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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

WASHINGTON, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~February 28~~ November 30, ~~2015~~2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For~~Commission ~~the~~file ~~transition~~number: ~~period from______to ______~~000-54013

~~Commission file~~QUALITY ~~number~~ONLINE ~~001-34274~~EDUCATION GROUP INC.

~~ADGS~~(Exact ~~ADVISORY,~~Name ~~INC.~~of Registrant as Specified in Its Charter)

(Exact name of Registrant as Specified in its Charter)

Delaware		42-1743717
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Delaware		42-1743717
(State or other jurisdiction of incorporation or Identification No.)		(I.R.S. Employer organization)
Units 2611-13A, 26/F 113 Argyle Street, Mongkok Kowloon, Hong Kong, SAR		N/A
(Address of principal executive offices)		(Zip Code)

Unit 1, 60 Riviera Dr. Markham, Ontario, Canada L3R 5M1

~~(852)~~Phone: ~~2374-0002~~647 776 8618

(~~Registrant’s~~Address ~~Telephone~~of ~~Number,~~Principal ~~Including~~Executive ~~Area~~Offices, Zip Code & Telephone Number)

~~Not~~Securities ~~applicable~~registered pursuant to Section 12(b) of the Act: None

~~(Former~~Securities ~~Name,~~registered ~~Former~~pursuant ~~Address~~to ~~and~~section 12(g) ~~Former~~of ~~Fiscal~~the ~~Year~~Act: Common Stock, if$0.0001 ~~Changed~~par ~~Since Last Report)~~value

~~Securities~~Indicate by ~~registered~~check ~~pursuant~~mark toif ~~Section~~the ~~12(b)~~registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:. Yes ☐ No ☒

~~Title~~Indicate by ofcheck ~~each~~mark ~~class~~if ~~Trading~~the ~~Symbol(s)~~registrant ~~Name~~is ofnot ~~each~~required ~~exchange~~to onfile ~~which~~reports ~~registered~~pursuant ~~N/A~~to ~~N/A~~Section 13 ~~N/A~~or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation byto ~~Rule~~its ~~12b-2~~management’s assessment of the ~~Exchange~~effectiveness of ~~Act~~its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. ~~Yes~~7262(b)) ~~☐ No~~by ☒the registered public accounting firm that prepared or issued its audit report. ☐

~~State~~Indicate ~~the~~by ~~number~~a ofcheck ~~shares~~mark ~~outstanding~~whether ofthe ~~each~~registrant ofis ~~the~~a ~~Issuer’s~~shell ~~classes~~company of(as ~~common~~defined ~~stock,~~in asRule 12b-2 of the ~~latest~~Exchange ~~practicable date: Common, $~~Act).~~0001 par~~ ~~value~~Yes ~~per share; 1,484,843,869 outstanding as of April 22, 2021.~~☐ No ☒

~~ADGS~~State ~~ADVISORY,~~the ~~INC~~aggregate market value of the voting and non-voting common equity held by non-affiliates: As of most recently completed second fiscal quarter there is no active market for the registrant’s common stock.

~~TABLE~~The OFnumber ~~CONTENTS~~of shares outstanding of the issuer’s Common Stock as of January 6, 2023 was 1,760,903,032.

		Pages
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	10
Item 4.	Controls and Procedures.	10
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	11
Item 3.	Default upon Senior Securities.	11
Item 4.	Mine Safety Disclosures.	11
Item 5.	Other Information.	11
Item 6.	Exhibits.	12
SIGNATURES		13

TABLE OF CONTENT

		Page
PART I

ITEM 1.	FINANCIAL STATEMENTS	1 - 8

ITEM 2.	MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	9 -10

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	11

ITEM 4.	CONTROLS AND PROCEDURE	11 - 12

PART II

ITEM 1.	LEGAL PROCEDURES	13

ITEM 1A.	RISK FACTORS	13

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	13

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	13

ITEM 4.	MINE SAFETY DISCLOSURES	13

ITEM 5.	OTHER INFORMATION	13

	SIGNATURES	14

EXHIBIT

Exhibit 31.1	CHIEF EXECUTIVE OFFICER	15

Exhibit 31.1	DIRECTOR	16

Exhibit 32.1	CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002	17

~~PART~~Part I ~~- FINANCIAL INFORMATION~~

~~Item~~ ITEM 1. Financial Statements

~~ADGS~~QUALITY ~~ADVISORY,~~ONLINE EDUCATION GROUP INC.

~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS

FOR ~~THE PERIOD ENDED FEBRUARY 28, 2015 (UNAUDITED)~~

CONTENTS		Pages
Condensed Consolidated Balance Sheets as of February 28, 2015 (Unaudited) and August 31, 2014		F-1
Condensed Consolidated Statements of Operations for the Three and Six Months Ended February 28, 2015 and 2014 (Unaudited)		F-2
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended February 28, 2015 (Unaudited)		F-3
Condensed Consolidated Statements of Cash Flows for the Six Months Ended February 28, 2015 and 2014 (Unaudited)		F-4
Notes to Condensed Consolidated Financial Statements (Unaudited)		F-7 - F-31

THE QUARTER ENDED NOV 30, 2022

~~ADGS ADVISORY~~QUALITY ONLINE EDUCATION GROUP INC.

~~BALANCE SHEETS~~CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~FOR QUARTER ENDED NOV 30, 2022

	February 28,			August 31,
	2015			2014
ASSETS
Current assets
Cash	$	-		$	95,811
Restricted cash		-			258,968
Accounts receivable		-			1,461,876
Advance to third parties		-			841,803
Other receivables and prepaid expenses		-			290,617
Total current assets		-			2,949,075
Non-current assets
Property and equipment, net		-			1,999,545
Equity-method investment		-			357,870
Intangible assets		-			1,048,160
Other investment		-			1,935,459
Goodwill		-			153,128
Deposit paid for acquisition of a client list		-			258,061
Utility and other deposits		-			93,264
Total non-current assets		-			5,845,487
Total assets	$	-		$	8,794,562
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current liabilities
Bank overdraft	$	253,738		$	253,738
Assets held under capital lease		10,843			10,843
Accrued liabilities and other payables		411,044			411,044
Due to a related party		663,011			663,011
Deposit received		43,942			43,942
Deferred revenue		145,159			145,159
Income tax payable		586,111			586,111
Bank loans - current portion		569,425			569,425
Total current liabilities		2,683,273			2,683,273
Non-current liabilities
Assets held under capital lease, net of current portion		20,987			20,987
Deferred revenue, net of current portion		290,319			290,319
Bank loans, net of current portion		3,557,314			3,557,314
Loan from a related party		645,268			645,268
Total non-current liabilities		4,513,888			4,513,888
Total liabilities		7,197,161			7,197,161
Commitments and contingencies		-			-
Stockholders’ equity
authorized, none issued and outstanding Common stock, $0.0001 par value per share, 50,000,000 shares authorized, 35,337,805 shares issued and outstanding as of August 31, 2014 and 25,000,000 shares issued and outstanding as of August 31, 2013		3,534			3,534
Subscription receivable		-			(3,092,458	)
Additional paid in capital		3,454,057			3,454,057
Retained earnings (deficit)		(10,654,752	)		1,399,062
Accumulated other comprehensive loss		-			(10,126	)
Total ADGS Advisory, Inc. stockholders’ equity		(7,197,161	)		1,754,069
Non-controlling interest		-			(156,668	)
Total equity		(7,197,161	)		1,597,401
Total liabilities and stockholders’ equity	$	-		$	8,794,562

Table of Contents

The accompanying notes are an integral part of these financial statements.

		Page
Consolidated Statement of Balance Sheet		3

Consolidated Statement of Income and Comprehensive Income		4

Consolidated Statements of Changes in Stockholders’ equity		5

Consolidated Statements of Cash Flows		6

Notes to Consolidated Financial Statements		7 - 8

F-1

ADGS ADVISORY INC.

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months		Three Months			Six Months			Six Months
	Ended		Ended			Ended			Ended
	February		February			February			February
	2015		2014			2015			2014
Revenue	$	-	$	1,441,268		$	-		$	2,601,278
Operating Expenses:
Direct cost of revenue				586,401						1,131,827
Administrative expenses		-		388,920			-			601,734
Total operating expenses		-		975,321			-			1,733,561
Income (loss) from operations		-		465,947			-			867,717
Other (income) expense
Other income				(327	)					(1,869	)
Loss on disposal of assets							12,053,814			-
Interest expense		-		26,913			-			55,197
Other (income) expense, net		-		26,586			12,053,814			53,328
Income (loss) before provision for income taxes		-		439,361			(12,053,814	)		814,389
Tax Provision		-		71,631			-			84,980
Net Income (Loss)	$	-		367,730		$	(12,053,814	)	$	729,409
Basic and diluted earnings(loss) per common share	$	-	$	0.01		$	(0.48	)	$	0.03
Weighted average number of shares outstanding		25,000,000		25,000,000			25,000,000			25,000,000

The accompanying notes are an integral part of these financial statements.

F-2

ADGS ADVISORY INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited)

											Subcriptions		Total
	Common Stock				Paid in			Retained			Receivable,		Stockholders’
	Shares		Value		Capital			Earnings			net		Equity
Balance, August 31, 2013		25,000,000	$	2,500	$	(2,500	)	$	(72,926	)	$	-	$	(72,926	)
Net loss									361,679					361,679
Balance, November 30, 2013		25,000,000	$	2,500	$	(2,500	)	$	288,753		$	-	$	288,753
Net profit									363,078					363,078
Balance, February 28, 2014		25,000,000	$	2,500	$	(2,500	)	$	651,831		$	-	$	651,831

	Common Stock				Paid in		Retained			Subcriptions Receivable,			Total Stockholders’
	Shares		Value		Capital		Earnings			net			Equity
Balance, August 31, 2014		35,337,805	$	3,534	$	3,454,057	$	1,399,062		$	(3,259,252	)	$	1,597,401
Change in subscription receivable											3,259,252			3,259,252
Net loss								(12,053,814	)					(12,053,814	)
Balance, November 30, 2014		35,337,805	$	3,534	$	3,454,057	$	(10,654,752	)	$	-		$	(7,197,161	)
Net loss								-
Balance, February 28, 2015		35,337,805	$	3,534	$	3,454,057	$	(10,654,752	)	$	-		$	(7,197,161	)

F-3

ADGS ADVISORY INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months		Six Months
	Ended		Ended
	February 28		February 28
	2015		2014
Cash flows from operating activities:
Net profit/(loss)	$	-	$	729,409
		-		729,409
Adjustments to reconcile net profit/(loss) to net cash provided by operating activities:
Depreciation of property and equipment		-		53,431
Equity in loss of equity-method investment		-		5,455
Amortization of intangible assets		-		98,003
Changes in assets and liabilities:
Utility and other deposits		-		(32,315	)
Accounts receivable		-		(49,038	)
Other receivables		-		93,945
Prepaid expenses		-		64,051
Deposit received		-		2,870
Income tax payable		-		110,440
Accrued liabilities		-		(20,677	)
Deferred revenue		-		(72,534	)
Net cash provided by operating activities		-		983,040
Cash flows from investing activities:
Acquisition of an intangible asset, net of cash acquired		-		(116,104	)
Acquisition of subsidiary, net of cash acquired		-		(475,605	)
Cash paid for property and equipment		-		(18,066	)
Net cash used in investing activities		-		(609,775	)
Cash flows from financing activities:
Repayment of advances made and expenses paid on behalf of a related party		-		387,159
Receipt for shares issuable		-		154,988
Bank fixed deposit		-		(292	)
Proceeds from bank loans		-		86,132
Repayment of bank loans		-		(75,325	)
Repayment of capital lease		-		(11,754	)
Net increase in bank overdraft		-		34,582
Repayment of capital lease obligations		-
Net cash provided by / (used in) financing activities				575,490
Net increase in cash		-		948,755
Effect on change of exchange rates on cash		-		(407	)
Cash as of the beginning of the period		-		164,314
Cash as of the end of period	$	-	$	1,112,662
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Bank loan interest paid	$	-	$	27,840
Capital lease interest paid	$	-	$	1,915

The accompanying notes are an integral part of these financial statements.

F-4

ADGS ADVISORY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Description of business and organization

Nature of operations

ADGS Advisory, Inc. (“the Company” or “ADGS”) was incorporated in the State of Delaware in September 2007 under the name Life Nutrition Products, Inc. Pursuant to a Certificate of Amendment to its Certificate of Incorporation filed with the State of Delaware and effective as of July 19, 2013, the Company changed its corporate name from “Life Nutrition Products, Inc.” to “ADGS Advisory, Inc.”.

The Company has been dormant since it filed its Form 10-K on February 12, 2015 for period ended August 31, 2014. For financial statement purposes, on subsequent filings, all assets on the Company’s balance sheet as of August 31, 2014 were considered disposed of or written down; and all liabilities remained on the Company’s balance sheet. Therefore, as result the Company’s auditors have disclaimed the unaudited interim financial statements included in this Report.

With the exception of the Going Concern footnote, the footnotes to the financial statements have not been updated and all assets accounts are considered to have a zero balance, and all liability account balances as of August 31, 2014 remain unchanged as of the date of this Report.

2. Summary of significant accounting policies

Basis of presentation

These interim consolidated financial statements are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures for a fair presentation of these interim consolidated financial statements have been included. The results reported in the consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements.

The unaudited condensed consolidated financial statements include all accounts of the Company and its subsidiaries as disclosed in Note 1. All material inter-company balances and transactions have been eliminated.

As both the Company and its subsidiaries, ADGS and ADGS Tax are under common control, the financial statements of the Company have been presented as if the receipt of assets and liabilities of the subsidiaries at their net carrying amount been entered into as of March 1, 2011 in accordance with ASC 805-50-15-6. Accordingly, financial information related to periods prior to the assets and liabilities are that of the Company’s operating subsidiaries.

Certain reclassifications have been made to the comparative period amounts to conform with that of the current period.

Going concern

The accompanying consolidated financial statements are presented on a going concern basis. Although the Company has a working capital surplus of $7,197,161 at February 28, 2015, management plans to continue its efforts to raise funds through debt or equity in the near future and increase its profitability to sustain its operations.

F-5

ADGS ADVISORY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN US DOLLARS)

2. Summary of significant accounting policies (…/Cont’d)

Foreign currency translation

The Group uses United States dollars (“U.S. Dollar” or “US$” or “$”) for financial reporting purposes. The subsidiaries within the Company maintain their books and records in their respective functional currency, Hong Kong dollars (“HK$”), being the lawful currency in Hong Kong. Assets and liabilities of the subsidiaries are translated from H.K. Dollars into U.S. Dollars using the applicable exchange rates prevailing at the balance sheet date. Items on the statements of income and comprehensive income and cash flows are translated at average exchange rates during the reporting period. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the Company’s financial statements are recorded as accumulated other comprehensive income included in the stockholders’ equity section of the balance sheets. The exchange rates used to translate amounts in HKD into U.S. Dollars for the purposes of preparing the consolidated financial statements are as follows:

	February 28, 2014	August 31, 2013
	(Unaudited)
Balance sheet items, except for equity accounts	HK$7.7608=$1	HK$7.7525=$1

	February 28,	February 28,
	2014	2013
	(Unaudited)	(Unaudited)
Items in statements of income and cash flows for the three months ended	HK$7.7566=$1	HK$7.7993=$1
Items in statements of income and cash flows for the six months ended	HK$7.7550=$1	HK$7.7994=$1

Revenue recognition

The Company generates revenue primarily from providing accounting, taxation, company secretarial, consultancy services, consultancy service for slope inspection and rental income.

(i) Revenue generates from providing accounting, taxation, company secretarial and consultancy services is recognized when persuasive evidence of an arrangement exists, the related services are provided and when the collection is probable, the price is fixed or determinable and collectability is reasonably assured. The Group generates its revenues from providing professional services under fixed-fee billing arrangements.

In fixed-fee billing arrangements, the Company agrees to a pre-established fee in exchange for a pre-determined set of professional services. Generally, the client agrees to pay a fixed-fee in monthly installments over the specified contract term. These contracts are for varying periods and generally permit the client to cancel the contract before the end of the term.

(ii) Consultancy service for slope inspection represents under fixed price contract is recognized when the related services are provided and when the collection is probable, the price is fixed or determinable and collectability is reasonably assured.

(iii) Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-line basis over the lease term.

F-6

ADGS ADVISORY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN US DOLLARS)

2. Summary of significant accounting policies (…/Cont’d)

Revenue recognition (…/Cont’d)

(iv) The Company recognizes the management fee income when service is provided. Services include providing administration support service or accounting service to companies.

Direct cost of revenue

Direct costs of revenues generated from providing accounting, taxation, company secretarial and consultancy services consists primarily of billable employee compensation and related payroll benefits, the cost of consultants assigned to revenue generating activities and direct expenses billable to clients. Direct cost of revenues does not include an allocation of overhead costs.

Direct costs from providing consultancy service for slope inspections under fixed price contracts are recognized, as the related contact costs are incurred.

Cash

Cash represents cash in banks and cash on hand.

The Group considers all highly liquid investments with original maturities of three months or less to be cash equivalents. Substantially all of the cash deposits of the Group are held with financial institutions located in the Hong Kong, PRC. Management believes these financial institutions are of high credit quality. The group held no cash equivalents at February 28, 2014 and August 31, 2013.

Restricted cash

Restricted cash represents cash in banks were restricted and deposited in certain banks as security for installment loans payable to the banks.

Accounts receivable

Accounts receivable are recorded at invoiced amounts, net of allowances for doubtful accounts and discounts. The allowance for doubtful accounts is the Group’s best estimate of the amount of probable credit losses in the Group’s existing accounts receivable. Management determines the allowance based on historical write-off experience, customer specific facts and economic conditions. The Group historically has been able to collect all of its receivable balances.

Outstanding account balances are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Group does not have any off-balance-sheet credit exposure to its customers.

F-7

ADGS ADVISORY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN US DOLLARS)

2. Summary of significant accounting policies (…/Cont’d)

Deferred revenue

The Company entered into a contract with a third party to provide corporate advisory and consulting services. The agreement has a fixed term of four years, and is renewable upon maturity. These fees are deferred and are amortized to income as earned over the term of the agreement. Deferred revenue that will be recognized in next fiscal year is classified within current liabilities.

Property and equipment

Property and equipment are recorded at cost less accumulated depreciation. Maintenance, repairs and minor renewals are expensed as incurred; major renewals and improvements that extend the lives or increase the capacity of plant assets are capitalized.

When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the reporting period of disposition.

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets after taking into account their respective estimated residual value.

The estimated useful lives of the assets are as follows:

		Estimated Life
Investment property		Over the unexpired term of the lease
Leasehold improvement		5 years
Furniture and fixtures		5 years
Office equipment		5 years
Motor vehicles		5 years

Equity-method investment

Affiliated companies, in which the Company has significant influence, but not control, are accounted for equity-method investment. Equity-method investment adjustments include the Company’s proportionate share of investee income or loss, gains or losses resulting from investee capital transactions, adjustments to recognize certain differences between the Company’s carrying value and the Company’s equity in net assets of the investee at the date of investment, impairments, and other adjustments required by the equity method. Gain or losses are realized when such investments are sold.

Non-controlling interest

Non-controlling interests represents the 20% interest in ADGS Tax not owned by Almonds Kisses.

F-8

ADGS ADVISORY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN US DOLLARS)

2. Summary of significant accounting policies (…/Cont’d)

Purchased intangible assets

The Group assesses the useful lives and possible impairment of existing recognized intangible assets when an event occurs that may trigger such a review. Factors considered important which could trigger a review include:

● significant underperformance relative to historical or projected future operating results; ● significant changes in the manner of use of the acquired assets or the strategy for our overall business; ● identification of other impaired assets within a reporting unit; ● disposition of a significant portion of an operating segment; ● significant negative industry or economic trends;

The intangible assets are amortized using the straight line method over a period of 10 years.

Purchased goodwill

All business combinations are accounted for by applying the purchase method. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable.

Positive goodwill arising on acquisitions is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortized but is tested annually for impairment.

Decreases in goodwill resulting from the non-payment of contingent consideration are recognized in the period when non-payment occurs.

Negative goodwill arising on an acquisition is recognized directly in profit or loss.

The Group assesses the useful lives and possible impairment of existing goodwill when an event occurs that may trigger such a review. Factors considered important which could trigger a review include:

● significant underperformance relative to historical or projected future operating results; ● significant changes in the manner of use of the acquired assets or the strategy for our overall business; ● identification of other impaired assets within a reporting unit; ● disposition of a significant portion of business; ● significant negative industry or economic trends;

Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an accrual basis or when indications of impairment exist.

Assets under capital lease

Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. The interest element of the finance cost is charged to the statement of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Depreciation expense is computed using the straight-line method over the shorter of the estimated useful lives of the assets or the period of the related lease.

F-9

ADGS ADVISORY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN US DOLLARS)

2. Summary of significant accounting policies (…/Cont’d)

Comprehensive income

Comprehensive income includes net income and also considers the effect of other changes to stockholders’ equity that are not included in the determination of net income, but rather are reported as a separate component of stockholders’ equity. The Group reports foreign currency translation adjustments and unrealized gains and losses on investments (those which are considered temporary) as components of comprehensive income.

Earnings per share

Basic earnings per share is computed on the basis of the weighted-average number of shares of the Company’s common stock outstanding during the fiscal years. Diluted earnings per share is computed on the basis of the weighted-average number of shares of the common stock plus any effect of dilutive potential common shares outstanding during the period using the if-converted method.

Income taxes

The Group accounts for income taxes under FASB ASC Topic 740 “Income Taxes”. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be effective when the differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more-likely-than-not that the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of income in the period that includes the enactment date.

The Group records uncertain tax positions when it is more likely than not that the tax positions will not be sustained upon examination by the respective tax authority.

The Group recognizes interest and penalty related to income tax matters as income tax expense. For the six months ended February 28, 2014 and 2013, there was no penalty or interest recognized as income tax expenses.

F-10

ADGS ADVISORY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN US DOLLARS)

2. Summary of significant accounting policies (…/Cont’d)

Employee benefits

i) Salaries, wages, annual bonuses, paid annual leave and staff welfare are accrued in the year in which the associated services are rendered by employees of the Group. Where payment or settlement is deferred and the effect would be material, these amounts are stated at their present values.

ii) Contributions to appropriate local contribution retirement schemes pursuant to the relevant labor rules and regulations in Hong Kong which are charged to the cost of sales and general and administrative expenses in the statement of operation as and when the related employee service is provided. The Group incurred $31,859 and $19,659 for the three months period ended February 28, 2014 and 2013; $50,551 and $37,218 for the six months period ended February 28, 2014 and 2013 respectively.

Fair value measurements

FASB ASC Topic 820, “Fair Value Measurement and Disclosures” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liab i lity in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Group. Unobservable inputs reflect the Group’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Group has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 - Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The Group’s financial instruments consist principally of cash, accounts receivable, accounts payable, bank loans, and accrued liabilities. Pursuant to ASC 820, the fair value of the Group’s cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Group believes that the carrying amounts of all of the Group’s other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

F-11

ADGS ADVISORY, INC. NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN US DOLLARS)

3. BUSINESS SEGMENTS

A) Business segment reporting - by product

The Company has three (3) reportable business segments: providing accounting, taxation, company secretarial, consultancy services, and consultancy service for slope inspection . The Company evaluates performance based on net operating profit. Administrative functions are centralized however, where applicable, portions of the administrative function expenses are allocated between the operating segments. In the event any services are provided to one operating segment by the other, the transaction is valued according to the company’s transfer policy, which approximates market price. The administrative expenses are captured discretely within each segment. The Company’s property and equipment, and accounts receivable are captured and reported discretely within each operating segment.

The following tables set forth the Company’s four main segments:

	Accounting & Corporate Services			Corporate Restructuring & Insolvency			Multi- Disciplinary Advisory			Corporate & Other Income		Total
Three months ended February 28, 2014
Segment revenue
Revenue from external customer	$	417,329		$	26,166		$	997,773		$	-	$	1,441,268
Direct cost of revenue		(159,613	)		(34,526	)		(392,262	)		-		(586,401	)
Administrative expense		(112,614	)		(7,061	)		(269,245	)		-		(388,920	)
Gross profit/(loss)		145,102			(15,421	)		336,266			-		465,947
Other income		95			6			226			-		327
Finance cost		(7,793	)		(489	)		(18,631	)		-		(26,913	)
Income/(loss) before income taxes		137,404			(15,904	)		317,861			-		439,361
Income tax		(20,742	)		(1,300	)		(49,589	)		-		(71,631	)
Net income/(loss)	$	116,662		$	(17,204	)	$	268,272		$	-	$	367,730

	Accounting & Corporate Services		Corporate Restructuring & Insolvency		Multi- Disciplinary Advisory		Corporate & Other Income		Total
Total assets	$	1,716,361	$	47,056	$	3,278,687	$	696,486	$	5,738,590
Total liabilities	$	955,529	$	60,465	$	2,711,268	$	1,359,497	$	5,086,759

F-12

ADGS ADVISORY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

3. BUSINESS SEGMENTS (…../Cont’d)

A) Business segment reporting - by product (…../Cont’d)

	Accounting & Corporate Services			Corporate Restructuring & Insolvency			Multi- Disciplinary Advisory			Corporate & Other Income		Total
Three months ended February 28, 2013
Segment revenue
Revenue from external customer	$	251,079		$	832,770		$	212,186		$	-	$	1,296,035
Direct cost of revenue		(125,032	)		(438,706	)		(39,870	)		-		(603,608	)
Administrative expense		(53,459	)		(177,309	)		(45,178	)		-		(275,946	)
Gross profit		72,588			216,755			127,138			-		416,481
Other income		-			-			-			-		-
Finance cost		(6,460	)		(21,428	)		(5,460	)		-		(33,348	)
Income before income taxes		66,128			195,327			121,678			-		383,133
Income tax		(8,328	)		(27,622	)		(7,038	)		-		(42,988	)
Net income	$	57,800		$	167,705		$	114,640		$	-	$	340,145

	Accounting & Corporate Services		Corporate Restructuring & Insolvency		Multi- Disciplinary Advisory		Corporate & Other Income		Total
Total assets	$	856,599	$	3,036,888	$	168,687	$	-	$	4,062,174
Total liabilities	$	805,813	$	2,856,836	$	746,428	$	-	$	4,409,077

F-13

ADGS ADVISORY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

3. BUSINESS SEGMENTS (…../Cont’d)

B) Business segment reporting - by product (…../Cont’d)

	Accounting & Corporate Services			Corporate Restructuring & Insolvency			Multi- Disciplinary Advisory			Corporate & Other Income		Total
Six months ended February 28, 2014
Segment revenue
Revenue from external customer	$	696,971		$	50,690		$	1,853,617		$	-	$	2,601,278
Direct cost of revenue		(327,310	)		(62,331	)		(742,186	)		-		(1,131,827	)
Administrative expense		(165,795	)		(11,725	)		(424,214	)		-		(601,734	)
Gross profit/(loss)		203,866			(23,366	)		687,217			-		867,717
Other income		8,729			763			(7,623	)		-		1,869
Finance cost		(14,813	)		(1,104	)		(39,280	)		-		(55,197	)
Income/(loss) before income taxes		197,782			(23,707	)		640,314			-		814,389
Income tax		(24,054	)		(1,591	)		(59,335	)		-		(84,980	)
Net income/(loss)	$	173,728		$	(25,298	)	$	580,979		$	-	$	729,409

	Accounting & Corporate Services		Corporate Restructuring & Insolvency		Multi- Disciplinary Advisory		Corporate & Other Income		Total
Total assets	$	1,716,361	$	47,056	$	3,278,687	$	696,486	$	5,738,590
Total liabilities	$	955,529	$	60,465	$	2,711,268	$	1,359,497	$	5,086,759

F-14

ADGS ADVISORY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

3. BUSINESS SEGMENTS (…../Cont’d)

C) Business segment reporting - by product (…../Cont’d)

	Accounting & Corporate Services			Corporate Restructuring & Insolvency			Multi- Disciplinary Advisory			Corporate & Other Income		Total
Six months ended February 28, 2013
Segment revenue
Revenue from external customer	$	537,628		$	1,081,057		$	286,949		$	-	$	1,905,634
Direct cost of revenue		(278,048	)		(598,639	)		(90,352	)		-		(967,039	)
Administrative expense		(152,364	)		(263,008	)		(70,983	)		-		(486,355	)
Gross profit		107,216			219,410			125,614			-		452,240
Other income		-			-			-			-		-
Finance cost		(20,293	)		(33,413	)		(9,069	)		-		(62,775	)
Income before income taxes		86,923			185,997			116,545			-		389,465
Income tax		(8,328	)		(27,622	)		(7,038	)		-		(42,988	)
Net income	$	78,595		$	158,375		$	109,507		$	-	$	346,477

	Accounting & Corporate Services		Corporate Restructuring & Insolvency		Multi- Disciplinary Advisory		Corporate & Other Income		Total
Total assets	$	856,599	$	3,036,888	$	168,687	$	-	$	4,062,174
Total liabilities	$	805,813	$	2,856,836	$	746,428	$	-	$	4,409,077

F-15

ADGS ADVISORY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

4. ACQUISITION OF SUBSIDIARY

Almonds Kisses Limited (“Almonds Kisses”), a wholly owned subsidiary of ADGS Advisory Inc. (the “Company”) entered into a purchase and sale agreement (the “Purchase Agreement”) dated October 20, 2013 which was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 23, 2013. Pursuant to the Purchase Agreement, the Company agreed to purchase all shares of T H Strategic Management Limited (“T H Strategic”), a Hong Kong, People’s Republic of China incorporated company (the “Acquisition”) for purchase consideration of approximately $516,000 (HK$4 million). T H Strategic Management Limited is engaged in providing accounting, taxation, company secretarial and consultancy services.

In consideration for acquisition of the issued and outstanding shares of TH Strategic, Almonds Kisses has agreed to pay the seller the sum of about $516,000 (HK$4 million), payable in four equal monthly installments of about $129,000 (HK$1 million) each. Almonds Kisses has fully paid the consideration of acquisition before the end of February 2014.

The following table summarizes the estimated fair values of tangible assets acquired and liabilities assumed as of the date of the Merger:

	Assets /(liabilities)
Cash	$	16,189
Account receivables		89,685
Accrual and other payables		(17,544	)
Tax payables		(25,469	)
Due to a related party		(22,504	)
Total identifiable net assets	$	40,357
Goodwill		475,605
Consideration	$	515,962

As the purchase price exceeds the fair value of assets and liabilities acquired or assumed, goodwill will be recognized. Goodwill is calculated as the difference between the Acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. The goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or when indications of impairment exist. No acquisition related costs incurred in this acquisition.

F-16

ADGS ADVISORY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

5. CASH

Cash represents cash in bank and cash on hand. Cash as of February 28, 2014 and August 31, 2013 consists of the following:

	February 28,		August 31,
	2014		2013
	(Unaudited)
Bank balances and cash	$	1,112,662	$	164,314

All cash was maintained in Hong Kong, PRC. In Hong Kong, there are no rules or regulations mandating an obligatory insurance of bank accounts. Management believes these financial institutions are of high credit quality.

6. RESTRICTED CASH

At February 28, 2014 and August 31, 2013, $129,465 of cash was restricted and deposited in a bank as security for installment loans payable to the bank.

F-17

ADGS ADVISORY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

7. DUE FROM A RELATED PARTY

The amounts due from the Group CFO are interest free, unsecured and repayable on demand. The Advances to the CFO were funded by Group bank loans. These bank loans were secured by real property owned by the CFO. The activity for such amounts due to shareholders for the period/year ended February 28, 2014 and August 31, 2013 is as follows:

	Period Ended February 28, 2014
	(Unaudited)
Balance due at September 1, 2013	$	418,658
Amount repaid during the period		(387,159	)
Exchange alignment		(449	)
Balance due at February 28, 2014	$	31,050

	Year Ended August 31, 2013
Balance due at September 1, 2012	$	241,036
Amount advanced during the year		4,831,702
Amount repaid during the year		(4,655,559	)
Exchange alignment		1,479
Balance due at August 31, 2013	$	418,658

8. LOAN FROM A RELATED PARTY

The loan from a related party is interest free, unsecured and is due and payable on August 30, 2017.

F-18

ADGS ADVISORY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

9. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	February 28,			August 31,
	2014			2013
	(Unaudited)
Investment property	$	1,909,062		$	1,909,062
Leasehold improvement		103,414			85,345
Furniture and fixtures		5,632			5,632
Office equipment		6,730			6,730
Motor vehicle		145,407			145,407
		2,170,245			2,152,176
Less: Accumulated depreciation		(116,916	)		(63,486	)
	$	2,053,329		$	2,088,690

Depreciation expense for the three months ended February 28, 2014 and 2013 amounted to $27,613 and $8,958; for the six months ended February 28, 2014 and 2013 amounted to $53,431 and $15,243 respectively.

Included in motor vehicle of the Group, the net carrying amount of $105,646 as of February 28, 2014 and $120,183 as of August 31, 2013 is under capital lease with the related depreciation charge for of $7,267 and $4,075 for the three months ended February 28, 2014 and 2013; $14,537 and $5,477 for the six months ended February 28, 2014 and 2013 respectively.

The residential property held by Motion Tech is collateral for a banking facility with a maximum amount of $2,063,850 (HK$16 million).

10. ASSETS HELD UNDER CAPITAL LEASES

The Group leases a motor vehicle that is classified as capital lease. The cost of the motor vehicle under capital leases is included in the Balance Sheets as property and equipment and was $105,646 (net of accumulated depreciation) at February 28, 2014. Amortization of assets under capital leases is included in depreciation expense. The future minimum lease payments required under the capital leases and the present value of the net minimum lease payments as of February 28, 2014, are as follows:

	Amount
Year ending August 31,
2014 (Six months)	$	13,658
2015		27,316
2016		27,316
2017		27,316
2018		10,745
Thereafter		-
Total minimum lease payment		106,351
Less: Imputed interest		(6,136	)
Present value of net minimum lease payments		100,215
Less: Current maturities of capital leases obligations		(12,004	)
Long-term capital leases obligations	$	88,211

F-19

ADGS ADVISORY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

11. INTANGIBLE ASSETS

Intangible assets consist of customer lists purchased from three unrelated parties pursuant to the agreements dated June 21, 2005, April 28, 2011 and September 30, 2013.

The intangible assets are amortized using the straight line method over a period of 10 years. Amortization expenses for the three months ended February 28, 2014 and 2013 are $48,990 and $44,875; for the six months ended February 28, 2014 and 2013 are $98,003 and $89,750 respectively. The future amortization as of February 28, 2014 will be as follows:

	Amount
Year ending August 31,
2014 (Six months)	$	97,928
2015		194,191
2016		92,774
2017		92,774
2018		92,774
Thereafter		280,186
	$	850,627

12. INCOME TAXES

The entities that comprise the Group file separate tax returns in the respective tax jurisdictions that they operate. The Company files income tax returns in the U.S. federal and state, and foreign jurisdictions such as Hong Kong, People’s Republic of China. The Inland Revenue Department of Hong Kong, People’s Republic of China would have a 7 year period that it could make changes on tax returns filed.

The Company is domiciled in the State of Delaware, U.S.A.. No provision for U.S.A. profits tax has been made as the Company has sustained losses.

The Company’s subsidiary, Almonds Kisses is domiciled in the British Virgin Islands, the law of which does not require the company to pay any income taxes or other taxes based on income, business activity or assets.

The Company’s subsidiary, ADGS Advisory Limited, is domiciled in Hong Kong, and a provision for Hong Kong profits tax in the amount of $81,195 and $42,823 has been made for the six months ended February 28, 2014 and 2013, respectively.

The Company’s subsidiary, ADGS Tax Advisory Limited, is domiciled in Hong Kong. No provision for Hong Kong profits tax has been made as the subsidiary sustained tax losses for the six months ended February 28, 2014 and 2013.

The Company’s subsidiary, Vantage Advisory Limited, is domiciled in Hong Kong. No provision for Hong Kong profits tax has been made as the subsidiary sustained tax losses for the six months ended February 28, 2014.

F-20

ADGS ADVISORY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

12. INCOME TAXES (…/Cont’d )

The Company’s subsidiary, Motion Tech is domiciled in the British Virgin Islands, the law of which does not require the company to pay any income taxes or other taxes based on income, business activity or assets.

The Company’s subsidiary, T H Strategic Management Limited acquired on October 20, 2013, is domiciled in Hong Kong, and a provision for Hong Kong profits tax in the amount of $3,785 has been made for the six months ended February 28, 2014.

The Company’s income tax for the six months ended February 28, 2014 and 2013 can be reconciled to the income before income tax expenses in the statement of operations as follows:

	For the Three months ended February 28,						For the Six months ended February 28,
	2014			2013			2014			2013
Income before tax	$	439,361		$	383,133		$	814,389		$	389,465
Expected Hong Kong income tax expense at statutory tax rate of 16.5%	$	72,495		$	63,217		$	134,375		$	64,262
Temporary difference		(35,086	)		(3,528	)		(73,679	)		(3,240	)
Utilization of tax losses		-			(21,382	)		193			(27,394	)
Unrealised tax loss		34,222			4,681			24,091			9,360
Actual income tax expense	$	71,631		$	42,988		$	84,980		$	42,988

	February 28, 2014		August 31, 2013
	(Unaudited)
Deferred tax asset:
Unrecognized tax losses	$	-	$	-
Deferred tax liability:
Difference between book and tax depreciation	$	1,242	$	2,340

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Other major temporary differences that give rise to the deferred tax assets and liabilities are net operating losses carry forwards. As the amounts are immaterial as of February 28, 2014 and August 31, 2013, no deferred taxes have been provided for in the accounts.

F-21

ADGS ADVISORY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

13. BANK LOANS

The details of the bank loans outstanding as of February 28, 2014 (unaudited) are as follows:

Outstanding loan

Current annualized

Name of bank

amount

interest rate

Nature of loans

Term of loans

Collateral

Shanghai Commercial Bank (“SCB”)

US$930,270 (HK$7,219,643)

SCB annual rate of 3%

Term loan

January 30, 2012 to December 31, 2035

Property and personal guarantee from related party and third party

Hang Seng Bank (“HSB”)

US$117,276 (HK$910,153)

HSB monthly rate of 0.38%

Term loan

June 27, 2012 to June 26, 2017

Property and personal guarantee from related party and third party

Hitachi Capital (HK) Ltd (“HC”)

US$29,737 (HK$230,779)

HC annual rate of 2.14% flat

Term loan

January 27, 2014 to January 26, 2016

Personal guarantee from related party and third party

DBS

US$1,181,342 (HK$9,168,157)

DBS annual rate of 2.75%

Term loan

November 12, 2012 to 12 October, 2037

Property and personal guarantee from related party

Bank of East Asia (“BEA”)

US$36,508 (HK$283,333)

BEA monthly rate of 0.6%

Term loan

February 20, 2014 to February 20, 2015

Personal guarantee from related party

2,295,133

The details of the bank loans outstanding as of August 31, 2013 are as follows:

Outstanding loan

Current annualized

Name of bank

amount

interest rate

Nature of loans

Term of loans

Collateral

Shanghai Commercial Bank (“SCB”)

US$943,651 (HK$7,315,652)

SCB annual rate of 3%

Term loan

January 30, 2012 to December 31, 2035

Property and personal guarantee from related party and third party

Hang Seng Bank (“HSB”)

US$136,863 (HK$1,061,028)

HSB monthly rate of 0.38%

Term loan

June 27, 2012 to June 26, 2017

Property and personal guarantee from related party and third party

Hitachi Capital (HK) Ltd (“HC”)

US$5,573 (HK$43,204)

HC annual rate of 6.98%

Term loan

June 29, 2012 to November 25, 2013

Personal guarantee from related party

DBS

US$1,200,698 (HK$9,308,419)

DBS annual rate of 2.75%

Term loan

November 12, 2012 to 12 October, 2037

Property and personal guarantee from related party

2,286,785

F-22

ADGS ADVISORY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

13. BANK LOANS (…../Cont’d)

Interest expenses for the three months ended February 28, 2014 and 2013 are $13,177 and $26,684; six months ended February 28, 2014 and 2013 are $27,840 and $55,944 respectively.

Bank loans repayment schedule is as follows:

	February 28, 2014		August 31, 2013
	(Unaudited)
Year ending August 31,
2014 (Six months)	$	76,531	$	107,548
2015		149,718		114,303
2016		119,244		118,253
2017		85,557		90,382
2018		74,406		79,363
Thereafter		1,789,677		1,776,936
	$	2,295,133	$	2,286,785

The bank loans as outlined in the aforementioned tables are secured by the directors’ and third parties’ properties and personal guarantees.

14. DEFERRED REVENUE

	February 28, 2014		August 31, 2013
	(Unaudited)
Deferred revenue – current portion	$	144,959	$	145,114
Deferred revenue – net of current portion		362,398		435,343
	$	507,357	$	580,457

The Company has an agreement with a third party for consultancy services with a fixed fee and term of four years, renewable upon expiration. Deferred revenue to be recognized in next fiscal year (2014) is classified as current liabilities with the remaining balance classified as a non-current liabilities.

15. CONCENTRATIONS OF RISK

The Group’s credit risk is somewhat limited due to a relatively large customer base. During the three- and six- months ended February 28, 2014 and 2013, the Group had no customer which accounted for 10% or more of total revenue or 10% or more of total accounts receivable at February 28, 2014 or August 31, 2013.

F-23

ADGS ADVISORY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

16. RELATED PARTY TRANSACTIONS

Significant operating expenses arising from transaction with a related company was as follows.

	For the three months ended February 28, 2014		For the three months ended February 28, 2013		For the six months ended February 28, 2014		For the six months ended February 28, 2013
Revenue:-
Accounting & corporate services	$	102,121	$	-	$	176,699	$	-
Multi-disciplinary Advisory		515,542				973,002		-
	$	617,663	$	-	$	1,149,701	$	-
Direct cost of revenue:-
Multi-Disciplinary Advisory	$	28,821	$	-	$	63,426	$	-

These balances primarily represent revenue and direct cost of revenue, which transactions related to the Company’s Chief Operating Officer and related parties for the three and six months ended February 2014 and 2013.

See Notes 7 and 8 for discussion of advances to and from related parties.

F-24

ADGS ADVISORY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

17. COMMITMENTS AND CONTINGENCIES

Commitments and contingencies

(a) In the normal course of business, the Group is subject to contingencies, including legal proceedings and claims arising within the normal course of businesses that relate to a wide range of matters. The Group records accruals for such contingencies based upon the assessment of the probability of occurrence and, where determinable, an estimate of the liability. Management may consider many factors in making these assessments including past history, evidence and the specifics of each matter. The Group has not recognized a provision for claims or contingencies as of February 28, 2014 and August 31, 2013.

(b) Rental expense amounted to $40,772 and $39,483 for the three months ended February 28, 2014 and 2013; $83,315 and $80,463 for the six months ended February 28, 2014 and 2013 respectively. The total future minimum lease payments under non-cancellable operating leases with respect to premises as of February 28, 2014 are payable as follows

Year Ending August 31,	Rental
2014 (Six months)	$	66,191
2015		94,156
2016		-
2017		-
2018		-
Over five years		-
	$	160,347

(c) Deferred revenue amounted to $72,479 and nil for the six months ended February 28, 2014 and 2013 respectively. The total future revenue under non-cancellable agreement with respect to consultancy service income as of February 28, 2014 are receivable as follows:

Year Ending August 31,	Revenue
2014 (Six months)	$	72,480
2015		144,959
2016		144,959
2017		144,959
2018		-
Over five years		-
	$	507,357

Economic and political risks

(d) The major operations of the Group are conducted in Hong Kong, the PRC. Accordingly, the political, economic, and legal environments in Hong Kong, the PRC, as well as the general state of Hong Kong’s economy may influence the business, financial condition, and results of operations of the Company.

Among other risks, the Group’s operations are subject to the risks of restrictions on: changing taxation policies; and political conditions and governmental regulations.

F-25

ADGS ADVISORY, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(IN US DOLLARS)

18. SUBSEQUENT EVENT

On March 19, 2014, the Company issued 1,400,000 shares of common stock to 12 investors for the purchase price of $0.30 per share or $420,000 in the aggregate which shares were issued in reliance upon the exemption from registration pursuant to Section 4(2) of the U.S. Securities Act of 1933, as amended, and Regulation S thereunder. All investors represented and warranted that they were non-U.S. persons with the meaning of Regulation S.

On April 15, 2014, the Company issued 1,290,000 shares of common stock to a director for the purchase price of $0.30 per share or $387,000 in the aggregate which shares were issued in reliance upon the exemption from registration pursuant to Section 4(2) of the U.S. Securities Act of 1933, as amended, and Regulation S thereunder. Such investor represented and warranted that he was a non-U.S. person with the meaning of Regulation S.

F-26

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following should be read in conjunction with the consolidated financial statements of the Company included elsewhere herein. All amounts are in U.S. Dollars unless other noted.

Forward-Looking Statements

This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Company Overview

Unless the context otherwise requires, the “Company,” “we,” “us,” and “our” refer to the combined business of ADGS Advisory, Inc., formerly known as Life Nutrition Products, Inc., a Delaware corporation, and its direct and indirect wholly-owned subsidiaries, Almonds Kisses Limited (BVI), a British Virgin Islands company, ADGS Advisory Limited, a Hong Kong corporation, Vantage Advisory Limited, a Hong Kong corporation, Motion Tech Development Limited, a British Virgin Islands company, and TH Strategic Management Limited, a Hong Kong corporation, as well as ADGS Tax Advisory Limited, a Hong Kong corporation which is an 80% owned subsidiary, and Dynamic Golden Limited, a Hong Kong corporation which until November 19, 2013 was 30% owned by ADGS Tax Advisory Limited and has since been 30% owned by Almonds Kisses Limited (BVI). Pursuant to a Certificate of Amendment to the its Certificate of Incorporation filed with the State of Delaware and effective as of July 19, 2013, the Company changed its corporate name from “Life Nutrition Products, Inc.” to “ADGS Advisory, Inc.”.

We are primarily engaged in providing accounting, taxation, company secretarial, general corporate and consultancy services in Hong Kong.

On April 12, 2013, we acquired 100% of the issued and outstanding capital stock of Almonds Kisses Limited (BVI) (“Almonds Kisses BVI”) in exchange for 20,155,000 shares of our common stock, representing in the aggregate approximately 80.1% of our issued and outstanding shares of common stock.

Almonds Kisses BVI was incorporated on March 1, 2011 as a limited liability company in the British Virgin Islands. ADGS Advisory Limited (“ADGS Hong Kong”) is a Hong Kong corporation which was incorporated on April 28, 2011 and had been wholly owned by the same group of shareholders until being acquired by Almonds Kisses BVI pursuant to a reorganization completed in 2012 to prepare for the Transaction. Vantage Advisory Limited is a Hong Kong corporation which was incorporated on March 6, 2008 which has been wholly owned by Almonds Kisses BVI since January 2013. Motion Tech is a British Virgin Islands company which was incorporated on October 7, 2007 and has been wholly owned by Almonds Kisses BVI since August 2013. Motion Tech is a property holding company which owns a residential property. TH Strategic Management Limited is a Hong Kong corporation which was incorporated on March 16, 2010 which has also been wholly owned by Almonds Kisses BVI since October 2013. ADGS Hong Kong owns 80% of ADGS Tax Advisory Limited (“ADGS Tax”) which is a Hong Kong incorporated holding company. Dynamic Golden Limited which is also a Hong Kong incorporated company, which was 30% owned by ADGS Tax until November 19, 2013 and has since been 30% owned by Almonds Kisses BVI, owns an investment in residential real property located in Tuen Mun, New Territories, Hong Kong.

~~The chart~~QUALITY ~~below~~ONLINE ~~presents~~EDUCATION ~~our~~GROUP ~~corporate structure as of the date of this report:~~INC.

~~ADGS Advisory,~~UNAUDITED ~~Inc.~~CONSOLIDATED STATEMENT OF BALANCE SHEET

~~(formerly Life~~AS ~~Nutrition~~OF ~~Products,~~NOV ~~Inc.)~~30, 2022

a Delaware corporation


	UNAUDITED			AUDITED
	30-Nov-22			31-Aug-22
	US$			US$
Current Assets:
Cash		106,457			179,895
Account receivables		6,495			41,006
Other receivables		3,998			-
Prepayments and other current assets		9,821			-
Total current assets		126,771			220,901

Intangible assets		759,266			759,266
Property, plant and equipment, net		3,213			3,593
Total Assets		889,250			983,760

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts Payable		162,686			182,096
Receipt in advance		1,806,660			1,400,427
Third party loan payable		63,090			20,194
Assets acquisition payable		111,045			114,408
Due to related party		197,926			140,764
Accrued liabilities and other payable		108,222			16,460
Total current liabilities		2,449,629			1,874,349

Long-term loan
Long-term accounts payable		88,836			91,526
Total liabilities		2,538,465			1,965,875

Total Equity:
Share capital
Preferred shares, $0.0001 par value Issued and outstanding shares - 1,000,000		100			100
Common shares, $0.0001 par value Issued and outstanding shares - 1,751,403,669		171,119			170,969
Exchangeable shares, $0.0001 par value Issued and outstanding shares - 1,207,885,627		120,789			120,789
Additional paid in capital		7,652,022			7,622,202
Retained Earnings		(9,604,761	)		(8,888,264	)
Accumulated other comprehensive loss		11,516			(7,911	)
Total stockholders’ equity		(1,649,215	)		(982,115	)

Total liabilities and stockholders’ equity		889,250			983,760

~~ê 100%~~The accompany notes are an integral part of these consolidated financial statements

Almonds Kisses Limited (BVI),

a British Virgin Islands company

ê 100%	ê 100%	ê 100%	ê 100%	ê 30%
ADGS Advisory Limited	Vantage Advisory Limited,	TH Strategic Management Limited,	Motion Tech Development	Dynamic Golden Limited,
a Hong Kong corporation	a Hong Kong corporation	a Hong Kong corporation	Limited, a British Virgin Islands	a Hong Kong
	corporation		company
ê 80%
ADGS Tax Advisory Limited
a Hong Kong corporation

Critical Accounting Policies

While our significant accounting policies are more fully described in Note 2 to our financial statements, we believe the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

Basis of presentation

The accompanying interim consolidated financial statements are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures for a fair presentation of these interim consolidated financial statements have been included. The results reported in the consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying footnotes of the Company for the year ended August 31, 2013, as filed in Form 10-K with the Securities and Exchange Commission on December 24, 2013.

The unaudited condensed consolidated financial statements include all accounts of the Company and its subsidiaries as disclosed in note 1. All material inter-company balances and transactions have been eliminated.

Certain reclassifications have been made to the comparative period amounts to conform with that of the current period.

Going concern

The accompanying consolidated financial statements are presented on a going concern basis. Although the Company has a working capital surplus of $255,542 at February 28, 2014, management plans to continue its efforts to raise funds through debt or equity in the near future and increase its profitability to sustain its operations.

Revenue recognition

The Company generates revenue primarily from providing accounting, taxation, company secretarial, consultancy services, consultancy service for slope inspection and rental income.

~~In fixed-fee~~QUALITY ~~billing~~ONLINE ~~arrangements,~~EDUCATION ~~the~~GROUP ~~Company agrees to a pre-established fee in exchange for a pre-determined set of professional services~~INC. Generally, the client agrees to pay a fixed-fee in monthly installments over the specified contract term. These contracts are for varying periods and generally permit the client to cancel the contract before the end of the term.

~~(ii) Consultancy~~UNAUDITED ~~service~~CONSOLIDATED ~~for~~STATEMENT ~~slope~~OF ~~inspection~~INCOME ~~represents~~AND ~~under~~COMPREHENSIVE ~~fixed price contract is recognized when the related services are provided and when the collection is probable, the price is fixed or determinable and collectability is reasonably assured.~~INCOME

~~(iii) Rental~~FOR ~~income~~QUARTER ~~from~~ENDED ~~operating~~NOV ~~leases~~30, is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-line basis over the lease term.2022

(iv) The Company recognizes the management fee income when service is provided. Services include providing administration support service or accounting service to companies.


	UNAUDITED			UNAUDITED
	Three Months Ended
	30-Nov-22			30-Nov-21
	US$			US$
Revenues		653,924			212,517
Total Revenues		653,924			212,517
Cost of Revenue		204,958			101,248
Total Cost of Revenues		204,958			101,248
Gross Profit (Loss)		448,966			111,269

Operating expenses:
Advertising & Marketing		11,338			29,703
Depreciation		379			1,191
Commission		185,086			-
Business consulting		834,457			1,806,984
Legal & Professional fees		50,143			36,824
General & Administrative expenses		39,360			18,653
Payroll & Benefits		44,700			20,289
Total operating expenses		1,165,463			1,913,644
Income from Operations		(716,497	)		(1,802,375	)

Income before income taxes		(716,497	)		(1,802,375	)

Provision for income taxes		-			-
Net Income (loss)		(716,497	)		(1,802,375	)
Foreign currency translation adjustment		-			-
Comprehensive income		(716,497	)		(1,802,375	)

Earning/(loss) per share - Basic		0.00			0.00
Earning/(loss) per share - Diluted		0.00			0.00

~~Purchased intangible~~The ~~assets~~accompany ~~and~~notes ~~goodwill~~are an integral part of these consolidated financial statements

The Company assesses the useful lives and possible impairment of existing recognized intangible assets when an event occurs that may trigger such a review. Factors considered important which could trigger a review include:

- significant underperformance relative to historical or projected future operating results;

- significant changes in the manner of use of the acquired assets or the strategy for our overall business;

- identification of other impaired assets within a reporting unit;

- disposition of a significant portion of an operating segment;

- significant negative industry or economic trends;

The intangible assets are amortized using the straight line method over a period of 10 years.

Income taxes

The Company accounts for income taxes under FASB ASC Topic 740 “Income Taxes”. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be effective when the differences are expected to reverse.

Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of income in the period that includes the enactment date.

The Company records uncertain tax positions when it is more likely than not that the tax positions will not be sustained upon examination by the respective tax authority.

The Company recognizes interest and penalty related to income tax matters as income tax expense. For the six months ended February 28, 2014 and 2013, there was no penalty or interest recognized as income tax expenses.

Economic and political risks

The major operations of the Company are conducted in Hong Kong, the PRC. Accordingly, the political, economic, and legal environments in Hong Kong, the PRC, as well as the general state of Hong Kong’s economy may influence the business, financial condition, and results of operations of the Company.

Among other risks, the Company’s operations are subject to the risks of restrictions on: changing taxation policies; and political conditions and governmental regulations.

~~Recently~~QUALITY ~~issued~~ONLINE ~~accounting~~EDUCATION ~~standards~~GROUP ~~not~~INC. ~~yet adopted~~

~~The~~UNAUDITED ~~Company~~CONSOLIDATED ~~has~~STATEMENTS ~~reviewed~~OF ~~all~~CHANGES ~~recently~~IN ~~issued,~~STOCKHOLDERS’ ~~but~~EQUITY ~~not effective, accounting pronouncements and does not believe the future adoption of any such pronouncements will cause a material impact on its financial condition or the result of its operation.~~

~~Trends~~FOR ~~and~~QUARTER ~~Uncertainties~~ENDED NOV 30, 2022

Insofar that our revenues are mainly derived from providing professional services to our clients under fixed-fee billing arrangements, the number of clients we have at any given time and the fees billed are the Company’s key uncertainties. The recent growth in revenues was primarily due to the acquisition of customer lists and client bases in 2011 and, therefore, we cannot be certain that this growth represents a trend which will continue although we have recently made acquisitions and we plan to make additional acquisitions in the upcoming years and we are regularly exploring such opportunities which may benefit our business and increase our revenues. In the future, we expect that we will seek to purchase other customer lists and client bases as part of our overall growth strategy, although there can be no assurance that we will be able to do any of the foregoing on terms which will be acceptable to us.



	Preferred Stock				Exchangeable Shares				Common Stock				Additional					Foreign currency
	Shares (‘000)		Amount $		Shares (‘000)		Amount $		Shares (‘000)		Amount $		Paid in Capital		Retained Earnings			translation gain			Total
Balance at AUG 31, 2021		1,000		100		1,174,848		117,485		1,654,508		161,530	$	5,442,572	$	(6,146,744	)	$	(4,028	)	$	(429,085	)
Effect on VIE termination																1,048,891			(98,326	)		950,565
Shares issuance										73,587		7,359										7,359
Capital in excess of par value														1,464,376								1,464,376
Net loss for the period																(1,802,375	)					(1,802,375	)
Foreign currency translation gain		-		-		-		-		-		-		-		-			8,849			8,849
Balance at NOV 30, 2021		1,000		100		1,174,848		117,485		1,728,095		168,889	$	6,906,948	$	(6,900,228	)	$	(93,505	)	$	199,689

Balance at AUG 31, 2022		1,000		100		1,207,885		120,789		1,749,903		170,969	$	7,622,202	$	(8,888,264	)	$	(7,911	)	$	(982,115	)
Shares issuance										1,500		150										150
Capital in excess of par value														29,820								29,820
Net loss for the period																(716,497	)					(716,497	)
Foreign currency translation gain		-		-		-		-		-		-		-		-			19,427			19,427
Balance at NOV 30, 2022		1,000		100		1,207,885		120,789		1,751,403		171,119	$	7,652,022	$	(9,604,761	)	$	11,516		$	(1,649,215	)

~~Other~~The ~~key~~accompanying ~~uncertainties~~notes include our high leverage and highly variable interest expense. To date, we have significantly relied upon debt financings to fund our operations. At February 28, 2014 (unaudited) and August 31, 2013 (audited), we had outstanding bank loans (excluding bank overdrafts) in the principal amount of $2,295,133 and $2,286,785, respectively. We also had bank overdrafts of $777,837 as of February 28, 2014 compared with $744,077 as of August 31, 2013. Interest expense from bank loans and overdrafts (excluding capital lease interest) for the six months ended February 28, 2014 was $52,895 and for the six months ended February 28, 2013 was $61,879. Such loans are ~~primarily term~~an ~~loans~~integral ~~with~~part ~~maturity dates ranging from February 2014 to October 2037. Approximately $0.5 million~~ of the bank loans are to be repaid over the next five years. While we have begun to achieve profitable operations during fiscal 2013, there can be no assurance that such profitability will continue or that revenues from our operations will be able to service these ~~debt~~consolidated ~~obligations.~~financial ~~See “Risk Factors” elsewhere in this report for further discussion of these uncertainties and others.~~statements

In addition to the foregoing, as of February 28, 2014, advances to a related party total $31,050. The advances to the related party represent unsecured, non-interesting bearing loans without fixed repayment terms. Although most of such advances have been repaid to the Company, such advances may have detrimentally affected our ability to do business insofar that such advances represented a major portion of the Company’s available cash. These advances were provided as a special accommodation to such related party whose personal properties were provided as collateral for bank loans obtained by the Company. Although there is no binding obligation on the part of the shareholder to repay such loans, such shareholder previously informally agreed to repay such amounts on or before November 1, 2013 but has since revised such date to May 31, 2014. The foregoing represents another key uncertainty since no assurance can be made that such advances will be repaid on or before May 31, 2014 or at all. In addition, although such advances are no longer being made to such shareholder, such advances have not generated income to the Company and may have detrimentally affected our ability to grow the business for the benefit of all of the shareholders.

Principal Components of Our Income Statement

Revenue

Our revenue is derived from providing professional services to our clients under fixed-fee billing arrangements. The most significant factors that affect our revenue are number of clients and our fees billed. In fixed-fee billing arrangements, we agree to a pre-established fee in exchange for a pre-determined set of professional services. Generally, our client agrees to pay a fixed-fee every month over the specified contract term. These contracts are for varying periods and generally permit the client to cancel the contract before the end of the term.

~~Operating~~QUALITY ~~expenses~~ONLINE EDUCATION GROUP INC.

~~Our~~UNAUDITED ~~operating~~CONSOLIDATED ~~expenses~~STATEMENT ~~consist~~OF ofCASH ~~direct cost of revenue, general and administrative expenses.~~FLOW

~~Direct~~FOR ~~cost~~QUARTER ofENDED ~~revenue~~NOV 30, 2022

Our direct cost of revenue primarily consists of commission paid, consultant fees, legal and professional fees, management fees, salaries, secretarial fees and sub-contractor fees.


	UNAUDITED			UNAUDITED
	Three Months Ended
	30-Nov-22			30-Nov-21
	US$			US$
Cash flows from operating activities:
Net Loss		(716,497	)		(1,802,375	)

Net income from continuing operations
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		380			1,552
Stock-based compensation		-			1,471,735
Accounts receivable & other receivable		36,637			(192,756	)
Prepayments and other assets		(9,821	)		9,817
Accounts payables		(28,224	)		275,107
Accrued expenses and other liabilities		91,762			20,513
Advanced from customers		406,233			244,371
Net cash provided by (used in) operating activities		(219,530	)		27,964

Cash flows from investing activities:
Additions to property, plant and equipment		-			-
Additions to intangible assets		-			-
Net cash provided (used in) investing activities		-			-

Cash flows from financing activities:
Due to related party		57,162			14,021
Proceeds from third party loan		39,533			(2,279	)
Share subscriptions		29,970			-
Net cash provided (used in) financing activities		126,665			11,742

Effect of exchange rate changes on cash		19,427			8,849

Net increase in cash		(73,438	)		48,555

Cash, beginning of period		179,895			39,128

Cash, end of period		106,457			87,683

~~General~~The accompany notes ~~and~~are ~~administrative~~an ~~expenses~~integral part of these consolidated financial statements

Our general and administrative expenses include advertising and exhibitions, computer fee, depreciation of property and equipment, motor vehicles, rent, rates and building management fee and other miscellaneous expenses related to our administrative activities.

Our operating expenses are positively correlated to our revenue, with the anticipated expansion of our Company, we anticipate the absolute dollars of the operating expenses will increase accordingly.

Other comprehensive income

Other comprehensive income reflects foreign currency translation adjustment according to our accounting policies.

For the Three Months Ended February 28, 2014 and February 28, 2013 and For the Six Months Ended February 28, 2014 and February 28, 2013 (unaudited)

The following table presents the consolidated statements of operations of the Company for the three months ended February 28, 2014 as compared to the results of operations for the three months ended February 28, 2013 and for the six months ended February 28, 2014 as compared to the results of operations for the six months ended February 28, 2013.

	For the Three Months Ended February 28,						For the Six Months Ended February 28,
	2014 (unaudited)			2013 (unaudited)			2014 (unaudited)			2013 (unaudited)
				(A)						(A)
Revenue	$	1,441,268		$	1,296,035		$	2,601,278		$	1,905,634
Less: Operating expenses
Direct cost of revenue		(586,401	)		(603,608	)		(1,131,827	)		(967,039	)
General and administrative expenses		(388,920	)		(275,946	)		(601,734	)		(486,355	)
Operating profit		465,947			416,481			867,717			452,240
Other income		327			-			1,869			-
Other expenses		(26,913	)		(33,348	)		(55,197	)		(62,775	)
Net profit		439,361			383,133			814,389			389,465
Income tax expenses		(71,631	)		(42,988	)		(84,980	)		(42,988	)
Other comprehensive income/(loss)		(4,652	)		(67	)		1,270			(115	)
Total comprehensive income		363,078			340,078			730,679			346,362
Comprehensive loss attributable to non-controlling interests		5,160			5,674			10,934			11,345
Comprehensive income attributable to ADGS Advisory, Inc.	$	368,238		$	345,752		$	741,613		$	357,707

(A) Represents the consolidated statement of comprehensive income of Almonds Kisses Limited and subsidiaries (the “Accounting Acquirer”)

~~Revenue~~QUALITY ONLINE EDUCATION GROUP INC.

~~For~~NOTES ~~the~~TO ~~Six~~CONSOLIDATED ~~Months~~FINANCIAL ~~Ended February 28, 2014 and February 28, 2013~~STATEMENTS

~~Our~~FOR ~~business~~QUARTER ~~for~~ENDED ~~the~~NOVEMBER ~~six months ended February 28~~30, 2014 expanded rapidly. We recorded revenue of $2.6 million for the six months ended February 28, 2014, representing an increase of $0.7 million as compared to the results of $1.9 million for the same period ended February 28, 2013. The increase was primarily due to the increase of revenue stream in corporate restructuring, insolvency services and multi-disciplinary advisory services and a steady growth in accounting and corporate services.2022

~~For~~NOTE ~~the~~1 ~~Three~~NATURE ~~Months~~OF ~~Ended February 28, 2014 and February 28, 2013~~BUSINESS

WeQuality ~~recorded~~Online ~~revenue~~Education ofGroup $1Inc.4 (QOEG) is a ~~million~~leading ~~for~~E-learning ~~the~~company ~~three~~which ~~months~~provides ~~ended~~comprehensive ~~February~~online ~~28,~~lessons to ~~2014,~~students ~~representing~~in andifferent ~~increase~~parts of $0the world.1 ~~million~~It aslocates in Toronto of Canada and ~~compared~~has toone wholly ~~$1.3~~owned ~~million~~subsidiary ~~for~~company: ~~the~~Golden ~~same~~Bridge ~~period~~Human ~~ended~~Resources Consulting ~~February~~Inc., 28an Ontario, ~~2013~~Canada, based company provides tutoring services and courseware development services.

~~General~~We are the pioneer and leader ~~administrative~~of ~~expenses~~providing real-time online small group classes. We deliver quality education to students and noticeable results from our passionate teachers and teaching assistants. With our Artificial Intelligent system, we combined Education and Entertainment (Edu-tertainment) in part of the learning. It is our mission to develop confidence in our students so they can reach their goals with happiness and efficiency! The main business scope of the Group includes K12 English Online education services, courseware development and Education-technology platform development.

	For the Three Months Ended February 28,						%			For the Six Months Ended February 28,						%
	2014			2013			change			2014			2013			change
Revenue	$	1,441,268		$	1,296,035			+11	%	$	2,601,278		$	1,905,634			+37	%
Less: Operating expenses
Direct cost of revenue		(586,401	)		(603,508	)		-3	%		(1,131,827	)		(967,039	)		+17	%
General and administrative expenses		(388,920	)		(275,946	)		+41	%		(601,734	)		(486,355	)		+24	%
Operating profit	$	465,947		$	416,481			+12	%	$	867,717		$	452,240			+92	%

NOTE 2 GOING CONCERN

The ~~significant~~Company’s ~~increase~~ability into ~~general~~continue ~~and~~operating ~~administrative~~as ~~expenses~~a “going concern” is ~~mainly~~dependent ~~caused~~on byits ~~the~~ability to increase ofrevenues ~~revenue~~and raise ~~stream~~sufficient inadditional ~~our~~working ~~services~~capital. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements have been prepared on a going concern basis, which contemplates realization of assets and ~~led~~liquidation of liabilities in the ordinary course of business. The Company plans to ~~more~~raise ~~general~~additional capital as needed. There can be no assurance that this capital will be available and ~~administrative~~if ~~expenses~~is ~~incurred~~not, the Company may be forced to substantially curtail or cease operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Other~~NOTE ~~expense~~3 SIGNIFICANT ACCOUNTING POLICIES

~~Other~~Principles ~~expense represents the interest expense for the bank loans, bank overdrafts, capital lease and others~~ of $26,913 for the three months ended February 28, 2014 and $55,197 for the six months ended February 28, 2014 and $33,348 for the three months ended February 28, 2013 and $62,775 for the six months ended February 28, 2013.Consolidation:

~~Other~~The ~~comprehensive~~consolidated ~~income/~~financial statements include the accounts of QOEG and its subsidiaries and have been prepared in accordance with generally accepted accounting principles (~~loss~~“GAAP”). All material inter-company accounts and transactions have been eliminated in consolidation.

~~Other~~Use ~~comprehensive income/(loss) represents the foreign currency translation adjustment~~ of $4,652 loss for the three months ended February 28, 2014 and $1,270 for the six months ended February 28, 2014 and $67 loss for the three months ended February 28, 2013 and $115 loss for the six months ended February 28, 2013.Estimates:

~~Liquidity~~The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and ~~Capital~~assumptions ~~Resources~~that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

~~As of~~Financial ~~February 28, 2014, we had cash on hand of $1,112,662, which represented an increase of $948,348 from $164,314 as of August 31, 2013,~~Statements ~~total~~in ~~current assets of $1,923,167, and total current liabilities of $1,667,625~~U. ~~Working capital at February 28, 2014 was $255,542 and the ratio of current assets to current liabilities was 1~~S.15 ~~to 1 as of February 28, 2014.~~dollars:

AsThe ofreporting ~~February~~currency ~~28,~~of ~~2014~~the weCompany ~~had~~is ~~long~~the ~~term~~U.S. ~~debt~~dollar of(“dollar”). ~~$3,419,134,~~The ~~which~~dollar ~~represented~~is anthe ~~decrease~~functional ofcurrency ~~$34,478 from $3,453,612 as~~ of ~~August~~the ~~31, 2013;~~Company ~~total~~and ~~assets~~the ofCompany’s ~~$5,738,590~~U.S. assubsidiary. ofThe ~~February~~financial ~~28,~~statements ~~2014 representing an increase~~ of ~~$972,713~~the ~~from~~non-US ~~$4,765,877~~subsidiaries asare oftranslated ~~August~~to ~~31, 2013~~U.S. ~~The~~dollars ~~ratio~~using ofthe ~~long~~methods ~~term~~mandated ~~debts~~by toASC ~~total assets was 0~~830.~~6 to 1 as of February 28, 2014.~~

~~These~~Cash conditions raise doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ~~ultimately~~Cash to attain profitability. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. Our management plans to continue its efforts to raise funds through debt or equity, improve its profitability in the near future to sustain its operations.Equivalents:

The Company considers all highly liquid investments originally purchased with maturities of three months or less to be cash equivalents. These financial statements have not been subjected to an audit or review or compilation engagement, and no assurance is provided on them.

Revenue Recognition:

The Company recognizes revenues when persuasive evidence of an arrangement exists, delivery has occurred or services rendered, the sales price of fee is fixed or determinable, and its collectability is reasonably assured.

~~The~~Stock ~~following~~based ~~is a summary of cash provided by or used in each of the indicated type of activities during the six months ended February 28, 2014 and February 28, 2013, respectively~~compensation:

	For the Six Months Ended February 28,
Cash provided by/(used in):	2014 (unaudited)			2013 (unaudited)
Operating activities	$	983,040		$	453,694
Investing activities		(609,775	)		(133,366	)
Financing activities		757,490			(104,018	)
Effect of change of exchange rates		(407	)		5
Cash, beginning of period		164,314			129,001
Cash, end of period	$	1,112,662		$	345,316

The Company records stock-based compensation in accordance with the ASC 718 “Shares-Based Compensation” FASB Accounting Standards Classification using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

~~Net~~Foreign cash provided by operating activities was $983,040 for the six months ended February 28, 2014, as compared to net cash provided by operating activities of $453,694 for same period ended February 28, 2013. The increase was mainly due to a net profit of $740,343, plus other receivables of $93,945, prepaid expenses of $64,051 and income tax payable of $110,440, offset by accounts receivable of $(49,038), utility and other deposits of $(32,315), accrued liabilities of $(20,677), and accrued expenses for the Company and deferred revenue of $(72,534) due to the recognition of consultancy services provided to a third party with a fixed fee and term of four years.Currency:

~~Net~~The ~~cash~~Company ~~used~~translates inthe ~~investing~~financial ~~activities~~statements ~~was~~of ~~$(609,775)~~our ~~for~~foreign subsidiaries from the ~~six~~local ~~months~~(functional) ~~ended~~currencies ~~February~~to ~~28,~~U.S. ~~2014,~~dollars. The asrates ~~compared~~of toexchange ~~net~~at ~~cash~~each ~~used~~fiscal inyear ~~investing activities~~end ofare ~~$(133,366)~~used for translating the ~~six~~assets ~~months~~and ~~ended~~liabilities ~~February~~and ~~28,~~the ~~2013.~~average ~~The~~monthly ~~increase~~rates of ~~was~~exchange ~~mainly~~for ~~due~~each toyear are used for the ~~acquisition~~consolidated statements of aoperations ~~subsidiary,~~and comprehensive loss. Gains or losses resulting THfrom ~~Strategic~~the ~~Management~~translation ~~Limited,~~of ~~which~~the ~~amounted~~foreign tosubsidiaries’ ~~$475,605~~financial ~~paid~~statements ~~during~~are included in the ~~six~~accompany ~~months~~consolidated ~~ended~~balance sheets ~~February~~as ~~28,~~a ~~2014~~separate component of stockholder’s equity.

~~Net~~NOTE ~~cash~~4: ~~provided~~STOCKHOLDERS’ byEQUITY ~~financing~~COMMON activities was $757,490 for the six months ended February 28, 2014, as compared to net cash used in financing activities of $104,018 for the six months ended February 28, 2013. The increase was primarily caused by repayment to the Company of advances made and expenses paid on behalf of a related party of $387,159, receipt of $154,988 for future share issuances, and increase in bank loans and bank overdraft of $86,132 and $34,582, respectively. The advances to shareholder represented unsecured, non-interesting bearing loans without fixed repayment terms. Although there is no binding obligation on the part of the shareholder to repay such loans, such shareholder previously informally agreed to repay such amounts on or before November 1, 2013 but has since revised such date to May 31, 2014.STOCK

~~The~~After ~~Company~~the acquisition and merger on Aug 31,2020, the management had ~~bank~~canceled ~~loans~~the ~~with~~original ~~outstanding~~common ~~principal~~stock of $2the Company and authorized new share capital.3 ~~million~~It consists of 50,000,000 shares of common stock of which 39,129,789 shares were outstanding as of ~~February~~Aug 2831, ~~2014~~2020 and 3,581,517 were free trading. ~~Summary~~On October 7, 2020, the Company announced to increase the number of ~~total~~authorized ~~bank~~common ~~loans~~shares isto 5,000,000,000, up to 3 billion of which will be reserved in order to enact the Merger Agreement. The remainder of the increase will be reserved to fund potential new product line development, market expansion, and any further mergers and acquisitions as ~~follows:~~such opportunities arise. At the same time, an exchangeable shares structure will be used to finalize the current acquisition of QOEG.

Nature of loans	Terms of loans	Outstanding loan amount		Current annualized interest rate	Collateral
Term loan	Ranging from 1 year to 25 years	$	2,295,133	Ranging from annual rate from 0.38% to 6.98%	Property and personal guarantee from related party and third party
		$	2,295,133

Pursuant to the Share Exchange Agreement dated Aug 31, 2020, ADGS Advisory, Inc. (previous name before name change in May 2021) and QOEG started to exchange shares. As of Nov 30, 2022, there were 1,207,885,627 QOEG exchangeable shares that have not been exchanged to QOEG common shares. QOEG has 5,000,000,000 common shares and 20,000,000 preferred shares authorized. Among those shares, 1,751,403,669 QOEG common shares and 1,000,000 QOEG preferred shares were issued and outstanding.

~~The~~NOTE ~~valuations~~5: ~~for~~INCOME ~~the above collaterals on August 15, 2013 were approximately $3.7m while the total outstanding loan amount was approximately $2.3m.~~TAXES

The net operating loss carryovers may be subject to limitation under Internal Revenue Code due to significant changes in the Company’s ownership. The Company has provided a full valuation allowance against the full amount of the net operating loss benefit, since, in the opinion of management, based upon the earnings history of the Company it is more likely than not that the benefit will not be realized.

NOTE 6: LOAN FROM SHAREHOLDERS

In support of the Company’s efforts and cash requirements, it may rely on advances from shareholders until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note. The loans are payable on demand, unsecured and bears no interest.

NOTE 7: COMMITMENTS AND CONTINGENCIES

The Company has entered into a service contract with Tianjin Zhipin Education Technology Co., Ltd as one of the outsourcing vendors on global online market research, education consulting and information technology consulting service in September 2021 for three years. The Company is not aware of any litigation incidental to the conduct of our business as of Nov 30, 2022.

~~The~~ITEM ~~Company had assets held under capital leases, which represent leases of motor vehicle~~2. ~~The~~MANAGEMENTS ~~cost~~DISCUSSION ofAND ~~motor~~ANALYSIS ~~vehicle~~OF ~~under~~FINANCIAL ~~capital~~CONDITION ~~lease was~~AND ~~$105,646~~RESULTS atOF ~~February 28, 2014. The future minimum lease payments required under the capital leases and the present value of the net minimum lease payments as of February 28, 2014 are as follows:~~OPERATIONS

	Amount
Year ending August 31,
2014 (Six months)	$	13,658
2015		27,316
2016		27,316
2017		27,316
2018		10,745
Thereafter		-
Total minimum lease payment	$	106,351
Less: Imputed interest		(6,136	)
Present value of net minimum lease payments	$	100,215
Less: Current maturities of capital leases obligations		(12,004	)
Long-term capital leases obligations	$	88,211

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with financial statements of Quality Online Education Group Inc. (ticker symbol: QOEG) for the quarters ended November 30, 2022 and 2021.

~~Material~~Safe ~~capital~~Harbor ~~expenditure~~for ~~commitments~~Forward-Looking Statements

WeCertain ~~anticipate~~statements ~~that~~included wein ~~will~~this ~~require~~MD&A aconstitute ~~high~~forward-looking ~~level~~statements, ofincluding ~~capital~~those ~~expenditure~~identified inby the ~~foreseeable~~expressions ~~future~~anticipate, believe, toplan, ~~fund~~estimate, ~~our~~expect, ~~future~~intend, ~~growth.~~and Wesimilar ~~intend~~expressions to the extent they relate to Quality Online Education Group Inc. (ticker ~~fund~~symbol: ~~our~~QOEG) ~~capital~~or ~~expenditures~~its ~~and~~management. ~~future~~These ~~acquisitions~~forward-looking ~~out~~statements ofare ~~internal~~not ~~sources~~facts, ofpromises, ~~liquidity~~or ~~and/~~guarantees; rather, they reflect current expectations regarding future results or ~~through~~events. ~~access~~These forward-looking statements are subject to ~~additional~~risks ~~financing~~and uncertainties that could cause actual results, activities, performance, or events to differ materially from ~~external~~current ~~sources~~expectations. ~~Currently~~These include risks related to revenue growth, operating results, industry, products, and litigation, as well as the ~~Company~~matters ~~has~~discussed in QOEG’s MD&A under Risk Factors. Readers should not ~~entered~~place ~~into~~undue reliance on any ~~agreements~~such ~~for~~forward-looking statements. QOEG disclaims any ~~potential~~obligation ~~acquisitions.~~to Aspublicly aupdate ~~result,~~or ~~there~~to ~~are~~revise noany ~~material~~such ~~capital~~statements ~~expenditure~~to ~~commitments~~reflect asany ofchange ~~February~~in 28the Company’s expectations or in events, ~~2014~~conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

~~Contractual~~The ~~Obligations~~following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report.

~~The~~Liquidity, ~~following~~Capital ~~table~~Resources ~~sets~~and ~~forth~~Plan ~~information regarding the Company’s contractual payment obligations excluding the bank overdrafts~~ of ~~$0.8 million as of February 28, 2014.~~Operations

			Payment due by period
Contractual obligations	Total		< 1 year		1 - 3 years		3 - 5 years		> 5 years
Borrowing:
- Capital lease	$	106,351	$	13,658	$	54,632	$	38,0561	$	-
Bank loan		2,295,133		76,531		268,962		159,963		1,789,677
- Loan from a related party		749,923		-		-		749,923		-
Operating lease obligation:
- Office rental		160,347		66,191		94,156		-		-
	$	3,311,750	$	156,380	$	417,750	$	947,943	$	1,789,677

Going Concern

~~Off-Balance~~Our financial statements appearing elsewhere in ~~Sheet~~this ~~Arrangement~~offering circular have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s ability to continue as a going concern is contingent upon its ability to raise additional capital as required. For the quarter ended November 30, 2022, the Company incurred net losses of ($716,497). Initially, we intend to finance our operations through equity financings.

~~There are~~Our noauditors ~~off-balance~~have ~~sheet~~indicated ~~arrangements~~that ~~between~~these usconditions ~~and~~raise ~~any~~substantial doubt ~~other~~about ~~entity~~the ~~that~~Company’s ~~have,~~ability orto ~~are~~continue ~~reasonably~~as ~~likely~~a togoing ~~have,~~concern. aThese ~~current~~financial orstatements ~~future effect~~do onnot ~~our~~include ~~financial~~any ~~condition,~~adjustments ~~revenues~~relating to orthe ~~expenses,~~recoverability ~~results~~and classification of ~~operations,~~recorded ~~liquidity,~~asset ~~capital~~amounts ~~expenditures~~ or ~~capital~~amounts ~~resources~~ and classification of liabilities that ismight ~~material~~result tofrom this ~~shareholders~~uncertainty.

There are no external sources of liquidity.

Financings and Securities Offerings

Investing Activities.

Since inception, our principal sources of operating funds have been proceeds from equity financing including the sale of our Common Stock to initial investors known to management and principal shareholders of the Company. We do not expect that our current cash on hand will fund our existing operations. We will need to raise additional capital in order execute our business plan and growth goals for at least the next twelve-month period thereafter. If the Company is unable to raise sufficient additional funds, it will have to execute a slower than planned growth path, reduce overhead and scale back its business plan until sufficient additional capital is raised to support further operational expansion and growth. There can be no assurance that such a plan will be successful.

WeBusiness have not entered into any financial guarantees or commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us.Strategy

WeQuality ~~may~~Online beEducation ~~exposed~~Group tohas ~~interest~~founded ~~rate~~in ~~risk~~Aug 2018 in ~~relation~~Ontario toCanada ~~the~~with ~~bank~~a ~~loans~~global ~~we maintain~~reach. ~~The~~We ~~interest~~provide ~~rate~~comprehensive ~~risk~~online isEnglish ~~managed by the Directors of~~lessons ~~the~~to ~~Company~~students onaround ~~an ongoing basis with~~ the ~~primary~~world. ~~objective~~English ofeducation ~~limiting~~resource ~~the~~is ~~extent~~unbalanced tobetween ~~which interest expense could be affected by adverse movement in interest rates~~areas. ATo ~~100~~address ~~basis~~this ~~point~~unmet ~~increase~~need, orwe ~~decrease~~have isdeveloped ~~used~~online and ~~when~~mobile ~~reporting~~education ~~interest~~platforms, ~~rate~~customized ~~risk~~the ~~internally~~content ~~to key management personnel~~ and ~~represents~~optimized ~~management’s assessment of~~ the ~~reasonably~~marketing ~~possible~~method ~~change~~to inprovide ~~interest~~high ~~rates.~~quality Ifyet ~~interest~~affordable ~~rates had been~~products ~~100~~that ~~basis~~enable ~~points~~students ~~higher/lower~~around ~~and~~the ~~all~~world ~~other~~to ~~variables~~take ~~were~~live ~~held~~online ~~constant,~~English ~~the~~lessons ~~Company’s~~with ~~post~~native English-~~tax~~speaking ~~profit~~teachers. ~~for~~We ~~the~~connect ~~six~~our ~~months ended~~students ~~February~~with ~~28,~~highly ~~2014~~qualified ~~would~~teachers ~~increase/decrease~~who byhave ~~$3,843~~gone asthrough ~~compared~~our ~~with~~rigorous ~~the~~selection ~~combined~~and ~~post-tax~~training ~~profit~~process ~~for~~before ~~the~~they ~~six~~deliver ~~months~~lessons. ~~ended~~We ~~February 28~~hire, ~~2013 while the Company’s post-tax profit for the three months ended February 28~~train, ~~2014~~and ~~would~~manage ~~increase/decrease~~our bytutors ~~$230~~from asNorth ~~compared with~~America ~~the~~and ~~combined post-tax profit for~~ the ~~three months ended February 28, 2013~~Philippines.

~~Item~~Our 3market consists of students from K12 to adults. ~~Quantitative~~ ~~and~~The ~~Qualitative~~lessons ~~Disclosures~~we ~~About~~provide ~~Market~~are ~~Risk~~focused on the interaction and application of English.

We ~~are~~have successfully launched a ~~smaller~~direct ~~reporting~~selling ~~company~~model asthrough ~~defined~~Mommy byInfluencer ~~Rule~~in ~~12b-2~~different part of ~~the~~Southeast ~~Securities~~Asia ~~Exchange~~countries. ~~Act~~This ofbusiness model ~~1934~~is cost-effective, saving us significant sales and ~~are~~marketing ~~not~~dollars ~~required~~and build a better cash flow outlook compared to ~~provide~~the competitors who only use online advertisement. With the ~~information~~proper expansion of operations, coupled with the replication of our direct selling model ~~under~~to ~~this~~targeted ~~item~~areas around the world more than 200 cities around the globe, we expect to achieve magnitudes of exponential growth.

~~Item~~Company’s ~~4. Controls~~Plan ~~and~~of ~~Procedures~~ Operation.

~~Under~~We ~~the~~are ~~supervision~~launching ~~and~~small ~~with~~group ~~the participation of our management~~lessons, ~~including~~where ~~the~~one ~~Principal~~teacher ~~Executive~~simultaneously ~~Officer~~teaches ~~and~~2-4 ~~Principal~~students ~~Financial~~online. ~~Officer, we~~The ~~have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a~~one-~~15(e) and Rule 15d~~to-~~15(e)~~many ofmodel ~~the Exchange~~has ~~Act)~~a aslower ~~of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal~~unit ~~Financial~~price ~~Officer~~than ~~have~~other ~~concluded that~~competitors, ~~as of February 28, 2014, these disclosure controls~~ and ~~procedures~~may ~~were effective to ensure that all information required to~~ be ~~disclosed~~affordable byfor usmore instudents ~~the~~yet ~~reports~~yield ~~that~~a wehigher file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosuremargin.

~~There~~We ~~have~~intend ~~been~~to nofurther ~~changes~~develop our sales platform by entering additional cities in ~~the~~Southeast ~~Company’s~~Asia ~~internal~~and ~~control~~other ~~over~~countries ~~financial~~in ~~reporting~~need ~~that~~of ~~occurred~~English ~~during~~teaching resources. Also, we plan to develop and launch new product lines such as the ~~fiscal~~test ~~quarter~~preparation ~~covered~~training for IELTS and non-English types. byOur ~~this~~current ~~report~~student ~~that~~base ~~have~~covers ~~materially~~Japan, ~~affected~~Thailand, orFrance ~~are~~and ~~reasonably~~Germany. ~~likely~~We toanticipate ~~materially~~a ~~affect~~more ~~the~~significant ~~Company’s~~profit ~~internal~~margin ~~control~~through ~~over~~increasing ~~financial~~the ~~reporting~~student retention rate and launching new product lines, like group lessons.

Results of Operations

Three months ended November 30, 2022, as Compared to three months ended November 30, 2021

Revenue: The Company billed our customers $1.16 million for the three months ended November 30, 2022 as compared to $0.34 million for the same period of November 30, 2021. The Company recorded revenue of $0.65 million for the three months ended November 30, 2022 as compared to $0.21 million for the same period of November 30, 2021.

Operating expenses: Total operating expenses for the three months ended November 30, 2022 was $1.16 million as compared to $1.91 million for the same period of November 30, 2021 due to decreased in operating activities namely, consulting expenses.

Net loss: Net loss for the three months ended November 30, 2022 was $0.72 million as compared to $1.80 million for the same period of November 30, 2021.

Contractual Obligations, Commitments and Contingencies

As of the date there are none.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements.

~~PART~~ITEM 3. IIQUANTITATIVE -AND ~~OTHER~~QUALITATIVE ~~INFORMATION~~DISCLOSURES ABOUT MARKET RISK

~~Item~~As ~~1. Legal~~a ~~Proceedings~~smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by Item 304 of Regulation S-K.

~~The~~ITEM 4. ~~Company~~CONTROLS isAND ~~not currently a party to any pending material legal proceeding nor is it aware of any proceeding contemplated by any individual, company, entity or governmental authority involving the Company.~~PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934. Based on this evaluation, our chief executive officer and principal financial officer have concluded such controls and procedures to be ineffective as of November 30, 2022, to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15 (f) and 15d- 15 (f) under the Exchange Act, for the Company.

Our internal control over financial reporting is the process designed by and under the supervision of our CEO, or the persons performing similar functions, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management has evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.

Due to our limited resources, the following material weaknesses in our internal control over financial reporting continued to exist at November 30, 2022:

●

we do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

●

we do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our limited size and early stage nature of operations, segregation of all conflicting duties may not always be possible and may not be economically feasible; however, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals;

●

we do not have an independent audit committee of our Board of Directors;

We believe that these material weaknesses primarily related, in part, to our lack of sufficient staff with appropriate training in GAAP and SEC rules and regulations with respect to financial reporting functions, and the lack of robust accounting systems, as well as the lack of sufficient resources to hire such staff and implement these accounting systems.

If and when our financial resources allow, we plan to take a number of actions to correct these material weaknesses including, but not limited to, establishing an audit committee of our Board of Directors comprised of three independent directors, adding experienced accounting and financial personnel and retaining third-party consultants to review our internal controls and recommend improvements.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Evaluation of Changes in Internal Control over Financial Reporting

There were no material changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rules 13a-15 or 15d-15 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Exhibits 31.1 to this Quarterly Report is the Certifications of the Chief Executive Officer and Director. This Certification is required in accordance with Section 302 of the Sarbanes-Oxley Act (the “Section 302 Certifications”). This Item 4 of this Quarterly Report, which you are currently reading, is the information concerning the Evaluation referred to above and in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

PART II

ITEM 1. LEGAL PROCEEDINGS

There are no legal proceedings that have occurred within the past five years concerning the Company, our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

ITEM 1A. RISK FACTORS

We believe there are no changes that constitute material changes from the risk factors previously disclosed in our Annual Report on Form 10-K, filed with the SEC on November 22, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~None~~We have a total of USD $30,000 (1,500,000 shares) Reg A sales by a company called Infinity Fund Canada LTD. during the Q1 period. Other than that, there were no unregistered sales of the Company’s equity securities during the quarter ended November 30, 2022, that were not otherwise disclosed in a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities.

~~None~~There has been no default in payment of principal, interest, sinking or purchase fund instalment, or any other material default, with respect to any indebtedness of the Company.

~~Item~~ ITEM 4. ~~Mine~~ MINE ~~Safety~~SAFETY ~~Disclosures.~~DISCLOSURES

Not applicable.

~~Item~~ITEM 5. ~~Other~~ ~~Information.~~OTHER INFORMATION

~~None~~There is no other information required to be disclosed under this item that has not previously been reported.

Exhibit No.		Description
31.1		Rule 13a14(a)/15d-14(a) Certification of Chief Executive Officer and Director
32.1		Section 1350 Certification of Chief Executive Officer and Director

Item 6. Exhibits.

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
101*		The following financial information from our Quarterly Report on Form 10-Q for the quarter ended February 28, 2014 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statement of Changes in Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements

* In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ADGS ADVISORY, INC.
	(Registrant)
Dated: May 3, 2021	By:	/s/ Xuye Wu
		Xuye Wu
		Principal Executive and Accounting Officer

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Quality Online Education Group Inc.

By:	/s/ XuYe Wu
Name:	XuYe Wu
Title:	Chief Executive Officer, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Director

Dated: January 6, 2023

By:	/s/ Xijin Wu
Name:	Xijin Wu
Title:	Director

Dated: January 6, 2023

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