ADGL AllDigital Holdings Inc (CE)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 01677T106

1.

Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
ACT Capital Management, LLLP   (I.R.S. Identification No. 14-1895400)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
917,689 * (1) See Explanatory Note

6.

Shared Voting Power
0 (1)

7.

Sole Dispositive Power
917,689 * (1)   See Explanatory Note  

8.

Shared Dispositive Power
2,621,969*(1)  See Explanatory Note

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,621,969*(1)  See Explanatory Note

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.8 %* (1)  See Explanatory Note

12.

Type of Reporting Person (See Instructions)
PN

(1) Amir L. Ecker and Carol G. Frankenfield are each a General Partner of ACT Capital Management, LLLP.  See Item 4 of this Schedule.

CUSIP No. 01677T106

1.

Names of Reporting Persons
Amir L. Ecker

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,442,083* (2)  See Explanatory Note

6.

Shared Voting Power
1,179,886 *(2)  See Explanatory Note

7.

Sole Dispositive Power
0 shares (2)

8.

Shared Dispositive Power
2,621,969*(2)   See Explanatory Note

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,621,969*(2)   See Explanatory Note

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.8 %* (2)  See Explanatory Note

12.

Type of Reporting Person (See Instructions)
IN

(2) Amir L. Ecker is a General Partner of ACT Capital Management, LLLP.  See Item 4 of this Schedule 13G.

CUSIP No. 01677T106

1.

Names of Reporting Persons
Carol G. Frankenfield

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0  (3)

6.

Shared Voting Power
917,689* (3)  See Explanatory Note

7.

Sole Dispositive Power
0 shares (3)

8.

Shared Dispositive Power
2,621,969* (3) See Explanatory Note

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
2,621,969* (3) See Explanatory Note

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.8 %* (3)  See Explanatory Note

12.

Type of Reporting Person (See Instructions)
IN

(3) Carol G. Frankenfield is a General Partner of ACT Capital Management, LLLP.  See Item 4 of this Schedule 13G.

Item 1.

(a)

Name of Issuer
AllDigital Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices
6 Hughes, Suite 200

Irvine, CA  92618

Item 2.

(a)

Name of Person Filing
ACT Capital Management, LLLP

Amir L. Ecker

Carol G. Frankenfield

(b)

Address of Principal Business Office or, if none, Residence
100 W. Lancaster Ave., Suite 110

Wayne, PA  19087

(c)

Citizenship
ACT Capital Management, LLLP – Delaware USA

Amir L. Ecker and Carol G. Frankenfield are U.S. Citizens

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number
047438205

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

Item 4.

Ownership

* Explanatory Note: The reporting person referenced in this Schedule 13G purchased notes of AllDigital Holdings, Inc. (the “Issuer”). The Issuer informed the reporting person that on November 4, 2013, the Issuer converted the notes into shares of the Issuer’s common stock, $0.001 par value per share, reported on this Schedule 13G as beneficially owned by the reporting person. The reporting person disputes such conversion and instead maintains that the reporting person is the beneficial owner of $500,000 principal amount of notes of the Issuer, which bear interest at  9% per annum, plus accrued interest. By making this filing, the reporting person does not admit that such conversion occurred or that the reporting person is the beneficial owner of such shares.

(a)

Amount beneficially owned:   

(1)      2,621,969

(2)      2,621,969  ( Mr. Ecker may be deemed a beneficial owner of the shares held by ACT Capital Management, LLLP solely because he is a General Partner of that partnership.)

(3)      2,621,969  (Ms. Frankenfield may be deemed a beneficial owner of the shares held by ACT Capital Management, LLLP solely because she is a General Partner of that partnership.)

(b)

Percent of class:   

(1)                 6.8%

(2)                 6.8%

(3)                 6.8%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

(1)          917,689

(2)          1,442,083

(3)          0

(ii)

Shared power to vote or to direct the vote    

(1)          0

(2)          1,179,886

(3)          917,689

(iii)

Sole power to dispose or to direct the disposition of   

(1)          917,689

(2)          0

(3)          0

(iv)

Shared power to dispose or to direct the disposition of   

(1)          2,621,969

(2)          2,621,969

(3)          2,621,969

The percentages set forth in this Schedule 13G are based upon the total number of shares of the Issuer’s common stock outstanding of  38,254,959 shares as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 16, 2015.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Item 8.

Identification and Classification of Members of the Group

Item 9.

Notice of Dissolution of Group

Item 10.

Certification

DATE:

January 26, 2016

By:

/s/ Amir L. Ecker

Amir L. Ecker

DATE:

January 26, 2016

By:

/s/ Carol G. Frankenfield

Carol G. Frankenfield

ACT CAPITAL MANAGEMENT, LLLP, by its

General Partner, Amir L. Ecker

DATE:

January 26, 2016

By:

/s/ Amir L. Ecker

General Partner

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

DATE:

January 26, 2016

By:

/s/ Amir L. Ecker

Amir L. Ecker

DATE:

January 26, 2016

By:

/s/ Carol G. Frankenfield

Carol G. Frankenfield

ACT CAPITAL MANAGEMENT, LLLP, by its

General Partner, Amir L. Ecker

DATE:

January 26, 2016

By:

/s/ Amir L. Ecker

General Partner