 27, 2016. Any unissued shares to which the Reporting Person may become eligible under the terms of his Employment
Agreement will accelerate at the Reporting Person’s option upon a change of control.
Item 7. Material to be
Filed as Exhibits.
Exhibit
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Description
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99.1
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Employment Agreement
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CUSIP No. 01677T106
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SCHEDULE 13D
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Page 5 of 5
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SIGNATURES
After reasonable inquiry
and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 6, 2014
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/s/ MICHAEL F. LINOS
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Michael F. Linos, an individual
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